exv10w1



 






Exhibit 10.1




WILTON RE

187 Danbury Road

Riverview Building, Third Floor

Wilton, Connecticut 06897




December 29, 2005




	 	 	 
	Annuity and Life Reassurance America, Inc.

124 Palasido Avenue

Windsor, Connecticut 06095

	 	Annuity and Life Reassurance, Ltd.

Cumberland House

1 Victoria Street

Hamilton, Bermuda HM 11






Gentlemen:



This letter agreement modifies certain specified terms of the Master Agreement by and among
Prudential Select Life Insurance Company of America (n/k/a Wilton Reassurance Company) (“Wilton
America”), Wilton Reinsurance Bermuda Limited (“Wilton Bermuda” and, together with Wilton America,
the “Retrocessionaires”), Annuity and Life Reassurance America, Inc. (“ALR America”), and Annuity
and Life Reassurance Ltd. (“ALR Bermuda” and, together with ALR America, the “Companies”) dated as
of August 10, 2005 (the “Master Agreement”). Capitalized terms used but not separately defined
herein shall have the meanings ascribed to them in the Master Agreement.



The parties hereto agree that Section 9.1.5 of the Master Agreement shall be amended to read
“Either the Companies or the Retrocessionaires may terminate this Agreement if Closing hereunder
has not occurred on or prior to January 20, 2006.”



If each of the conditions set forth in Article VI of the Master Agreement is satisfied or waived by
the party or parties entitled to waive the same no later than 11:59 p.m. on January 16, 2006,
Atlantic Standard time, then:



1) Notwithstanding Section 1.9 of the Master Agreement, the Closing will take place at 10:00 a.m.,
Atlantic Standard time, on January 17, 2006.



2) Notwithstanding Sections 1.35 and 5.4 of the Master Agreement, (i) the Transition Date will be
March 15, 2006, and (ii) from March 15, 2006 through April 30, 2006, the Companies will continue to
cooperate in good faith with the Retrocessionaires in completing the transition of the
administration of the Treaties from the Companies to the Retrocessionaires.




 









 







3) As summarized on Annex A hereto, the parties have reached certain understandings and agreements
with respect to transition issues and responsibilities. Notwithstanding anything in the Master
Agreement to the contrary, as set forth in Annex A, the Companies will maintain responsibility for
the preparation of their respective 2005 year-end financial statements and financial reporting
packages pertaining to fourth quarter 2005 operations.



4) Clause (i) of the final sentence of Section 5.9(e) of the Master Agreement shall be amended to
read “(i) August 31, 2006, or”.



5) Consistent with the provisions of Section 5.10(b) of the Master Agreement, following the
Closing Date, the Companies will continue to provide required letter of credit (“LOC”)
collateralization with respect to any of the Collateralized Treaties as are not novated in
connection with the Closing, as specified in the Master Agreement. The parties shall use
commercially reasonable efforts to minimize the costs of procuring and maintaining any such LOCs
for the periods required, including, without limitation, the costs of terminating any such LOCs
when and as such Collateralized Treaties are novated to a Wilton Re affiliate in accordance with
the terms of the Master Agreement.




[Remainder of page intentionally left blank.]




 









 







If each of the conditions set forth in Article VI of the Master Agreement is not satisfied or
waived by the party or parties entitled to waive the same no later than 11:59 p.m. on January 19,
2006, Atlantic Standard time, then this Letter Agreement shall become null and void and the Master
Agreement shall remain in effect in accordance with its original terms.



	 	 	 
	WILTON REASSURANCE

COMPANY

	 	ANNUITY AND LIFE

REASSURANCE AMERICA, INC.
	 
	 	 
	/s/ Enrico J. Treglia


	 	/s/ John W. Lockwood

	 

	 	 
	By: Enrico J. Treglia

Title: Senior VP and COO

	 	By: John W. Lockwood

Title: President
	 
	 	 
	WILTON REINSURANCE BERMUDA

LIMITED

	 	ANNUITY AND LIFE

REASSURANCE, LTD.
	 
	 	 
	/s/ M.N. Smith


	 	/s/ William H. Mawdsley

	 

	 	 
	By: M.N. Smith

Title: CEO

	 	By: William H. Mawdsley

Title: CEO