EX-10.9



 Exhibit 10.9 

EXECUTION VERSION 

(Non-Financed NLG) 
  

 
 AMENDED AND
RESTATED COINSURANCE AGREEMENT 
 between 

ATHENE LIFE INSURANCE COMPANY OF NEW YORK 

and 
 FIRST ALLMERICA FINANCIAL
LIFE INSURANCE COMPANY 
 Dated as of July 31, 2015 
  

 
  







 TABLE OF CONTENTS 

 

							
	 ARTICLE
	 	 	  	Page	 
		
	 ARTICLE I DEFINITIONS AND CONSTRUCTION
	  	 	2	  
			
	 Section 1.1
	 	 Definitions
	  	 	2	  
	 Section 1.2
	 	 Construction
	  	 	11	  
		
	 ARTICLE II COINSURANCE
	  	 	12	  
			
	 Section 2.1
	 	 Scope and Basis of Reinsurance
	  	 	12	  
	 Section 2.2
	 	 Reinsuring Clause
	  	 	12	  
	 Section 2.3
	 	 Allocation of Assets and Ceding Commission
	  	 	12	  
	 Section 2.4
	 	 Net Retained Liabilities
	  	 	15	  
	 Section 2.5
	 	 Guaranty Fund Assessments and Premium Taxes
	  	 	16	  
	 Section 2.6
	 	 Other Reinsurance
	  	 	17	  
	 Section 2.7
	 	 Policy Changes and Non-Guaranteed Elements
	  	 	17	  
	 Section 2.8
	 	 Premiums
	  	 	18	  
	 Section 2.9
	 	 Assignment; Security Interest
	  	 	18	  
	 Section 2.10
	 	 Hedging
	  	 	19	  
	 Section 2.11
	 	 Existing Interest Maintenance Reserve
	  	 	21	  
	 Section 2.12
	 	 New Amendment Interest Maintenance Reserve
	  	 	21	  
	 Section 2.13
	 	 Retention
	  	 	21	  
	 Section 2.14
	 	 Cash Flow Testing Reserves
	  	 	21	  
	 Section 2.15
	 	 Funds Withheld Asset Transfer
	  	 	21	  
		
	 ARTICLE III REINSURANCE LIABILITY
	  	 	22	  
			
	 Section 3.1
	 	 Reinsurance Liability
	  	 	22	  
	 Section 3.2
	 	 Other Reinsurance
	  	 	22	  
	 Section 3.3
	 	 Disclaimer
	  	 	23	  
		
	 ARTICLE IV CERTAIN FINANCIAL PROVISIONS
	  	 	23	  
			
	 Section 4.1
	 	 Credit for Reinsurance
	  	 	23	  
	 Section 4.2
	 	 RBC Reports
	  	 	23	  
	 Section 4.3
	 	 Establishment of the Funds Withheld Account
	  	 	24	  
	 Section 4.4
	 	 Provision of Security by the Reinsurer
	  	 	25	  
		
	 ARTICLE V PLAN OF REINSURANCE
	  	 	28	  
			
	 Section 5.1
	 	 Plan
	  	 	28	  
	 Section 5.2
	 	 Follow the Fortunes
	  	 	28	  
	 Section 5.3
	 	 Reductions and Terminations
	  	 	28	  
	 Section 5.4
	 	 Reinstatements
	  	 	28	  
	 Section 5.5
	 	 Contractual Conversions; Internal Replacement; Annuitizations
	  	 	28	  
	 Section 5.6
	 	 Policy List Errors
	  	 	29	  
	 Section 5.7
	 	 Renewal Commissions
	  	 	30	  


  
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	 ARTICLE VI ADMINISTRATION
	  	 	30	  
			
	 Section 6.1
	 	 Administrative Services
	  	 	30	  
	 Section 6.2
	 	 Net Settlements
	  	 	30	  
		
	 ARTICLE VII DAC TAX
	  	 	32	  
			
	 Section 7.1
	 	 DAC Tax Election
	  	 	32	  
		
	 ARTICLE VIII INSOLVENCY
	  	 	33	  
			
	 Section 8.1
	 	 Insolvency
	  	 	33	  
	 Section 8.2
	 	 Expenses
	  	 	33	  
		
	 ARTICLE IX TERMINATION
	  	 	33	  
			
	 Section 9.1
	 	 Duration of Coinsurance
	  	 	33	  
	 Section 9.2
	 	 Termination
	  	 	33	  
	 Section 9.3
	 	 Termination by the Company
	  	 	34	  
	 Section 9.4
	 	 Termination by the Reinsurer
	  	 	34	  
	 Section 9.5
	 	 Settlement Upon Termination
	  	 	34	  
		
	 ARTICLE X RESOLUTION OF CERTAIN DISPUTES
	  	 	35	  
			
	 Section 10.1
	 	 Disputes over Actual Initial Coinsurance Premium Calculations and SPA Adjusted Coinsurance
Premium
	  	 	35	  
	 Section 10.2
	 	 Disputes over Calculations
	  	 	38	  
		
	 ARTICLE XI INDEMNIFICATION
	  	 	38	  
			
	 Section 11.1
	 	 Indemnification of the Reinsurer by the Company
	  	 	38	  
	 Section 11.2
	 	 Indemnification of the Company by the Reinsurer
	  	 	39	  
		
	 ARTICLE XII CONFIDENTIALITY
	  	 	39	  
			
	 Section 12.1
	 	 Confidentiality
	  	 	39	  
		
	 ARTICLE XIII REPRESENTATIONS AND WARRANTIES
	  	 	40	  
			
	 Section 13.1
	 	 Representations and Warranties of Reinsurer
	  	 	40	  
	 Section 13.2
	 	 Representations and Warranties of the Company
	  	 	41	  
		
	 ARTICLE XIV GENERAL PROVISIONS
	  	 	42	  
			
	 Section 14.1
	 	 Errors and Omissions
	  	 	42	  
	 Section 14.2
	 	 Offset and Recoupment
	  	 	42	  
	 Section 14.3
	 	 Expenses
	  	 	42	  
	 Section 14.4
	 	 Parties to this Agreement
	  	 	42	  
	 Section 14.5
	 	 Authority
	  	 	43	  
	 Section 14.6
	 	 No Assignment
	  	 	43	  
	 Section 14.7
	 	 Notices
	  	 	43	  
	 Section 14.8
	 	 Severability
	  	 	44	  
	 Section 14.9
	 	 Announcements
	  	 	44	  


  
 ii 









							
	 Section 14.10
	 	 Schedules, Annexes and Exhibits
	  	 	45	  
	 Section 14.11
	 	 Entire Agreement
	  	 	45	  
	 Section 14.12
	 	 Binding Effect
	  	 	45	  
	 Section 14.13
	 	 Waiver and Amendment
	  	 	45	  
	 Section 14.14
	 	 Headings
	  	 	45	  
	 Section 14.15
	 	 Counterparts
	  	 	45	  
	 Section 14.16
	 	 No Prejudice
	  	 	45	  
	 Section 14.17
	 	 Governing Law; Jurisdiction; Enforcement
	  	 	45	  
	 Section 14.18
	 	 Further Assurances
	  	 	46	  

 INDEX OF SCHEDULES 
  

			
	 Schedule 1.1(i)
	  	 Assumed Reinsurance Agreements

	 Schedule 1.1(ii)
	  	 Other Reinsurance

	 Schedule 2.11
	  	 Existing Interest Maintenance Reserve

	 Schedule 2.12
	  	 New Amendment Interest Maintenance Reserve

	 Schedule 2.15
	  	 Amendment Date Funds Withheld Assets


 INDEX OF ANNEXES 
  

			
	 Annex A
	 	 List of Initial Reinsurance Assets

	 Annex B
	 	 Pre-Amendment Date Net Settlements

	 Annex C
	 	 List of EI Hedges

	 Annex D
	 	 Life Reference Balance Sheet

	 Annex E
	 	 Policy List

	 Annex F
	 	 Post-Amendment Date Net Settlements


 INDEX OF EXHIBITS 
  

			
	 Exhibit I
	  	 Form of Trust Agreement



  
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 AMENDED AND RESTATED FUNDS WITHHELD COINSURANCE AGREEMENT 

This Amended and Restated Coinsurance Agreement (this “Agreement”), dated as of July 31, 2015, is made by and between Athene
Life Insurance Company of New York, formerly known as Aviva Life and Annuity Company of New York, an insurance company organized under the laws of the State of New York (the “Company”), and First Allmerica Financial Life Insurance
Company, an insurance company organized under the laws of the Commonwealth of Massachusetts (the “Reinsurer”; each of the Company and the Reinsurer, a “Party” and together, the “Parties”). 

RECITALS 
 WHEREAS, the Company
and the Reinsurer are currently party to that certain Funds Withheld Coinsurance Agreement, effective as of the Effective Date (the “Existing Funds Withheld Coinsurance Agreement”); 

WHEREAS, the Company and the Reinsurer now desire that this Agreement amend and restate in its entirety the provisions of the Existing Funds
Withheld Coinsurance Agreement effective as of July 31, 2015 (the “Amendment Date”); 
 WHEREAS, the Company desires to
cede or retrocede to the Reinsurer, on the terms and conditions stated herein, all of its liabilities under certain life insurance policies issued and reinsured by it; 

WHEREAS, the Reinsurer desires to reinsure such policies from the Company on the terms and conditions stated herein; 

WHEREAS, the Company and the Reinsurer intend that the basis of the reinsurance shall be 100% coinsurance, on a coinsurance funds withheld
basis until the Amendment Date, and on a coinsurance basis thereafter, by the Reinsurer; 
 WHEREAS, subject to a transition services
agreement entered into on the Effective Date between Aviva USA Corporation and the Reinsurer (the “Transition Services Agreement”), the Company and the Reinsurer intend that the Reinsurer will provide certain administrative services
for policies reinsured hereunder, and the Company and the Reinsurer have entered into an Administrative Services Agreement, dated as of the Effective Date (the “Administrative Services Agreement”), pursuant to which the Reinsurer
shall provide such administrative services on the terms and conditions stated therein. 
 NOW, THEREFORE, in consideration of the mutual
promises and covenants set forth herein, and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the Company and the Reinsurer hereby agree as follows: 







 ARTICLE I 

DEFINITIONS AND CONSTRUCTION 

Section 1.1 Definitions. Unless the context requires otherwise, for all purposes of this Agreement, the capitalized terms set forth
below shall have the following meanings: 
 “Action” has the meaning ascribed thereto in the Purchase Agreement. 

“Actual Initial Coinsurance Premium” has the meaning ascribed thereto in Section 2.3(a)(iv). 

“Additional Reserve Requirement” has the meaning ascribed thereto in Section 2.13(a). 

“Administrative Services Agreement” has the meaning ascribed thereto in the Recitals. 

“Administrator” means the Reinsurer in its capacity as administrator under the Administrative Services Agreement. 

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under
common control with, such other Person at the time at which the determination of affiliation is made. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”),
as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or other ownership interests, by
contract or otherwise. 
 “Agreement” has the meaning ascribed thereto in the Recitals. 

“Amendment Date” has the meaning ascribed thereto in the Recitals. 

“Annuitization” has the meaning ascribed thereto in Section 5.5(c). 

“Annuitization Payment” has the meaning ascribed thereto in Section 5.5(c). 

“Applicable Law” means any law, statute, regulation, rule, ordinance, order, injunction, judgment, decree, principle of
common law, constitution or treaty enacted, promulgated, issued, enforced or entered by any Governmental Entity applicable to a party hereto, or any of its respective businesses, properties or assets, as may be amended from time to time. 

“Applicable Rate” means, with respect to any date of determination, an interest rate equal to one-month LIBOR for dollars
that appears on page LIBOR 01 (or a successor page) of the Reuters Telerate Screen as of 11:00 a.m., London time, on such date. 

“Assigned EI Hedge Costs Amount” shall mean, with respect to each EI Hedge, an amount equal to the gross actual direct
acquisition costs paid by the Company for such EI Hedge. For the avoidance of doubt, the Assigned EI Hedge Costs Amount shall be determined without regard to any netting of amounts between the Company and the relevant Hedge Counterparty. 

  
 2 








 “Assigned EI Hedge Proceeds Amount” shall mean, with respect to each EI Hedge
and for each applicable Monthly Accounting Period, an amount equal to any amounts actually received (or deemed received) by the Company from the relevant Hedge Counterparty during such Monthly Accounting Period in accordance with the provisions of
such EI Hedge, including upon an early exercise of an EI Hedge by the Company. For the avoidance of doubt, the Assigned EI Hedge Proceeds Amount shall be determined without regard to any netting of amounts between the Company and the relevant Hedge
Counterparty. 
 “Assumed Reinsurance Agreement” means any reinsurance agreement in effect as of the Effective Time under
which the Company assumes liabilities or obligations with respect to any Policy, including the assumed reinsurance agreements listed on Schedule 1.1(i) hereto. 

“Business Day” means any day other than a Saturday, a Sunday or any other day on which banking institutions in Boston,
Massachusetts, New York, New York or Des Moines, Iowa are required or authorized by Applicable Law to be closed. 
 “Code”
means the Internal Revenue Code of 1986, as amended. 
 “Collateral” has the meaning ascribed thereto in Section
2.9(b). 
 “Company” has the meaning ascribed thereto in the Recitals. 

“Company Indemnified Parties” has the meaning ascribed thereto in Section 11.2. 

“Company Termination Payment” has the meaning ascribed thereto in Section 9.5. 

“Confidential Information” means (a) with respect to the Company, any information with respect to the Company (other than
information relating to the Policies) that is not generally available to the public, and includes, without limitation, policyholder lists, any medical, financial and other personal information about proposed, current, and former policyowners,
insureds, applicants and beneficiaries of the Company (other than proposed, current, and former policyowners, insureds, applicants and beneficiaries of the Policies) and information or knowledge about the Company’s processes, services, finances
and pricing and reserving methodology and (b) with respect to the Reinsurer, any information with respect to the Policies or the Reinsurer that is not generally available to the public, and includes, without limitation, policyholder lists, any
medical, financial and other personal information about proposed, current, and former policyowners, insureds, applicants, and beneficiaries of Policies and information or knowledge about the Reinsurer’s processes, services, finances and pricing
and reserving methodology. 
 “Consultation Period” has the meaning ascribed thereto in Section 10.1(b). 

“CPA Firm” has the meaning ascribed thereto in Section 10.1(b). 

“Effective Date” means October 1, 2013. 

“Effective Time” means 12:00:01 a.m. Eastern time on the Effective Date. 

  
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 “EI Hedge” and “EI Hedges” have the meanings ascribed thereto
in Section 2.10(a). 
 “Equity Indexed Reinsured Policies” means all indexed universal life insurance Policies
included in the Reinsured Policies. 
 “Estimated Initial Coinsurance Premium” has the meaning ascribed thereto in
Section 2.3(a)(ii). 
 “Excess FWA Draw Amount” has the meaning ascribed thereto in Section 4.3(d). 

“Excess FWA Draw Interest Amount” has the meaning ascribed thereto in Section 4.3(d). 

“Excluded Reinsured Liability” means a Loss that a Buyer Indemnified Person under the Purchase Agreement suffers that, if
such Loss were suffered by a “Buyer Indemnified Person” under the SPA, would be indemnified by Aviva plc under the SPA. 

“Existing Funds Withheld Coinsurance Agreement” has the meaning ascribed thereto in the Recitals. 

“Existing Interest Maintenance Reserve” means the unamortized amount as determined from time to time in accordance with the
amortization schedule set forth on Schedule 2.11 as revised as of the Effective Date. 
 “Extra Contractual
Obligations” means all obligations or Losses (whether known or unknown, contingent or otherwise) incurred or arising at any time under or relating to any Policy that are not provided by the contractual benefits arising under the express
terms and conditions of such Policy or are in excess of the applicable Policy benefits, including any liability for taxes, toll charges, fines, penalties, forfeitures, excess or penalty interest, punitive, special, exemplary or other form of
extra-contractual damages or attorneys’ fees and costs awarded, which obligations or Losses arise from any act, error or omission, whether or not intentional, negligent, in bad faith or otherwise, including obligations or Losses arising out of
or relating to: (a) the form, marketing, distribution, sale, underwriting, issuance, cancellation or administration of the Policies; (b) the investigation, defense, trial, settlement or handling of claims, benefits or payments under the Policies;
(c) the failure to pay, the delay in payment of, 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 Policies; (d) Premium Taxes other than those
settled under Section 2.5 in connection with premiums received under the Policies; (e) the failure of any Policy to provide the purchaser, policyholder, account holder or other holder or intended beneficiaries thereof with tax treatment under
the Code that is the same as or more favorable than the tax treatment under the Code (i) that was purported to apply in materials provided at the time of issuance, assumption, exchange, modification or sale of the Policy by the Company or any of its
predecessors or (ii) for which policies or contracts of that type were reasonably expected to qualify under the Code; (f) the treatment of any Policy as a “modified endowment contract” within the meaning of Section 7702A of the Code,
except where the holder of the Policy shall have consented to its status as a “modified endowment contract” under Section 7702A; (g) the failure of the Company to comply with any applicable tax information reporting, withholding or
disclosure requirements with respect to distributions or payments made pursuant to the Policies; (h) any taxes applicable to the Reinsurance Assets (but excluding the Company’s share of any 

  
 4 








 taxes under Section 14.3); and (i) the failure to pay, the delay in payment, or errors in calculating or
administering the payment of, unclaimed property, escheat or other similar liabilities related to the Policies; provided that “Extra Contractual Obligations” will not under any circumstances include (x) any such liabilities,
obligations or Losses incurred or arising solely as a result of actions or omissions of the Company, but only to the extent such actions or omissions of the Company constitute gross negligence or bad faith and were not taken or omitted at the
direction of the Reinsurer or consented to by the Reinsurer in writing or (y) U.S. federal or state income or capital stock or similar taxes (or any interest or penalties imposed with respect to the payment or reporting thereof) imposed upon the
Company or any of its Affiliates. 
 “Fair Market Value” means, with respect to any asset, the fair market value thereof
calculated in accordance with the accounting and actuarial practices of the Company, consistently applied. 
 “Funds Withheld
Account” has the meaning ascribed thereto in Section 4.3(a). 
 “Funds Withheld Account Amount” means, as
of any date of determination prior to or on the Amendment Date, an amount equal to (i) (A) the Reinsurer’s Share of the Statutory Reserves, plus (B) the Reinsurer’s Share of the Existing Interest Maintenance Reserve attributable to
the Reinsured Liabilities, and, as of any date of determination after the Amendment Date but prior to or on the Hedge Termination Date, the amount of the Statutory Book Value of the EI Hedges, in each case, as of such date of determination and
determined in accordance with SAP, consistently applied. 
 “Funds Withheld Account Balance” means, as of a given date
prior to or on the Amendment Date, the value of the Reinsurance Assets as reflected in the statutory books and records of the Company as of such date, and, as of a given date after the Amendment Date but prior to or on the Hedge Termination Date,
the amount of the Statutory Book Value of the EI Hedges, in each case, determined in accordance with SAP. 
 “Governmental
Entity” means any foreign, federal, state, local or other governmental, legislative, judicial, administrative or regulatory authority, agency, commission, board, body, court or entity or any instrumentality thereof or any self-regulatory
body or arbitral body or arbitrator. 
 “Governmental Order” means any order, writ, judgment, injunction, declaration,
decree, stipulation, determination, award, agreement or permitted practice entered by or with any Governmental Entity. 
 “Hedge
Counterparty” means, with respect to each EI Hedge, the counterparty of the Company with respect to such EI Hedge. 

“Hedge Termination Date” means the date upon which the last EI Hedge held by the Company pursuant to Section 2.10(a)(i)
matures, is terminated or is novated to the Reinsurer or a designated Affiliate of the Reinsurer pursuant to Section 2.10(a)(vi). 

  
 5 








 “Initial Cash Flow Testing Reserves” shall mean additional actuarial reserves
posted by the Company in connection with the Reinsured Polices as a result of the Company’s most recent triennial exam, which the parties agree shall equal zero dollars ($0). 

“Initial Coinsurance Premium” has the meaning ascribed thereto in Section 2.3(a)(i). 

“Initial Coinsurance Premium Adjustment” has the meaning ascribed thereto in Section 2.3(a)(iv). 

“Initial Coinsurance Premium Reconciliation Statement” has the meaning ascribed thereto in Section 2.3(a)(iv). 

“Initial Reinsurance Assets” has the meaning ascribed thereto in Section 2.3(a)(i). 

“Investment Income” means, with respect to any Monthly Accounting Period, (a) the book value net investment earnings of the
assets held in the Funds Withheld Account calculated in accordance with SAP plus (in the case of gains) or minus (in the case of losses) all realized capital gains and losses (including other than temporary impairments) and unrealized gains and
losses (but only for assets carried at the lower of cost or market in accordance with SAP whose changes in value are recorded through surplus) associated with the assets held in the Funds Withheld Account, including policy loan interest income,
reflected in the Company’s statutory financial statements prepared in accordance with SAP, plus, (b) with respect to the Equity Indexed Reinsured Policies, an amount equal to (i) all realized and unrealized capital gains minus all
realized and unrealized capital losses (in accordance with SAP) associated with the EI Hedges minus (ii) the Assigned EI Hedge Proceeds Amounts, minus the Assigned EI Hedge Cost Amounts. 

“Life Reference Balance Sheet” means the balance sheet for the Life Business (as defined in the Purchase Agreement) attached
as Annex D hereto. 
 “Losses” means any damages, claims, losses, liabilities, charges, actions, suits, proceedings,
deficiencies, taxes, fees, assessments, interest, penalties and reasonable costs and expenses (including reasonable attorneys’ fees and expenses). 

“Monthly Accounting Period” means, with respect to any calendar month, the period beginning on the first day of such calendar
month and ending on the last day of such calendar month. 
 “Net Retained Liabilities” means, with respect to any time of
determination, all liabilities or obligations in respect of any Policy that, under the terms of any Other Reinsurance Agreement covering such Policy, (a) the Company is required to retain unreinsured and for its own account or (b) in the opinion of
the Company and the Reinsurer, requires consent from any party to such Other Reinsurance Agreement in order to effect reinsurance under this Agreement, and as to which a waiver of such requirement or other consent has not been obtained prior to such
time of determination. 
 “Net Retained Liabilities Adjustment Period” has the meaning ascribed thereto in Section
2.4(b)(iii). 

  
 6 








 “Net Retained Liability Reserve Transfer Amount” means, with respect to any Net
Retained Liability for which subsequent to the Effective Date a waiver or consent is obtained to reinsure such Net Retained Liability under the terms of this Agreement or the Parties otherwise agree that any such waivers or consents shall not be
required as a condition to coverage hereunder, the sum of (a) the gross statutory reserves (including deficiency reserves) and any additional policy-related liabilities that are required to be held by the Company with respect to such Net Retained
Liability as of the Effective Date, less (b) the Reinsurer’s Share of (x) policy loan balances on such Net Retained Liability as of the Effective Date, and (y) net due and deferred Premiums on such Net Retained Liability as of the Effective
Date, reduced by credit for reinsurance taken by the Company in respect of such Net Retained Liability for Other Reinsurance as of the Effective Date. 

“Net Settlement” has the meaning ascribed thereto in Section 6.2(a). 

“New Amendment Interest Maintenance Reserve” means the interest maintenance reserve created as of the Amendment Date as a
direct result of the Funds Withheld Assets transfer pursuant to Section 2.15 equal to any net pre-tax realized capital gains on the Funds Withheld Assets multiplied by 65% and as set forth on Schedule 2.12. 

“Non-Guaranteed Elements” has the meaning ascribed thereto in Section 2.7(b). 

“Notice of Agreement” has the meaning ascribed thereto in Section 10.1(a). 

“Other Reinsurance” means reinsurance ceded with respect to Reinsured Policies under the terms of the ceded reinsurance
agreements that the Company has entered into with third parties prior to the Effective Time covering the Reinsured Policies, including the ceded reinsurance agreements listed on Schedule 1.1(ii), and any ceded reinsurance agreement entered
into by the Company with the Reinsurer’s prior written consent pursuant to Section 2.6, as all such reinsurance ceded may be in force from time to time. 

“Other Reinsurance Agreements” means the reinsurance treaties and agreements documenting the Other Reinsurance (including all
amendments and modifications thereto entered into prior to the Effective Date or pursuant to Section 3.2). 
 “Other
Reinsurance Benefits” means, for any period, the aggregate amount of benefits, fees, allowances and other amounts actually received by the Company for reinsurance ceded pursuant to Other Reinsurance Agreements with respect to the Reinsured
Policies during such period. 
 “Other Reinsurance Premiums” means, for any period, the aggregate amount of premiums paid
by the Company pursuant to Other Reinsurance Agreements with respect to the Reinsured Policies during such period. 
 “Other
Transaction Agreements” means, collectively, all of the Transaction Documents other than this Agreement. 

“Party” has the meaning ascribed thereto in the Recitals. 

  
 7 








 “Parties” has the meaning ascribed thereto in the Recitals. 

“Person” means an individual, corporation, partnership, joint venture, limited liability company, association, trust,
unincorporated organization or other entity. 
 “Policies” means, collectively, the Term Policies and the UL Policies. 

“Policy List” means the list of policies set forth on Annex E, together with any written update to such file provided by the
Company to the Reinsurer and, with respect to policies included on any such written update, which were issued or assumed by the Company prior to January 1, 2013 only if such policies are approved in writing by the Reinsurer at least three Business
Days prior to the Effective Date. 
 “Portfolio Yield” means a rate equal to the Yield-to-Maturity of the Barclays Long
U.S. Corporate Index as of the last day of the immediately preceding Monthly Accounting Period; provided, however, if the Barclays Long U.S. Corporate Index ceases to be available, the Parties shall endeavor in good faith to agree on a
mutually acceptable replacement index and, upon the mutual agreement of the Parties on a replacement index, the “Barclays Long U.S. Corporate Index” shall, for purposes of this definition, be replaced with such replacement index;
provided, further, that if the Barclays Long U.S. Corporate Index ceases to be available and the Parties are unable to agree on a mutually acceptable replacement index in respect of any Monthly Accounting Period, then the
“Portfolio Yield” for such Monthly Accounting Period shall be equal to 5.00% per annum. 
 “Premiums” means
premiums and considerations due or to become due, premiums deferred and uncollected, premium adjustments and any and all amounts or payments, including any and all policy fees, charges, reimbursements and similar amounts, which are or were held,
received or collected by the Company, or which are now due or will become due from any source under or in connection with the Reinsured Policies, but not including Other Reinsurance Premiums. 

“Premium Taxes” has the meaning ascribed thereto in Section 2.5(b). 

“Purchase Agreement” means that certain Purchase and Sale Agreement, dated as of April 30, 2013, between Athene Holding Ltd.
and Commonwealth Annuity and Life Insurance Company. 
 “RBC Ratio” means the ratio, as of the date of determination, of
the Reinsurer’s “total adjusted capital” over its “company action level risk-based capital”, as such terms are defined and prescribed by requirements promulgated by the National Association of Insurance Commissioners and
regulations adopted by the insurance regulatory authorities in the Reinsurer’s state of domicile, which are in effect as of such date, calculated as of the end of each calendar quarter, and using reserving methodologies and asset
classifications that are in accordance with generally accepted statutory accounting principles and practices required or permitted by the National Association of Insurance Commissioners and the insurance regulatory authority in the Reinsurer’s
state of domicile, consistently applied throughout the specified period and in the immediately prior comparable period; provided, that in the event there is a 

  
 8 








 material change in the factors and formulae prescribed by the insurance regulatory authority in the
Reinsurer’s state of domicile with respect to the components of and methodologies contained in such calculation, the Parties shall amend this Agreement to incorporate an alternate calculation that is reasonably equivalent to the components of
and methodologies contained in the calculation of the Reinsurer’s RBC Ratio in effect as of the Effective Date within thirty (30) calendar days after the implementation of such change, and if the Parties cannot agree on any such alternative,
the Reinsurer shall continue to calculate its RBC Ratio as if such material change had not occurred. 
 “Reinsurance
Assets” has the meaning ascribed thereto in Section 4.3(a). 
 “Reinsured Liabilities” means all gross
liabilities and obligations, net of Other Reinsurance Benefits, to the extent such liabilities and obligations arise out of or relate to the Reinsured Policies, including payments of any such liabilities or obligations to any Governmental Entity,
whether for tax withholding, escheat, unclaimed property or otherwise, and Extra Contractual Obligations, but excluding (i) any liabilities or obligations arising out of or relating to the Reinsured Policies that have been incurred but not reported
prior to the Effective Time, (ii) Net Retained Liabilities and (iii) those liabilities that are indemnified by Athene Holding Ltd. under Section 7.2(a)(ii) of the Purchase Agreement. 

“Reinsured Policies” has the meaning ascribed thereto in Section 2.1. 

“Reinsurer” has the meaning ascribed thereto in the Recitals. 

“Reinsurer Indemnified Parties” has the meaning ascribed thereto in Section 11.1. 

“Reinsurer’s Objection” has the meaning ascribed thereto in Section 10.1(a). 

“Reinsurer’s Share” has the meaning ascribed thereto in Section 2.2. 

“Reinsurer Termination Event” means any failure by the Company (or any successor by operation of law of the Company,
including any receiver, liquidator, rehabilitator, conservator or similar Person of the Company) to pay any material amount of Premiums or other amounts due to the Reinsurer under this Agreement payable by the Company if such failure has not been
cured within ninety (90) calendar days after receipt of written notice thereof from the Reinsurer. 
 “Reinsurer Termination
Payment” has the meaning ascribed thereto in Section 9.5. 
 “Representatives” has the meaning ascribed
thereto in Section 12.1. 
 “Required Balance” has the meaning ascribed thereto in Section 4.4(b). 

“Review Period” has the meaning ascribed thereto in Section 10.1(a). 

“SAP” means the statutory accounting principles and practices prescribed by the insurance regulatory authorities in the
Company’s state of domicile. 

  
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 “SPA” means the Stock Purchase Agreement (as amended, modified or supplemented
in accordance with its terms), dated as of December 21, 2012, between Aviva plc and Athene Holding Ltd. 
 “SPA Adjusted Coinsurance
Premium” shall have the meaning ascribed thereto in Section 2.3(a)(v). 
 “SPA Coinsurance Premium Reconciliation
Statement” shall have the meaning ascribed thereto in Section 2.3(a)(v). 
 “Statutory Book Value” means
the carrying value of the subject asset or liability on the books of the Reinsurer for statutory statement purposes determined in accordance with the statutory accounting principles and practices prescribed by the Reinsurer’s state of domicile,
consistently applied. 
 “Statutory Reserves” means, as of any date of determination, the gross statutory reserves
(including deficiency reserves) and any additional policy-related liabilities, including additional actuarial reserves (as used in connection with SAP) that are required to be held by the Company with respect to the Reinsured Policies as of such
date of determination, in each case, as determined in accordance with SAP, consistently applied, and reduced by credit for reinsurance taken by the Company in respect of the Reinsured Policies for Other Reinsurance as of such date of determination.
The parties agree that the additional actuarial reserves for purposes of calculating the “Initial Coinsurance Premium” shall be the Initial Cash Flow Testing Reserves. 

“Supplementary Contracts” shall mean all supplementary contracts, whether with or without life contingencies, issued by the
Company upon the Annuitization of a Reinsured Policy. 
 “Systems Conversion” has the meaning ascribed thereto in
Section 5.5(c). 
 “Taxes” has the meaning ascribed thereto in the Purchase Agreement. 

“Tax Returns” has the meaning ascribed thereto in the Purchase Agreement. 

“Term Policies” means all single life 10-, 20- and 30-year level premium term life policies and contracts (including
supplementary contracts), together with all related binders, slips and certificates and including applications therefor and all supplements, endorsements, riders and agreements in connection therewith that are subject to the model regulation
entitled “Valuation of Life Insurance Policies Model Regulation,” commonly referred to as Regulation XXX, which were: (i) issued by the Ceding Company during the period January 1, 2010 through December 31, 2012, both days inclusive, and
listed on the Policy List, (ii) reinsured by the Company under the terms of any Assumed Reinsurance Agreement as of the Effective Time or (iii) reinstated by the Company in accordance with Section 5.4 hereof. 

“Terminal Accounting and Settlement Report” has the meaning ascribed thereto in Section 9.5. 

“Transaction Documents” has the meaning ascribed thereto in the Purchase Agreement. 

  
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 “Transferred Assets” has the meaning ascribed thereto in Section 2.15
hereof. 
 “Transition Services Agreement” has the meaning ascribed thereto in the Recitals. 

“Trust Account” has the meaning ascribed thereto in Section 4.4(a). 

“Trust Agreement” means the Trust Agreement between the Reinsurer, as grantor, the Company, as beneficiary, and the Trustee,
as trustee, substantially in the form attached as Exhibit I hereto. 
 “Trust OC Amount” means 2.75% multiplied
by the sum of (i) the Reinsurer’s Share of the Statutory Reserves that would be required to be held by the Company with respect to the Reinsured Policies if this Agreement were not in effect, plus (ii) the Reinsurer’s Share of
the Existing Interest Maintenance Reserve attributable to the Reinsured Liabilities, plus (iii) the amount of any New Amendment Interest Maintenance Reserve, in each case, as of such date of determination and determined in accordance with
SAP, consistently applied. 
 “Trustee” has the meaning ascribed thereto in Section 4.4(a). 

“UCC” means the Uniform Commercial Code, as said code has been enacted in the State of New York or any other applicable
jurisdiction. 
 “UL Policies” means all single and joint-life universal life with no-lapse guarantee policies and
contracts (including supplementary contracts), together with all related binders, slips and certificates and including applications therefor and all supplements, endorsements, riders and agreements in connection therewith that are subject to the
model regulation entitled “Valuation of Life Insurance Policies Model Regulation,” as clarified by Actuarial Guideline 38, commonly referred to as Regulation AXXX which were (i) issued by the Ceding Company during the period January 1,
2010 through December 31, 2012, both days inclusive and, in the case of each of (a) and (b), listed on the Policy List, (ii) reinsured by the Company under the terms of any Assumed Reinsurance Agreement as of the Effective Time or (iii) reinstated
by the Company in accordance with Section 5.4 hereof. 
 “Unresolved Items” has the meaning ascribed thereto in
Section 10.1(b). 
 Section 1.2 Construction. 

(a) For purposes of this Agreement, the words “hereof,” “herein,” “hereby” and other words of
similar import refer to this Agreement as a whole 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) For purposes of this Agreement, the term “including” means “including but not limited to.” 

  
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 (d) Whenever used in this Agreement, the masculine gender shall include the
feminine and neutral genders. 
 (e) All references herein to Articles, Sections, Subsections, Paragraphs, Exhibits, Annexes
and Schedules shall be deemed references to Articles, Sections, Subsections and Paragraphs of, and Exhibits, Annexes and Schedules to, this Agreement, unless the context shall otherwise require. 

(f) Any reference herein to any statute, agreement or document, or any section thereof, shall, unless otherwise expressly
provided, be a reference to such statute, agreement, document or section as amended, modified, restated, supplemented or otherwise changed (including any successor section) and in effect from time to time. 

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

COINSURANCE 
 Section 2.1 Scope
and Basis of Reinsurance. The reinsurance provided under this Agreement applies to all Policies (collectively, the “Reinsured Policies”); provided, that “Reinsured Policies” shall not include any Supplementary
Contracts or any Policies that have been subject to an Annuitization in accordance with Section 5.5(c). 
 Section 2.2 Reinsuring
Clause. Subject to the terms and conditions of this Agreement, the Company hereby cedes and the Reinsurer hereby reinsures on a coinsurance funds withheld basis as of the Effective Time, and on a coinsurance basis as of the Amendment Date, 100%
(the “Reinsurer’s Share”) of all Reinsured Liabilities. 
 Section 2.3 Allocation of Assets and Ceding
Commission. 
 (a) Coinsurance Premium. 

(i) On the Effective Date, the Company will allocate to the Funds Withheld Account an initial coinsurance premium that relates
to the Reinsured Policies consisting of assets that are listed and that have the Statutory Book Values set forth on Annex A (the “Initial Reinsurance Assets”) and cash, equal to the Reinsurer’s Share of the following
amount: (A) the Statutory Reserves held by the Company with respect to the Reinsured Policies, plus (B) the Existing Interest Maintenance Reserve attributable to the Reinsured Liabilities, minus (C) the amount of outstanding policy
loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (D)
the net due and deferred Premiums on the Reinsured Policies, minus (E) the aggregate Statutory Book Value of the EI Hedges as of the Effective Date, in the case of each of clauses (A) through (C), determined in accordance with SAP,
consistently applied, as of the Effective Time (such amount, the “Initial Coinsurance Premium”). For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, for purposes of calculating the Initial
Coinsurance Premium, the term “Reinsured Policies” shall not include the portion of the policies from which Net Retained Liabilities, if any, arise. 

  
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 (ii) The amount of the Initial Coinsurance Premium paid on the Effective Date
shall be determined on an estimated basis (the “Estimated Initial Coinsurance Premium”) as follows: (x) with respect to each of the items set forth in clauses (A), (B) and (C) of the definition of “Initial Coinsurance
Premium” the portion of the Estimated Initial Coinsurance Premium attributable to such items shall be equal to the respective amounts set forth on the Life Reference Balance Sheet; and (y) with respect to the items set forth in clauses (D) and
(E) of the definition of the “Initial Coinsurance Premium,” the portion of the Estimated Initial Coinsurance Premium attributable to such items shall be determined by the Company in good faith and in a manner consistent with the principles
governing the preparation of the Life Reference Balance Sheet on an estimated basis as of the date that is three (3) Business Days prior to the Effective Date. 

(iii) On the Effective Date, the Company shall deliver to the Reinsurer a statement setting forth (A) the amount of the
Estimated Initial Coinsurance Premium, determined as of the date that is three (3) Business Days prior to the Effective Date, and (B) the final list of Initial Reinsurance Assets, which will be based on Annex A, and will include the Statutory
Book Value of the Initial Reinsurance Assets, determined as of the date that is three (3) Business Days prior to the Effective Date. 

(iv) No later than fifty (50) Business Days after the Effective Date, the Company shall deliver to the Reinsurer a statement
(the “Initial Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Company, in the same form as, and using the same principles that govern, the Life Reference Balance Sheet, setting forth, as of the Effective
Date, (1) the calculation of each of the items set forth in clauses (A) through (E) of the definition of the “Initial Coinsurance Premium” (such amount, the “Actual Initial Coinsurance Premium”) and (2) the Statutory Book
Value of the Initial Reinsurance Assets as of the Effective Date. The “Initial Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (A) the difference (whether positive or negative)
between the Actual Initial Coinsurance Premium minus the Estimated Initial Coinsurance Premium, minus (B) the difference (whether positive or negative) between the Statutory Book Value of the Initial Reinsurance Assets on the Effective
Date minus the Statutory Book Value of the Initial Reinsurance Assets determined in connection with the calculation of the Estimated Initial Coinsurance Premium pursuant to Section 2.3(a)(ii). If the Initial Coinsurance Premium
Adjustment is positive, then the Company shall increase the Funds Withheld Account Balance by such amount and shall allocate to the Funds Withheld Account additional assets having, in the aggregate, a Statutory Book Value equal to the Initial
Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with an amount of interest on the Initial Coinsurance Premium Adjustment at the
Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the Initial Coinsurance Premium Adjustment is negative, then the
Company shall be entitled to 

  
 13 








 decrease the Funds Withheld Account Balance by withdrawing Reinsurance Assets having, in the
aggregate, a Statutory Book Value equal to the absolute value of the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with an
amount of interest on the Initial Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.

 (v) No later than thirty (30) Business Days following any final adjustments to the Purchase Price (as defined in the SPA)
in accordance with Annex C of the SPA, the Company shall deliver to the Reinsurer a statement (the “SPA Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Company, in the same form as, and using the same
principles that govern, the Life Reference Balance Sheet, setting forth, as of the Effective Date, (1) the calculation of each of the items set forth in clauses (A) through (E) of the definition in the “Initial Coinsurance Premium” (such
amount, the “SPA Adjusted Coinsurance Premium”) and (2) the Statutory Book Value of the Initial Reinsurance Assets as of the Effective Date. The “SPA Coinsurance Premium Adjustment” shall be equal to the following
amount (whether positive or negative): (A) the difference (whether positive or negative) between the SPA Adjusted Coinsurance Premium minus the Actual Initial Coinsurance Premium, minus (B) the difference (whether positive or negative)
between the Statutory Book Value of the Initial Reinsurance Assets determined in connection with the calculation of the SPA Adjusted Coinsurance Premium minus the Statutory Book Value of the Initial Reinsurance Assets determined in connection
with the calculation of the Actual Initial Coinsurance Premium. If the SPA Coinsurance Premium Adjustment is positive, then the Company shall increase the Funds Withheld Account Balance by such amount and shall allocate to the Funds Withheld Account
additional assets having, in the aggregate, a Statutory Book Value equal to the SPA Coinsurance Premium Adjustment within five (5) Business Days after the SPA Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with
an amount of interest on the SPA Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.
If the SPA Coinsurance Premium Adjustment is negative then the Company shall be entitled to decrease the Funds Withheld Account Balance by withdrawing from the Reinsurance Assets having, in the aggregate, a Statutory Book Value equal to the absolute
value of the SPA Coinsurance Premium Adjustment within five (5) Business Days after the SPA Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with an amount of interest on the SPA Coinsurance Premium Adjustment at
the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. 

(b) Ceding Commission. Neither the Reinsurer nor the Company shall be required to pay a ceding commission hereunder.


  
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 Section 2.4 Net Retained Liabilities. 

(a) The Company shall be solely responsible for, and the Reinsurer will cooperate reasonably to obtain all waivers and consents
necessary in order to reinsure 100% of the Net Retained Liabilities under this Agreement. The Company and the Reinsurer, at the Company’s reasonable instruction, shall each use their reasonable best efforts in the context of current market
conditions to obtain any such waivers and consents (it being understood that the Company’s and the Reinsurer’s executive officers shall, to the extent reasonably appropriate, be personally engaged in that process) and promptly advise the
other Party of any communications with respect to any such waivers and consents. All correspondence from the Reinsurer to any Person from whom such a waiver or consent is sought shall be in a form approved by the Company. The Company shall effect
any such action with respect to such waivers and consents, including sending correspondence requesting such waivers and consents. To the extent that after the Effective Time, any written waivers or consents are obtained to reinsure a Net Retained
Liability in respect of a Policy under the terms of this Agreement or the Parties otherwise agree in writing that any such waivers or consents shall not be required as a condition to coverage of such Policy hereunder, then the liability and
obligation pertaining to such Policy shall no longer be deemed a Net Retained Liability for purposes of this Agreement and the liability and obligation pertaining to such Policy shall be reinsured hereunder effective as of the date of such written
consent, waiver or agreement by the Parties, as applicable. 
 (b) With respect to any such written waiver or consent that is
obtained or any such other agreement between the Parties that any such waivers or consents shall not be required as a condition to coverage hereunder, in each case, after the Effective Date: 

(i) the Company shall pay the Reinsurer an amount of cash equal to the Net Retained Liability Reserve Transfer Amount with
respect to such Net Retained Liability for which waiver or consent was obtained or with respect to which the Parties agreed did not require a consent or waiver as a condition to coverage hereunder; 

(ii) the Company shall deliver to the Reinsurer a statement setting forth the Company’s good faith calculation of the
difference (whether positive or negative) between (x) the aggregate amount of the premiums and considerations, premium adjustments and any and all amounts or payments, including any and all policy fees, charges, reimbursements, reinsurance
recoverables and similar amounts, received or collected by the Company in respect of the portion of the Policies from which the relevant Net Retained Liabilities arise during the period following the Effective Date and prior to the date on which
such waiver or consent was obtained or with respect to which the Parties agreed such waiver or consent was not required as a condition to coverage hereunder (the “Net Retained Liabilities Adjustment Period”); and (y) the aggregate
amount equal to the obligations, including any and all death claims, cash surrender benefits, policyholder dividends, reinsurance premiums, commissions and similar amounts, arising out of or relating to the portion of the Policies from which the
relevant Net Retained Liabilities arise (including Extra Contractual Obligations) incurred by the Company during the Net Retained Liabilities Adjustment Period. If such amount is positive, then such amount shall be due to be paid the Company by the
Reinsurer, and if 

  
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 such amount is negative, then such amount shall be due to be paid to the Reinsurer by the
Company, in each case, together with an amount of interest on such payment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of
payment; and 
 (iii) The payment of the amounts in clauses (i) and (ii) shall be reflected in the Net Settlement for the
month in which such consent or waiver was obtained and paid in accordance with Section 6.2. 
 (c) For the avoidance
of doubt, prior to obtaining any such required written consents or waivers, or the making of any such written agreement, the portion of each Policy from which Net Retained Liabilities arise shall not be deemed to constitute a Reinsured Policy for
purposes of this Agreement; provided that the Reinsurer shall provide administrative services with respect to any Net Retained Liabilities (and the associated Policies) pursuant to the Administrative Services Agreement. Except as otherwise
contemplated by this Section 2.4, the Company shall bear the cost of obtaining any waivers or consents to reinsure a Net Retained Liability. 

Section 2.5 Guaranty Fund Assessments and Premium Taxes. 

(a) Guaranty Funds Assessments. In the event the Company is required to pay an assessment on or after the Effective Date
in respect of the Reinsured Policies to any insurance guaranty, insolvency or other similar fund maintained by any jurisdiction, the portion, if any, of such assessment related to such Reinsured Policies shall be reimbursed by the Reinsurer as part
of the applicable monthly settlement pursuant to Section 6.2. To the extent there is any recovery of any such assessment paid by the Reinsurer, the Company shall promptly pay the Reinsurer’s Share of such recovery to the Reinsurer. 

(b) Premium Taxes. 

(i) The Reinsurer shall pay to the Company a provision for premium taxes and other charges, fees, taxes and assessments,
including retaliatory taxes (collectively, “Premium Taxes”), incurred or imposed on or after the Effective Date in connection with premiums written or received under the Reinsured Policies. The provision for Premium Taxes shall be
estimated at 1.8% of premiums received under the Reinsured Policies, as calculated on a monthly basis, and shall be paid by the Reinsurer to the Company as part of the monthly settlement pursuant to Section 6.2 and adjusted annually to an
actual rate for each year as part of the monthly settlement pursuant to Section 6.2 for the second calendar month of the following year, with such monthly settlement to reflect the difference between actual Premium Taxes in respect of the
Reinsured Policies (after giving effect to any offsets for guaranty fund assessments reimbursed by the Reinsurer pursuant to Section 2.5(a)) and estimated Premium Taxes. 

(ii) Each Party shall promptly notify the other in writing upon receipt by it or any of its Affiliates of notice of any pending
or threatened Action related to any Premium Taxes or any Tax Returns filed in connection with such Premium Taxes. 

  
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 (iii) The Company shall have the right to control the conduct of any Action
related to any Premium Taxes or any Tax Returns filed in connection with such Premium Taxes, and to employ counsel of the Company’s choice; provided, that the Reinsurer shall be permitted, at the Reinsurer’s expense, to be present at, and
to participate in, any Action related to Premium Taxes. Notwithstanding such control, the Company shall not settle, either administratively or after the commencement of litigation, any claim for Premium Taxes without providing reasonable advance
written notice to, and an opportunity for prior consultation with, the Reinsurer. The Parties shall furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the preparation
for any Premium Tax audit or other Action related to Premium Taxes, and the prosecution or defense of any Action related to any Premium Taxes or any Premium Tax Returns filed in connection with such Premium Taxes. The Parties shall reasonably
cooperate with each other in the conduct of any Action related to any Premium Taxes. Any information obtained under this Section 2.5(b)(iii) shall be kept confidential, except as otherwise reasonably may be required in connection with the
filing of Premium Tax Returns or claims for Premium Tax refunds or in conducting any Action related to Premium Taxes. 
 Section 2.6
Other Reinsurance. This Agreement is written on a “gross” basis and thus the costs and benefits of Other Reinsurance inuring on the Reinsured Policies are intended to be borne by the Reinsurer; provided, that to the extent
the Other Reinsurance became unrecoverable (in accordance with the Company’s ordinary-course evaluation and statutory accounting treatment) prior to the Effective Time, the recoverability of such amounts shall be borne by the Company. Other
Reinsurance with respect to the Reinsured Policies shall be accounted for herein such that the Reinsurer participates in the Reinsurer’s Share of any premiums, benefits, recoveries, ceding or expense allowances, other allowances and other
adjustments as such amounts and such risks are paid, received or otherwise collected by the Company with respect to such Other Reinsurance, it being understood that the Reinsurer shall bear all risk of collecting third party reinsurance (except as
otherwise provided in Section 3.2(c)). Risks under the terms of any agreement of Other Reinsurance as shall be terminated or recaptured with the Reinsurer’s prior written consent shall be ceded automatically hereunder to the Reinsurer
without any further action required, subject to the receipt by the Reinsurer of the Reinsurer’s Share of any reserve transfer or similar transfer or settlement amount received by the Company from the applicable third party reinsurer. In
connection with any such termination or recapture with the Reinsurer’s prior written consent, the Reinsurer shall pay the Reinsurer’s Share of any resulting special transfer or recapture fee incurred by the Company. The Company covenants
that absent the prior written consent of the Reinsurer, the Company shall not enter into any new or change any existing reinsurance cession with respect to any of the Reinsured Policies. Notwithstanding this Section 2.6 or Section 3.2,
the Company shall retain all rights and primary responsibility with respect to payments under Other Reinsurance Agreements. 
 Section 2.7
Policy Changes and Non-Guaranteed Elements. 
 (a) Policy Changes. The Company agrees that it shall not make any changes in
the provisions and conditions of a Reinsured Policy or an Assumed Reinsurance Agreement except with the Reinsurer’s prior written consent or to the extent that any change to the terms of any Reinsured Policy is required by Applicable Law. To
the extent a change is required by 

  
 17 








 Applicable Law, the Company shall, within a reasonable period of time prior to effecting such change, provide
reasonably detailed written notice to the Reinsurer describing the nature of such change and the reasons for making such change. The Company shall also afford the Reinsurer, at the Reinsurer’s expense, the opportunity, to the extent reasonably
practicable, to object to such change under applicable administrative procedures to the same extent the Company could make such objection under Applicable Law; provided, that the Reinsurer may only object to such change in the same manner and
to the same extent as it objects to any similar change required by any Applicable Law to life insurance policies and contracts of the Reinsurer that are substantially similar to the Reinsured Policies. 

(b) Non-Guaranteed Elements. The Company will be responsible for determining the cost of insurance charges, loads and expense charges,
credited interest rates, mortality and expense charges, administrative expense risk charges and policyholder dividends, as applicable, under the Reinsured Policies (“Non-Guaranteed Elements”); provided, that the Reinsurer may
provide written recommendations regarding the Non-Guaranteed Elements to the Company and, provided that such recommendations are the same as the Non-Guaranteed Elements established by the Reinsurer for life insurance policies and contracts of the
Reinsurer that are substantially similar to the Reinsured Policies and comply with the written terms of the Policies, Applicable Law and Actuarial Standards of Practice promulgated by the Actuarial Standards Board governing redetermination of
non-guaranteed charges. The Company should consider any such recommendations and act reasonably and in good faith in determining whether to accept any such recommendations and shall not unreasonably delay implementation of any accepted
recommendations for more than ten (10) Business Days after such recommendations are provided to the Company in writing. Notwithstanding the foregoing, the Company shall retain the responsibility for determining the Non-Guaranteed Elements. 

Section 2.8 Premiums. Payment of Premiums to the Reinsurer, as Administrator pursuant to the Administrative Services Agreement, by or
on behalf of a policyholder shall be deemed received by the Company. All monies, checks, drafts, money orders, postal notes and other instruments that may be received after the Effective Date by the Company for premiums, fees or other payments on or
in respect of the Reinsured Policies shall be held in trust by the Company for the benefit of the Reinsurer and shall be immediately transferred and delivered to the Reinsurer, and any such instruments when so delivered shall bear all endorsements
required to effect the transfer of same to the Reinsurer. The Reinsurer is hereby authorized to endorse for payment to the Reinsurer any such checks, drafts, money orders and other instruments pertaining to the Reinsured Policies that are payable
to, or to the order of, the Company and received by the Reinsurer under this Agreement. 
 Section 2.9 Assignment; Security Interest.

 (a) The Company hereby assigns, transfers and conveys to the Reinsurer, effective as of the Effective Time, all of the Company’s
right, title and interest (legal, equitable or otherwise), if any, to payments (i) under the Reinsured Policies of principal and interest paid on policy loans and (ii) of the Premiums, fees and other payments due or made on or after the Effective
Date under the Reinsured Policies. The Reinsurer and the Company hereby agree that, in connection with any termination of this Agreement, all of the Reinsurer’s right, title and interest (legal, equitable or otherwise) in and to the items set
forth in (i) and (ii) above shall be 

  
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 immediately assigned, transferred and conveyed to the Company without any further action by the Parties. Each
Party, as reasonably requested by the other from time to time, shall take all reasonably appropriate actions and execute any reasonably necessary and appropriate additional documents, instruments or conveyances of any kind which may be reasonably
necessary to carry out the provisions of this Section 2.9(a). 
 (b) The Parties intend that at all times prior to the termination of
this Agreement that the Company’s assignment pursuant to Section 2.9(a) be a present assignment of all of the Company’s rights, title and interest and not an assignment as collateral. However, to the extent that such assignment is
not recognized as a present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Company does hereby bargain, sell, convey, assign and otherwise pledge to the Reinsurer, and grant a first
priority security interest to the Reinsurer in, all of the Company’s right, title and interest (legal, equitable or otherwise), if any, to payments (i) under the Reinsured Policies of principal and interest paid on policy loans and (ii) of all
Premiums, fees and other payments due or made on or after the Effective Date under the Reinsured Policies (collectively, the “Collateral”) to secure all of the Company’s obligations under this Agreement. 

(c) This Section 2.9 is being included in this Agreement to ensure that, if an insolvency or other court determines that,
notwithstanding the provisions of this Agreement, including Sections 2.1, 2.2, 2.3, 2.8, 6.2 and 12.1, and the intent of this Agreement, the Company retained ownership of or any rights in the Collateral, the
Reinsurer’s rights to the Collateral are protected with a first priority, perfected security interest, and it is the intent of the Parties that this Section 2.9 be interpreted as such. 

(d) At or prior to the Effective Time, the Company shall file, and the Reinsurer is authorized to file, any and all financing statements
reasonably requested by the Reinsurer in order to perfect the Reinsurer’s right, title and interest under Article 9 of the UCC in and to the Collateral, and the Company shall do such further acts and things as the Reinsurer may reasonably
request in order that the security interest granted hereunder may be maintained as a first priority perfected security interest; provided, that the Reinsurer shall be required to bear all out-of-pocket costs and expenses (including reasonable
attorney’s fees) incurred by the Company in connection with any such action or other thing requested by the Reinsurer. 
 Section 2.10
Hedging. 
 Prior to the Hedge Termination Date: 

(i) The Company shall purchase derivatives to hedge the index risk associated with the Equity Indexed Reinsured Policies (each,
an “EI Hedge” and collectively, the “EI Hedges”). The Company hereby conveys, transfers and assigns to the Reinsurer, effective as of the Effective Date, a 100% interest in the gross realized and unrealized capital
gains and losses in respect of the EI Hedges purchased by the Company prior to or following the Effective Date, intended to hedge the index risk associated with the Reinsurer’s Share of the Equity Indexed Reinsured Policies, each such EI Hedge
purchased prior to the Amendment Date is set forth on Annex C hereto. Such assignment shall occur automatically, without further action on the part of either 

  
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 Party, upon the purchase by the Company of any EI Hedge or, in the case of any EI Hedges entered
into prior to the Effective Date, as of the Effective Date. Following the Amendment Date, the Company shall no longer purchase, and, following the Hedge Termination Date, the Company shall no longer maintain any EI Hedges. EI Hedges assigned under
this Section 2.10(a) will be accounted for as funds withheld assets payable by the Company to the Reinsurer. 
 (ii)
The Company shall pay to the Reinsurer an amount equal to any realized and unrealized capital gains (in accordance with SAP) associated with the EI Hedges in accordance with Section 6.2. 

(iii) The Reinsurer shall pay to the Company an amount equal to any realized and unrealized capital losses (in accordance with
SAP) associated with the EI Hedges in accordance with Section 6.2. 
 (iv) The Company shall use reasonable care in
its hedging activities with respect to the Reinsured Policies, and such activities shall be consistent with the applicable standards set forth in the Transition Services Agreement. In addition, the Company shall not treat the EI 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 equity indexed policies issued by the Company that are not Equity Indexed Reinsured Policies. 

(v) The Company agrees that other than as provided expressly in this Agreement, it shall take any actions reasonably requested
by the Reinsurer to maintain in full force and effect each of the EI Hedges and to perform fully each of its obligations thereunder. The Company may not modify, amend or terminate any EI Hedge or waive any of its rights under any such EI Hedge
without the Reinsurer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and shall fully enforce, at the expense of the Reinsurer, all of its rights thereunder, including, at the Reinsurer’s
request and if applicable, requiring the collateralization by the Hedge Counterparty of exposure and other amounts required to be paid or delivered thereunder. With the Reinsurer’s prior written consent, the Company may exercise any right it
may have to terminate any such EI Hedge and shall, at the Reinsurer’s instruction and expense, effect any discretionary action with respect to the management or administration of the EI Hedges as the Reinsurer shall reasonably request,
including termination, as may be available pursuant to the terms and conditions of any EI Hedge; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such discretionary
action so requested by the Reinsurer and the Company shall indemnify and hold harmless the Reinsurer for Losses to the extent arising out of any failure by the Company to take any such discretionary action as reasonably requested by the Reinsurer.
The Company agrees that it shall, at the direction and at the cost and expense of the Reinsurer, pursue commercially reasonable management and collection efforts with respect to the EI Hedges and, in general, will reasonably cooperate with the
Reinsurer in the management and administration of the EI Hedges. 

  
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 (vi) Following the Effective Date, at the Reinsurer’s request and expense,
the Company shall cooperate with the Reinsurer and use its reasonable best efforts in the context of current market conditions to novate any EI Hedges from the Company to the Reinsurer or a designated Affiliate of the Reinsurer. The Company shall
promptly advise the Reinsurer of any communications with respect to any such proposed novation. All material, written correspondence from either the Company or the Reinsurer to any Hedge Counterparty in connection with any such proposed novation
shall be in a form approved by the other Party; provided that any such approval shall not be unreasonably withheld, conditioned or delayed. At the Reinsurer’s instruction and at the Reinsurer’s cost and expense, the Company shall
take any such action with respect to any such proposed novation as the Reinsurer shall reasonably request, including sending correspondence requesting that an EI Hedge be novated to the Reinsurer or a designated Affiliate of the Reinsurer in a form
approved by the Reinsurer; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer and the Company shall indemnify and hold harmless
the Reinsurer for Losses to the extent arising out of any failure by the Company to take any such action as reasonably requested by the Reinsurer. 

Section 2.11 Existing Interest Maintenance Reserve. Set forth on Schedule 2.11 is the Reinsurer’s Share of the Existing
Interest Maintenance Reserve attributable to the Reinsured Liabilities. The entirety of such Existing Interest Maintenance Reserve shall be calculated by the Company and ceded to the Reinsurer and transferred into the Funds Withheld Account, and
shall be amortized as set forth on Schedule 2.11. The Company shall have no obligation to establish any such Existing Interest Maintenance Reserve. 

Section 2.12 New Amendment Interest Maintenance Reserve. Set forth on Schedule 2.12 is the amount of the New Amendment Interest
Maintenance Reserve. The entirety of such New Amendment Interest Maintenance Reserve shall be calculated by the Company and ceded to and held by the Reinsurer, and shall be amortized as set forth on Schedule 2.12. The Company shall have no
obligation to establish any such New Amendment Interest Maintenance Reserve. 
 Section 2.13 Retention. Unless the New York
Department of Financial Services provides its prior written consent, the Reinsurer shall not retrocede any Reinsured Liabilities in connection with any transaction or series of transactions in which such liabilities will be ceded to a special
purpose financial captive insurer. 
 Section 2.14 Cash Flow Testing Reserves. The Reinsurer will pay to the Company the Portfolio
Yield on the Initial Cash Flow Testing Reserves as part of the Net Settlement pursuant to Section 6.2. 
 Section 2.15 Funds
Withheld Asset Transfer. On the Amendment Date, the Company will transfer to the Reinsurer, by depositing into the Trust Account, all of the assets held in the Funds Withheld Account on the Amendment Date (the “Transferred
Assets”). A complete list of the Transferred Assets is set forth on Schedule 2.15. 

  
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 ARTICLE III 

REINSURANCE LIABILITY 
 Section
3.1 Reinsurance Liability. The reinsurance by the Reinsurer of the Reinsured Policies is subject to the same rates, conditions, limitations and restrictions as the insurance under the Reinsured Policies written by the Company on which the
reinsurance is based. The liability of the Reinsurer hereunder on the terms described herein begins as of the Effective Time and, subject to Article IX hereof, the liability of the Reinsurer on any Reinsured Policy will terminate as and when
all liability of the Company with respect to such Reinsured Policy terminates. 
 Section 3.2 Other Reinsurance. 

(a) The Company agrees that other than as provided expressly in this Agreement, it shall take any actions reasonably requested by the
Reinsurer to maintain in full force and effect each of the Other Reinsurance Agreements and to perform fully each of its obligations thereunder. The Company may not modify, amend, terminate or recapture any Other Reinsurance Agreement or waive any
of its rights under any such agreement without the Reinsurer’s prior written consent and shall fully enforce, at the expense of the Reinsurer, all of its rights thereunder, including, at the Reinsurer’s request, requiring the
collateralization by the third party reinsurer of reserve balances and other amounts thereunder. With the Reinsurer’s prior written consent, the Company may exercise any right it may have to recapture risks ceded under any of the Other
Reinsurance Agreements or to otherwise terminate any such agreement and shall, at the Reinsurer’s instruction and expense, effect any such action with respect to the management or administration of the Other Reinsurance as the Reinsurer shall
reasonably request, including termination or recapture, as may be available under or with respect to the terms of any Other Reinsurance Agreement; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for
Losses arising out of any such action so requested by the Reinsurer. Subject to the terms and conditions of the Administrative Services Agreement, the Company agrees that it shall, at the direction and at the cost and expense of the Reinsurer
(including any reasonable out-of-pocket expenses incurred by the Company), pursue commercially reasonable management and collection efforts with respect to the Other Reinsurance and, in general, will reasonably cooperate with the Reinsurer in the
management of the Other Reinsurance. 
 (b) Following the Effective Date, at the Reinsurer’s expense and reasonable request, the
Company shall cooperate with the Reinsurer and shall use its reasonable best efforts in the context of current market conditions to novate any Other Reinsurance from the Company to the Reinsurer or a designated Affiliate of the Reinsurer. The
Parties shall promptly advise each other of any communications with respect to any such proposed novation. All correspondence from either the Company or the Reinsurer to any reinsurer under Other Reinsurance in connection with any such proposed
novation shall be in a form approved by the other Party; provided that any such approval shall not be unreasonably withheld, conditioned or delayed. At the Reinsurer’s instruction and at the Reinsurer’s cost and expense (including
any reasonable out-of-pocket expenses incurred by the Company), the Company shall effect any such action with respect to any such proposed novation as the Reinsurer shall reasonably request, including sending correspondence requesting that an Other
Reinsurance Agreement be novated 

  
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 to the Reinsurer or a designated Affiliate of the Reinsurer in a form approved by the Reinsurer; provided,
however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer. 

(c) The Company agrees that whenever an Other Reinsurance Agreement provides the Company with a right of set-off, the Company shall exercise
such right of set-off in the event that amounts are due and unpaid from the Reinsurer. The Company shall have no obligation to pursue any claims it may have for indemnification to which it may be entitled in connection with the Other Reinsurance
unless requested to do so by the Reinsurer and at the cost and expense of the Reinsurer (including reasonable out-of-pocket expenses incurred by the Company). In no event shall any such right to indemnification reduce the Reinsurer’s
responsibility for the risk of all Other Reinsurance. 
 Section 3.3 Disclaimer. The Company has no duties, whether express or
implied, including the duty of utmost good faith and other similar duties, which the Company expressly disclaims, and makes no representations or warranties to the Reinsurer, other than those expressly contained in this Agreement. The Reinsurer has
no duties, whether express or implied, including the duty of utmost good faith and other similar duties, which the Reinsurer expressly disclaims, and makes no representations or warranties to the Company, other than those expressly contained in this
Agreement. 
 ARTICLE IV 

CERTAIN FINANCIAL PROVISIONS 

Section 4.1 Credit for Reinsurance. If at any time during the term of this Agreement, the Reinsurer fails to hold and maintain all
licenses, permits and authorities required under Applicable Law to enable the Company to receive statutory reserve credit for the reinsurance ceded to the Reinsurer hereunder in the Company’s state of domicile, the Reinsurer shall, at its sole
expense, establish and maintain security in the form of letters of credit, assets held in a reinsurance trust, funds withheld arrangement or a combination thereof in a manner that meets all Applicable Laws regarding credit for reinsurance, so as to
permit the Company to receive full statutory reserve credit for the reinsurance ceded to the Reinsurer hereunder in the Company’s state of domicile. The form of such letter of credit, trust agreement for such reinsurance trust or any funds
withheld arrangement shall be approved by the New York Department of Financial Services prior to use. 
 Section 4.2 RBC Reports.

 (a) Within forty-five (45) days following the end of the first three calendar quarters of each year during the term of this Agreement,
the Reinsurer shall provide to the Company a report of its RBC Ratio as of the end of such calendar quarter, as estimated in good faith by the Reinsurer. 

(b) Within five (5) Business Days of the submission by the Reinsurer to the insurance department of its domiciliary state of a report of its
risk-based capital levels as of the end of the previous calendar year, but in no event later than sixty (60) days following the end of each calendar year, the Reinsurer shall provide to the Company written certification of its RBC Ratio as of the
end of such calendar year. 

  
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 Section 4.3 Establishment of the Funds Withheld Account. 

(a) On or prior to the Effective Date, the Company shall establish on its books and records a funds withheld account (the “Funds
Withheld Account”) and allocate thereto the Initial Reinsurance Assets with a Statutory Book Value equal to the Initial Coinsurance Premium and, until the Amendment Date, shall maintain the Funds Withheld Account with assets having a
Statutory Book Value equal to the Funds Withheld Account Amount determined from time to time in accordance with this Agreement (the Initial Reinsurance Assets and any other assets allocated to the Funds Withheld Account pursuant to this Agreement,
the “Reinsurance Assets”). The Funds Withheld Account shall be a segregated account established by the Company. Until the Amendment Date, the Company will retain, control and own all Reinsurance Assets. Until the Hedge Termination
Date, the Company shall record the Funds Withheld Account Balance on its statutory financial statements as a payable to the Reinsurer. Following the Hedge Termination Date, the Company shall no longer maintain the Funds Withheld Account. 

(b) Prior to the Amendment Date, the Reinsurance Assets (other than policy loans), and, following the Amendment Date but prior to the Hedge
Termination Date, the EI Hedge assets held in the Funds Withheld Account (other than the policy loans) shall be invested by the Reinsurer or by Goldman Sachs Asset Management or such other investment manager appointed by the Reinsurer with the prior
written consent of the Company pursuant to an investment management agreement. The Reinsurer, Goldman Sachs Asset Management or such other investment manager appointed by the Reinsurer with the prior written consent of the Company shall have the
authority to purchase EI Hedges on the account of the Company commencing (1) year following the Effective Date. For greater certainty, prior to the Amendment Date, (i) each policy loan repaid and interest payment on a policy loan shall be accounted
for as a cash transfer to the Funds Withheld Account from the policyholder in an amount equal to such policy loan repayment or interest payment (and shall result in an allocation by the Company to the Funds Withheld Account of cash, assets or a
combination of cash and assets, with an aggregate Statutory Book Value equal to such policy loan repayment or interest payment), and (ii) each policy loan taken by a policyholder shall be accounted for as a cash transfer from the Funds Withheld
Account to such policyholder (and shall result in cash, assets or a combination of cash and assets, with an aggregate Statutory Book Value equal to the proceeds of such policy loan no longer being allocated by the Company to the Funds Withheld
Account) and the Company shall establish a Reinsurance Asset in an amount equal to the outstanding balance of such policy loan and any accrued but unpaid interest thereon and shall allocate such Reinsurance Asset to the Funds Withheld Account. 

(c) Assets in the Funds Withheld Account may be withdrawn and applied by the Company or any successor of the Company without
diminution because of insolvency on the part of the Company or the Reinsurer only for the following purposes: 
 (i) to pay
to the Company any amount due to be paid out of the Funds Withheld Account as part of the Reinsurer Termination Payment to the extent such amount is not being disputed by the Reinsurer in good faith; 

  
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 (ii) to pay any portion of the Net Settlement due to be paid to the Company in
accordance with Sections 6.2(b) and 6.2(c) to the extent such portion is not being disputed by the Reinsurer in good faith, and any portion thereof that is due to be paid to the Reinsurer to the extent such portion is not being
disputed by the Company in good faith; 
 (iii) to pay to the Reinsurer amounts remaining in the Funds Withheld Account, if
any, after the payment of any amounts due to be paid out of the Funds Withheld Account as part of the Reinsurer Termination Payment to the extent such amount is not being disputed by the Company in good faith; or 

(iv) to pay or reimburse the Company for any other amounts due but not yet recovered from the Reinsurer under this Agreement
in order to satisfy liabilities under the Reinsured Policies to the extent such amounts are not being disputed by the Reinsurer in good faith. 
 For the
avoidance of doubt, (i) any amounts referred to above that are not the subject of a good faith dispute may be withdrawn and applied for the purposes provided above and (ii) payments to policyholders shall not be delayed due to any good faith
disputes by the Company or the Reinsurer under this Section 4.3(c). 
 (d) If assets are withdrawn from the Funds Withheld Account
and are not immediately applied for the purposes set forth in Section 4.3(c) above, the assets improperly withdrawn from the Funds Withheld Account by the Company shall be immediately returned to the Funds Withheld Account. Until such assets
are returned to the Funds Withheld Account, such assets shall be held in trust by the Company separate and apart from any other assets of the Company. The Company shall pay to the Funds Withheld Account interest on the amount of any such improperly
withdrawn assets at the Applicable Rate from the date of withdrawal to the date such assets are returned to the Funds Withheld Account or paid to the Reinsurer, as applicable (the “Excess FWA Draw Interest Amount”). Such interest
shall accrue monthly and shall be paid on the Business Day following the last day of each Monthly Accounting Period. The balance of the amount held or required to be so held separate and apart as of any date of determination shall be an amount (the
“Excess FWA Draw Amount”) equal to (i) the Statutory Book Value of assets withdrawn from the Funds Withheld Account in excess of amounts required for the purposes described in Section 4.3(c) above minus any amounts
applied by the Company therefrom for such permissible purposes plus (ii) the Excess FWA Draw Interest Amount (whether or not payable as of such date of determination). 

Section 4.4 Provision of Security by the Reinsurer. 

(a) On the Amendment Date, the Reinsurer shall establish and fund with an amount of cash and assets having a Statutory Book Value equal to the
Required Balance, calculated in good faith by the Reinsurer as of the Amendment Date, a trust account (the “Trust Account”) with a Qualified United States Financial Institution unaffiliated with the Reinsurer and the Company and
which is reasonably acceptable to the Reinsurer and the Company (the “Trustee”) at the sole cost and expense of the Reinsurer naming the Company as sole beneficiary and shall enter into the Trust Agreement to provide security for
the payment of amounts due the 

  
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 Company under this Agreement. The Reinsurer shall transfer or pay into the Trust Account, and shall thereafter
maintain in the Trust Account, cash and assets managed by the Reinsurer or its designee in accordance with the requirements set forth in the Trust Agreement, having a Statutory Book Value, determined in good faith by the Reinsurer on a quarterly
basis, to be not less than the Required Balance. 
 (b) For purposes of this Agreement, the term “Required Balance”, as of
any date of determination, means an amount equal to (i) (A) the Reinsurer’s Share of the Statutory Reserves that would be required to be held by the Company with respect to the Reinsured Policies if this Agreement were not in effect, plus
(B) the Reinsurer’s Share of the Existing Interest Maintenance Reserve attributable to the Reinsured Liabilities, plus (C) the amount of any New Amendment Interest Maintenance Reserve, less (D) the amount of outstanding policy
loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), less (E)
the net due and deferred Premiums on the Reinsured Policies, less (F) following the Amendment Date and prior to the Hedge Termination Date, the aggregate Statutory Book Value of the EI Hedges, in each case, as of such date of determination
and determined in accordance with SAP (to the extent SAP is applicable), consistently applied, plus (ii) the Trust OC Amount. The Required Balance and the Statutory Book Value of any assets held in the Trust Account shall be calculated by the
Reinsurer as of the last day of each calendar quarter, and the Reinsurer shall provide a certification with respect to such valuation, including the Statutory Book Value and Fair Market Value of the assets (both on an asset-by-asset basis and a
cumulative basis), to the Company and the Trustee within thirty (30) days after the end of such quarter. If the amount of cash plus the Statutory Book Value of assets held in the Trust Account as of any quarter end is less than the Required Balance
as of such quarter end, the Reinsurer shall within five (5) Business Days after such determination is made make such further deposits to the Trust Account as are required in order to restore the Required Balance as of such quarter end. If the amount
of cash plus the Statutory Book Value of assets held in the Trust Account as of any quarter end is greater than the Required Balance as of such quarter end, the Reinsurer may provide notice to the Company of its desire to withdraw assets from the
Trust Account, specifying the amount and type of assets to be withdrawn. Within five (5) Business Days following its delivery of such notice to the Company, the Reinsurer may withdraw such assets from the Trust Account in excess of the amount
necessary to maintain such Required Balance as of the applicable quarter end in accordance with the requirements set forth in the Trust Agreement. Any disputes by the Company of the amount of the Required Balance or the valuation of any asset
deposited in the Trust Account pursuant to this Section 4.4 shall be resolved in accordance with Section 11.2. Upon resolution of any such dispute in accordance with Section 11.2, either (A) the Reinsurer shall cause to be
deposited additional assets that comply with Section 4.4(a) within two (2) Business Days following such resolution, such that following any such deposit, the amount of cash plus the Statutory Book Value of the assets held in the Trust Account
is sufficient to maintain the Required Balance as of the applicable quarter end; or (B) the Reinsurer may withdraw assets from the Trust Account in accordance with this Section 4.4(b), such that following any such withdrawal, the amount of
cash plus the Statutory Book Value of the assets held in the Trust Account is sufficient to maintain the Required Balance as of the applicable quarter end. Unless otherwise agreed upon in writing by the Company, the Reinsurer shall maintain the
Trust Account until all obligations of the Reinsurer under this Agreement have been fully satisfied, as determined by the Company in its sole discretion. 

  
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 (c) The Company and the Reinsurer agree that the assets maintained in the Trust Account may be
withdrawn by the Company only after a default by the Reinsurer in the performance of its monetary obligations hereunder that is not being disputed by the Reinsurer in good faith, which undisputed payment default has not been cured by the Reinsurer
within five (5) Business Days following its receipt of a written notice thereof delivered by the Company. The amount of any such withdrawal in excess of amounts then due to Company hereunder shall be deemed maintained in trust for the benefit of the
Reinsurer and promptly returned to the Trust Account. Upon prior written notice to the Company, the Reinsurer shall have the right to substitute or exchange assets maintained in the Trust Account in accordance with the requirements set forth in the
Trust Agreement. 
 (d) With respect to the transfer of any Transferred Assets to the Trust Account, the Reinsurer will hold valid title to
all such Transferred Assets free and clear of all liens or other encumbrances, other than interests of nominees, custodians or similar intermediaries. As of the date of the transfer of any assets to the Trust Account after the Amendment Date, the
Reinsurer will have good and marketable title to all such assets transferred by it to the Trust Account, all assets transferred by the Reinsurer after the Amendment Date to the Trust Account shall be transferred free and clear of any liens other
than interests of nominees, custodians or similar intermediaries, and the Reinsurer will not create, incur, assume or permit any lien or other encumbrance on any of the assets held in the Trust Account, or on any interest therein or on any of the
proceeds thereof, other than interests of nominees, custodians or similar intermediaries. 
 (e) The Reinsurer shall notify the Company in
writing of any payment default occurring as to any asset in the Trust Account promptly after the Reinsurer receives notice of such default. In the event the Reinsurer determines that a delinquency of a timely payment in regard to any of the assets
in the Trust Account has occurred, the Reinsurer shall inform the Company of such delinquency promptly upon such determination. 
 (f)
Assets in the Trust Account may be withdrawn and applied by the Company or any successor of the Company without diminution because of insolvency on the part of the Company or the Reinsurer only for the following purposes: 

(i) to pay to the Company any amount due to be paid out of the Trust Account as part of the Reinsurer Termination Payment to
the extent such amount is not being disputed by the Reinsurer in good faith; 
 (ii) to pay any portion of the Net Settlement
due to be paid to the Company from the Trust Account in accordance with Section 6.2(b) to the extent such portion is not being disputed by the Reinsurer in good faith; or 

(iii) to pay or reimburse the Company for any other amounts due but not yet recovered from the Reinsurer under this Agreement
in order to satisfy liabilities under the Reinsured Policies to the extent such amounts are not being disputed by the Reinsurer in good faith. 

  
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 For the avoidance of doubt, any amounts referred to above that are not the subject of a good faith dispute may be
withdrawn and applied for the purposes provided above. 
 ARTICLE V 

PLAN OF REINSURANCE 
 Section 5.1
Plan. Reinsurance under this Agreement is on a 100% coinsurance basis and is subject to the terms and conditions of the original policy forms for the Reinsured Policies and any amendments thereto in effect as of the Effective Date. 

Section 5.2 Follow the Fortunes. The Reinsurer’s liability under this Agreement shall commence on the Effective Date, and all
reinsurance with respect to which the Reinsurer shall be liable by virtue of this Agreement shall be subject in all respects to the same risks, terms, rates, conditions, interpretations, assessments, waivers, proportion of premiums paid to, and
reinsurance recoveries benefiting, the Company with respect to the Reinsured Liabilities and the Reinsured Policies, the true intent of this Agreement being that the Reinsurer shall follow the fortunes of the Company with respect to the Reinsured
Liabilities and Reinsured Policies. 
 Section 5.3 Reductions and Terminations. Reinsurance amounts are calculated in terms of
coverages on a “per policy” basis. If the coverage of any Reinsured Policy on an insured is reduced or terminated, reinsurance under this Agreement on such Reinsured Policy will be equally reduced or terminated. 

Section 5.4 Reinstatements. Reinsured Policies ceded under this Agreement shall include any Policy that is reduced, terminated, lapsed
or surrendered, and later reinstated pursuant to and in accordance with its policy provisions and will be reinsured by the Reinsurer in accordance with the terms of this Agreement. The Reinsurer will retain any Premiums and interest that the Company
has received for reinstatement in respect of periods on or after the Effective Date. A terminated Policy that would have been a Reinsured Policy had it been in force at the Effective Time, that later reinstates pursuant to and in accordance with its
policy provisions, will be reinsured by the Reinsurer and become a Reinsured Policy. The Reinsurer will be entitled to retain any Premiums and interest for coverage on or after the Effective Date that is received for such reinstatement, and the
Company will transfer to the Reinsurer the amount of reserves for such reinstated Reinsured Policy as of the Effective Date, calculated in a manner that is consistent with the reserve calculations used for the other Reinsured Policies. The date of
reinsurance for such reinstated Reinsured Policies shall be the Effective Date. For the avoidance of doubt, the reinstated Policies reinsured under this Section 5.4 shall include any Policy treated as lapsed or otherwise terminated prior to
the Effective Time under which the Company subsequently becomes liable as a result of a determination that the policyowner, insured or beneficiary has died prior to the lapse or termination. 

Section 5.5 Contractual Conversions; Internal Replacement; Annuitizations. 

(a) Any conversion, exchange or replacement policy or contract arising from the Reinsured Policies that is converted, exchanged or replaced
pursuant to and in accordance with its policy terms shall be deemed to constitute a Reinsured Policy for purposes of this Agreement and, in the event of a conversion, exchange or replacement of any Reinsured Policy, 

  
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 the Reinsurer shall reinsure the risk resulting from such conversion on the basis set forth hereby with respect
to the Reinsured Policies; provided, however, that the Reinsurer shall not be required to pay any ceding commission with respect to any such converted, exchanged or replacement policy or contract. The Reinsurer will reimburse the
Company for any expenses incurred in issuing a converted, exchanged or replacement policy or contract, but only to the extent such expenses are not covered by payments made by the Reinsurer under the Transition Services Agreement. 

(b) Absent the Reinsurer’s prior written consent (which may be withheld in its sole discretion), the Company will not solicit owners,
beneficiaries or policyholders in connection with, or sponsor or assist, directly or indirectly, in the conduct of, (and will cause each of its Affiliates to refrain from soliciting in connection with, and sponsoring or assisting, directly or
indirectly, in the conduct of) any program of internal replacement under which the owners, beneficiaries or policyholders of Reinsured Policies are or would be encouraged to exchange, or assisted in the exchange of, Reinsured Policies for other
insurance policies or contracts that are not reinsured under this Agreement. Should the Company or its Affiliates or any of their respective successors or assigns initiate such a program of internal replacement that would include any of the risks
reinsured hereunder in violation of the preceding sentence, the Company will immediately notify the Reinsurer. For each risk reinsured hereunder that has been replaced under a program of internal replacement, the Reinsurer shall have the option, at
its sole discretion, of either treating the risks reinsured as recaptured on terms reasonably acceptable to the Reinsurer or continuing reinsurance on the new policy under the terms of this Agreement without any ceding commission therefor. 

(c) Until the earlier of (i) such time as the Reinsurer is able to administer the Reinsured Policies on its information technology systems or
(ii) the expiration of the Transition Services Agreement (the “Systems Conversion”), in the event that a Reinsured Policy is annuitized in full under the contract provisions of such policy (each an “Annuitization”),
the Company shall convert such Reinsured Policy to one or more Supplementary Contracts. At the time of such conversion, the Reinsurer shall pay to the Company an amount equal to the policy surrender value of such Reinsured Policy as of the time of
the conversion (an “Annuitization Payment”) as part of the Net Settlement. Upon the Annuitization of a Reinsured Policy, the Policy 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 5.5(c) the Reinsurer will have no further liability with respect to such Policy or any associated Supplementary Contracts.
For the avoidance of doubt, any Reinsured Policies that undergo an Annuitization following the Systems Conversion will remain Reinsured Policies and the Reinsurer will reinsure any Supplementary Contracts issued with respect to such Reinsured
Policies. 
 Section 5.6 Policy List Errors. 

(a) The Company or the Reinsurer, as applicable, shall notify the other Party if any life insurance policies or contracts issued or reinsured
by the Company and in force as of the Effective Date were inadvertently not included on the Policy List and are determined to be a Policy, which shall in no event include any insurance policies and contracts falling within the following lines of
business: health, annuities, funding agreements, corporate-owned life insurance and bank-owned life insurance when sold on a group basis, synthetic guaranteed investment contracts and variable life or other variable business. 

  
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 (b) If any policies or contracts (or components thereof) are determined to be Policies in
accordance with this Section 5.6, then the Company shall transfer cash or assets, reasonably satisfactory to the Reinsurer, to the Reinsurer in an amount equal to the Statutory Reserves required to be held with respect to such Policies. 

Section 5.7 Renewal Commissions. Any renewal commissions due following the Effective Date will the responsibility of the Reinsurer and
shall be paid by the Reinsurer to the Company as part of the Net Settlement pursuant to Section 6.2. 
 ARTICLE VI 

ADMINISTRATION 
 Section 6.1
Administrative Services. 
 (a) The Parties hereby agree that the Policies, Other Reinsurance Agreements and, subject
to Section 2.10, the EI Hedges shall be administered in accordance with or as otherwise provided in the Administrative Services Agreement and the Transition Services Agreement. The administration of the Policies, Other Reinsurance Agreements
and EI Hedges shall be at the sole cost and expense of the Reinsurer. 
 (b) In the event that the Reinsurer is unable to
administer the Policies, Other Reinsurance Agreements and EI Hedges as provided in Section 6.1(a), the Reinsurer shall remain obligated for the costs and expenses of any replacement party providing such administration and the Reinsurer shall
reimburse the Company for any such costs and expenses as part of the Net Settlement pursuant to Section 6.2. 
 Section 6.2 Net
Settlements. 
 (a) For each Monthly Accounting Period, the Parties will effect a settlement on a net basis (the “Net
Settlement”) as contemplated in, prior to the Amendment Date, Annex B, and on or after the Amendment Date, Annex F, hereto. 

(b) A report reflecting in detail the Net Settlement determinations contemplated in, prior to the Amendment Date, Annex B, and on or
after the Amendment Date, Annex F, shall be prepared not later than thirty (30) calendar days after the end of each Monthly Accounting Period. For as long as required under the Transition Services Agreement, the Company shall prepare and
deliver such report to the Reinsurer. After such time, the Reinsurer shall prepare and deliver such report to the Company. If a Net Settlement report reflects a balance due to the Company, the amount(s) shown as due shall be paid within ten (10)
Business Days of the delivery of the report. If a Net Settlement report reflects a balance due to the Reinsurer, the amount(s) shown as due shall be paid within ten (10) Business Days after the date on which the report was delivered. If there is a
delayed settlement of any payment due hereunder, interest will accrue on such payment at the Applicable Rate. For purposes of this section, a payment will be considered overdue on the date which is ten (10) Business Days after the date such payment
is due hereunder; provided that such interest will begin to accrue from the original due date with respect to such payment. All settlements of account between the Company and the Reinsurer shall be made in cash or its equivalent. 

  
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 (c) To the extent that the Reinsurer makes any direct payments to or on behalf of the Company in
respect of Reinsured Liabilities or other amounts payable to the Company pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the
amount of any such payments shall be taken into account for purposes of determining the Net Settlement. In addition, to the extent the Reinsurer receives any Premiums or other amounts payable to the Reinsurer pursuant to the Net Settlement in
respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Premiums received shall be taken into account for purposes of determining the Net
Settlement. 
 (d) Prior to the Amendment Date, the Net Settlement report delivered in respect of each Monthly Accounting Period shall
include an adjustment to the Funds Withheld Account Balance (each, a “Funds Withheld Account Adjustment”). The Funds Withheld Account Adjustment shall be calculated as an amount equal to (i) minus (ii) minus (iii), where: 

(i) equals the Funds Withheld Account Amount as of the last day of the Monthly Accounting Period to which the then current Net
Settlement report relates; and 
 (ii) equals the Funds Withheld Account Amount at the end of the immediately preceding
Monthly Accounting Period, and 
 (iii) equals the Investment Income earned during the period from but excluding the last day
of the immediately preceding Monthly Accounting Period to and including the last day of the Monthly Accounting Period to which the then current Net Settlement report relates. 

(e) If the Funds Withheld Account Adjustment for any Monthly Accounting Period is positive, then the Reinsurer shall remit to the Company an
amount equal to the Funds Withheld Account Adjustment in accordance with Section 6.2(b). If the Funds Withheld Account Adjustment for any Monthly Accounting Period is negative, then the Company shall remit to the Reinsurer an amount equal to
the absolute value of the Funds Withheld Account Adjustment in accordance with Section 6.2(b). For purposes of calculating the Funds Withheld Account Adjustment for the first Monthly Accounting Period after the Effective Time, clause (iii) of
Section 6.2(d) shall include only Investment Income earned since the Effective Time. 
 (f) In connection with any settlement under
this Agreement, the Reinsurer shall not be obligated to pay any Excluded Reinsured Liability. 
 (g) Prior to the Hedge Termination Date,
the Net Settlement report delivered in respect of each Accounting Period shall include an adjustment equal to the Assigned EI Hedge Proceeds Amounts, minus the Assigned EI Hedge Cost Amounts. If the adjustment for any Accounting Period is positive,
then the Company shall remit to the Reinsurer an amount equal to the adjustment in accordance with this Section 6.2(b). If the adjustment for any Accounting Period is negative, then the Reinsurer shall remit to the Company an amount equal to
the absolute value of the adjustment in accordance with this Section 6.2(b). 

  
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 ARTICLE VII 

DAC TAX 
 Section 7.1 DAC Tax
Election. The Company and the Reinsurer hereby elect and agree under Treasury Regulations Section 1.848-2(g)(8) as follows: 

(a) The Company and the Reinsurer will each attach a schedule to its federal income tax return for the first taxable year
ending after the Effective Date that identifies this Agreement as a reinsurance agreement for which a joint election under Treasury Regulation Section 1.848-2(g)(8) has been made, and will otherwise file its respective federal income tax returns in
a manner consistent with the provisions of Treasury Regulation Section 1.848-2 as in effect on the date this Agreement is executed; 

(b) For each taxable year under this Agreement, the Party with the net positive consideration, as defined in the regulations
promulgated under Section 848 of the Code, will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1) of the Code; 

(c) The Company and the Reinsurer agree to exchange information pertaining to the amount of net consideration under this
Agreement each year to ensure consistency or as otherwise required by the Code and applicable Treasury Regulations; 
 (d)
The first tax year for which this election is effective is 2013; 
 (e) The Reinsurer will submit to the Company by
May 15 each year its calculation of the amount of the net consideration for the preceding calendar year. This schedule of calculations will be accompanied by a statement that the Reinsurer will report such amount of net consideration in its tax
return for the preceding calendar year; 
 (f) The Company may contest such calculation by providing an alternative
calculation to the Reinsurer in writing within thirty (30) days of the Company’s receipt of the Reinsurer’s calculation. If the Company does not so notify the Reinsurer, the Company will report the amount of net consideration as determined
by the Reinsurer in the Company’s tax return for the previous calendar year; 
 (g) If the Company contests the
Reinsurer’s calculation of the amount of net consideration, the dispute shall be resolved in accordance with Section 10.2. 

Both the Company and the Reinsurer are subject to U.S. taxation under Subchapter L of Chapter 1 of the Code. 

  
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 ARTICLE VIII 

INSOLVENCY 
 Section 8.1
Insolvency. The reinsurance ceded hereunder shall be payable by the Reinsurer on the basis of liability of the Company under the Reinsured Policies without diminution because of the insolvency of the Company, directly to the Company or its
liquidator, receiver or statutory successor, except where the Reinsurer, with the consent of the direct insured, has assumed the policy obligations of the Company as direct obligations of the Reinsurer to the payees under a Reinsured Policy and in
substitution for the obligations of the Company to the payees. It is agreed and understood, however, that (i) in the event of the insolvency of the Company, the liquidator, receiver or statutory successor of the Company shall give the Reinsurer
written notice of the pendency of a claim against the insolvent Company on a Reinsured Policy within a reasonable time after such claim is filed in the insolvency proceeding and (ii) during the pendency of such claim the Reinsurer may investigate
such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defenses which it deems available to the Company, its liquidator, receiver or statutory successor 

Section 8.2 Expenses. It is further understood that any expense incurred by the Reinsurer pursuant to Section 8.1 shall be
chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the
Reinsurer. Where two or more assuming reinsurers are involved in the same claim and a majority in interest elect to interpose defenses to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such
expense had been incurred by the Company. 
 ARTICLE IX 

TERMINATION 
 Section 9.1
Duration of Coinsurance. This Agreement will be effective as of the Effective Time. Subject to the provisions of this Article IX, this Agreement will remain in effect, and the reinsurance provided hereunder will remain in force, until
termination of the policy or policies on which the reinsurance is based in accordance with the terms of this Agreement. Except as provided in Sections 9.3, the Reinsured Policies are not eligible for recapture by the Company. 

Section 9.2 Termination. This Agreement shall terminate: 

(a) at any time upon the mutual written consent of the Parties hereto, which writing shall state the effective date of
termination; or 
 (b) automatically at such time as no liability remains under this Agreement. 

  
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 Section 9.3 Termination by the Company. The Company, in its sole discretion, shall have
the option to terminate this Agreement upon the occurrence of any one of the following events: 
 (a) the Reinsurer is placed in
receivership, conservatorship, rehabilitation or liquidation by any insurance regulatory authority; 
 (b) the Reinsurer breaches Section
4.1, and the Reinsurer fails to cure such breach within the earlier of (i) thirty (30) days following receipt of written notice of such breach from the Company and (ii) the last day of the calendar quarter in which such breach occurs;
provided that the Company shall have no right to terminate if the Reinsurer cannot take any action reasonably required for the Company to receive statutory reserve credit without the reasonable cooperation of the Company and the Company shall
not have reasonably cooperated with the Reinsurer; provided, further, that it shall be deemed unreasonable to require the Company to cooperate in the event such cooperation would impose on the Company any cost and the Reinsurer has not
agreed to be responsible for such cost; 
 (c) the Reinsurer fails to pay any material amount due to the Company under this Agreement and
(i) such amount is not subject to a good faith dispute and (ii) such failure is not cured within ten (10) Business Days following the Reinsurer’s receipt of written notice of such failure from the Company; or 

(d) in the event that (i) the Reinsurer’s RBC Ratio is less than 175% or (ii) the Reinsurer fails to provide its RBC Ratio in accordance
with Section 4.2 and, upon delivery of written notice from the Company to the Reinsurer, the Reinsurer shall fail to provide its RBC Ratio within ten (10) Business Days following such notice. 

Section 9.4 Termination by the Reinsurer. Upon the occurrence of a Reinsurer Termination Event, the Reinsurer shall have the right (but
not the obligation) to terminate this Agreement by providing written notice to the Company of its intent to terminate. Termination of this Agreement shall be effective on the date specified in such notice, provided that such date shall not be prior
to the date on which the Termination Event occurred. Upon termination of this Agreement pursuant to this Section 9.4, the Company shall be deemed to have recaptured and reassumed all Reinsured Liabilities. Recapture of the Reinsured Policies
shall be effective on the date specified in the notice of termination. 
 Section 9.5 Settlement Upon Termination. Upon the
termination of this Agreement by the Company pursuant to Section 9.3 or by the Reinsurer pursuant to Section 9.4, subject to payment by the Reinsurer of any amounts due to the Company pursuant to this Section 9.5 and the payment
by the Company of any amounts due to the Reinsurer pursuant to this Section 9.5, the Company shall recapture all liabilities previously ceded to the Reinsurer and the Reinsurer’s liability under this Agreement will terminate
(provided, that such termination shall not relieve any Party of any pre-termination breach of this Agreement). The Company shall prepare a Net Settlement report for the period commencing on the first day of the then-current Monthly Accounting
Period and ending on the date this Agreement is terminated pursuant to Sections 9.3 or 9.4. On the tenth Business Day following the delivery of such Net Settlement report (a) the applicable Party shall pay any amounts due and owing by
such Party on such Net Settlement report; (b) the Reinsurer shall transfer to the Company cash and assets with an aggregate Fair Market Value equal to 100% of an amount equal to: (i) the Reinsurer’s Share of the Statutory Reserves held by the
Company with respect to the Reinsured Policies, plus (ii) the Reinsurer’s Share of the Existing Interest Maintenance Reserve attributable to the Reinsured Liabilities, plus 

  
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 (iii) the amount of any new interest maintenance reserve created at the time of recapture as a result of such
recapture divided by 65%, plus (iv) the amount of any New Amendment Interest Maintenance Reserve that remains unamortized as of the date of termination divided by 65%, minus (v) the Reinsurer’s Share of the amount of outstanding
policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus
(vi) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies reduced by advances thereon, in each case, determined by the Company in accordance with SAP, consistently applied, as of the date of termination (such
amount, the “Reinsurer Termination Payment”); and (c) the Company shall pay to the Reinsurer cash equal to the amount of any cash and assets withdrawn by the Company or any successor by operation of law, including any liquidator,
rehabilitator, receiver or conservator of the Company, from the Trust Account prior to the date of termination, and not used to satisfy claims of policyholders under the Reinsured Policies prior to the date of termination or to otherwise pay amounts
due to the Company pursuant to this Agreement (the “Company Termination Payment”); provided, that, for the avoidance of doubt, the Reinsurer Termination Payment and the Company Termination Payment shall be determined on a net basis
and only the balance shall be due and payable by the Reinsurer or the Company, as the case may be. In the event that a balance is due and payable by the Company, the Company shall pay such balance to the Reinsurer in cash by wire transfer of
immediately available funds. In the event that a balance is due and payable by the Reinsurer, the Reinsurer shall pay such balance to the Company in cash by wire transfer of immediately available funds. Any dispute by either Party of the Company
Termination Payment or the Reinsurer Termination Payment shall be resolved in accordance with Section 10.2. 
 ARTICLE X 

RESOLUTION OF CERTAIN DISPUTES 

Section 10.1 Disputes over Actual Initial Coinsurance Premium Calculations and SPA Adjusted Coinsurance Premium. 

(a) Within thirty (30) days following its receipt from the Company of the Initial Coinsurance Premium Reconciliation Statement or the SPA
Coinsurance Premium Reconciliation Statement, as applicable, (such period, a “Review Period”), the Reinsurer shall either (i) notify the Company in writing of its agreement with the calculation of the Actual Initial Coinsurance
Premium or SPA Adjusted Coinsurance Premium, as applicable, set forth therein (“Notice of Agreement”); or (ii) if the Company determines that the Initial Coinsurance Premium Reconciliation Statement or SPA Coinsurance Premium
Reconciliation Statement, as applicable, or the calculations reflected therein either (x) have not been prepared on the basis set forth in Section 2.3 or in Section 5.8 of the Purchase Agreement or (y) contain or reflect mathematical
errors, inform the Company in writing of its objection (the “Reinsurer’s Objection”), which notice shall set forth in reasonable detail a description of the basis of the Reinsurer’s Objection and the adjustments to such
Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable or the calculations reflected therein that the Reinsurer requests be made. The Company, as applicable, shall, following the
Effective Date through the date that the Initial Coinsurance Premium Reconciliation Statement or SPA Coinsurance Premium Reconciliation Statement, as applicable, becomes final in accordance with the last sentence of Section 10.1(c), take all
actions necessary or desirable to maintain and 

  
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 preserve all accounting books, records, policies and procedures on which such Initial Coinsurance Premium
Reconciliation Statement or SPA Premium Reconciliation Statement, as applicable, are based or on which the finalized Initial Coinsurance Premium Adjustment or SPA Coinsurance Premium Adjustment, as applicable, are to be based so as not to impede or
delay the determination of the finalized Actual Initial Coinsurance Premium, the finalized SPA Adjusted Coinsurance Premium, the finalized Statutory Book Value of the Initial Reinsurance Assets as of the Effective Date or the preparation of the
Reinsurer’s Objection in the manner and utilizing the methods permitted by this Agreement. Upon receipt by the Company of a Notice of Agreement from the Reinsurer or if no Reinsurer’s Objection is received by the Company prior to the
expiration of the Review Period, the Actual Initial Coinsurance Premium, the SPA Adjusted Coinsurance Premium and the Reinsurer’s calculation of the Initial Coinsurance Premium Adjustment (as set forth in the Initial Coinsurance Premium
Reconciliation Statement) and the SPA Coinsurance Premium Adjustment (as set forth in the SPA Coinsurance Premium Reconciliation Statement) shall be deemed to have been accepted by the Reinsurer and will become final and binding upon the Parties in
accordance with the last sentence of Section 10.1(c). 
 (b) If the Reinsurer timely delivers a Reinsurer’s Objection to the
Company, the Company shall have thirty (30) days from the date of such delivery to review and respond to such Reinsurer’s Objection (the “Consultation Period”). The Parties shall use reasonable, good faith efforts to resolve
any disagreements that they may have with respect to the matters set forth in the Reinsurer’s Objection. If the Parties are unable to resolve all of their disagreements with respect to the matters set forth in the Reinsurer’s Objection
within ten (10) Business Days following the expiration of the Consultation Period, then the Parties shall submit all matters that remain in dispute with respect to the Reinsurer’s Objection (along with a copy of the Initial Coinsurance Premium
Reconciliation Statement, SPA Coinsurance Premium Reconciliation Statement and the Company’s calculation of the amounts set forth therein, marked to indicate those line items that are still in dispute) to an independent internationally
recognized accounting firm of independent certified public accountants with appropriate actuarial expertise mutually agreed by the Parties (the “CPA Firm”), which shall, acting as an expert and not as an arbitrator, make a final
determination, on the basis of the standards set forth in Section 2.3 hereof, and only with respect to any remaining differences submitted to the CPA Firm, in accordance with this Section 10.1(b), of the appropriate amount of each line
item in the Initial Coinsurance Premium Reconciliation Statement, SPA Coinsurance Premium Reconciliation Statement and the Company’s calculation of the amounts set forth therein as to which the Parties disagree (such items that remain in
dispute, the “Unresolved Items”). 
 (c) The Parties shall instruct the CPA Firm to deliver its written determination to
the Reinsurer and the Company no later than fifteen Business Days after the Unresolved Items are referred to the CPA Firm. The CPA Firm’s determination shall include a certification that it reached such determination in accordance with this
Section 10.1(c) and shall be conclusive and binding upon the Parties, absent fraud or clear and manifest error. With respect to each Unresolved Item, the CPA Firm’s determination, if not in accordance with the position of either the
Company or the Reinsurer, shall not be more favorable to the Reinsurer than the amounts advocated by the Reinsurer in the Reinsurer’s Objection or more favorable to the Company than the amounts advocated by the Company in the Initial
Coinsurance Premium Reconciliation Statement, the SPA Coinsurance Premium Reconciliation Statement or the Company’s 

  
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 calculations of the amounts set forth therein with respect to such disputed line item and/or calculation. For the
avoidance of doubt, (i) the CPA Firm’s review of the Initial Coinsurance Premium Reconciliation Statement, the SPA Coinsurance Premium Reconciliation Statement and the Company’s calculation of the amounts set forth therein shall be limited
to a determination of whether such documents and calculations were prepared in accordance with Section 2.3, and (ii) the CPA Firm shall not review any line items or make any determination with respect to any matters other than the Unresolved
Items that were referred to the CPA Firm for resolution pursuant to this Section 10.1(c). The determination of the amounts set forth in the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation
Statement, as applicable, that are final and binding on the Parties, as determined either through (1) the Reinsurer’s delivery of a Notice of Agreement pursuant to Section 10.1(a), (2) the Reinsurer’s failure to deliver
Reinsurer’s Objection prior to expiration of the Review Period pursuant to Section 10.1(a), (3) agreement by the Parties during the Consultation Period or (4) the determination of the CPA Firm pursuant to this Section 10.1(c) are
referred to herein as the “finalized Actual Initial Coinsurance Premium,” the “finalized Initial Coinsurance Premium Adjustment,” the “finalized Statutory Book Value of the Initial Reinsurance Assets as of the Effective
Date,” the “finalized SPA Adjusted Coinsurance Premium,” and the “finalized SPA Coinsurance Premium Adjustment,” as the case may be. 

(d) The Parties agree that judgment may be entered upon the CPA Firm’s determination in any court having jurisdiction over the Reinsurer
or the Company or their respective assets, as the case may be. The fees and disbursements of the CPA Firm shall be paid by the Parties in proportion to those matters submitted to the CPA Firm that are resolved against that Party, as such fees and
disbursements are allocated by the CPA Firm in accordance with this Section 10.1 at the time of the CPA Firm’s determination. At any time following delivery of the Initial Coinsurance Premium Reconciliation Statement or the SPA
Coinsurance Premium Reconciliation Statement, as applicable, the Reinsurer shall provide to the Company and its Representatives full access to books and records and other information with respect to the Reinsured Policies and the Net Retained
Liabilities, including work papers of its accountants (subject to execution by the Company and/or its Representatives, as applicable, of a customary hold-harmless agreement in form and substance reasonably acceptable to such accountants), and to any
employees during regular business hours and on reasonable advance notice, to the extent necessary for the Company to prepare the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement or to
prepare materials for presentation to the CPA Firm. The Parties shall make readily available to the CPA Firm, during regular business hours and on reasonable advance notice, interviews with such employees, and all relevant information, books and
records and any work papers of their respective accountants (in each case, subject to execution by the CPA Firm of a customary hold-harmless agreement in form and substance reasonably acceptable to such accountants) relating to the Initial
Coinsurance Premium Reconciliation Statement, the SPA Coinsurance Premium Reconciliation Statement and any Unresolved Items and all other items reasonably required by the CPA Firm to fulfill its obligations under Section 10.1(c). In acting
under this Section 10.2, the CPA Firm will be entitled to the privileges and immunities of an arbitrator. 
 (e) For the avoidance of
doubt, this Section 10.1 shall not apply to any dispute between the Parties with respect to the interpretation of any provision, term or condition of this Agreement. 

  
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 Section 10.2 Disputes over Calculations. After the Effective Date, any dispute between the
Parties with respect to the calculation of amounts that are to be calculated or reported pursuant to this Agreement (other than disputes with respect to the Actual Initial Coinsurance Premium and the SPA Adjusted Initial Coinsurance Premium, which
shall be resolved in accordance with Section 10.1 hereof), including disputes with respect to any Net Settlement, calculations relating to DAC tax or the amount of the Reinsurer Termination Payment or the Company Termination Payment, that
cannot be resolved by the Parties within sixty (60) calendar days, shall be referred to an independent accounting firm of national recognized standing (which shall not have any material relationship with the Reinsurer or the Company) mutually agreed
to by the Parties; provided, however, that where the dispute involves an actuarial issue, the dispute shall instead be referred to an independent actuarial firm of national recognized standing (which shall not have any material
relationship with the Reinsurer or the Company) mutually agreed to by the Parties. Within twenty (20) Business Days following the selection of the accounting firm or actuarial firm, as applicable, the Parties shall submit their positions and
supporting documentation to such accounting firm or actuarial firm. Within forty (40) Business Days of such submission, the accounting firm or actuarial firm, as applicable, shall, in light of the evidence provided by both Parties, determine the
calculations in dispute within the range of difference between the Reinsurer’s position thereto and the Company’s position thereto. There shall be no appeal from the decision made by such firm, which shall be final and binding (absent
fraud or clear and manifest error), except that, either Party may petition a court having jurisdiction over the other Party or its assets to reduce the arbitrator’s decision to judgment. The fees charged by the accounting firm or actuarial
firm, as applicable, to resolve the dispute shall be allocated between the Company and the Reinsurer by such firm in accordance with its judgment as to the relative merits of the Parties’ positions in respect of the dispute. For the avoidance
of doubt, this Section 10.2 shall not apply to any dispute between the Parties with respect to the interpretation of any provision, term or condition of this Agreement. 

ARTICLE XI 
 INDEMNIFICATION 

Section 11.1 Indemnification of the Reinsurer by the Company. From and after the Effective Date, the Company shall indemnify, defend
and hold harmless the Reinsurer and its officers, directors and authorized Representatives (the “Reinsurer Indemnified Parties”) from and against, and pay and reimburse the Reinsurer Indemnified Parties for, all Losses imposed on,
sustained, incurred or suffered by, or asserted against, the Reinsurer Indemnified Parties (a) solely as a result of actions or omissions of the Company, but only to the extent such actions or omissions of the Company constitute gross negligence or
bad faith and were not taken or omitted at the direction of the Reinsurer or consented to by the Reinsurer or (b) arising out of any breach or nonfulfillment by the Company of, or any failure by the Company to perform, any of the covenants, terms or
conditions of or any of its duties or obligations under this Agreement unless such breach, nonfulfillment or failure arises out of or results from the action or omission of the Reinsurer pursuant to the Administrative Services Agreement;
provided, however, that the Company shall have no obligation to indemnify, defend and hold harmless the Reinsurer Indemnified Parties for any Reinsured Liabilities. 

  
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 Section 11.2 Indemnification of the Company by the Reinsurer. From and after the Effective
Date, the Reinsurer shall indemnify, defend and hold harmless the Company, and its officers, directors and authorized Representatives (the “Company Indemnified Parties”) from and against, and pay and reimburse the Company
Indemnified Parties for, all Losses imposed on, sustained or incurred or suffered by, or asserted against, the Company Indemnified Parties to the extent such Losses (a) constitute Reinsured Liabilities, (b) arise out of any breach or nonfulfillment
by the Reinsurer of, or any failure by the Reinsurer to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement unless such breach, nonfulfillment or failure arises out of or results from the
action or omission of the Company or its Affiliates pursuant to the Transition Services Agreement, (c) arise out of written instructions of the Reinsurer given pursuant to Section 3.2 hereof, or (d) arise out of the Company following a
written recommendation of the Reinsurer given in accordance with Section 2.7(b). 
 ARTICLE XII 

CONFIDENTIALITY 
 Section 12.1
Confidentiality. Except as provided in the Other Transaction Agreements, each of the Reinsurer and the Company agrees to hold any Confidential Information with respect to the other Party in strictest confidence and to take all reasonable
steps to ensure that such Confidential Information is not disclosed in any form by any means by it or by its Affiliates, employees, advisors, agents or administrators (collectively, “Representatives”) to third parties of any kind or
used by it or its Representatives for any purpose other than the performance of its obligations under this Agreement; provided that the foregoing obligation shall not prohibit disclosure of any such information (a) if required by Applicable
Law or stock exchange rules, or if required or requested by any Governmental Entity (provided in the case of this clause (a) that the disclosing party shall allow (to the extent permitted by Applicable Law and reasonably practicable) the other Party
a reasonable opportunity to comment on such disclosure in advance of such disclosure); (b) to the disclosing Party’s Representatives, auditors or ratings agencies, provided, that such Representatives, auditors or ratings agencies are
made aware of the provisions of this Article XII; (c) to the extent that the information has been made public by or on behalf of, or with the prior consent of, the non-disclosing Party; (d) if required in connection with any report required
to be filed or submitted with any Governmental Entity; (e) to a retrocessionaire of the Reinsurer; (f) to the extent reasonably necessary in connection with any dispute with respect to this Agreement; and (g) as necessary for the Reinsurer to
perform its obligations as Administrator under the Administrative Services Agreement. The Reinsurer agrees to hold medical, financial and other personal information about proposed, current, and former policyowners, insureds, applicants and
beneficiaries of Policies in confidence to the extent required to be held in confidence under Applicable Law and the Reinsurer’s privacy policy or policies and shall establish and maintain safeguards against the unauthorized access,
destruction, loss or alteration of such information which are no less rigorous than those maintained by Reinsurer for its own information of a similar nature. Notwithstanding anything to the contrary, for purposes of this Section 12.1, the
Reinsurer, in its capacity as Administrator on behalf of the Company, shall not be considered an advisor, agent or administrator of the Company. 

  
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 ARTICLE XIII 

REPRESENTATIONS AND WARRANTIES 

Section 13.1 Representations and Warranties of Reinsurer. The Reinsurer hereby represents and warrants to the Company as of the
Effective Time: 
 (a) Organization, Standing and Authority. The Reinsurer is a corporation duly organized and validly existing under
the laws of the State of Massachusetts and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on the operations of its business as they are now being conducted, except where the failure
to have such authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect. The Reinsurer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where
such qualification is necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, 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 and authority to execute,
deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Reinsurer, and, subject to the due execution and delivery by the Company, this Agreement is valid and the binding obligation of the
Reinsurer, enforceable against the Reinsurer in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting the rights
of creditors of insurance companies or creditor’s rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity). 

(c) Actions and Proceedings. There are no outstanding orders, decrees or judgments by or with any Governmental Entity applicable to the
Reinsurer or its properties or assets that, individually or in the aggregate, have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement. There are no actions, suits, arbitrations or legal,
administrative or other proceedings pending or, to the knowledge of the Reinsurer, threatened against, at law or in equity, or before or by any Governmental Entity or before any arbitrator of any kind which would, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement. 

(d) No Conflict or Violation. The execution, delivery and performance by the Reinsurer of this Agreement and the consummation of the
transactions contemplated hereby in accordance with the terms and conditions hereof will not: (i) violate any provision of the charter, bylaws or other organizational document of the Reinsurer, (ii) violate, conflict with or result in the breach of
any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate or constitute (or with notice or lapse of time or both, constitute) a default under, any contract to which the
Reinsurer is a party or by or to which its properties may be bound or subject, (iii) violate any order, judgment, injunction, award or decree of any arbitrator or Governmental Entity, or any agreement with, or condition imposed by, any arbitrator or
Governmental Entity, binding upon, the Reinsurer, (iv) violate any Applicable Law 

  
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 or (v) result in a breach or violation of any of the terms or conditions of, constitute a default under, or
otherwise cause an impairment of, any license or authorization related to the Reinsurer’s business or necessary to enable the Reinsurer to perform its obligations under this Agreement, except for any such violations, conflicts or breaches which
would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement. 

(e) Brokers and Financial Advisers. No broker, finder or financial adviser has acted directly or indirectly as such for, or is entitled
to any compensation from, the Reinsurer in connection with this Agreement or the transactions contemplated hereby. 
 Section 13.2
Representations and Warranties of the Company. The Company hereby represents and warrants to the Reinsurer as of the Effective Time: 

(a) Organization, Standing and Authority. The Company is a corporation duly organized and validly existing under the laws of the State
of New York and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on the operations of its business as they are now being conducted, except where the failure to have such authority would
not, individually or in the aggregate, reasonably be expected to have a material adverse effect. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is
necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company’s ability to perform its obligations under this
Agreement. 
 (b) Authorization. The Company has all requisite corporate power and authority to execute, deliver and perform its
obligations under this Agreement. This Agreement has been duly executed and delivered by the Company, and, subject to the due execution and delivery by the Reinsurer, this Agreement is valid and the binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting the rights of creditors of insurance
companies or creditor’s rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity). 

(c) Actions and Proceedings. There are no outstanding orders, decrees or judgments by or with any Governmental Entity applicable to the
Company or its properties or assets that, individually or in the aggregate, have a material adverse effect on the Company’s ability to perform its obligations under this Agreement. There are no actions, suits, arbitrations or legal,
administrative or other proceedings pending or, to the knowledge of the Company, threatened against, at law or in equity, or before or by any Governmental Entity or before any arbitrator of any kind which would, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the Company’s ability to perform its obligations under this Agreement. 
  

  
 41 








 (d) No Conflict or Violation. The execution, delivery and performance by the Company of
this Agreement and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof will not: (i) violate any provision of the charter, bylaws or other organizational document of the Company, (ii) violate,
conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate or constitute (or with notice or lapse of time or both, constitute) a
default under, any contract to which the Company is a party or by or to which its properties may be bound or subject, (iii) violate any order, judgment, injunction, award or decree of any arbitrator or Governmental Entity, or any agreement with, or
condition imposed by, any arbitrator or Governmental Entity, binding upon, the Company, (iv) violate any Applicable Law or (v) result in a breach or violation of any of the terms or conditions of, constitute a default under, or otherwise cause an
impairment of, any license or authorization related to the Company’s business or necessary to enable the Company to perform its obligations under this Agreement, except for any such violations, conflicts or breaches which would not individually
or in the aggregate reasonably be expected to have a material adverse effect on the Company’s ability to perform its obligations under this Agreement. 

(e) Brokers and Financial Advisers. No broker, finder or financial adviser has acted directly or indirectly as such for, or is entitled
to any compensation from, the Company in connection with this Agreement or the transactions contemplated hereby. 
 ARTICLE XIV 

GENERAL PROVISIONS 
 Section 14.1
Errors and Omissions. If any delay, omission, error or failure to pay amounts due or to perform any other act required by this Agreement is caused by mistake, misunderstanding or oversight, the Parties will equitably adjust the situation to
what it would have been had the mistake, misunderstanding or oversight not occurred, and the reinsurance provided hereunder will not be invalidated. Should it not be possible to adjust the situation, it will be resolved in accordance with dispute
resolution procedures mutually selected by the Parties. 
 Section 14.2 Offset and Recoupment. The Company or the Reinsurer may
offset or recoup any undisputed balance or amount due from one Party to the other Party under this Agreement; provided, that in the event of the insolvency of the Company, offsets shall only be allowed in accordance with New York Insurance
Law Section 7427. The right of setoff shall not be affected or diminished because of the insolvency of either Party. 
 Section 14.3
Expenses. Except as otherwise provided in this Agreement each Party shall bear its own costs and expenses incurred in connection with the transactions contemplated by this Agreement. All transfer, sales, use, value added, excise, stock
transfer, documentary, stamp, recording, registration and any similar taxes that become payable as a result of the allocation of the Initial Reinsurance Assets to the Funds Withheld Account (including any real property transfer tax and any similar
tax) shall be borne fifty percent (50%) by the Company and fifty percent (50%) by the Reinsurer. 
 Section 14.4 Parties to this
Agreement. This is an agreement for indemnity reinsurance solely between the Company and the Reinsurer. The performance of the obligations of each Party under this Agreement shall be rendered solely to the other Party. The acceptance of risks
under this Agreement shall create no right or legal relationship between the Reinsurer and the insured, owner or beneficiary of any insurance policy or other contract of the Company. 

  
 42 








 Section 14.5 Authority. Neither the Company nor the Reinsurer shall have any power or
authority to act for or on behalf of the other except as expressly granted herein or in the Administrative Services Agreement or Transition Services Agreement, and no other or greater power or authority shall be implied by the grant or denial of
power or authority specifically mentioned herein. No employee or agent of either Party shall be considered an employee or agent of the other. 

Section 14.6 No Assignment. This Agreement may not be assigned by either of the Parties hereto without the prior written approval of the
other Party. Notwithstanding the foregoing, the Reinsurer shall not be prohibited from further transfer of risks accepted hereunder on a retrocession or other basis without the prior approval of the Company; provided that any transfer shall
not relieve the Reinsurer of its obligations under this Agreement. 
 Section 14.7 Notices. Any notice, approval, request, consent,
instruction, or other document to be given hereunder by any Party hereto to the other Party hereto will be delivered by personal delivery, overnight express or facsimile (followed by telephone confirmation with the intended recipient), as follows:

 If to the Company, to: 

Athene Life Insurance Company of New York 

7700 Mills Civic Parkway 
 West
Des Moines, Iowa 50266 
 Telephone: (515) 342-3160 

Facsimile: (877) 733-8593 

Attention: Erik H. Askelsen 

Email: easkelsen@athene.com 
 with
a copy (which shall not constitute notice) to: 
 Athene USA Corporation 

7700 Mills Civic Parkway 
 West
Des Moines, IA 50266 
 Attention: Erik Askelsen 

Email: legal@athene.com 
 and 

Sidley Austin LLP 
 1 South
Dearborn 
 Chicago, Illinois 60603 

Telephone: (312) 853-7061 

Facsimile: (312) 853-7036 
 Attn:
Perry J. Shwachman, Esq. 

  
 43 








 and 

Sidley Austin LLP 
 787 Seventh
Avenue 
 New York, New York 10019 

Telephone: (212) 839-5835 

Facsimile: (212) 839-5599 
 Attn:
Jonathan J. Kelly, Esq. 
 If to the Reinsurer, to: 

First Allmerica Financial Life Insurance Company 

c/o Commonwealth Annuity and Life Insurance Company 

132 Turnpike Road Suite 210 

Southborough, Massachusetts 01772 

Telephone: (508) 460-2408 

Facsimile: (212) 493-9888 
 Attn:
Scott Silverman, Esq. 
 with a copy (which shall not constitute notice) to: 

Debevoise & Plimpton LLP 
 919
Third Avenue 
 New York, New York 10022 

Telephone: (212) 909 6647 

Facsimile: (212) 909 6836 
 Attn:
John M. Vasily, Esq. 
          Thomas M. Kelly, Esq. 

or at such other address for a Party as will be specified by like notice. Each notice or other communication required or permitted under this Agreement that
is addressed as provided in this Section 14.7 will be deemed given upon delivery. 
 Section 14.8 Severability. If any
provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of the Company or the Reinsurer under this Agreement will not be materially and adversely affected
thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will
remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added
automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible. 

Section 14.9 Announcements. Except as required by Applicable Law or in connection with public disclosure to investors or analysts, the
content and timing of public announcements by either Party concerning the transactions contemplated by this Agreement must be approved in advance by both Parties, but such approval shall not be unreasonably withheld, conditioned or delayed. 

  
 44 








 Section 14.10 Schedules, Annexes and Exhibits. All Schedules, Annexes and Exhibits to this
Agreement are attached hereto and are incorporated herein by reference. The provisions of this Agreement (without reference to any attached Schedules, Annexes and Exhibits) shall be deemed to control in the event of any inconsistency or conflict
between the provisions of this Agreement (without reference to any attached Schedules, Annexes and Exhibits) and the Schedules, Annexes and Exhibits attached hereto. 

Section 14.11 Entire Agreement. This Agreement (including all Exhibits, Annexes and Schedules hereto), and the Other Transaction
Agreements constitute the entire agreement, and supersede all prior agreements, understandings, representations and warranties, both written and oral, between the Parties with respect to the subject matter of this Agreement and such other
agreements. Except as set forth in Sections 11.1 and 11.2 with respect to the Reinsurer Indemnified Parties and the Company Indemnified Parties, this Agreement is not intended to and shall not confer upon any Person other than the
Parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns any rights or remedies. 

Section 14.12 Binding Effect. This Agreement is binding upon, and will inure to the benefit of, the Parties and their respective
permitted assignees and successors (including any liquidator, rehabilitator, receiver or conservator of a Party). 
 Section 14.13 Waiver
and Amendment. This Agreement may be modified or amended only by a writing duly executed by the Company and the Reinsurer. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof. A
waiver must be in writing and must be executed by such Party. A waiver on any occasion shall not be deemed to be a waiver of the same or any term or condition on a future occasion. 

Section 14.14 Headings. The headings in this Agreement are for reference purposes only and shall not affect the interpretation of this
Agreement. 
 Section 14.15 Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which
will be deemed an original, but all of which will constitute one and the same instrument. 
 Section 14.16 No Prejudice. The Parties
agree that this Agreement has been jointly negotiated and drafted by the Parties hereto and that the terms hereof shall not be construed in favor of or against any Party on account of its participation in such negotiations and drafting. 

Section 14.17 Governing Law; Jurisdiction; Enforcement. 

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the
principles of conflicts of law rules thereof. 

  
 45 








 (b) Subject to Section 10.1 and Section 10.2, each party hereby irrevocably and
unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York County, for purposes of all legal proceedings arising out of or
relating to this Agreement, or the transactions contemplated by this Agreement, or for recognition and enforcement of any judgment in respect thereof. In any such action, suit or other proceeding, each party hereby irrevocably waives, to the fullest
extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any such proceedings brought in such court and any claim that any such proceeding brought in such a court has been brought in an
inconvenient forum. Each party also agrees that any final and unappealable judgment against a party in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced
in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. Each party agrees that
any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered, sent or mailed in accordance with Section 14.7, constitute good, proper and sufficient service thereof. 

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR
OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.17. 
 Section
14.18 Further Assurances. Each Party shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that the other Party may reasonably
request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby. 
 [Remainder of page
intentionally left blank] 

  
 46 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective duly authorized officers, effective as of the date first written above. 
  

			
	ATHENE LIFE INSURANCE COMPANY OF NEW YORK
		
	By:	 	 
	Name:	 	
	Title:	 	
	
	FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
		
	By:	 	 
	Name:	 	
	Title:	 	


 [Signature Page to Coinsurance Agreement] 







 Schedule 1.1(i) 

Assumed Reinsurance Agreements 

None. 







 Schedule 1.1(ii) 

Other Reinsurance 
  

	1.	Automatic/Facultative YRT Reinsurance Agreement, by and between ALACNY and RGA, dated as of August 18, 2008. 

  

	2.	Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALACNY and Canada Life, dated as of August 18, 2008. 

  

	3.	Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALACNY and General Re, dated as of April 1, 2009. 

  

	4.	Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALACNY and Hannover, dated as of August 16, 2010. 

  

	5.	Automatic/Facultative YRT Reinsurance Agreement, by and between ALACNY and RGA, dated as of November 8, 2008. 

  

	6.	Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALACNY and Canada Life, dated as of November 8, 2008. 

  

	7.	Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALACNY and Canada Life, dated August 18, 2008. 

  

	8.	Automatic YRT Reinsurance Agreement, by and between ALACNY and Scor, dated as of August 16, 2010. 

  

	9.	Automatic Self Administered YRT Reinsurance Agreement, by and between ALACNY and Swiss Re, dated as of January 25, 2010. 

  

	10.	Auto Self Administered YRT Reinsurance Agreement, by and between ALACNY and Swiss Re, dated as of August 16, 2010. 








 Schedule 2.11 

Existing Interest Maintenance Reserve 

[See attached.] 







 Section 2.11 

Existing Interest Maintenance Reserve (Non-Financed NLG) 

The Parties will work together to develop the IMR amortization schedule based upon the actual disposal information, producing an amortization schedule to be
added to this agreement. At the time of this agreement’s execution, the best estimates of IMR are 
 IMR (based on 8/31 experience): $1,480,203








 Schedule 2.12 

New Amendment Interest Maintenance Reserve 

[See attached.] 







 Schedule 2.15 

Amendment Date Funds Withheld Assets 

[See attached.] 







 Annex A 

List of Initial Reinsurance Assets 

[See attached.] 









			
	Annex A (List of Initial Reinsurance Assets)	  	ALACNY - FAFLIC Non-Financed AXXX/XXX

  


																													
	 Available?
	 	 Unique ID
	 	 Maturity

Date
	 	 Sec ID
	 	 Description
	 	Original
Face	 	 	9/26/13 Par
Value	 	 	9/26/13 Stat.
Book Value	 	 	9/26/13
Market
Value	 	 	Accrued
Interest	 
	 Available
	 	 055451AH1-1-526
	 	 01-Apr-19
	 	 055451AH1
	 	 BHP BILLITON FINANCE (USA) LTD
	 	 	3,000,000.00	  	 	 	3,000,000.00	  	 	 	2,993,946.54	  	 	 	3,595,821.00	  	 	 	95,333.33	  
	 Available
	 	 05950WAF5-1-526
	 	 10-Jul-46
	 	 05950WAF5
	 	 BANC OF AMERICA COMMERCIAL MOR
	 	 	6,000,000.00	  	 	 	6,000,000.00	  	 	 	5,992,346.11	  	 	 	6,582,402.00	  	 	 	24,414.00	  
	 Available
	 	 07387MAE9-1-526
	 	 11-Mar-39
	 	 07387MAE9
	 	 BEAR STEARNS COMMERCIAL MORTGA
	 	 	6,000,000.00	  	 	 	6,000,000.00	  	 	 	5,986,530.12	  	 	 	6,506,490.00	  	 	 	24,310.00	  
	 Available
	 	 14170TAB7-1-513
	 	 01-Aug-19
	 	 14170TAB7
	 	 CAREFUSION CORP
	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	989,072.92	  	 	 	1,144,714.00	  	 	 	9,916.67	  
	 Available
	 	 14912L4D0-4-513
	 	 01-Oct-18
	 	 14912L4D0
	 	 CATERPILLAR FINANCIAL SERVICES
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,003,899.37	  	 	 	2,457,850.00	  	 	 	69,325.00	  
	 Available
	 	 14912L4D0-1-525
	 	 01-Oct-18
	 	 14912L4D0
	 	 CATERPILLAR FINANCIAL SERVICES
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,003,899.37	  	 	 	2,457,850.00	  	 	 	69,325.00	  
	 Available
	 	 14912L4D0-1-526
	 	 01-Oct-18
	 	 14912L4D0
	 	 CATERPILLAR FINANCIAL SERVICES
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,003,899.37	  	 	 	2,457,850.00	  	 	 	69,325.00	  
	 Available
	 	 14912L4D0-1-527
	 	 01-Oct-18
	 	 14912L4D0
	 	 CATERPILLAR FINANCIAL SERVICES
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,003,899.37	  	 	 	2,457,850.00	  	 	 	69,325.00	  
	 Available
	 	 205887AX0-1-529
	 	 15-Sep-30
	 	 205887AX0
	 	 CONAGRA FOODS INC
	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	1,294,798.85	  	 	 	1,272,049.00	  	 	 	2,750.00	  
	 Available
	 	 24422EQF9-1-527
	 	 13-Apr-17
	 	 24422EQF9
	 	 JOHN DEERE CAPITAL CORP
	 	 	3,000,000.00	  	 	 	3,000,000.00	  	 	 	2,992,862.02	  	 	 	3,383,691.00	  	 	 	75,166.67	  
	 Available
	 	 251799AA0-4-513
	 	 15-Apr-32
	 	 251799AA0
	 	 DEVON ENERGY CORPORATION
	 	 	2,300,000.00	  	 	 	2,300,000.00	  	 	 	2,668,908.61	  	 	 	3,000,333.90	  	 	 	82,282.50	  
	 Available
	 	 25468PCR5-1-529
	 	 01-Dec-41
	 	 25468PCR5
	 	 WALT DISNEY COMPANY (THE)
	 	 	3,000,000.00	  	 	 	3,000,000.00	  	 	 	2,965,833.60	  	 	 	2,788,764.00	  	 	 	39,875.00	  
	 Available
	 	 26441YAT4-1-526
	 	 15-Aug-19
	 	 26441YAT4
	 	 DUKE REALTY LP
	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	999,717.05	  	 	 	1,244,023.00	  	 	 	9,625.00	  
	 Available
	 	 26884AAY9-1-527
	 	 15-Jul-20
	 	 26884AAY9
	 	 ERP OPERATING LIMITED PARTNERS
	 	 	3,000,000.00	  	 	 	3,000,000.00	  	 	 	2,983,018.01	  	 	 	3,239,349.00	  	 	 	40,375.00	  
	 Available
	 	 278865AM2-1-526
	 	 08-Dec-41
	 	 278865AM2
	 	 ECOLAB INC
	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	4,949,374.36	  	 	 	5,405,770.00	  	 	 	83,263.89	  
	 Available
	 	 316773CH1-1-526
	 	 01-Mar-38
	 	 316773CH1
	 	 FIFTH THIRD BANCORP
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	1,592,563.43	  	 	 	2,575,302.00	  	 	 	11,916.67	  
	 Available
	 	 36962G3P7-1-526
	 	 14-Jan-38
	 	 36962G3P7
	 	 GENERAL ELECTRIC CAPITAL CORP
	 	 	3,000,000.00	  	 	 	3,000,000.00	  	 	 	2,993,153.84	  	 	 	3,311,754.00	  	 	 	35,739.58	  
	 Available
	 	 36962G4B7-1-526
	 	 10-Jan-39
	 	 36962G4B7
	 	 GENERAL ELECTRIC CAPITAL CORP
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	1,970,974.10	  	 	 	2,473,974.00	  	 	 	29,409.72	  
	 Available
	 	 37247DAL0-1-526
	 	 15-Dec-16
	 	 37247DAL0
	 	 GENWORTH FINANCIAL INC
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	1,997,512.93	  	 	 	2,371,132.00	  	 	 	48,875.00	  
	 Available
	 	 38141GFD1-2-513
	 	 01-Oct-37
	 	 38141GFD1
	 	 GOLDMAN SACHS GROUP INC/THE
	 	 	2,675,000.00	  	 	 	2,675,000.00	  	 	 	2,779,975.99	  	 	 	2,825,787.08	  	 	 	88,275.00	  
	 Available
	 	 413875AN5-1-513
	 	 15-Dec-40
	 	 413875AN5
	 	 HARRIS CORPORATION
	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	5,191,349.26	  	 	 	5,402,070.00	  	 	 	87,125.00	  
	 Available
	 	 427866AE8-1-526
	 	 15-Feb-21
	 	 427866AE8
	 	 HERSHEY COMPANY THE
	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	1,038,175.60	  	 	 	1,304,331.00	  	 	 	10,266.67	  
	 Available
	 	 456866AG7-1-526
	 	 15-Aug-21
	 	 456866AG7
	 	 INGERSOLL-RAND CO.
	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	1,028,137.83	  	 	 	1,273,876.00	  	 	 	10,500.00	  
	 Available
	 	 459056JS7-1-525
	 	 01-Sep-16
	 	 459056JS7
	 	 INTERNATIONAL BANK FOR RECONST
	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	974,589.92	  	 	 	1,208,435.00	  	 	 	5,958.33	  
	 Available
	 	 459200AP6-2-528
	 	 01-Dec-96
	 	 459200AP6
	 	 INTERNATIONAL BUSINESS MACHINE
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,285,321.39	  	 	 	2,713,696.00	  	 	 	45,916.67	  
	 Available
	 	 459200AP6-1-529
	 	 01-Dec-96
	 	 459200AP6
	 	 INTERNATIONAL BUSINESS MACHINE
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,284,225.01	  	 	 	2,713,696.00	  	 	 	45,916.67	  
	 Available
	 	 46625YQR7-1-526
	 	 12-Sep-37
	 	 46625YQR7
	 	 JP MORGAN CHASE COMMERCIAL MOR
	 	 	9,500,000.00	  	 	 	9,500,000.00	  	 	 	9,405,278.91	  	 	 	10,009,798.50	  	 	 	33,585.14	  
	 Available
	 	 46629GAE8-1-513
	 	 12-May-45
	 	 46629GAE8
	 	 JP MORGAN CHASE COMMERCIAL MOR
	 	 	4,000,000.00	  	 	 	3,937,184.57	  	 	 	3,721,958.04	  	 	 	4,319,182.03	  	 	 	15,787.24	  
	 Available
	 	 50179MAE1-1-526
	 	 15-Sep-39
	 	 50179MAE1
	 	 LB-UBS COMMERCIAL MORTGAGE TRU
	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	4,695,147.74	  	 	 	5,501,105.00	  	 	 	11,937.78	  
	 Available
	 	 546268AG8-1-513
	 	 01-Dec-23
	 	 546268AG8
	 	 LOUISIANA LAND AND EXPLORATION
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	1,939,672.87	  	 	 	2,582,862.00	  	 	 	49,300.00	  
	 Available
	 	 565849AB2-1-526
	 	 15-Mar-32
	 	 565849AB2
	 	 MARATHON OIL CORP
	 	 	2,900,000.00	  	 	 	2,900,000.00	  	 	 	2,956,608.39	  	 	 	3,437,892.00	  	 	 	6,573.33	  
	 Available
	 	 58013MEF7-2-513
	 	 01-Mar-38
	 	 58013MEF7
	 	 MCDONALDS CORPORATION
	 	 	2,235,000.00	  	 	 	2,235,000.00	  	 	 	2,646,321.86	  	 	 	2,780,514.33	  	 	 	10,169.25	  
	 Available
	 	 61754JAF5-1-526
	 	 11-Jun-42
	 	 61754JAF5
	 	 MORGAN STANLEY CAPITAL I MSC_0
	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	4,059,247.88	  	 	 	4,522,364.00	  	 	 	16,800.25	  
	 Available
	 	 61757LAE0-2-526
	 	 11-Jan-43
	 	 61757LAE0
	 	 MORGAN STANLEY CAPITAL I MSC_0
	 	 	11,496,000.00	  	 	 	11,496,000.00	  	 	 	11,557,432.99	  	 	 	13,376,860.56	  	 	 	53,629.83	  
	 Available
	 	 655664AH3-1-526
	 	 15-Mar-28
	 	 655664AH3
	 	 NORDSTROM INC
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,018,110.88	  	 	 	2,465,212.00	  	 	 	4,633.33	  
	 Available
	 	 694308GE1-1-513
	 	 01-Mar-34
	 	 694308GE1
	 	 PACIFIC GAS & ELECTRIC CO
	 	 	2,500,000.00	  	 	 	2,500,000.00	  	 	 	2,403,628.67	  	 	 	2,784,850.00	  	 	 	10,923.61	  
	 Available
	 	 70213BAA9-1-524
	 	 01-Jun-20
	 	 70213BAA9
	 	 PARTNERRE FINANCE B LLC
	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	999,027.84	  	 	 	1,093,406.00	  	 	 	17,722.22	  
	 Available
	 	 718507BH8-1-527
	 	 15-Jul-18
	 	 718507BH8
	 	 CONOCOPHILLIPS
	 	 	3,000,000.00	  	 	 	3,000,000.00	  	 	 	3,001,306.71	  	 	 	3,618,510.00	  	 	 	39,900.00	  
	 Available
	 	 74340XAN1-6-526
	 	 30-Oct-19
	 	 74340XAN1
	 	 PROLOGIS LP
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	1,996,030.17	  	 	 	2,450,422.00	  	 	 	60,229.17	  
	 Available
	 	 74432QBG9-1-526
	 	 15-Jun-19
	 	 74432QBG9
	 	 PRUDENTIAL FINANCIAL INC
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,029,931.20	  	 	 	2,472,012.00	  	 	 	41,791.67	  
	 Available
	 	 760759AN0-1-513
	 	 15-May-41
	 	 760759AN0
	 	 REPUBLIC SERVICES INC
	 	 	3,000,000.00	  	 	 	3,000,000.00	  	 	 	2,983,226.03	  	 	 	3,217,602.00	  	 	 	62,700.00	  
	 Available
	 	 760759AN0-1-526
	 	 15-May-41
	 	 760759AN0
	 	 REPUBLIC SERVICES INC
	 	 	3,000,000.00	  	 	 	3,000,000.00	  	 	 	2,983,226.03	  	 	 	3,217,602.00	  	 	 	62,700.00	  
	 Available
	 	 780641AH9-1-513
	 	 01-Oct-30
	 	 780641AH9
	 	 KONINKLIJKE KPN NV
	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	1,257,101.13	  	 	 	1,279,597.00	  	 	 	40,944.44	  
	 Available
	 	 806605AG6-1-526
	 	 01-Dec-33
	 	 806605AG6
	 	 MERCK & CO INC
	 	 	3,000,000.00	  	 	 	3,000,000.00	  	 	 	3,352,476.98	  	 	 	3,816,744.00	  	 	 	62,833.33	  
	 Available
	 	 822582AD4-1-513
	 	 15-Dec-38
	 	 822582AD4
	 	 SHELL INTERNATIONAL FINANCE BV
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,258,608.08	  	 	 	2,497,876.00	  	 	 	36,125.00	  
	 Available
	 	 842400FF5-1-526
	 	 15-Jan-37
	 	 842400FF5
	 	 SOUTHERN CALIFORNIA EDISON COM
	 	 	3,800,000.00	  	 	 	3,800,000.00	  	 	 	3,781,472.05	  	 	 	4,253,005.60	  	 	 	42,180.00	  
	 Available
	 	 867914AH6-1-513
	 	 15-Feb-26
	 	 867914AH6
	 	 SUNTRUST BANKS INC
	 	 	3,000,000.00	  	 	 	3,000,000.00	  	 	 	2,882,040.01	  	 	 	3,190,659.00	  	 	 	21,000.00	  
	 Available
	 	 87236YAA6-1-524
	 	 01-Dec-19
	 	 87236YAA6
	 	 TD AMERITRADE HOLDING CORPORAT
	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	1,009,363.19	  	 	 	1,163,615.00	  	 	 	18,044.44	  
	 Available
	 	 88163VAD1-1-526
	 	 01-Feb-36
	 	 88163VAD1
	 	 TEVA PHARMACEUTICAL FINANCE LL
	 	 	2,850,000.00	  	 	 	2,850,000.00	  	 	 	2,871,483.21	  	 	 	3,291,191.40	  	 	 	27,265.00	  
	 Available
	 	8935268Z9-1-526	 	 15-Jan-39
	 	 8935268Z9
	 	 TRANSCANADA PIPELINES LIMITED
	 	 	3,957,000.00	  	 	 	3,957,000.00	  	 	 	4,560,512.96	  	 	 	5,290,006.46	  	 	 	60,344.25	  
	 Available
	 	 911308AA2-1-513
	 	 01-Apr-20
	 	 911308AA2
	 	 UNITED PARCEL SERVICE OF AMERI
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,026,373.60	  	 	 	2,604,080.00	  	 	 	81,888.89	  


  
 Page 1 of 2 










			
	Annex A (List of Initial Reinsurance Assets)	  	ALACNY - FAFLIC Non-Financed AXXX/XXX

  


																													
	 Available?
	 	 Unique ID
	 	 Maturity
Date
	 	 Sec ID
	 	 Description
	 	Original
Face	 	 	9/26/13 Par
Value	 	 	9/26/13 Stat.
Book Value	 	 	9/26/13
Market
Value	 	 	Accrued
Interest	 
	 Available
	 	 91159HHB9-1-525
	 	 15-Nov-16
	 	 91159HHB9
	 	 US BANCORP
	 	 	17,000,000.00	  	 	 	17,000,000.00	  	 	 	16,972,175.82	  	 	 	17,501,942.00	  	 	 	137,133.33	  
	 Available
	 	 91913YAE0-1-513
	 	 15-Apr-32
	 	 91913YAE0
	 	 VALERO ENERGY CORPORATION
	 	 	2,500,000.00	  	 	 	2,500,000.00	  	 	 	2,715,756.15	  	 	 	2,924,780.00	  	 	 	84,375.00	  
	 Available
	 	 92857TAH0-1-526
	 	 15-Feb-30
	 	 92857TAH0
	 	 VODAFONE GROUP PLC
	 	 	3,000,000.00	  	 	 	3,000,000.00	  	 	 	2,965,941.49	  	 	 	3,791,769.00	  	 	 	27,562.50	  
	 Available
	 	 931142BF9-1-513
	 	 15-Feb-30
	 	 931142BF9
	 	 WAL-MART STORES INC
	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,427,088.77	  	 	 	2,686,728.00	  	 	 	17,616.67	  
	 Available
	 	 93976AAH5-1-513
	 	 01-Jul-40
	 	 93976AAH5
	 	 WASHINGTON ST CONV CENTER PUBL
	 	 	4,250,000.00	  	 	 	4,250,000.00	  	 	 	4,250,000.00	  	 	 	4,714,440.00	  	 	 	68,937.36	  
	 Available
	 	 94973VBB2-1-513
	 	 15-Jan-43
	 	 94973VBB2
	 	 WELLPOINT INC
	 	 	3,424,000.00	  	 	 	3,424,000.00	  	 	 	3,262,721.65	  	 	 	3,155,760.42	  	 	 	31,843.20	  
	 Available
	 	 962166AS3-1-526
	 	 15-Jul-23
	 	 962166AS3
	 	 WEYERHAEUSER COMPANY
	 	 	1,700,000.00	  	 	 	1,700,000.00	  	 	 	1,749,708.90	  	 	 	1,985,023.70	  	 	 	24,225.00	  
	 Available
	 	 98389BAH3-1-513
	 	 01-Jul-36
	 	 98389BAH3
	 	 XCEL ENERGY INC
	 	 	2,500,000.00	  	 	 	2,500,000.00	  	 	 	2,483,244.05	  	 	 	3,016,802.50	  	 	 	38,819.44	  


  
 Page 2 of 2 








 Annex B 

Pre-Amendment Date Net Settlements 

[See attached.] 







 Monthly Accounting Report 

For the Monthly Accounting Period ending on 
  

															
	 Section 1: Policy cash flows to/(from) Ceding Company (gross)
	  		  				  			
		  	 First Year Premium (net of returns and refunds of premiums)
	  		  	 	$—  	  	  			
		  	 Renewal Premium (net of returns and refunds of premiums, including dividends)
	  		  	 	—  	  	  			
		  		  		  		  	  
	  
	 	  			
	 A
	  	 TOTAL Premium
	  		  				  	 	—  	  
		  	 Full / Partial Surrenders, net of surrender charges
	  		  	 	—  	  	  			
		  	 Death Claims
	  		  	 	—  	  	  			
		  	 Matured Endowments
	  		  	 	—  	  	  			
		  	 Waiver of Premium and other benefit riders
	  		  	 	—  	  	  			
		  		  		  		  	  
	  
	 	  			
	 B
	  	 TOTAL Claims
	  		  				  	 	—  	  
		  	 Premiums received on third-party reinsurance
	  		  	 	—  	  	  			
		  	 Claims paid on third-party reinsurance
	  		  	 	—  	  	  			
		  	 Commissions / expense allowances on third-party reinsurance
	  		  	 	—  	  	  			
		  	 Other Benefits paid/received on third-party reinsurance
	  		  	 	—  	  	  			
		  		  		  		  	  
	  
	 	  			
	 C
	  	 Net third-party reinsurance
	  		  				  	 	—  	  
		  	 Renewal commissions
	  		  	 	—  	  	  			
		  		  		  		  	  
	  
	 	  			
	 D
	  	 Total commissions
	  		  				  	 	—  	  
	 Section 2: Policy cash flows due to / (owed from) Reinsurer
	  		  				  			
	 E
	  	 Net Policy Cash Flows (A - B +/- C - D)
	  		  				  	 	—  	  
		  	 x Quota Share
	  		  				  	 	100%	  
		  		  		  		  				  	  
	  
	 
	 F
	  	 Reinsurer Share of Net Policy Cash Flows
	  		  				  	 	—  	  
	 G
	  	 Net Settlement Amounts paid to/(by) Reinsurer during Period
	  		  				  			
		  		  		  	 MM/DD/YYYY
	  	 	—  	  	  			
		  		  		  		  	  
	  
	 	  			
		  		  		  		  				  	 	—  	  
		  		  		  		  				  	  
	  
	 
	 H
	  	 Policy Cash Flows due to/(owed from) Reinsurer (F - G)
	  		  				  	 	—  	  
		  		  		  		  				  	  
	  
	 
	 Section 3 Quarterly Net Settlement Amount owed to / (from) Reinsurer
	  		  				  			
	 I
	  	 Policy Cash Flows
	  		  				  	 	—  	  
		  	 Premiums Received
	  		  	 	—  	  	  			
		  	x 1.8%	  		  	 	1.80%	  	  			
		  		  		  		  	  
	  
	 	  			
		  	 Premium Tax Allowance:
	  		  	 	—  	  	  			
		  		  	 - Premium Tax Allowance Prior Year True-up
	  		  	 	—  	  	  			
		  	 Guarantee Assessments Paid by the Company
	  		  	 	—  	  	  			
	 J
	  	 Total Premium Taxes / Guarantee Assessments
	  		  				  	 	—  	  
	 K
	  	 Miscellaneous
	  		  				  			
		  	a.	  	Producer Payments and Commissions	  		  				  	 	—  	  
		  		  		  		  				  	  
	  
	 
	 L
	  	 Quarterly Net Settlement Amount owed to / (from) Reinsurer
	  		  				  	 	—  	  
		  		  		  		  				  	  
	  
	 
	 Section 4.1: Funds Withheld Account
	  		  				  			
	 M
	  	 Statutory Carrying Value of Assets at Beginning Month
	  		  				  	 	$—  	  
	 N
	  	 Investment Income
	  		  				  	 	—  	  
	 O
	  	 GSAM Investment Management Fees
	  		  				  	 	—  	  









													
	 P
	  	 Realized Gains / (Losses)
	  		  				  	 	—  	  
	 Q
	  	 Changes in Unrealized Gains for NAIC 6
	  		  				  	 	—  	  
	 R
	  	 Statutory Impairments / Default Losses Realized
	  		  				  	 	—  	  
		  		  	 MM/DD/YYYY
	  	 	—  	  	  			
		  		  	 MM/DD/YYYY
	  	 	—  	  	  			
		  		  	 MM/DD/YYYY
	  	 	—  	  	  			
		  		  	 MM/DD/YYYY
	  	 	—  	  	  			
		  		  		  	  
	  
	 	  			









													
	 S
	  	 Cash or other assets transferred (to) / from Reinsurer
	  		  				  	 	—  	  
		  		  	 MM/DD/YYYY
	  	 	—  	  	  			
		  		  	 MM/DD/YYYY
	  	 	—  	  	  			
		  		  	 MM/DD/YYYY
	  	 	—  	  	  			
		  		  	 MM/DD/YYYY
	  	 	—  	  	  			
		  		  		  	  
	  
	 	  			
	 T
	  	 Cash or other assets transferred (to) / from Reinsurer_Retrocessionaire
	  		  				  	 	—  	  
	 U
	  	 Statutory Carrying Value of Assets at End of Month

(M + N - O +/- P +/- Q +/- R +/- S +/- T )
	  		  				  	 	—  	  
		  	 Assigned Hedge Costs
	  		  	 	—  	  	  			
		  	 Assigned Hedge Proceeds
	  		  	 	—  	  	  			
		  		  		  	  
	  
	 	  			
	 V
	  	 Net hedge (costs) / proceeds due to/(from) Reinsurer
	  		  				  	 	—  	  
		  	 Policy Loan Interest Received
	  		  	 	—  	  	  			
		  	 Policy Loan Principal Repayments
	  		  	 	—  	  	  			
		  	 Less: Policy Loans Issued / Adjusted
	  		  	 	—  	  	  			
		  		  		  	  
	  
	 	  			
	 W
	  	 TOTAL Policy Loans
	  		  				  	 	—  	  
	 Section 5: Calculation of Funds Withheld Adjustment 
	  		  				  			
	 X
	  	 Total Funds Withheld Account

(U +/- V +/- W)
	  		  				  	 	—  	  
	 Y
	  	 Amounts still owed from prior settlement
	  		  				  	 	—  	  
	 Z
	  	 Ending Statutory Reserves
	  		  				  	 	—  	  
	 AA
	  	 Funds Withheld Adjustment due from / (to) the Reinsurer

(Z - X +/- Y)
	  		  				  	 	—  	  
		  		  		  				  	  
	  
	 
	 AB
	  	 Net Amount to Transfer (AA - L)
	  		  				  	 	—  	  
		  		  		  				  	  
	  
	 








 Annex C 

EI Hedges 
 [See attached.]


  
 2 








 Annex D 

Life Reference Balance Sheet 

[See attached.] 

  
 3 








 ALACNY Financed - US Bank Reference Balance Sheet 

Assets and liabilities for ALACNY to transfer to FAFLIC 

Illustrative, based on 8/31/2013 ALACNY balances 
 Debit
(Credit) 
  

					
	 	  	US Bank	 
	 	  	Funds Withheld Treaty	 
	 Cash
	  	 	1,112,503	  
	 Deferred premium
	  	 	646,476	  
	 Funds withheld receivable
	  	 	187,114,613	  
		  	  
	  
	 
	 Total assets
	  	 	188,873,592	  
	 Life reserves - Statutory Reserve
	  	 	(187,114,613	) 
	 Claim liability
	  	 	(278,776	) 
	 Existing interest maintenance reserve
	  	 	(1,480,203	) 
		  	  
	  
	 
	 Total liabilities
	  	 	(188,873,592	) 
		  	  
	  
	 
	 Liabilities transferred in excess of assets transferred
	  	 	—  	  
		  	  
	  
	 

  







 Annex E 

Policy List 
 [See
attached.] 

  
 4 








 ALACNY Policy Listings — 2010-12 Block AXXX 

 

															
	 BL28902580
	 	 BL28904510
	 	 BL06260110
	 	 BL06265060
	 	 BL06267990
	 	 BL06270860
	 	 BL06273880
	 	 BL06276810

	 BL28902590
	 	 BL28904530
	 	 BL06260150
	 	 BL06265130
	 	 BL06268000
	 	 BL06270880
	 	 BL06273950
	 	 BL06276820

	 BL28902630
	 	 BL28904650
	 	 BL06260200
	 	 BL06265140
	 	 BL06268050
	 	 BL06271000
	 	 BL06274180
	 	 BL06276860

	 BL28902680
	 	 BL28904660
	 	 BL06260340
	 	 BL06265150
	 	 BL06268060
	 	 BL06271070
	 	 BL06274190
	 	 BL06276890

	 BL28902750
	 	 BL28904700
	 	 BL06260370
	 	 BL06265160
	 	 BL06268130
	 	 BL06271160
	 	 BL06274380
	 	 BL06276900

	 BL28902770
	 	 BL28904840
	 	 BL06260400
	 	 BL06265330
	 	 BL06268160
	 	 BL06271170
	 	 BL06274440
	 	 BL06276930

	 BL28902860
	 	 BL28904860
	 	 BL06260410
	 	 BL06265430
	 	 BL06268170
	 	 BL06271190
	 	 BL06274480
	 	 BL06276960

	 BL28902930
	 	 BL28904890
	 	 BL06260760
	 	 BL06265440
	 	 BL06268190
	 	 BL06271230
	 	 BL06274580
	 	 BL06276970

	 BL28902970
	 	 BL28904920
	 	 BL06260930
	 	 BL06265450
	 	 BL06268210
	 	 BL06271240
	 	 BL06274640
	 	 BL06277010

	 BL28902990
	 	 BL28904940
	 	 BL06260990
	 	 BL06265460
	 	 BL06268400
	 	 BL06271400
	 	 BL06274650
	 	 BL06277070

	 BL28903060
	 	 BL28904960
	 	 BL06261010
	 	 BL06265500
	 	 BL06268460
	 	 BL06271410
	 	 BL06274660
	 	 BL06277080

	 BL28903090
	 	 BL28904970
	 	 BL06261190
	 	 BL06265590
	 	 BL06268490
	 	 BL06271420
	 	 BL06274790
	 	 BL06277110

	 BL28903100
	 	 BL28905000
	 	 BL06261300
	 	 BL06265630
	 	 BL06268550
	 	 BL06271430
	 	 BL06274850
	 	 BL06277130

	 BL28903120
	 	 BL28905030
	 	 BL06261310
	 	 BL06265690
	 	 BL06268680
	 	 BL06271450
	 	 BL06274860
	 	 BL06277180

	 BL28903160
	 	 BL28905060
	 	 BL06261350
	 	 BL06265720
	 	 BL06268690
	 	 BL06271490
	 	 BL06274870
	 	 BL06277230

	 BL28903180
	 	 BL28905090
	 	 BL06261400
	 	 BL06265760
	 	 BL06268740
	 	 BL06271510
	 	 BL06274880
	 	 BL06277240

	 BL28903210
	 	 BL28905140
	 	 BL06261410
	 	 BL06265790
	 	 BL06268770
	 	 BL06271520
	 	 BL06274920
	 	 BL06277250

	 BL28903240
	 	 BL28905190
	 	 BL06261420
	 	 BL06265820
	 	 BL06268820
	 	 BL06271630
	 	 BL06274980
	 	 BL06277280

	 BL28903280
	 	 BL28905210
	 	 BL06261540
	 	 BL06265880
	 	 BL06268920
	 	 BL06271650
	 	 BL06275110
	 	 BL06277290

	 BL28903310
	 	 BL28905240
	 	 BL06261610
	 	 BL06265930
	 	 BL06268950
	 	 BL06271720
	 	 BL06275140
	 	 BL06277310

	 BL28903330
	 	 BL28905270
	 	 BL06261620
	 	 BL06265950
	 	 BL06269020
	 	 BL06271750
	 	 BL06275180
	 	 BL06277340

	 BL28903350
	 	 BL28905290
	 	 BL06261660
	 	 BL06265980
	 	 BL06269060
	 	 BL06271770
	 	 BL06275190
	 	 BL06277430

	 BL28903390
	 	 BL28905310
	 	 BL06261760
	 	 BL06266010
	 	 BL06269150
	 	 BL06271820
	 	 BL06275230
	 	 BL06277440

	 BL28903400
	 	 BL28905330
	 	 BL06261770
	 	 BL06266050
	 	 BL06269180
	 	 BL06271840
	 	 BL06275270
	 	 BL06277490

	 BL28903440
	 	 BL28905370
	 	 BL06261870
	 	 BL06266060
	 	 BL06269200
	 	 BL06271870
	 	 BL06275340
	 	 BL06277510

	 BL28903480
	 	 BL28905380
	 	 BL06261940
	 	 BL06266080
	 	 BL06269210
	 	 BL06271890
	 	 BL06275350
	 	 BL06277610

	 BL28903520
	 	 BL28905400
	 	 BL06262030
	 	 BL06266090
	 	 BL06269290
	 	 BL06271910
	 	 BL06275370
	 	 BL06277620

	 BL28903580
	 	 BL28905410
	 	 BL06262360
	 	 BL06266100
	 	 BL06269310
	 	 BL06272030
	 	 BL06275390
	 	 BL06277740

	 BL28903600
	 	 BL28905510
	 	 BL06262400
	 	 BL06266150
	 	 BL06269380
	 	 BL06272050
	 	 BL06275410
	 	 BL06277750

	 BL28903610
	 	 BL28905530
	 	 BL06262440
	 	 BL06266170
	 	 BL06269390
	 	 BL06272120
	 	 BL06275420
	 	 BL06277780

	 BL28903620
	 	 BL28905570
	 	 BL06262600
	 	 BL06266180
	 	 BL06269400
	 	 BL06272180
	 	 BL06275440
	 	 BL06277820

	 BL28903670
	 	 BL28905590
	 	 BL06263010
	 	 BL06266200
	 	 BL06269430
	 	 BL06272210
	 	 BL06275450
	 	 BL06277830

	 BL28903680
	 	 BL28905630
	 	 BL06263030
	 	 BL06266260
	 	 BL06269500
	 	 BL06272270
	 	 BL06275470
	 	 BL06277860

	 BL28903710
	 	 BL28905660
	 	 BL06263040
	 	 BL06266350
	 	 BL06269570
	 	 BL06272280
	 	 BL06275490
	 	 BL06278270

	 BL28903730
	 	 BL28905710
	 	 BL06263100
	 	 BL06266370
	 	 BL06269600
	 	 BL06272340
	 	 BL06275640
	 	 BL06278300

	 BL28903830
	 	 BL28905720
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	 	 BL06278310

	 BL28903850
	 	 BL28905740
	 	 BL06263180
	 	 BL06266410
	 	 BL06269680
	 	 BL06272590
	 	 BL06275720
	 	 BL06278340

	 BL28903880
	 	 BL28905760
	 	 BL06263260
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	 	 BL06269690
	 	 BL06272680
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	 	 BL06278360

	 BL28903900
	 	 BL28905790
	 	 BL06263690
	 	 BL06266450
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	 	 BL06272810
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	 	 BL06278470

	 BL28903930
	 	 BL28905800
	 	 BL06263710
	 	 BL06266550
	 	 BL06269840
	 	 BL06272850
	 	 BL06275950
	 	 BL06278480

	 BL28903940
	 	 BL28905890
	 	 BL06263760
	 	 BL06266620
	 	 BL06269850
	 	 BL06272860
	 	 BL06275960
	 	 BL06278550

	 BL28903970
	 	 BL28905900
	 	 BL06263770
	 	 BL06266670
	 	 BL06269870
	 	 BL06272890
	 	 BL06275970
	 	 BL06278620

	 BL28903980
	 	 BL28905910
	 	 BL06263790
	 	 BL06266820
	 	 BL06269900
	 	 BL06272950
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	 BL28904000
	 	 BL28905920
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	 BL28904010
	 	 BL28906020
	 	 BL06263930
	 	 BL06266850
	 	 BL06270000
	 	 BL06273040
	 	 BL06276110
	 	 BL06278700

	 BL28904040
	 	 BL28906070
	 	 BL06263990
	 	 BL06267000
	 	 BL06270040
	 	 BL06273050
	 	 BL06276170
	 	 BL06278720

	 BL28904050
	 	 BL28906090
	 	 BL06264110
	 	 BL06267040
	 	 BL06270050
	 	 BL06273140
	 	 BL06276180
	 	 BL06278730

	 BL28904070
	 	 BL28906160
	 	 BL06264320
	 	 BL06267120
	 	 BL06270120
	 	 BL06273160
	 	 BL06276190
	 	 BL06278750

	 BL28904090
	 	 BL28906170
	 	 BL06264390
	 	 BL06267150
	 	 BL06270370
	 	 BL06273170
	 	 BL06276270
	 	 BL06278770

	 BL28904110
	 	 BL28906240
	 	 BL06264410
	 	 BL06267250
	 	 BL06270430
	 	 BL06273230
	 	 BL06276300
	 	 BL06278800

	 BL28904120
	 	 BL28906280
	 	 BL06264420
	 	 BL06267290
	 	 BL06270440
	 	 BL06273270
	 	 BL06276380
	 	 BL06278820

	 BL28904140
	 	 BL28906310
	 	 BL06264440
	 	 BL06267340
	 	 BL06270450
	 	 BL06273280
	 	 BL06276400
	 	 BL06278850

	 BL28904170
	 	 BL28906340
	 	 BL06264480
	 	 BL06267360
	 	 BL06270460
	 	 BL06273380
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	 	 BL06278880

	 BL28904210
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	 	 BL06267370
	 	 BL06270520
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	 	 BL06278890

	 BL28904230
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	 	 BL06264780
	 	 BL06267410
	 	 BL06270560
	 	 BL06273440
	 	 BL06276590
	 	 BL06278920

	 BL28904250
	 	 BL28906420
	 	 BL06264820
	 	 BL06267450
	 	 BL06270650
	 	 BL06273500
	 	 BL06276600
	 	 BL06278930

	 BL28904280
	 	 BL28906460
	 	 BL06264850
	 	 BL06267540
	 	 BL06270660
	 	 BL06273530
	 	 BL06276610
	 	 BL06278940

	 BL28904300
	 	 BL28906530
	 	 BL06264870
	 	 BL06267570
	 	 BL06270670
	 	 BL06273610
	 	 BL06276620
	 	 BL06278960

	 BL28904320
	 	 BL28906640
	 	 BL06264890
	 	 BL06267580
	 	 BL06270700
	 	 BL06273640
	 	 BL06276630
	 	 BL06279000

	 BL28904370
	 	 BL06259380
	 	 BL06264940
	 	 BL06267750
	 	 BL06270720
	 	 BL06273740
	 	 BL06276640
	 	 BL06279040

	 BL28904410
	 	 BL06259570
	 	 BL06265010
	 	 BL06267760
	 	 BL06270810
	 	 BL06273750
	 	 BL06276700
	 	 BL06279070

	 BL28904460
	 	 BL06259630
	 	 BL06265040
	 	 BL06267800
	 	 BL06270850
	 	 BL06273870
	 	 BL06276720
	 	 BL06279080


  

  
 1 









 ALACNY Policy Listings — 2010-12 Block AXXX 

 


															
	 BL06279120
	 	 BL06281820
	 	 BL06283790
	 	 BL06286010
	 	 BL06288880
	 	 BL06291290
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	 BL06279150
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	 	 BL06288890
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	 	 BL06295470

	 BL06279160
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	 	 BL06295500

	 BL06279170
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	 	 BL06283850
	 	 BL06286510
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	 	 BL06291410
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	 	 BL06295520

	 BL06279190
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	 	 BL06286590
	 	 BL06288960
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	 	 BL06293970
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	 BL06279220
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	 	 BL06283910
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	 	 BL06288980
	 	 BL06291500
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	 	 BL06295560

	 BL06279380
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	 	 BL06286720
	 	 BL06289130
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	 	 BL06294010
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	 BL06279460
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	 BL06279470
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	 BL06279630
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	 BL06279650
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	 BL06279660
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	 	 BL06284190
	 	 BL06286940
	 	 BL06289440
	 	 BL06291780
	 	 BL06294160
	 	 BL06295850

	 BL06279700
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	 	 BL06296000

	 BL06279790
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	 	 BL06287040
	 	 BL06289490
	 	 BL06291920
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	 BL06279810
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	 BL06279830
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	 	 BL06287090
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	 	 BL06292020
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	 BL06279920
	 	 BL06282490
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	 	 BL06289580
	 	 BL06292030
	 	 BL06294270
	 	 BL06296150

	 BL06279930
	 	 BL06282510
	 	 BL06284440
	 	 BL06287160
	 	 BL06289590
	 	 BL06292090
	 	 BL06294290
	 	 BL06296170

	 BL06279950
	 	 BL06282520
	 	 BL06284450
	 	 BL06287250
	 	 BL06289710
	 	 BL06292140
	 	 BL06294320
	 	 BL06296180

	 BL06279990
	 	 BL06282530
	 	 BL06284510
	 	 BL06287270
	 	 BL06289790
	 	 BL06292270
	 	 BL06294330
	 	 BL06296210

	 BL06280060
	 	 BL06282560
	 	 BL06284540
	 	 BL06287280
	 	 BL06289840
	 	 BL06292300
	 	 BL06294360
	 	 BL06296220

	 BL06280110
	 	 BL06282570
	 	 BL06284580
	 	 BL06287340
	 	 BL06289870
	 	 BL06292510
	 	 BL06294380
	 	 BL06296240

	 BL06280330
	 	 BL06282620
	 	 BL06284600
	 	 BL06287360
	 	 BL06289880
	 	 BL06292530
	 	 BL06294430
	 	 BL06296250

	 BL06280380
	 	 BL06282640
	 	 BL06284610
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	 	 BL06289900
	 	 BL06292540
	 	 BL06294480
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	 BL06280440
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	 	 BL06284630
	 	 BL06287510
	 	 BL06289910
	 	 BL06292550
	 	 BL06294490
	 	 BL06296340

	 BL06280450
	 	 BL06282670
	 	 BL06284640
	 	 BL06287550
	 	 BL06289940
	 	 BL06292570
	 	 BL06294510
	 	 BL06296360

	 BL06280500
	 	 BL06282730
	 	 BL06284660
	 	 BL06287590
	 	 BL06290020
	 	 BL06292580
	 	 BL06294550
	 	 BL06296390

	 BL06280520
	 	 BL06282770
	 	 BL06284700
	 	 BL06287600
	 	 BL06290030
	 	 BL06292660
	 	 BL06294620
	 	 BL06296430

	 BL06280540
	 	 BL06282780
	 	 BL06284710
	 	 BL06287650
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	 	 BL06292670
	 	 BL06294680
	 	 BL06296440

	 BL06280550
	 	 BL06282790
	 	 BL06284790
	 	 BL06287670
	 	 BL06290060
	 	 BL06292680
	 	 BL06294700
	 	 BL06296450

	 BL06280560
	 	 BL06282820
	 	 BL06284860
	 	 BL06287680
	 	 BL06290080
	 	 BL06292710
	 	 BL06294720
	 	 BL06296460

	 BL06280610
	 	 BL06282850
	 	 BL06284870
	 	 BL06287690
	 	 BL06290120
	 	 BL06292720
	 	 BL06294790
	 	 BL06296530

	 BL06280640
	 	 BL06282870
	 	 BL06284880
	 	 BL06287730
	 	 BL06290140
	 	 BL06292810
	 	 BL06294810
	 	 BL06296560

	 BL06280650
	 	 BL06282950
	 	 BL06284890
	 	 BL06287810
	 	 BL06290160
	 	 BL06292840
	 	 BL06294840
	 	 BL06296600

	 BL06280680
	 	 BL06282990
	 	 BL06284910
	 	 BL06287870
	 	 BL06290180
	 	 BL06292900
	 	 BL06294850
	 	 BL06296630

	 BL06280720
	 	 BL06283010
	 	 BL06284920
	 	 BL06287930
	 	 BL06290190
	 	 BL06292930
	 	 BL06294860
	 	 BL06296650

	 BL06280730
	 	 BL06283030
	 	 BL06284950
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	 	 BL06290260
	 	 BL06292960
	 	 BL06294870
	 	 BL06296670

	 BL06280760
	 	 BL06283040
	 	 BL06284960
	 	 BL06287950
	 	 BL06290390
	 	 BL06293010
	 	 BL06294890
	 	 BL06296690

	 BL06280770
	 	 BL06283060
	 	 BL06285000
	 	 BL06288080
	 	 BL06290400
	 	 BL06293050
	 	 BL06294900
	 	 BL06296730

	 BL06280780
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	 	 BL06285070
	 	 BL06288120
	 	 BL06290410
	 	 BL06293090
	 	 BL06294970
	 	 BL06296740

	 BL06280800
	 	 BL06283150
	 	 BL06285120
	 	 BL06288160
	 	 BL06290490
	 	 BL06293100
	 	 BL06294990
	 	 BL06296990

	 BL06280830
	 	 BL06283170
	 	 BL06285150
	 	 BL06288170
	 	 BL06290500
	 	 BL06293110
	 	 BL06295060
	 	 BL06297040

	 BL06280890
	 	 BL06283200
	 	 BL06285240
	 	 BL06288250
	 	 BL06290560
	 	 BL06293140
	 	 BL06295090
	 	 BL06297050

	 BL06281000
	 	 BL06283260
	 	 BL06285250
	 	 BL06288270
	 	 BL06290610
	 	 BL06293180
	 	 BL06295100
	 	 BL06297070

	 BL06281130
	 	 BL06283270
	 	 BL06285260
	 	 BL06288280
	 	 BL06290650
	 	 BL06293190
	 	 BL06295110
	 	 BL06297100

	 BL06281160
	 	 BL06283290
	 	 BL06285300
	 	 BL06288300
	 	 BL06290660
	 	 BL06293200
	 	 BL06295120
	 	 BL06297130

	 BL06281200
	 	 BL06283300
	 	 BL06285400
	 	 BL06288310
	 	 BL06290670
	 	 BL06293250
	 	 BL06295130
	 	 BL06297140

	 BL06281220
	 	 BL06283350
	 	 BL06285410
	 	 BL06288330
	 	 BL06290770
	 	 BL06293260
	 	 BL06295140
	 	 BL06297220

	 BL06281250
	 	 BL06283420
	 	 BL06285440
	 	 BL06288340
	 	 BL06290780
	 	 BL06293270
	 	 BL06295150
	 	 BL06297230

	 BL06281310
	 	 BL06283450
	 	 BL06285490
	 	 BL06288410
	 	 BL06290850
	 	 BL06293360
	 	 BL06295170
	 	 BL06297240

	 BL06281430
	 	 BL06283460
	 	 BL06285510
	 	 BL06288430
	 	 BL06290890
	 	 BL06293390
	 	 BL06295190
	 	 BL06297270

	 BL06281450
	 	 BL06283500
	 	 BL06285550
	 	 BL06288540
	 	 BL06290930
	 	 BL06293420
	 	 BL06295200
	 	 BL06297340

	 BL06281540
	 	 BL06283540
	 	 BL06285610
	 	 BL06288560
	 	 BL06290970
	 	 BL06293450
	 	 BL06295220
	 	 BL06297350

	 BL06281560
	 	 BL06283550
	 	 BL06285650
	 	 BL06288580
	 	 BL06290980
	 	 BL06293460
	 	 BL06295260
	 	 BL06297410

	 BL06281570
	 	 BL06283580
	 	 BL06285720
	 	 BL06288620
	 	 BL06291000
	 	 BL06293480
	 	 BL06295280
	 	 BL06297430

	 BL06281600
	 	 BL06283590
	 	 BL06285740
	 	 BL06288630
	 	 BL06291070
	 	 BL06293500
	 	 BL06295300
	 	 BL06297470

	 BL06281680
	 	 BL06283600
	 	 BL06285780
	 	 BL06288700
	 	 BL06291090
	 	 BL06293640
	 	 BL06295320
	 	 BL06297480

	 BL06281720
	 	 BL06283610
	 	 BL06285790
	 	 BL06288730
	 	 BL06291120
	 	 BL06293660
	 	 BL06295380
	 	 BL06297490

	 BL06281730
	 	 BL06283710
	 	 BL06285820
	 	 BL06288740
	 	 BL06291150
	 	 BL06293680
	 	 BL06295390
	 	 BL06297550

	 BL06281750
	 	 BL06283730
	 	 BL06285840
	 	 BL06288750
	 	 BL06291180
	 	 BL06293690
	 	 BL06295430
	 	 BL06297560

	 BL06281790
	 	 BL06283750
	 	 BL06285860
	 	 BL06288770
	 	 BL06291190
	 	 BL06293750
	 	 BL06295440
	 	 BL06297590

	 BL06281810
	 	 BL06283770
	 	 BL06285940
	 	 BL06288860
	 	 BL06291260
	 	 BL06293770
	 	 BL06295450
	 	 BL06297610



  
 2 









 ALACNY Policy Listings — 2010-12 Block AXXX 

 


															
	 BL06297620
	 	 BL06299460
	 	 BL06301490
	 	 BL06303440
	 	 BL06305910
	 	 BL06307550
	 	 BL06309860
	 	 BL06311700

	 BL06297640
	 	 BL06299470
	 	 BL06301500
	 	 BL06303490
	 	 BL06305930
	 	 BL06307570
	 	 BL06309870
	 	 BL06311730

	 BL06297650
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	 	 BL06301510
	 	 BL06303610
	 	 BL06305940
	 	 BL06307690
	 	 BL06309940
	 	 BL06311750

	 BL06297670
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	 	 BL06301550
	 	 BL06303620
	 	 BL06305960
	 	 BL06307730
	 	 BL06309950
	 	 BL06311840

	 BL06297700
	 	 BL06299600
	 	 BL06301570
	 	 BL06303660
	 	 BL06306010
	 	 BL06307770
	 	 BL06309990
	 	 BL06311850

	 BL06297710
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	 	 BL06301610
	 	 BL06303710
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	 	 BL06307840
	 	 BL06310000
	 	 BL06311860

	 BL06297730
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	 	 BL06301630
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	 	 BL06307980
	 	 BL06310010
	 	 BL06311870

	 BL06297740
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	 	 BL06301710
	 	 BL06303850
	 	 BL06306110
	 	 BL06308040
	 	 BL06310020
	 	 BL06311930

	 BL06297760
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	 	 BL06301720
	 	 BL06303870
	 	 BL06306140
	 	 BL06308050
	 	 BL06310040
	 	 BL06311950

	 BL06297790
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	 	 BL06306170
	 	 BL06308060
	 	 BL06310120
	 	 BL06311960

	 BL06297830
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	 	 BL06303990
	 	 BL06306190
	 	 BL06308070
	 	 BL06310130
	 	 BL06312060

	 BL06297970
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	 	 BL06301780
	 	 BL06304000
	 	 BL06306200
	 	 BL06308090
	 	 BL06310140
	 	 BL06312090

	 BL06298000
	 	 BL06299900
	 	 BL06301870
	 	 BL06304090
	 	 BL06306210
	 	 BL06308170
	 	 BL06310150
	 	 BL06312100

	 BL06298090
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	 	 BL06301990
	 	 BL06304110
	 	 BL06306220
	 	 BL06308180
	 	 BL06310160
	 	 BL06312130

	 BL06298180
	 	 BL06299990
	 	 BL06302020
	 	 BL06304140
	 	 BL06306270
	 	 BL06308250
	 	 BL06310220
	 	 BL06312190

	 BL06298190
	 	 BL06300020
	 	 BL06302040
	 	 BL06304180
	 	 BL06306280
	 	 BL06308320
	 	 BL06310270
	 	 BL06312200

	 BL06298220
	 	 BL06300060
	 	 BL06302140
	 	 BL06304260
	 	 BL06306310
	 	 BL06308360
	 	 BL06310290
	 	 BL06312280

	 BL06298230
	 	 BL06300070
	 	 BL06302150
	 	 BL06304310
	 	 BL06306320
	 	 BL06308380
	 	 BL06310310
	 	 BL06312300

	 BL06298240
	 	 BL06300110
	 	 BL06302160
	 	 BL06304350
	 	 BL06306340
	 	 BL06308390
	 	 BL06310340
	 	 BL06312310

	 BL06298250
	 	 BL06300130
	 	 BL06302180
	 	 BL06304380
	 	 BL06306350
	 	 BL06308400
	 	 BL06310360
	 	 BL06312330

	 BL06298260
	 	 BL06300230
	 	 BL06302190
	 	 BL06304390
	 	 BL06306410
	 	 BL06308410
	 	 BL06310420
	 	 BL06312370

	 BL06298290
	 	 BL06300310
	 	 BL06302220
	 	 BL06304410
	 	 BL06306490
	 	 BL06308470
	 	 BL06310440
	 	 BL06312400

	 BL06298310
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	 	 BL06302230
	 	 BL06304430
	 	 BL06306510
	 	 BL06308530
	 	 BL06310470
	 	 BL06312440

	 BL06298330
	 	 BL06300350
	 	 BL06302250
	 	 BL06304490
	 	 BL06306550
	 	 BL06308670
	 	 BL06310510
	 	 BL06312450

	 BL06298350
	 	 BL06300370
	 	 BL06302270
	 	 BL06304500
	 	 BL06306560
	 	 BL06308790
	 	 BL06310530
	 	 BL06312470

	 BL06298370
	 	 BL06300380
	 	 BL06302310
	 	 BL06304510
	 	 BL06306570
	 	 BL06308830
	 	 BL06310540
	 	 BL06312520

	 BL06298410
	 	 BL06300450
	 	 BL06302340
	 	 BL06304530
	 	 BL06306610
	 	 BL06308860
	 	 BL06310570
	 	 BL06312540

	 BL06298430
	 	 BL06300460
	 	 BL06302350
	 	 BL06304560
	 	 BL06306640
	 	 BL06308870
	 	 BL06310580
	 	 BL06312560

	 BL06298480
	 	 BL06300560
	 	 BL06302360
	 	 BL06304570
	 	 BL06306720
	 	 BL06308900
	 	 BL06310630
	 	 BL06312600

	 BL06298490
	 	 BL06300590
	 	 BL06302380
	 	 BL06304580
	 	 BL06306730
	 	 BL06309040
	 	 BL06310660
	 	 BL06312630

	 BL06298500
	 	 BL06300600
	 	 BL06302410
	 	 BL06304590
	 	 BL06306740
	 	 BL06309060
	 	 BL06310690
	 	 BL06312680

	 BL06298510
	 	 BL06300620
	 	 BL06302430
	 	 BL06304610
	 	 BL06306820
	 	 BL06309070
	 	 BL06310700
	 	 BL06312690

	 BL06298550
	 	 BL06300630
	 	 BL06302470
	 	 BL06304650
	 	 BL06306840
	 	 BL06309080
	 	 BL06310710
	 	 BL06312700

	 BL06298570
	 	 BL06300640
	 	 BL06302490
	 	 BL06304680
	 	 BL06306850
	 	 BL06309090
	 	 BL06310720
	 	 BL06312720

	 BL06298640
	 	 BL06300660
	 	 BL06302500
	 	 BL06304730
	 	 BL06306880
	 	 BL06309100
	 	 BL06310730
	 	 BL06312740

	 BL06298650
	 	 BL06300700
	 	 BL06302510
	 	 BL06304740
	 	 BL06306930
	 	 BL06309240
	 	 BL06310750
	 	 BL06312760

	 BL06298680
	 	 BL06300720
	 	 BL06302550
	 	 BL06304750
	 	 BL06306960
	 	 BL06309300
	 	 BL06310890
	 	 BL06312810

	 BL06298690
	 	 BL06300730
	 	 BL06302600
	 	 BL06304780
	 	 BL06306970
	 	 BL06309310
	 	 BL06310960
	 	 BL06312840

	 BL06298730
	 	 BL06300760
	 	 BL06302620
	 	 BL06304850
	 	 BL06306980
	 	 BL06309320
	 	 BL06310970
	 	 BL06312850

	 BL06298740
	 	 BL06300770
	 	 BL06302650
	 	 BL06304880
	 	 BL06306990
	 	 BL06309340
	 	 BL06311010
	 	 BL06312860

	 BL06298820
	 	 BL06300810
	 	 BL06302660
	 	 BL06304890
	 	 BL06307040
	 	 BL06309390
	 	 BL06311030
	 	 BL06312890

	 BL06298860
	 	 BL06300860
	 	 BL06302680
	 	 BL06304910
	 	 BL06307050
	 	 BL06309400
	 	 BL06311060
	 	 BL06312910

	 BL06298880
	 	 BL06300880
	 	 BL06302720
	 	 BL06304970
	 	 BL06307070
	 	 BL06309440
	 	 BL06311080
	 	 BL06312990

	 BL06298910
	 	 BL06300890
	 	 BL06302730
	 	 BL06305030
	 	 BL06307090
	 	 BL06309480
	 	 BL06311180
	 	 BL06313100

	 BL06298940
	 	 BL06300900
	 	 BL06302810
	 	 BL06305060
	 	 BL06307120
	 	 BL06309490
	 	 BL06311190
	 	 BL06313130

	 BL06299000
	 	 BL06300940
	 	 BL06302840
	 	 BL06305130
	 	 BL06307150
	 	 BL06309500
	 	 BL06311210
	 	 BL06313150

	 BL06299030
	 	 BL06300990
	 	 BL06302860
	 	 BL06305140
	 	 BL06307160
	 	 BL06309510
	 	 BL06311220
	 	 BL06313200

	 BL06299040
	 	 BL06301000
	 	 BL06302900
	 	 BL06305170
	 	 BL06307190
	 	 BL06309560
	 	 BL06311230
	 	 BL06313210

	 BL06299090
	 	 BL06301030
	 	 BL06302910
	 	 BL06305180
	 	 BL06307200
	 	 BL06309570
	 	 BL06311240
	 	 BL06313220

	 BL06299100
	 	 BL06301050
	 	 BL06302930
	 	 BL06305220
	 	 BL06307210
	 	 BL06309580
	 	 BL06311260
	 	 BL06313250

	 BL06299110
	 	 BL06301060
	 	 BL06302950
	 	 BL06305230
	 	 BL06307260
	 	 BL06309610
	 	 BL06311280
	 	 BL06313260

	 BL06299120
	 	 BL06301080
	 	 BL06302980
	 	 BL06305380
	 	 BL06307270
	 	 BL06309640
	 	 BL06311320
	 	 BL06313280

	 BL06299150
	 	 BL06301100
	 	 BL06302990
	 	 BL06305430
	 	 BL06307330
	 	 BL06309650
	 	 BL06311340
	 	 BL06313290

	 BL06299160
	 	 BL06301160
	 	 BL06303000
	 	 BL06305530
	 	 BL06307340
	 	 BL06309660
	 	 BL06311350
	 	 BL06313320

	 BL06299170
	 	 BL06301220
	 	 BL06303010
	 	 BL06305580
	 	 BL06307350
	 	 BL06309670
	 	 BL06311410
	 	 BL06313460

	 BL06299220
	 	 BL06301240
	 	 BL06303020
	 	 BL06305620
	 	 BL06307380
	 	 BL06309690
	 	 BL06311460
	 	 BL06313470

	 BL06299230
	 	 BL06301300
	 	 BL06303080
	 	 BL06305640
	 	 BL06307430
	 	 BL06309720
	 	 BL06311520
	 	 BL06313490

	 BL06299300
	 	 BL06301350
	 	 BL06303130
	 	 BL06305740
	 	 BL06307440
	 	 BL06309730
	 	 BL06311540
	 	 BL06313510

	 BL06299330
	 	 BL06301370
	 	 BL06303150
	 	 BL06305830
	 	 BL06307470
	 	 BL06309750
	 	 BL06311570
	 	 BL06313590

	 BL06299340
	 	 BL06301380
	 	 BL06303170
	 	 BL06305870
	 	 BL06307500
	 	 BL06309770
	 	 BL06311580
	 	 BL06313600

	 BL06299410
	 	 BL06301420
	 	 BL06303210
	 	 BL06305880
	 	 BL06307520
	 	 BL06309840
	 	 BL06311620
	 	 BL06313630

	 BL06299440
	 	 BL06301440
	 	 BL06303430
	 	 BL06305890
	 	 BL06307540
	 	 BL06309850
	 	 BL06311630
	 	 BL06313660



  
 3 









 ALACNY Policy Listings — 2010-12 Block AXXX 

 


															
	 BL06313670
	 	 BL06315490
	 	 BL06317510
	 	 BL06319260
	 	 BL06320870
	 	 BL06322490
	 	 BL06323980
	 	 BL06326000

	 BL06313680
	 	 BL06315580
	 	 BL06317540
	 	 BL06319280
	 	 BL06320890
	 	 BL06322510
	 	 BL06324010
	 	 BL06326010

	 BL06313690
	 	 BL06315680
	 	 BL06317550
	 	 BL06319300
	 	 BL06320930
	 	 BL06322530
	 	 BL06324020
	 	 BL06326090

	 BL06313710
	 	 BL06315720
	 	 BL06317580
	 	 BL06319320
	 	 BL06320980
	 	 BL06322560
	 	 BL06324070
	 	 BL06326110

	 BL06313720
	 	 BL06315750
	 	 BL06317630
	 	 BL06319330
	 	 BL06320990
	 	 BL06322580
	 	 BL06324110
	 	 BL06326130

	 BL06313760
	 	 BL06315760
	 	 BL06317670
	 	 BL06319380
	 	 BL06321000
	 	 BL06322630
	 	 BL06324200
	 	 BL06326200

	 BL06313780
	 	 BL06315770
	 	 BL06317700
	 	 BL06319410
	 	 BL06321030
	 	 BL06322650
	 	 BL06324210
	 	 BL06326230

	 BL06313790
	 	 BL06315780
	 	 BL06317720
	 	 BL06319430
	 	 BL06321070
	 	 BL06322670
	 	 BL06324250
	 	 BL06326250

	 BL06313820
	 	 BL06315790
	 	 BL06317740
	 	 BL06319490
	 	 BL06321090
	 	 BL06322680
	 	 BL06324270
	 	 BL06326340

	 BL06313850
	 	 BL06315820
	 	 BL06317760
	 	 BL06319550
	 	 BL06321130
	 	 BL06322700
	 	 BL06324280
	 	 BL06326360

	 BL06313880
	 	 BL06315830
	 	 BL06317780
	 	 BL06319560
	 	 BL06321140
	 	 BL06322750
	 	 BL06324300
	 	 BL06326420

	 BL06313980
	 	 BL06315850
	 	 BL06317810
	 	 BL06319600
	 	 BL06321160
	 	 BL06322800
	 	 BL06324310
	 	 BL06326430

	 BL06313990
	 	 BL06315870
	 	 BL06317820
	 	 BL06319620
	 	 BL06321170
	 	 BL06322810
	 	 BL06324320
	 	 BL06326530

	 BL06314000
	 	 BL06316020
	 	 BL06317860
	 	 BL06319630
	 	 BL06321200
	 	 BL06322830
	 	 BL06324410
	 	 BL06326560

	 BL06314130
	 	 BL06316030
	 	 BL06317890
	 	 BL06319650
	 	 BL06321240
	 	 BL06322840
	 	 BL06324420
	 	 BL06326580

	 BL06314140
	 	 BL06316070
	 	 BL06317900
	 	 BL06319700
	 	 BL06321340
	 	 BL06322890
	 	 BL06324470
	 	 BL06326600

	 BL06314160
	 	 BL06316080
	 	 BL06317910
	 	 BL06319720
	 	 BL06321390
	 	 BL06322900
	 	 BL06324490
	 	 BL06326630

	 BL06314170
	 	 BL06316110
	 	 BL06317920
	 	 BL06319740
	 	 BL06321470
	 	 BL06322920
	 	 BL06324500
	 	 BL06326660

	 BL06314210
	 	 BL06316120
	 	 BL06317970
	 	 BL06319760
	 	 BL06321600
	 	 BL06322970
	 	 BL06324540
	 	 BL06326670

	 BL06314220
	 	 BL06316150
	 	 BL06318010
	 	 BL06319770
	 	 BL06321610
	 	 BL06322980
	 	 BL06324550
	 	 BL06326680

	 BL06314260
	 	 BL06316240
	 	 BL06318070
	 	 BL06319780
	 	 BL06321620
	 	 BL06322990
	 	 BL06324560
	 	 BL06326690

	 BL06314270
	 	 BL06316290
	 	 BL06318120
	 	 BL06319810
	 	 BL06321650
	 	 BL06323010
	 	 BL06324590
	 	 BL06326730

	 BL06314290
	 	 BL06316310
	 	 BL06318170
	 	 BL06319830
	 	 BL06321710
	 	 BL06323030
	 	 BL06324610
	 	 BL06326750

	 BL06314410
	 	 BL06316350
	 	 BL06318190
	 	 BL06319840
	 	 BL06321720
	 	 BL06323040
	 	 BL06324620
	 	 BL06326880

	 BL06314430
	 	 BL06316360
	 	 BL06318210
	 	 BL06319860
	 	 BL06321730
	 	 BL06323060
	 	 BL06324630
	 	 BL06326900

	 BL06314520
	 	 BL06316370
	 	 BL06318270
	 	 BL06319870
	 	 BL06321760
	 	 BL06323070
	 	 BL06324650
	 	 BL06326970

	 BL06314540
	 	 BL06316390
	 	 BL06318290
	 	 BL06319880
	 	 BL06321770
	 	 BL06323090
	 	 BL06324660
	 	 BL06327020

	 BL06314550
	 	 BL06316400
	 	 BL06318330
	 	 BL06319890
	 	 BL06321780
	 	 BL06323100
	 	 BL06324690
	 	 BL06327030

	 BL06314580
	 	 BL06316420
	 	 BL06318350
	 	 BL06319940
	 	 BL06321790
	 	 BL06323110
	 	 BL06324760
	 	 BL06327060

	 BL06314620
	 	 BL06316440
	 	 BL06318370
	 	 BL06319970
	 	 BL06321820
	 	 BL06323120
	 	 BL06324770
	 	 BL06327100

	 BL06314630
	 	 BL06316480
	 	 BL06318390
	 	 BL06319980
	 	 BL06321840
	 	 BL06323160
	 	 BL06324790
	 	 BL06327120

	 BL06314670
	 	 BL06316510
	 	 BL06318420
	 	 BL06320000
	 	 BL06321860
	 	 BL06323190
	 	 BL06324930
	 	 BL06327130

	 BL06314690
	 	 BL06316540
	 	 BL06318440
	 	 BL06320020
	 	 BL06321880
	 	 BL06323230
	 	 BL06325030
	 	 BL06327150

	 BL06314710
	 	 BL06316570
	 	 BL06318450
	 	 BL06320040
	 	 BL06321910
	 	 BL06323240
	 	 BL06325040
	 	 BL06327170

	 BL06314720
	 	 BL06316580
	 	 BL06318460
	 	 BL06320060
	 	 BL06321960
	 	 BL06323250
	 	 BL06325060
	 	 BL06327180

	 BL06314740
	 	 BL06316610
	 	 BL06318480
	 	 BL06320070
	 	 BL06322000
	 	 BL06323260
	 	 BL06325280
	 	 BL06327270

	 BL06314810
	 	 BL06316650
	 	 BL06318490
	 	 BL06320090
	 	 BL06322030
	 	 BL06323270
	 	 BL06325340
	 	 BL06327280

	 BL06314840
	 	 BL06316660
	 	 BL06318510
	 	 BL06320100
	 	 BL06322040
	 	 BL06323280
	 	 BL06325350
	 	 BL06327300

	 BL06314850
	 	 BL06316670
	 	 BL06318560
	 	 BL06320110
	 	 BL06322060
	 	 BL06323290
	 	 BL06325400
	 	 BL06327360

	 BL06314860
	 	 BL06316680
	 	 BL06318680
	 	 BL06320130
	 	 BL06322070
	 	 BL06323310
	 	 BL06325410
	 	 BL06327380

	 BL06314900
	 	 BL06316690
	 	 BL06318690
	 	 BL06320150
	 	 BL06322080
	 	 BL06323320
	 	 BL06325470
	 	 BL06327570

	 BL06314910
	 	 BL06316720
	 	 BL06318700
	 	 BL06320160
	 	 BL06322110
	 	 BL06323330
	 	 BL06325490
	 	 BL06327670

	 BL06314960
	 	 BL06316740
	 	 BL06318760
	 	 BL06320190
	 	 BL06322140
	 	 BL06323360
	 	 BL06325510
	 	 BL06327890

	 BL06314990
	 	 BL06316770
	 	 BL06318820
	 	 BL06320240
	 	 BL06322150
	 	 BL06323380
	 	 BL06325520
	 	 BL06327960

	 BL06315020
	 	 BL06316850
	 	 BL06318830
	 	 BL06320270
	 	 BL06322160
	 	 BL06323430
	 	 BL06325540
	 	 BL06328100

	 BL06315070
	 	 BL06316890
	 	 BL06318840
	 	 BL06320290
	 	 BL06322180
	 	 BL06323440
	 	 BL06325560
	 	 BL06328110

	 BL06315090
	 	 BL06316970
	 	 BL06318850
	 	 BL06320310
	 	 BL06322200
	 	 BL06323450
	 	 BL06325700
	 	 BL06328560

	 BL06315100
	 	 BL06317010
	 	 BL06318890
	 	 BL06320390
	 	 BL06322240
	 	 BL06323490
	 	 BL06325720
	 	 BL06328950

	 BL06315140
	 	 BL06317050
	 	 BL06318920
	 	 BL06320430
	 	 BL06322260
	 	 BL06323500
	 	 BL06325730
	 	 BL06184480

	 BL06315150
	 	 BL06317070
	 	 BL06318970
	 	 BL06320460
	 	 BL06322300
	 	 BL06323510
	 	 BL06325740
	 	 BL06186570

	 BL06315160
	 	 BL06317090
	 	 BL06318990
	 	 BL06320470
	 	 BL06322310
	 	 BL06323560
	 	 BL06325760
	 	 BL06191220

	 BL06315180
	 	 BL06317160
	 	 BL06319000
	 	 BL06320520
	 	 BL06322320
	 	 BL06323590
	 	 BL06325780
	 	 BL06194800

	 BL06315200
	 	 BL06317170
	 	 BL06319020
	 	 BL06320530
	 	 BL06322330
	 	 BL06323620
	 	 BL06325790
	 	 BL06196280

	 BL06315240
	 	 BL06317260
	 	 BL06319050
	 	 BL06320550
	 	 BL06322340
	 	 BL06323630
	 	 BL06325830
	 	 BL06196970

	 BL06315270
	 	 BL06317320
	 	 BL06319080
	 	 BL06320590
	 	 BL06322370
	 	 BL06323640
	 	 BL06325840
	 	 BL06197410

	 BL06315320
	 	 BL06317340
	 	 BL06319100
	 	 BL06320600
	 	 BL06322380
	 	 BL06323670
	 	 BL06325850
	 	 BL06198230

	 BL06315330
	 	 BL06317370
	 	 BL06319120
	 	 BL06320680
	 	 BL06322390
	 	 BL06323680
	 	 BL06325860
	 	 BL06198470

	 BL06315350
	 	 BL06317390
	 	 BL06319150
	 	 BL06320700
	 	 BL06322410
	 	 BL06323750
	 	 BL06325890
	 	 BL06198940

	 BL06315370
	 	 BL06317400
	 	 BL06319160
	 	 BL06320730
	 	 BL06322430
	 	 BL06323850
	 	 BL06325910
	 	 BL06199630

	 BL06315390
	 	 BL06317410
	 	 BL06319170
	 	 BL06320830
	 	 BL06322440
	 	 BL06323910
	 	 BL06325950
	 	 BL06199890

	 BL06315400
	 	 BL06317460
	 	 BL06319230
	 	 BL06320840
	 	 BL06322460
	 	 BL06323920
	 	 BL06325960
	 	 BL06199950

	 BL06315430
	 	 BL06317480
	 	 BL06319240
	 	 BL06320850
	 	 BL06322480
	 	 BL06323940
	 	 BL06325990
	 	 BL06200270



  
 4 









 ALACNY Policy Listings — 2010-12 Block AXXX 

 


															
	 BL06200680
	 	 BL06214930
	 	 BL06218810
	 	 BL06220900
	 	 BL06223620
	 	 BL06226590
	 	 BL06229020
	 	 BL06231440

	 BL06200780
	 	 BL06214960
	 	 BL06218830
	 	 BL06221040
	 	 BL06223650
	 	 BL06226610
	 	 BL06229050
	 	 BL06231450

	 BL06201270
	 	 BL06215050
	 	 BL06218840
	 	 BL06221080
	 	 BL06223680
	 	 BL06226640
	 	 BL06229060
	 	 BL06231570

	 BL06201590
	 	 BL06215190
	 	 BL06218850
	 	 BL06221110
	 	 BL06223710
	 	 BL06226660
	 	 BL06229080
	 	 BL06231580

	 BL06201960
	 	 BL06215240
	 	 BL06218860
	 	 BL06221130
	 	 BL06223810
	 	 BL06226690
	 	 BL06229090
	 	 BL06231610

	 BL06202570
	 	 BL06215260
	 	 BL06218880
	 	 BL06221220
	 	 BL06223850
	 	 BL06226720
	 	 BL06229110
	 	 BL06231640

	 BL06203360
	 	 BL06215280
	 	 BL06218890
	 	 BL06221230
	 	 BL06223860
	 	 BL06226730
	 	 BL06229120
	 	 BL06231910

	 BL06203390
	 	 BL06215290
	 	 BL06218940
	 	 BL06221240
	 	 BL06223940
	 	 BL06226790
	 	 BL06229150
	 	 BL06231940

	 BL06203550
	 	 BL06215360
	 	 BL06218950
	 	 BL06221270
	 	 BL06223990
	 	 BL06226840
	 	 BL06229180
	 	 BL06232000

	 BL06203690
	 	 BL06215420
	 	 BL06219130
	 	 BL06221300
	 	 BL06224000
	 	 BL06226870
	 	 BL06229190
	 	 BL06232010

	 BL06203900
	 	 BL06215430
	 	 BL06219180
	 	 BL06221350
	 	 BL06224030
	 	 BL06226920
	 	 BL06229270
	 	 BL06232030

	 BL06204050
	 	 BL06215580
	 	 BL06219230
	 	 BL06221380
	 	 BL06224120
	 	 BL06226930
	 	 BL06229370
	 	 BL06232140

	 BL06204520
	 	 BL06215590
	 	 BL06219240
	 	 BL06221390
	 	 BL06224140
	 	 BL06226950
	 	 BL06229420
	 	 BL06232200

	 BL06204690
	 	 BL06215600
	 	 BL06219260
	 	 BL06221410
	 	 BL06224220
	 	 BL06226990
	 	 BL06229430
	 	 BL06232220

	 BL06204720
	 	 BL06215660
	 	 BL06219340
	 	 BL06221490
	 	 BL06224230
	 	 BL06227050
	 	 BL06229480
	 	 BL06232240

	 BL06204860
	 	 BL06215820
	 	 BL06219370
	 	 BL06221510
	 	 BL06224480
	 	 BL06227160
	 	 BL06229520
	 	 BL06232370

	 BL06204900
	 	 BL06215830
	 	 BL06219460
	 	 BL06221520
	 	 BL06224560
	 	 BL06227170
	 	 BL06229810
	 	 BL06232380

	 BL06205060
	 	 BL06215860
	 	 BL06219470
	 	 BL06221600
	 	 BL06224590
	 	 BL06227190
	 	 BL06229840
	 	 BL06232390

	 BL06205140
	 	 BL06215900
	 	 BL06219490
	 	 BL06221640
	 	 BL06224640
	 	 BL06227210
	 	 BL06229860
	 	 BL06232420

	 BL06205160
	 	 BL06215910
	 	 BL06219510
	 	 BL06221660
	 	 BL06224670
	 	 BL06227220
	 	 BL06229920
	 	 BL06232440

	 BL06205280
	 	 BL06215950
	 	 BL06219560
	 	 BL06221700
	 	 BL06224680
	 	 BL06227230
	 	 BL06229930
	 	 BL06232500

	 BL06205670
	 	 BL06215960
	 	 BL06219600
	 	 BL06221760
	 	 BL06224760
	 	 BL06227250
	 	 BL06229950
	 	 BL06232530

	 BL06205700
	 	 BL06215970
	 	 BL06219620
	 	 BL06221810
	 	 BL06224840
	 	 BL06227290
	 	 BL06230000
	 	 BL06232560

	 BL06205740
	 	 BL06216020
	 	 BL06219680
	 	 BL06221840
	 	 BL06224890
	 	 BL06227400
	 	 BL06230030
	 	 BL06232570

	 BL06205820
	 	 BL06216050
	 	 BL06219820
	 	 BL06221890
	 	 BL06224910
	 	 BL06227420
	 	 BL06230040
	 	 BL06232580

	 BL06206010
	 	 BL06216060
	 	 BL06219840
	 	 BL06221910
	 	 BL06225010
	 	 BL06227430
	 	 BL06230070
	 	 BL06232590

	 BL06206270
	 	 BL06216150
	 	 BL06219860
	 	 BL06221920
	 	 BL06225170
	 	 BL06227440
	 	 BL06230090
	 	 BL06232640

	 BL06206390
	 	 BL06216180
	 	 BL06219870
	 	 BL06221930
	 	 BL06225180
	 	 BL06227480
	 	 BL06230190
	 	 BL06232690

	 BL06206420
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	 BL06206800
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	 BL06206820
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	 BL06206840
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	 BL06207500
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	 BL06207730
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	 BL06208150
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	 	 BL06228240
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	 BL06208230
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	 BL06208650
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	 BL06208690
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	 BL06208700
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	 BL06208860
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	 BL06208940
	 	 BL06217640
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	 	 BL06233640

	 BL06213540
	 	 BL06217660
	 	 BL06220560
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	 	 BL06233670

	 BL06213580
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	 BL06213600
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	 BL06213650
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	 BL06213910
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	 BL06213920
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	 	 BL06220690
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	 	 BL06226340
	 	 BL06228710
	 	 BL06231310
	 	 BL06233780

	 BL06213950
	 	 BL06218250
	 	 BL06220730
	 	 BL06223290
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	 	 BL06228720
	 	 BL06231320
	 	 BL06233810

	 BL06214050
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	 	 BL06220740
	 	 BL06223310
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	 	 BL06228740
	 	 BL06231330
	 	 BL06233870

	 BL06214490
	 	 BL06218300
	 	 BL06220760
	 	 BL06223360
	 	 BL06226430
	 	 BL06228750
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	 BL06214580
	 	 BL06218380
	 	 BL06220770
	 	 BL06223400
	 	 BL06226530
	 	 BL06228820
	 	 BL06231350
	 	 BL06233930

	 BL06214690
	 	 BL06218410
	 	 BL06220780
	 	 BL06223410
	 	 BL06226540
	 	 BL06228950
	 	 BL06231370
	 	 BL06233950

	 BL06214770
	 	 BL06218710
	 	 BL06220800
	 	 BL06223440
	 	 BL06226570
	 	 BL06228960
	 	 BL06231420
	 	 BL06233990



  
 5 









 ALACNY Policy Listings — 2010-12 Block AXXX 

 


															
	 BL06234000
	 	 BL06236380
	 	 BL06238550
	 	 BL06240520
	 	 BL06242030
	 	 BL06244340
	 	 BL06251450
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	 BL06234030
	 	 BL06236480
	 	 BL06238590
	 	 BL06240540
	 	 BL06242040
	 	 BL06244420
	 	 BL06251470
	 	 BL06242160

	 BL06234090
	 	 BL06236510
	 	 BL06238600
	 	 BL06240670
	 	 BL06242050
	 	 BL06244450
	 	 BL06251480
	 	 BL06242260

	 BL06234100
	 	 BL06236520
	 	 BL06238630
	 	 BL06240680
	 	 BL06242060
	 	 BL06244480
	 	 BL06252030
	 	 BL06242290

	 BL06234190
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	 	 BL06254450
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	 BL06234230
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	 	 BL06242080
	 	 BL06244510
	 	 BL06254900
	 	 BL06242390

	 BL06234250
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	 	 BL06238680
	 	 BL06240770
	 	 BL06242180
	 	 BL06244530
	 	 BL06255210
	 	 BL06242530

	 BL06234260
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	 	 BL06242670

	 BL06234270
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	 	 BL06238750
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	 BL06234320
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	 BL06234330
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	 BL06234350
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	 BL06234380
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	 BL06234440
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	 BL06234520
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	 BL06234550
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	 	 BL06245040
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	 	 BL06243690

	 BL06234560
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	 	 BL06241070
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	 	 BL06245060
	 	 BL06232870
	 	 BL06244580

	 BL06234580
	 	 BL06237000
	 	 BL06239160
	 	 BL06241090
	 	 BL06242790
	 	 BL06245080
	 	 BL06233040
	 	 BL06244770

	 BL06234590
	 	 BL06237020
	 	 BL06239200
	 	 BL06241110
	 	 BL06242800
	 	 BL06245100
	 	 BL06233280
	 	 BL06244810

	 BL06234630
	 	 BL06237110
	 	 BL06239210
	 	 BL06241120
	 	 BL06242820
	 	 BL06245130
	 	 BL06233290
	 	 BL06245170

	 BL06234650
	 	 BL06237130
	 	 BL06239230
	 	 BL06241130
	 	 BL06242860
	 	 BL06245220
	 	 BL06234150
	 	 BL06245230

	 BL06234660
	 	 BL06237140
	 	 BL06239250
	 	 BL06241190
	 	 BL06242870
	 	 BL06245260
	 	 BL06234240
	 	 BL06245290

	 BL06234820
	 	 BL06237150
	 	 BL06239310
	 	 BL06241200
	 	 BL06242880
	 	 BL06245450
	 	 BL06234370
	 	 BL06245320

	 BL06234830
	 	 BL06237160
	 	 BL06239330
	 	 BL06241220
	 	 BL06242890
	 	 BL06245500
	 	 BL06234620
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	 BL06234850
	 	 BL06237170
	 	 BL06239350
	 	 BL06241230
	 	 BL06242900
	 	 BL06245540
	 	 BL06234760
	 	 BL06245370

	 BL06234860
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	 	 BL06239430
	 	 BL06241240
	 	 BL06242910
	 	 BL06245600
	 	 BL06234810
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	 BL06234880
	 	 BL06237450
	 	 BL06239440
	 	 BL06241260
	 	 BL06242920
	 	 BL06245610
	 	 BL06235040
	 	 BL06245750

	 BL06234940
	 	 BL06237470
	 	 BL06239480
	 	 BL06241280
	 	 BL06242970
	 	 BL06245620
	 	 BL06235300
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	 BL06234960
	 	 BL06237490
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	 BL06235020
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	 	 BL06239540
	 	 BL06241310
	 	 BL06243000
	 	 BL06245760
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	 BL06235100
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	 BL06235130
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	 	 BL06243170
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	 	 BL06246330

	 BL06235160
	 	 BL06237750
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	 	 BL06241440
	 	 BL06243270
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	 	 BL06246600

	 BL06235190
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	 BL06235280
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	 	 BL06237900
	 	 BL06239950
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	 BL06235370
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	 	 BL06239980
	 	 BL06241530
	 	 BL06243400
	 	 BL06246420
	 	 BL06237010
	 	 BL06247090

	 BL06235400
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	 	 BL06239990
	 	 BL06241540
	 	 BL06243450
	 	 BL06246430
	 	 BL06237250
	 	 BL06247110

	 BL06235430
	 	 BL06237980
	 	 BL06240000
	 	 BL06241550
	 	 BL06243480
	 	 BL06246520
	 	 BL06237270
	 	 BL06247140

	 BL06235520
	 	 BL06237990
	 	 BL06240100
	 	 BL06241590
	 	 BL06243490
	 	 BL06246540
	 	 BL06237580
	 	 BL06247200

	 BL06235540
	 	 BL06238000
	 	 BL06240110
	 	 BL06241600
	 	 BL06243580
	 	 BL06246620
	 	 BL06238060
	 	 BL06247320

	 BL06235620
	 	 BL06238010
	 	 BL06240140
	 	 BL06241660
	 	 BL06243610
	 	 BL06246640
	 	 BL06238070
	 	 BL06247400

	 BL06235660
	 	 BL06238020
	 	 BL06240160
	 	 BL06241670
	 	 BL06243790
	 	 BL06246690
	 	 BL06238310
	 	 BL06247660

	 BL06235710
	 	 BL06238030
	 	 BL06240170
	 	 BL06241700
	 	 BL06243840
	 	 BL06246700
	 	 BL06238670
	 	 BL06247750

	 BL06235770
	 	 BL06238040
	 	 BL06240180
	 	 BL06241710
	 	 BL06243850
	 	 BL06246710
	 	 BL06238810
	 	 BL06247840

	 BL06235790
	 	 BL06238180
	 	 BL06240190
	 	 BL06241720
	 	 BL06243880
	 	 BL06246880
	 	 BL06238930
	 	 BL06248040

	 BL06235940
	 	 BL06238190
	 	 BL06240200
	 	 BL06241750
	 	 BL06243910
	 	 BL06246980
	 	 BL06239030
	 	 BL06248140

	 BL06235950
	 	 BL06238200
	 	 BL06240230
	 	 BL06241770
	 	 BL06243940
	 	 BL06247210
	 	 BL06239270
	 	 BL06248210

	 BL06235970
	 	 BL06238230
	 	 BL06240240
	 	 BL06241790
	 	 BL06244070
	 	 BL06247240
	 	 BL06239290
	 	 BL06248230

	 BL06236060
	 	 BL06238260
	 	 BL06240250
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	 	 BL06244090
	 	 BL06247250
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	 	 BL06248490

	 BL06236070
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	 	 BL06240260
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	 	 BL06239780
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	 BL06236090
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	 	 BL06240270
	 	 BL06241890
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	 	 BL06247430
	 	 BL06240090
	 	 BL06248540

	 BL06236100
	 	 BL06238390
	 	 BL06240280
	 	 BL06241900
	 	 BL06244150
	 	 BL06247510
	 	 BL06240370
	 	 BL06248570

	 BL06236170
	 	 BL06238410
	 	 BL06240300
	 	 BL06241910
	 	 BL06244200
	 	 BL06247570
	 	 BL06240590
	 	 BL06248640

	 BL06236180
	 	 BL06238420
	 	 BL06240310
	 	 BL06241920
	 	 BL06244220
	 	 BL06247670
	 	 BL06240640
	 	 BL06248740

	 BL06236200
	 	 BL06238430
	 	 BL06240350
	 	 BL06241930
	 	 BL06244250
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	 	 BL06240720
	 	 BL06248810

	 BL06236280
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	 	 BL06240440
	 	 BL06241960
	 	 BL06244260
	 	 BL06248480
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	 	 BL06248840

	 BL06236290
	 	 BL06238510
	 	 BL06240450
	 	 BL06242000
	 	 BL06244280
	 	 BL06249480
	 	 BL06241150
	 	 BL06248860

	 BL06236310
	 	 BL06238540
	 	 BL06240490
	 	 BL06242010
	 	 BL06244300
	 	 BL06251440
	 	 BL06241290
	 	 BL06248990



  
 6 









 ALACNY Policy Listings — 2010-12 Block AXXX 

 


															
	 BL06249070
	 	 BL06252180
	 	 BL06254380
	 	 BL06258150
	 	 BL06261970
	 	 BL06269280
	 	 BL06273990
	 	 BL06279680

	 BL06249120
	 	 BL06252210
	 	 BL06254410
	 	 BL06258160
	 	 BL06262080
	 	 BL06269350
	 	 BL06274060
	 	 BL06279690

	 BL06249190
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	 	 BL06258200
	 	 BL06262150
	 	 BL06269460
	 	 BL06274070
	 	 BL06279750

	 BL06249220
	 	 BL06252330
	 	 BL06254580
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	 	 BL06262190
	 	 BL06269560
	 	 BL06274080
	 	 BL06279760

	 BL06249270
	 	 BL06252380
	 	 BL06254600
	 	 BL06258230
	 	 BL06262200
	 	 BL06269580
	 	 BL06274300
	 	 BL06280150

	 BL06249340
	 	 BL06252400
	 	 BL06254720
	 	 BL06258240
	 	 BL06262240
	 	 BL06269660
	 	 BL06274500
	 	 BL06280180

	 BL06249470
	 	 BL06252430
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	 	 BL06258260
	 	 BL06262250
	 	 BL06269800
	 	 BL06274520
	 	 BL06280280

	 BL06249540
	 	 BL06252440
	 	 BL06254750
	 	 BL06258270
	 	 BL06262280
	 	 BL06269820
	 	 BL06274530
	 	 BL06280290

	 BL06249570
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	 	 BL06254780
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	 	 BL06262310
	 	 BL06269890
	 	 BL06274540
	 	 BL06280300

	 BL06249610
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	 	 BL06258350
	 	 BL06262590
	 	 BL06269990
	 	 BL06274560
	 	 BL06280390

	 BL06249790
	 	 BL06252560
	 	 BL06254960
	 	 BL06258370
	 	 BL06262720
	 	 BL06270130
	 	 BL06274590
	 	 BL06280470

	 BL06249890
	 	 BL06252570
	 	 BL06254970
	 	 BL06258410
	 	 BL06262750
	 	 BL06270210
	 	 BL06274680
	 	 BL06280660

	 BL06249900
	 	 BL06252650
	 	 BL06254990
	 	 BL06258520
	 	 BL06262760
	 	 BL06270230
	 	 BL06274810
	 	 BL06280790

	 BL06249980
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	 	 BL06255000
	 	 BL06258570
	 	 BL06262840
	 	 BL06270280
	 	 BL06274820
	 	 BL06280990

	 BL06249990
	 	 BL06252720
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	 	 BL06258580
	 	 BL06262870
	 	 BL06270390
	 	 BL06275090
	 	 BL06281300

	 BL06250020
	 	 BL06252730
	 	 BL06255120
	 	 BL06258600
	 	 BL06262920
	 	 BL06270420
	 	 BL06275160
	 	 BL06281360

	 BL06250030
	 	 BL06252770
	 	 BL06255390
	 	 BL06258610
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	 	 BL06270530
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	 	 BL06281420

	 BL06250220
	 	 BL06252820
	 	 BL06255480
	 	 BL06258650
	 	 BL06263380
	 	 BL06270680
	 	 BL06275360
	 	 BL06281900

	 BL06250320
	 	 BL06252850
	 	 BL06255500
	 	 BL06258680
	 	 BL06263560
	 	 BL06270710
	 	 BL06275380
	 	 BL06281960

	 BL06250350
	 	 BL06252870
	 	 BL06255530
	 	 BL06258690
	 	 BL06263570
	 	 BL06270740
	 	 BL06275500
	 	 BL06282020

	 BL06250410
	 	 BL06252910
	 	 BL06255650
	 	 BL06258750
	 	 BL06263610
	 	 BL06270790
	 	 BL06275540
	 	 BL06282040

	 BL06250430
	 	 BL06252940
	 	 BL06255660
	 	 BL06258830
	 	 BL06263660
	 	 BL06271030
	 	 BL06275620
	 	 BL06282150

	 BL06250520
	 	 BL06252960
	 	 BL06255690
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	 BL06250550
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	 BL06250670
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	 	 BL06271200
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	 BL06250700
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	 BL06250720
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	 BL06250770
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	 BL06250870
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	 BL06250880
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	 BL06250910
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	 BL06250920
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	 BL06251250
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	 BL06251260
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	 BL06251290
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	 BL06251310
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	 BL06251410
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	 	 BL06272910
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	 	 BL06284900

	 BL06251430
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	 	 BL06256920
	 	 BL06260810
	 	 BL06268230
	 	 BL06273070
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	 BL06251540
	 	 BL06254030
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	 	 BL06260820
	 	 BL06268250
	 	 BL06273180
	 	 BL06278190
	 	 BL06285040

	 BL06251720
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	 	 BL06257060
	 	 BL06260840
	 	 BL06268290
	 	 BL06273480
	 	 BL06278200
	 	 BL06285050

	 BL06251740
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	 	 BL06260850
	 	 BL06268310
	 	 BL06273600
	 	 BL06278350
	 	 BL06285270

	 BL06251770
	 	 BL06254120
	 	 BL06257160
	 	 BL06260960
	 	 BL06268630
	 	 BL06273630
	 	 BL06278440
	 	 BL06285290

	 BL06251800
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	 	 BL06257270
	 	 BL06261040
	 	 BL06268650
	 	 BL06273660
	 	 BL06278540
	 	 BL06285480

	 BL06251910
	 	 BL06254150
	 	 BL06257490
	 	 BL06261050
	 	 BL06268660
	 	 BL06273670
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	 	 BL06285640

	 BL06251950
	 	 BL06254160
	 	 BL06257500
	 	 BL06261120
	 	 BL06268810
	 	 BL06273680
	 	 BL06279130
	 	 BL06285680

	 BL06251980
	 	 BL06254200
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	 	 BL06268870
	 	 BL06273690
	 	 BL06279290
	 	 BL06285700

	 BL06252060
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	 	 BL06257610
	 	 BL06261140
	 	 BL06268930
	 	 BL06273700
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	 BL06252100
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	 BL06252110
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	 BL06252130
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	 BL06252140
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	 	 BL06258100
	 	 BL06261470
	 	 BL06269130
	 	 BL06273840
	 	 BL06279640
	 	 BL06286260



  
 7 









 ALACNY Policy Listings — 2010-12 Block AXXX 

 


							
	 BL06286630
	 	 BL06292700
	 	 BL06222290
	 	 BL06230670

	 BL06286770
	 	 BL06292860
	 	 BL06223100
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	 BL06286930
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	 BL06286980
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	 BL06287210
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	 BL06287300
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	 BL06287410
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	 BL06287580
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	 BL06287890
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	 BL06288440
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	 BL06288570
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	 BL06288610
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	 BL06288670
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	 BL06289150
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	 BL06291850
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	 BL06292160
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	 	 BL06229500
	 	
	 BL06292170
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	 BL06292260
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	 BL06292370
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	 BL06292620
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	 	 BL06230240
	 	
	 BL06292630
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	 	 BL06230340
	 	
	 BL06292650
	 	 BL06222260
	 	 BL06230570
	 	


  
 8 









 ALACNY Policy Listings — 2010-12 Block XXX 

 


															
	 BL06183350
	 	 BL06221710
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	 	 BL06243250
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	 	 BL06258050
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	 BL06184330
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	 	 BL06274330

	 BL06196670
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	 	 BL06251570
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	 BL06197080
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	 	 BL06274970

	 BL06198760
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	 	 BL06274990

	 BL06199930
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	 	 BL06275220

	 BL06201790
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	 	 BL06275780

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	 	 BL06275790

	 BL06206410
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	 	 BL06233720
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	 	 BL06252040
	 	 BL06258890
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	 	 BL06275820

	 BL06206600
	 	 BL06222300
	 	 BL06233850
	 	 BL06244460
	 	 BL06252070
	 	 BL06258900
	 	 BL06267230
	 	 BL06276010

	 BL06206880
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	 	 BL06233890
	 	 BL06244550
	 	 BL06252190
	 	 BL06258990
	 	 BL06267240
	 	 BL06276150

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	 BL06207630
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	 	 BL06253250
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	 	 BL06276290

	 BL06207660
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	 BL06207670
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	 	 BL06234570
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	 	 BL06268280
	 	 BL06276440

	 BL06207900
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	 	 BL06245240
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	 	 BL06276450

	 BL06207910
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	 BL06207990
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	 BL06208170
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	 	 BL06254320
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	 	 BL06268860
	 	 BL06276990

	 BL06208770
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	 	 BL06245850
	 	 BL06254660
	 	 BL06260490
	 	 BL06268880
	 	 BL06277120

	 BL06214810
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	 BL06214860
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	 	 BL06277560

	 BL06214870
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	 	 BL06254790
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	 	 BL06269160
	 	 BL06277600

	 BL06215320
	 	 BL06225160
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	 	 BL06254810
	 	 BL06261650
	 	 BL06269300
	 	 BL06277690

	 BL06215400
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	 	 BL06236680
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	 	 BL06255010
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	 	 BL06269360
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	 BL06216560
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	 	 BL06236890
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	 	 BL06255020
	 	 BL06261850
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	 	 BL06278060

	 BL06216690
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	 	 BL06237060
	 	 BL06246750
	 	 BL06255380
	 	 BL06261920
	 	 BL06269710
	 	 BL06278150

	 BL06217490
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	 	 BL06237070
	 	 BL06246860
	 	 BL06255440
	 	 BL06262020
	 	 BL06269760
	 	 BL06278210

	 BL06217770
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	 	 BL06237080
	 	 BL06247170
	 	 BL06255450
	 	 BL06262300
	 	 BL06269910
	 	 BL06278250

	 BL06217840
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	 	 BL06237210
	 	 BL06247520
	 	 BL06255460
	 	 BL06262410
	 	 BL06270020
	 	 BL06278290

	 BL06218010
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	 	 BL06237340
	 	 BL06247780
	 	 BL06255470
	 	 BL06262420
	 	 BL06270030
	 	 BL06278370

	 BL06218020
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	 	 BL06237410
	 	 BL06248250
	 	 BL06255640
	 	 BL06262690
	 	 BL06270150
	 	 BL06278380

	 BL06218440
	 	 BL06227540
	 	 BL06237420
	 	 BL06248410
	 	 BL06255850
	 	 BL06262910
	 	 BL06270170
	 	 BL06278410

	 BL06218640
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	 	 BL06237440
	 	 BL06248460
	 	 BL06255930
	 	 BL06263000
	 	 BL06270270
	 	 BL06278430

	 BL06219210
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	 	 BL06237790
	 	 BL06248690
	 	 BL06255980
	 	 BL06263420
	 	 BL06270380
	 	 BL06278590

	 BL06219220
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	 	 BL06238100
	 	 BL06248900
	 	 BL06256140
	 	 BL06263460
	 	 BL06270610
	 	 BL06279090

	 BL06219320
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	 	 BL06238110
	 	 BL06248960
	 	 BL06256160
	 	 BL06263580
	 	 BL06270890
	 	 BL06279100

	 BL06219640
	 	 BL06228080
	 	 BL06238360
	 	 BL06249100
	 	 BL06256170
	 	 BL06263820
	 	 BL06270900
	 	 BL06279240

	 BL06219660
	 	 BL06228090
	 	 BL06238480
	 	 BL06249400
	 	 BL06256180
	 	 BL06263880
	 	 BL06271270
	 	 BL06279250

	 BL06219690
	 	 BL06228250
	 	 BL06238720
	 	 BL06249410
	 	 BL06256310
	 	 BL06263910
	 	 BL06271860
	 	 BL06279450

	 BL06220090
	 	 BL06228260
	 	 BL06238780
	 	 BL06249600
	 	 BL06256380
	 	 BL06264140
	 	 BL06272140
	 	 BL06279500

	 BL06220120
	 	 BL06228420
	 	 BL06238800
	 	 BL06249630
	 	 BL06256600
	 	 BL06264150
	 	 BL06272150
	 	 BL06279580

	 BL06220130
	 	 BL06228440
	 	 BL06238940
	 	 BL06249710
	 	 BL06256610
	 	 BL06264250
	 	 BL06272230
	 	 BL06279910

	 BL06220140
	 	 BL06228510
	 	 BL06239050
	 	 BL06249720
	 	 BL06256630
	 	 BL06264500
	 	 BL06272240
	 	 BL06279940

	 BL06220220
	 	 BL06228730
	 	 BL06239130
	 	 BL06249730
	 	 BL06257440
	 	 BL06264650
	 	 BL06272260
	 	 BL06280160

	 BL06220250
	 	 BL06228900
	 	 BL06239370
	 	 BL06249850
	 	 BL06257480
	 	 BL06264680
	 	 BL06272290
	 	 BL06280190

	 BL06220270
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	 BL06220400
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 1 









 ALACNY Policy Listings — 2010-12 Block XXX 

 


									
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	 	 BL06321020

	 BL06282160
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 2 








 Annex F 

Post-Amendment Date Net Settlements 

[See attached.] 

  
 5 








 NY Non-Financed NLG 

Monthly Accounting Report 

For the Monthly Accounting Period ending on: MM/DD/YYYY 
  

															
	 Section 1: Policy cash flows to/(from) Ceding Company (gross)
	  				  				  			
		  	 First Year Premium (net of returns and refunds of premiums)
	  				  	 	—  	  	  			
		  	 Renewal Premium (net of returns and refunds of premiums, including dividends)
	  				  	 	—  	  	  			
		  	 Premium on Supplemental Contracts w/ life (net of returns and refunds of premiums)
	  				  	 	—  	  	  			
		  	 Premium on Supplemental Contracts w/o life (net of returns and refunds of premiums)
	  				  	 	—  	  	  			
		  		  				  	  
	  
	 	  			
	 A
	  	 TOTAL Premium
	  				  				  	 	—  	  
		  	 Full / Partial Surrenders, net of surrender charges
	  				  	 	—  	  	  			
		  	 Death Claims
	  				  	 	—  	  	  			
		  	 Benefit Payments—Supplemental Contracts w/ life (after 2 year exclusion period)
	  				  	 	—  	  	  			
		  	 Benefit Payments—Supplemental Contracts w/o life (after 2 year exclusion period)
	  				  	 	—  	  	  			
		  	 Matured Endowments
	  				  	 	—  	  	  			
		  	 Waiver of Premium and other benefit riders
	  				  	 	—  	  	  			
		  		  				  	  
	  
	 	  			
	 B
	  	 TOTAL Claims
	  				  				  	 	—  	  
		  	 Premiums paid/(received) on third-party reinsurance
	  				  	 	—  	  	  			
		  	 Less: Claims received/(paid) on third-party reinsurance
	  				  	 	—  	  	  			
		  	 Less: Commissions / expense allowances on third-party reinsurance
	  				  	 	—  	  	  			
		  	 Other Benefits paid/received on third-party reinsurance
	  				  	 	—  	  	  			
		  		  				  	  
	  
	 	  			
	 C
	  	 Net third-party reinsurance
	  				  				  	 	—  	  
	 D
	  	 Policy Loans
	  				  				  			
		  	 Policy Loans Change in Asset
	  				  	 	—  	  	  			
		  	 Policy Loans Interest Income
	  				  	 	—  	  	  			
		  	 Policy Loans (Issued)/Principal Repayments
	  				  	 	—  	  	  			
		  		  				  	  
	  
	 	  			
	 Section 2: Policy cash flows due to / (from) Reinsurer
	  				  				  			
	 E
	  	 Net Policy Cash Flows (A + B + C + D)
	  				  				  	 	—  	  
		  	 x Quota Share
	  				  				  	 	100%	  
		  		  				  				  	  
	  
	 
	 F
	  	 Reinsurer Share of Net Policy Cash Flows
	  				  				  	 	—  	  
	 G
	  	 Net Settlement Amounts paid to/(by) Reinsurer during Period
	  				  				  			
		  		  	 	MM/DD/YYYY	  	  	 	—  	  	  			
		  		  				  	  
	  
	 	  			
		  		  				  				  	 	—  	  
		  		  				  				  	  
	  
	 
	 H
	  	 Policy Cash Flows due to/(owed from) Reinsurer (F - G)
	  				  				  	 	—  	  
		  		  				  				  	  
	  
	 
	 Section 3: Policy Cashflows, net of Guaranty Fund Assessments / Prem Tax Allownces
/ GSAM Mgmt Fees
	  				  				  			
	 I
	  	 Policy Cash Flows (H)
	  				  				  	 	—  	  
		  	 Premiums Received
	  				  	 	—  	  	  			
		  	x 1.8%	  				  	 	1.80%	  	  			
		  		  				  	  
	  
	 	  			
		  	 Premium Tax Allowance:
	  				  	 	—  	  	  			
		  	 -   Premium Tax Allowance Prior Year True-up
	  				  	 	—  	  	  			
		  	 Guarantee Assessments Paid by the Company
	  				  	 	—  	  	  			
		  	 GSAM Management Fees
	  				  	 	—  	  	  			
	 J
	  	 Total Premium Taxes / Guarantee Assessments / GSAM Fees
	  				  	 	—  	  	  			
		  		  				  	  
	  
	 	  			
	 K
	  	 Net Policy Cashflows due to/(from) Reinsurer (I + J)
	  				  	 	—  	  	  			
		  		  				  	  
	  
	 	  			








 NY Non-Financed NLG 

 

											
	 Section 4: Net Settlement Amount due to/(from) Reinsurer
	  		  		  			
	 L
	  	 Net Policy Cashflows due to/(from) Reinsurer (K)
	  		  		  	 	—  	  
	 M
	  	 Hedge proceeds less hedge costs1 
	  		  		  	 	—  	  
	 N
	  	 Direct Payments made by/(received by) Reinsurer
	  		  		  	 	—  	  
		  		  	 XX/XX/XXXX
	  	—  	  			
		  		  		  	  
	  			
	 O
	  	 Change in EI hedge balance (ending – beginning)
	  		  		  	 	—  	  
		  		  		  		  	  
	  
	 
	 P
	  	 Net Settlement Amount due to/(from) Reinsurer (L + M + N + O)
	  		  		  	 	—  	  
		  		  		  		  	  
	  
	 

  

	1	Hedge settlements in “M” and “O” are no longer applicable following the Hedge Termination Date (as defined in the Amended and Restated Coinsurance
Agreement). 








 Exhibit I 

Form of Trust Agreement 

[See attached.] 







 EXECUTION VERSION 

TRUST AGREEMENT 
 by and
among 
 ATHENE LIFE INSURANCE COMPANY OF NEW YORK 

(hereinafter referred to as the “Beneficiary”), 

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY 

(hereinafter referred to as the “Grantor”), 

and 
 U.S. BANK NATIONAL
ASSOCIATION 
 (hereinafter referred to as the “Trustee”) 

Dated as of July 31, 2015 







 Table of Contents 

 

							
	 	 	 	  	Page	 
	ARTICLE I	  
	DEFINED TERMS	  
			
	 Section 1.1
	 	 Definitions
	  	 	1	  
	 Section 1.2
	 	 Interpretation
	  	 	3	  
	
	ARTICLE II	  
	CREATION OF TRUST ACCOUNT	  
			
	 Section 2.1
	 	 Obligations of the Beneficiary and the Grantor
	  	 	4	  
	 Section 2.2
	 	 Purpose of the Trust
	  	 	4	  
	 Section 2.3
	 	 Grantor Trust for U.S. Federal Income Tax Purposes
	  	 	5	  
	 Section 2.4
	 	 Designation of Agents
	  	 	5	  
	 Section 2.5
	 	 Title Costs
	  	 	5	  
	
	ARTICLE III	  
	MAINTENANCE OF THE TRUST	  
			
	 Section 3.1
	 	 Substitution of Trust Assets
	  	 	5	  
	 Section 3.2
	 	 Books and Records
	  	 	6	  
	 Section 3.3
	 	 Quarterly Reports
	  	 	6	  
	 Section 3.4
	 	 Trustee Reports
	  	 	7	  
	
	ARTICLE IV	  
	RELEASE AND ADJUSTMENT OF TRUST ASSETS	  
			
	 Section 4.1
	 	 Adjustment of Trust Assets
	  	 	7	  
	 Section 4.2
	 	 Release of Trust Assets to the Beneficiary
	  	 	8	  
	 Section 4.3
	 	 Limitation on Release of Trust Assets
	  	 	8	  
	
	ARTICLE V	  
	DUTIES OF THE TRUSTEE	  
			
	 Section 5.1
	 	 Acceptance of Assets by the Trustee
	  	 	9	  
	 Section 5.2
	 	 Collection of Income; Voting Rights; Servicing
	  	 	9	  
	 Section 5.3
	 	 Obligations of the Trustee; Maturation; Redemption
	  	 	10	  
	 Section 5.4
	 	 Responsibilities of Trustee
	  	 	10	  
	 Section 5.5
	 	 Resignation or Removal of the Trustee; Appointment of Successor Trustee
	  	 	11	  
	 Section 5.6
	 	 Release of Information
	  	 	12	  
	 Section 5.7
	 	 Indemnification of the Trustee
	  	 	12	  
	 Section 5.8
	 	 Charges of the Trustee
	  	 	12	  
	 Section 5.9
	 	 Limitations of Trustee
	  	 	13	  
	 Section 5.10
	 	 Additional Trustee Rights and Duties
	  	 	13	  


  
 i 









							
	
	ARTICLE VI	  
	TERMINATION	  
			
	 Section 6.1
	 	 Termination with the Beneficiary’s Written Consent
	  	 	14	  
	 Section 6.2
	 	 Disposition of Trust Assets Upon Termination
	  	 	14	  
	
	ARTICLE VII	  
	SECURITY INTEREST IN THE TRUST ASSETS	  
	
	ARTICLE VIII	  
	TRANSFER TAXES	  
			
	 Section 8.1
	 	 Transfer Taxes
	  	 	16	  
	
	ARTICLE IX	  
	GENERAL PROVISIONS	  
			
	 Section 9.1
	 	 Failure to Act
	  	 	16	  
	 Section 9.2
	 	 Amendments
	  	 	16	  
	 Section 9.3
	 	 Assignment
	  	 	17	  
	 Section 9.4
	 	 Counterparts
	  	 	17	  
	 Section 9.5
	 	 Notices
	  	 	17	  
	 Section 9.6
	 	 Severability
	  	 	19	  
	 Section 9.7
	 	 Further Assurances
	  	 	19	  
	 Section 9.8
	 	 Entire Agreement
	  	 	19	  
	 Section 9.9
	 	 Governing Law; Jurisdiction; Enforcement
	  	 	19	  
	 Section 9.10
	 	 Specific Performance
	  	 	20	  
	 Section 9.11
	 	 Construction and Effect
	  	 	20	  
	 Section 9.12
	 	 USA Patriot Act
	  	 	20	  

  

			
		
	SCHEDULE A	  	LIST OF INITIAL ELIGIBLE ASSETS (EXCLUDING CML ASSETS) TO BE DEPOSITED INTO TRUST ACCOUNT
		
	EXHIBIT A	  	FORM OF GRANTOR SUBSTITUTION NOTICE
	EXHIBIT B	  	FORM OF BENEFICIARY WITHDRAWAL NOTICE


  
 ii 








 PREAMBLE 

This TRUST AGREEMENT (this “Trust Agreement”), dated as of July 31, 2015, is made and entered by and among
Athene Life Insurance Company of New York, formerly known as Aviva Life and Annuity Company of New York, an insurance company domiciled in the State of New York (together with its successors and permitted assigns, the
“Beneficiary”), First Allmerica Financial Life Insurance Company, an insurance company domiciled in the Commonwealth of Massachusetts (together with its successors and permitted assigns, the
“Grantor”), and U.S. Bank, National Association, a national banking association organized under the laws of the United States of America (hereinafter referred to as the “Trustee”). 

WHEREAS, the Grantor and the Beneficiary have entered into that certain Amended and Restated Coinsurance Agreement, dated as of July
31, 2015 (the “Coinsurance Agreement”); and 
 WHEREAS, the Grantor desires to transfer to the Trustee for
deposit into a trust account certain assets for the benefit of the Beneficiary, which the Trustee will hold in trust for the benefit of the Beneficiary. 

NOW THEREFORE, in consideration of the mutual and several promises and undertakings herein contained, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Grantor, the Beneficiary, and the Trustee agree as follows: 

ARTICLE I 
 DEFINED TERMS

 Section 1.1 Definitions. The following terms, when used in this Trust Agreement, shall have the meanings set forth in this
Section 1.1. The terms defined below shall be deemed to refer to the singular or plural, as the context requires. 

“Administrative Services Agreement” means the Administrative Services Agreement between the Grantor and the
Beneficiary, dated October 1, 2013. 
 “Affiliate” means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with, such other Person at the time at which the determination of affiliation is made. The term “control” (including, with correlative meanings, the terms “controlled
by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of
voting securities or other ownership interests, by contract or otherwise. Control shall be presumed to exist if any Person directly or indirectly owns, controls or holds with the power to vote ten percent or more of the voting securities of any
other Person. 







 “Applicable Law” means any law, statute, regulation, rule, ordinance,
order, injunction, judgment, decree, principle of common law, constitution or treaty enacted, promulgated, issued, enforced or entered by any Governmental Entity applicable to a party hereto, or any of its respective businesses, properties or
assets, as may be amended from time to time. 
 “Beneficiary” shall have the meaning ascribed to such term in the
preamble. 
 “Business Day” means any day other than a Saturday, a Sunday or any other day on which banking
institutions in New York, New York or Boston, Massachusetts are required or authorized by Applicable Law to be closed. 

“Coinsurance Agreement” shall have the meaning ascribed to such term in the recitals of this Trust Agreement. 

“Collateral” shall have the meaning ascribed to such term in Section 7.1. 

“Eligible Assets” means cash (United States legal tender) and those investments of the type permitted under the
insurance laws of the Commonwealth of Massachusetts and the State of New York for such investments to qualify as admitted assets for a life insurance company domiciled in such states of domicile, applying all applicable qualitative and quantitative
limitations as though the Trust Account was a stand-alone life insurance company domiciled in such states of domicile. 
 “Fair
Market Value” means, with respect to any asset, the fair market value thereof calculated in accordance with the accounting and actuarial practices of the Beneficiary, consistently applied. 

“Governmental Entity” means any foreign, federal, state, local or other governmental, legislative, judicial,
administrative or regulatory authority, agency, commission, board, body, court or entity or any instrumentality thereof or any self-regulatory body or arbitral body or arbitrator. 

“Grantor” shall have the meaning ascribed to such term in the preamble. 

“Income” shall have the meaning ascribed to such term in Section 5.2(a). 

“Income Account” shall have the meaning ascribed to such term in Section 5.2(b). 

“Investment Manager” shall have the meaning ascribed to such term in Section 5.4(b). 

“Investment Order” shall have the meaning ascribed to such term in Section 5.4(b). 

“NAIC” means the National Association of Insurance Commissioners. 

  
 2 








 “Person” means an individual, corporation, partnership, joint venture,
limited liability company, association, trust, unincorporated organization or other entity. 
 “Replacement Assets”
shall have the meaning ascribed to such term in Section 3.1. 
 “Required Balance” shall have the meaning
ascribed to such term in the Coinsurance Agreement; provided that the Trustee shall have no duty to reference the Coinsurance Agreement with respect to the use of “Required Balance” in this Trust Agreement in order for the Trustee to
ascertain and perform its duties hereunder. 
 “Reserve Certificate” shall have the meaning ascribed to such term in
Section 3.3(a). 
 “Statutory Book Value” means the carrying value of the subject asset or liability on the
books of the Grantor for statutory statement purposes determined in accordance with the statutory accounting principles and practices prescribed by the Grantor’s state of domicile, consistently applied. 

“Transfer Taxes” shall have the meaning ascribed to such term in Section 8.1. 

“Trust” means the trust formed hereunder. 

“Trust Account” shall have the meaning ascribed to such term in Section 2.1(a). 

“Trust Agreement” shall have the meaning ascribed to such term in the preamble. 

“Trust Assets” shall mean assets in the Trust Account. 

“Trustee” shall have the meaning ascribed to such term in the preamble. 

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York. 

Section 1.2 Interpretation. When a reference is made in this Trust Agreement to an Article, Section, Exhibit or Schedule, such
reference shall be to an Article or Section of, or an Exhibit or Schedule to, this Trust Agreement unless otherwise indicated. The Article and Section headings contained in this Trust Agreement are solely for the purpose of reference, are not part
of the agreement of the parties and shall not affect in any way the meaning or interpretation of this Trust Agreement. Whenever the words “include,” “includes” or “including” are used in this Trust Agreement, they shall
be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Trust Agreement
as a whole and not to any particular provision of this Trust Agreement. The meaning assigned to each term used in this Trust Agreement shall be equally applicable to both the singular and the plural forms of such term and to both the masculine as
well as the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument 

  
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 that is referred to herein means such agreement, instrument or statute as from time to time amended, restated,
modified, supplemented, or otherwise changed, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes. Where a word or phrase is defined herein, each of
its other grammatical forms shall have a corresponding meaning. References to a Person are also to its successors and permitted assigns. 

ARTICLE II 
 CREATION OF
TRUST ACCOUNT 
 Section 2.1 Obligations of the Beneficiary and the Grantor. 

(a) Simultaneously with the execution of this Trust Agreement, the Grantor shall hereby establish with the Trustee, in the name of the
Trustee, to be held for the benefit of the Beneficiary pursuant to the provisions of this Trust Agreement, a segregated trust account maintained by the Trustee, in its capacity as Trustee (which in its totality (including all subaccounts thereto)
shall be hereinafter referred to as the “Trust Account”) and the Beneficiary hereby transfers and assigns to such Trust Account the Eligible Assets listed in Schedule A attached hereto. 

(b) The Trustee shall not accept any Eligible Assets (other than cash) for deposit into the Trust Account unless the Trustee determines that
it, in its capacity as Trustee hereunder, is or will be the registered owner of and holder of legal title to such assets or that such assets are in such form that the Trustee may, if applicable to such asset class, negotiate any such assets, without
consent or signature from the Grantor or any other Person. Any Eligible Assets received by the Trustee for deposit into the Trust Account that, if applicable to such asset class, are not in such proper negotiable form or for which title has not been
transferred to the Trustee, shall not be accepted by the Trustee and shall be returned to the Grantor as unacceptable. Grantor and Beneficiary acknowledge that registering and titling an asset which was received in negotiable form may require
administrative and processing time. Until such asset is titled to the Trustee, even when such asset may appear on the statement of the Trust Account, such asset shall not be subject to the terms and conditions of this Agreement (except for the
protections, representations, warranties, covenants, limitations of liability, and indemnities in favor of the Trustee contained in this Agreement). 

(c) The Trust Assets shall consist only of Eligible Assets. Pursuant to Section 5.9, the Trustee has no responsibility whatsoever for
determining or monitoring whether or not any Trust Asset is an Eligible Asset. 
 Section 2.2 Purpose of the Trust. 

(a) The Trust Assets shall be held by the Trustee for the benefit of the Beneficiary. 

(b) The Trustee has all trust powers necessary and reasonable in the performance of its duties hereunder except as otherwise expressly
provided herein. 

  
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 Section 2.3 Grantor Trust for U.S. Federal Income Tax Purposes. The Trust Account shall be
treated as a grantor trust (pursuant to sections 671 through 677 of the Internal Revenue Code of 1986) for U.S. federal income tax purposes. The Grantor shall constitute the grantor and, thus, any and all income derived from the Trust Assets shall
constitute income or gain of the Grantor. The Grantor shall notify the Trustee of the tax identification number of the Trust. 
 Section 2.4
Designation of Agents. Except as otherwise expressly provided in this Trust Agreement, any statement, certificate, notice, request, consent, approval, or other instrument to be delivered or furnished by the Grantor or the Beneficiary shall be
sufficiently executed if executed in the name of the Grantor or the Beneficiary, as applicable, by (a) such officer or officers of the Grantor or the Beneficiary, or an agent or agents of the Grantor or the Beneficiary (including any Investment
Manager), in each case, as may be designated in incumbency certificates furnished to the Trustee from time to time by such Person, respectively, or (b) attorneys-in-fact acting under written authority furnished to the Trustee by the Grantor or the
Beneficiary, including instructions given by letter, facsimile transmission or electronic media, if the Trustee believes such instructions to be genuine and to have been signed, sent or presented by the proper party or parties. The Trustee shall be
protected in acting upon any written statement or other instrument made by any such Person with respect to the authority conferred on it and shall not incur any liability to anyone resulting from actions taken by the Trustee in reliance in good
faith on any such instructions. The Trustee shall not incur any liability in executing instructions (i) from any attorney-in-fact prior to receipt by it of notice of the revocation of the written authority of the attorney-in-fact or (ii) from any
officer of the Grantor, any Investment Manager, or the Beneficiary named in an incumbency certificate delivered hereunder prior to receipt by it of a more current certificate, in each case, to the extent such Person is then entitled to provide such
instructions under the terms hereof. Written notice of the designation of any agent by the Grantor or the Beneficiary shall be filed with the Trustee. 

Section 2.5 Title Costs. All out-of-pocket costs associated with the transfers of title between the Grantor and the Trustee shall be
split between the Grantor and the Beneficiary in accordance with Section 8.1 of this Trust Agreement. 
 ARTICLE III 

MAINTENANCE OF THE TRUST 

Section 3.1 Substitution of Trust Assets. The Grantor may at any time, by written request to the Trustee in substantially the form of
Exhibit A attached hereto and the prior written consent of the Beneficiary (which consent shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall be unreasonable for the Beneficiary to withhold, condition
or delay such consent to the extent that the conditions set forth in this Section 3.1 are satisfied) and shall be deemed to be provided if the Beneficiary does not provide written notice to the Grantor of the withholding of such consent within two
(2) Business Days following the Beneficiary’s receipt of written notice of the applicable substitution or exchange of Trust Assets from the Grantor), substitute or exchange Trust Assets with other Eligible Assets, (such substituted or exchanged
Eligible Assets are referred to herein as “Replacement Assets”). The Grantor represents and warrants that to the best of its knowledge (i) the Trust Assets 

  
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 (including any such Replacement Assets) shall remain Eligible Assets following such substitution or exchange, the
Trust Assets comply with all qualitative and quantitative limitations under Applicable Law as though the Trust Account was a stand-alone life insurance company domiciled in the state of domicile of the Grantor, (ii) the aggregate Statutory Book
Value of such Replacement Assets that are deposited in or credited to the Trust Account shall be at least equal to the aggregate Statutory Book Value of the Trust Assets being removed from the Trust Account, (iii) the ratio of the aggregate Fair
Market Value of the non-cash Replacement Assets to the aggregate Statutory Book Value of the non-cash Replacement Assets shall be the same as or greater than the ratio of the aggregate Fair Market Value of the non-cash Trust Assets being removed
from the Trust Account to the aggregate Statutory Book Value of the non-cash Trust Assets being removed from the Trust Account immediately prior to such substitution, (iv) the Replacement Assets shall be deposited in the Trust Account prior to or
simultaneously with the removal of Trust Assets from the Trust Account in connection with any such substitution or exchange and (v) the Grantor shall not make any substitutions under this Section 3.1 if it is in default under any other
provision of this Trust Agreement. Any written request provided by the Grantor pursuant to this Section 3.1 shall include the Grantor’s representation and warranty that such substitution or exchange meets the requirements of this
Section 3.1. In releasing Trust Assets in connection with any substitution request by the Grantor pursuant to this Section 3.1, the Trustee shall have no responsibility whatsoever to determine or monitor whether any or all of the
conditions set forth in (i) through (v) above or as otherwise set forth in this Section 3.1 have been met, and the Trustee shall be entitled to rely conclusively upon any certification provided by the Grantor that the Beneficiary’s
consent is deemed to have been provided under this Section 3.1. 
 Section 3.2 Books and Records. The Trustee shall keep full
and complete records of the administration of the Trust Account. Upon request to the Trustee, the Grantor and the Beneficiary may examine such records during the Trustee’s normal business hours through any Person or Persons duly authorized in
writing by the Grantor and/or the Beneficiary as appropriate. 
 Section 3.3 Quarterly Reports. 

(a) Within thirty (30) calendar days following the end of each calendar quarter, the Grantor shall provide the Beneficiary a written
certification stating the Required Balance as of such calendar quarter end and the Statutory Book Value and Fair Market Value of the Trust Assets as of such calendar quarter end (both on an asset-by-asset basis and a cumulative basis) (each such
certification, a “Reserve Certificate”). As soon as is practicable, but in no event more than five (5) Business Days following its receipt of a Reserve Certificate, the Beneficiary shall either (i) countersign such Reserve
Certificate and return it to the Grantor or (ii) notify the Grantor that it objects to the Grantor’s calculation of the Required Balance or the Statutory Book Value or Fair Market Value of one or more Trust Assets. If the Beneficiary does not
countersign a Reserve Certificate or notify the Grantor of such objection before the expiration of such five (5) Business Day period, then such Reserve Certificate shall be deemed accepted by the Beneficiary. 

  
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 (b) Any disputes with the Grantor by the Beneficiary with regard to the calculation of the
Required Balance or the Statutory Book Value or the Fair Market Value of the Trust Assets shall be resolved in accordance with Section 11.2 of the Coinsurance Agreement. Upon resolution of all disputes identified in the Beneficiary’s notice of
objection, the Grantor and the Beneficiary shall correct, and the Beneficiary shall countersign, the Reserve Certificate setting forth the Required Balance and the aggregate Statutory Book Value and Fair Market Value of the Trust Assets as resolved
pursuant to the previous sentence. The Grantor shall permit the Beneficiary, at the Beneficiary’s expense, to audit its records during normal business hours in accordance with the Administrative Services Agreement in order to determine its
compliance with this Section 3.3(b). The Trustee shall have no responsibility whatsoever to determine or monitor whether the Grantor or the Beneficiary has complied with the foregoing provisions of Sections 3.3(a) and (b). 

(c) For the avoidance of doubt, no dispute pursuant to Section 3.3(b) shall affect the obligation of the Grantor to continue to provide
Reserve Certificates, as applicable, in accordance with this Section 3.3. 
 Section 3.4 Trustee Reports. Within ten (10)
calendar days following the end of each calendar month, the Trustee shall provide copies of activity reports to the Beneficiary and the Grantor, which reports shall show all deposits, withdrawals, substitutions and exchanges affecting the Trust
Account during such calendar month, and a listing of Trust Assets held and cash and cash equivalent balances in the Trust Account as of the end of such calendar month. The Trustee agrees to provide written notification to the Grantor and the
Beneficiary within ten (10) days of any deposits to or withdrawals from the Trust Account. 
 ARTICLE IV 

RELEASE AND ADJUSTMENT OF TRUST ASSETS 

Section 4.1 Adjustment of Trust Assets. 

(a) Upon the Grantor’s written request, the Trustee shall, within five (5) Business Days of the date of such request, withdraw from the
Trust Account and transfer to the Grantor, Trust Assets as specified by the Grantor in writing, provided, that the Grantor presents the Trustee with a fully countersigned Reserve Certificate reflecting that such amount is less than or equal
to the excess of the aggregate Statutory Book Value of the Trust Assets as of the end of any calendar quarter over the Required Balance as of such calendar quarter or a Reserve Certificate reflecting such excess, accompanied with a certification by
the Grantor to Trustee stating that such Reserve Certificate was deemed accepted without signature pursuant to Section 3.3(a). The Grantor represents and warrants that to the best of its knowledge (i) the ratio of the aggregate Fair Market Value of
the non-cash Trust Assets withdrawn from the Trust Account to the aggregate Statutory Book Value of the non-cash Trust Assets withdrawn from the Trust Account shall be the same as or less than the ratio of the aggregate Fair Market Value of the
non-cash Trust Assets immediately prior to such withdrawal to the aggregate Statutory Book Value of the non-cash Trust Assets immediately prior to such withdrawal; (ii) following such withdrawal (x) the Trust Assets shall comply with all qualitative
and quantitative limitations under Applicable Law as though the Trust Account was a stand-alone life insurance company domiciled in the state of domicile of the Grantor, and (y) the aggregate Statutory Book Value of 

  
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 the Trust Assets shall be equal to or in excess of the Required Balance. The Trustee shall be entitled to rely
conclusively and exclusively upon the written direction of the Grantor provided under this Section 4.1(a) in withdrawing and transferring the Trust Assets specified therein, and shall have no responsibility to determine the excess amount or
whether the conditions set forth in this Section 4.1(a) have been met. 
 (b) If the aggregate Statutory Book Value of the Trust
Assets as of the end of any calendar quarter, as reflected in the applicable Reserve Certificate, is less than the Required Balance as of such calendar quarter end, then within five (5) Business Days of the Grantor’s delivery to the Beneficiary
of the related Reserve Certificate, the Grantor shall cause to be deposited into the Trust Account such additional Eligible Assets as are necessary to ensure that the aggregate Statutory Book Value of the Trust Assets is no less than the Required
Balance; provided, that following such deposit the Trust Assets shall comply with all qualitative and quantitative limitations under Applicable Law as though the Trust Account was a stand-alone life insurance company domiciled in the state of
domicile of the Grantor. 
 Section 4.2 Release of Trust Assets to the Beneficiary. 

(a) By transmittal of prior written notice to the Trustee and the Grantor in substantially the form of Exhibit B attached hereto, the
Beneficiary may withdraw Trust Assets from the Trust Account, but only to the extent of a default by the Grantor in the performance of its monetary obligations under the Coinsurance Agreement that is not being disputed by the Grantor in good faith,
which undisputed payment default has not been cured by the Grantor within five (5) Business Days following its receipt of a written notice thereof delivered by the Beneficiary. In such a case, no more than the amount needed to cure the
Grantor’s undisputed payment default may be withdrawn. 
 (b) Any written notice provided by the Beneficiary pursuant to this
Section 4.2 shall include a certification that the withdrawal meets the requirements of this Section 4.2. Other than such notice, no other statement or document need be presented by the Beneficiary to withdraw such Trust Assets except
that the Beneficiary shall acknowledge to the Trustee receipt of such withdrawn Trust Assets. Upon such written notice of demand of the Beneficiary, the Trustee shall immediately take any and all steps necessary to transfer absolutely and
unequivocally all right, title and interest in such Trust Assets to the Beneficiary and, to the extent applicable, deliver physical custody of such Trust Assets to the Beneficiary as specified in such withdrawal notice. The Trustee shall not be
subject to any liability for any release made by it pursuant to any written demand received pursuant to this Section 4.2. If, notwithstanding the foregoing, a withdrawal is made in excess of the amount permitted by this Section 4.2,
such excess amount shall be deemed maintained in trust for the benefit of the Grantor and the Beneficiary shall promptly return such excess amount to the Trust Account. 

Section 4.3 Limitation on Release of Trust Assets. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE TRUSTEE SHALL NOT BE INSTRUCTED TO RELEASE
TRUST ASSETS FROM THE TRUST ACCOUNT WHICH WOULD CAUSE THE AGGREGATE STATUTORY BOOK VALUE OF THE TRUST ASSETS TO BE DECREASED BELOW THE REQUIRED BALANCE AS OF THE DATE OF WITHDRAWAL. IN RELEASING TRUST ASSETS AS INSTRUCTED BY THE 

  
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 BENEFICIARY OR THE GRANTOR, THE TRUSTEE SHALL HAVE NO RESPONSIBILITY TO DETERMINE OR MONITOR WHETHER THE
CONDITION IN THE FOREGOING SENTENCE HAS BEEN CAUSED BY THE RELEASE SO INSTRUCTED. 
 ARTICLE V 

DUTIES OF THE TRUSTEE 

Section 5.1 Acceptance of Assets by the Trustee. 

(a) The Beneficiary (on behalf of the Grantor) shall transfer to the Trustee, for deposit to the Trust Account, the Eligible Assets listed on
Schedule A attached hereto, and the Grantor may transfer to the Trustee, for deposit to the Trust Account, such other Eligible Assets as it may from time to time desire. The Trustee shall accept for deposit into the Trust Account any Eligible
Asset, provided only that before accepting any Eligible Asset for deposit to the Trust Account, the Trustee shall determine that such Eligible Asset is in such form that the Beneficiary whenever necessary may, or the Trustee upon direction by the
Beneficiary will, in each case subject to the terms and conditions of this Trust Agreement, negotiate such Eligible Asset without consent or signature from the Grantor or any Person other than the Trustee in accordance with the terms of this Trust
Agreement, or such Eligible Asset is otherwise capable of acceptance pursuant to Section 2.1(b). Pursuant to Section 5.9, the Trustee has no responsibility whatsoever for determining or monitoring whether or not any Trust Asset is an
Eligible Asset. 
 (b) The Trustee and its lawfully appointed successors is and are authorized and shall have the power and authority to
receive such securities and other property as the Grantor (or the Beneficiary on behalf of the Grantor) from time to time may transfer or remit to the Trust Account and to hold and dispose of the same for the uses and purposes and in the manner and
according to the provisions herein set forth. All such Trust Assets at all times shall be maintained in the Trust Account, separate and distinct from all other assets on the books and records of the Trustee, and shall be continuously kept in a safe
place within the United States. 
 Section 5.2 Collection of Income; Voting Rights. 

(a) The Trustee is hereby authorized to and shall, without prior notice to the Grantor or the Beneficiary, collect all interest, dividends or
any other income, on the Trust Assets (hereinafter referred to as “Income”), if any. 
 (b) All payments of Income
on the Trust Assets shall be the property of the Grantor and shall be maintained by the Trustee as separate items of income within the Trust Account (the “Income Accounts”). The Grantor, upon written notice to the Trustee,
may withdraw amounts from the Income Accounts at any time and from time to time. 
 (c) Subject to the other provisions of this Trust
Agreement and the requirement that title to Trust Assets be recorded in the name of the Trustee, the Grantor shall have the full and unqualified right to direct the Trustee to vote, and to execute consents, bond powers, stock powers, mortgage and
title instruments and other instruments of transfer, pledge and release with respect to any Trust Assets. Whenever there are voluntary rights that may be 

  
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 exercised or alternate courses of action that may be taken by reason of the ownership of Trust Assets, the
Grantor shall be responsible for making any decision relating thereto and for directing the Trustee to act. The Trustee shall notify the Grantor of rights or discretionary actions with respect to Trust Assets as promptly as practicable under the
circumstances, provided that the Trustee has actually received notice of such right or discretionary corporate action from the relevant depository, etc. Absent actual receipt of such notice, the Trustee shall have no liability for failing to
so notify the Grantor. Absent the Trustee’s timely receipt of instructions from the Grantor, the Trustee shall not be liable for failure to take any such action relating to or to exercise any rights conferred by such Trust Assets. 

Section 5.3 Obligations of the Trustee. 

(a) The Trustee agrees to hold and disburse the Trust Assets in accordance with the provisions expressed herein. 

(b) The Trustee may, without the consent of the Beneficiary or the Grantor, upon call or maturity of any security or other asset in the Trust
Account, withdraw such security or other asset upon the condition that the proceeds are to be paid or deposited into the Trust Account. 

Section 5.4 Responsibilities of Trustee. 

(a) The Trustee, in the administration of the Trust Account, is to be bound solely by the express provisions of this Trust Agreement, and such
further written and signed directions as the appropriate party or parties may, under the conditions herein provided, deliver to the Trustee. The Trustee shall be under no obligation to enforce the Grantor’s obligations under this Trust
Agreement, except as otherwise expressly provided or directed pursuant hereto. The Trustee shall be restricted to holding title to, operating and collecting the Trust Assets and the payment and distribution thereof for the purposes set forth in this
Trust Agreement and to the conservation and protection of such Trust Assets and the administration thereof in accordance with the provisions of this Trust Agreement, and the Trustee shall be liable only for its own negligence, willful misconduct or
lack of good faith. The Trustee further agrees to promptly forward upon request to the Beneficiary, the Grantor or their designated recipient a certified list of all Trust Assets. 

(b) Subject to the other provisions of this Trust Agreement, including the requirements that only Eligible Assets may be held in or by the
Trust Account and that title to Trust Assets shall be recorded in the name of the Trust or the Trustee, as appropriate, and provisions relating to the substitution of Trust Assets, (i) the Grantor shall have the irrevocable authority and sole power
to direct, in writing, the Trustee, in the Grantor’s sole discretion, with respect to all aspects of the management or investment of the Trust Assets contained in the Trust Account, and the Grantor may delegate such authority and power to any
other Person, including any Affiliate of the Grantor (“Investment Manager”), pursuant to one or more investment management, advisory or other agreements of form and substance specified by the Grantor, provided that the
Grantor shall provide written notice of any such delegation to each other party hereto and (ii) each of the Trustee and the Beneficiary acknowledges that it has no authority with respect to such management or investment activities. The Trustee
agrees it will not exercise any 

  
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 discretion or take any action with respect to the matters in clause (i) above and the Trustee will take any
actions related thereto as directed by the Grantor in accordance therewith. Any instruction or order concerning such investments or substitutions of securities shall be referred to herein as an “Investment Order”. The Trustee
shall execute Investment Orders and settle securities transactions by itself or by means of an agent or broker. The Trustee shall not be responsible for any act or omission, or for the solvency, of any such agent or broker selected by the Trustee
without negligence, bad faith or willful misconduct. When the Trustee is directed to deliver Trust Assets against payment, delivery will be made in accordance with generally accepted market practice. Any loss incurred from any investment pursuant to
the terms of this Section 5.4(b) shall be borne exclusively by the Trust Account. Pursuant to Section 5.9, the Trustee has no responsibility whatsoever for determining or monitoring whether or not any Trust Asset is an Eligible Asset.

 (c) In no event shall the Trustee be liable under or in connection with the Agreement for indirect, special, incidental, punitive or
consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless or the form of action in which such damages
are sought, unless such loss or damage has been caused by the Trustee’s negligence, lack of good faith, or wilful misconduct. 

Section 5.5 Resignation or Removal of the Trustee; Appointment of Successor Trustee. 

(a) The Trustee may at any time resign as Trustee and terminate its capacity hereunder and by delivery of written notice of resignation,
effective not less than 90 days after receipt by both the Beneficiary and the Grantor. The Trustee may be removed by the Grantor by (i) delivery to the Trustee and the Beneficiary of a written notice of removal, effective not less than 90 days after
receipt by the Trustee and the Beneficiary of the notice and (ii) receipt of the Beneficiary’s consent to such action, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, no such resignation
by the Trustee or removal by the Grantor shall be effective until a successor to the Trustee shall have been duly appointed by the Grantor and approved by the Beneficiary and all Trust Assets have been duly transferred to such successor. If no such
successor has been appointed within 90 days of such resignation by the Trustee or removal by the Grantor, then the Trustee may seek a court-appointed successor to the Trustee. The Grantor, upon receipt of such notice of resignation, or upon its
delivery of a notice of removal, shall diligently undertake to obtain the agreement of a qualified, successor to the Trustee, reasonably agreeable to the Beneficiary, to act as the successor to the Trustee in accordance with all agreements of the
Trustee herein and upon duly qualifying to act as such pursuant to Section 5.5(b). The Beneficiary agrees not to unreasonably withhold approval of such successor. Upon the Trustee’s delivery of the Trust Assets to the qualified successor
along with a closing statement showing all activities from the last monthly report, the Trustee shall be discharged of further responsibilities hereunder. 

(b) Any successor trustee appointed hereunder shall execute an instrument accepting such appointment hereunder and shall deliver the same to
the Grantor, the Beneficiary and to the Trustee. Thereupon such successor trustee shall, without any further act, 

  
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 become vested with all the estates, properties, rights, powers, trusts and duties of its predecessor in the Trust
with like effect as if originally named herein; but the predecessor Trustee shall nevertheless, when requested in writing by the successor trustee, execute an instrument or instruments as provided to it in appropriate form conveying and transferring
to the successor trustee all the estates, properties, rights, powers and trusts of such predecessor Trustee, and shall duly assign, transfer and deliver to the successor trustee all property and money held by such predecessor hereunder. The
predecessor Trustee shall be entitled to reimbursement in accordance with Section 5.8 for all expenses it incurs in connection with the settlement of its accounts and the transfer and delivery of the Trust Assets to its successor. The
predecessor Trustee shall continue to be indemnified by reason of such entity being or having been a trustee in accordance with Section 5.7. 

Section 5.6 Release of Information. The Trustee shall promptly respond to any and all reasonable requests for information concerning
the Trust Account or the Trust Assets by either of the other parties to this Trust Agreement. Furthermore, the Trustee shall fully and completely respond to any direct inquiries of the insurance regulatory authority in the state of domicile of the
Grantor or the Beneficiary, or any of their respective representatives, concerning the Trust Account or the Trust Assets, including detailed inventories of securities or funds, and the Trustee shall permit the insurance regulatory authority in the
state of domicile of the Grantor or the Beneficiary, or their respective representatives, to examine and audit all securities or funds held hereunder. To the extent not prohibited by Applicable Law, the Trustee shall promptly provide notice to the
Beneficiary and the Grantor concerning all such inquiries, and shall to the extent reasonably practicable provide seven (7) days prior notice to the Beneficiary and the Grantor of all such examinations and audits. 

Section 5.7 Indemnification of the Trustee. Subject to Section 5.4, the Grantor hereby indemnifies the Trustee for, and holds it
harmless against, all losses, damages, costs and expenses, including reasonable attorney’s fees, incurred or made arising out of or in connection with the performance of its duties in accordance with this Trust Agreement, including all losses,
damages, costs and expenses arising out of or in connection with the status of the Trustee and its nominee as the holder of record of the Trust Assets; provided, however, that such losses, damages, costs or expenses (i) have not been
caused by the Trustee’s negligence, willful misconduct, or lack of good faith and (ii) have not been caused by any act or omission of the Beneficiary. Subject to Section 5.4, the Beneficiary hereby indemnifies the Trustee for, and holds
it harmless against, all losses, damages, costs and expenses, including reasonable attorney’s fees, incurred or made arising out of or in connection with the performance of its duties in accordance with this Trust Agreement, including all
losses, damages, costs and expenses arising out of or in connection with the status of the Trustee and its nominee as the holder of record of the Trust Assets to the extent that such losses, damages, costs or expenses are caused by the
Beneficiary’s acts or omissions and not by the Trustee’s negligence, willful misconduct, or lack of good faith. 
 Section 5.8
Charges of the Trustee. The Grantor shall pay the Trustee, as compensation for its services under this Trust Agreement, a fee computed at rates as agreed between the Grantor and the Trustee. The Grantor shall pay or reimburse the Trustee for
all of the Trustee’s reasonable expenses and disbursements in connection with its duties under this 

  
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 Trust Agreement (including reasonable fees and expenses of any outside counsel incurred by the Trustee for legal
services deemed reasonably necessary by the Trustee as a result of the Trustee’s so acting) except any such expense or disbursement as may arise from the Trustee’s negligence, willful misconduct, or lack of good faith; provided,
however, that no such costs, fees or expenses shall be paid out of the Trust Assets. 
 Section 5.9 Limitations of Trustee.
The Trustee shall in no way be responsible for determining the amount of Trust Assets required to be deposited or permitted to be withdrawn, or monitoring whether or not the Trust Assets are Eligible Assets. The Trustee shall be under no liability
for any release of Trust Assets made by it to the Grantor or the Beneficiary in accordance with Article IV or Article VI. 

Section 5.10 Additional Trustee Rights and Duties. 

(a) The Trustee may maintain any Trust Assets in book entry form with, and utilize the services of, the Federal Reserve Bank or other
depositories such as the Depository Trust Company. The Trustee shall have no liability whatsoever for the action or inaction of any depository or for any losses resulting from the maintenance of Trust Assets a depository. Assets may be held in the
name of a nominee maintained by the Trustee or by any such depository. 
 (b) The Trustee shall accept and open all mail directed to the
Grantor or the Beneficiary in care of the Trustee. 
 (c) No provision of this Trust Agreement shall require the Trustee to take any action
which, in the Trustee’s reasonable judgment, would result in any violation of this Trust Agreement or any provision of Applicable Law. The Trustee may obtain the advice of counsel and shall be fully protected with respect to anything done or
omitted by it in good faith in conformity with such advice. 
 (d) The Trustee shall not be responsible for the existence, genuineness or
value of any of the Trust Assets; for the validity, perfection, priority or enforceability of the liens or any security interest in any of the Trust Assets, whether impaired by operation of law or by reason of any action or omission to act on its
part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee; for the validity of title to the Trust Assets; for insuring the Trust Assets; or for the payment of
taxes, charges, assessments or liens upon the Trust Assets. 
 (e) The Trustee shall not incur any liability for not performing any act or
fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the reasonable control of the Trustee, including, but not limited to, any act or provision of any present or future law or regulation or Governmental
Entity, any act of God or war or terrorism, loss or malfunction of utilities or computer software or hardware, or the unavailability of the Federal Reserve Bank wire or other wire or communication facility. 

  
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 (f) The Trustee shall not be required to risk or expend its own funds in performing its
obligations under this Trust Agreement. The foregoing sentence shall not apply to the ordinary out-of-pocket expenses referred to in the second sentence of Section 5.8 which are incurred by the Trustee in the normal administration of this
Trust Agreement and which are to be reimbursed as provided in Section 5.8, or to ordinary internal overhead expenses which are incurred by the Trustee in the normal administration of this Trust Agreement. 

ARTICLE VI 
 TERMINATION

 Section 6.1 Termination with the Beneficiary’s Written Consent. The parties intend for the term of this Trust Agreement
to be perpetual, unless terminated in accordance with this Article VI. Upon receipt of the Beneficiary’s written consent, the Grantor may terminate this Trust Agreement by: 

(a) giving thirty five (35) days’ advance written notice to the Trustee and the Trustee giving thirty (30) days’ advance written
notice of such termination via certified mail to the Beneficiary; and 
 (b) providing the Beneficiary with alternative security acceptable
to the Beneficiary, as determined by the Beneficiary in its sole discretion, prior to the effective date of such termination. 
 Section 6.2
Disposition of Trust Assets Upon Termination. Upon a termination pursuant to this Article VI, and without any further consent of the Beneficiary, the Trustee shall distribute all Trust Assets to the Grantor or the Grantor’s
designee and shall take any and all steps necessary (including the execution and delivery of instruments in appropriate form provided to the Trustee therefor) to transfer absolutely and unequivocally all right, title and interest in such Trust
Assets and to deliver physical custody, if applicable, in such Trust Assets to the Grantor or as otherwise directed by the Grantor, at which time all liability of the Trustee with respect to such Trust Assets shall cease; provided,
however, that the Trustee shall sign documents and otherwise reasonably cooperate with Grantor and the Beneficiary, at no material expense to the Trustee, for a period of forty five (45) days after termination as necessary to transfer the
Trust Assets and all books, records, documents and accounts relating thereto. 
 ARTICLE VII 

SECURITY INTEREST IN THE TRUST ASSETS 

Section 7.1 Security Interest. 

(a) The parties hereto intend that the Trustee, in its capacity as trustee, is and at all times shall be the owner of and entitlement holder
with respect to the securities account constituting part of the Trust Account and the assets credited thereto for the benefit of the Beneficiary in accordance with this Trust Agreement and that the Trustee otherwise be the owner or, if applicable,
the holder of legal title to all other assets held from time to time in the Trust Account. Additionally, in order to secure the Grantor’s obligations to the Beneficiary under the Coinsurance Agreement, the Grantor hereby grants to the Trustee
for the benefit of the Beneficiary a first priority perfected security interest in all of the Grantor’s right, title and interest in, to and under the following property, whether now owned or existing or hereafter


  
 14 








 
acquired or arising and wheresoever located (collectively, the “Collateral”): (i) the Trust Account and the Trust Assets, including investment property, securities,
investments, instruments, cash, mortgage notes and all participation interests in mortgage notes, funds, general intangibles, accounts, receivables, chattel paper, letter-of-credit rights, documents and all other assets (x) held in or credited to
the Trust Account or (y) otherwise conveyed to the Trustee by the Grantor; (ii) all cash and other financial assets credited to the Trust Account and all security entitlements (within the meaning of Section 8-102(a) of the UCC) related to or arising
therefrom; and (iii) all proceeds of, all supporting obligations relating to, and all security interests, mortgages or other liens securing, any of the foregoing, and agrees that this Trust Agreement shall constitute a security agreement under
Applicable Law. In furtherance of the preceding sentence, the Trustee acknowledges that all Collateral conveyed to the Trustee is held for the benefit of the Beneficiary. Any amounts withdrawn from the Trust Account in accordance with this Trust
Agreement shall be automatically released from, and withdrawn free and clear of, any security interest created herein. 
 (b) The Grantor
hereby authorizes the Beneficiary (on behalf of the Trustee, as secured party for the benefit of the Beneficiary) to file any and all UCC—1 Financing Statements with respect to the Collateral, and any and all amendments, assignments and
continuation statements with respect thereto, that are deemed necessary or desirable by the Beneficiary in order to perfect such security interest in the Collateral. The Trustee shall have no duties or liability whatsoever relating to the creation,
perfection, validity, or enforcement of any security interest under this Article VII, or any filing related thereto. All terms used in this Section 7.1 and defined in the UCC shall have the meanings given to such terms in the UCC. 

Section 7.2 Uniform Commercial Code Provisions. 

(a) The parties hereto, including the Trustee in its capacity as securities intermediary, hereby acknowledge and agree that each asset
credited to the Trust Account, including cash credited thereto, shall be treated as a “financial asset” within the meaning of Section 8-102(a) of the UCC. The Grantor covenants not to hold any property in the Trust Account that cannot be
deemed a financial asset pursuant to Section 8-103 of the UCC. The Trustee acknowledges and agrees that it is a “securities intermediary” within the meaning of Section 8-102(a) of the UCC and is acting as such with respect to the Trust
Account and all such financial assets held therein. New York shall be deemed to be the “bank’s jurisdiction” for purposes of Section 9-304 of the UCC. The parties agree that New York shall be deemed to be the “securities
intermediary’s jurisdiction” for purposes of Section 8-110 of the UCC. 
 (b) The Trustee hereby confirms and agrees to the
following: The Trustee shall not change the name or account number of the Trust Account without the prior written consent of the Beneficiary (except for any changes due to internal systems changes). 

Section 7.3 [Reserved]. 

  
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 Section 7.4 Conflict with Other Agreements. In the event of any conflict between this
Trust Agreement (or any portion thereof) and any other agreement regarding the subject matter hereof, the terms of this Trust Agreement shall prevail. 

Section 7.5 Notice of Adverse Claims. Except for the claims and interest of the Beneficiary and of the Grantor in the Trust Account,
the Trustee does not have any knowledge of any claim to, or interest in, the Trust Account or in any asset credited thereto, or the Trust Account or in any asset deposited therein. If any Person asserts any lien, encumbrance or adverse claim
(including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Trust Account or in any asset credited thereto, the Trustee shall promptly notify the Beneficiary and the Grantor thereof. 

Section 7.6 Trustee Disclaimer. The Trustee makes no representation or warranty as to whether the granting of security interests and
liens in Trust Assets by the Grantor under this Article VII (a) invalidates rights or protections conferred upon trusts or the separateness of their legal existence, or (b) reduces, eliminates, or restricts the Beneficiary’s rights and
interests in the Trust Assets as a beneficiary of the Trust Account. 
 ARTICLE VIII 

TRANSFER TAXES 
 Section
8.1 Transfer Taxes. All (i) sales, use, transfer, realty transfer, recording, ad valorem, privilege, documentary, gross receipts, registration, conveyance, excise, license, stamp, duties or similar taxes and fees (collectively, the
“Transfer Taxes”) arising out of, in connection with or attributable to the transactions effected pursuant to this Trust Agreement and (ii) costs, in each case, incurred in connection with effecting the investment,
substitution, deposit or withdrawal of the Trust Assets, shall be shared 50% by the Grantor and 50% by the Beneficiary. The party, as between the Grantor and the Beneficiary, which has primary legal responsibility for the payment of any particular
Transfer Tax shall prepare and timely file all relevant tax returns required to be filed in respect of such Transfer Tax. Each of the Grantor and the Beneficiary shall reimburse the Trustee for its 50% share of any such Transfer Taxes or costs
incurred by the Trustee. 
 ARTICLE IX 

GENERAL PROVISIONS 

Section 9.1 Failure to Act. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of either party of any right, power, remedy or privilege, nor any single or partial exercise of any such right, power, remedy or privilege, preclude any further exercise thereof or the exercise of any
other such right, power, remedy or privilege. 
 Section 9.2 Amendments. This Trust Agreement and the Trust created hereunder shall
be irrevocable, subject solely to the termination provisions set forth herein. The Grantor shall have no right or power in any capacity to revoke, terminate or alter or amend any terms of this Trust Agreement, in whole or in part, without the prior
written consent of the Beneficiary and the Trustee. Notwithstanding the foregoing, this Trust Agreement may be 

  
 16 








 
amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties hereto or, in the case of a waiver, by the party waiving
compliance. To the extent a prior notice of an amendment is required to be filed with an insurance regulatory authority under Applicable Law, no such amendment shall be effective unless such amendment is filed by the Grantor or the Beneficiary with
such insurance regulatory authority in compliance with any applicable time period and approved by such insurance regulatory authority or not disapproved by such insurance regulatory authority within any applicable time period. 

Section 9.3 Assignment. This Trust Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors, permitted assigns and legal representatives, whether by merger, consolidation or otherwise. This Trust Agreement may not be assigned by any party without the prior written consent of the other parties hereto, which consent shall not be
unreasonably withheld, conditioned or delayed. 
 Section 9.4 Counterparts. This Trust Agreement may be executed in any number of
counterparts (including by means of facsimile or PDF), all of which shall constitute one and the same original. 
 Section 9.5
Notices. Unless otherwise specifically provided herein, all notices and other communications under this Trust Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made when personally
delivered or sent by overnight courier service, facsimile or electronic media, or upon receipt when sent by registered or certified mail) by (i) delivery in person, (ii) overnight courier service, (iii) facsimile or electronic media or registered or
certified mail (postage prepaid, return receipt requested), to the respective parties at the following address (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.5): 

If to the Beneficiary: 
 Athene
Life Insurance Company of New York 
 7700 Mills Civic Parkway 

West Des Moines, Iowa 50266 

Telephone: (515) 342-3160 

Facsimile: (877) 733-8593 

Attention: Erik H. Askelsen 

Email: easkelsen@athene.com 

with copies (which shall not constitute notice) to: 

Athene USA Corporation 
 7700
Mills Civic Parkway 
 West Des Moines, IA 50266 

Attention: Erik Askelsen 

Email: legal@athene.com 

  
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 and 

Sidley Austin LLP 
 1 South
Dearborn 
 Chicago, Illinois 60603 

Telephone:     (312) 853-7061 

Facsimile:       (312) 853-7036 

Attn: Perry J. Shwachman, Esq. 

and 
 Sidley Austin LLP 

787 Seventh Avenue 
 New York,
New York 10019 
 Telephone:     (212) 839-5835 

Facsimile:       (212) 839-5599 

Attn: Jonathan J. Kelly, Esq. 

If to the Grantor: 
 First
Allmerica Financial Company 
 c/o Commonwealth Annuity and Life Insurance Company 

132 Turnpike Road Suite 210 

Southborough, Massachusetts 01772 

Telephone:     (508) 460-2408 

Facsimile:       (212) 493-9888 

Attn: Scott Silverman, Esq. 

with a copy (which shall not constitute notice) to: 

Debevoise & Plimpton LLP 

919 Third Avenue 
 New York, New
York 10022 
 Telephone:     (212) 909-6000 

Facsimile:       (212) 909-6836 

Attn: John M. Vasily, Esq. 

         Thomas M. Kelly, Esq. 

If to the Trustee: 
 U.S. Bank
National Association 
 c/o Glenda Webb, Vice President & Relationship Manager 

U.S. Bank Institutional Trust & Custody 

225 Water Street, Suite 700 

Jacksonville, FL 32202 

Telephone:     904-358-5368 

Facsimile:       904-358-5353 

  
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 Section 9.6 Severability. Whenever possible, each provision or portion of any provision of
this Trust Agreement shall be interpreted in such a manner as to be effective and valid under Applicable Law, but if any term or provision of this Trust Agreement is held by a court of competent jurisdiction or other authority to be invalid, illegal
or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof, and this Trust Agreement shall be reformed, construed and enforced as if such invalid, illegal or
unenforceable provision or portion of any provision had never been contained herein. 
 Section 9.7 Further Assurances. The Grantor
and the Beneficiary shall execute such documents and perform such further acts as may be reasonably required to carry out the provisions of this Trust Agreement. 

Section 9.8 Entire Agreement. This Trust Agreement contains the entire agreement among the Beneficiary and the Grantor with respect to
the Trust created herein and supersedes all prior agreements, written or oral, with respect thereto. 
 Section 9.9 Governing Law;
Jurisdiction; Enforcement. 
 (a) This Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of
New York without giving effect to the principles of conflicts of law rules thereof. The establishment and maintenance of the Trust Account, and all interests, duties and obligations with respect thereto, shall be governed by the laws of the State of
New York. 
 (b) Each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court
for the Southern District of New York and of any New York state court sitting in New York County, for purposes of all legal proceedings arising out of or relating to this Trust Agreement, or the transactions contemplated by this Trust Agreement, or
for recognition and enforcement of any judgment in respect thereof. In any such action, suit or other proceeding, each party hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter
have to the laying of the venue of any such proceedings brought in such court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party also agrees that any final and unappealable judgment
against a party in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United
States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. Each party agrees that any process or other paper to be served in connection with any action or
proceeding under this Trust Agreement shall, if delivered, sent or mailed in accordance with Section 9.5, constitute good, proper and sufficient service thereof. 

  
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 (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS TRUST
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, ACTION, PROCEEDING, OR
COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS TRUST AGREEMENT CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY
MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS TRUST AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.9. 

Section 9.10 Specific Performance. The Grantor and the Beneficiary recognize and agree that, as between themselves, if for any reason
any of the provisions of this Trust Agreement required to be performed by the Grantor or the Beneficiary for the benefit of the other, are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable
harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, the Grantor and the Beneficiary agree that, in addition to any other available remedies, the Grantor and the Beneficiary shall be entitled to an
injunction restraining any violation or threatened violation of any of the provisions of this Trust Agreement by the other without the necessity of posting a bond or other form of security. In the event that any action should be brought in equity to
enforce any of the provisions of this Trust Agreement by either the Grantor or the Beneficiary, neither the Grantor nor the Beneficiary will allege, and the Grantor and the Beneficiary each hereby waives the defense, that there is an adequate remedy
at law. 
 Section 9.11 Construction and Effect. This Trust Agreement and the enforceability hereof shall not be subject to the
satisfaction of any conditions or qualifications not expressly included herein. 
 Section 9.12 USA Patriot Act. The Grantor and the
Beneficiary each hereby acknowledges that the Trustee is subject to federal laws, including the Customer Identification Program (“CIP”) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to
which the Trustee must obtain, verify and record information that allows the Trustee to identify the Grantor and the Beneficiary. Accordingly, prior to opening the Trust Account hereunder, the Trustee will ask the Grantor and the Beneficiary to
provide certain information including, but not limited to, the Grantor’s and the Beneficiary’s name, physical address, tax identification number and other information that will help the Trustee to identify and verify the Grantor’s and
the Beneficiary’s identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. Each of the Grantor and the Beneficiary agrees that the Trustee cannot open the Trust
Account hereunder unless and until the Trustee verifies the Grantor’s and the Beneficiary’s identity in accordance with the Trustee’s CIP. 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Trust Agreement as of the date first
above written. 
  

			
	ATHENE LIFE INSURANCE
	COMPANY OF NEW YORK, as
	Beneficiary
		
	By:	 	  

	Name:	 	
	Title:	 	

 [Signature Page to Trust Agreement] 








			
	FIRST ALLMERICA FINANCIAL LIFE
	INSURANCE COMPANY, as Grantor
		
	By:	 	  

	Name:	 	
	Title:	 	

 [Signature Page to Trust Agreement] 








			
	U.S. BANK NATIONAL ASSOCIATION, as
	Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	

 [Signature Page to Trust Agreement] 







 EXHIBIT A 

FORM OF GRANTOR SUBSTITUTION NOTICE 

[DATE] 
 [TRUSTEE] 

[TRUSTEE ADDRESS] 
 Attention: [•] 

Facsimile: [•] 
 Ladies and Gentlemen: 

Reference is hereby made to the Trust Agreement, dated as of July 31, 2015 (as amended, supplemented or otherwise modified from time to time,
the “Trust Agreement”), by and among Athene Life Insurance Company of New York (the “Beneficiary”), First Allmerica Financial Life Insurance Company, (the “Grantor”), and U.S.
Bank National Association (the “Trustee”). Capitalized terms used but not defined herein shall have the meaning set forth in the Trust Agreement. 

Pursuant to Section 3.1 of the Trust Agreement, the Grantor hereby requests and authorizes the Trustee to substitute the Trust Assets described
below held in Trust Account No. [•] for the Replacement Assets described below. The Trustee is hereby authorized and directed to transfer such Trust Assets in accordance with the directions set forth below concurrent with receipt of the
Replacement Assets set forth below: 
  

	 	1.	Trust Assets to be Withdrawn and Transferred: 

 [Description of each Trust
Asset, and the Statutory Book Value thereof, to be withdrawn from the Trust Account.] 
  

                    
                                         
            
  

	 	2.	Replacement Assets to be deposited into the Trust Account: 

 [Description of
each Replacement Asset, and the Statutory Book Value thereof, to be deposited in the Trust Account.] 
  

                    
                                         
            
  

  
 A-1 









	 	3.	Transfer Directions: 

 Transferee: __________________________ 

Location of Account: __________________ 

Account No.: __________________ 
  

	 	4.	Transfer Date: ________________ 

 The Grantor hereby certifies that the substitution of assets
provided for herein meets the requirements set forth in Section 3.1 of the Trust Agreement. 
 [The Grantor hereby further certifies that the
Beneficiary was provided written notice of the substitution of assets provided for herein and did not provide written notice to the Grantor of the withholding of its consent to such substitution of assets within two Business Days following their
receipt of written notice of such substitution of assets, and, therefore, the Beneficiary’s consent to the substitution of assets provided for herein is deemed to be provided in accordance with Section 3.1 of the Trust Agreement.] 

 

			
	FIRST ALLMERICA FINANCIAL LIFE
	INSURANCE COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	 The Beneficiary hereby consents

	 to the substitution of assets provided

	 for herein.

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  
 A-2 








 EXHIBIT B 

FORM OF BENEFICIARY WITHDRAWAL NOTICE 

[DATE] 
 [TRUSTEE]

 [TRUSTEE ADDRESS] 
 Attention: [•] 

Facsimile: [•] 
 [insert Grantor notice information]

 Ladies and Gentlemen: 
 Reference is hereby
made to the Trust Agreement, dated as of July 31, 2015 (as amended, supplemented or otherwise modified from time to time, the “Trust Agreement”), by and among Athene Life Insurance Company of New York (the
“Beneficiary”), First Allmerica Financial Life Insurance Company, (the “Grantor”), and U.S. Bank National Association (the “Trustee”). Capitalized terms used but not defined
herein shall have the meaning set forth in the Trust Agreement. 
 Pursuant to Section 4.2 of the Trust Agreement, the undersigned
Beneficiary hereby requests and authorizes the Trustee to withdraw the Trust Assets described below from Trust Account No. [•], and to transfer such Trust Assets in accordance with the directions set forth below: 

 

	 	1.	Trust Assets to be Withdrawn and Transferred: 

 [Description of each Trust Asset
to be withdrawn from the Trust Account.] 
  

                    
                                         
                
  

	 	2.	Transfer Directions: 

 Transferee: __________________________ 

Location of Account: __________________ 

Account No.: __________________ 
  

	 	3.	Transfer Date: ________________ 


  
 B-1 








 The undersigned Beneficiary hereby certifies that the withdrawal of assets provided for herein
meets the requirements set forth in Section 4.2 of the Trust Agreement. 
  

			
	ATHENE LIFE INSURANCE COMPANY OF
	NEW YORK
		
	By:	 	  

	Name:	 	



  
 B-2