POS EX

As filed with the Securities and Exchange Commission on December 13, 2019
Registration Nos.

333-231308
811-05563

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No.	o
Post-Effective Amendment No. 1	x

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No. 479	x

PACIFIC SELECT EXEC SEPARATE ACCOUNT OF
PACIFIC LIFE INSURANCE COMPANY
(Exact Name of Registrant)

PACIFIC LIFE INSURANCE COMPANY
(Name of Depositor)

700 Newport Center Drive
Newport Beach, California 92660
(Address of Depositor’s Principal Executive Offices) (Zip Code)

(949) 219-3943
(Depository’s Telephone Number, including Area Code)

Brandon J. Cage
Assistant Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and Address of Agent for Service)

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.

Explanatory Note

This Post-Effective Amendment No. 1 to the Registration Statement on Form N-6 (File No. 333-231308) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement.

This Post-Effective Amendment No. 1 consists of the following:

1. Facing Sheet of the Registration Statement

2. Part C to the Registration Statement

3. Reinsurance Agreement and Amendment exhibits to Item 26 to the Registration Statement

This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission. Part A and Part B of Pre-Effective Amendment No. 2 to the Registration Statement are hereby incorporated by reference.

PACIFIC SELECT EXEC SEPARATE ACCOUNT

PART C: OTHER INFORMATION

Item 26. Exhibits

(1)	(a)	Resolution of the Board of Directors of the Depositor dated November 22, 1989 and copies of the Memoranda concerning Pacific Select Exec Separate Account dated May 12, 1988 and January 26, 1993; Filed as part of Registration Statement on Form N-6 via EDGAR on September 10, 2004, File No. 333-118913, Accession Number 0000892569-04-000869.
	(b)	Resolution of the Board of Directors of Pacific Life Insurance Company authorizing conformity to the terms of the current Bylaws; Filed as part of Registration Statement on Form N-6 via EDGAR on September 10, 2004, File No. 333-118913, Accession Number 0000892569-04-000869.
(2)	Inapplicable
(3)	(a)	Distribution Agreement Between Pacific Life Insurance Company, Pacific Life & Annuity Company and Pacific Select Distributor, Inc. (PSD); Filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 via EDGAR on May 27, 2011, File No. 333-172851, Accession Number 0000950123-11-054590.
	(b)	Form of Selling Agreement Between Pacific Mutual Distributors, Inc. and Various Broker-Dealers; Filed as part of Registration Statement on Form N-6 via EDGAR on September 10, 2004, File No. 333-118913, Accession Number 0000892569-04-000869.
	(c)	Distribution Agreement Between Pacific Select Distributors, Inc. and T. Rowe Price Investment Services, Inc.; Filed as part of Post-Effective Amendment No. 34 to the Registration Statement on Form N-6 via EDGAR on April 19, 2005, File No. 033-21754, Accession Number 0000892569-05-000254.

	(d)	Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company and Pacific Select Distributors, LLC (PSD) (Amended and Restated); included in Registrant’s Form N-6, File No. 333-172851 Accession No. 0001104659-17-024487 filed on April 19, 2017, and incorporated by reference herein.
(4)	(a)	Flexible Premium Variable Life Insurance Policy (form ICC19 P19PHV) ; Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by reference herein.
		(1)	Specifications pages (form ICC19 S19PHV); Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by reference herein.
	(b)	Annual Renewable Term — Additional Insured (form ICC17 R17RTA); Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by reference herein.
		(1)	Specifications pages (form ICC17 S17RTA); Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by reference herein.
	(c)	Conversion Rider (form ICC13 R13CON); Filed as part of the Registration Statement on Form N-6 on February 7, 2014, File No. 333-153022, Accession Number 0001193125-14-040507.
	(d)	Overloan Protection 3 Rider (form ICC15 R15OLP); Filed as part of the Registration Statement on Form N-6 on February 24, 2015, File No. 333-202248, Accession Number 0001193125-15-059457.
		(1)	Specifications pages (form ICC15 R15OLP SP); Filed as part of the Registration Statement on Form N-6 on June 18, 2015, File No. 333-150092, Accession No. 0001193125-15-2268877.
	(e)	Short-term No-Lapse Guarantee Rider (form ICC12 R12SNL); Filed as part of the Registration Statement on Form N-6 on October 19, 2012, File No. 333-150092, Accession Number 0000950123-12-012563.
	(f)	Accelerated Death Benefit Rider for Terminal Illness (form ICC12-R12TIV) (Terminal Illness Rider); Filed as part of the Registration Statement on Form N-6 via EDGAR on May 29, 2012, File No. 333-172851, Accession Number 0001193125-12-250623.
	(g)	Accelerated Death Benefit Rider for Chronic Illness (form ICC12 R12CIC) (Premier Living Benefits Rider); Filed as part of the Registration Statement on Form N-6 on October 19, 2012, File No. 333-150092, Accession Number 00009501235-12-012563.
	(h)	Flexible Duration No-Lapse Guarantee Rider (form ICC17 R17FNL); Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by reference herein.
		(1)	Specifications pages (form ICC18 S18FNL); Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by reference herein.
	(i)	Accelerated Death Benefit Rider for Chronic and Terminal Illness (form ICC18 R18ADB) (Premier Living Benefits Rider 2); Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by

		reference herein.
		(1)	Specifications pages (form ICC18 S18ADB); Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by reference herein.
	(j)	Accelerated Death Benefit Rider for Long-Term Care (form ICC16 R16LTC) (Premier LTC Rider); Filed as part of the Registration Statement on Form N-6 on July 11, 2016, File No. 333-172851, Accession Number 0001193125-16-645258.
		(1)	Specifications pages (form ICC16 R16LTCV SP); Filed as part of the Registration Statement on Form N-6 on July 11, 2016, File No. 333-150092, Accession Number 0001193125-16-645261.
(5)		Application for Flexible Premium Variable Life Insurance Policy & General Questionnaire; Included in Registrant’s Form N-6, File No. 333-231308, Accession No. 0001104659-19-052198, filed on October 1, 2019, and incorporated by reference herein.
(6)	(a)	Bylaws of Pacific Life Insurance Company; Filed as part of Registration Statement on Form N-6 via EDGAR on September 10, 2004, File No. 333-118913, Accession Number 0000892569-04-000869.
	(b)	Articles of Incorporation of Pacific Life Insurance Company; Filed as part of Registration Statement on Form N-6 via EDGAR on September 10, 2004, File No. 333-118913, Accession Number 0000892569-04-000869.
	(c)	Restated Articles of Incorporation of Pacific Life Insurance Company; Filed as part of Post-Effective Amendment No. 5 to the Registration Statement on Form N-6 via EDGAR on December 6, 2005, File No. 333-118913, Accession Number 0000892569-05-001150.
	(d)	Bylaws of Pacific Life Insurance Company As Amended Effective September 1, 2005; Filed as part of Post-Effective Amendment No. 5 to the Registration Statement on Form N-6 via EDGAR on December 6, 2005, File No. 333-118913, Accession Number 0000892569-05-001150.
(7)	(a)	Reinsurance Agreement with RGA Reinsurance Company Effective December 1, 2008.
		(1)		Amendments 1 and 2 to Reinsurance Agreement.
		(2)		Amendment 3 to Reinsurance Agreement (portions of this amendment have been omitted).
		(3)		Amendments 4 through 17 to Reinsurance Agreement.
	(b)	Reinsurance Agreement with Swiss Re Life & Health America Inc. Effective December 1, 2008.
		(1)		Amendments 1 and 3 to Reinsurance Agreement.
		(2)		Amendment 4 to Reinsurance Agreement (portions of this amendment have been omitted).
		(3)		Amendments 5 through 17 to Reinsurance Agreement.
	(c)	Reinsurance Agreement with Munich American Reassurance Company Effective December 1, 2008.

		(1)		Amendments 1 through 16 to Reinsurance Agreement.
	(d)	Reinsurance Agreement with SCOR Global Life USA Reinsurance Company (formerly Generali USA Life Reassurance Company) Effective December 1, 2008.
		(1)		Amendments 1 and 2 to Reinsurance Agreement.
		(2)		Amendment 3 to Reinsurance Agreement (portions of this amendment have been omitted).
		(3)		Amendments 4 through 16 to Reinsurance Agreement.
(8)	(a)	Participation Agreement between Pacific Life Insurance Company and Pacific Select Fund; Filed as part of Registration Statement on Form N-6 via EDGAR on September 10, 2004, File No. 333-118913, Accession Number 0000892569-04- 000869.
	(b)	Participation Agreement with Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III; Filed as part of Post-Effective Amendment No. 2 to the Registration Statement on Form N- 6 via EDGAR on February 10, 2005, File No. 333-118913, Accession Number 0000892569-05-000054.
	(c)	Service Contract with Fidelity Distributors Corporation; Filed as part of Post-Effective Amendment No. 2 to the Registration Statement on Form N-6 via EDGAR on February 10, 2005, File No. 333-118913, Accession Number 0000892569-05-000054.
	(d)	Participation Agreement with Blackrock Variable Series Fund, Inc. (formerly called Merrill Lynch Variable Series Fund, Inc.); Filed as part of Post-Effective Amendment No. 34 to the Registration Statement on Form N-6 via EDGAR on April 19, 2005, File No. 033-21754, Accession Number 0000892569-05-000254.
		(1)	First Amendment to Participation Agreement; Filed as part of Registration Statement on Form N-4 via EDGAR on October 15, 2013, File No. 333-60833, Accession Number 0001193125-13-399328.
		(2)	Second Amendment to Participation Agreement; Filed as part of Registration Statement on Form N-4 via EDGAR on October 15, 2013, File No. 333-60833, Accession Number 0001193125-13-399328.
		(3)	Third Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-10-035855, filed on April 19, 2010, and incorporated by reference herein.
		(4)	Fourth Amendment to Participation Agreement; Filed as part of Registration Statement on Form N-4 via EDGAR on October 15, 2013, File No. 333-60833, Accession Number 0001193125-13-399328.
		(5)	Fifth Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed August 15, 2014, and incorporated by reference herein.
		(6)	Sixth Amendment to Participation Agreement; Filed as part of Registration Statement on Form N-6 on April 18, 2019, File No. 333-61135, Accession No. 0001104659-19-022304,

		and incorporated by reference herein.
(e)	Administrative Services Agreement with Blackrock Distributors, Inc. (formerly called FAM Distributors, Inc.); Filed as part of Post-Effective Amendment No. 2 to the Registration Statement on Form N-6 via EDGAR on February 10, 2005, File No. 333-118913, Accession Number 0000892569-05-000054.
	(1)	First Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-10-035855, filed on April 19, 2010, and incorporated by reference herein.
	(2)	Second Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed August 15, 2014, and incorporated by reference herein.
	(3)	Third Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed August 15, 2014, and incorporated by reference herein.
	(4)	Fourth Amendment to Administrative Services Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-132710 filed April 16, 2015, and incorporated by reference herein.
(f)	Participation Agreement with T. Rowe Price Equity Series, Inc.; Filed as part of Post-Effective Amendment No. 34 to the Registration Statement on Form N-6 via EDGAR on April 19, 2005, File No. 033-21754, Accession Number 0000892569-05-000254.
	(1)	First Amendment to Participation Agreement, Filed as part of the Registration Statement on Form N-6 via EDGAR on May 30, 2013, File No. 333-152224, Accession Number 0001193125-13-240969.
	(2)	Second Amendment to Participation Agreement ; Included in Registrant’s Form N-6, File No. 333-231308 Accession No. 0001104659-19-042834 filed on July 31, 2019, and incorporated by reference herein.
(g)	Administrative Services Agreement with T. Rowe Price Associates, Inc.; Filed as part of Post-Effective Amendment No. 34 to the Registration Statement on Form N-6 via EDGAR on April 19, 2005, File No. 033-21754, Accession Number 0000892569-05-000254.
	(1)	First Amendment to Administrative Services Agreement ; Included in Registrant’s Form N-6, File No. 333-231308 Accession No. 0001104659-19-042834 filed on July 31, 2019, and incorporated by reference herein.
(h)	Participation Agreement between Pacific Life, PSD, American Funds Insurance Series, American Funds Distributors and Capital Research and Management Company; Filed as part of Post-Effective Amendment No. 34 to the Registration Statement on Form N-6 via EDGAR on April 19, 2005, File No. 033-21754, Accession Number 0000892569-05-000254.
(i)	Participation Agreement with Legg Mason Partners III; Filed as part of Post-Effective Amendment No. 9 to the Registration Statement on Form N-6 via EDGAR on April 16, 2007, File No. 333-118913, Accession Number 000892569-07-000444.
	(1)	First Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-132710 filed April 16, 2015, and incorporated by

		reference herein.
	(2)	Second Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-132710 filed April 16, 2015, and incorporated by reference herein.
	(3)	Third Amendment to Participation Agreement; included in Registrant’s Form N-6, File No. 333-172851 Accession No. 0001104659-17-024487 filed on April 19, 2017, and incorporated by reference herein.
	(4)	Fourth Amendment to Participation Agreement; Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by reference herein.
(j)	Service Agreement with Legg Mason Investor Services, LLC; Filed as part of Post-Effective Amendment No. 9 to the Registration Statement on Form N-6 via EDGAR on April 16, 2007, File No. 333-118913, Accession Number 000892569-07-000444.
	(1)	First Amendment to Service Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-132710 filed April 16, 2015, and incorporated by reference herein.
	(2)	Second Amendment to Service Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-132710 filed April 16, 2015, and incorporated by reference herein.
	(3)	Third Amendment to Service Agreement; Included in Registration Statement on Form N-6, File No. 333-172851, Accession No. 0001193125-15-304332 filed on August 27, 2015 and incorporated by reference herein.
	(4)	Fourth Amendment to Service Agreement t; Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by reference herein.
(k)	Participation Agreement with MFS Variable Insurance Trust; Filed as part of Post-Effective Amendment No. 9 to the Registration Statement on Form N-6 via EDGAR on April 16, 2007, File No. 333-118913, Accession Number 000892569-07-000444.
	(1)	First Amendment to Participation Agreement; Filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 via EDGAR on May 27, 2011, File No. 333-172851, Accession Number 0000950123-11-054590.
	(2)	Second Amendment to Participation Agreement; Filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 via EDGAR on May 27, 2011, File No. 333-172851, Accession Number 0000950123-11-054590.
	(3)	Third Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-132710 filed April 16, 2015, and incorporated by reference herein.
(l)	(1)	Service Agreement with Massachusetts Financial Services Company; Filed as part of Post-Effective Amendment No. 9 to the Registration Statement on Form N-6 via EDGAR on April 16, 2007, File No. 333-118913, Accession Number 000892569-07-000444.

	(2)	Service Agreement with Massachusetts Financial Services Company; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-132710 filed April 16, 2015, and incorporated by reference herein.
	(3)	Service Agreement with Massachusetts Financial Services Company; included in Registrant’s Form N-6, File No. 333-172851 Accession No. 0001104659-17-024487 filed on April 19, 2017, and incorporated by reference herein.
(m)	Participation Agreement with Franklin Templeton Variable Insurance Products Trust; Filed as part of Post-Effective Amendment No. 11 to the Registration Statement on Form N-6 via EDGAR on April 26, 2010, File No. 333-150092, Accession Number 0000950123-10-038286.
	(1)	First Amendment to Participation Agreement; Filed as part of Post-Effective Amendment No. 11 to the Registration Statement on Form N-6 via EDGAR on April 26, 2010, File No. 333-150092, Accession Number 0000950123-10-038286.
	(2)	Addendum to Participation Agreement; Filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 via EDGAR on May 27, 2011, File No. 333-172851, Accession Number 0000950123-11-054590.
	(3)	Second Amendment to Participation Agreement; Filed as part of the Registration Statement on Form N-6 on April 14, 2014, File No. 333-150092, Accession Number 0001193125-14-142437.
	(4)	Third Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333- 160772, Accession No. 0001193125-14-310473 filed August 15, 2014, and incorporated by reference herein.
	(5)	Fourth Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-132710 filed April 16, 2015, and incorporated by reference herein.
(n)	Administrative Services Agreement with Franklin Templeton Services, LLC; Filed as part of Post-Effective Amendment No. 11 to the Registration Statement on Form N-6 via EDGAR on April 26, 2010, File No. 333-150092, Accession Number 0000950123-10-038286.
	(1)	First Amendment to Administrative Services Agreement; Filed as part of Post-Effective Amendment No. 11 to the Registration Statement on Form N-6 via EDGAR on April 26, 2010, File No. 333-150092, Accession Number 0000950123-10-038286.
	(2)	Second Amendment to Administrative Agreement; Included in Registrant’s Form N-4, File No. 033-88458, Accession No. 0001193125-12-502912 filed on December 14, 2012 and incorporated by reference herein.
	(3)	Third Amendment to Administrative Agreement; Included in Registrant’s Form N-4, File No. 033-88458, Accession No. 0001193125-12-502912 filed on December 14, 2012 and incorporated by reference herein.
	(4)	Fourth Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed August 15, 2014, and incorporated by reference herein.

	(5)	Fifth Amendment to Administrative Services Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-132710 filed April 16, 2015, and incorporated by reference herein.
	(6)	Sixth Amendment to Administrative Services Agreement ; Included in Registrant’s Form N-6, File No. 333-231308 Accession No. 0001104659-19-042834 filed on July 31, 2019, and incorporated by reference herein.
(o)	(1)	Form of Amendment to Fidelity Distributors Corporation Participation Agreement; Filed as Exhibit 8(y) as part of Post-Effective Amendment No. 11 to the Registration Statement on Form N-6 via EDGAR on September 28, 2007, File No. 333-118913, Accession Number 0000892569-07-001219.
	(2)	Form of Second Amendment to Fidelity Distributors Corporation Participation Agreement; Filed as part of the Registration Statement on Form N-6 via EDGAR on April 23, 2012, File No. 333-172851, Accession Number 0000950123-12-006365.
	(3)	Third Amendment to Fidelity Distributors Corporation Participation Agreement ; Included in Registrant’s Form N-6, File No. 333-231308 Accession No. 0001104659-19-042834 filed on July 31, 2019, and incorporated by reference herein.
(p)	Form of Amendment to Fidelity Investments Institutional Operations Company, Inc. Service Agreement; Filed as Exhibit 8(z) as part of Post-Effective Amendment No. 11 to the Registration Statement on Form N-6 via EDGAR on September 28, 2007, File No. 333-118913, Accession Number 0000892569-07-001219.
(q)	Form of Amendment to Fidelity Distributors Corporation Service Contract; Filed as Exhibit 8(aa) as part of Post-Effective Amendment No. 11 to the Registration Statement on Form N-6 via EDGAR on September 28, 2007, File No. 333-118913, Accession Number 0000892569-07-001219.
(r)	Lord Abbett Fund Participation Agreement; Filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 via EDGAR on May 27, 2011, File No. 333-172851, Accession Number 0000950123-11-054590.
(s)	Lord Abbett Series Fund, Inc. Service Agreement; Filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 via EDGAR on May 27, 2011, File No. 333-172851, Accession Number 0000950123-11-054590.
(t)	Lord Abbett Series Fund, Inc. Administrative Services Agreement; Filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 via EDGAR on May 27, 2011, File No. 333-172851, Accession Number 0000950123-11-054590.
(u)	Participation Agreement with PIMCO Variable Insurance Trust (Advisor Class); Filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 via EDGAR on May 27, 2011, File No. 333-172851, Accession Number 0000950123-11-054590.
	(1)	First Amendment to Participation Agreement; Filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 via EDGAR on May 27, 2011, File No. 333-172851, Accession Number 0000950123-11-054590.
	(2)	Second Amendment to Participation Agreement; Filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 via EDGAR on May 27, 2011, File No. 333-172851, Accession Number 0000950123-11-054590.

	(3)	Third Amendment to Participation Agreement ; Included in Registrant’s Form N-6, File No. 333-231308 Accession No. 0001104659-19-042834 filed on July 31, 2019, and incorporated by reference herein.
(v)	Services Agreement with PIMCO LLC (Advisor Class); Filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 via EDGAR on May 27, 2011, File No. 333-172851, Accession Number 0000950123-11-054590.
	(1)	First Amendment to Services Agreement; Included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0001193125-12-503027 filed on December 14, 2012, and incorporated by reference herein.
	(2)	Second Amendment to Services Agreement; Included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0001193125-14-147263 filed on April 17, 2014, and incorporated by reference herein.
	(3)	Third Amendment to Services Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001104659-18-025132 filed on April 19, 2018, and incorporated by reference herein.
	(4)	Fourth Amendment to Services Agreement ; Included in Registrant’s Form N-6, File No. 333-231308 Accession No. 0001104659-19-042834 filed on July 31, 2019, and incorporated by reference herein.
(w)	Selling Agreement with Allianz Global Investors Distributors LLC; Filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 via EDGAR on May 27, 2011, File No. 333-172851, Accession Number 0000950123-11-054590.
	(1)	First Amendment to Selling Agreement; included in Registrant’s Form N-6, File No. 333-172851 Accession No. 0001104659-17-024487 filed on April 19, 2017, and incorporated by reference herein.
(x)	Form of American Century Investment Services, Inc. Participation Agreement; Filed as part of the Registration Statement on Form N-6 via EDGAR on April 23, 2012, File No. 333-172851, Accession Number 0000950123-12- 006365.
	(1)	First Amendment to Participation Agreement; Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by reference herein.
(y)	Form of American Century Investment Services, Inc. Administrative Services Agreement; Filed as part of the Registration Statement on Form N-6 via EDGAR on April 23, 2012, File No. 333-172851, Accession Number 0000950123-12-006365.
	(1)	First Amendment to Administrative Services Agreement; Filed as part of the Registration Statement on Form N-4 on December 14, 2012, File No. 333-136597, Accession Number 0001193125-12-502964, and incorporated by reference herein.
	(2)	Second Amendment to Administrative Services Agreement t; Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by reference herein.
(z)	Form of AIM Variable Insurance Funds Participation Agreement; Filed as part of the Registration Statement on Form N-4 via EDGAR on December 4, 2008, File No. 333-136597, Accession Number

	0000892569-08-001559.
	(1)	First Amendment to Participation Agreement; Filed as part of the Registration Statement on Form N-6 via EDGAR on April 23, 2012, File No. 333-172851, Accession Number 0000950123-12-006365.
(aa)	Form of Invesco Aim Distributors, Inc. Distribution Services Agreement; Filed as part of the Registration Statement on Form N-4 via EDGAR on December 4, 2008, File No. 333-136597, Accession Number 0000892569-08-001559.
	(1)	First Amendment to Distribution Services Agreement; included in Registrant’s Form N-6, File No. 333-172851 Accession No. 0001104659-17-024487 filed on April 19, 2017, and incorporated by reference herein.
(bb)	Form of Invesco Aim Advisors, Inc. Administrative Services Agreement; Filed as part of the Registration Statement on Form N-4 via EDGAR on December 4, 2008, File No. 333-136597, Accession Number 0000892569-08-001559.
(cc)	Participation Agreement with Neuberger Berman; Filed as part of the Registration Statement on Form N-6 via EDGAR on April 15, 2013, File No. 333-172851, Accession Number 0000950123-13-002255.
	(1)	First Amendment to Participation Agreement; Included in Registration Statement on Form N-6, File No. 333-172851, Accession No. 0001193125-15-304332 filed on August 27, 2015 and incorporated by reference herein.
(dd)	Administrative Services Agreement with Neuberger Berman; Filed as part of the Registration Statement on Form N-6 via EDGAR on April 15, 2013, File No. 333-172851, Accession Number 0000950123-13-002255.
(ee)	Participation Agreement with Oppenheimer; Filed as part of the Registration Statement on Form N-6 via EDGAR on May 30, 2013, File No. 333-152224, Accession Number 0001193125-13-240969.
	(1)	First Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-132710 filed April 16, 2015, and incorporated by reference herein.
	(2)	Second Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-15-346508 filed October 19, 2015, and incorporated by reference herein.
	(3)	Third Amendment to Participation Agreement; included in Registrant’s Form N-6, File No. 333-172851 Accession No. 0001104659-17-024487 filed on April 19, 2017, and incorporated by reference herein.
(ff)	Revenue Sharing Agreement with Oppenheimer; Filed as part of the Registration Statement on Form N-6 via EDGAR on May 30, 2013, File No. 333-152224, Accession Number 0001193125-13-240969.
(gg)	Exhibit B to the Pacific Select Fund Participation Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed August 15, 2014, and incorporated by reference herein.
(hh)	Distribution and Marketing Support Agreement (Amended and Restated) with BlackRock Variable Series Fund, LLC; Included in Registrant’s Form N-6, File No. 333-172851, Accession No.

	0001193125-15-132710 filed April 16, 2015, and incorporated by reference herein.
(ii)	Distribution and Administrative Services Agreement (Amended and Restated) with Neuberger Berman; Included in Registration Statement on Form N-6, File No. 333-172851, Accession No. 0001193125-15-304332 filed on August 27, 2015 and incorporated by reference herein.
(jj)	Revenue Sharing Agreement with Oppenheimer (Amended and Restated); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-15-346508 filed October 19, 2015, and incorporated by reference herein.
(kk)	Fund Participation and Service Agreement with American Funds; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-13-399333 filed on October 15, 2013, and incorporated by reference herein.
	(1)	First Amendment to Fund Participation and Service Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-14-143850 filed on April 15, 2014, and incorporated by reference herein.
	(2)	Second Amendment to Fund Participation and Service Agreement.; included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-15-128820 filed on April 14, 2015 and incorporated by reference herein.
	(3)	Third Amendment to Fund Participation and Service Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-15-346508 filed October 19, 2015, and incorporated by reference herein.
	(4)	Fourth Amendment to Fund Participation and Service Agreement; Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by reference herein.
(ll)	Distribution Sub-Agreement with BlackRock Variable Series Funds, Inc.; Included in Registrant’s Form N-6, File No. 333-172851 Accession No. 0001104659-17-024487 filed on April 19, 2017, and incorporated by reference herein.
(mm)	Administrative Services Agreement with Invesco Advisers, Inc.; Included in Registrant’s Form N-6, File No. 333-172851 Accession No. 0001104659-17-024487 filed on April 19, 2017, and incorporated by reference herein.
(nn)	Financial Support Agreement with Invesco Distributors, Inc.; Included in Registrant’s Form N-6, File No. 333-172851 Accession No. 0001104659-17-024487 filed on April 19, 2017, and incorporated by reference herein.
(oo)	Distribution and/or Service (12b-1) Fee Agreement with Legg Mason Investor Services, LLC; Included in Registrant’s Form N-6, File No. 333-172851 Accession No. 0001104659-17-024487 filed on April 19, 2017, and incorporated by reference herein.
(pp)	Services Agreement with PIMCO (Administrative Class); Included as part of the Registration Statement on Form N-6, File No. 333-61135, filed on April 18, 2019, Accession No. 0001104659-19-022304, and incorporated by reference herein.
(qq)	Selling Agreement with PIMCO (Administrative Class); Included as part of the Registration Statement on Form N-6, File No. 333-61135, filed on April 18, 2019, Accession No. 0001104659-19-022304, and incorporated by reference herein.

	(rr)	Participation Agreement with DFA Investment Dimensions Group Inc.; Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by reference herein.
	(ss)	Business Agreement with American Funds ; Included in Registrant’s Form N-6, File No. 333-231308 Accession No. 0001104659-19-042834 filed on July 31, 2019, and incorporated by reference herein.
		(1)	First Amendment to Business Agreement ; Included in Registrant’s Form N-6, File No. 333-231308 Accession No. 0001104659-19-042834 filed on July 31, 2019, and incorporated by reference herein.
(9)	Inapplicable
(10)	Inapplicable
(11)	Opinion and consent of legal officer of Pacific Life as to legality of Policies being registered; Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by reference herein.
(12)	Inapplicable
(13)	Inapplicable
(14)	Consent of Independent Registered Public Accounting Firm ; Included in Registrant’s Form N-6, File No. 333-231308, Accession No. 0001104659-19-052198, filed on October 1, 2019, and incorporated by reference herein.
(15)	Inapplicable
(16)	Inapplicable
(17)	Memorandum describing Pacific Life Insurance Company’s issuance, transfer and redemption procedures for the Policies pursuant to Rule 6e-3(T)(b)(12)(iii); Filed as part of the Registration Statement on Form N-6 via EDGAR on May 9, 2019, File No. 333-231308, Accession Number 0001104659-19-028107, and incorporated by reference herein.
(18)	Power of Attorney; Included in Registrant’s Form N-6, File No. 333-231308, Accession No. 0001104659-19-052198, filed on October 1, 2019, and incorporated by reference herein.

Item 27. Directors and Officers of Pacific Life

Name and Address	Positions and Offices with Pacific Life
James T. Morris	Director, Chairman, President and Chief Executive Officer
Adrian S. Griggs	Director, Executive Vice President and Chief Operating Officer
Darryl D. Button	Director, Executive Vice President and Chief Financial Officer
Sharon A. Cheever	Director, Senior Vice President and General Counsel
Dawn M. Trautman	Executive Vice President
Edward R. Byrd	Senior Vice President and Chief Accounting Officer
Jane M. Guon	Vice President and Secretary
Joseph W. Krum	Vice President and Treasurer

The address for each of the persons listed above is as follows:

700 Newport Center Drive

Newport Beach, California 92660

Item 28. Persons Controlled by or Under Common Control with Pacific Life or Pacific Select Exec Separate Account

The following is an explanation of the organization chart of Pacific Life’s subsidiaries:

Pacific Life is a Nebraska Stock Life Insurance Company wholly-owned by Pacific LifeCorp (a Delaware Stock Holding Company), which is, in turn, 100% owned by Pacific Mutual Holding Company (a Nebraska Mutual Insurance Holding Company).

PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES LEGAL STRUCTURE

	Jurisdiction of Incorporation or Organization	Percentage of Ownership by its Immediate Parent
Pacific Mutual Holding Company	Nebraska
Pacific LifeCorp	Delaware	100
Pacific Life Insurance Company	Nebraska	100
Pacific Life & Annuity Company	Arizona	100
Pacific Life Purchasing LLC	Delaware	100
Pacific Select Distributors, LLC	Delaware	100
Pacific Asset Holding LLC	Delaware	100
Pacific TriGuard Partners LLC	Delaware	100
Grayhawk Golf Holdings, LLC	Delaware	95
Grayhawk Golf L.L.C.	Arizona	100
Las Vegas Golf I, LLC	Delaware	100
Angel Park Golf, LLC	Nevada	100
PL/KBS Fund Member, LLC	Delaware	100
Wildflower Member, LLC	Delaware	100
Epoch-Wildflower, LLC	Florida	99
PL Regatta Member, LLC	Delaware	100
Regatta Apartments Investors, LLC	Delaware	90
PL Vintage Park Member, LLC	Delaware	100
Vintage Park Apartments GP, LLC	Delaware	90
PL Broadstone Avena Member, LLC	Delaware	100
Broadstone Avena Investors, LLC	Delaware	90
GW Member LLC	Delaware	100
GW Apartments LLC	Delaware	90
PL Sierra Member, LLC	Delaware	100
Sierra at Fall Creek Apartments Investors, LLC	Delaware	90
PL TOR Member LLC	Delaware	100
2803 Riverside Apartment Investors, LLC	Delaware	90
PL Denver Member, LLC	Delaware	100
1776 Curtis, LLC	Delaware	70
PL Timberlake Member, LLC	Delaware	100
80 South Gibson Road Apartment Investors, LLC	Delaware	90
PL Van Buren Member, LLC	Delaware	100
1035 Van Buren Holdings, L.L.C.	Delaware	43
PL Lakemont Member, LLC	Delaware	100
Overlook at Lakemont Venture LLC	Delaware	88
PL Teravista Member, LLC	Delaware	100
401 Teravista Apartment Investors, LLC	Delaware	90
700 Main Street LLC	Delaware	100
PL Brier Creek Member, LLC	Delaware	100
Brier Creek Investors JV LLC	Delaware	90
PL One Jefferson Member, LLC	Delaware	100
One Jefferson Venture LLC	Delaware	90
PL Savannah Member, LLC	Delaware	100
Savannah at Park Place Apartments LLC	Delaware	90

PL Redland Member, LLC	Delaware	100
Redland Road Apartment Investors, LLC	Delaware	90
PL Spectrum Member, LLC	Delaware	100
9242 West Russell Road Apartment Investors, LLC	Delaware	90
PL Mortgage Fund, LLC	Delaware	100
PL Andate Member, LLC	Delaware	100
Andante Venture LLC	Delaware	90
PL Beardslee Member, LLC	Delaware	100
Village at Beardslee Investor, LLC	Delaware	90
PL Monterone Member, LLC	Delaware	100
Monterone Apartment Investor, LLC	Delaware	90
PL Reno Member, LLC	Delaware	100
NPLC BV Manager LLC	Delaware	81
PL Wabash Member, LLC	Delaware	100
THC 1333 S. Wabash LLC	Delaware	90
PL Alara Member, LLC	Delaware	100
Greenwood Village Apartment Investors, LLC	Delaware	90
PL Kierland Member, LLC	Delaware	100
T&L Apartment Investor, LLC	Delaware	90
PL Wardman Member, LLC	Delaware	100
Wardman Hotel Owner, L.L.C.	Delaware	66.6668
PL Peoria Member, LLC	Delaware	100
205 Peoria Street Owner, LLC	Delaware	90
PL Elk Meadows Member, LLC	Delaware	100
Elk Meadows JV LLC	Delaware	60
PL Stonebriar Member, LLC	Delaware	100
Stonebriar Apartment Investor, LLC	Delaware	90
PL Deer Run Member, LLC	Delaware	100
Deer Run JV LLC	Delaware	60
PL Tessera Member, LLC	Delaware	100
Tessera Venture LLC	Delaware	90
PL Vantage Member, LLC	Delaware	100
Vantage Post Oak Apartments, LLC	Delaware	90
PL Fairfax Gateway Member, LLC	Delaware	100
Fairfield Fairfax Gateway LLC	Delaware	90
PL 922 Washington Owner, LLC	Delaware	100
PL Hana Place Member, LLC	Delaware	100
Hana Place JV LLC	Delaware	60
PL LasCo Owner, LLC	Delaware	100
PL Wilshire Member, LLC	Delaware	100
Wilshire Apartment Investors, LLC	Delaware	90
PL Cedarwest Member, LLC	Delaware	100
Cedarwest JV LLC	Delaware	60
PL Tupelo Member, LLC	Delaware	100
Tupelo Alley Apartment Investors, LLC	Delaware	90
PL Aster Member, LLC	Dealware	100
Alston Manor Investors JV LLC	Delaware	90
PL Anthology Member, LLC #	Dealware	100
Confederation Life Insurance and Annuity Company	Georgia	100
Pacific Global Asset Management LLC (Formerly known as Pacific Asset Advisors LLC)	Delaware	100
Cadence Capital Management LLC	Delaware	100
Cadence Global Equity GP LLC#	Delaware	100
Pacific Asset Management LLC	Delaware	100
Pacific Global Advisors LLC	Delaware	100
Pacific Private Fund Advisors LLC	Delaware	100
Pacific Absolute Return Strategies GP LLC #	Delaware	100
Pacific Co-Invest Credit I GP LLC #	Delaware	100
Pacific Co-Invest Opportunities I GP LLC #	Delaware	100
Pacific Multi-Strategy GP LLC #	Delaware	100
Pacific Private Credit II GP LLC #	Delaware	100
Pacific Private Credit III GP LLC #	Delaware	100

Pacific Private Credit IV GP LLC #	Delaware	100
Pacific Private Equity I GP LLC #	Delaware	100
Pacific Private Equity Opportunities II GP LLC #	Delaware	100
Pacific Private Equity Opportunities III GP LLC #	Delaware	100
Pacific Private Feeder III GP, LLC #	Delaware	100
Pacific Private Equity Opportunities IV GP LLC #	Delaware	100
Pacific Life Fund Advisors LLC	Delaware	100
PAM Bank Loan GP LLC #	Delaware	100
PAM CLO Opportunities GP LLC #	Delaware	100
Pacific Life Trade Receivable GP LLC # (Formerly known as PAM Trade Receivable GP LLC)	Delaware	100
Pacific Alliance Reinsurance Company of Vermont	Vermont	100
Pacific Services Canada Limited	Canada	100
Pacific Life Reinsurance Company II Limited	Barbados	100
Pacific Baleine Reinsurance Company	Vermont	100
Pacific Private Equity Incentive Allocation LLC	Delaware	100
Swell Investing Holding LLC	Delaware	100
Swell Investing LLC	Delaware	100
Pacific Life Aviation Holdings LLC	Delaware	100
Aviation Capital Group Holdings, Inc. (Pacific Life Aviation Holdings LLC holds 99.9999% ownership interest of this entity.)	Delaware	99.9999
Aviation Capital Group LLC (Pacific Life Aviation Holdings LLC holds 74.5536% ownership interest of this entity.)	Delaware	74.5536
Aviation Capital Group LLC (Aviation Capital Group Holdings, Inc. is the Managing Member of this entity and holds 0.9437% ownership interest as such.)	Delaware	0.9437
ACG Acquisition 4063 LLC	Delaware	100
ACG Acquisition 4084 LLC	Delaware	100
ACG Aircraft Leasing Ireland Limited	Ireland	100
ACG International Ltd.	Bermuda	100
ACG Acquisition Ireland V Ltd.	Ireland	100
ACG Acquisition 4658 LLC	Delaware	100
ACG Acquisition 4913 LLC	Delaware	100
ACG Acquisition 4941 LLC	Delaware	100
ACG Acquisition 4942 LLC	Delaware	100
ACG Acquisition 4891 LLC	Delaware	100
ACG Acquisition 5038 LLC	Delaware	100
ACG Acquisition 5063 LLC	Delaware	100
ACG Acquisition 5136 LLC	Delaware	100
ACG Acquisition 38105 LLC	Delaware	100
ACG Acquisition 6584 LLC	Delaware	100
ACG Acquisition 5096 LLC	Delaware	100
ACG Acquisition 5193 LLC	Delaware	100
ACG Acquisition 5278 LLC	Delaware	100
ACG Acquisition 5299 LLC	Delaware	100
ACG Acquisition 6342 LLC	Delaware	100
ACG Acquisition 6734 LLC	Delaware	100
ACG Acquisition 38038 LLC	Delaware	100
ACG Acquisition 39388 LLC	Delaware	100
ACG Acquisition 39389 LLC	Delaware	100
ACG Acquisition 39891 LLC	Delaware	100
ACG Acquisition 40547 LLC	Delaware	100
ACG ECA Ireland Limited	Ireland	100
ACG Bermuda Leasing Limited	Bermuda	100
ACG Acquisition BR 2012-10A LLC	Delaware	100
ACG Acquisition BR 2012-10B LLC	Delaware	100
ACG Acquisition BR 2012-11 LLC	Delaware	100
ACG Acquisition 2688 LLC	Delaware	100
ACG Acquisition 30744 LLC (Aviation Capital Group LLC is the beneficiary of the owner Trust and is the indirect owner of this entity.)	Delaware	100

ACG Acquisition 38881 LLC	Delaware	100
ACG Acquisition 5527 LLC	Delaware	100
ACG Acquisition 5716 LLC	Delaware	100
ACG Acquisition 40544 LLC	Delaware	100
ACG Acquisition 299496 LLC	Delaware	100
ACG Acquisition 5754 LLC	Delaware	100
ACG Acquisition 5841 LLC	Delaware	100
ACG Acquisition 10064586 LLC	Delaware	100
ACG Acquisition 10064587 LLC	Delaware	100
ACG Acquisition 10064589	Delaware	100
San Miguel Leasing Cayman Limited	Cayman Islands	100
ACG Acquisitions Sweden AB	Sweden	100
ACG Acquisition 6457 LLC	Delaware	100
ACG Acquisition 6498 LLC	Delaware	100
ACG Trust II Holding LLC	Delaware	100
Aviation Capital Group Trust II	Delaware	100
ACG Acquisition XXV LLC	Delaware	100
ACG Acquisition Ireland II Limited	Ireland	100
ACG III Holding LLC	Delaware	100
ACG Trust III	Delaware	100
RAIN IV LLC	Delaware	100
RAIN VI LLC	Delaware	100
RAIN VII LLC	Delaware	100
RAIN VIII LLC	Delaware	100
ACG Acquisition 1176 LLC	Delaware	100
Rainier Aircraft Leasing (Ireland) Limited	Ireland	100
ACG Acquisition (Bermuda) III Ltd.	Bermuda	100
ACG 2006-ECA LLC	Delaware	100
ACG ECA-2006 Ireland Limited	Ireland	100
Aviation Capital Group Singapore Pte. Ltd.	Singapore	100
ACG Acquisition 2004-1 Ireland Limited	Ireland	100
ACG 2004-1 Bermuda Limited	Bermuda	100
ACG Capital Partners Ireland Limited	Ireland	100
ACG Capital Partners Singapore Pte. Ltd.	Singapore	100
ACGCPS 2011 Pte. Ltd.	Singapore	100
ACG Capital Partners LLC	Delaware	100
ACG France 6280 S.A.S.	France	100
ACG France 7392 S.A.S.	France	100
ACG France 7421 S.A.S.	France	100
ACG France 8082 S.A.S.	France	100
ACG France 8354 S.A.S.	France	100
ACG France 35722 S.A.S.	France	100
ACG France 35723 S.A.S.	France	100
ACG Trust 2009-1 Holding LLC	Delaware	100
ACG Funding Trust 2009-1	Delaware	100
ACG Acquisition 29677 LLC	Delaware	100
Bellevue Coastal Leasing LLC	Washington	100
Pacific Life & Annuity Services, Inc.	Colorado	100
Bella Sera Holdings, LLC	Delaware	100
Pacific Life Re Holdings LLC	Delaware	100
Pacific Life Re (Australia) Pty Limited	Australia	100
Pacific Life Re Bermuda Holdings Limited	Bermuda	100
Pacific Life Re Bermuda Limited	Bermuda	100
Pacific Life Re Holdings Limited	England	100
Pacific Life Re Services Limited	England	100
Pacific Life Re Limited	England	100
UnderwriteMe Limited	England	100
UnderwriteMe Technology Solutions Limited	England	100
UnderwriteMe Australia Pty Limited	Australia	100
Pacific Life Reinsurance (Barbados) Ltd.	Barbados	100
Pacific Annuity Reinsurance Company	Arizona	100

# = Abbreviated structure

Item 29. Indemnification

(a) The Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company (collectively referred to as “Pacific Life”) and Pacific Select Distributors, LLC (PSD) provides substantially as follows:

Pacific Life shall indemnify and hold harmless PSD and PSD’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates for all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages, and liabilities incurred as the direct or indirect result of: (i) negligent, dishonest, fraudulent, unlawful, or criminal acts, statements, or omissions by Pacific Life or its employees, agents, officers, or directors; (ii) Pacific Life’s breach of this Agreement; (iii) Pacific Life’s failure to comply with any statute, rule, or regulation; (iv) a claim or dispute between Pacific Life and a Broker/Dealer (including its Representatives) and/or a Contract owner. Pacific Life shall not be required to indemnify or hold harmless PSD for expenses, losses, claims, damages, or liabilities that result from PSD’s misfeasance, bad faith, negligence, willful misconduct or wrongful act.

PSD shall indemnify and hold harmless Pacific Life and Pacific Life’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates for all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages and liabilities incurred as the direct or indirect result of: (i) PSD’s breach of this Agreement; and/or (ii) PSD’s failure to comply with any statute, rule, or regulation. PSD shall not be required to indemnify or hold harmless Pacific Life for expenses, losses, claims, damages, or liabilities that have resulted from Pacific Life’s willful misfeasance, bad faith, negligence, willful misconduct or wrongful act.

(b) The Form of Selling Agreement between Pacific Life, Pacific Select Distributors, LLC (PSD) and Various Broker-Dealers provides substantially as follows:

Pacific Life and PSD agree to indemnify and hold harmless Selling Broker-Dealer and General Agent, their officers, directors, agents and employees, against any and all losses, claims, damages or liabilities to which they may become subject under the 1933 Act, the 1934 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in the registration statement for the Contracts or for the shares of Pacific Select Fund (the “Fund”) filed pursuant to the 1933 Act, or any prospectus included as a part thereof, as from time to time amended and supplemented, or in any advertisement or sales literature approved in writing by Pacific Life and PSD pursuant to Section IV.E. of this Agreement.

Selling Broker-Dealer and General Agent agree to indemnify and hold harmless Pacific Life, the Fund and PSD, their officers, directors, agents and employees, against any and all losses, claims, damages or liabilities to which they may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (a) any oral or written misrepresentation by Selling Broker- Dealer or General Agent or their officers, directors, employees or agents unless such misrepresentation is contained in the registration statement for the Contracts or Fund shares, any prospectus included as a part thereof, as from time to time amended and supplemented, or any advertisement or sales literature approved in writing by Pacific Life and PSD pursuant to Section IV.E. of this Agreement, (b) the failure of Selling Broker-Dealer or General Agent or their officers, directors, employees or agents to comply with any applicable provisions of this Agreement or (c) claims by Sub-agents or employees of General Agent or Selling Broker- Dealer for payments of compensation or remuneration of any type. Selling Broker-Dealer and General Agent will reimburse Pacific Life or PSD or any director, officer, agent or employee of either entity for any legal or other expenses reasonably incurred by Pacific Life, PSD, or such officer, director, agent or employee in connection with investigating or defending any such loss, claims, damages, liability or action. This indemnity agreement will be in addition to any liability which Broker-Dealer may otherwise have.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (“Act”) may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of

expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 30. Principal Underwriters

(a)PSD also acts as principal underwriter for Pacific Life Insurance Company, on its own behalf and on behalf of its Separate Account I, Separate Account A, Separate Account B, Pacific Select Variable Annuity Separate Account, Pacific Corinthian Variable Separate Account, Pacific Select Exec Separate Account, Pacific COLI Separate Account, Pacific COLI Separate Account II, Pacific COLI Separate Account III, Pacific COLI Separate Account IV, Pacific COLI Separate Account V, Pacific COLI Separate Account VI, Pacific COLI Separate Account X, Pacific COLI Separate Account XI, Pacific Select Separate Account, and Pacific Life & Annuity Company, on its own behalf and on behalf of its Separate Account A, Pacific Select Exec Separate Account, and Separate Account I.

(b)For information regarding PSD, reference is made to Form B-D, SEC File No. 8-15264, which is herein incorporated by reference.

(c)PSD retains no compensation or net discounts or commissions from the Registrant.

Item 31. Location of Accounts and Records

The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules under that section will be maintained by Pacific Life at 700 Newport Center Drive, Newport Beach, California 92660.

Item 32. Management Services

Not applicable

Item 33. Fee Representation

REPRESENTATION PURSUANT TO SECTION 26(f) OF THE INVESTMENT COMPANY ACT OF 1940: Pacific Life Insurance Company and Registrant represent that the fees and charges to be deducted under the Variable Life Insurance Policy described in the prospectus contained in this registration statement are, in the aggregate, reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed in connection with the Contract.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form N-6 to be signed on its behalf by the undersigned, duly authorized, in the City of Newport Beach, and State of California on the day of December 13, 2019.

PACIFIC SELECT EXEC SEPARATE ACCOUNT
(Registrant)
By:	PACIFIC LIFE INSURANCE COMPANY
By:
	James T. Morris*
	Director, Chairman, Chief Executive Officer and President
By:	PACIFIC LIFE INSURANCE COMPANY
	(Depositor)
By:
	James T. Morris*
	Director, Chairman, Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature		Title	Date
		Director, Chairman, Chief Executive Officer and President	December 13, 2019
James T. Morris*
		Director, Executive Vice President and Chief Operating Officer	December 13, 2019
Adrian S. Griggs*
		Director, Executive Vice President and Chief Financial Officer	December 13, 2019
Darryl D. Button*
		Director, Senior Vice President and General Counsel	December 13, 2019
Sharon A. Cheever*
		Vice President and Secretary	December 13, 2019
Jane M. Guon*
		Executive Vice President	December 13, 2019
Dawn M. Trautman*
		Senior Vice President and Chief Accounting Officer	December 13, 2019
Edward R. Byrd*
		Vice President and Treasurer	December 13, 2019
Joseph W. Krum*
*By:	/s/ SHARON A. CHEEVER		December 13, 2019
	Sharon A. Cheever
	as attorney-in-fact

(Powers of Attorney are contained in Pre-Effective Amendment No. 2 of the Registration Statement filed on Form N-6 for Pacific Select Exec Separate Account, File No. 333-231308, Accession No. 0001104659-19-052198 filed on October 1, 2019, as Exhibit 18).

EX-99.(7)(A)

Exhibit 99.(7)(a)

CEDING COMPANY Treaty ID CGA22

REINSURER Reference:  11438-00-00

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereinafter called the AGREEMENT)

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereinafter called the CEDING COMPANY)

and

RGA REINSURANCE COMPANY

NAIC Number 93572

FEIN 431235868

Chesterfield, Missouri

(hereinafter called the REINSURER)

This AGREEMENT is Effective December 1, 2008

Table of Contents

Article Number	Article Description	Page Number
I	Automatic Coverage	4
II	Facultative Reinsurance	5
III	Premiums	6
IV	Administration	7
V	Reserves	9
VI	DAC Tax Regulations	10
VII	Errors and Omissions	11
VIII	Expense of Original Policy	12
IX	Changes in Retention and Recapture Privileges	13
X	Terminations and Reductions	14
XI	Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term, Reduced Paid-Up Insurance and Policy Split Options	15
XII	Liability	18
XIII	Claims	19
XIV	Arbitration	21
XV	Insolvency	22
XVI	Right to Inspect	24
XVII	Duration of AGREEMENT	25
XVIII	Increasing Net Amount at Risk Policies and Riders	26
XIX	Temporary Insurance Agreement	28
XX	Offset	29
XXI	Confidentiality	30
XXII	Parties to the AGREEMENT	31
XXIII	Anti-Money Laundering	32
XXIV	Representations and Warranties	33
XXV	Execution of AGREEMENT	34

	Exhibit
A	Limits of Retention
B	Basis of Reinsurance and Policy Plans Reinsured
C	Premiums
C-1	Rate Tables - Single Life
C-2	Rate Tables - Joint Life
C-3	Rate Tables - Magnastar
C-4	Joint Last Survivor Mortality Calculation
D	Limits
E	Statement Specifications
F	Sample Policy Exhibit
G	Temporary Insurance Agreement
H	International Risk Guidelines

Reinsurance required by the CEDING COMPANY will be assumed by the REINSURER as described in the terms of this AGREEMENT.

This reinsurance AGREEMENT constitutes the entire agreement between the parties with respect to the business being reinsured hereunder and there are no understandings between the parties other than as expressed in this AGREEMENT.

Any change or modification to this AGREEMENT is null and void unless made by amendment to this AGREEMENT and signed by both parties.

The Agreement will be binding upon the CEDING COMPANY and the REINSURER and their respective successors and assigns.  If any provision of this Agreement is determined to be invalid or unenforceable, such determination will not impair or affect the validity or the enforceability of the remaining provisions of this Agreement.

Article I

Automatic Coverage

A.Reinsurance hereunder will be ceded automatically by the CEDING COMPANY on an excess of retention basis as shown in Exhibits A, B and D, and will be reported to the REINSURER according to the terms in Exhibit E.

B.The CEDING COMPANY may cede and the REINSURER will automatically accept reinsurance, if all of the following conditions are met for each life:

1.The CEDING COMPANY has retained its maximum limit of retention as shown in Exhibit A.

2.The Policy Plans reinsured are shown in Exhibit B.

3.The total ultimate amount of reinsurance and the amount already reinsured on that life by the CEDING COMPANY does not exceed the Automatic Binding Limits as shown in Exhibit D.

4.The sum of the amount of insurance already in force and applied for on that life, in all companies, does not exceed the Jumbo Limits as shown in Exhibit D.

5.The CEDING COMPANY has not made facultative application on the current life to any reinsurer within the last five (5) years unless the reason for prior facultative submission was solely for capacity that may now be accommodated within the terms of this AGREEMENT, or unless the case was issued and reinsured standard or subsequently rerated to standard.

6.The risk is a permanent resident of the United States, Canada, Puerto Rico or Guam.  Please refer to Exhibit H for International risks.

7.The CEDING COMPANY applies the underwriting guidelines, practices and procedures for risk selection identified by the CEDING COMPANY in the questionnaire titled “Underwriting Guidelines, Practices and Procedures”.  The Reinsurer must consent in writing to any material changes to these underwriting guidelines, practices and procedures.

8.The application is not on the life of an individual who is a member of the National Football League (NFL), National Basketball Association (NBA), Major League Baseball (MLB) or National Hockey League (NHL).

9.The REINSURER acknowledges that foreign travel policy application questions may not be used if prohibited by law.

10.The REINSURER has been supplied with the underwriting guidelines, preferred class and senior assessment documents.  The CEDING COMPANY will promptly notify the REINSURER in advance of any proposed material changes to its underwriting guidelines, preferred class and senior assessment documents affecting business applicable to this AGREEMENT.

Article II

Facultative Reinsurance

A.The CEDING COMPANY will have the option to submit any case facultatively which it does not wish to cede automatically or which it may not cede automatically under the provisions of Article I.

B.The CEDING COMPANY will send copies of the original applications, all medical reports, inspection reports, attending physician’s statement and any additional information pertinent to the insurability of the risk.

C.The CEDING COMPANY will also notify the REINSURER of any underwriting information requested or received after the initial request for reinsurance is made.  For policies which contain automatic increase provisions, the CEDING COMPANY will inform the REINSURER of the highest risk amount for which reinsurance is being requested.

D.On a timely basis, the REINSURER will submit a written decision.  In no case will the REINSURER’s offer on facultative submissions be open after 120 days have elapsed from the date of the REINSURER’s offer to participate in the risk.  Acceptance of the offer and delivery of the policy according to the rules of the CEDING COMPANY must occur within 120 days of the final reinsurance offer.  Unless the REINSURER explicitly states in writing that the final offer is extended, the offer will be automatically withdrawn at the end of day 120.

E.The REINSURER will not be liable for proceeds paid under the CEDING COMPANY’s conditional receipt or temporary insurance agreement for risks submitted on a facultative basis except as provided in Article XIX.

F.The Policy Plans reinsured are shown in Exhibit B.

G.The CEDING COMPANY may cede Waiver of Premium only if reinsurance for the benefits is specifically requested in the facultative submission and an offer by the REINSURER is subsequently made and accepted by the CEDING COMPANY.

H.The reinsurance rates for facultative business will be the same as for automatic business.

Article III

Premiums

A.Plans of insurance listed in Exhibit B will be reinsured on the yearly renewable term basis with the REINSURER participating only in mortality risks (not cash values, loans, dividends or other features specific to permanent policies).  The mortality risk shall be the net amount at risk (“NAR”) on that portion of the policy which is reinsured with the REINSURER.

B.Premiums for Life Reinsurance and reinsurance of Supplemental Benefits will be based on the rates and allowances described in Exhibit C.

C.Premiums will be increased by any flat extra premium charged the insured on the face amount initially reinsured described in Exhibit C.

D.There will be no premium tax reimbursement.

E.The reinsurance rates shown in Exhibit C are guaranteed for one year and the REINSURER anticipates continuing to accept premiums on the basis of these rates indefinitely.  In subsequent years, the REINSURER reserves the right to increase such rates provided, however, that:

1.The reinsurance rates may not be increased above the statutory net valuation premium applicable to the reinsured policies after such increase,

2.The reinsurance rates may, at the REINSURER’s option, be increased to the extent required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY with respect to the reinsured policies.

If the REINSURER exercises its right to increase reinsurance rates under this AGREEMENT in an amount greater than that required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY for the reinsured policies, the CEDING COMPANY may recapture all of the reinsured policies in accordance with the provisions of Article IX, Change in Retention and Recapture Privileges.

F.Reinsurance premiums are due as long as reinsurance is in force.

Article IV

Administration

A.The CEDING COMPANY will administer the records for the reinsurance ceded to the REINSURER under this AGREEMENT.  The CEDING COMPANY will furnish monthly statements to the REINSURER which contain the following information:

1.A list of all premiums due for the current month, identifying each policy and explaining the reasons for each premium payment.

2.Premium subtotals adequate for the REINSURER to use for its premium accounting including first year, renewal year, automatic and facultative totals.

3.A list of new business, terminations and changes for the current month.  For new business and changes, the CEDING COMPANY must identify the reinsurance agreement and provide information adequate for the REINSURER to establish reserves, check retention limits and check premium calculations.

4.Totals for in force, new business, changes and each type of termination, as of the end of the month.  “Totals” refer to the number of policies reinsured and the net amount at risk reinsured.  For bordereau business see sample Policy Exhibit in Exhibit F.

In addition, the CEDING COMPANY must provide the REINSURER with an in force listing of reinsured business at least once a year.  This in force listing must contain information adequate for the REINSURER to audit its in force records.  See Exhibit E.

B.If the CEDING COMPANY chooses to report its reinsurance transactions via electronic media, the CEDING COMPANY shall consult with the REINSURER to determine the appropriate reporting format.  Should the CEDING COMPANY subsequently desire to make changes in the data format or the code structure, the CEDING COMPANY shall communicate such changes to the REINSURER prior to the use of such changes in reports to the REINSURER.

C.The monthly statements shall be furnished to the REINSURER within thirty days following the close of each month and will be accompanied by payment of any net amount due the REINSURER.  All premiums not paid within thirty (30) days of the due date, defined as each policy’s 12-month anniversary, will be in default.

D.Claims submitted for Waiver of Premium or Waiver of Charges will be reported and netted against monthly billings.

E.Premium for new business, terminations and changes are due at the end of the month in which the transaction occurs and cover the period from the transaction date to the end of the calendar quarter.  Continuing premium is due for a calendar quarter period at the end of the first month of the calendar quarter except for any policy having its anniversary within that calendar quarter.  Continuing premium for such policies is payable in two segments.  Premium from the beginning of the calendar quarter to the policy anniversary is due at the end of the first month of the calendar quarter.  Premium from the policy anniversary to the end of the calendar quarter is due at the end of the anniversary month.  The quarterly premium is based on the annual premium divided by 4.

F.The REINSURER reserves the right to charge interest at the Prime Rate plus 2% as stated in the Wall Street Journal on the 1st business day in January prior to the due date of the premium when:

1.Renewal premiums are not paid within sixty (60) days of the due date.

2.Premiums for new business are not paid within one hundred twenty (120) days of the date the policy is issued.

Article IV

Administration, continued

G.The REINSURER will have the right to terminate this AGREEMENT when premiums are in default by giving ninety (90) days written notice of termination to the CEDING COMPANY.  As of the close of the last day of this ninety (90) day notice period, the REINSURER’s liability for all risks reinsured under this AGREEMENT will terminate.  The first day of the ninety (90) day notice of termination, resulting from default as described in Section C of this Article, will be the day the notice is received in the mail by the CEDING COMPANY or if the mail is not used, the day it is delivered to the CEDING COMPANY.  If all premiums in default are received within the ninety (90) day time period, the AGREEMENT will remain in effect.

H.The CEDING COMPANY will not force termination under the provisions of this Article solely to avoid the provisions regarding recapture in Article IX, nor to transfer the reinsured policies to another Reinsurer.

I.All payments and reporting by both parties under this Agreement will be made in United States dollars.

Article V

Reserves

A.The CEDING COMPANY agrees to post on its books any deficiency reserves on the coverage reinsured under this AGREEMENT.

B.Credit for Reserves:  The parties intend that the CEDING COMPANY will receive statutory reserve credit in its state of domicile for reinsurance provided under this AGREEMENT.  The parties agree to use reasonable efforts to ensure that such reserve credit will remain available to the CEDING COMPANY.

Article VI

DAC Tax Regulations

The CEDING COMPANY and the REINSURER hereby agree to the following pursuant to Section 1.848-2(g)(8) of the Income Tax Regulations issued December 29, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended (“Code”).

1.The term “party” will refer to either the CEDING COMPANY or the REINSURER as appropriate.

2.The terms used in this Article are defined by reference to Treasury Regulation Section 1.848-2 in effect as of December 29, 1992.  The term “net consideration” will refer to net consideration as defined in Treasury Regulation Section 1.848-2(f).

3.The party with the net positive consideration for this AGREEMENT for each taxable year will capitalize specified policy acquisition expenses with respect to this AGREEMENT without regard to the general deductions limitation of Code Section 848(c)(1).

4.The CEDING COMPANY and the REINSURER agree to exchange information pertaining to the amount of net consideration under this AGREEMENT each year to ensure consistency.  The CEDING COMPANY and the REINSURER also agree to exchange information which may be otherwise required by the Internal Revenue Service.

5.The CEDING COMPANY will submit a schedule to the REINSURER by June 1 of each year of its calculation of the net consideration for the preceding calendar year.  This schedule of calculations will be accompanied by a statement signed by an officer of the CEDING COMPANY stating that the CEDING COMPANY will report such net consideration in its tax return for the preceding calendar year.

6.The REINSURER may contest such calculation by providing an alternative calculation to the CEDING COMPANY in writing.  If the REINSURER does not so notify the CEDING COMPANY, the REINSURER will report the net consideration as determined by the CEDING COMPANY in the REINSURER’s tax return for the previous calendar year.

7.If the REINSURER contests the CEDING COMPANY’s calculation of the net consideration, the parties will act in good faith to reach an agreement as to the correct amount.  If the CEDING COMPANY and the REINSURER reach agreement on an amount of net consideration, each party shall report such amount in their respective tax returns for the previous calendar year.  If the CEDING COMPANY and the REINSURER fail to reach agreement on an amount of net consideration, each party may choose to report their own determination of net consideration on their respective tax returns.

Article VII

Errors and Omissions

It is expressly understood and agreed that if failure to comply with any terms of this AGREEMENT is hereby shown to be unintentional or the result of misunderstanding, oversight or omission in the administration of reinsurance on the part of either the CEDING COMPANY or the REINSURER, both the CEDING COMPANY and the REINSURER shall be restored to the position they would have occupied had no such error or oversight occurred, subject always to the correction of the error or oversight.

This provision shall apply only to clerical errors relating to the administration of reinsurance covered by this AGREEMENT and not to the administration of the insurance provided by the CEDING COMPANY to its insured.  Any negligent or deliberate acts or omissions by the CEDING COMPANY or its agents regarding the insurance provided are the responsibility of the CEDING COMPANY and its liability insurer, if any, but not that of the REINSURER.  There is a mutual obligation of the CEDING COMPANY and REINSURER to ensure that all errors are identified and corrected in an equitable manner at the earliest possible date.

Article VIII

Expense of Original Policy

The CEDING COMPANY will bear the expense of all medical examinations, inspection fees and other charges incurred in connection with the original policy.

Article IX

Changes in Retention and Recapture Privileges

A.If, at any time, the CEDING COMPANY changes its existing retention limits, as shown in Exhibit A, written notice of the change will promptly be given to the REINSURER.

B.The CEDING COMPANY may apply the new limits of retention to existing reinsurance and reduce and recapture reinsurance in force in accordance with the following rules:

1.The CEDING COMPANY will notify the REINSURER of its intent to recapture at least ninety (90) days prior to any recaptures.

2.No recapture will be made unless reinsurance has been in force ten (10) years.

3.Recapture will become effective on the policy anniversary date following notification of the CEDING COMPANY’s intent to recapture.

4.No recapture will be made unless the CEDING COMPANY retained its maximum limit of retention for the plan, age and mortality rating at the time the policy was issued as shown in Exhibits A and D.  No recapture will be allowed in any class of fully reinsured business or in any classes of risks for which the CEDING COMPANY established special retention limits less than the CEDING COMPANY’s maximum retention limits for the plan, age and mortality rating at the time the policy was issued.

5.If any reinsurance is recaptured all reinsurance eligible for recapture under the provisions of this Article must be recaptured.

6.If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied to each company in proportion to the total outstanding reinsurance.

7.The CEDING COMPANY shall first recapture business that was ceded on an excess basis, then may recapture quota share business; however, the CEDING COMPANY must have retained its full retention at the time of issue on the quota share business.

C.If the REINSURER increases reinsurance rates in accordance with item E of Article III, Premiums, the CEDING COMPANY may reserve the right to recapture by giving 90 days’ prior notice.  Should the CEDING COMPANY decide to exercise this right, it may recapture all of the reinsured policies on which reinsurance rates have been increased, regardless of the reinsured policies’ duration in force. In the event of recapture under this provision, unearned premium, net of any outstanding balances, will be paid by the party with the positive balance, all determined as of the effective date of the recapture.

No recapture fee will be payable should this occur.

D.In the event of recapture, the REINSURER shall refund unearned premium (if any) to the CEDING COMPANY.  Any other amounts due and unpaid would also be paid on time.

E.After the effective date of recapture, the REINSURER will not be liable for any benefits on reinsured policies or portions of such reinsured policies eligible for recapture that the CEDING COMPANY has overlooked.

Article X

Terminations and Reductions

Terminations or reductions will take place in accordance with the following rules, in order of priority:

1.The CEDING COMPANY must keep its initial or recaptured retention on the policy.

2.Termination or reduction of a wholly reinsured policy will not affect other reinsurance in force.

3.A termination or reduction on a wholly retained case will cause an equal reduction in existing automatic reinsurance with the oldest policy being reduced first.

4.A termination or reduction will be made first to reinsurance of partially reinsured policies with the oldest policy being reduced first.

5.If the policies are reinsured with multiple reinsurers, the reinsurance will be reduced by the ratio of the amount of reinsurance in each company to the total outstanding reinsurance on the risk involved.

Article XI

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options

A.Policy Changes

“Policy changes” refers to the variety of actions that may be made to a policy after issue.  These actions include, but are not limited to, replacements, changes in plans or a change in the face amount of the policy.  If there is a change to the reinsurance on a reinsured policy, the CEDING COMPANY will inform the REINSURER in the subsequent Changes and Terminations Report specified in Exhibit E.

Except as provided in this Article, whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines do not require that full evidence of insurability be obtained, the reinsurance will remain in effect with the REINSURER, whether the change is made before or after any cancellation of this AGREEMENT for new business.  The duration will be measured from the effective date of the original reinsured policy.

Whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines require that full evidence of insurability be obtained, any increase or policy reissue that requires full evidence will be treated as new business and will be reinsured under the terms of the pool in place at the time for new business.

Policy changes to reinsured policies will be subject to the REINSURER’s prior written approval, if:

a)The new ultimate face amount of the policy would be in excess of the Automatic Binding Limits in effect at the time of the change, as set out in Exhibit D; or

b)The new ultimate face amount of the policy and the amount already in force on the same life exceeds the Jumbo Limits stated in Exhibit D; or

c)The policy was reinsured on a facultative basis; or

d)First year premium rates and allowances (if applicable) as specified in Exhibit C will apply to the amount underwritten for a non-contractual increase; or

e)Evidence of insurability is not obtained if required in the CEDING COMPANY’s underwriting guidelines.

B.Lapses

When a policy issued by the CEDING COMPANY lapses, the corresponding reinsurance on the reinsured policy will be terminated effective the same date.  Unless specified otherwise in this AGREEMENT, if a policy fully retained by the CEDING COMPANY lapses, the terms of Article X will apply.

If a policy issued by the CEDING COMPANY lapses and extended term insurance is elected under the terms of that policy, the corresponding reinsurance on the reinsured policy will continue on the same basis as the original reinsured policy until the expiry of the extended term period.

If a policy issued by the CEDING COMPANY lapses and reduced paid-up insurance is elected under the terms of that policy, the amount of the corresponding reinsurance on the reinsured policy will be reduced according to the terms of Article X.

If the CEDING COMPANY allows the policy to remain in force under its automatic premium loan regulations, the corresponding reinsurance on the reinsured policy will continue unchanged and in force as long as such regulations remain in effect, except as otherwise provided in this AGREEMENT.

Article XI

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options, continued

C.Reinstatements

Any policy originally reinsured in accordance with the terms and conditions of this AGREEMENT by the CEDING COMPANY may be automatically reinstated with the REINSURER as long as the policy is reinstated in accordance with the terms and rules of the CEDING COMPANY.  Any policy originally reinsured with the REINSURER on a facultative basis which has been in a lapsed status for more than ninety (90) days must be submitted with underwriting requirements and approved by the REINSURER before it is reinstated.  The CEDING COMPANY will pay the REINSURER its share of amounts collected or charged for the reinstatement of such policies.

D.Exchanges (Contractual and Non-Contractual)

Exchanges will be reinsured under this AGREEMENT only if the original policy was reinsured with the REINSURER; the amount of reinsurance under this AGREEMENT will not exceed the amount of the reinsurance on the original policy with the REINSURER immediately prior to the exchange.  Premiums will be determined as follows:

1If any business covered under this AGREEMENT is subsequently exchanged to any other plan reinsured by the REINSURER, then such business shall be reinsured at the rates as shown in the AGREEMENT covering the new plan.  Rates and allowances or pay percentages applicable to the new plan will be determined at point in scale based on the original policy that is being exchanged.  If the AGREEMENT including the new rates requires policy fees, then they shall also apply to the new plan.

2.If any business covered under this AGREEMENT is subsequently exchanged to a plan not reinsured by the REINSURER, then such business shall continue to be reinsured as if the exchange did not occur, provided that no new health evidence is obtained.

3.A policy resulting from an internal exchange or replacement will be underwritten by the CEDING COMPANY in accordance with its underwriting guidelines, standards and procedures for exchanges and replacements and issued in accordance with applicable state laws and regulations, including those regarding suicide exclusions and contestability periods.  If the CEDING COMPANY’s guidelines treat the policy as new business, then the reinsurance will also be considered new business.  For purposes of this Article, new business is defined as those policies on which the CEDING COMPANY has obtained complete and current underwriting evidence on the full amount.

E.Extended Term and Reduced Paid-Up Insurance

Changes as a result of extended term or reduced paid-up insurance will be handled like reductions.

F.Policy Split Option Riders

Split Option Rider (R94-PSO and R03-PSO):  This rider provides owners of a joint life policy the option to split the policy into single life policies.  The split requires underwriting approval and is subject to full evidence of insurability.  The split may be unequal, but the sum of the face amounts of the new policies may not exceed the total face amount of the original joint life policy.  The resulting single life policies will be treated like new business, ceded in accordance with and subject to the provisions for new business under this AGREEMENT. The CEDING COMPANY pays no reinsurance premium for the rider itself.  Regular new business reinsurance premium will apply to the split policy.

Enhanced Policy Split Option Rider (R94-EPSO, R96-EPSO and R03-ESO):  This rider provides owners of a JLS policy the option to split the policy into single life policies.  Evidence of insurability is not required, but the split may be exercised only within 90 days following a change in the Federal Estate Tax Law, as defined in the rider policy form.  The face amount of each new policy cannot exceed 50% of the original joint life policy.  Reinsurance for the new individual policies will be reinsured under this AGREEMENT with rates and allowances or pay percentages applicable to the new plans determined using  point in scale rates from the original policy issue date.

Article XI

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options, continued

NOTE:An original date policy Reissue will not be treated as a continuation of the original policy.  It will be treated as a new policy and the original policy will be treated as Not Taken.  All premiums previously paid to the REINSURER for the original policy will be refunded to the CEDING COMPANY.  All premiums will be due on the new policy from the original issue date of the old policy.

NOTE:Re-entry, e.g., wholesale replacement and similar programs are not covered under this Article.  If Re-entry is applicable to this treaty, then it will be covered under the Premiums Exhibit.

Article XII

Liability

A.This is an AGREEMENT solely between the REINSURER and the CEDING COMPANY.  In no instance will anyone other than the REINSURER or the CEDING COMPANY have any rights under this AGREEMENT, and the CEDING COMPANY will be and remain solely liable to any insured, policy owner, or beneficiary under any policy reinsured hereunder.

B.The liability for all automatic reinsurance as applicable to this AGREEMENT and accepted by the REINSURER under this AGREEMENT will commence simultaneously with that of the CEDING COMPANY.

C.The REINSURER will not be liable for proceeds paid under the CEDING COMPANY’s conditional receipt or temporary insurance agreement unless conditions for coverage under Article XIX, Temporary Insurance Agreement, of this AGREEMENT are met.

D.Liability for all reinsurance submitted facultatively during the lifetime of the insured to the REINSURER will commence when all of the following conditions have been met:

1.The REINSURER’S offer has been accepted and the CEDING COMPANY has properly documented its records to reflect this acceptance, and

2.The policy has been delivered and paid for in accordance with the CEDING COMPANY’s procedures, and

3.No more than one-hundred twenty (120) days have elapsed from the date of the REINSURER’S final offer unless the REINSURER explicitly states in writing that the final offer is extended for some further period of time.

E.The liability of the REINSURER for all reinsurance under this AGREEMENT will cease simultaneously with the liability of the CEDING COMPANY and will not exceed the CEDING COMPANY’s contractual liability under the terms of its policies.

Article XIII

Claims

A.Claims covered under this AGREEMENT are for the plans and any additional benefits specified in Exhibit B.

B.Prompt notice of a claim must be given to the REINSURER.  In every case of loss, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient.  Copies thereof, together with proof of the amount paid on such claim by the CEDING COMPANY will be furnished to the REINSURER when requesting its share of any claim for a policy with a net amount at risk of $500,000 or greater.  The CEDING COMPANY will not routinely forward copies of the proofs obtained for claims for policies with a net amount at risk less than $500,000.  The REINSURER may request, and the CEDING COMPANY will send, documents on any claim reinsured under this AGREEMENT.  The REINSURER shall pay its share of all payable claims eligible for coverage under this AGREEMENT.

C.The CEDING COMPANY will notify the REINSURER of its intention to contest, compromise, or litigate a claim as a result of a denial of a claim involving a policy reinsured under this AGREEMENT or as a result of rescission of a policy reinsured under this AGREEMENT.  Unless it declines to be a party to such action, the REINSURER will pay its share of any settlement up to the maximum that would have been payable under the specific policy had there been no controversy plus its share of specific expenses, except as specified below.

If the REINSURER declines to be a party to the contest, compromise, or litigation of a claim, it will pay its full share of the amount reinsured, as if there had been no contest, compromise, or litigation, and its proportionate share of covered expenses incurred to the date it notifies the CEDING COMPANY it declines to be a party.

In no event will the following categories of expenses or liabilities be reimbursed:

1.Routine investigative or administrative expenses;

2.Salaries of employees or other internal expenses of the CEDING COMPANY or the original issuing company;

3.Extra contractual damages, including punitive and exemplary damages;

4.Expenses incurred in connection with a dispute or contest arising out of conflicting or any other claims of entitlement to policy proceeds or benefits.

D.If the amount of insurance changes because of a misstatement of rate classification, the REINSURER’s share of reinsurance liability will change proportionately.  If the insured’s sex and/or birth date is misstated in the application, all policy benefits will be adjusted to be those that the premiums paid would have purchased using the correct sex and/or birth date.  Adjustments will be made to benefit amounts, expiration dates or other features of the policy.

E.For approved Waiver of Premium or Waiver of Cost benefit claims, the REINSURER will pay the CEDING COMPANY its portion of the amount of gross premiums waived by the CEDING COMPANY.

F.In the event the REINSURER does not receive notification of acceptance from the CEDING COMPANY during the offer period, prior to the death occurring, then the CEDING COMPANY will apply the tie breaker rule on facultative submissions as described below:

1.The risk will be ceded to the reinsurers with the best offers.

2.If reinsurers are tied with identical offers, the earlier offers will be ceded the risk.

G.If the CEDING COMPANY returns premium to the policy owner or beneficiary as a result of fraud or misrepresentation within the policy contestable period or suicide of the insured, the REINSURER will refund net reinsurance premiums received on that policy without interest to the CEDING COMPANY in lieu of any other form of reinsurance benefit payable under this AGREEMENT.

Article XIII

Claims, continued

H.Claims recovery is based on the net amount at risk as of the date of death plus interest, if applicable, in proportion to interest paid the beneficiary(s) calculated at a daily rate.  The applicable interest rate is determined by state law.

Article XIV

Arbitration

A.It is the intention of the REINSURER and the CEDING COMPANY that the customs and practices of the insurance and reinsurance industry will be given full effect in the operation and interpretation of this AGREEMENT.  The parties agree to act in all things with the highest good faith.  If the REINSURER or the CEDING COMPANY cannot mutually resolve a dispute which arises out of or relates to this AGREEMENT, however, the dispute will be decided through arbitration.  The arbitrators will base their decision on the terms and conditions of this AGREEMENT plus, as necessary, on the customs and practices of the insurance and reinsurance industry rather than solely on a strict interpretation of the applicable law; there will be no appeal from their decision, and any court having jurisdiction of the subject matter and the parties may reduce that decision to judgment.

B.To initiate arbitration, either the CEDING COMPANY or the REINSURER will notify the other party by Certified Mail of its desire to arbitrate, stating the nature of its dispute and the remedy sought.  The party to which the notice is sent will respond to the notification in writing within ten (10) days of its receipt.

C.There will be three arbitrators who will be current or former officers of life insurance or life reinsurance companies other than the contracting companies.  Each of the contracting companies will appoint one of the arbitrators and these two arbitrators will select the third.  If either party refuses or neglects to appoint an arbitrator within sixty (60) days, the American Arbitration Association will appoint an arbitrator for the party that has failed to do so.  The party that has failed to appoint an arbitrator will be responsible for all expenses levied by the American Arbitration Association for such an appointment.

Should the two arbitrators be unable to agree on the choice of the third arbitrator, then the American Arbitration Association will appoint the third arbitrator.  All expenses levied by the American Arbitration Association for such appointment shall be borne equally by each party to this AGREEMENT.

D.It is agreed that each of the three arbitrators should be impartial regarding the dispute and should resolve the dispute on the basis described in Section A of this Article.  Therefore, at no time will either the CEDING COMPANY or the REINSURER contact or otherwise communicate with any person who is to be or has been designated as a candidate to serve as an arbitrator concerning the dispute, except upon the basis of jointly drafted communications provided by both the CEDING COMPANY and the REINSURER to inform the arbitrators of the nature and facts of the dispute.  Likewise, any written or oral arguments provided to the arbitrators concerning the dispute will be coordinated with the other party and will be provided simultaneously to the other party or will take place in the presence of the other party.  Further, at no time will any arbitrator be informed that the arbitrator has been named or chosen by one party or the other.

E.The arbitration hearing will be held at a location to be agreed upon by the parties on the date fixed by the arbitrators.  In no event will this date be later than six (6) months after the appointment of the third arbitrator unless mutually agreed by the parties.  As soon as possible, the arbitrators will establish pre-arbitration procedures as warranted by the facts and issues of the particular case.  At least ten (10) days prior to the arbitration hearing, each party will provide the other party and the arbitrators with a detailed statement of the facts and arguments it will present at the arbitration hearing.  The arbitrators may consider any relevant evidence; they will give the evidence such weight as they deem it entitled to after consideration of any objections raised concerning it.  The party initiating the arbitration will have the burden of proving its case by a preponderance of the evidence.  Each party may examine any witnesses who testify at the arbitration hearing.

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

Article XV

Insolvency

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

1.Applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of its properties or assets; or

2.Is adjudicated as bankrupt or insolvent; or

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

4.Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the party’s domicile.

B.In the event of the insolvency of the CEDING COMPANY and the appointment of a conservator, liquidator, or statutory successor, the portion of any risk or obligation assumed by the REINSURER shall be payable to the conservator, liquidator, or statutory successor on the basis of claims allowed against the insolvent company by any court of competent jurisdiction or by any conservator, liquidator, or statutory successor of the company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims.  Payments by the REINSURER as set forth in this subdivision shall be made directly to the CEDING COMPANY or to its conservator, liquidator, or statutory successor.  The REINSURER will be liable only for benefits reinsured as benefits become due under the terms of the reinsured policies and will not be or become liable for any amounts or reserves to be held by the CEDING COMPANY as to the reinsured policies or for any damages owed by the CEDING COMPANY as a result of issuance of any of the policies.

C.In the event of insolvency of the CEDING COMPANY, the conservator, liquidator, or statutory successor will immediately give written notice to the REINSURER of all pending claims against the CEDING COMPANY on any policies reinsured.  While a claim is pending, the REINSURER may investigate and interpose, at its own expense, in the proceedings where the claim is adjudicated, any defense or defenses which it may deem available to the CEDING COMPANY or its conservator, liquidator or statutory successor.  The expense incurred by the REINSURER will be chargeable, subject to court approval, against the CEDING COMPANY as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the CEDING COMPANY solely as a result of the defense undertaken by the REINSURER.  Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the reinsurance AGREEMENT as though such expense had been incurred by the CEDING COMPANY.

D.In the event of the insolvency of the REINSURER, the CEDING COMPANY may cancel this AGREEMENT for new business by promptly providing the REINSURER or its Authorized Representative with written notice of cancellation, to be effective as of the date on which the REINSURER’s insolvency is established by the authority responsible for such determination.  Any requirement for a notification period prior to the cancellation of the AGREEMENT would not apply under such circumstances.

Article XV

Insolvency, continued

In addition, in the event of the insolvency of the REINSURER, the CEDING COMPANY may provide the REINSURER or its Authorized Representative with written notice of its intent to recapture all reinsurance in force under this AGREEMENT regardless of the duration the reinsurance has been in force or the amount retained by the CEDING COMPANY on the reinsured policies.  The effective date of a recapture due to insolvency will be at the election of the CEDING COMPANY but may not be earlier than the date on which the REINSURER’s insolvency is established by the authority responsible for such determination.  If the CEDING COMPANY elects to terminate reinsurance under this Article, unearned premiums, net of outstanding balances, will be paid by the party with the positive balance.

E.In the event of the insolvency of either party, the rights or remedies of this AGREEMENT will remain in full force and effect.

Article XVI

Right to Inspect

Either party, or their duly authorized representatives, will have the right to inspect the other party’s original papers, records, and all documents, whether written or electronic, relating to the business reinsured under this AGREEMENT including, but not limited to underwriting, claims, processing, and administration.  Such access will be provided during regular business hours at the office of the inspected party.  Assuming the inspecting party has continued to perform the undisputed portion of its obligations under this AGREEMENT, the inspected party may not withhold access to information and records on the grounds that the inspecting party is in breach.

The inspecting party’s right of access as specified above will survive until all of the inspecting party’s obligations under this AGREEMENT have terminated or been fully discharged.

Subject to the inspecting party’s written approval, the inspected party may share with a third party (or parties), results of the inspecting party’s underwriting, claims and administrative audits of the inspected party, except for those sections of the audit reports, or methodology employed that the inspecting party considers proprietary.

Article XVII

Duration of AGREEMENT

A.This AGREEMENT may be terminated as to new reinsurance at any time by either party giving ninety (90) days written notice of termination.  The day the notice is mailed to the other party’s Home Office, or, if the mail is not used, the day it is delivered to the other party’s Home Office or to an Officer of the other party will be the first day of the ninety (90) day period.

B.During the ninety (90) day period, this AGREEMENT will continue to operate in accordance with its terms.

C.The REINSURER and the CEDING COMPANY will remain liable after termination, in accordance with the terms and conditions of this AGREEMENT, with respect to all reinsurance effective prior to termination of this AGREEMENT.

Article XVIII

Increasing Net Amount at Risk Policies and Riders

I.Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this AGREEMENT, they will be handled as shown below.  The CEDING COMPANY will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D.  The CEDING COMPANY also underwrites at issue based on the highest amount.  The projected highest amount in all years will also be used to determine the CEDING COMPANY’s retention at issue and the percentage of future changes in NAR as they occur.  As long as the CEDING COMPANY follows the procedures as outlined, the REINSURER will assume its prorata share of all NAR changes as they occur.  In no case will the reinsured automatic portion exceed the automatic binding limits.  Automatic binding limits are applied by the CEDING COMPANY to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

1.VART is a rider with scheduled coverage amounts that can vary annually.  The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the highest VART amount in all years as the VART total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest VART amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for VART riders.  Premium paid the REINSURER for VART riders is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

1.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the total projected Option C death benefit.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The death benefit amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for coverages with Option C.  Premium paid the REINSURER for Option C coverages is calculated and paid on the current ceded NAR amount.  The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

4.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals.  The REINSURER’s ultimate potential liability will be no greater than the original projected liability as defined in item 1 above.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

1.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

2.The CEDING COMPANY will report the ultimate doubled face amount for all Option D coverages issued with the policy.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for policies with Option D.  Premium paid the REINSURER for policies with Option D is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

II.Business Reinsured on a Facultative Basis

A.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the CEDING COMPANY has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the REINSURER’s underwriters are aware of the highest projected death benefit amount.  The highest net amount at risk reinsured can never exceed the amount of the REINSURER’s offer.  Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

B.The CEDING COMPANY may ultimately retain up to double the normal retention or higher with appropriate internal approval.

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes.  The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The CEDING COMPANY and the REINSURER will share proportionately in face amount increases due to compliance with the requirements of Section 7702 of the Code.

Article XIX

Temporary Insurance Agreement

A.Subject to the terms, conditions, and limits of this AGREEMENT and provided the conditions set forth in Section B of this article are fulfilled, the REINSURER shall reimburse the CEDING COMPANY for Temporary Insurance Agreement (TIA) reinsurance.  TIA reinsurance is defined as reinsurance on a claim pursuant to a TIA, which either:

(1)The CEDING COMPANY’s total claim liability exceed the appropriate retention set forth in the Retention Schedule due to the existence of prior risk retained by the CEDING COMPANY on the life or

(2)An unconditional offer to reinsure has been made by the REINSURER in response to a facultative request for reinsurance where the CEDING COMPANY has proposed to keep less than its full retention as set forth in the Retention Schedule.  An unconditional offer to reinsure is a final offer made by the REINSURER with no conditions other than routine requirements such as time for delivery, certificate of health, etc.  In no event shall the REINSURER liability pursuant to this article exceed the REINSURER excess percentage share under this AGREEMENT unless the REINSURER has made an unconditional facultative offer for a larger amount.

B.The following conditions must be satisfied in order for reinsurance of a TIA to be effective:

(1)The CEDING COMPANY must become liable for a claim pursuant to a TIA issued on a form in conformity to the appropriate form of the Temporary Insurance Agreement Exhibit G of this AGREEMENT; and

(2)The TIA must be given in return for an application for a policy form included in the Policy Plans Reinsured Exhibit which would bear a policy date in the range covered by this AGREEMENT; and

(3)As of the date of the proposed insured’s death, either the policy has not been submitted facultatively, or, if submitted facultatively then the following conditions determine the REINSURER’S liability in the event of a valid TIA claim:

i)If, as of the proposed insured’s date of death, the CEDING COMPANY has not received any unconditional offer to reinsure, then the automatic reinsurers will reimburse the CEDING COMPANY for the TIA reinsurance according to their excess percentage shares under this AGREEMENT; or

ii)If, as of the proposed insured’s date of death, the CEDING COMPANY has received an unconditional offer or offers to reinsure that at least equal the TIA reinsurance, then the reinsurer(s) having made the unconditional offer(s) will reimburse the CEDING COMPANY for the TIA reinsurance.  For the purpose of the comparisons detailed below, a flat rating of $2.50 per thousand is equivalent to 1 table rating.  In the case of multiple offers received by the date of death, a lower offer takes precedence over a higher offer, and in the case of identical offers, an offer received on an earlier day takes precedence over an offer received on a later day; or

iii)If, as of the proposed insured’s date of death, the CEDING COMPANY has received an unconditional offer or offers to reinsure, with such offer(s) failing to at least equal the TIA reinsurance, then the reinsurer(s) having made the unconditional offer(s) will reimburse the CEDING COMPANY for the offered amount(s), with the excess to be shared among the remaining automatic reinsurers, and each automatic reinsurer’s share equal to A divided by B below (“A/B”), where

A = the automatic reinsurer’s excess percentage share under this AGREEMENT, and

B = the sum of each remaining automatic reinsurer’s shares under this AGREEMENT.

iv)Nothing in the foregoing shall preclude the CEDING COMPANY from reinsurance reimbursement for a valid TIA claim, up to the full TIA claim amount, for an amount unconditionally offered by the REINSURER in response to a facultative request by the CEDING COMPANY proposing to retain less than its limit of retention.  If the CEDING COMPANY has proposed a specific retention in its facultative request for reinsurance, that shall be its retention.  If the CEDING COMPANY has not specified a retention in the facultative request, then its retention shall be 25% of the risk unless it has documented in its underwriting file that its initial evaluation of the risk is higher than table 6, in which case it shall have no retention.

Article XX

Offset

Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or the CEDING COMPANY with respect to this AGREEMENT are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid provided the party that seeks to avail itself of this right of offset is not in breach of any provision of this AGREEMENT.

The right of offset will not be affected or diminished due to the insolvency of either party, subject to any limitation imposed by any applicable state law or regulation of the CEDING COMPANY’s state of domicile.

Article XXI

Confidentiality

The parties acknowledge that as a result of this AGREEMENT, each party may have access to and receive from the other party (1) non-public personally identifiable financial and/or health information (“NPI”), as defined in federal and state law, regarding consumers, customers, former customers and/or their beneficiaries and (2) information assets, trade secrets, and product, business and employee information (“Company Information”).  The parties agree to maintain the confidentiality of such NPI and Company Information and shall not use, disclose, furnish or make accessible such NPI or Company Information to anyone other than authorized employees and agents of that party as necessary to carry out the party’s obligations under this AGREEMENT.  Each party further agrees to establish and maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the NPI and Company Information.  At the request of the party that owns the NPI or Company Information, or in the absence of such request, upon termination of this AGREEMENT, the other party shall promptly return all NPI and Company Information which has been provided to it, or dispose of such NPI or Company Information in a manner agreed upon by the parties.  Notwithstanding the preceding, the other party shall be permitted to retain a copy of any NPI or Company Information for documentation or archival purposes or to comply with federal or state laws or regulations provided any such copies shall remain subject to the terms of this Article XXI regardless of the termination of this AGREEMENT until destroyed in accordance with the normal record keeping policies of the party.  Each party has the right to verify the other party’s compliance with the Confidentiality Clause by audit or inspection.  This provision does not prohibit the sharing of information with Retrocessionaires or other parties engaged to provide such services, provided that such Retrocessionaires and parties shall have agreed to maintain the confidentiality of such information.

Article XXII

Parties to the AGREEMENT

This is an agreement solely between the REINSURER and the CEDING COMPANY.  In no instance will anyone other than the REINSURER or the CEDING COMPANY have any rights under this AGREEMENT, and the CEDING COMPANY is and will remain solely liable to any insured, policyowner, or beneficiary under the original policies reinsured hereunder.

Article XXIII

Anti-Money Laundering

The CEDING COMPANY has established and will maintain policies and procedures to comply with applicable laws and regulations relating to anti-money laundering and anti-terrorism financing activities including, without limitation, the U.S.A. Patriot Act, the lists promulgated or maintained by the United States Department of Treasury naming specially designated nationals or blocked persons, and any other law, regulations, executive orders or similar actions that impose sanctions or prohibit or restrict transactions or relations with designated persons, entities, organizations or governments.

Article XXIV

Representations and Warranties

Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed.  Each party will promptly notify the other if it is subsequently financially impaired.

The parties agree that this AGREEMENT is entered into with the understanding that the principals of good faith traditional to reinsurance shall be adhered to in the formation and performance of this AGREEMENT and shall govern the parties’ rights and obligations.  This AGREEMENT is entered into in reliance of the utmost good faith of the parties including, for example, their warranties, representations and disclosures.

The CEDING COMPANY affirms that it has and will continue to disclose all matters material to this AGREEMENT.  Examples of such matters are a material change in underwriting, claims or issue practices or philosophy, or a change in the CEDING COMPANY’s ownership or control.

Article XXV

Execution of AGREEMENT

In Witness of the above,

PACIFIC LIFE INSURANCE COMPANY

of

Omaha, Nebraska

and

RGA REINSURANCE COMPANY

of

Chesterfield, Missouri

have by their respective officers executed and delivered this AGREEMENT in duplicate on the dates indicated below, with an effective date of December 1, 2008.

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Ken Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin
	Vice President,		Assistant Vice President,
	Actuarial and Reinsurance		Assistant Secretary
			Legal
Date:	08/05/09		8/6/09
RGA REINSURANCE COMPANY
By:	/s/ Larry J. Shorey	By:	/s/ Kathryn S. Cox
Date:	8/28/09		8/28/09

EX-99.(7)(A)(1)

Exhibit 99.(7)(a)(1)

AMENDMENT #1

(hereafter called the “AMENDMENT”)

Effective March 1, 2010

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWALBLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CGA22

Reinsurer Reference: 11438-00-00

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

RGA REINSURANCE COMPANY

Chesterfield, Missouri

NAIC Number 93572

FEIN 431235868

(hereafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that this AGREEMENT is amended as respects new business issued on and after March 1, 2010 to revise and replace Article III in its entirety and the first page of Exhibit C — Premiums as attached herein:

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective March 1, 2010:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	03/23/10		3/25/10
RGA REINSURANCE COMPANY
By:	/s/ Larry J. Shorey	By:	/s/ Larry Fischer
	Larry J. Shorey		Larry Fischer
	Sales VP		VP & Actuary
Date:	3/17/10		3-17-2010

Article III

Premiums

A.Plans of insurance listed in Exhibit B will be reinsured on the yearly renewable term basis with the REINSURER participating only in mortality risks (not cash values, loans, dividends or other features specific to permanent policies).  The mortality risk shall be the net amount at risk (“NAR”) on that portion of the policy which is reinsured with the REINSURER.

B.Premiums for Life Reinsurance and reinsurance of Supplemental Benefits will be based on the rates and allowances described in Exhibit C.

C.Premiums will be increased by any flat extra premium charged the insured based on the ceded NAR as described in Exhibit C.

D.There will be no premium tax reimbursement.

E.The reinsurance rates shown in Exhibit C are guaranteed for one year and the REINSURER anticipates continuing to accept premiums on the basis of these rates indefinitely.  In subsequent years, the REINSURER reserves the right to increase such rates provided, however, that:

1.The reinsurance rates may not be increased above the statutory net valuation premium applicable to the reinsured policies after such increase,

2.The reinsurance rates may, at the REINSURER’s option, be increased to the extent required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY with respect to the reinsured policies.

If the REINSURER exercises its right to increase reinsurance rates under this AGREEMENT in an amount greater than that required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY for the reinsured policies, the CEDING COMPANY may recapture all of the reinsured policies in accordance with the provisions of Article IX, Change in Retention and Recapture Privileges.

F.Reinsurance premiums are due as long as reinsurance is in force.

AMENDMENT #2

(hereafter called the “AMENDMENT”)

Effective December 1, 2008

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWALBLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CGA22

Reinsurer Reference: 11438-00-00

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

RGA REINSURANCE COMPANY

Chesterfield, Missouri

NAIC Number 93572

FEIN 431235868

(hereafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that this AGREEMENT is amended to revise and replace the Joint Life Plans (One Life Uninsurable “OLU”) paragraph in Exhibit C — Premiums as shown below:

Joint Life Plans (One Life Uninsurable “OLU”)

OLU means a joint last survivor case with one life appraised at Table 16 or higher.  The consideration payable for this coverage shall be based on the appropriate annual life rate from the attached Rate Table, labeled C-1.  The applicable rate will be determined based on the healthier life.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective December 1, 2008:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	04/06/11		4/11/11
RGA REINSURANCE COMPANY
By:	/s/ Larry J. Shorey	By:	/s/ Susan Willeat
Date:	3/24/11		3/25/2011

EX-99.(7)(A)(2)

Exhibit 99.(7)(a)(2)

Certain identified information has been excluded from this exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.

AMENDMENT #3

(hereafter called the “AMENDMENT”)

Effective December 9, 2010

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CGA22

Reinsurer Reference: 11438-00-00

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

RGA REINSURANCE COMPANY

Chesterfield, Missouri

NAIC Number 93572

FEIN 431235868

(hereafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended to include on an automatic basis the following policies from their inception:

Policy Number	Issue Date	Policy Face Amount	PL Retention	Face Amount Ceded to RGA
[   ]	[   ]	[   ]	[   ]	[   ]
[   ]	[   ]	[   ]	[   ]	[   ]

The Premiums payable for coverage of the above polices will be based on the applicable rates shown in Exhibit C-Premiums of this Agreement.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective December 9, 2010:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	07/05/11		7/8/11
RGA REINSURANCE COMPANY
By:	/s/ Susan Willeat	By:	/s/ Larry Fischer
	Susan Willeat		Larry Fischer
	VP & Actuary		VP & Actuary
Date:	6/28/2011		6-28-2011

EX-99.(7)(A)(3)

Exhibit 99.(7)(a)(3)

AMENDMENT #4

(hereafter called the “AMENDMENT”)

Effective March 1, 2011

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CGA22

Reinsurer Reference: 11438-00-00

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

RGA REINSURANCE COMPANY

Chesterfield, Missouri

NAIC Number 93572

FEIN 431235868

(hereafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective March 1, 2011 to revise and replace Exhibit D in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective March 1, 2011:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	11/02/11		11/7/11
RGA REINSURANCE COMPANY
By:	/s/ Larry J. Shorey	By:	/s/ Larry Fischer
	Larry J. Shorey		Larry Fischer
	Sales VP		VP & Actuary
Date:	12/20/11		12-29-2011

AMENDMENT #5

(hereafter called the “AMENDMENT”)

Effective June 1, 2011

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CGA22

Reinsurer Reference: 11438-00-00

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

RGA REINSURANCE COMPANY

Chesterfield, Missouri

NAIC Number 93572

FEIN 431235868

(hereafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective June 1, 2011 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective June 1, 2011:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheri Tobin
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	AVP Reinsurance		Assistant Secretary
			Legal
Date:	6/12/12		6/13/12
RGA REINSURANCE COMPANY
By:	/s/ Larry Fischer	By:	/s/ Brian Sibley
	VP & Actuary		VP & Actuary
Date:	5-29-2012		5/29/2012

AMENDMENT #6

(hereafter called the “AMENDMENT”)

Effective December 1, 2010

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CGA22

Reinsurer Reference: 11438-00-00

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

RGA REINSURANCE COMPANY

Chesterfield, Missouri

NAIC Number 93572

FEIN 431235868

(hereafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective December 1, 2010 to revise and replace Article XVIII — Increasing Net Amount at Risk Policies and Riders in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective December 1, 2010:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	4/10/12		4/13/12
RGA REINSURANCE COMPANY
By:	/s/ Larry Fischer	By:	/s/ Brian Sibley
	VP & Actuary		VP & Actuary
Date:	3-30-2012		3/30/2012

Article XVIII

Increasing Net Amount at Risk Policies and Riders

I.Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this AGREEMENT, they will be handled as shown below.  The CEDING COMPANY will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D.  The CEDING COMPANY also underwrites at issue based on the highest amount.  The projected highest amount in all years will also be used to determine the CEDING COMPANY’s retention at issue and the percentage of future changes in NAR as they occur.  As long as the CEDING COMPANY follows the procedures as outlined, the REINSURER will assume its prorata share of all NAR changes as they occur.  In no case will the reinsured automatic portion exceed the automatic binding limits.  Automatic binding limits are applied by the CEDING COMPANY to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

1.VART is a rider with scheduled coverage amounts that can vary annually.  The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the highest VART amount in all years as the VART total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest VART amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for VART riders.  Premium paid the REINSURER for VART riders is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

1.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the total projected Option C death benefit.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The death benefit amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for coverages with Option C.  Premium paid the REINSURER for Option C coverages is calculated and paid on the current ceded NAR amount.  The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

4.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals.  The REINSURER’s ultimate potential liability will be no greater than the original projected liability as defined in item 1 above.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

1.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

2.The CEDING COMPANY will report the ultimate doubled face amount for all Option D coverages issued with the policy.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for policies with Option D.  Premium paid the REINSURER for policies with Option D is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

D.SIR (Scheduled Increase Rider)

1.SIR is a rider that can have up to a maximum of 10 annual increases which are scheduled at issue.  The percentage must be the same for each increase, and the increases must be completed within 10 years.

2.The CEDING COMPANY will report the highest SIR amount in all years as the total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest SIR amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for SIR riders.  Premium paid the REINSURER for SIR riders is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

5.The SIR rider is not allowed on a policy with either the Flexible Duration No Lapse Guarantee rider or the VART rider.

II.Business Reinsured on a Facultative Basis

1.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the CEDING COMPANY has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the REINSURER’s underwriters are aware of the highest projected death benefit amount.  The highest net amount at risk reinsured can never exceed the amount of the REINSURER’s offer.  Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

2.The CEDING COMPANY may ultimately retain up to double the normal retention or higher with appropriate internal approval.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes.  The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The CEDING COMPANY and the REINSURER will share proportionately in face amount increases due to compliance with the requirements of Section 7702 of the Code.

AMENDMENT #7

(hereafter called the “AMENDMENT”)

Effective November 15, 2011

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CGA22

Reinsurer Reference: 11438-00-00

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

RGA REINSURANCE COMPANY

Chesterfield, Missouri

NAIC Number 93572

FEIN 431235868

(hereafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended to add the Automated Selection and Assessment Program (ASAP) to the Facultative Provisions Article.  Article II — Facultative Provisions is replaced in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective November 15, 2011:

PACIFIC LIFE INSURANCE COMPANY
By:		By:
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	AVP Reinsurance		Assistant Secretary
			Legal
Date:	7/3/12		7/24/12
RGA REINSURANCE COMPANY
By:	/s/ Larry Fischer	By:	/s/ Matthew Fingerhut
	VP & Actuary		VP & Actuary
Date:	6-28-2012		6/28/2012

Article II

Facultative Reinsurance

A.The CEDING COMPANY will have the option to submit any case facultatively which it does not wish to cede automatically or which it may not cede automatically under the provisions of Article I.

B.The CEDING COMPANY will send copies of the original applications, all medical reports, inspection reports, attending physician’s statement and any additional information pertinent to the insurability of the risk.

C.The CEDING COMPANY will also notify the REINSURER of any underwriting information requested or received after the initial request for reinsurance is made.  For policies which contain automatic increase provisions, the CEDING COMPANY will inform the REINSURER of the highest risk amount for which reinsurance is being requested.

D.On a timely basis, the REINSURER will submit a written decision.  In no case will the REINSURER’s offer on facultative submissions be open after 120 days have elapsed from the date of the REINSURER’s offer to participate in the risk.  Acceptance of the offer and delivery of the policy according to the rules of the CEDING COMPANY must occur within 120 days of the final reinsurance offer.  Unless the REINSURER explicitly states in writing that the final offer is extended, the offer will be automatically withdrawn at the end of day 120.

E.The REINSURER will not be liable for proceeds paid under the CEDING COMPANY’s conditional receipt or temporary insurance agreement for risks submitted on a facultative basis except as provided in Article XIX.

F.The Policy Plans reinsured are shown in Exhibit B.

G.The CEDING COMPANY may cede Waiver of Premium only if reinsurance for the benefits is specifically requested in the facultative submission and an offer by the REINSURER is subsequently made and accepted by the CEDING COMPANY.

H.The reinsurance rates for facultative business will be the same as for automatic business.

I.The REINSURER’s Automated Selection and Assessment Program (“ASAP”) is part of the Facultative Reinsurance procedures under this AGREEMENT as herein provided:

1.ASAP, for the purposes of this AGREEMENT, is defined as an underwriting program whereby the CEDING COMPANY may enter key information pertinent to the insurability of a single life risk via Gateway, the REINSURER’s Extranet, and will receive an on-line immediate electronic decision based on the information submitted.  In order to be eligible for consideration under this program, the case must be Standard (not ratable) in all respects other than the impairment(s) being evaluated by ASAP.

2.When the CEDING COMPANY electronically binds the REINSURER, the REINSURER becomes the sole reinsurer of record.  The liability of the REINSURER for all claims arising under the ASAP program commences simultaneously with that of the CEDING COMPANY and will cease at the same time as the liability of the CEDING COMPANY ceases.

3.Insureds with residences other than those listed in the AGREEMENT may be eligible for coverage if given electronic acceptance via ASAP.

4.To qualify for this program, all in force policies and applied for amounts on the proposed insured may not exceed the jumbo limit stated in the AGREEMENT.

5.When cases submitted through the ASAP Program are not eligible for ASAP, the CEDING COMPANY may cede 100% of the risk to the REINSURER at the CEDING COMPANY’s original  assessed rate.  The face amount for these risks cannot exceed the automatic binding limits stated in the AGREEMENT or the CEDING COMPANY’s maximum exposure under the ASAP Program, whichever is less.  Such cases will be clearly identified as an “ASAP Exception Case” when they are submitted to the REINSURER.

6.ASAP shall not cover any risk that the REINSURER is legally prohibited from reinsuring.  For purposes of this exclusion, the term “legally prohibited” shall mean contrary to the laws and/or regulations of the United States of America, including, but not limited to:  lists promulgated or maintained by the United States Department of Treasury naming Specially Designated Nationals or Blocked Persons; or any other laws, regulations, executive orders, or similar actions that impose sanctions or prohibit or restrict transactions or relations with designated persons, entities, organizations, or governments.  The CEDING COMPANY is responsible for checking prospective insureds to ensure eligibility prior to submitting the case electronically via ASAP.

7.ASAP contains copyrighted material, trade secrets and other proprietary material.  All intellectual property rights in ASAP are owned by the REINSURER and its affiliates, and are protected by United States copyright laws and

international treaty provisions.

8.In order to protect the REINSURER’s intellectual property rights in ASAP, the CEDING COMPANY may not decompile, reverse engineer, disassemble or otherwise reduce ASAP to a human-perceivable form.  The CEDING COMPANY may not modify, network, rent, lease, loan, distribute, or create derivative works based upon ASAP in whole or in part.  The CEDING COMPANY is entitled to use the Software for its own internal business purposes only.

9.The CEDING COMPANY expressly acknowledges and agrees that use of ASAP is at the CEDING COMPANY’s sole risk.  ASAP and related documentation are provided “AS IS” and without warranty of any kind.  The REINSURER specifically disclaims any warranty of merchantability, fitness for a particular purpose, title and noninfringement.

10.The REINSURER shall not be liable for actual, special, incidental, consequential or other damages arising out of the use of or inability to use ASAP, including without limitation, damages or costs relating to the loss of profits, loss of use, loss of data or interruption of business, even if the REINSURER is advised of or aware of the possibility of such damages.

AMENDMENT #8

(hereafter called the “AMENDMENT”)

Effective December 8, 2011

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CGA22

Reinsurer Reference: 11438-00-00

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

RGA REINSURANCE COMPANY

Chesterfield, Missouri

NAIC Number 93572

FEIN 431235868

(hereafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective December 8, 2011 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective December 8, 2011:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	AVP Reinsurance		Assistant Secretary
			Legal
Date:	4/23/12		4/24/12
RGA REINSURANCE COMPANY
By:	/s/ Larry J. Shorey	By:	/s/ Larry Fischer
	VP, (illegible)		VP & Actuary
Date:	4/13/12		4-13-2012

AMENDMENT #9

(hereafter called the “AMENDMENT”)

Effective May 1, 2012

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CGA22

Reinsurer Reference: 11438-00-00

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

RGA REINSURANCE COMPANY

Chesterfield, Missouri

NAIC Number 93572

FEIN 431235868

(hereafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective May 1, 2012 to reflect the parties’ agreement to reinsure the CEDING COMPANY’s chronic illness rider issued with reinsured policies.  Article XVIII — Increasing Net Amount at Risk Policies is hereby revised and replaced to include the Chronic Illness (CI) Accelerated Death Benefit Rider as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective May 1, 2012:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	Assistant Vice President		Assistant Secretary
	Reinsurance		Legal
Date:	9/5/12		9/6/12
RGA REINSURANCE COMPANY
By:	/s/ Larry Fischer	By:	/s/ Brian Sibley
	Vice President		Vice President
Date:	8-17-2012		8/17/2012

Article XVIII

Increasing Net Amount at Risk Policies and Riders

I.Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this AGREEMENT, they will be handled as shown below.  The CEDING COMPANY will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D.  The CEDING COMPANY also underwrites at issue based on the highest amount.  The projected highest amount in all years will also be used to determine the CEDING COMPANY’s retention at issue and the percentage of future changes in NAR as they occur.  As long as the CEDING COMPANY follows the procedures as outlined, the REINSURER will assume its prorata share of all NAR changes as they occur.  In no case will the reinsured automatic portion exceed the automatic binding limits.  Automatic binding limits are applied by the CEDING COMPANY to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

5.VART is a rider with scheduled coverage amounts that can vary annually.  The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

6.The CEDING COMPANY will report the highest VART amount in all years as the VART total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest VART amount based on the REINSURER’s automatic pool participation percentage.

7.The CEDING COMPANY will report the current net amount at risk as the NAR amount for VART riders.  Premium paid the REINSURER for VART riders is calculated and paid on the current ceded NAR amount.

8.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

5.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

6.The CEDING COMPANY will report the total projected Option C death benefit.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The death benefit amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

7.The CEDING COMPANY will report the current net amount at risk as the NAR amount for coverages with Option C.  Premium paid the REINSURER for Option C coverages is calculated and paid on the current ceded NAR amount.  The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

8.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals.  The REINSURER’s ultimate potential liability will be no greater than the original projected liability as defined in item 1 above.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

5.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

6.The CEDING COMPANY will report the ultimate doubled face amount for all Option D coverages issued with the policy.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

7.The CEDING COMPANY will report the current net amount at risk as the NAR amount for policies with Option D.  Premium paid the REINSURER for policies with Option D is calculated and paid on the current ceded NAR amount.

8.Death benefits payable will be based upon current NAR.

E.SIR (Scheduled Increase Rider)

6.SIR is a rider that can have up to a maximum of 10 annual increases which are scheduled at issue.  The percentage must be the same for each increase, and the increases must be completed within 10 years.

7.The CEDING COMPANY will report the highest SIR amount in all years as the total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest SIR amount based on the REINSURER’s automatic pool participation percentage.

8.The CEDING COMPANY will report the current net amount at risk as the NAR amount for SIR riders.  Premium paid the REINSURER for SIR riders is calculated and paid on the current ceded NAR amount.

9.Death benefits payable will be based upon current NAR.

10.The SIR rider is not allowed on a policy with either the Flexible Duration No Lapse Guarantee rider or the VART rider.

F.Chronic Illness (CI) Accelerated Death Benefit Rider

1.CI is a rider, available for issue ages 20-75, that allows the policyowner to accelerate the death benefit if the insured becomes chronically ill.  To qualify for the benefits of the Pacific Life CI rider, the chronic illness will have to be expected to be permanent.

2.The maximum benefit payout (in lump sum, or 12 monthly payments) will be the lesser of :

a.24% of the death benefit amount on date of initial claim request times the reduction factor;

b.125% of the annual Per Diem limit declared by the IRS;

c.Current death benefit less any scheduled face increases after initial claim request times the reduction factor; or

d.$1,500,000 less any accelerated benefits paid to date times the reduction factor.

3.The maximum accelerated death benefit is $1,500,000.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

4.The policyowner does not have to take the maximum election at initial claim time; they can take another election each year after the qualifying event.  However, a new certification that the insured is chronically ill will be required for each policy year in which a benefit payment is requested.

5.The total death benefit available will be reduced by the maximum accelerated death benefit limit available for chronic illness.  For example, if someone has an $8,000,000 death benefit and accelerates the maximum accelerated death benefit ($1,500,000) due to chronic illness, the insured still has a $6,500,000 death benefit remaining.  The less that is accelerated; the more death benefit will remain.

II.Business Reinsured on a Facultative Basis

3.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the CEDING COMPANY has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the REINSURER’s underwriters are aware of the highest projected death benefit amount.  The highest net amount at risk reinsured can never exceed the amount of the REINSURER’s offer.  Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

4.The CEDING COMPANY may ultimately retain up to double the normal retention or higher with appropriate internal approval.

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes.  The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The CEDING COMPANY and the REINSURER will share proportionately in face amount increases due to compliance with the requirements of Section 7702 of the Code.

AMENDMENT #10

(hereafter called the “AMENDMENT”)

Effective January 1, 2012

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CGA22

Reinsurer Reference: 11438-00-00

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

RGA REINSURANCE COMPANY

Chesterfield, Missouri

NAIC Number 93572

FEIN 431235868

(hereafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that effective January 1, 2012 Equity-Indexed Universal Life policies issued through M Life Distributors that fall within automatic reinsurance parameters will be ceded to M Life Insurance Company as described in Exhibit B - Basis of Reinsurance and Policy Plans Reinsured, Item 1.  Therefore, the AGREEMENT is hereby amended to revise and replace Exhibit B - Basis of Reinsurance and Policy Plans Reinsured as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective January 1, 2012:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	Assistant Vice President		Assistant Secretary
	Reinsurance		Legal
Date:	2/12/13		2/14/13

RGA REINSURANCE COMPANY
By:	/s/ Larry Fischer	By:	/s/ Brian Sibley
	VP Business Development
Date:	2-5-2013		2/5/2013

AMENDMENT #11

(hereafter called the “AMENDMENT”)

Effective August 1, 2013

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CGA22

Reinsurer Reference: 11438-00-00

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

RGA REINSURANCE COMPANY

Chesterfield, Missouri

NAIC Number 93572

FEIN 431235868

(hereafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective August 1, 2013 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective August 1, 2013:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	Assistant Vice President,		Assistant Secretary
	Reinsurance		Legal
Date:	12/12/13		12/23/13
RGA REINSURANCE COMPANY
By:	/s/ Larry Fischer	By:	/s/ Brian Sibley
	VP, Business Development		VP, Business Development
Date:	12-4-2013		12/4/2013

REINSURANCE AMENDMENT (Amendment 12)

CEDING COMPANY:	PACIFIC LIFE INSURANCE COMPANY
	(hereafter referred to as the CEDING COMPANY)
REINSURER:	RGA REINSURANCE COMPANY
	(hereafter referred to as the REINSURER)
EFFECTIVE:	January 1, 2015

IT IS HEREBY MUTUALLY AGREED between the CEDING COMPANY and the REINSURER that the Confidentiality Article (as defined for each AGREEMENT in the table provided below) for all AGREEMENTS listed below, terminated or active, is replaced in its entirety with the revised Confidentiality Article attached hereto.

Treaty Description	Effective Date	CEDING COMPANY Reference	REINSURER Reference	Confidentiality Article
FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	January 1, 1985	CGA01	394-00-00	Amendment dated 1/1/04
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	October 1, 1989	CGA02	704-00-00	Amendment dated 1/1/04
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	July 1, 1991	CGA03	845-00-00	Amendment dated 1/1/04
FACULTATIVE-OBLIGATORY YEARLY RENEWABLE TERM AGREEMENT	August 1, 1992	CGA04	1012-00-00	Amendment dated 1/1/04
AUTOMATIC YEARLY RENEWABLE TERM AGREEMENT	January 1, 1995	CGA05	1627-00-00	Amendment dated 1/1/04
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	February 1, 1997	CGA06	2519-00-00	Amendment dated 1/1/04
AUTOMATIC REINSURANCE AGREEMENT	June 1, 1997	CGA07	2891-00-00	Amendment dated 1/1/04
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT - INTERNATIONAL	December 1, 1998	CGA08	3764-00-00	Amendment dated 1/1/04
AUTOMATIC, FACULTATIVE-OBLIGATORY, AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	July 1, 1999	CGA09	5675-00-00	Amendment dated 1/1/04
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	July 1, 1999	CGA10	5234-00-00	Amendment dated 1/1/04
AUTOMATIC YEARLY RENEWABLE TERM REINSURANCE AGREEMENT	January 1, 1999	CGA12	6796-00-00	Amendment dated 1/1/04
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT - INTERNATIONAL	October 1, 1999	CGA13	6854-00-00	Amendment dated 1/1/04
AUTOMATIC AND FACULTATIVE COINSURANCE AGREEMENT	March 1, 2003	CGA14	8672-00-00	Amendment dated 1/1/04
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	March 1, 2003	CGA15	8824-00-00	Art. XXIII of Agreement
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	August 28, 2006	CGA18	10767-00-00	Art. XXI of Agreement
AUTOMATIC AND FACULTATIVE COINSURANCE AGREEMENT	May 1, 2008	CGA20	11205-00-00	Art. XXI of Agreement

Treaty Description	Effective Date	CEDING COMPANY Reference	REINSURER Reference	Confidentiality Article
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	October 1, 2008	CGA21	11377-00-00	Art. XXI of Agreement
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	December 1, 2008	CGA22	11438-00-00	Art. XXI of Agreement
AUTOMATIC SELF-ADMINISTERED YRT AGREEMENT	October 1, 2007	CGA23	10599-00-00	Art. 13.4 of Agreement
AUTOMATIC AND FACULTATIVE COINSURANCE AGREEMENT	December 1, 2009	CGA24	11955-00-00	Art. XXII of Agreement
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	December 9, 2013	CGA26	13915-00-01	Confidentiality paragraph in Art. XX of Agreement
AUTOMATIC REINSURANCE AGREEMENT	July 1, 1988	CGAP3	1078	Amendment dated 1/1/04
FACULTATIVE REINSURANCE AGREEMENT	August 1, 1996	CMM01	3445-00-00	Amendment dated 1/1/04
AUTOMATIC, FACULTATIVE OBLIGATORY AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	February 1, 1997	CMM02	3446-00-00	Amendment dated 1/1/04
FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	May 1, 1984	CNL01	9786-00-00	Amendment dated 1/1/04
FACULTATIVE OBLIGATORY YEARLY RENEWABLE TERM AGREEMENT	August 1, 1994	CNL02	9800-00-00	Amendment dated 1/1/04
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT INTERNATIONAL	December 1, 1998	CNL03	9525-00-00	Amendment dated 1/1/04
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	July 1, 1999	CNL04	9528-00-00	Amendment dated 1/1/04
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT INTERNATIONAL	October 1, 1999	CNL05	9524-00-00	Amendment dated 1/1/04
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	March 1, 2003	CNL06	9761-00-00	Art. XXII of Agreement

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective January 1, 2015.

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin
	Assistant Vice President,		Vice President,
	Reinsurance		Assistant Secretary
			Legal
Date:	3/23/15		3/24/15

RGA REINSURANCE COMPANY
By:	/s/ Larry Fischer	By:	/s/ Brian Sibley
Date:	3-16-2015		3/16/2015
Title:	VP Business Development		VP Business Development

Confidentiality Article

The parties acknowledge that as a result of this Agreement, each party may have access to and receive from the other party (1) non-public personally identifiable financial and/or health information (“NPI”), as defined in federal and state law, regarding consumers, customers, former customers and/or their beneficiaries and (2) information assets, trade secrets, and product, business and employee information (“Company Information” and together with NPI, “Confidential Information”).  The parties agree to maintain the confidentiality of all Confidential Information and shall not use, disclose, furnish or make accessible the Confidential Information to anyone other than authorized employees and agents of that party as necessary to carry out the party’s obligations under this Agreement. If a party, or any third party for whom such party is responsible, is required by law at the request of a governmental or judicial entity to disclose Confidential Information, then except as otherwise required by law that party shall immediately notify the other party of such request in advance of such disclosure so that it may take appropriate action to protect the Confidential Information.

Each party further agrees to establish and maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the Confidential Information.  At the request of the party that provided the Confidential Information, or in the absence of such request, upon termination of this Agreement, the other party shall promptly return all Confidential Information which has been provided to it, or dispose of such Confidential Information in a manner agreed upon by the parties.  Notwithstanding the preceding, the other party shall be permitted to retain a copy of any Confidential Information for documentation or archival purposes pursuant to such party’s normal record retention policies or to comply with federal or state laws or regulations provided any such copies shall remain subject to the terms of this Article regardless of the termination of this Agreement until destroyed in accordance with the normal record retention policies of the party.

The parties shall be permitted to share Confidential Information with applicable regulators, rating agencies, accountants, advisors, auditors, affiliates, retrocessionaires or otherwise as permitted by law (“Permitted Third Parties”) provided the Permitted Third Party agrees to maintain the confidentiality of such information and the disclosing party shall be liable for any disclosure by any Permitted Third Party as if the disclosure had been made by such party.

Each party agrees that (1) it will immediately notify the other party if it becomes aware of any unauthorized access to or collection, use, or disclosure of Confidential Information in its possession or in the possession of a third party (including, but not limited to, any Permitted Third Parties) to whom such party provided access (“Data Breach”) and (2) will cooperate in and be liable for the costs of any investigation or action the other party determines is reasonably necessary as the result of such Data Breach, and for any damages, expenses, liabilities incurred by such party arising from claims or actions by third parties resulting from such Data Breach. The parties hereto further agree to comply with all applicable federal, state and local laws pertaining to breach of data security.

The Ceding Company acknowledges that the Reinsurer can aggregate data with other companies reinsured with the Reinsurer for its own internal purposes.  However, the Reinsurer shall not disclose or release the aggregate data to any third party in a manner that would allow, directly or indirectly, identification of the Customer Information or any specific policyholder based on name, address, social security number, or other personally identifiable information or characteristic.

Each party has the right to verify the other party’s compliance with this Article by audit or inspection.

REINSURANCE AMENDMENT (Amendment 13)

CEDING COMPANY:	PACIFIC LIFE INSURANCE COMPANY
	(hereafter referred to as the CEDING COMPANY)
REINSURER:	RGA REINSURANCE COMPANY
	(hereafter referred to as the REINSURER)
EFFECTIVE:	As of the dates indicated in the table below

IT IS HEREBY MUTUALLY AGREED between the CEDING COMPANY and the REINSURER that the AGREEMENTS listed below, terminated or active, are amended as follows to clarify how the reinsurance benefits for an Accelerated Living Benefit Rider and its successor, the Terminal Illness Rider, are administered.

TREATY DESCRIPTION	TREATY EFFECTIVE DATE	CEDING COMPANY REFERENCE	REINSURER REFERENCE	AMENDMENT EFFECTIVE DATE
FACULTATIVE YRT AGREEMENT	1/1/85	CGA01	394-00-00	1/1/94
AUTOMATIC AND FACULTATIVE YRT AGREEMENT	10/1/89	CGA02	704-00-00	1/1/94
AUTOMATIC AND FACULTATIVE YRT AGREEMENT	7/1/91	CGA03	845-00-00	1/1/94
FACULTATIVE-OBLIGATORY YRT AGREEMENT	8/1/92	CGA04	1012-00-00	1/1/94
AUTOMATIC YRT AGREEMENT	1/1/95	CGA05	1627-00-00	1/1/95
AUTOMATIC AND FACULTATIVE YRT AGREEMENT	2/1/97	CGA06	2519-00-00	2/1/97
AUTOMATIC REINSURANCE AGREEMENT	6/1/97	CGA07	2891-00-00	6/1/97
AUTOMATIC AND FACULTATIVE YRT AGREEMENT - INTERNATIONAL	12/1/98	CGA08	3764-00-00	12/1/98
AUTOMATIC, FACULTATIVE-OBLIGATORY, AND FACULTATIVE YRT AGREEMENT	7/1/99	CGA09	5675-00-00	7/1/99
AUTOMATIC AND FACULTATIVE YRT AGREEMENT	7/1/99	CGA10	5234-00-00	7/1/99
AUTOMATIC YRT REINSURANCE AGREEMENT	1/1/99	CGA12	6796-00-00	1/1/99
AUTOMATIC AND FACULTATIVE YRT AGREEMENT - INTERNATIONAL	10/1/99	CGA13	6854-00-00	10/1/99
AUTOMATIC AND FACULTATIVE COINSURANCE AGREEMENT	3/1/03	CGA14	8672-00-00	3/1/03
AUTOMATIC AND FACULTATIVE YRT AGREEMENT	3/1/03	CGA15	8824-00-00	3/1/03
AUTOMATIC AND FACULTATIVE YRT AGREEMENT	8/28/06	CGA18	10767-00-00	8/28/06
AUTOMATIC AND FACULTATIVE COINSURANCE AGREEMENT	5/1/08	CGA20	11205-00-00	5/1/08
AUTOMATIC AND FACULTATIVE YRT AGREEMENT	10/1/08	CGA21	11377-00-00	10/1/08
AUTOMATIC AND FACULTATIVE YRT AGREEMENT	12/1/08	CGA22	11438-00-00	12/1/08
AUTOMATIC SELF-ADMINISTERED YRT AGREEMENT	10/1/07	CGA23	10599-00-00	10/1/07
AUTOMATIC AND FACULTATIVE COINSURANCE AGREEMENT	12/1/09	CGA24	11955-00-00	12/1/09
AUTOMATIC AND FACULTATIVE YRT AGREEMENT	12/9/13	CGA26	13915-00-01	12/9/13
FACULTATIVE REINSURANCE AGREEMENT	8/1/96	CMM01	3445-00-00	8/1/96

TREATY DESCRIPTION	TREATY EFFECTIVE DATE	CEDING COMPANY REFERENCE	REINSURER REFERENCE	AMENDMENT EFFECTIVE DATE
AUTOMATIC, FACULTATIVE OBLIGATORY AND FACULTATIVE YRT AGREEMENT	2/1/97	CMM02	3446-00-00	2/1/97
FACULTATIVE YRT AGREEMENT	5/1/84	CNL01	9786-00-00	1/1/94
FACULTATIVE OBLIGATORY YRT AGREEMENT	8/1/94	CNL02	9800-00-00	8/1/94
AUTOMATIC AND FACULTATIVE YRT AGREEMENT INTERNATIONAL	12/1/98	CNL03	9525-00-00	12/1/98
AUTOMATIC AND FACULTATIVE YRT AGREEMENT	7/1/99	CNL04	9528-00-00	7/1/99
AUTOMATIC AND FACULTATIVE YRT AGREEMENT INTERNATIONAL	10/1/99	CNL05	9524-00-00	10/1/99
AUTOMATIC AND FACULTATIVE YRT AGREEMENT	3/1/03	CNL06	9761-00-00	3/1/03

Accelerated Living Benefit Rider / Terminal Illness Rider

The Accelerated Living Benefits Rider and its successor the Terminal Illness Rider (each individually and together known herein as the “ALBR/TIR”) allow an insured to take a lump sum payment of a portion of their death benefit if diagnosed with a terminal illness, typically with 12 months or less to live. There are no reinsurance premiums for the ALBR/TIR.

If a benefit for the ALBR/TIR is paid by the Ceding Company, the Reinsurer will reimburse the Ceding Company for its share of the ALBR/TIR benefit at the time of the payment upon receipt of notification from the Ceding Company that the payment has been made.  The net amount at risk (NAR) reinsured hereunder for the policy will be reduced at the same time as the reduction in the face amount of the policy due to payment by the Ceding Company of the ALBR/TIR benefit.

The reinsurance premium paid by the Ceding Company to the Reinsurer on a policy will be reduced upon payment of the ABR/TIR benefit on such policy due to the reduction in such policy’s face amount and NAR.

Upon the death of the insured, the reinsurance death benefit due the Ceding Company from the Reinsurer is the Reinsurer’s share of the reduced NAR, calculated at the date of death.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective on the amendment effective dates indicated above.

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin
	Assistant Vice President, Reinsurance		Vice President, Assistant Secretary
			Legal
Date:	4/8/16		4/11/16
RGA REINSURANCE COMPANY
By:	/s/ Larry Fischer	By:	(illegible)
Date:	4-6-16		4-6-16
Title:	VP Business Development		VP and Actuary

AMENDMENT #14

(hereafter called the “AMENDMENT”)

Effective March 5, 2016

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CGA22

Reinsurer Reference: 11438-00-00

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

RGA REINSURANCE COMPANY

Chesterfield, Missouri

NAIC Number 93572

FEIN 431235868

(hereafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective March 5, 2016 to reflect the parties’ agreement to reinsure the Ceding Company’s long term care rider issued with reinsured policies.  Article XVIII — Increasing Net Amount at Risk Policies and Riders is hereby revised and replaced to include the Long Term Care Rider as attached herein.  Coverage for the Long Term Care Rider will be payable at the rates attached as Exhibit C-5 herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective March 5, 2016:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kathy Young	By:	/s/ Cheryl Tobin
	Kathy Young		Cheryl Tobin
	Vice President		Vice President, Assistant Secretary
	Risk Management		Legal
Date:	3/28/17		3/28/17
RGA REINSURANCE COMPANY
By:	(illegible)	By:	(illegible)
	VP & Actuary
Date:	3-31-2017		3/31/2017

Article XVIII

Increasing Net Amount at Risk Policies and Riders

I.Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this Agreement, they will be handled as shown below.  The Ceding Company will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D.  The Ceding Company also underwrites at issue based on the highest amount.  The projected highest amount in all years will also be used to determine the Ceding Company’s retention at issue and the percentage of future changes in NAR as they occur.  As long as the Ceding Company follows the procedures as outlined, the Reinsurer will assume its prorata share of all NAR changes as they occur.  In no case will the reinsured automatic portion exceed the automatic binding limits.  Automatic binding limits are applied by the Ceding Company to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

9.VART is a rider with scheduled coverage amounts that can vary annually.  The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

10.The Ceding Company will report the highest VART amount in all years as the VART total coverage face amount.  Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A.  The face amount ceded will be the Reinsurer’s portion of the highest VART amount based on the Reinsurer’s automatic pool participation percentage.

11.The Ceding Company will report the current net amount at risk as the NAR amount for VART riders.  Premium paid the Reinsurer for VART riders is calculated and paid on the current ceded NAR amount.

12.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

9.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

10.The Ceding Company will report the total projected Option C death benefit.  Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A.  The death benefit amount ceded will be the Reinsurer’s portion of the total face amount based on the Reinsurer’s automatic pool participation percentage.

11.The Ceding Company will report the current net amount at risk as the NAR amount for coverages with Option C.  Premium paid the Reinsurer for Option C coverages is calculated and paid on the current ceded NAR amount.  The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

12.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals.  The Reinsurer’s ultimate potential liability will be no greater than the original projected liability as defined in item 1 above.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

9.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

10.The Ceding Company will report the ultimate doubled face amount for all Option D coverages issued with the policy.  Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A.  The face amount ceded will be the Reinsurer’s portion of the total face amount based on the Reinsurer’s automatic pool participation percentage.

11.The Ceding Company will report the current net amount at risk as the NAR amount for policies with Option D.  Premium paid the Reinsurer for policies with Option D is calculated and paid on the current ceded NAR amount.

12.Death benefits payable will be based upon current NAR.

G.SIR (Scheduled Increase Rider)

11.SIR is a rider that can have up to a maximum of 10 annual increases which are scheduled at issue.  The percentage must be the same for each increase, and the increases must be completed within 10 years.

12.The Ceding Company will report the highest SIR amount in all years as the total coverage face amount.  Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A.  The face amount ceded will be the Reinsurer’s portion of the highest SIR amount based on the Reinsurer’s automatic pool participation percentage.

13.The Ceding Company will report the current net amount at risk as the NAR amount for SIR riders.  Premium paid the Reinsurer for SIR riders is calculated and paid on the current ceded NAR amount.

14.Death benefits payable will be based upon current NAR.

15.The SIR rider is not allowed on a policy with either the Flexible Duration No Lapse Guarantee rider or the VART rider.

H.Chronic Illness (CI) Accelerated Death Benefit Rider

6.CI is a rider, available for issue ages 20-75, that allows the policyowner to accelerate the death benefit if the insured becomes chronically ill.  To qualify for the benefits of the Pacific Life CI rider, the chronic illness will have to be expected to be permanent.

7.The maximum benefit payout (in lump sum, or 12 monthly payments) will be the lesser of :

a.24% of the death benefit amount on date of initial claim request times the reduction factor;

b.125% of the annual Per Diem limit declared by the IRS;

c.Current death benefit less any scheduled face increases after initial claim request times the reduction factor; or

d.$1,500,000 less any accelerated benefits paid to date times the reduction factor.

8.The maximum accelerated death benefit is $1,500,000.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

9.The policyowner does not have to take the maximum election at initial claim time; they can take another election each year after the qualifying event.  However, a new certification that the insured is chronically ill will be required for each policy year in which a benefit payment is requested.

10.The total death benefit available will be reduced by the maximum accelerated death benefit limit available for chronic illness.  For example, if someone has an $8,000,000 death benefit and accelerates the maximum accelerated death benefit ($1,500,000) due to chronic illness, the insured still has a $6,500,000 death benefit remaining.  The less that is accelerated; the more death benefit will remain.

I.Accelerated Death Benefit Rider for Long-Term Care

1.The Premier LTC (PLTC) Rider is an Accelerated Death Benefit Rider for Long-Term Care which allows a policy owner to accelerate payment of a portion of the policy death benefit if the insured is certified as a Chronically Ill Individual by a licensed health care practitioner. The maximum issue age is 75, and the minimum issue age is 18 or 20, depending on the underlying product.

2.The maximum LTC Coverage Amount is the lesser of the Policy Total Face Amount or:

a.$3,000,000 if the 2% Maximum Monthly Percentage is elected

b.$1,500,000 (issue age <65) and $750,000 (issue age 65 or older) if the 4% Maximum Monthly Percentage is elected

3.This rider must be requested at policy issue and is not available to in-force policies at this time. Rider is not available if the policy was issued under the terms of a conversion from another product, unless this rider was included with the original policy.

4.LTC Coverage amount is maintained separate from the Policy Death Benefit.

5.Increases to the Policy Face Amount will not increase the LTC Coverage Amount

6.Decreases to the Policy Face Amount (except from a WD) will not decrease the LTC Coverage Amount except to assure the LTC Coverage Amount is at all times no greater than the Total Face Amount (or if DB Option C is in effect, the Option C Amount, if less). Option C Amount is the DB under Option C, without regard to MDB.

7.Withdrawals will always reduce the LTC Coverage, even if there is no reduction to the Policy Face Amount.

8.Unlike Premier Living Benefits Rider (PLBR), there is a monthly charge for this rider.

9.The PLTC NAR is maintained separately from the base policy NAR and PLTC premiums are calculated using the PLTC NAR.

10.PLTC charges are waived while on PLTC claim but other charges are still applicable.

11.PLTC claims reimbursement will be based on the PLTC NAR.

12.Substandard Table Rating limited A-E and flat extras are limited to $7.50 per 1,000 (annual).

13.The Reinsurer shall make PLTC benefit payments upon notification from the Ceding Company

14.For the sole purpose of demonstrating how the PLTC Rider benefits should be calculated, attached hereto as Exhibit I are examples for calculating the PLTC Rider benefit amounts.

II.Business Reinsured on a Facultative Basis

5.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the Ceding Company has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the Reinsurer’s underwriters are aware of the highest projected death benefit amount.  The highest net amount at risk reinsured can never exceed the amount of the Reinsurer’s offer.  Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

6.The Ceding Company may ultimately retain up to double the normal retention or higher with appropriate internal approval.

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes.  The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The Ceding Company and the Reinsurer will share proportionately in face amount increases due to compliance with the requirements of Section 7702 of the Code.

AMENDMENT #15

(hereafter called the “AMENDMENT”)

Effective June 1, 2017

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CGA22

Reinsurer Reference: 11438-00-00

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

RGA REINSURANCE COMPANY

Chesterfield, Missouri

NAIC Number 93572

FEIN 431235868

(hereafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective June 1, 2017 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective June 1, 2017:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kimberly Annon	By:	/s/ Cheryl Tobin
	Kimberly Annon		Cheryl Tobin
	Assistant Vice President		Vice President, Assistant Secretary
	Life Reinsurance		Legal
Date:	10/29/17		10/31/17
RGA REINSURANCE COMPANY
By:	/s/ Joel Phillips	By:	/s/ Julie A. Decker
	VP & Actuary		VP & Managing Actuary
Date:	October 26, 2017		10/26/2017

AMENDMENT #16

(hereafter called the “AMENDMENT”)

Effective September 25, 2017

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CGA22

Reinsurer Reference: 11438-00-00

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

RGA REINSURANCE COMPANY

Chesterfield, Missouri

NAIC Number 93572

FEIN 431235868

(hereafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective September 25, 2017 to revise and replace Article XI — Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term, Reduced Paid-Up Insurance and Policy Split Options in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective September 25, 2017:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kimberly Annon	By:	/s/ Cheryl Tobin
	Kimberly Annon		Cheryl Tobin, Vice President
	Assistant Vice President		Assistant Secretary
	Life Reinsurance		Legal
Date:	11/27/17		11/28/17
RGA REINSURANCE COMPANY
By:	/s/ Joel Phillips	By:	(illegible)
	VP & Actuary
Date:	11-20-2017		11-20-2017

Article XI

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options

A.Policy Changes

“Policy changes” refers to the variety of actions that may be made to a policy after issue.  These actions include, but are not limited to, replacements, changes in plans or a change in the face amount of the policy.  If there is a change to the reinsurance on a reinsured policy, the CEDING COMPANY will inform the REINSURER in the subsequent Changes and Terminations Report specified in Exhibit E.

Except as provided in this Article, whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines do not require that full evidence of insurability be obtained, the reinsurance will remain in effect with the REINSURER, whether the change is made before or after any cancellation of this AGREEMENT for new business.  The duration will be measured from the effective date of the original reinsured policy.

Whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines require that full evidence of insurability be obtained, any increase or policy reissue that requires full evidence will be treated as new business and will be reinsured under the terms of the pool in place at the time for new business.

Policy changes to reinsured policies will be subject to the REINSURER’s prior written approval, if:

a)The new ultimate face amount of the policy would be in excess of the Automatic Binding Limits in effect at the time of the change, as set out in Exhibit D; or

b)The new ultimate face amount of the policy and the amount already in force on the same life exceeds the Jumbo Limits stated in Exhibit D; or

c)The policy was reinsured on a facultative basis; or

d)First year premium rates and allowances (if applicable) as specified in Exhibit C will apply to the amount underwritten for a non-contractual increase; or

e)Evidence of insurability is not obtained if required in the CEDING COMPANY’s underwriting guidelines.

B.Lapses

When a policy issued by the CEDING COMPANY lapses, the corresponding reinsurance on the reinsured policy will be terminated effective the same date.  Unless specified otherwise in this AGREEMENT, if a policy fully retained by the CEDING COMPANY lapses, the terms of Article X will apply.

If a policy issued by the CEDING COMPANY lapses and extended term insurance is elected under the terms of that policy, the corresponding reinsurance on the reinsured policy will continue on the same basis as the original reinsured policy until the expiry of the extended term period.

If a policy issued by the CEDING COMPANY lapses and reduced paid-up insurance is elected under the terms of that policy, the amount of the corresponding reinsurance on the reinsured policy will be reduced according to the terms of Article X.

If the CEDING COMPANY allows the policy to remain in force under its automatic premium loan regulations, the corresponding reinsurance on the reinsured policy will continue unchanged and in force as long as such regulations remain in effect, except as otherwise provided in this AGREEMENT.

C.Reinstatements

Any policy originally reinsured in accordance with the terms and conditions of this AGREEMENT by the CEDING COMPANY may be automatically reinstated with the REINSURER as long as the policy is reinstated in accordance with the terms and rules of the CEDING COMPANY.  Any policy originally reinsured with the REINSURER on a facultative basis which has been in a lapsed status for more than ninety (90) days must be submitted with underwriting requirements and approved by the REINSURER before it is reinstated.  The CEDING COMPANY will pay the REINSURER its share of amounts collected or charged for the reinstatement of such policies.

Article XI

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options, continued

D.Exchanges (Contractual and Non-Contractual)

Exchanges will be reinsured under this AGREEMENT only if the original policy was reinsured with the REINSURER; the amount of reinsurance under this AGREEMENT will not exceed the amount of the reinsurance on the original policy with the REINSURER immediately prior to the exchange.  Premiums will be determined as follows:

1.If any business covered under this AGREEMENT is subsequently exchanged to any other plan reinsured by the REINSURER, then such business shall be reinsured at the rates as shown in the AGREEMENT covering the new plan.  Rates and allowances or pay percentages applicable to the new plan will be determined at point in scale based on the original policy that is being exchanged.  If the AGREEMENT including the new rates requires policy fees, then they shall also apply to the new plan.

2.If any business covered under this AGREEMENT is subsequently exchanged to a plan not reinsured by the REINSURER, then such business shall continue to be reinsured as if the exchange did not occur, provided that no new health evidence is obtained.

3.A policy resulting from an internal exchange or replacement will be underwritten by the CEDING COMPANY in accordance with its underwriting guidelines, standards and procedures for exchanges and replacements and issued in accordance with applicable state laws and regulations, including those regarding suicide exclusions and contestability periods.  If the CEDING COMPANY’s guidelines treat the policy as new business, then the reinsurance will also be considered new business.  For purposes of this Article, new business is defined as those policies on which the CEDING COMPANY has obtained complete and current underwriting evidence on the full amount.

E.Extended Term and Reduced Paid-Up Insurance

Changes as a result of extended term or reduced paid-up insurance will be handled like reductions.

F.Policy Split Option Riders

Split Option Rider (R94-PSO and R03-PSO):  This rider provides owners of a joint life policy the option to split the policy into single life policies.  The split requires underwriting approval and is subject to full evidence of insurability.  The split may be unequal, but the sum of the face amounts of the new policies may not exceed the total face amount of the original joint life policy.  The resulting single life policies will be treated like new business, ceded in accordance with and subject to the provisions for new business under this AGREEMENT. The CEDING COMPANY pays no reinsurance premium for the rider itself.  Regular new business reinsurance premium will apply to the split policy.

Enhanced Policy Split Option Rider (R94-EPSO, R96-EPSO and R03-ESO):  This rider provides owners of a JLS policy the option to split the policy into single life policies.  Evidence of insurability is not required, but the split may be exercised only within 90 days following a change in the Federal Estate Tax Law, as defined in the rider policy form.  The face amount of each new policy cannot exceed 50% of the original joint life policy.  Reinsurance for the new individual policies will be reinsured under this AGREEMENT with rates and allowances or pay percentages applicable to the new plans determined using point in scale rates from the original policy issue date.

Enhanced Policy Split Option Rider (R17-ESO):  This rider provides owners of a JLS policy the option to split the policy into single life policies.  Evidence of insurability is not required, but the split may be exercised within 365 days following an Exchange Event, as defined in the rider policy form.  The face amount of each new policy will be an amount up to one-half of the policy’s current eligible coverage.  Reinsurance for the new individual policies will be reinsured under this AGREEMENT with rates and allowances or pay percentages applicable to the new plans determined using point in scale rates from the original policy issue date.

NOTE:An original date policy Reissue will not be treated as a continuation of the original policy.  It will be treated as a new policy and the original policy will be treated as Not Taken.  All premiums previously paid to the REINSURER for the original policy will be refunded to the CEDING COMPANY.  All premiums will be due on the new policy from the original issue date of the old policy.

NOTE:Re-entry, e.g., wholesale replacement and similar programs are not covered under this Article.  If Re-entry is applicable to this treaty, then it will be covered under the Premiums Exhibit.

AMENDMENT #17

(hereafter called the “AMENDMENT”)

Effective April 9, 2012

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CGA22

Reinsurer Reference: 11438-00-00

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

RGA REINSURANCE COMPANY

Chesterfield, Missouri

NAIC Number 93572

FEIN 431235868

(hereafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective April 9, 2012 to update the Issue Age ranges for the risk classes reflected in Exhibit C.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective April 9, 2012:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kimberly Annon	By:	/s/ Cheryl Tobin
	Kimberly Annon		Cheryl L. Tobin
	Assistant Vice President, Life Reinsurance		Vice President & Counsel
Date:	1/28/19		1/29/19
RGA REINSURANCE COMPANY
By:	/s/ Joel Phillips	By:	(illegible)
	Joel Phillips		VP & Managing Actuary
	VP & Actuary
Date:	1/28/19		1/28/2019

EX-99.(7)(B)

Exhibit 99.(7)(b)

CEDING COMPANY Treaty ID CNA30

REINSURER Reference  I97757US-09

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereinafter called the AGREEMENT)

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

Hartford, Connecticut

NAIC Number 82627

FEIN 060839705

(hereinafter called the REINSURER)

This AGREEMENT is Effective December 1, 2008

Table of Contents

Article Number	Article Description	Page Number
I	Automatic Coverage	4
II	Facultative Reinsurance	6
III	Special Program Reinsurance	7
IV	Premiums	9
V	Administration	10
VI	Reserves	12
VII	DAC Tax Regulations	13
VIII	Errors and Omissions	14
IX	Expense of Original Policy	15
X	Changes in Retention and Recapture Privileges	16
XI	Terminations and Reductions	18
XII	Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term, Reduced Paid-Up Insurance and Policy Split Options	19
XIII	Liability	21
XIV	Claims	23
XV	Dispute Resolution and Arbitration	26
XVI	Insolvency	28
XVII	Right to Inspect	30
XVIII	Duration of AGREEMENT	31
XIX	Increasing Net Amount at Risk Policies and Riders	32
XX	Temporary Insurance Agreement	34
XXI	Offset	35
XXII	Confidentiality	36
XXIII	Representations	37
XXIV	Parties to the AGREEMENT	39
XXV	Construction	40
XXVI	Severability	41
XXVII	Non Waiver; Retrocession	42
XXVIII	Survival; Governing Law	43
XXIX	Execution of AGREEMENT	44

	Exhibit
A	Limits of Retention
A-1	Business Guidelines
B	Basis of Reinsurance and Policy Plans Reinsured
C	Premiums
C-1	Rate Tables - Single Life
C-2	Rate Tables - Joint Life
C-3	Rate Tables - Magnastar
C-4	Joint Last Survivor Mortality Calculation
D	Limits
E	Reinsurance Reports
F	Sample Policy Exhibit
G	Temporary Insurance Agreement
H	International Risk Guidelines

Reinsurance required by the CEDING COMPANY will be assumed by the REINSURER as described in the terms of this AGREEMENT.  This AGREEMENT applies to all directly issued insurance policies and supplemental benefits and riders listed in Exhibit B.  This AGREEMENT covers business issued only where the CEDING COMPANY is duly licensed.  Each fully underwritten Reinsured Policy at the time of original policy issue, other than internal replacements, must provide for the maximum periods of suicide and contestability protection permitted by applicable law.

This reinsurance AGREEMENT constitutes the entire agreement between the parties with respect to the business being reinsured hereunder and there are no understandings between the parties other than as expressed in this AGREEMENT.  The AGREEMENT will be binding upon the parties hereto and their respective successors and assigns including any rehabilitator, conservator, liquidator or statutory successor of either party.

Any change or modification to this AGREEMENT is null and void unless made by amendment to this AGREEMENT and signed by both parties.

Article I

Automatic Coverage

A.Reinsurance hereunder will be ceded automatically by the CEDING COMPANY on an excess of retention basis as shown in Exhibits A, B and D, and will be reported to the REINSURER according to the terms in Exhibit E.

B.The CEDING COMPANY may cede and the REINSURER will automatically accept reinsurance, if all of the following conditions are met for each life:

1.The CEDING COMPANY has retained its maximum limit of retention as shown in Exhibit A.

2.The Policy Plans reinsured are shown in Exhibit B.

3.The total of the new ultimate face amount of reinsurance required, including any contractual increases and the amount already reinsured on that life under this AGREEMENT and all other life agreements between the REINSURER and the CEDING COMPANY, does not exceed the Automatic Binding Limits as shown in Exhibit D.

4.The total new ultimate face amount of insurance, including any contractual increases on that life in force with all companies, including the CEDING COMPANY, does not exceed the Jumbo Limits as shown in Exhibit D.

5.The CEDING COMPANY has not made facultative application on the current life to any reinsurer within the last five (5) years unless the reason for prior facultative submission was solely for capacity that may now be accommodated within the terms of this AGREEMENT, or unless the case was issued and reinsured standard or subsequently rerated to standard.

6.The risk is a permanent resident of the United States, Canada, Puerto Rico or Guam.

7.Other than as agreed to by the REINSURER in writing, the policy is not purchased, to the knowledge of the CEDING COMPANY, as part of a third party investment program where such third party lacks an insurable interest in the insured or where such third party is engaging in insurance arbitrage.  It is understood that the REINSURER has already signed off on the CEDING COMPANYs procedures in this regard.

8.The CEDING COMPANY applies its normal business guidelines as outlined in Exhibit A-1, on all policies.

9.The REINSURER acknowledges that foreign travel policy application questions may not be used if prohibited by law.

Article I

Automatic Coverage, continued

For purposes of this Article, “ultimate face amount” will mean the projected maximum policy face amount that could be reached based on reasonable assumptions made about the policy.

Upon request, the CEDING COMPANY will provide the REINSURER copies of the application, underwriting papers and other information pertaining to any automatic cession under this AGREEMENT.

Article II

Facultative Reinsurance

A.The CEDING COMPANY will have the option to submit any case facultatively which it does not wish to cede automatically or which it may not cede automatically under the provisions of Article I.  If a policy that qualifies for automatic reinsurance is submitted to the REINSURER for consideration, the policy will be treated as if proposed on a facultative basis.

B.The CEDING COMPANY will send copies of the original applications, all medical reports, inspection reports, attending physician’s statement and any additional information pertinent to the insurability of the risk.

C.The CEDING COMPANY will also notify the REINSURER of any underwriting information requested or received after the initial request for reinsurance is made.  For policies which contain automatic increase provisions, the CEDING COMPANY will inform the REINSURER of the highest risk amount, anticipated over the lifetime of the policy for which reinsurance is being requested.

D.On a timely basis, the REINSURER will submit a written decision.  In no case will the REINSURER’s offer on facultative submissions be open after 120 days have elapsed from the date of the REINSURER’s offer to participate in the risk.  Acceptance of the offer during the lifetime of the insured, and delivery of the policy according to the rules of the CEDING COMPANY must occur within 120 days of the final reinsurance offer. The CEDING COMPANY will notify the REINSURER on the New Business Report specified in Exhibit E. Unless the REINSURER explicitly states in writing that the final offer is extended, the offer will be automatically withdrawn at the end of day 120.

E.The REINSURER will not be liable for proceeds paid under the CEDING COMPANY’s conditional receipt or temporary insurance agreement for risks submitted on a facultative basis except as provided in Article XX.

F.The Policy Plans reinsured are shown in Exhibit B.

G.The CEDING COMPANY may cede Waiver of Premium only if reinsurance for the benefit is specifically requested in the facultative submission and an offer by the REINSURER is subsequently made and accepted by the CEDING COMPANY.

H.The reinsurance rates for facultative business will be the same as for automatic business.

Article III

Special Program Reinsurance

Any policy which the CEDING COMPANY does not cede automatically under the provisions of Article I and has not submitted facultatively under the provisions of Article II, may be ceded automatically to the REINSURER under the provisions of this article if all of the following conditions are satisfied:

·The policy under consideration for this program cannot also be submitted facultative nor should it ever have been submitted facultatively.

·The risk is a permanent resident of the United States or Canada.

·The policy is not a conversion, group conversion, internal rollover or the result of an exchange program.

·There is no evidence of aviation (other than as a fare-paying passenger on commercial airlines) except if the policy is issued with Aviation Exclusion Rider, hazardous avocations, excessive alcohol or illicit drug use.

·The policy face amount is at least $100,000.

·The risk is conventionally underwritten according to the CEDING COMPANY’s underwriting guidelines.

·The sum of the amount already in force and applied for on that life, in all companies, does not exceed the Jumbo Limit as shown in Exhibit D.

·If a policy is backdated for age, all limits apply for the backdated age.

SINGLE LIFE

·The CEDING COMPANY retains 50%, not to exceed the CEDING COMPANY’s maximum retention as shown in Exhibit A.

·The maximum single life policy face amount is $6,500,000 per life for ages 0 to 70.

·The REINSURER will accept 50% of each risk.  Once the CEDING COMPANY is fully retained the REINSURER will accept no more risk on the life.

·Issue age is 0 to 70 years.

·Any rating does not exceed Table D using the CEDING COMPANY’s normal underwriting guidelines.

JOINT LIFE

Joint life policies and policies with spouse riders may be reinsured under this program, subject to the following rules:

·The CEDING COMPANY retains 50%, not to exceed the CEDING COMPANY’s maximum retention as shown in Exhibit A.

·The maximum joint life policy face amount is $10,000,000 per life for ages 18 to 70.

·The REINSURER will accept 50% of each risk.  Once the CEDING COMPANY is fully retained the REINSURER will accept no more risk on the life.

·One life must be Table D or better using the CEDING COMPANY’s normal underwriting guidelines.  The other life can be above Table D to a maximum of Table H using the CEDING COMPANY’s normal underwriting guidelines, but that life’s rating should not be reduced.

·One life uninsurable is available using single life limits.

·Table reductions as described above may be applied to one life only.

·Both lives must be between 18 and 70, inclusive.

·Retention is based on the younger of the two ages on a joint life policy.

For policies qualifying under this program, the CEDING COMPANY may reduce any table rating as shown below:

Condition	Maximum Table Reduction*
Ages 0-60	3 Tables
Ages 61-70	2 Tables
Risk Factor Credits	1-2 Tables
Maximum (Discount + Credit) Reduction	4 Tables

* Flat extras may be converted into table reductions at $2.50 per table.

Article III

Special Program Reinsurance, continued

Rates for reinsurance ceded under this program will be those described in Exhibit C with an additional factor of 138% applied to the standard rates for single life and an additional factor of 119% applied to the standard rates for both lives of a joint life policy.  These factors apply regardless of the smoker status.  Preferred (Select) nonsmoker status is not available for single lives.

Article IV

Premiums

A.Plans of insurance listed in Exhibit B will be reinsured on the yearly renewable term basis with the REINSURER participating only in mortality risks (not cash values, loans, dividends or other features specific to permanent policies).  The mortality risk shall be the net amount at risk (“NAR”) on that portion of the policy which is reinsured with the REINSURER.

B.Premiums for Life Reinsurance and reinsurance of Supplemental Benefits will be based on the rates and allowances described in Exhibit C.  All payments due under this AGREEMENT will be made in U.S. Dollars.

C.Premiums will be increased by any flat extra premium charged the insured on the face amount initially reinsured described in Exhibit C.

D.There will be no premium tax reimbursement.

E.The CEDING COMPANY will take credit, without interest, for any unearned premiums arising due to reductions, cancellations or death claims.  The unearned premiums refunded will be net of allowances and policy fees, if applicable.

F.The reinsurance rates shown in Exhibit C are guaranteed for one year and the REINSURER anticipates continuing to accept premiums on the basis of these rates indefinitely.  In subsequent years, the REINSURER reserves the right to increase such rates provided, however, that:

1.The reinsurance rates may not be increased above the statutory net valuation premium applicable to the reinsured policies after such increase,

2.The reinsurance rates may, at the REINSURER’s option, be increased to the extent required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY with respect to the reinsured policies.

If the REINSURER exercises its right to increase reinsurance rates under this AGREEMENT in an amount greater than that required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY for the reinsured policies, the CEDING COMPANY may recapture all of the reinsured policies in accordance with the provisions of Article X, Change in Retention and Recapture Privileges.

G.Reinsurance premiums are due as long as reinsurance is in force.

Article V

Administration

A.The CEDING COMPANY will administer the records for the reinsurance ceded to the REINSURER under this AGREEMENT.  The CEDING COMPANY will furnish monthly statements to the REINSURER which contain the following information:

1.A list of all premiums due for the current month, identifying each policy and explaining the reasons for each premium payment.

2.Premium subtotals adequate for the REINSURER to use for its premium accounting including first year, renewal year, automatic and facultative totals.

3.             A list of new business, terminations and changes for the current month.  For new business and changes, the CEDING COMPANY must identify the reinsurance agreement and provide information adequate for the REINSURER to establish reserves, check retention limits and check premium calculations.  In addition, the effective date of each transaction will be provided in the Changes and Terminations Report.  If the change is a conversion or replacement the attained age and duration will be provided, along with the original policy number and original policy issue date.

4.Totals for in force, new business, changes and each type of termination, as of the end of the month. “Totals” refer to the number of policies reinsured and the net amount at risk reinsured.  For bordereau business see sample Policy Exhibit in Exhibit F.

5.Any adjustments made necessary by changes in reinsurance effective during a previous accounting period will also be reported.

In addition, the CEDING COMPANY must provide the REINSURER with an in force listing of reinsured business on a quarterly basis.  This in force listing must contain information adequate for the REINSURER to audit its in force records.  See Exhibit E.

Additional reporting requirements are listed in Exhibit E.

B.If the CEDING COMPANY chooses to report its reinsurance transactions via electronic media, the CEDING COMPANY shall consult with the REINSURER to determine the appropriate reporting format. Should the CEDING COMPANY subsequently desire to make changes in the data format or the code structure, the CEDING COMPANY shall communicate such changes to the REINSURER prior to the use of such changes in reports to the REINSURER.

C.The monthly statements shall be furnished to the REINSURER within thirty days following the close of each month and will be accompanied by payment of any net amount due the REINSURER.  All premiums not paid within sixty (60) days of the due date, defined as each policy’s 12-month anniversary, will be in default.

D.Claims submitted for Waiver of Premium or Waiver of Charges will be reported and netted against monthly billings.

E.Premium for new business, terminations and changes are due at the end of the month in which the transaction occurs and cover the period from the transaction date to the end of the calendar quarter.  Continuing premium is due for a calendar quarter period at the end of the first month of the calendar quarter except for any policy having its anniversary within that calendar quarter.  Continuing premium for such policies is payable in two segments.  Premium from the beginning of the calendar quarter to the policy anniversary is due at the end of the first month of the calendar quarter.  Premium from the policy anniversary to the end of the calendar quarter is due at the end of the anniversary month.  The quarterly premium is based on the annual premium divided by four (4).

Article V

Administration, continued

F.Premiums or other amounts remaining unpaid for more than 30 days from the due date as specified in Exhibit E or otherwise required will accrue interest from the due date at a rate equal to the Three Month London Interbank Offering Rate (LIBOR) as published in the Wall Street Journal (or if not available, a comparable publication) on the due date or, if the due date is not a business day, on the next business day after the due date, plus 50 basis points per annum to be compounded and adjusted every three months after such due date.

G.The payment of reinsurance premiums is a condition to the liability of the REINSURER for reinsurance provided by this AGREEMENT.  If reinsurance premiums are not paid within 60 days of the due date, the REINSURER may terminate reinsurance for all reinsured policies having reinsurance premiums in arrears.  If the REINSURER elects to terminate any reinsured policies after such 60 day period, it will then give the CEDING COMPANY at least 15 days’ prior written notice of its intention to terminate such reinsurance.  If all reinsurance premiums in arrears, including any which may become in arrears during such 15 day notice period, are not paid before the end of the notice period, the REINSURER’s obligations for those reinsured policies will be limited to obligations relating to events arising on or before the last date for which reinsurance premiums have been paid in full for each reinsured policy.

The REINSURER’s right to terminate reinsurance will not prejudice its right to collect premiums and interest for the period reinsurance was in force, through and including the 15 day notice period.

The CEDING COMPANY may not force termination through the non-payment of reinsurance premiums to avoid the AGREEMENT’s requirements or to transfer the reinsured policies to another party.

Article VI

Reserves

A.The CEDING COMPANY agrees to post on its books any deficiency reserves on the coverage reinsured under this AGREEMENT.  No deficiency reserves will be held by the Reinsurer for the Reinsured Policies.

B.Credit for Reserves:  The parties intend that the CEDING COMPANY will receive statutory reserve credit in its state of domicile for reinsurance provided under this AGREEMENT.  The parties agree to use reasonable efforts to ensure that such reserve credit will remain available to the CEDING COMPANY.

Article VII

DAC Tax Regulations

The CEDING COMPANY and the REINSURER hereby agree to the following pursuant to Section 1.848-2(g)(8) of the Income Tax Regulations issued December 29, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended (“Code”).

1.The term “party” will refer to either the CEDING COMPANY or the REINSURER as appropriate.

2.The terms used in this Article are defined by reference to Treasury Regulation Section 1.848-2 in effect as of December 29, 1992.  The term “net consideration” will refer to net consideration as defined in Treasury Regulation Section 1.848-2(f).

3.The party with the net positive consideration for this AGREEMENT for each taxable year will capitalize specified policy acquisition expenses with respect to this AGREEMENT without regard to the general deductions limitation of Code Section 848(c)(1).

4.The CEDING COMPANY and the REINSURER agree to exchange information pertaining to the amount of net consideration under this AGREEMENT each year to ensure consistency.  The CEDING COMPANY and the REINSURER also agree to exchange information which may be otherwise required by the Internal Revenue Service.

5.The CEDING COMPANY and the REINSURER will each attach a schedule to their respective federal income tax returns filed for the first taxable year for which this DAC Tax Election is effective.  Such schedule will identify the AGREEMENT as a reinsurance agreement for which the DAC Tax Election under Regulation Section 1.848.2(g)(8) has been made.  This DAC Tax Election will be effective for the first taxable year in which this AGREEMENT is effective and for all years for which this AGREEMENT remains in effect.

6.The CEDING COMPANY and the REINSURER represent and warrant that each is respectively subject to U.S. taxation under either the provisions of subchapter L of Chapter 1 or the provisions of subpart F of subchapter N of Chapter 1 of the Code.

Article VIII

Errors and Omissions

Any unintentional or accidental failure to comply with the terms of this AGREEMENT which can be shown to be the result of an oversight or clerical error relating to the administration of reinsurance by either party will not constitute a breach of this AGREEMENT.  It is expressly understood and agreed that if failure to comply with any terms of this AGREEMENT is hereby shown to be unintentional or the result of misunderstanding or oversight on the part of either the CEDING COMPANY or the REINSURER, both the CEDING COMPANY and the REINSURER shall be restored to the position they would have occupied had no such error or oversight occurred, subject always to the correction of the error or oversight.  Should it not be possible to restore both parties to this position, the party responsible for the oversight or clerical error will be responsible for any resulting liabilities and expenses.  The REINSURER will not be responsible for deliberate or wrongful acts of the CEDING COMPANY.

In the event a payment is corrected, the party receiving the payment may charge interest at a rate equal to the Three Month London Interbank Offering Rate (LIBOR) as published in the Wall Street Journal (or if not available, a comparable publication) on the due date or, if the due date is not a business day, on the next business day after the due date, plus 50 basis points per annum to be compounded and adjusted every three months after such due date.

This provision will not apply to the administration of the insurance provided by the CEDING COMPANY to its insureds.

If CEDING COMPANY has failed to cede reinsurance as provided under this AGREEMENT or has failed to comply with reporting requirements with respect to business ceded hereunder, the REINSURER may require the CEDING COMPANY to audit its records for similar errors and take reasonable actions necessary to correct errors and avoid similar errors.  Failing prompt correction, the REINSURER may limit its liability to the correctly reported reinsured policies.

Article IX

Expense of Original Policy

The CEDING COMPANY will bear the expense of all medical examinations, inspection fees and other charges incurred in connection with the original policy.

Apart from any taxes, allowances, refunds, and expenses specifically referred to in this AGREEMENT, no assessments by guaranty associations or comparable organizations, taxes, allowances, or expenses will be paid by the REINSURER to the CEDING COMPANY for any reinsured policy.

Article X

Changes in Retention and Recapture Privileges

A.If, at any time, the CEDING COMPANY changes its existing retention limits, as shown in Exhibit A, written notice of the change will be given to the REINSURER at least 90 days prior to the effective date.  The CEDING COMPANY may not reinsure the retained amounts specified in Exhibit A on any basis without the REINSURER’s prior written consent.

Changes to the CEDING COMPANY’s retention limits in Exhibit A will not affect the reinsured policies in force at the time of such a change except as specifically provided for elsewhere in this AGREEMENT, and will not affect the Automatic Binding Limits in Exhibit D unless mutually agreed in writing by the CEDING COMPANY and the REINSURER.

If the CEDING COMPANY decreases its retention limits, no reinsurance may be ceded on an automatic basis until the parties have reviewed and either expressly affirmed or revised the Automatic Binding Limits set out in Exhibit D.

B.The CEDING COMPANY may apply the new limits of retention to existing reinsurance and reduce and recapture reinsurance in force in accordance with the following rules:

1.The CEDING COMPANY will notify the REINSURER of its intent to recapture at least ninety (90) days prior to any recaptures.

2.No recapture will be made unless reinsurance has been in force ten (10) years.

3.Recapture will become effective on the policy anniversary date following notification of the CEDING COMPANY’s intent to recapture.

4.No recapture will be made unless the CEDING COMPANY retained its maximum limit of retention for the plan, age and mortality rating at the time the policy was issued as shown in Exhibits A and D.  No recapture will be allowed in any class of fully reinsured business.

5.If any reinsurance is recaptured all reinsurance eligible for recapture under the provisions of this Article must be recaptured.  In addition, all life risks reinsured under any other reinsurance agreement between the REINSURER and the CEDING COMPANY which are eligible for recapture must be similarly recaptured.

6.If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied to each company in proportion to the total outstanding reinsurance.

7.Other than as respects catastrophe or financial reinsurance arrangements, the CEDING COMPANY will retain all recaptured risks.

8.The CEDING COMPANY shall first recapture business that was ceded on an excess basis, then may recapture quota share business; however, the CEDING COMPANY must have retained its full retention at the time of issue on the quota share business.

9.No recapture will occur if the CEDING COMPANY has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention.

Article X

Changes in Retention and Recapture Privileges, continued

C.If the REINSURER increases reinsurance rates in accordance with item F of Article IV, Premiums, the CEDING COMPANY may reserve the right to recapture by giving 90 days’ prior notice.  Should the CEDING COMPANY decide to exercise this right, it may recapture all of the reinsured policies on which reinsurance rates have been increased, regardless of the reinsured policies’ duration in force. In the event of recapture under this provision, unearned premium, net of any outstanding balances, will be paid by the party with the positive balance, all determined as of the effective date of the recapture.

No recapture fee will be payable should this occur.

D.Effective as of the recapture date, the REINSURER will not be liable for any eligible business which was overlooked.  The parties’ obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the recapture date.

E.If there is a Waiver of Premium claim (“WP”) in effect with respect to a reinsured policy when recapture takes place, the WP claim will stay in effect and the REINSURER will continue to pay its share of the WP claim until such claim terminates.  During such period, the REINSURER will not be liable for any other benefits with respect to the reinsured policy, including the basic life risk, which are eligible for recapture.  All eligible benefits will be recaptured as if there was no WP claim.

F.In the event of recapture, the REINSURER shall refund unearned premium (if any) to the CEDING COMPANY.  Any other amounts due and unpaid would also be paid on time.

G.In applying its increased Retention Limit to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company’s increased retention.  The amount of reinsurance eligible for recapture will be the difference between the amount originally retained and the amount the CEDING COMPANY would have retained had the new retention been in effect at the time of issue.  The amount of reinsurance eligible for recapture will be determined based on the reinsurance net amount at risk as of the date of recapture.  If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance.

Article XI

Terminations and Reductions

Terminations or reductions will take place in accordance with the following rules, in order of priority:

1.The CEDING COMPANY must keep its initial or recaptured retention on the policy.

2.Termination or reduction of a wholly reinsured policy will not affect other reinsurance in force.

3.A termination or reduction on a wholly retained case will cause an equal reduction in existing automatic reinsurance with the oldest policy being reduced first.

4.A termination or reduction will be made first to reinsurance of partially reinsured policies with the oldest policy being reduced first.

5.If the policies are reinsured with multiple reinsurers, the reinsurance will be reduced by the ratio of the amount of reinsurance in each company to the total outstanding reinsurance on the risk involved.

6.A reduction to one of the CEDING COMPANY’s policies not reinsured hereunder will require that the CEDING COMPANY maintain its retention as specified in Exhibit A of this AGREEMENT.

Article XII

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options

A.Policy Changes

“Policy changes” refers to the variety of actions that may be made to a policy after issue.  These actions include, but are not limited to, replacements, changes in plans or a change in the face amount of the policy.  If there is a change to the reinsurance on a reinsured policy, the CEDING COMPANY will inform the REINSURER in the subsequent Changes and Terminations Report specified in Exhibit E.

Except as provided in this Article, whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines do not require that full evidence of insurability be obtained, the reinsurance will remain in effect with the REINSURER, whether the change is made before or after any cancellation of this AGREEMENT for new business.  The duration will be measured from the effective date of the original reinsured policy.

Whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines require that full evidence of insurability be obtained, any increase or policy reissue that requires full evidence will be treated as new business and will be reinsured under the terms of the pool in place at the time for new business.

Policy changes to reinsured policies will be subject to the REINSURER’s prior written approval, if:

a)The new ultimate face amount of the policy would be in excess of the Automatic Binding Limits in effect at the time of the change, as set out in Exhibit D; or

b)The new ultimate face amount of the policy and the amount already in force on the same life exceeds the Jumbo Limits stated in Exhibit D; or

c)The policy was reinsured on a facultative basis; or

d)First year premium rates and allowances (if applicable) as specified in Exhibit C will apply to the amount underwritten for a non-contractual increase; or

e)Evidence of insurability is not obtained if required in the CEDING COMPANY’s underwriting guidelines.

B.Lapses

When a policy issued by the CEDING COMPANY lapses, the corresponding reinsurance on the reinsured policy will be terminated effective the same date.  Unless specified otherwise in this AGREEMENT, if a policy fully retained by the CEDING COMPANY lapses, the terms of Article XI will apply.

If a policy issued by the CEDING COMPANY lapses and extended term insurance is elected under the terms of that policy, the corresponding reinsurance on the reinsured policy will continue on the same basis as the original reinsured policy until the expiry of the extended term period.

If a policy issued by the CEDING COMPANY lapses and reduced paid-up insurance is elected under the terms of that policy, the amount of the corresponding reinsurance on the reinsured policy will be reduced according to the terms of Article XI.

If the CEDING COMPANY allows the policy to remain in force under its automatic premium loan regulations, the corresponding reinsurance on the reinsured policy will continue unchanged and in force as long as such regulations remain in effect, except as otherwise provided in this AGREEMENT.

Article XII

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options, continued

C.Reinstatements

Any policy originally reinsured in accordance with the terms and conditions of this AGREEMENT by the CEDING COMPANY may be automatically reinstated with the REINSURER as long as the policy is reinstated in accordance with the terms and rules of the CEDING COMPANY.  Any policy originally reinsured with the REINSURER on a facultative basis which has been in a lapsed status for more than ninety (90) days must be submitted with underwriting requirements and approved by the REINSURER before it is reinstated.  The CEDING COMPANY will pay the REINSURER its share of amounts collected or charged for the reinstatement of such policies.

D.Exchanges (Contractual and Non-Contractual)

Exchanges will be reinsured under this AGREEMENT only if the original policy was reinsured with the REINSURER; the amount of reinsurance under this AGREEMENT will not exceed the amount of the reinsurance on the original policy with the REINSURER immediately prior to the exchange.  Premiums will be determined as follows:

1If any business covered under this AGREEMENT is subsequently exchanged to any other plan reinsured by the REINSURER, then such business shall be reinsured at the rates as shown in the AGREEMENT covering the new plan.  Rates and allowances or pay percentages applicable to the new plan will be determined at point in scale based on the original policy that is being exchanged.  If the AGREEMENT including the new rates requires policy fees, then they shall also apply to the new plan.

2.If any business covered under this AGREEMENT is subsequently exchanged to a plan not reinsured by the REINSURER, then such business shall continue to be reinsured as if the exchange did not occur, provided that no new health evidence is obtained.

3.A policy resulting from an internal exchange or replacement will be underwritten by the CEDING COMPANY in accordance with its underwriting guidelines, standards and procedures for exchanges and replacements.  If the CEDING COMPANY’s guidelines treat the policy as new business, then the reinsurance will also be considered new business.  For purposes of this Article, new business is defined as those policies on which the CEDING COMPANY has obtained complete and current underwriting evidence on the full amount.

E.Extended Term and Reduced Paid-Up Insurance

Changes as a result of extended term or reduced paid-up insurance will be handled like reductions.

F.Policy Split Option Riders

Split Option Rider (R94-PSO and R03-PSO):  This rider provides owners of a joint life policy the option to split the policy into single life policies.  The split requires underwriting approval and is subject to full evidence of insurability.  The split may be unequal, but the sum of the face amounts of the new policies may not exceed the total face amount of the original joint life policy.  The resulting single life policies will be treated like new business, ceded in accordance with and subject to the provisions for new business under this AGREEMENT. The CEDING COMPANY pays no reinsurance premium for the rider itself.  Regular new business reinsurance premium will apply to the split policy.

Enhanced Policy Split Option Rider (R94-EPSO, R96-EPSO and R03-ESO):  This rider provides owners of a JLS policy the option to split the policy into single life policies.  Evidence of insurability is not required, but the split may be exercised only within 90 days following a change in the Federal Estate Tax Law, as defined in the rider policy form.  The face amount of each new policy cannot exceed 50% of the original joint life policy.

NOTE:An original date policy Reissue will not be treated as a continuation of the original policy.  It will be treated as a new policy and the original policy will be treated as Not Taken.  All premiums previously paid to the REINSURER for the original policy will be refunded to the CEDING COMPANY.  All premiums will be due on the new policy from the original issue date of the old policy.

NOTE:Re-entry, e.g., wholesale replacement and similar programs are not covered under this Article.  If Re-entry is applicable to this treaty, then it will be covered under the Premiums Exhibit.

Article XIII

Liability

A.This is an Indemnity Agreement solely between the REINSURER and the CEDING COMPANY.  The REINSURER’s liability to the CEDING COMPANY will be based on the terms of this AGREEMENT and not the reinsured policy.  In no instance will anyone other than the REINSURER or the CEDING COMPANY have any rights under this AGREEMENT, and the CEDING COMPANY will be and remain solely liable to any insured, policy owner, or beneficiary under any policy reinsured hereunder.

B.The liability for all automatic reinsurance as applicable to this AGREEMENT and accepted by the REINSURER under this AGREEMENT will commence simultaneously with that of the CEDING COMPANY.

C.The REINSURER will not be liable for proceeds paid under the CEDING COMPANY’s conditional receipt or temporary insurance agreement unless conditions for coverage under Article XX, Temporary Insurance Agreement, of this AGREEMENT are met.

D.Liability for all reinsurance submitted facultatively to the REINSURER will commence when all of the following conditions have been met:

1.The REINSURER’s offer has been accepted during the lifetime of the insured, and the CEDING COMPANY has properly documented its records to reflect this acceptance.

2.The policy has been delivered and paid for in accordance with the CEDING COMPANY’s facultative procedures.

3.No more than one-hundred twenty (120) days have elapsed from the date of the REINSURER’s final offer unless the REINSURER explicitly states in writing that the final offer is extended for some further period of time.

4.The REINSURER will have no liability for any application submitted for facultative consideration if the REINSURER declined facultative coverage or made an offer of coverage that was not accepted by the CEDING COMPANY as required by the terms of this AGREEMENT.

E.This AGREEMENT does not cover the following unless specified elsewhere:

1.Noncontractual conversions, replacements, exchanges or group conversions; or

2.Policies issued under a program where full current evidence of insurability consistent with the amount of insurance is not obtained, or where conventional selection criteria are not applied in underwriting the risk; or

3.Any conversion of a previously issued policy that had been reinsured with another reinsurer; or

4.Corporate, bank or other entity owned life insurance programs that are not fully underwritten.

F.Unless specified elsewhere in this AGREEMENT:

1.The REINSURER will not participate in any ex gratia payments made by the CEDING COMPANY  (i.e., payments the CEDING COMPANY is not required to make under the policy terms); and

2.The REINSURER will not share in any Extra Contractual Obligations (except as set forth in Article XVI).

Article XIII

Liability, continued

G.The liability of the REINSURER for all reinsurance under this AGREEMENT will cease simultaneously with the liability of the CEDING COMPANY and will not exceed the CEDING COMPANY’s contractual liability under the terms of its policies. Damages or other payments resulting from insolvency and attributable to the termination or restructure of the reinsured policies are not covered by this AGREEMENT.

Article XIV

Claims

A.The CEDING COMPANY is responsible for the settlement of claims in accordance with applicable law and policy terms.  It is a condition to the REINSURER’s obligation to pay a claim that the CEDING COMPANY promptly notify the REINSURER in writing, but in any event not later than 12 months, after the CEDING COMPANY receives notice of a claim on a reinsured policy.  When requesting payment, the CEDING COMPANY will provide to the REINSURER with a copy of the death certificate and proof of payment.  If the policy is contestable, or upon reasonable request by the REINSURER, the CEDING COMPANY will provide all papers in connection with the policy including the underwriting files and claim investigation.  The REINSURER shall pay its share of a payable claim in one lump sum, regardless of the mode of settlement under the reinsured policy.  The REINSURER will make payment to the CEDING COMPANY for each such claim.  The CEDING COMPANY, if notified, will notify the REINSURER of deaths that do not trigger policy benefits.

As a condition to the REINSURER’s obligation to pay a claim, before making a claim decision or settlement offer, the CEDING COMPANY will seek the REINSURER’s recommendation on such matters to the extent specified below:

1.The claim occurs during the contestable period and the CEDING COMPANY is not contesting the claim and the amount retained by the CEDING COMPANY is less than the amount reinsured with the REINSURER; or

2.The claim occurs outside of the United States or Canada; or

3.The claim is one for which there is no body, i.e., the insured is missing and presumed dead.

The REINSURER will promptly make a recommendation; failing such, the CEDING COMPANY may settle the claim without further consultation.

The REINSURER will be liable to the CEDING COMPANY for its share of the benefits owed under the express contractual terms of the Reinsured Policies and as specified under the terms of this AGREEMENT.  Benefit payments from the REINSURER will be due within 30 days of the claim satisfying the requirements established under this AGREEMENT.

B.The CEDING COMPANY will notify the REINSURER in writing of its intention to contest, compromise, or litigate a claim.  Unless it declines to be a party to such action, the REINSURER will pay its share of any settlement up to the maximum that would have been payable under the specific policy had there been no controversy plus its share of specific expenses, except as specified below.  If the REINSURER supports the decision to contest the claim, the CEDING COMPANY will promptly advise the REINSURER of all significant developments, including notice of legal proceedings (including, but not limited to, consumer complaints or actions by governmental authorities) initiated in connection with the contested claim.

If the CEDING COMPANY returns premiums to the policy owner or beneficiary as a result of misrepresentation, the REINSURER will refund net reinsurance premiums received on that policy to the CEDING COMPANY, without interest.

If the REINSURER declines to be a party to the contest, compromise, or litigation of a claim, it will pay its full share of the amount reinsured, as if there had been no contest, compromise, or litigation, and its proportionate share of covered expenses incurred to the date it notifies the CEDING COMPANY it declines to be a party.

The REINSURER will pay its share of reasonable investigation and legal expenses incurred in investigating, adjudicating or litigating a claim, except as otherwise provided in this AGREEMENT.  In no event will the following categories of expenses or liabilities be reimbursed:

Article XIV

Claims, continued

1.Routine investigative or administrative expenses;

2.Salaries of employees or other internal expenses of the CEDING COMPANY or the original issuing company;

3.Extra contractual damages, including punitive and exemplary damages;

4.Expenses incurred in connection with a dispute or contest arising out of conflicting or any other claims of entitlement to policy proceeds or benefits.

C.If the amount of insurance changes because of a misstatement of rate classification, the REINSURER’s share of reinsurance liability will change proportionately.  If the insured’s sex and/or birth date is misstated in the application, all policy benefits will be adjusted to be those that the premiums paid would have purchased using the correct sex and/or birth date.  Adjustments will be made to benefit amounts, expiration dates or other features of the policy.

D.For approved Waiver of Premium or Waiver of Cost benefit claims, the REINSURER will pay the CEDING COMPANY its portion of the amount of gross premiums waived by the CEDING COMPANY.

E.It is the CEDING COMPANY’s sole decision to determine whether to investigate, contest, compromise or litigate a claim; however, the CEDING COMPANY is responsible for investigating, contesting, compromising or litigating Reinsured Policy claims in accordance with applicable law and policy terms.

The CEDING COMPANY acknowledges that it follows industry standards and investigates claims with any of the following criteria:

1.If the claim occurs within the contestable period as defined by the Reinsured Policy; or

2.If there is a reasonable question regarding the validity of the insured’s death or the authenticity of the proofs of death; or

3.If the death occurs outside the United States or Canada; or

4.If the insured is missing or presumed dead; or

5.If there is a reasonable suspicion of fraud.

A claim investigation generally includes confirming proof of death, medical records to validate the insured’s medical disclosures and, if material, financial condition at the time of Policy application.  Investigations may also include obtaining police reports, coroner’s reports, financial records, or other information that would be appropriate under the circumstances.

The CEDING COMPANY acknowledges that it does defend against claims meeting the following criteria:

6.If a material misrepresentation is found in the Policy application; or

7.If fraud is found; or

8.If there is insufficient proof of death.

Article XIV

Claims, continued

F.In the event the REINSURER does not receive notification of acceptance from the CEDING COMPANY prior to the death occurring, then the CEDING COMPANY will apply the tie breaker rule on facultative submissions as described below:

1.The risk will be ceded to the reinsurers with the best offers.

2.If reinsurers are tied with identical offers, the earlier offers will be ceded the risk.

G.Claims recovery is based on net amount at risk as of the date of death plus interest, if applicable, in proportion to interest paid the beneficiary(s) calculated at a daily rate.  The applicable interest rate is determined by state law. Such interest will be payable provided that the REINSURER will not be liable for interest accruing on or after the date of the CEDING COMPANY’s payment of benefits.

Article XV

Dispute Resolution and Arbitration

A.Dispute Resolution

As a condition to the parties’ right to arbitration under this AGREEMENT, either the CEDING COMPANY or the REINSURER will give written notification to the other party of any dispute relating to or arising from this AGREEMENT, including, but not limited to, the formation or breach thereof.  Within 15 days of notification, both parties must designate an officer of their respective companies to attempt to resolve the dispute.  The officers will meet at a mutually agreeable location as soon as possible and as often as necessary to attempt to negotiate a resolution of the dispute.  During the negotiation process, all reasonable requests made for information concerning the dispute will be promptly honored.  The format for discussions will be determined mutually by the officers.

If these officers are unable to resolve the dispute within 30 days of their first meeting, the parties may agree in writing to extend the negotiation period for an additional 30 days.  If the matter is not resolved within 30 days of the first meeting or the additional 30 day period, if any, then either party may demand arbitration.  The discussions and all information exchanged for the purposes of such discussions will be confidential and without prejudice.

B.Arbitration

Except with respect to disputes subject to the Expedited Dispute Resolution Process referred to in Section C of this Article, if the CEDING COMPANY and REINSURER are unable to resolve any dispute arising from this AGREEMENT, including but not limited to the formation or breach thereof, pursuant to Section A above, the matter will be referred to arbitration.

The arbitration will be conducted in accordance with the Procedures for Resolution of U.S. Insurance and Reinsurance Disputes, Neutral Panel Version, April 2004 (the “Procedures”) available at www.arbitrationtaskforce.org, except as modified herein.

The arbitration will be held in New York City or another place as the parties may mutually agree.  The arbitration will be conducted before a three person Panel qualified as:

1.Current or former officers of life insurance or reinsurance companies, or

2.Professionals with no less than 10 years of experience in or serving the life insurance or reinsurance industries.

The parties will select such candidates from the ARIAS-US Certified Arbitrators List available at www.ARIAS-US.org.

The customs and practices of the life insurance and reinsurance industries may be considered by the Panel to resolve any ambiguities in the AGREEMENT but only insofar as such customs and practices are consistent with a strict construction of the terms of this AGREEMENT.  The Panel will not have the authority to award punitive or exemplary damages.

The Panel will award the remedy sought by the party seeking relief to the extent the remedy is provided for in this AGREEMENT or otherwise reasonably compensates the damaged party for the economic effect of any demonstrated breach.  Such remedies may include, but will not be limited to, monetary damages, including adjustments to premiums or allowances paid or to be paid, or any combination of the foregoing.

Article XV

Dispute Resolution and Arbitration, continued

The Panel shall issue an order, appropriate for confirmation in a court of competent jurisdiction, to resolve all matters in dispute.  In addition, the Panel shall issue a written opinion setting forth the reasons for the award, with citations to the record of the hearing that support the reasoning.

The decision of the Panel will be final and binding upon the parties and their respective successors and assigns.

Each party hereby consents to the entry of a judgment confirming or enforcing the award in the United States District Court in which the arbitration takes place.

Within 20 days after the transmittal of an award, either party, upon notice to the other party, may request the Panel to correct any clerical, typographical, or computational errors in the award.  The other party will be given ten days to respond to the request.  The Panel will dispose of the request within 20 days of its receipt of such request and any response thereto.  The Panel will not be empowered to re-determine the merits of any claim already decided.

Each party will:

3.Bear its own fees and expenses in connection with the arbitration, including the fees of any outside counsel and witness fees, and

4.Share equally in the fees for the members of the Panel and the costs of the arbitration, such as hearing rooms, court reporters, etc.

It is the intent of the parties that these arbitration provisions replace and be in lieu of any statutory arbitration provision, if permitted by law.

C.Expedited Dispute Resolution Process

The parties agree that the following types of issues and disputes will be subject to arbitration under the expedited procedures set forth in this Article:

1.Any dispute regarding the obligations of the parties with respect to a single Reinsured Policy, regardless of the amount in controversy; or

2.Any dispute in which the amount in controversy, exclusive of interest or costs, is less than $1 million.

Arbitration proceedings under this Article will be commenced as specified in Section B above, and shall be subject to the requirements of Section B to the extent they are not inconsistent with this Article.

The proceedings will be held before a single neutral umpire meeting the qualifications set forth in Section B.  If the parties are unable to agree on an umpire within 30 days following commencement of the action, the selection will be made pursuant to the Umpire Selection Procedure of the ARIAS-US Certified Arbitrators List available at www.ARIAS-US.org.  No ex parte communication will be permitted with the umpire at any time prior to the conclusion of the proceedings.

Within 21 days from the date the selection of the umpire is agreed upon, the parties and umpire will conduct an organizational meeting by teleconference to familiarize the umpire with the dispute and to set a timetable for submission of briefs.  There will be no discovery, and the dispute will be submitted on briefs and documentary evidence only, unless otherwise agreed by the parties or ordered by the umpire for good cause.

Within 30 days of submission of briefs by the parties, the umpire will render a written award which will be final and binding on the parties.

Article XVI

Insolvency

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

1.Applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of its properties or assets; or

2.Is adjudicated as bankrupt or insolvent; or

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

4.Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the party’s domicile.

B.In the event of the insolvency of the CEDING COMPANY and the appointment of a conservator, liquidator, or statutory successor, the portion of any risk or obligation assumed by the REINSURER shall be payable to the conservator, liquidator, or statutory successor on the basis of claims allowed against the insolvent company by any court of competent jurisdiction or by any conservator, liquidator, or statutory successor of the company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims.  Payments by the REINSURER as set forth in this subdivision shall be made directly to the CEDING COMPANY or to its conservator, liquidator, or statutory successor.  The REINSURER will be liable only for benefits reinsured as benefits become due under the terms of the reinsured policies and will not be or become liable for any amounts or reserves to be held by the CEDING COMPANY as to the reinsured policies or for any damages owed by the CEDING COMPANY as a result of issuance of any of the policies.

C.In the event of insolvency of the CEDING COMPANY, the conservator, liquidator, or statutory successor will immediately give written notice to the REINSURER of all pending claims against the CEDING COMPANY on any policies reinsured.  While a claim is pending, the REINSURER may investigate and interpose, at its own expense, in the proceedings where the claim is adjudicated, any defense or defenses which it may deem available to the CEDING COMPANY or its conservator, liquidator or statutory successor.  The expense incurred by the REINSURER will be chargeable, subject to court approval, against the CEDING COMPANY as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the CEDING COMPANY solely as a result of the defense undertaken by the REINSURER.  Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the reinsurance AGREEMENT as though such expense had been incurred by the CEDING COMPANY.

D.In the event of the insolvency of the REINSURER, the CEDING COMPANY may cancel this AGREEMENT for new business by promptly providing the REINSURER or its Authorized Representative with written notice of cancellation, to be effective as of the date on which the REINSURER’s insolvency is established by the authority responsible for such determination.  Any requirement for a notification period prior to the cancellation of the AGREEMENT would not apply under such circumstances.

Article XVI

Insolvency, continued

In addition, in the event of the insolvency of the REINSURER, the CEDING COMPANY may provide the REINSURER or its Authorized Representative with written notice of its intent to recapture all reinsurance in force under this AGREEMENT regardless of the duration the reinsurance has been in force or the amount retained by the CEDING COMPANY on the reinsured policies.  The effective date of a recapture due to insolvency will be at the election of the CEDING COMPANY but may not be earlier than the date on which the REINSURER’s insolvency is established by the authority responsible for such determination.  If the CEDING COMPANY elects to terminate reinsurance under this Article, unearned premiums, net of outstanding balances, will be paid by the party with the positive balance.

E.In the event of the insolvency of either party, the rights or remedies of this AGREEMENT will remain in full force and effect.

Article XVII

Right to Inspect

The REINSURER, or its duly authorized representatives, will have the right to inspect the other party’s original papers, records, and all documents, whether written or electronic, relating to the business reinsured under this AGREEMENT including, but not limited to, underwriting, claims, processing, and administration.  Such access will be provided during regular business hours at the office of the CEDING COMPANY.  Assuming the REINSURER has continued to perform the undisputed portion of its obligations under this AGREEMENT, the CEDING COMPANY may not withhold access to information and records on the grounds that the REINSURER is in breach.

The REINSURER’s right of access as specified above will survive until all of the REINSURER’s obligations under this AGREEMENT have terminated or been fully discharged.

Subject to the REINSURER’s written approval, the CEDING COMPANY may share with a third party (or parties), results of the REINSURER’s underwriting, claims and administrative audits of the CEDING COMPANY, except for those sections of the audit reports, or methodology employed that the REINSURER considers proprietary.

Article XVIII

Duration of AGREEMENT

A.This AGREEMENT is unlimited in its duration.  However, this AGREEMENT may be terminated as to new reinsurance at any time by either party giving ninety (90) days written notice of termination.  The day the notice is mailed to the other party’s Home Office, or, if the mail is not used, the day it is delivered to the other party’s Home Office or to an Officer of the other party will be the first day of the ninety (90) day period.

B.During the ninety (90) day period, this AGREEMENT will continue to operate in accordance with its terms.

C.The REINSURER and the CEDING COMPANY will remain liable after termination, in accordance with the terms and conditions of this AGREEMENT, with respect to all reinsurance effective prior to termination of this AGREEMENT.

Article XIX

Increasing Net Amount at Risk Policies and Riders

I.Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this AGREEMENT, they will be handled as shown below.  The CEDING COMPANY will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D.  The CEDING COMPANY also underwrites at issue based on the highest amount.  The projected highest amount in all years will also be used to determine the CEDING COMPANY’s retention at issue and the percentage of future changes in NAR as they occur.  As long as the CEDING COMPANY follows the procedures as outlined, the REINSURER will assume its prorata share of all NAR changes as they occur.  In no case will the reinsured automatic portion exceed the automatic binding limits.  Automatic binding limits are applied by the CEDING COMPANY to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

1.VART is a rider with scheduled coverage amounts that can vary annually.  The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the highest VART amount in all years as the VART total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest VART amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for VART riders.  Premium paid the REINSURER for VART riders is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

1.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the total projected Option C death benefit.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The death benefit amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for coverages with Option C.  Premium paid the REINSURER for Option C coverages is calculated and paid on the current ceded NAR amount.  The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

4.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals.  The REINSURER’s ultimate potential liability will be no greater than the original projected liability as defined in item 1 above.

Article XIX

Increasing Net Amount at Risk Policies and Riders, continued

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

1.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

2.The CEDING COMPANY will report the ultimate doubled face amount for all Option D coverages issued with the policy.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for policies with Option D.  Premium paid the REINSURER for policies with Option D is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

II.Business Reinsured on a Facultative Basis

A.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the CEDING COMPANY has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the REINSURER’s underwriters are aware of the highest projected death benefit amount.  The highest net amount at risk reinsured can never exceed the amount of the REINSURER’s offer.  Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

B.The CEDING COMPANY may ultimately retain up to double the normal retention or higher with appropriate internal approval.

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes.  The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The CEDING COMPANY and the REINSURER will share proportionately in face amount increases due to compliance with the requirements of Section 7702 of the Code.

Article XX

Temporary Insurance Agreement

A.Subject to the terms, conditions, and limits of this AGREEMENT and provided the conditions set forth in Section B of this article are fulfilled, the REINSURER shall reimburse the CEDING COMPANY for Temporary Insurance Agreement (TIA) reinsurance.  TIA reinsurance is defined as reinsurance on a claim pursuant to a TIA, which either:

(1)The CEDING COMPANY’S total claim liability exceed the appropriate retention set forth in the Retention Schedule due to the existence of prior risk retained by the CEDING COMPANY on the life or

(2)An unconditional offer to reinsure has been made by the REINSURER in response to a facultative request for reinsurance where the CEDING COMPANY has proposed to keep less than its full retention as set forth in the Retention Schedule.  An unconditional offer to reinsure is a final offer made by the REINSURER with no conditions other than routine requirements such as time for delivery, certificate of health, etc.  In no event shall the REINSURER liability pursuant to this article exceed the REINSURER excess percentage share under this AGREEMENT unless the REINSURER has made an unconditional facultative offer for a larger amount.

The REINSURER’s maximum liability for all TIAs will be its proportionate share of $1,000,000.

B.The following conditions must be satisfied in order for reinsurance of a TIA to be effective:

(1)The CEDING COMPANY must become liable for a claim pursuant to a TIA issued on a form in conformity to the appropriate form of the Temporary Insurance Agreement Exhibit G of this AGREEMENT; and

(2)The TIA must be given in return for an application for a policy form included in the Policy Plans Reinsured Exhibit which would bear a policy date in the range covered by this AGREEMENT; and

(3)As of the date of the proposed insured’s death, either the policy has not been submitted facultatively, or, if submitted facultatively then the following conditions determine the REINSURER’s liability in the event of a valid TIA claim:

i)If, as of the proposed insured’s date of death, the CEDING COMPANY has not received any unconditional offer to reinsure, then the automatic reinsurers will reimburse the CEDING COMPANY for the TIA reinsurance according to their excess percentage shares under this AGREEMENT; or

ii)If, as of the proposed insured’s date of death, the CEDING COMPANY has received an unconditional offer or offers to reinsure that at least equal the TIA reinsurance, then the reinsurer(s) having made the unconditional offer(s) will reimburse the CEDING COMPANY for the TIA reinsurance when the REINSURER has received notice from the CEDING COMPANY, during the lifetime of the insured, that the REINSURER’s offer has been accepted, and then is limited to the CEDING COMPANY’s usual cash-with-application procedures for temporary coverage up to the limits shown in Exhibit D.  For the purpose of the comparisons detailed below, a flat rating of $2.50 per thousand is equivalent to 1 table rating.  In the case of multiple offers received by the date of death, a lower offer takes precedence over a higher offer, and in the case of identical offers, an offer received on an earlier day takes precedence over an offer received on a later day; or

iii)If, as of the proposed insured’s date of death, the CEDING COMPANY has received an unconditional offer or offers to reinsure, with such offer(s) failing to at least equal the TIA reinsurance, then the reinsurer(s) having made the unconditional offer(s) will reimburse the CEDING COMPANY for the offered amount(s), with the excess to be shared among the remaining automatic reinsurers, and each automatic reinsurer’s share equal to A divided by B below (“A/B”), where

A = the automatic reinsurer’s excess percentage share under this AGREEMENT, and

B = the sum of each remaining automatic reinsurer’s shares under this AGREEMENT.

iv)Nothing in the foregoing shall preclude the CEDING COMPANY from reinsurance reimbursement for a valid TIA claim, up to the full TIA claim amount, for an amount unconditionally offered by the REINSURER in response to a facultative request by the CEDING COMPANY proposing to retain less than its limit of retention.  If the CEDING COMPANY has proposed a specific retention in its facultative request for reinsurance, that shall be its retention.  If the CEDING COMPANY has not specified a retention in the facultative request, then its retention shall be 25% of the risk unless it has documented in its underwriting file that its initial evaluation of the risk is higher than table 6, in which case it shall have no retention.

Article XXI

Offset

The CEDING COMPANY and the REINSURER will have the right to offset any balance or balances whether on account of premiums, allowances, or claims due from one party to the other, under this AGREEMENT or under any other Reinsurance Agreement between the CEDING COMPANY and the REINSURER.

The rights provided under this AGREEMENT are in addition to any rights of offset that may exist at common law.  The right of offset will not be affected or diminished because of the insolvency of either party, subject to any limitation imposed by an applicable law or regulation of the CEDING COMPANY’s state of domicile.

Article XXII

Confidentiality

Both the CEDING COMPANY and the REINSURER will hold confidential and not disclose or make competitive use of any shared Proprietary Information, as defined below, unless:

·The information becomes publicly available other than through unauthorized disclosure of such information by the party seeking to disclose or use such information;

·The information is independently developed by the recipient;

·The disclosure is in the reasonable judgment of the REINSURER, required or deemed advantageous (in terms of pricing, ease of execution or otherwise) for the purpose of any reinsurance, retrocession, securitization, or structured, asset-backed or asset-based financing;

·The disclosure is required by external auditors; or

·The disclosure is mandated by law.

“Proprietary Information” includes, but is not limited to, underwriting manuals and guidelines, applications, contract forms, and premium rates and allowances of the REINSURER and the CEDING COMPANY, but shall not include the existence of this AGREEMENT and the identity of the parties.  Nothing herein shall preclude either party from sharing Proprietary Information for normal business operations or, on an aggregated basis, for internal operations such as developing pricing models and actuarial analyses.

In addition, the REINSURER and its representatives and service providers will protect the confidentiality of Non-Public Personal Information, as defined below, by:

·Holding all Non-Public Personal Information transmitted to them by or on behalf of the CEDING COMPANY in strict confidence;

·Maintaining appropriate measures that are designed to protect the security, integrity and confidentiality of Non-Public Personal Information;

·Using Non-Public Personal Information only in the ordinary course of business to carry out REINSURER’s obligations under this AGREEMENT; and

·Disclosing Non-Public Personal Information to third parties only as necessary to perform services under the AGREEMENT, for purposes of retrocession, or as may be required or permitted by law.

“Non-Public Personal Information” is personally identifiable medical, financial, and other personal information about proposed, current and former applicants, policy owners, contract holders, insureds, annuitants, claimants, and beneficiaries of reinsured policies or contracts issued by the CEDING COMPANY, and their representatives, that is not publicly available.  Non-Public Personal Information does not include de-identified personal data.

The CEDING COMPANY will obtain, if required by any law, appropriate consent to the collection, use and disclosure of Non-Public Personal Information, from each insured to enable the parties to fully exercise their rights and perform their obligations under this AGREEMENT.

Article XXIII

Representations

A.This AGREEMENT is entered into in reliance on the utmost good faith of the parties.

B.Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed.  Each party will promptly notify the other if it is subsequently not solvent on a statutory basis.

C.Prior to the execution of this AGREEMENT, the CEDING COMPANY has provided to the REINSURER certain documents and materials for use in connection with its assessment of the risks covered hereby (together, the “Underwriting Information”).

The CEDING COMPANY represents in good faith that:

1)To the best of the CEDING COMPANY’S knowledge, all factual information contained in the Underwriting Information was true, and accurate as at the time of disclosure and not materially misleading (whether by omission or otherwise) and was prepared in an orderly fashion so as to be capable of reasonable commercial analysis; and

2)To the best of the CEDING COMPANY’s knowledge, there has been no material adverse change in the anticipated profitability of the reinsured policies between the latest “as of” date of the documents included as Underwriting Information and the effective date of this AGREEMENT.  “Material” or “materially” for purposes of this Article will mean facts that a prudent actuary would consider as reasonably likely to affect the REINSURER’s experience under the AGREEMENT.

Not withstanding the foregoing, the CEDING COMPANY makes no representations or warranties as to the actual experience or profitability to be realized from the reinsured policies.

D.For as long as either party retains any liability hereunder, the CEDING COMPANY represents in good faith that, to the best of the CEDING COMPANY’s knowledge, the information and data supplied to the REINSURER pursuant to its obligations hereunder shall be true, complete and accurate, and not misleading as of the time of disclosure.

E.The parties have entered into this AGREEMENT on the basis that the CEDING COMPANY adheres to established business practices, referred to in the Business Guidelines in Exhibit A-1, as documented and disclosed to the REINSURER prior to the execution of this AGREEMENT.  Such business practices include those concerning marketing and distribution, underwriting, policy issuance and administration and claims management described in the Underwriting Information.

The REINSURER will be promptly notified of material changes to any of the CEDING COMPANY’s significant business practices as to the policies reinsured under this AGREEMENT.  Material changes must be accepted by the REINSURER in its sole discretion in writing before accepting liability on any business written under revised business practices.  Examples of such matters include, but are not limited to, changes in underwriting or issue practices or philosophy, changes in senior underwriting or claims management personnel, distribution, sales practices, target markets, or changes in the CEDING COMPANY’s ownership or control.  The REINSURER will respond to the CEDING COMPANY’s notification of material changes within 30 days.

F.This AGREEMENT will not cover policies affected by such changes unless the REINSURER has agreed in writing and in advance to accept the affected policies.  Outsourcing of underwriting functions, administrative functions or claims administration with respect to the reinsured policies will be considered a material change.  If the REINSURER agrees to accept policies affected by the outsourcing, the CEDING COMPANY will secure the REINSURER’s right to audit and inspect the party performing such outsourced services.

Article XXIII

Representations, continued

G.In the event the CEDING COMPANY makes a change that materially affects the reinsured business, including changes to the Business Guidelines, without the REINSURER’s consent to accept the affected policies:

1)The parties will negotiate in good faith to revise terms as necessary under which the affected reinsured policies may continue to be reinsured; and

2)If the parties are unable to agree on revised terms within 120 days, any reinsured policies materially and adversely affected by the change will be excluded from coverage under this AGREEMENT.

H.If reinsured policies are excluded, the parties will make returns of Agreement Cash Settlements previously made in connection with the subject reinsured policies.  For purposes of this AGREEMENT, the term “Agreement Cash Settlements” will mean premiums, allowances, commissions, cash surrender values, death claims, dividends, experience refund payments and similar settlements made under this AGREEMENT, but excludes items relating to reserves or interest on reserves.

Article XXIV

Parties to the AGREEMENT

This is an agreement solely between the REINSURER and the CEDING COMPANY.  In no instance will anyone other than the REINSURER or the CEDING COMPANY have any rights under this AGREEMENT, and the CEDING COMPANY is and will remain solely liable to any insured, policyowner, or beneficiary under the original policies reinsured hereunder.

Article XXV

Construction

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

Article XXVI

Severability

Determination that any provision of this AGREEMENT is invalid or unenforceable will not affect or impair the validity or the enforceability of the provisions of this AGREEMENT.

Article XXVII

Non-Waiver; Retrocession

A waiver by either party of any violation, or the default by the other party in its adherence to any term of this AGREEMENT, will not constitute a waiver of any other or subsequent violation or default.  No prior transaction or dealing between the parties will establish any custom or usage waiving or modifying any provision of the AGREEMENT. The failure of either party to enforce any part of this AGREEMENT will not constitute a waiver of any right to do so.

The REINSURER may reinsure or retrocede any risks or business assumed hereunder.  Neither party may affect any novation of this AGREEMENT without the other party’s prior written consent.

Article XXVIII

Survival; Governing Law

All provisions of this AGREEMENT will survive its termination to the extent necessary to carry out the purpose of this AGREEMENT.  This AGREEMENT shall be governed by the laws of the State of Nebraska.

Article XXIX

Execution of AGREEMENT

In Witness of the above,

PACIFIC LIFE INSURANCE COMPANY

of

Omaha, Nebraska

and

SWISS RE LIFE & HEALTH AMERICA INC.

of

Hartford, Connecticut

have by their respective officers executed and delivered this AGREEMENT in duplicate on the dates indicated below, with an effective date of December 1, 2008.

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin
	Vice President,		Assistant Vice President,
	Actuarial and Reinsurance		Assistant Secretary,
			Legal
Date:	08/21/2009		8/25/09
SWISS RE LIFE & HEALTH AMERICA INC.
By:	/s/ Jeffrey Rosenberg	By:	/s/ Drew Tindall
	Jeffrey Rosenberg		Drew Tindall
Date:	8/18/2009		8/18/09

EX-99.(7)(B)(1)

Exhibit 99.(7)(b)(1)

AMENDMENT #1

(hereafter called the “AMENDMENT”)

Effective March 1, 2010

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CNA30

Reinsurer Reference  I97757US-09

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

Hartford, Connecticut

NAIC Number 82627

FEIN 060839705

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended to replace Article IV in its entirety and the first page of Exhibit C — Premiums with the attached.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective March 1, 2010:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	08/20/10		8/23/10
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	(illegible)
Date:	8/17/2010		8/17/10

Article IV

Premiums

A.Plans of insurance listed in Exhibit B will be reinsured on the yearly renewable term basis with the REINSURER participating only in mortality risks (not cash values, loans, dividends or other features specific to permanent policies).  The mortality risk shall be the net amount at risk (“NAR”) on that portion of the policy which is reinsured with the REINSURER.

B.Premiums for Life Reinsurance and reinsurance of Supplemental Benefits will be based on the rates and allowances described in Exhibit C.  All payments due under this AGREEMENT will be made in U.S. Dollars.

C.Premiums will be increased by any flat extra premium charged the insured as described in Exhibit C.

D.There will be no premium tax reimbursement.

E.The CEDING COMPANY will take credit, without interest, for any unearned premiums arising due to reductions, cancellations or death claims.  The unearned premiums refunded will be net of allowances and policy fees, if applicable.

F.The reinsurance rates shown in Exhibit C are guaranteed for one year and the REINSURER anticipates continuing to accept premiums on the basis of these rates indefinitely.  In subsequent years, the REINSURER reserves the right to increase such rates provided, however, that:

1.The reinsurance rates may not be increased above the statutory net valuation premium applicable to the reinsured policies after such increase,

2.The reinsurance rates may, at the REINSURER’s option, be increased to the extent required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY with respect to the reinsured policies.

If the REINSURER exercises its right to increase reinsurance rates under this AGREEMENT in an amount greater than that required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY for the reinsured policies, the CEDING COMPANY may recapture all of the reinsured policies in accordance with the provisions of Article X, Change in Retention and Recapture Privileges.

G.Reinsurance premiums are due as long as reinsurance is in force.

AMENDMENT #3

(hereafter called the “AMENDMENT”)

Effective December1, 2008

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CNA30

Reinsurer Reference I97757US-09

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

Hartford, Connecticut

NAIC Number 82627

FEIN 060839705

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that this AGREEMENT is amended to revise and replace the Joint Life Plans (One Life Uninsurable “OLU”) paragraph in Exhibit C — Premiums as shown below:

Joint Life Plans (One Life Uninsurable “OLU”)

OLU means a joint last survivor case with one life appraised at Table 16 or higher.  The consideration payable for this coverage shall be based on the appropriate annual life rate from the attached Rate Table, labeled C-1.  The applicable rate will be determined based on the healthier life.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective December 1, 2008:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	07/26/11		7/28/11
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	(illegible)
Date:	7/21/2011		7/21/2011

EX-99.(7)(B)(2)

Exhibit 99.(7)(b)(2)

Certain identified information has been excluded from this exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.

AMENDMENT #4

(hereafter called the “AMENDMENT”)

Effective December 9, 2010

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CNA30

Reinsurer Reference  I97757US-09

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

Hartford, Connecticut

NAIC Number 82627

FEIN 060839705

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended to include the following automatic policies from their inception:

Policy Number	Issue Date	Policy Face Amount	PL Retention	Face Amount Ceded to Swiss Re
[   ]	[   ]	[   ]	[   ]	[   ]
[   ]	[   ]	[   ]	[   ]	[   ]

Note:  The Swiss Re share on these two policies is [     ]% which differs from their usual share of [    ]%.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective December 9, 2010:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	06/03/11		6/6/11
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	(illegible)
Date:	5/31/2011		5/31/2011

EX-99.(7)(B)(3)

Exhibit 99.(7)(b)(3)

AMENDMENT #5

(hereafter called the “AMENDMENT”)

Effective March 1, 2011

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CNA30

Reinsurer Reference I97757US-09

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

Hartford, Connecticut

NAIC Number 82627

FEIN 060839705

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective March 1, 2011 to revise and replace Exhibit D in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective March 1, 2011:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	10/13/11		10/17/11
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	(illegible)
Date:	10/4/2011		10/4/11

AMENDMENT #6

(hereafter called the “AMENDMENT”)

Effective June 1, 2011

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CNA30

Reinsurer Reference I97757US-09

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

Hartford, Connecticut

NAIC Number 82627

FEIN 060839705

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective June 1, 2011 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective June 1, 2011:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	08/11/11		8/11/11
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	(illegible)
Date:	8/8/2011		8/8/2011

AMENDMENT #7

(hereafter called the “AMENDMENT”)

Effective December 1, 2010

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CNA30

Reinsurer Reference  I97757US-09

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

Hartford, Connecticut

NAIC Number 82627

FEIN 060839705

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective December 1, 2010 to revise and replace Article XIX — Increasing Net Amount at Risk Policies and Riders in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective December 1, 2010:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	08/29/11		8/30/11
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	(illegible)
Date:	8/19/2011		8/19/01

Article XIX

Increasing Net Amount at Risk Policies and Riders

I.Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this AGREEMENT, they will be handled as shown below.  The CEDING COMPANY will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D.  The CEDING COMPANY also underwrites at issue based on the highest amount.  The projected highest amount in all years will also be used to determine the CEDING COMPANY’s retention at issue and the percentage of future changes in NAR as they occur.  As long as the CEDING COMPANY follows the procedures as outlined, the REINSURER will assume its prorata share of all NAR changes as they occur.  In no case will the reinsured automatic portion exceed the automatic binding limits.  Automatic binding limits are applied by the CEDING COMPANY to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

1.VART is a rider with scheduled coverage amounts that can vary annually.  The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the highest VART amount in all years as the VART total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest VART amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for VART riders.  Premium paid the REINSURER for VART riders is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

1.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the total projected Option C death benefit.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The death benefit amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for coverages with Option C.  Premium paid the REINSURER for Option C coverages is calculated and paid on the current ceded NAR amount.  The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

4.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals.  The REINSURER’s ultimate potential liability will be no greater than the original projected liability as defined in item 1 above.

Article XIX

Increasing Net Amount at Risk Policies and Riders, continued

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

1.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

2.The CEDING COMPANY will report the ultimate doubled face amount for all Option D coverages issued with the policy.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for policies with Option D.  Premium paid the REINSURER for policies with Option D is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

D.SIR (Scheduled Increase Rider)

1.SIR is a rider that can have up to a maximum of 10 annual increases which are scheduled at issue.  The percentage must be the same for each increase, and the increases must be completed within 10 years.

2.The CEDING COMPANY will report the highest SIR amount in all years as the total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest SIR amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for SIR riders.  Premium paid the REINSURER for SIR riders is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

5.The SIR rider is not allowed on a policy with either the Flexible Duration No Lapse Guarantee rider or the VART rider.

II.Business Reinsured on a Facultative Basis

1.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the CEDING COMPANY has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the REINSURER’s underwriters are aware of the highest projected death benefit amount.  The highest net amount at risk reinsured can never exceed the amount of the REINSURER’s offer.  Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

2.The CEDING COMPANY may ultimately retain up to double the normal retention or higher with appropriate internal approval.

Article XIX

Increasing Net Amount at Risk Policies and Riders, continued

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes.  The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The CEDING COMPANY and the REINSURER will share proportionately in face amount increases due to compliance with the requirements of Section 7702 of the Code.

AMENDMENT #8

(hereafter called the “AMENDMENT”)

Effective December 8, 2011

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CNA30

Reinsurer Reference  I97757US-09

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

Hartford, Connecticut

NAIC Number 82627

FEIN 060839705

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective December 8, 2011 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective December 8, 2011:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	AVP Reinsurance		Assistant Secretary
			Legal
Date:	1/19/12		1/23/12
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	(illegible)
Date:	1/17/2012		1/17/12

AMENDMENT #9

(hereafter called the “AMENDMENT”)

Effective May 1, 2012

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CNA30

Reinsurer Reference I97757US-09

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

Hartford, Connecticut

NAIC Number 82627

FEIN 060839705

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective May 1, 2012 to reflect the parties’ agreement to reinsure the CEDING COMPANY’s chronic illness rider issued with reinsured policies.  Article XIX — Increasing Net Amount at Risk Policies is hereby revised and replaced to include the Chronic Illness (CI) Accelerated Death Benefit Rider as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective May 1, 2012:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	AVP Reinsurance		Assistant Secretary
			Legal
Date:	9/27/12		10/1/12
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	(illegible)
Date:	9/7/2012		9/7/12

Article XIX

Increasing Net Amount at Risk Policies and Riders

I.Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this AGREEMENT, they will be handled as shown below.  The CEDING COMPANY will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D.  The CEDING COMPANY also underwrites at issue based on the highest amount.  The projected highest amount in all years will also be used to determine the CEDING COMPANY’s retention at issue and the percentage of future changes in NAR as they occur.  As long as the CEDING COMPANY follows the procedures as outlined, the REINSURER will assume its prorata share of all NAR changes as they occur.  In no case will the reinsured automatic portion exceed the automatic binding limits.  Automatic binding limits are applied by the CEDING COMPANY to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

5.VART is a rider with scheduled coverage amounts that can vary annually.  The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

6.The CEDING COMPANY will report the highest VART amount in all years as the VART total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest VART amount based on the REINSURER’s automatic pool participation percentage.

7.The CEDING COMPANY will report the current net amount at risk as the NAR amount for VART riders.  Premium paid the REINSURER for VART riders is calculated and paid on the current ceded NAR amount.

8.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

5.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

6.The CEDING COMPANY will report the total projected Option C death benefit.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The death benefit amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

7.The CEDING COMPANY will report the current net amount at risk as the NAR amount for coverages with Option C.  Premium paid the REINSURER for Option C coverages is calculated and paid on the current ceded NAR amount.  The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

8.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals.  The REINSURER’s ultimate potential liability will be no greater than the original projected liability as defined in item 1 above.

Article XIX

Increasing Net Amount at Risk Policies and Riders, continued

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

5.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

6.The CEDING COMPANY will report the ultimate doubled face amount for all Option D coverages issued with the policy.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

7.The CEDING COMPANY will report the current net amount at risk as the NAR amount for policies with Option D.  Premium paid the REINSURER for policies with Option D is calculated and paid on the current ceded NAR amount.

8.Death benefits payable will be based upon current NAR.

E.SIR (Scheduled Increase Rider)

6.SIR is a rider that can have up to a maximum of 10 annual increases which are scheduled at issue.  The percentage must be the same for each increase, and the increases must be completed within 10 years.

7.The CEDING COMPANY will report the highest SIR amount in all years as the total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest SIR amount based on the REINSURER’s automatic pool participation percentage.

8.The CEDING COMPANY will report the current net amount at risk as the NAR amount for SIR riders.  Premium paid the REINSURER for SIR riders is calculated and paid on the current ceded NAR amount.

9.Death benefits payable will be based upon current NAR.

10.The SIR rider is not allowed on a policy with either the Flexible Duration No Lapse Guarantee rider or the VART rider.

F.Chronic Illness (CI) Accelerated Death Benefit Rider

1.CI is a rider, available for issue ages 20-75, that allows the policyowner to accelerate the death benefit if the insured becomes chronically ill.  To qualify for the benefits of the Pacific Life CI rider, the chronic illness will have to be expected to be permanent.

2.The maximum benefit payout (in lump sum, or 12 monthly payments) will be the lesser of:

a.24% of the death benefit amount on date of initial claim request times the reduction factor;

b.125% of the annual Per Diem limit declared by the IRS;

c.Current death benefit less any scheduled face increases after initial claim request times the reduction factor; or

d.$1,500,000 less any accelerated benefits paid to date times the reduction factor.

3.The maximum accelerated death benefit is $1,500,000.

Article XIX

Increasing Net Amount at Risk Policies and Riders, continued

4.The policyowner does not have to take the maximum election at initial claim time; they can take another election each year after the qualifying event.  However, a new certification that the insured is chronically ill will be required for each policy year in which a benefit payment is requested.

5.The total death benefit available will be reduced by the maximum accelerated death benefit limit available for chronic illness.  For example, if someone has an $8,000,000 death benefit and accelerates the maximum accelerated death benefit ($1,500,000) due to chronic illness, the insured still has a $6,500,000 death benefit remaining.  The less that is accelerated; the more death benefit will remain.

II.Business Reinsured on a Facultative Basis

3.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the CEDING COMPANY has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the REINSURER’s underwriters are aware of the highest projected death benefit amount.  The highest net amount at risk reinsured can never exceed the amount of the REINSURER’s offer.  Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

4.The CEDING COMPANY may ultimately retain up to double the normal retention or higher with appropriate internal approval.

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes.  The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The CEDING COMPANY and the REINSURER will share proportionately in face amount increases due to compliance with the requirements of Section 7702 of the Code.

AMENDMENT #10

(hereafter called the “AMENDMENT”)

Effective January 1, 2012

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CNA30

Reinsurer Reference I97757US-09

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

Hartford, Connecticut

NAIC Number 82627

FEIN 060839705

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that effective January 1, 2012 Equity-Indexed Universal Life policies issued through M Life Distributors that fall within automatic reinsurance parameters will be ceded to M Life Insurance Company as described in Exhibit B - Basis of Reinsurance and Policy Plans Reinsured, Item 1.  Therefore, the AGREEMENT is hereby amended to revise and replace Exhibit B - Basis of Reinsurance and Policy Plans Reinsured as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective January 1, 2012:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	AVP Reinsurance		Assistant Secretary
			Legal
Date:	1/19/12		1/23/12
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	/s/ Timothy J. Grusenmeyer
			Timothy J. Grusenmeyer
			Vice President
Date:	1/24/13		1/24/13

AMENDMENT #11

(hereafter called the “AMENDMENT”)

Effective August 1, 2013

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CNA30

Reinsurer Reference I97757US-09

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

Hartford, Connecticut

NAIC Number 82627

FEIN 060839705

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective August 1, 2013 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective August 1, 2013:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	Assistant Vice President,		Assistant Secretary
	Reinsurance		Legal
Date:	9/3/13		9/4/13
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	(illegible)
Date:	8/28/13		8/28/2013

REINSURANCE AMENDMENT (Amendment 12)

CEDING COMPANY:	PACIFIC LIFE INSURANCE COMPANY
	(hereafter referred to as the CEDING COMPANY)
REINSURER:	SWISS RE LIFE & HEALTH AMERICA INC.
	(hereafter referred to as the REINSURER)
EFFECTIVE:	January 1, 2015

IT IS HEREBY MUTUALLY AGREED between the CEDING COMPANY and the REINSURER that the Confidentiality Article for all AGREEMENTS listed below, terminated or active, is replaced in its entirety with the revised Confidentiality Article attached hereto.

Treaty Description	Effective Date	CEDING COMPANY Reference	REINSURER Reference (Please Confirm)
AUTOMATIC YRT AGREEMENT	10/15/01	CNA17	I65105US-01
AUTOMATIC & FACULTATIVE YRT AGREEMENT	1/1/02	CNA19	I65124US-01
AUTOMATIC & FACULTATIVE COINSURANCE AGREEMENT	3/1/03	CNA20	I65106US-02
AUTOMATIC REINSURANCE AGREEMENT	5/1/03	CNA22	I65111US-02
AUTOMATIC REINSURANCE AGREEMENT	5/1/03	CNA23	I65125US-02
AUTOMATIC SELF ADMINISTERED YRT REINSURANCE AGREEMENT	8/1/03	CNA24	I67428US-03
AUTOMATIC & FACULTATIVE YRT AGREEMENT	8/28/06	CNA26	I65112US-06
AUTOMATIC & FACULTATIVE COINSURANCE AGREEMENT	5/1/08	CNA28	I96013US-08
AUTOMATIC & FACULTATIVE YRT AGREEMENT	10/1/08	CNA29	I96495US-08
AUTOMATIC & FACULTATIVE YRT AGREEMENT	12/1/08	CNA30	I97757US-09
AUTOMATIC SELF ADMINISTERED YRT REINSURANCE AGREEMENT	10/1/07	CNA31	I96499US-08

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective January 1, 2015.

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin
	Assistant Vice President,		Assistant Vice President,
	Reinsurance		Assistant Secretary
			Legal
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	(illegible)
Date:	11/7/14		11/7/14
Title:	VP		VP

Confidentiality Article

Both the CEDING COMPANY and the REINSURER will hold confidential and not disclose or make competitive use of any shared Proprietary Information, as defined below, unless:

·The information becomes publicly available other than through unauthorized disclosure of such information by the party seeking to disclose or use such information;

·The information is independently developed by the recipient;

·The disclosure is in the reasonable judgment of the REINSURER, required or deemed advantageous (in terms of pricing, ease of execution or otherwise) for the purpose of any reinsurance, retrocession, securitization, or structured, asset-backed or asset-based financing;

·The disclosure is required by external auditors; or

·The disclosure is mandated by law.

“Proprietary Information” includes, but is not limited to, underwriting manuals and guidelines, applications, contract forms, and premium rates and allowances of the REINSURER and the CEDING COMPANY, but shall not include the existence of this AGREEMENT and the identity of the parties.  Nothing herein shall preclude either party from sharing Proprietary Information for normal business operations or, on an aggregated basis, for internal operations such as developing pricing models and actuarial analyses.

In addition, the REINSURER and its representatives and service providers will protect the confidentiality of Non-Public Personal Information, as defined below, by:

·Holding all Non-Public Personal Information transmitted to them by or on behalf of the CEDING COMPANY in strict confidence;

·Maintaining appropriate measures that are designed to protect the security, integrity and confidentiality of Non-Public Personal Information;

·Using Non-Public Personal Information only in the ordinary course of business to carry out REINSURER’s obligations under this AGREEMENT; and

·Disclosing Non-Public Personal Information to third parties only as necessary to perform services under the AGREEMENT, for purposes of retrocession, or as may be required or permitted by law.

“Non-Public Personal Information” is personally identifiable medical, financial, and other personal information about proposed, current and former applicants, policy owners, contract holders, insureds, annuitants, claimants, and beneficiaries of reinsured policies or contracts issued by the CEDING COMPANY, and their representatives, that is not publicly available.  Non-Public Personal Information does not include de-identified personal data.

The CEDING COMPANY will obtain, if required by any law, appropriate consent to the collection, use and disclosure of Non-Public Personal Information, from each insured to enable the parties to fully exercise their rights and perform their obligations under this AGREEMENT.

Both the CEDING COMPANY and the REINSURER agree that they (1) will immediately notify the other party if they become aware of any unauthorized access to or collection, use, or disclosure of Non-Public Personal Information or Proprietary Information in their possession or in the possession of a third party to whom such party provided access (“Data Breach”), (2) will cooperate in any investigation or actions to mitigate damages the other party determines is reasonably necessary as a result of such Data Breach, (3) will reimburse the other party for all reasonable costs incurred by such party in any internal investigation of such Data Breach (4) and will be liable for any damages, expenses, and liabilities incurred by such party arising from claims or actions by third parties resulting from such Data Breach.  The parties hereto further agree to comply with all applicable federal, state and local laws pertaining to breach of data security.

Each party has the right to verify the other party’s compliance with this Article by audit or inspection.

REINSURANCE AMENDMENT (Amendment 13)

CEDING COMPANY:	PACIFIC LIFE INSURANCE COMPANY
	(hereafter referred to as the CEDING COMPANY)
REINSURER:	SWISS RE LIFE & HEALTH AMERICA INC.
	(hereafter referred to as the REINSURER)
EFFECTIVE:	As of the dates indicated in the table below

IT IS HEREBY MUTUALLY AGREED between the CEDING COMPANY and the REINSURER that the AGREEMENTS listed below, terminated or active, are amended as follows to clarify how the reinsurance benefits for an Accelerated Living Benefit Rider and its successor, the Terminal Illness Rider, are administered.

TREATY DESCRIPTION	TREATY EFFECTIVE DATE	CEDING COMPANY REFERENCE	REINSURER REFERENCE (Please Confirm)	AMENDMENT EFFECTIVE DATE
FACULTATIVE YRT AGREEMENT	5/12/72	CNA01	I65108US-72	1/1/94
AUTOMATIC COINSURANCE AGREEMENT	7/1/82	CNA02	I65113US-82	1/1/94
AUTOMATIC & FACULTATIVE YRT AGREEMENT	7/1/91	CNA06	I65107US-90	1/1/94
AUTOMATIC YRT REINSURANCE AGREEMENT	1/1/93	CNA07	I65114US-90	1/1/94
AUTOMATIC & FACULTATIVE YRT AGREEMENT	2/1/97	CNA08	I65102US-97	2/1/97
AUTOMATIC POOL — CONFEDERATION LIFE	6/1/97	CNA09	I65103US-97	6/1/97
AUTOMATIC & FACULTATIVE YRT AGREEMENT - INTERNATIONAL	12/1/98	CNA10	I65116US-98	12/1/98
AUTOMATIC & FACULTATIVE YRT AGREEMENT	7/1/99	CNA11	I65117US-99	7/1/99
AUTOMATIC & FACULTATIVE YRT AGREEMENT	7/1/99	CNA12	I65121US-99	7/1/99
AUTOMATIC & FACULTATIVE YRT AGREEMENT — INTERNATIONAL	10/1/99	CNA15	I65122US-99	10/1/99
AUTOMATIC YRT AGREEMENT	11/13/00	CNA16	I65123US-00	11/13/00
AUTOMATIC YRT AGREEMENT	10/15/01	CNA17	I65105US-01	10/15/01
AUTOMATIC YRT AGREEMENT	1/1/02	CNA18	I65125US-02	1/1/02
AUTOMATIC & FACULTATIVE YRT AGREEMENT	1/1/02	CNA19	I65124US-01	1/1/02
AUTOMATIC & FACULTATIVE COINSURANCE AGREEMENT	3/1/03	CNA20	I65106US-02	3/1/03
AUTOMATIC & FACULTATIVE YRT AGREEMENT	3/1/03	CNA21	I65110US-02	3/1/03
AUTOMATIC REINSURANCE AGREEMENT	5/1/03	CNA23	I65111US-02	5/1/03
AUTOMATIC SELF ADMINISTERED YRT REINSURANCE AGREEMENT	8/1/03	CNA24	I67428US-03 (M Life) I95903US-08 (PL)	8/1/03
AUTOMATIC & FACULTATIVE YRT AGREEMENT	8/28/06	CNA26	I65112US-06	8/28/06
AUTOMATIC & FACULTATIVE COINSURANCE AGREEMENT	5/1/08	CNA28	I96013US-08	5/1/08

TREATY DESCRIPTION	TREATY EFFECTIVE DATE	CEDING COMPANY REFERENCE	REINSURER REFERENCE (Please Confirm)	AMENDMENT EFFECTIVE DATE
AUTOMATIC & FACULTATIVE YRT AGREEMENT	10/1/08	CNA29	I96495US-08	10/1/08
AUTOMATIC & FACULTATIVE YRT AGREEMENT	12/1/08	CNA30	I97757US-09	12/1/08
AUTOMATIC SELF ADMINISTERED YRT REINSURANCE AGREEMENT	10/1/07	CNA31	I96502US-08 (MLife) I96499US-08 (PL)	10/1/07
FACULTATIVE YRT AGREEMENT — CONNECTICUT GENERAL	4/1/89	CCG09	I65141US-89	1/1/94
FACULTATIVE YRT AGREEMENT — MERCANTILE & GENERAL	1/1/93	CMG01	I65120US-90	1/1/94
FACULTATIVE OBLIGATORY YRT AGREEMENT — MERCANTILE & GENERAL	1/1/94	CMG02	I65118US-93	1/1/94

Accelerated Living Benefit Rider / Terminal Illness Rider

There are no reinsurance premiums for the Accelerated Living Benefits Rider and its successor the Terminal Illness Rider (each individually and together known herein as the “ALBR/TIR”).

If a benefit for the ALBR/TIR is paid by the Ceding Company, the Reinsurer will reimburse the Ceding Company for its share of the ALBR/TIR benefit at the time of the payment upon receipt of notification from the Ceding Company that the payment has been made.  The net amount at risk (NAR) reinsured hereunder for the policy will be reduced at the same time as the reduction in the face amount of the policy due to payment by the Ceding Company of the ALBR/TIR benefit.

The reinsurance premium paid by the Ceding Company to the Reinsurer on a policy will be reduced upon payment of the ABR/TIR benefit on such policy due to the reduction in such policy’s face amount and NAR.

Upon the death of the insured, the reinsurance death benefit due the Ceding Company from the Reinsurer is the Reinsurer’s share of the reduced NAR, calculated at the date of death.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective on the amendment effective dates indicated above.

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin
	Assistant Vice President,		Vice President,
	Reinsurance		Assistant Secretary
			Legal
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	(illegible)
Date:	2/25/16		2/25/2016
Title:	VP		SVP

AMENDMENT #14

(hereafter called the “AMENDMENT”)

Effective March 5, 2016

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CNA30

Reinsurer Reference I97757US-09

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

Jefferson City, Missouri

NAIC Number 82627

FEIN 060839705

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective March 5, 2016 to reflect the parties’ agreement to reinsure the Ceding Company’s long term care rider issued with reinsured policies.  Article XIX — Increasing Net Amount at Risk Policies and Riders is hereby revised and replaced to include the Long Term Care Rider as attached herein.  Coverage for the Long Term Care Rider will be payable at the rates attached as Exhibit C-5 herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective March 5, 2016:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kathy Young	By:	/s/ Cheryl Tobin
	Kathy Young		Cheryl Tobin
	Vice President		Assistant Secretary
	Risk Management		Legal
Date:	4/7/2017		4/11/17
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	(illegible)
	VP		AVP
Date:	4/6/17		4/6/17

Article XIX

Increasing Net Amount at Risk Policies and Riders

I.Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this Agreement, they will be handled as shown below.  The Ceding Company will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D.  The Ceding Company also underwrites at issue based on the highest amount.  The projected highest amount in all years will also be used to determine the Ceding Company’s retention at issue and the percentage of future changes in NAR as they occur.  As long as the Ceding Company follows the procedures as outlined, the Reinsurer will assume its prorata share of all NAR changes as they occur.  In no case will the reinsured automatic portion exceed the automatic binding limits.  Automatic binding limits are applied by the Ceding Company to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

9.VART is a rider with scheduled coverage amounts that can vary annually.  The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

10.The Ceding Company will report the highest VART amount in all years as the VART total coverage face amount.  Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A.  The face amount ceded will be the Reinsurer’s portion of the highest VART amount based on the Reinsurer’s automatic pool participation percentage.

11.The Ceding Company will report the current net amount at risk as the NAR amount for VART riders.  Premium paid the Reinsurer for VART riders is calculated and paid on the current ceded NAR amount.

12.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

9.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

10.The Ceding Company will report the total projected Option C death benefit.  Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A.  The death benefit amount ceded will be the Reinsurer’s portion of the total face amount based on the Reinsurer’s automatic pool participation percentage.

11.The Ceding Company will report the current net amount at risk as the NAR amount for coverages with Option C.  Premium paid the Reinsurer for Option C coverages is calculated and paid on the current ceded NAR amount.  The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

12.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals.  The Reinsurer’s ultimate potential liability will be no greater than the original projected liability as defined in item 1 above.

Article XIX

Increasing Net Amount at Risk Policies and Riders, continued

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

9.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

10.The Ceding Company will report the ultimate doubled face amount for all Option D coverages issued with the policy.  Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A.  The face amount ceded will be the Reinsurer’s portion of the total face amount based on the Reinsurer’s automatic pool participation percentage.

11.The Ceding Company will report the current net amount at risk as the NAR amount for policies with Option D.  Premium paid the Reinsurer for policies with Option D is calculated and paid on the current ceded NAR amount.

12.Death benefits payable will be based upon current NAR.

G.SIR (Scheduled Increase Rider)

11.SIR is a rider that can have up to a maximum of 10 annual increases which are scheduled at issue.  The percentage must be the same for each increase, and the increases must be completed within 10 years.

12.The Ceding Company will report the highest SIR amount in all years as the total coverage face amount.  Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A.  The face amount ceded will be the Reinsurer’s portion of the highest SIR amount based on the Reinsurer’s automatic pool participation percentage.

13.The Ceding Company will report the current net amount at risk as the NAR amount for SIR riders.  Premium paid the Reinsurer for SIR riders is calculated and paid on the current ceded NAR amount.

14.Death benefits payable will be based upon current NAR.

15.The SIR rider is not allowed on a policy with either the Flexible Duration No Lapse Guarantee rider or the VART rider.

H.Chronic Illness (CI) Accelerated Death Benefit Rider

6.CI is a rider, available for issue ages 20-75, that allows the policyowner to accelerate the death benefit if the insured becomes chronically ill.  To qualify for the benefits of the Pacific Life CI rider, the chronic illness will have to be expected to be permanent.

7.The maximum benefit payout (in lump sum, or 12 monthly payments) will be the lesser of :

a.24% of the death benefit amount on date of initial claim request times the reduction factor;

b.125% of the annual Per Diem limit declared by the IRS;

c.Current death benefit less any scheduled face increases after initial claim request times the reduction factor; or

d.$1,500,000 less any accelerated benefits paid to date times the reduction factor.

8.The maximum accelerated death benefit is $1,500,000.

Article XIX

Increasing Net Amount at Risk Policies and Riders, continued

9.The policyowner does not have to take the maximum election at initial claim time; they can take another election each year after the qualifying event.  However, a new certification that the insured is chronically ill will be required for each policy year in which a benefit payment is requested.

10.The total death benefit available will be reduced by the maximum accelerated death benefit limit available for chronic illness.  For example, if someone has an $8,000,000 death benefit and accelerates the maximum accelerated death benefit ($1,500,000) due to chronic illness, the insured still has a $6,500,000 death benefit remaining.  The less that is accelerated; the more death benefit will remain.

I.Accelerated Death Benefit Rider for Long-Term Care

1.The Premier LTC (PLTC) Rider is an Accelerated Death Benefit Rider for Long-Term Care which allows a policy owner to accelerate payment of a portion of the policy death benefit if the insured is certified as a Chronically Ill Individual by a licensed health care practitioner. The maximum issue age is 75, and the minimum issue age is 18 or 20, depending on the underlying product.

2.The maximum LTC Coverage Amount is the lesser of the Policy Total Face Amount or:

a.$3,000,000 if the 2% Maximum Monthly Percentage is elected

b.$1,500,000 (issue age <65) and $750,000 (issue age 65 or older) if the 4% Maximum Monthly Percentage is elected

3.This rider must be requested at policy issue and is not available to in-force policies at this time. Rider is not available if the policy was issued under the terms of a conversion from another product, unless this rider was included with the original policy.

4.LTC Coverage amount is maintained separate from the Policy Death Benefit.

5.Increases to the Policy Face Amount will not increase the LTC Coverage Amount

6.Decreases to the Policy Face Amount (except from a WD) will not decrease the LTC Coverage Amount except to assure the LTC Coverage Amount is at all times no greater than the Total Face Amount (or if DB Option C is in effect, the Option C Amount, if less). Option C Amount is the DB under Option C, without regard to MDB.

7.Withdrawals will always reduce the LTC Coverage, even if there is no reduction to the Policy Face Amount.

8.Unlike Premier Living Benefits Rider (PLBR), there is a monthly charge for this rider.

9.The PLTC NAR is maintained separately from the base policy NAR and PLTC premiums are calculated using the PLTC NAR.

10.PLTC charges are waived while on PLTC claim but other charges are still applicable.

11.PLTC claims reimbursement will be based on the PLTC NAR.

12.Substandard Table Rating limited A-E and flat extras are limited to $7.50 per 1,000 (annual).

13.Coverage for the Long Term Care Rider will be payable at the rates attached as Exhibit C-5 herein.

II.Business Reinsured on a Facultative Basis

5.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the Ceding Company has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the Reinsurer’s underwriters are aware of the highest projected death benefit amount.  The highest net amount at risk reinsured can never exceed the amount of the Reinsurer’s offer.  Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

6.The Ceding Company may ultimately retain up to double the normal retention or higher with appropriate internal approval.

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes.  The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The Ceding Company and the Reinsurer will share proportionately in face amount increases due to compliance with the requirements of Section 7702 of the Code.

AMENDMENT #15

(hereafter called the “AMENDMENT”)

Effective June 1, 2017

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CNA30

Reinsurer Reference I97757US-09

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

Jefferson City, Missouri

NAIC Number 82627

FEIN 060839705

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective June 1, 2017 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective June 1, 2017:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kimberly Annon	By:	/s/ Cheryl Tobin
	Kimberly Annon		Cheryl Tobin
	Assistant Vice President		Vice President
	Life Reinsurance		Legal
Date:	10/16/17		10/23/17
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	(illegible)
	SVP		AVP
Date:	10/12/2017		10/12/17

AMENDMENT #16

(hereafter called the “AMENDMENT”)

Effective September 25, 2017

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CNA30

Reinsurer Reference I97757US-09

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

Jefferson City, Missouri

NAIC Number 82627

FEIN 060839705

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective September 25, 2017 to revise and replace Article XII — Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term, Reduced Paid-Up Insurance and Policy Split Options in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective September 25, 2017:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kimberly Annon	By:	/s/ Cheryl Tobin
	Kimberly Annon		Cheryl Tobin, Vice President
	Assistant Vice President		Assistant Secretary
	Life Reinsurance		Legal
Date:	10/16/17		10/23/17
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	(illegible)
Title:	SVP	Title:	AVP
Date:	10/12/2017	Date:	10/12/17

Article XII

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options

A.Policy Changes

“Policy changes” refers to the variety of actions that may be made to a policy after issue.  These actions include, but are not limited to, replacements, changes in plans or a change in the face amount of the policy.  If there is a change to the reinsurance on a reinsured policy, the CEDING COMPANY will inform the REINSURER in the subsequent Changes and Terminations Report specified in Exhibit E.

Except as provided in this Article, whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines do not require that full evidence of insurability be obtained, the reinsurance will remain in effect with the REINSURER, whether the change is made before or after any cancellation of this AGREEMENT for new business.  The duration will be measured from the effective date of the original reinsured policy.

Whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines require that full evidence of insurability be obtained, any increase or policy reissue that requires full evidence will be treated as new business and will be reinsured under the terms of the pool in place at the time for new business.

Policy changes to reinsured policies will be subject to the REINSURER’s prior written approval, if:

a)The new ultimate face amount of the policy would be in excess of the Automatic Binding Limits in effect at the time of the change, as set out in Exhibit D; or

b)The new ultimate face amount of the policy and the amount already in force on the same life exceeds the Jumbo Limits stated in Exhibit D; or

c)The policy was reinsured on a facultative basis; or

d)First year premium rates and allowances (if applicable) as specified in Exhibit C will apply to the amount underwritten for a non-contractual increase; or

e)Evidence of insurability is not obtained if required in the CEDING COMPANY’s underwriting guidelines.

B.Lapses

When a policy issued by the CEDING COMPANY lapses, the corresponding reinsurance on the reinsured policy will be terminated effective the same date.  Unless specified otherwise in this AGREEMENT, if a policy fully retained by the CEDING COMPANY lapses, the terms of Article XI will apply.

If a policy issued by the CEDING COMPANY lapses and extended term insurance is elected under the terms of that policy, the corresponding reinsurance on the reinsured policy will continue on the same basis as the original reinsured policy until the expiry of the extended term period.

If a policy issued by the CEDING COMPANY lapses and reduced paid-up insurance is elected under the terms of that policy, the amount of the corresponding reinsurance on the reinsured policy will be reduced according to the terms of Article XI.

If the CEDING COMPANY allows the policy to remain in force under its automatic premium loan regulations, the corresponding reinsurance on the reinsured policy will continue unchanged and in force as long as such regulations remain in effect, except as otherwise provided in this AGREEMENT.

C.Reinstatements

Any policy originally reinsured in accordance with the terms and conditions of this AGREEMENT by the CEDING COMPANY may be automatically reinstated with the REINSURER as long as the policy is reinstated in accordance with the terms and rules of the CEDING COMPANY.  Any policy originally reinsured with the REINSURER on a facultative basis which has been in a lapsed status for more than ninety (90) days must be submitted with underwriting requirements and approved by the REINSURER before it is reinstated.  The CEDING COMPANY will pay the REINSURER its share of amounts collected or charged for the reinstatement of such policies.

Article XII

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options, continued

D.Exchanges (Contractual and Non-Contractual)

Exchanges will be reinsured under this AGREEMENT only if the original policy was reinsured with the REINSURER; the amount of reinsurance under this AGREEMENT will not exceed the amount of the reinsurance on the original policy with the REINSURER immediately prior to the exchange.  Premiums will be determined as follows:

1.If any business covered under this AGREEMENT is subsequently exchanged to any other plan reinsured by the REINSURER, then such business shall be reinsured at the rates as shown in the AGREEMENT covering the new plan.  Rates and allowances or pay percentages applicable to the new plan will be determined at point in scale based on the original policy that is being exchanged.  If the AGREEMENT including the new rates requires policy fees, then they shall also apply to the new plan.

2.If any business covered under this AGREEMENT is subsequently exchanged to a plan not reinsured by the REINSURER, then such business shall continue to be reinsured as if the exchange did not occur, provided that no new health evidence is obtained.

3.A policy resulting from an internal exchange or replacement will be underwritten by the CEDING COMPANY in accordance with its underwriting guidelines, standards and procedures for exchanges and replacements.  If the CEDING COMPANY’s guidelines treat the policy as new business, then the reinsurance will also be considered new business.  For purposes of this Article, new business is defined as those policies on which the CEDING COMPANY has obtained complete and current underwriting evidence on the full amount.

E.Extended Term and Reduced Paid-Up Insurance

Changes as a result of extended term or reduced paid-up insurance will be handled like reductions.

F.Policy Split Option Riders

Split Option Rider (R94-PSO and R03-PSO):  This rider provides owners of a joint life policy the option to split the policy into single life policies.  The split requires underwriting approval and is subject to full evidence of insurability.  The split may be unequal, but the sum of the face amounts of the new policies may not exceed the total face amount of the original joint life policy.  The resulting single life policies will be treated like new business, ceded in accordance with and subject to the provisions for new business under this AGREEMENT. The CEDING COMPANY pays no reinsurance premium for the rider itself.  Regular new business reinsurance premium will apply to the split policy.

Enhanced Policy Split Option Rider (R94-EPSO, R96-EPSO and R03-ESO):  This rider provides owners of a JLS policy the option to split the policy into single life policies.  Evidence of insurability is not required, but the split may be exercised only within 90 days following a change in the Federal Estate Tax Law, as defined in the rider policy form.  The face amount of each new policy cannot exceed 50% of the original joint life policy.

Enhanced Policy Split Option Rider (R17-ESO):  This rider provides owners of a JLS policy the option to split the policy into single life policies.  Evidence of insurability is not required, but the split may be exercised only within 365 days following an Exchange Event, as defined in the rider policy form.  The face amount of each new policy will be an amount up to one-half of the policy’s current eligible coverage.

For the Enhanced Policy Split Option Riders described above, the premium on the new policy will be determined as outlined in paragraph D above for contractual exchanges.

NOTE:An original date policy Reissue will not be treated as a continuation of the original policy.  It will be treated as a new policy and the original policy will be treated as Not Taken.  All premiums previously paid to the REINSURER for the original policy will be refunded to the CEDING COMPANY.  All premiums will be due on the new policy from the original issue date of the old policy.

NOTE:Re-entry, e.g., wholesale replacement and similar programs are not covered under this Article.  If Re-entry is applicable to this treaty, then it will be covered under the Premiums Exhibit.

AMENDMENT #17

(hereafter called the “AMENDMENT”)

Effective April 9, 2012

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CNA30

Reinsurer Reference I97757US-09

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

Jefferson City, Missouri

NAIC Number 82627

FEIN 060839705

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective April 9, 2012 to update the Issue Age ranges for the risk classes reflected in Exhibit C.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective April 9, 2012:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kimberly Annon	By:	/s/ Cheryl Tobin
	Kimberly Annon		Cheryl Tobin, Vice President
	Assistant Vice President		Assistant Secretary
	Life Reinsurance		Legal
Date:	10/16/17		10/23/17
SWISS RE LIFE & HEALTH AMERICA INC.
By:	(illegible)	By:	/s/ Michelle Grusenmeyer
	VP
Date:	12/7/18		12/7/2018

EX-99.(7)(C)

Exhibit 99.(7)(c)

CEDING COMPANY Treaty ID CMU09

REINSURER Reference:   3764

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereinafter called the AGREEMENT)

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

MUNICH AMERICAN REASSURANCE COMPANY

Atlanta, Georgia

NAIC Number 66346

FEIN 580828824

(hereinafter called the REINSURER)

This AGREEMENT is Effective December 1, 2008

Table of Contents

Article Number	Article Description	Page Number
I	Automatic Coverage	4
II	Facultative Reinsurance	6
III	Premiums	7
IV	Administration	8
V	Reserves	10
VI	DAC Tax Regulations	11
VII	Errors and Omissions	12
VIII	Expense of Original Policy	13
IX	Changes in Retention and Recapture Privileges	14
X	Terminations and Reductions	15
XI	Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term, Reduced Paid-Up Insurance and Policy Split Options	16
XII	Liability	19
XIII	Claims	20
XIV	Arbitration	22
XV	Insolvency	23
XVI	Right to Inspect	25
XVII	Duration of AGREEMENT	26
XVIII	Increasing Net Amount at Risk Policies and Riders	27
XIX	Temporary Insurance Agreement	29
XX	Offset	30
XXI	Representations and Warranties	31
XXII	Confidentiality	32
XXIII	Parties to the AGREEMENT	33
XXIV	Execution of AGREEMENT	34

	Exhibit
A	Limits of Retention
B	Basis of Reinsurance and Policy Plans Reinsured
C	Premiums
C-1	Rate Tables - Single Life
C-2	Rate Tables - Joint Life
C-3	Rate Tables - Magnastar
C-4	Joint Last Survivor Mortality Calculation
D	Limits
E	Statement Specifications
F	Sample Policy Exhibit
G	Temporary Insurance Agreement
H	International Risk Guidelines

Reinsurance required by the CEDING COMPANY will be assumed by the REINSURER as described in the terms of this AGREEMENT.

This reinsurance AGREEMENT constitutes the entire AGREEMENT between the parties with respect to the business being reinsured hereunder and there are no understandings between the parties other than as expressed in this AGREEMENT.

Any change or modification to this AGREEMENT is null and void unless made by amendment to this AGREEMENT and signed by both parties.

Article I

Automatic Coverage

A.Reinsurance hereunder will be ceded automatically by the CEDING COMPANY on an excess of retention basis as shown in Exhibits A, B and D, and will be reported to the REINSURER according to the terms in Exhibit E.

B.The CEDING COMPANY may cede and the REINSURER will automatically accept reinsurance, if all of the following conditions are met for each life:

1.The CEDING COMPANY has retained its maximum limit of retention as shown in Exhibit A.

2.The Policy Plans reinsured are shown in Exhibit B.

3.The total ultimate amount of reinsurance, including contractual increases and the amount already reinsured on that life under this AGREEMENT and all other agreements between the REINSURER and the CEDING COMPANY does not exceed the Automatic Binding Limits as shown in Exhibit D.

4.The sum of the amount of insurance already in force and applied for on that life, with all companies, does not exceed the Jumbo Limits as shown in Exhibit D.

5.The CEDING COMPANY has not made facultative application on the current life to any reinsurer within the last five (5) years unless the reason for prior facultative submission was solely for capacity that may now be accommodated within the terms of this AGREEMENT, or unless the case was issued and reinsured standard or subsequently rerated to standard.

6.The risk is a permanent resident of the United States, Canada, Puerto Rico or Guam.

7.The CEDING COMPANY applies its normal underwriting guidelines that have been agreed to in advance by the REINSURER.

8.The application is not on the life of an individual who is a member of the National Football League (NFL), National Basketball Association (NBA), Major League Baseball (MLB) or National Hockey League (NHL).

9.The REINSURER acknowledges that foreign travel policy application questions may not be used if prohibited by law.

10.The REINSURER has been supplied with the underwriting guidelines, preferred class and senior assessment documents.  The CEDING COMPANY will promptly notify the REINSURER in advance of any proposed material changes to its underwriting guidelines, preferred class and senior assessment documents affecting business applicable to this AGREEMENT.

C.   New Business

New business as defined in this Article and Article XI are those policies on which:

a. The CEDING COMPANY has obtained complete and current underwriting evidence in accordance with its standard underwriting practices and guidelines on the full amount  issued, including the highest face amount illustrated at issue,

b.The full normal commissions are paid by the CEDING COMPANY for the new plan and

c.The suicide and contestable provisions apply from the effective date of the new plan subject to any applicable state laws and regulations regarding suicide exclusions and contestability periods.

Article II

Facultative Reinsurance

A.The CEDING COMPANY will have the option to submit any case facultatively which it does not wish to cede automatically or which it may not cede automatically under the provisions of Article I.

B.The CEDING COMPANY will send copies of the original applications, all medical reports, inspection reports, attending physician’s statement and any additional information pertinent to the insurability of the risk.

C.The CEDING COMPANY will also notify the REINSURER of any underwriting information requested or received after the initial request for reinsurance is made.  For policies which contain automatic increase provisions, the CEDING COMPANY will inform the REINSURER of the highest risk amount for which reinsurance is being requested.

D.On a timely basis, the REINSURER will submit a written decision.  In no case will the REINSURER’s offer on facultative submissions be open after 120 days have elapsed from the date of the REINSURER’s offer to participate in the risk (“Offer Deadline”).  Unless the REINSURER explicitly states in writing that the final offer is extended, the offer will be automatically withdrawn at the end of day 120.

Acceptance of the offer in writing by the CEDING COMPANY and delivery of the policy according to the rules of the CEDING COMPANY must occur on or prior to the Offer Deadline.  Unless the CEDING COMPANY gives notification on or prior to Offer Deadline , there shall not be any reinsurance on the risk and Errors and Omissions as stated in Article VII shall not apply.  It is the understanding of both parties that if reinsurance is accepted by the REINSURER in accordance with the terms set forth herein, the policy is not required to appear on the CEDING COMPANY’s in-force records on or prior to the Offer Deadline.  However, the policy will appear on the CEDING COMPANY’s in-force records within a reasonable time following the Offer Deadline.

E.The REINSURER will not be liable for proceeds paid under the CEDING COMPANY’s conditional receipt or temporary insurance agreement for risks submitted on a facultative basis except as provided in Article XIX.

F.The Policy Plans reinsured are shown in Exhibit B.

G.The CEDING COMPANY may cede Waiver of Premium only if reinsurance for the benefits is specifically requested in the facultative submission and an offer subsequently made by the REINSURER is  accepted by the CEDING COMPANY.

H.The reinsurance rates for facultative business will be the same as for automatic business.

Article III

Premiums

A.Plans of insurance listed in Exhibit B will be reinsured on the yearly renewable term basis with the REINSURER participating only in mortality risks (not cash values, loans, dividends or other features specific to permanent policies).  The mortality risk shall be the net amount at risk (“NAR”) on that portion of the policy which is reinsured with the REINSURER.

B.Premiums for Life Reinsurance and reinsurance of Supplemental Benefits will be based on the rates and allowances described in Exhibit C.

C.Premiums will be increased by any flat extra premium charged the insured on the face amount initially reinsured described in Exhibit C.

D.There will be no premium tax reimbursement.

E.The reinsurance rates shown in Exhibit C are guaranteed for one year and the REINSURER anticipates continuing to accept premiums on the basis of these rates indefinitely.  In subsequent years, the REINSURER reserves the right to increase such rates provided, however, that:

(i)The reinsurance rates may not be increased above the statutory net valuation premium applicable to the reinsured policies after such increase,

(ii)The reinsurance rates may, at the REINSURER’s option, be increased to the extent required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY with respect to the reinsured policies.

If the REINSURER exercises its right to increase reinsurance rates under this AGREEMENT in an amount greater than that required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY for the reinsured policies, the CEDING COMPANY may recapture all of the reinsured policies on which reinsurance rates have been increased regardless of the reinsured policies’ duration in force.  If the CEDING COMPANY elects to recapture under this provision, the following terminal accounting will occur: REINSURER will pay the CEDING COMPANY any unearned premium  under this AGREEMENT prior to the effective date of recapture, the CEDING COMPANY will pay the REINSURER any due, but unpaid premiums up to the effective date of recapture, REINSURER shall not be liable under this AGREEMENT for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture.  There will be no transfer of reserves between REINSURER and the CEDING COMPANY for any policy recaptured under this AGREEMENT and any other amounts due and unpaid will also be paid prior to the effective date of recapture.

F.Reinsurance premiums are due as long as reinsurance is in force.

Article IV

Administration

A.The CEDING COMPANY will administer the records for the reinsurance ceded to the REINSURER under this AGREEMENT.  The CEDING COMPANY will furnish monthly statements to the REINSURER which contain the following information:

1.A list of all premiums due for the current month, identifying each policy and explaining the reasons for each premium payment.

2.Premium subtotals adequate for the REINSURER to use for its premium accounting including first year, renewal year, automatic and facultative totals.

3.A list of new business, terminations and changes for the current month.  For new business and changes, the CEDING COMPANY must identify the reinsurance agreement and provide information adequate for the REINSURER to establish reserves, check retention limits and check premium calculations.

4.Totals for inforce, new business, changes and each type of termination, as of the end of the month. “Totals” refer to the number of policies reinsured and the net amount at risk reinsured.  For bordereau business see sample Policy Exhibit in Exhibit F.

In addition, the CEDING COMPANY must provide the REINSURER with an in force listing of reinsured business at least once a year.  This in force listing must contain information adequate for the REINSURER to audit its in force records.  See Exhibit E.

B.If the CEDING COMPANY chooses to report its reinsurance transactions via electronic media, the CEDING COMPANY shall consult with the REINSURER to determine the appropriate reporting format.  Should the CEDING COMPANY subsequently desire to make changes in the data format or the code structure, the CEDING COMPANY shall communicate such changes to the REINSURER prior to the use of such changes in reports to the REINSURER.

C.The monthly statements shall be furnished to the REINSURER within thirty days following the close of each month and will be accompanied by payment of any net amount due the REINSURER.  All premiums not paid within thirty (30) days of the due date, defined as each policy’s 12-month anniversary, will be in default.

D.Claims submitted for Waiver of Premium or Waiver of Charges will be reported and netted against monthly billings.

E.Premium for new business, terminations and changes are due at the end of the month in which the transaction occurs and cover the period from the transaction date to the end of the calendar quarter.  Continuing premium is due for a calendar quarter period at the end of the first month of the calendar quarter except for any policy having its anniversary within that calendar quarter.  Continuing premium for such policies is payable in two segments.  Premium from the beginning of the calendar quarter to the policy anniversary is due at the end of the first month of the calendar quarter.  Premium from the policy anniversary to the end of the calendar quarter is due at the end of the anniversary month.  The quarterly premium is based on the annual premium divided by 4.

F.The REINSURER reserves the right to charge interest calculated using the 180 day treasury rate as stated in the Wall Street Journal on the on the date the payment becomes due when:

1.Renewal premiums are not paid within sixty (60) days of the due date.

2.Premiums for new business are not paid within one hundred twenty (120) days of the date the policy is issued.

Article IV

Administration, continued

G.The payment of reinsurance premiums is a condition precedent to the liability of the REINSURER for reinsurance covered by this Agreement.  The REINSURER will have the right to terminate this AGREEMENT when premiums are in default in accordance with the terms herein by giving ninety (90) days written notice of termination to the CEDING COMPANY.  If the CEDING COMPANY has not paid the reinsurance premium due by the close of the last day of this ninety (90) day notice period, the REINSURER’s liability for all risks reinsured under this AGREEMENT will terminate.  The first day of the ninety (90) day notice of termination, resulting from default as described in Section C of this Article, will be the day the notice is received in the mail by the CEDING COMPANY or if the mail is not used, the day it is delivered to the CEDING COMPANY.  If all premiums in default are received within the ninety (90) day time period, the AGREEMENT will remain in effect.

H.The CEDING COMPANY will not force termination under the provisions of this Article solely to avoid the provisions regarding recapture in Article IX, nor to transfer the reinsured policies to another Reinsurer.

I.All payments and reporting by both parties under this Agreement will be made in United States dollars.

Article V

Reserves

A.The CEDING COMPANY agrees to post on its books any deficiency reserves on the coverage reinsured under this AGREEMENT.

B.Credit for Reserves:  The parties intend that the CEDING COMPANY will receive statutory reserve credit in its state of domicile for reinsurance provided under this AGREEMENT.  The parties agree to use reasonable efforts to ensure that such reserve credit will remain available to the CEDING COMPANY.

Article VI

DAC Tax Regulations

The CEDING COMPANY and the REINSURER hereby agree to the following pursuant to Section 1.848-2(g)(8) of the Income Tax Regulations issued December 29, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended (the “Code”).

1.The term “party” will refer to either the CEDING COMPANY or the REINSURER as appropriate.

2.The terms used in this Article are defined by reference to Treasury Regulation Section 1.848-2 in effect as of December 29, 1992.  The term “net consideration” will refer to net consideration as defined in Treasury Regulation Section 1.848-2(f).

3.The party with the net positive consideration for this AGREEMENT for each taxable year will capitalize specified policy acquisition expenses with respect to this AGREEMENT without regard to the general deductions limitation of Code Section 848(c)(1).

4.The CEDING COMPANY and the REINSURER agree to exchange information pertaining to the amount of net consideration under this AGREEMENT each year to ensure consistency.  The CEDING COMPANY and the REINSURER also agree to exchange information which may be otherwise required by the Internal Revenue Service.

5.The CEDING COMPANY will submit a schedule to the REINSURER by June 1 of each year of its calculation of the net consideration for the preceding calendar year.  This schedule of calculations will be accompanied by a statement signed by an officer of the CEDING COMPANY stating that the CEDING COMPANY will report such net consideration in its tax return for the preceding calendar year.

6.The REINSURER may contest such calculation by providing an alternative calculation to the CEDING COMPANY in writing.  If the REINSURER does not so notify the CEDING COMPANY, the REINSURER will report the net consideration as determined by the CEDING COMPANY in the REINSURER’s tax return for the previous calendar year.

7.If the REINSURER contests the CEDING COMPANY’s calculation of the net consideration, the parties will act in good faith to reach an agreement as to the correct amount.  If the CEDING COMPANY and the REINSURER reach agreement on an amount of net consideration, each party shall report such amount in their respective tax returns for the previous calendar year.  If the CEDING COMPANY and the REINSURER fail to reach agreement on an amount of net consideration, each party may choose to report their own determination of net consideration on their respective tax returns.

Article VII

Errors and Omissions

It is expressly understood and agreed that if failure to comply with any terms of this AGREEMENT is hereby shown to be unintentional or the result of misunderstanding, oversight or omission in the administration of reinsurance on the part of either the CEDING COMPANY or the REINSURER, both the CEDING COMPANY and the REINSURER shall be restored to the position they would have occupied had no such error or oversight occurred, subject always to the correction of the error or oversight, except as provided in Article II.

This provision shall apply only to clerical errors relating to the administration of reinsurance covered by this AGREEMENT and not to the administration of the insurance provided by the CEDING COMPANY to its insured.  Any negligent or deliberate acts or omissions by the CEDING COMPANY or its agents regarding the insurance provided are the responsibility of the CEDING COMPANY and its liability insurer, if any, but not that of the REINSURER.  There is a mutual obligation of the CEDING COMPANY and REINSURER to ensure that all errors are identified and corrected in an equitable manner at the earliest possible date.

However, REINSURER will not provide reinsurance for policies that do not satisfy the parameters of this AGREEMENT, nor will REINSURER be responsible for negligent or deliberate acts or for repetitive errors in administration by the CEDING COMPANY.  Upon discovery of such errors, the CEDING COMPANY will endeavor to correct such errors within a reasonable time following discovery otherwise, there will be no reinsurance on the affected policies.  If either party discovers that the CEDING COMPANY has failed to cede reinsurance as provided in this AGREEMENT, or failed to comply with its reporting requirements, REINSURER may require the CEDING COMPANY to audit its records for similar errors and to take the actions necessary to avoid similar errors in the future.  If REINSURER has received no evidence that the CEDING COMPANY has taken action to remedy such a situation, REINSURER’S liability is limited to correctly reported policies only.

Article VIII

Expense of Original Policy

The CEDING COMPANY will bear the expense of all medical examinations, inspection fees and other charges incurred in connection with the original policy.

Article IX

Changes in Retention and Recapture Privileges

A.If, at any time, the CEDING COMPANY changes its existing retention limits, as shown in Exhibit A, written notice of the change will promptly be given to the REINSURER.

B.The CEDING COMPANY may apply the new limits of retention to existing reinsurance and reduce and recapture reinsurance in force in accordance with the following rules:

1.The CEDING COMPANY will notify the REINSURER of its intent to recapture at least ninety (90) days prior to any recaptures.

2.No recapture will be made unless reinsurance has been in force ten (10) years, and then only in conjunction with an increase in CEDING COMPANY’S maximum limits of retention.  Amounts eligible for recapture are those that would have been retained if the new retention had been in place at the time of the original issue of the policy.

3.Recapture will become effective on the policy anniversary date following notification of the CEDING COMPANY’s intent to recapture.

4.No recapture will be made unless the CEDING COMPANY retained its maximum limit of retention for the plan, age and mortality rating at the time the policy was issued as shown in Exhibits A and D.  No recapture will be allowed in any class of fully reinsured business or in any classes of risks for which the CEDING COMPANY established special retention limits less than the CEDING COMPANY’s maximum retention limits for the plan, age and mortality rating at the time the policy was issued.

5.If any reinsurance is recaptured all reinsurance eligible for recapture under the provisions of this Article must be recaptured.

6.If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied to each company in proportion to the total outstanding reinsurance.

7.The CEDING COMPANY shall first recapture business that was ceded on an excess basis, then may recapture quota share business; however, the CEDING COMPANY must have retained its full retention at the time of issue on the quota share business.

C.The CEDING COMPANY reserves the right to recapture, in accordance with item E of Article III, Premiums, by giving 90 days’ notice in the event the REINSURER raises reinsurance premium rates.  .

D.In the event of recapture, the following terminal accounting will occur: the REINSURER will pay the CEDING COMPANY any unearned premium under this AGREEMENT prior to the effective date of recapture, the CEDING COMPANY will pay the REINSURER any due, but unpaid premiums up to the effective date of recapture, REINSURER shall not be liable under this AGREEMENT for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture.  There will be no transfer of reserves between REINSURER and the CEDING COMPANY for any policies recaptured under this AGREEMENT and any other amounts due and unpaid will also be paid prior to the effective date of recapture.

E.If there is a reinsured waiver of premium claim in effect when recapture takes place, the REINSURER will continue to pay its share of the waiver claim until it terminates.  The REINSURER will not be liable for any other benefits, including the basic life risk, that are eligible for recapture.  All such eligible benefits will be recaptured as if there were no waiver claim in effect.

Article X

Terminations and Reductions

Terminations or reductions will take place in accordance with the following rules, in order of priority:

1.The CEDING COMPANY must keep its initial or recaptured retention on the policy.

2.Termination or reduction of a wholly reinsured policy will not affect other reinsurance in force.

3.A termination or reduction on a wholly retained case will cause an equal reduction in existing automatic reinsurance with the oldest policy being reduced first.

4.A termination or reduction will be made first to reinsurance of partially reinsured policies with the oldest policy being reduced first.

5.If the policies are reinsured with multiple reinsurers, the reinsurance will be reduced by the ratio of the amount of reinsurance in each company to the total outstanding reinsurance on the risk involved.

Article XI

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options

A.Policy Changes

“Policy changes” refers to the variety of actions that may be made to a policy after issue.  These actions include, but are not limited to, replacements, changes in plans or a change in the face amount of the policy.  If there is a change to the reinsurance on a reinsured policy, the CEDING COMPANY will inform the REINSURER in the subsequent Changes and Terminations Report specified in Exhibit E.

Except as provided in this Article, whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines do not require that full evidence of insurability be obtained, the reinsurance will remain in effect with the REINSURER, whether the change is made before or after any cancellation of this AGREEMENT for new business.  The duration will be measured from the effective date of the original reinsured policy.

Whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines require that full evidence of insurability be obtained, any increase or policy reissue that requires full evidence will be treated as new business and will be reinsured under the terms of the pool in place at the time for new business.

Policy changes to reinsured policies will be subject to the REINSURER’s prior written approval, if:

a)The new ultimate face amount of the policy would be in excess of the Automatic Binding Limits in effect at the time of the change, as set out in Exhibit D; or

b)The new ultimate face amount of the policy and the amount already in force on the same life with all companies exceeds the Jumbo Limits stated in Exhibit D; or

c)The policy was reinsured on a facultative basis; or

d)First year premium rates and allowances (if applicable) as specified in Exhibit C will apply to the amount underwritten for a non-contractual increase; or

e)Evidence of insurability is not obtained if required in the CEDING COMPANY’s underwriting guidelines.

B.Lapses

When a policy issued by the CEDING COMPANY lapses, the corresponding reinsurance on the reinsured policy will be terminated effective the same date.  Unless specified otherwise in this AGREEMENT, if a policy fully retained by the CEDING COMPANY lapses, the terms of Article X will apply.

If a policy issued by the CEDING COMPANY lapses and extended term insurance is elected under the terms of that policy, the corresponding reinsurance on the reinsured policy will continue on the same basis as the original reinsured policy until the expiry of the extended term period.

If a policy issued by the CEDING COMPANY lapses and reduced paid-up insurance is elected under the terms of that policy, the amount of the corresponding reinsurance on the reinsured policy will be reduced according to the terms of Article X.

If the CEDING COMPANY allows the policy to remain in force under its automatic premium loan regulations, the corresponding reinsurance on the reinsured policy will continue unchanged and in force as long as such regulations remain in effect, except as otherwise provided in this AGREEMENT.

Article XI

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options, continued

C.Reinstatements

Any policy originally reinsured in accordance with the terms and conditions of this AGREEMENT by the CEDING COMPANY may be automatically reinstated with the REINSURER as long as the policy is reinstated in accordance with the terms and rules of the CEDING COMPANY.  Any policy originally reinsured with the REINSURER on a facultative basis which has been in a lapsed status for more than ninety (90) days must be submitted with underwriting requirements and approved by the REINSURER before it is reinstated.  The CEDING COMPANY will pay the REINSURER its share of amounts collected or charged for the reinstatement of such policies.

D.Exchanges (Contractual and Non-Contractual)

Exchanges will be reinsured under this AGREEMENT only if the original policy was reinsured with the REINSURER; the amount of reinsurance under this AGREEMENT will not exceed the amount of the reinsurance on the original policy with the REINSURER immediately prior to the exchange.  Premiums will be determined as follows:

1If any business covered under this AGREEMENT is subsequently exchanged to any other plan reinsured by the REINSURER, then such business shall be reinsured at the rates as shown in the AGREEMENT covering the new plan.  Rates and allowances or pay percentages applicable to the new plan will be determined at point in scale based on the original policy that is being exchanged.  If the AGREEMENT including the new rates requires policy fees, then they shall also apply to the new plan.

2.If any business covered under this AGREEMENT is subsequently exchanged to a plan not reinsured by the REINSURER, then such business shall continue to be reinsured as if the exchange did not occur, provided that no new health evidence is obtained.

3.A policy resulting from an internal exchange or replacement will be underwritten by the CEDING COMPANY in accordance with its underwriting guidelines, standards and procedures for exchanges and replacements.  If the CEDING COMPANY’s guidelines treat the policy as new business, then the reinsurance will also be considered new business.

For purposes of this Article, new business is defined as those policies on which the CEDING COMPANY has obtained complete and current underwriting evidence in accordance with its standard underwriting practices and guidelines on the full amount issued, including the highest face amount illustrated at issue.  The suicide and contestable provisions apply from the effective date of the new plan, subject to applicable state laws and regulations regarding suicide exclusions and contestability periods.  The full, normal commissions are paid by the CEDING COMPANY for the new plan.

E.Extended Term and Reduced Paid-Up Insurance

Changes as a result of extended term or reduced paid-up insurance will be handled like reductions.

F.Policy Split Option Riders

Split Option Rider (R94-PSO and R03-PSO):  This rider provides owners of a joint life policy the option to split the policy into single life policies.  The split requires underwriting approval and is subject to full evidence of insurability.  The split may be unequal, but the sum of the face amounts of the new policies may not exceed the total face amount of the original joint life policy.  The resulting single life policies will be treated like new business, ceded in accordance with and subject to the provisions for new business under this AGREEMENT. The CEDING COMPANY pays no reinsurance premium for the rider itself.  Regular new business reinsurance premium will apply to the split policy.

Article XI

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options, continued

Enhanced Policy Split Option Rider (R94-EPSO, R96-EPSO and R03-ESO):  This rider provides owners of a JLS policy the option to split the policy into single life policies.  Evidence of insurability is not required, but the split may be exercised only within 90 days following a change in the Federal Estate Tax Law, as defined in the rider policy form.  The face amount of each new policy cannot exceed 50% of the original joint life policy. Premiums will be on a point-in-scale basis on the single lives.

NOTE:An original date policy Reissue will not be treated as a continuation of the original policy.  It will be treated as a new policy and the original policy will be treated as Not Taken.  All premiums previously paid to the REINSURER for the original policy will be refunded to the CEDING COMPANY.  All premiums will be due on the new policy from the original issue date of the old policy.

NOTE:Re-entry, e.g., wholesale replacement and similar programs are not covered under this Article.  If Re-entry is applicable to this treaty, then it will be covered under the Premiums Exhibit.

Article XII

Liability

A.This is an AGREEMENT solely between the REINSURER and the CEDING COMPANY.  In no instance will anyone other than the REINSURER or the CEDING COMPANY have any rights under this AGREEMENT, and the CEDING COMPANY will be and remain solely liable to any insured, policy owner, or beneficiary under any policy reinsured hereunder.

B.The liability for all automatic and facultative reinsurance as applicable to this AGREEMENT and accepted by the REINSURER under this AGREEMENT will commence simultaneously with that of the CEDING COMPANY.

C.The REINSURER will not be liable for proceeds paid under the CEDING COMPANY’s conditional receipt or temporary insurance agreement unless conditions for coverage under Article XIX, Temporary Insurance Agreement, of this AGREEMENT are met.

D.Liability for all reinsurance submitted facultatively to the REINSURER will commence when all of the following conditions have been met:

1.The REINSURER’s offer has been accepted and the CEDING COMPANY has properly documented its records to reflect this acceptance, and

2.The policy has been delivered and paid for in accordance with the CEDING COMPANY’s procedures, and

3.No more than one-hundred twenty (120) days have elapsed from the date of the REINSURER’s final offer unless the REINSURER explicitly states in writing that the final offer is extended for some further period of time.

The terms of Article VII will not apply to facultative submissions, if the CEDING COMPANY does not give notification before the expiration date (120 days) as stated in Article II.

E.The liability of the REINSURER for all reinsurance under this AGREEMENT will cease simultaneously with the liability of the CEDING COMPANY and will not exceed the CEDING COMPANY’s contractual liability under the terms of its policies.

Article XIII

Claims

A.Prompt notice of a claim must be given to the REINSURER.  In every case of loss, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient.  Copies thereof, together with proof of the amount paid on such claim by the CEDING COMPANY will be furnished to the REINSURER when requesting its share of any claim for a policy where REINSURER’S net amount at risk is $500,000 or greater or the policy’s duration is 5 years or less.  The CEDING COMPANY will not routinely forward copies of the proofs obtained for claims for policies where REINSURER’S net amount at risk less than $500,000 unless the claim is contestable.  However, the REINSURER may request, and the CEDING COMPANY will send, additional non-proprietary documents on any claim reinsured under this AGREEMENT.  The REINSURER shall pay its share of all payable claims, in accordance with the terms of this AGREEMENT.  However, if the amount reinsured with the REINSURER is more than the amount retained by the CEDING COMPANY and the claim is contestable, all papers in connection with such claim, including all underwriting and investigation papers, must be submitted to the REINSURER for its review before admission of any liability on the part of the CEDING COMPANY.

B.The CEDING COMPANY will notify the REINSURER in writing of its intention to contest, compromise, or litigate a claim.  Unless it declines to be a party to such action, the REINSURER will pay its share of any settlement up to the maximum that would have been payable under the specific policy had there been no controversy plus its share of specific expenses, except as specified below.

If the REINSURER declines to be a party to the contest, compromise, or litigation of a claim, it will pay its full share of the amount reinsured, as if there had been no contest, compromise, or litigation, and its proportionate share of covered expenses incurred to the date it notifies the CEDING COMPANY it declines to be a party.  REINSURER will be released from any and all further liability in connection with the policy, including, but not limited to any obligation it may have to pay claim expenses.

In no event will the following categories of expenses or liabilities be reimbursed:

1.Routine investigative or administrative expenses;

2.Salaries of employees or other internal expenses of the CEDING COMPANY or the original issuing company;

3.Extra contractual damages, including punitive and exemplary damages;

4.Expenses incurred in connection with a dispute or contest arising out of conflicting or any other claims of entitlement to policy proceeds or benefits.

C.If the amount of insurance changes because of a misstatement of rate classification or age, the REINSURER’s share of reinsurance liability will change proportionately.

D.For approved Waiver of Premium or Waiver of Cost benefit claims, the REINSURER will pay the CEDING COMPANY its portion of the amount of gross premiums waived by the CEDING COMPANY.

E.Prior to the expiration of  the deadline for notification of acceptance of the facultative offer (120 days) from the CEDING COMPANY, if a death occurs, then the CEDING COMPANY will apply the tie breaker rule on facultative submissions as described below:

1.The risk will be ceded to the reinsurers with the best offers.

2.If reinsurers are tied with identical offers, the earlier offers will be ceded the risk.

If REINSURER is not notified before the expiration date (120 days), there shall not be any reinsurance on the risk and Errors and Omissions shall not apply.

Article XIII

Claims, continued

F.If the CEDING COMPANY returns premium to the policy owner or beneficiary as a result of fraud or misrepresentation within the policy contestable period or suicide of the insured, the REINSURER will refund net reinsurance premiums received on that policy without interest to the CEDING COMPANY in lieu of any other form of reinsurance benefit payable under this AGREEMENT.

G.Claims recovery is based on the net amount at risk as of the date of death plus interest, if applicable, in proportion to interest paid the beneficiary(s) calculated at a daily rate.  The applicable interest rate is determined by state law.

H.REINSURER shall not be liable for any Claim Exception made by the CEDING COMPANY related to any policy reinsured under this AGREEMENT unless, after the CEDING COMPANY’s consultation with the REINSURER, the REINSURER agrees to accept any such liability.  A “Claim Exception” is a decision made by the CEDING COMPANY to pay a claim that is (i) inconsistent or contrary to the terms of the applicable policy, (ii) contrary to the CEDING COMPANY’s claims procedures, (iii) inconsistent with applicable law, or (iv) made solely to alleviate or reduce the CEDING COMPANY’s risk exposure as a result of misconduct or negligence by it or its representatives.  It is the REINSURER’s expectation that, in the event the CEDING COMPANY is ordered, by a court or regulator, to pay a claim that falls within any of the categories set forth above, the REINSURER will support the CEDING COMPANY by paying its share of the claim unless negligence or misconduct by the CEDING COMPANY or its representative is involved.

Article XIV

Arbitration

A.It is the intention of the REINSURER and the CEDING COMPANY that the customs and practices of the insurance and reinsurance industry will be given full effect in the operation and interpretation of this AGREEMENT.  The parties agree to act in all things with the highest good faith.  If the REINSURER or the CEDING COMPANY cannot mutually resolve a dispute which arises out of or relates to this AGREEMENT, however, the dispute will be decided through arbitration.  The arbitrators will base their decision on the terms and conditions of this AGREEMENT plus, as necessary, on the customs and practices of the insurance and reinsurance industry rather than solely on a strict interpretation of the applicable law; there will be no appeal from their decision, and any court having jurisdiction of the subject matter and the parties may reduce that decision to judgment.

B.To initiate arbitration, either the CEDING COMPANY or the REINSURER will notify the other party by Certified Mail of its desire to arbitrate, stating the nature of its dispute and the remedy sought.  The party to which the notice is sent will respond to the notification in writing within ten (10) days of its receipt.

C.There will be three arbitrators who will be current or former officers of life insurance or life reinsurance companies other than the parties to this Agreement, their affiliates or subsidiaries.  Each of the parties will appoint one of the arbitrators and these two arbitrators will select the third.  If either party refuses or neglects to appoint an arbitrator within sixty (60) days, the other party may appoint the second arbitrator.  If the two arbitrators do not agree on a third arbitrator within sixty (60) days of their appointment, each of the arbitrators will nominate three individuals.  Each arbitrator will then decline two of the nominations presented by the other arbitrator.  The third arbitrator will then be chosen from the remaining two nominations by drawing lots.

D.It is agreed that each of the three arbitrators should be impartial regarding the dispute and should resolve the dispute on the basis described in Section A of this Article.  Therefore, at no time will either the CEDING COMPANY or the REINSURER contact or otherwise communicate with any person who is to be or has been designated as a candidate to serve as an arbitrator concerning the dispute, except upon the basis of jointly drafted communications provided by both the CEDING COMPANY and the REINSURER to inform the arbitrators of the nature and facts of the dispute.  Likewise, any written or oral arguments provided to the arbitrators concerning the dispute will be coordinated with the other party and will be provided simultaneously to the other party or will take place in the presence of the other party.  Further, at no time will any arbitrator be informed that the arbitrator has been named or chosen by one party or the other.

E.The arbitration hearing will be held at a location to be agreed upon by the parties on the date fixed by the arbitrators.  In no event will this date be later than six (6) months after the appointment of the third arbitrator unless mutually agreed by the parties.  As soon as possible, the arbitrators will establish pre-arbitration procedures as warranted by the facts and issues of the particular case.  At least ten (10) days prior to the arbitration hearing, each party will provide the other party and the arbitrators with a detailed statement of the facts and arguments it will present at the arbitration hearing.  The arbitrators may consider any relevant evidence; they will give the evidence such weight as they deem it entitled to after consideration of any objections raised concerning it.  The party initiating the arbitration will have the burden of proving its case by a preponderance of the evidence.  Each party may examine any witnesses who testify at the arbitration hearing.

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

G.This Article will survive termination of this Agreement.

Article XV

Insolvency

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

1.Applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of its properties or assets; or

2.Is adjudicated as bankrupt or insolvent; or

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

4.Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the party’s domicile.

B.In the event of the insolvency of the CEDING COMPANY and the appointment of a conservator, liquidator, or statutory successor, the portion of any risk or obligation assumed by the REINSURER shall be payable to the conservator, liquidator, or statutory successor on the basis of claims allowed against the insolvent company by any court of competent jurisdiction or by any conservator, liquidator, or statutory successor of the company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims.  Payments by the REINSURER as set forth in this subdivision shall be made directly to the CEDING COMPANY or to its conservator, liquidator, or statutory successor.  The REINSURER will be liable only for benefits reinsured as benefits become due under the terms of the reinsured policies and will not be or become liable for any amounts or reserves to be held by the CEDING COMPANY as to the reinsured policies or for any damages owed by the CEDING COMPANY as a result of issuance of any of the policies.

C.In the event of insolvency of the CEDING COMPANY, the conservator, liquidator, or statutory successor will immediately give written notice to the REINSURER of all pending claims against the CEDING COMPANY on any policies reinsured.  While a claim is pending, the REINSURER may investigate and interpose, at its own expense, in the proceedings where the claim is adjudicated, any defense or defenses which it may deem available to the CEDING COMPANY or its conservator, liquidator or statutory successor.  The expense incurred by the REINSURER will be chargeable, subject to court approval, against the CEDING COMPANY as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the CEDING COMPANY solely as a result of the defense undertaken by the REINSURER.  Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the reinsurance AGREEMENT as though such expense had been incurred by the CEDING COMPANY.

D.In the event of the insolvency of the REINSURER, the CEDING COMPANY may cancel this AGREEMENT for new business by promptly providing the REINSURER or its Authorized Representative with written notice of cancellation, to be effective as of the date on which the REINSURER’s insolvency is established by the authority responsible for such determination.  Any requirement for a notification period prior to the cancellation of the AGREEMENT would not apply under such circumstances.

Article XV

Insolvency, continued

In addition, in the event of the insolvency of the REINSURER, the CEDING COMPANY may provide the REINSURER or its Authorized Representative with written notice of its intent to recapture all reinsurance in force under this AGREEMENT regardless of the duration the reinsurance has been in force or the amount retained by the CEDING COMPANY on the reinsured policies.  The effective date of a recapture due to insolvency will be at the election of the CEDING COMPANY but may not be earlier than the date on which the REINSURER’s insolvency is established by the authority responsible for such determination.  If the CEDING COMPANY elects to terminate reinsurance under this Article, the following terminal accounting will occur: REINSURER will pay the CEDING COMPANY any unearned premium under this AGREEMENT prior to the effective date of recapture, the CEDING COMPANY will pay the REINSURER any due, but unpaid premiums up to the effective date of recapture , REINSURER shall not be liable under this AGREEMENT for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture.  There will be no transfer of reserves between REINSURER and the CEDING COMPANY for any policy recaptured under this AGREEMENT  and any other amounts due and unpaid will also be paid prior to the effective date of recapture.

E.In the event of the insolvency of either party, the rights or remedies of this AGREEMENT will remain in full force and effect.

Article XVI

Right to Inspect

Either party, or their duly authorized representatives, will have the right to inspect the other party’s original papers, records, and all documents, whether written or electronic, relating to the business reinsured under this AGREEMENT including underwriting, claims, processing, and administration at either parties office or through secure remote electronic access, at the option of the parties.  Such access will be provided during regular business hours at the office of the inspected party.  Assuming the inspecting party has continued to perform the undisputed portion of its obligations under this AGREEMENT, the inspected party may not withhold access to information and records on the grounds that the inspecting party is in breach. REINSURER’s right to inspect records includes access to records controlled or provided by third parties as it relates specifically to the transactions set forth herein and/or the risks associated therewith, including but not limited to third party claims and underwriting administrators.

The inspecting party’s right of access as specified above will survive until all of the inspecting party’s obligations under this AGREEMENT have terminated or been fully discharged.

Subject to the inspecting party’s written approval, the inspected party may share with a third party (or parties), results of the inspecting party’s underwriting, claims and administrative audits of the inspected party, except for those sections of the audit reports, or methodology employed that the inspecting party considers proprietary.

Article XVII

Duration of AGREEMENT

A.This AGREEMENT may be terminated as to new reinsurance at any time by either party giving ninety (90) days written notice of termination.  The day the notice is mailed to the other party’s Home Office, or, if the mail is not used, the day it is delivered to the other party’s Home Office or to an Officer of the other party will be the first day of the ninety (90) day period.

B.During the ninety (90) day period, this AGREEMENT will continue to operate in accordance with its terms.

C.The REINSURER and the CEDING COMPANY will remain liable after termination, in accordance with the terms and conditions of this AGREEMENT, with respect to all reinsurance effective prior to termination of this AGREEMENT.

Article XVIII

Increasing Net Amount at Risk Policies and Riders

I.Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this AGREEMENT, they will be handled as shown below.  The CEDING COMPANY will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D.  The CEDING COMPANY also underwrites at issue based on the highest face amount illustrated at issue.  The projected highest amount in all years will also be used to determine the CEDING COMPANY’s retention at issue and the percentage of future changes in NAR as they occur.  As long as the CEDING COMPANY follows the procedures as outlined, the REINSURER will assume its prorata share of all NAR changes as they occur.  In no case will the reinsured automatic portion exceed the automatic binding limits.  However, if the actual death benefit and/or NAR on a given life exceeds the automatic binding limits shown in Exhibit D, then the CEDING COMPANY will be on the risk for any excess unless alternative arrangements are made at that time.  Automatic binding limits are applied by the CEDING COMPANY to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

1.VART is a rider with scheduled coverage amounts that can vary annually.  The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the highest VART amount in all years as the VART total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest VART amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for VART riders.  Premium paid the REINSURER for VART riders is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

1.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the total projected Option C death benefit.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The death benefit amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for coverages with Option C.  Premium paid the REINSURER for Option C coverages is calculated and paid on the current ceded NAR amount.  The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

4.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals.  The REINSURER’s ultimate potential liability will be no greater than the original projected liability as defined in item 1 above.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

1.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

2.The CEDING COMPANY will report the ultimate doubled face amount for all Option D coverages issued with the policy.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for policies with Option D.  Premium paid the REINSURER for policies with Option D is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

II.Business Reinsured on a Facultative Basis

A.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the CEDING COMPANY has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the REINSURER’s underwriters are aware of the highest projected death benefit amount.  The highest net amount at risk reinsured can never exceed the amount of the REINSURER’s offer.  Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

B.The CEDING COMPANY may ultimately retain up to double the normal retention or higher with appropriate internal approval.

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes.  The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The CEDING COMPANY and the REINSURER will share proportionately in face amount increases in accordance with I.R.C. § 7702.

Article XIX

Temporary Insurance Agreement

A.Subject to the terms, conditions, and limits of this AGREEMENT and provided the conditions set forth in Section B of this article are fulfilled, the REINSURER shall reimburse the CEDING COMPANY for Temporary Insurance Agreement (TIA) reinsurance.  TIA reinsurance is defined as reinsurance on a claim pursuant to a TIA, which either:

(1)The CEDING COMPANY’s total claim liability exceed the appropriate retention set forth in the Retention Schedule due to the existence of prior risk retained by the CEDING COMPANY on the life or

(2)An unconditional offer to reinsure has been made by the REINSURER in response to a facultative request for reinsurance where the CEDING COMPANY has proposed to keep less than its full retention as set forth in the Retention Schedule.  An unconditional offer to reinsure is a final offer made by the REINSURER with no conditions other than routine requirements such as time for delivery, certificate of health, etc.  In no event shall the REINSURER liability pursuant to this article exceed the REINSURER excess percentage share under this AGREEMENT unless the REINSURER has made an unconditional facultative offer for a larger amount.

B.The following conditions must be satisfied in order for reinsurance of a TIA to be effective:

(1)The CEDING COMPANY must become liable for a claim pursuant to a TIA issued on a form in conformity to the appropriate form of the Temporary Insurance Agreement Exhibit G of this AGREEMENT; and

(2)The TIA must be given in return for an application for a policy form included in the Policy Plans Reinsured Exhibit which would bear a policy date in the range covered by this AGREEMENT; and

(3)As of the date of the proposed insured’s death, either the policy has not been submitted facultatively, or, if submitted facultatively then the following conditions determine the REINSURER’s liability in the event of a valid TIA claim:

i)If, as of the proposed insured’s date of death, the CEDING COMPANY has not received any unconditional offer to reinsure, then the automatic reinsurers will reimburse the CEDING COMPANY for the TIA reinsurance according to their excess percentage shares under this AGREEMENT; or

ii)If, as of the proposed insured’s date of death, the CEDING COMPANY has received an unconditional offer or offers to reinsure that at least equal the TIA reinsurance, then the reinsurer(s) having made the unconditional offer(s) will reimburse the CEDING COMPANY for the TIA reinsurance.  For the purpose of the comparisons detailed below, a flat rating of $2.50 per thousand is equivalent to 1 table rating.  In the case of multiple offers received by the date of death, a lower offer takes precedence over a higher offer, and in the case of identical offers, an offer received on an earlier day takes precedence over an offer received on a later day; or

iii)If, as of the proposed insured’s date of death, the CEDING COMPANY has received an unconditional offer or offers to reinsure, with such offer(s) failing to at least equal the TIA reinsurance, then the reinsurer(s) having made the unconditional offer(s) will reimburse the CEDING COMPANY for the offered amount(s), with the excess to be shared among the remaining automatic reinsurers, and each automatic reinsurer’s share equal to A divided by B below (“A/B”), where

A = the automatic reinsurer’s excess percentage share under this AGREEMENT, and

B = the sum of each remaining automatic reinsurer’s shares under this AGREEMENT.

iv)Nothing in the foregoing shall preclude the CEDING COMPANY from reinsurance reimbursement for a valid TIA claim, up to the full TIA claim amount, for an amount unconditionally offered by the REINSURER in response to a facultative request by the CEDING COMPANY proposing to retain less than its limit of retention.  If the CEDING COMPANY has proposed a specific retention in its facultative request for reinsurance, that shall be its retention.  If the CEDING COMPANY has not specified a retention in the facultative request, then its retention shall be 25% of the risk unless it has documented in its underwriting file that its initial evaluation of the risk is higher than table 6, in which case it shall have no retention.

Article XX

Offset

Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or the CEDING COMPANY with respect to this AGREEMENT are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid provided the party that seeks to avail itself of this right of offset is not in breach of any provision of this AGREEMENT.

The right of offset will not be affected or diminished due to the insolvency of either party, subject to any limitation imposed by any applicable state law or regulation.

Article XXI

Representations and Warranties

A.This AGREEMENT is entered into in reliance on the utmost good faith of the parties.

B.Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed.  Each party will promptly notify the other if it is subsequently not solvent on a statutory basis.

C.Prior to the execution of this AGREEMENT, the CEDING COMPANY has provided to the REINSURER certain documents and materials for use in connection with its assessment of the risks covered hereby (together, the “Underwriting Information”).

The CEDING COMPANY represents and warrants that:

1)To the best of the CEDING COMPANY’s knowledge, all factual information contained in the Underwriting Information was true, and accurate as at the time of disclosure and not materially misleading (whether by omission or otherwise) and was prepared in an orderly fashion so as to be capable of reasonable commercial analysis; and

2)To the best of the CEDING COMPANY’s knowledge, there has been no material adverse change in the anticipated profitability of the reinsured policies between the latest “as of” date of the documents included as Underwriting Information and the effective date of this AGREEMENT.

Not withstanding the foregoing, the CEDING COMPANY makes no representations or warranties as to the future experience or profitability to be realized from the reinsured policies.

D.For as long as either party retains any liability hereunder, the CEDING COMPANY represents and warrants that, to the best of the CEDING COMPANY’s knowledge, the information and data supplied to the REINSURER pursuant to its obligations hereunder have been and shall be true, complete and accurate, and not misleading as of the time of disclosure.

E.The parties have entered into this AGREEMENT on the basis that the CEDING COMPANY adheres to established business practices as documented and disclosed to the REINSURER prior to the execution of this AGREEMENT.  Such business practices include those concerning marketing and distribution, underwriting, policy issuance and administration, and claims management described in the Underwriting Information.

The REINSURER will be promptly notified of material changes to any of the CEDING COMPANY’s significant business practices as to the policies reinsured under this AGREEMENT.  Examples of such matters include, but are not limited to, changes in underwriting or issue practices or philosophy, changes in senior underwriting or claims management personnel, distribution, sales practices, target markets, or changes in the CEDING COMPANY’s ownership or control.

Article XXII

Confidentiality

The parties acknowledge that as a result of this AGREEMENT, each party may have access to and receive from the other party (1) non-public personally identifiable financial and/or health information (“NPI”), as defined in federal and state law, regarding consumers, customers, former customers and/or their beneficiaries and (2) information assets, trade secrets, and product, business and employee information (“Company Information”).  The parties agree to maintain the confidentiality of such NPI and Company Information and shall not use, disclose, furnish or make accessible such NPI or Company Information to anyone other than authorized employees and agents of that party as necessary to carry out the party’s obligations under this AGREEMENT.  Each party further agrees to establish and maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the NPI and Company Information.  At the request of the party that owns the NPI or Company Information, or in the absence of such request, upon termination of this AGREEMENT, the other party shall promptly return all NPI and Company Information which has been provided to it, or dispose of such NPI or Company Information in a manner agreed upon by the parties, unless the party is required to maintain such NPI or Company Information under federal or state laws or regulations.  Each party has the right to verify the other party’s compliance with this Article XXII by audit, inspection or other means at its own expense.  The REINSURER shall be permitted to share Confidential Information with applicable regulators, rating agencies, accountants, advisors, auditors, affiliates or otherwise as permitted by law, so long as they agree to maintain the confidentiality of such Confidential Information.

Article XXIII

Parties to the AGREEMENT

This is an AGREEMENT solely between the REINSURER and the CEDING COMPANY.  In no instance will anyone other than the REINSURER or the CEDING COMPANY have any rights under this AGREEMENT, and the CEDING COMPANY is and will remain solely liable to any insured, policyowner, or beneficiary under the original policies reinsured hereunder.

Article XXIV

Execution of AGREEMENT

In Witness of the above,

PACIFIC LIFE INSURANCE COMPANY

of

Omaha, Nebraska

and

MUNICH AMERICAN REASSURANCE COMPANY

of

Atlanta, Georgia

have by their respective officers executed and delivered this AGREEMENT in duplicate on the dates indicated below, with an effective date of December 1, 2008.

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson	By:	/s/ Ceryl Tobin
	Kent Johnson		Cheryl Tobin
	Vice President,		Assistant Vice President,
	Actuarial and Reinsurance		Assistant Secretary
			Legal
Date:	12/21/09		12/23/09
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ James M Filmore	By:	/s/ Melinda S. Dressler
	James M. Filmore		Melinda S. Dressler
	VP & Actuary		2nd VP, Treaty
Date:	Dec 13, 2009		12/14/09

EX-99.(7)(C)(1)

Exhibit 99.(7)(c)(1)

AMENDMENT #1

(hereafter called the “AMENDMENT”)

Effective March 1, 2010

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWALBLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CMU09

Reinsurer Reference 3764

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

MUNICH AMERICAN REASSURANCE COMPANY

Atlanta, Georgia

NAIC Number 66346

FEIN 580828824

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that this AGREEMENT is amended as respects new business issued on and after March 1, 2010 to revise and replace Article III in its entirety and the first two pages of Exhibit C — Premiums as attached hereinto to reflect how flat extra premiums will be charged.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective March 1, 2010:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	03/19/10		3/22/10
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Phil Murphy	By:	/s/ Melinda Dressler
	Phil Murphy		Melinda Dressler
	2nd VP & Marketing Underwriter		2nd VP, Treaty
Date:	3/11/2010		3/12/10

Article III

Premiums

A.Plans of insurance listed in Exhibit B will be reinsured on the yearly renewable term basis with the REINSURER participating only in mortality risks (not cash values, loans, dividends or other features specific to permanent policies).  The mortality risk shall be the net amount at risk (“NAR”) on that portion of the policy which is reinsured with the REINSURER.

B.Premiums for Life Reinsurance and reinsurance of Supplemental Benefits will be based on the rates and allowances described in Exhibit C.

C.Premiums will be increased by any flat extra premium charged the insured based on the ceded NAR as described in Exhibit C.

D.There will be no premium tax reimbursement.

E.The reinsurance rates shown in Exhibit C are guaranteed for one year and the REINSURER anticipates continuing to accept premiums on the basis of these rates indefinitely.  In subsequent years, the REINSURER reserves the right to increase such rates provided, however, that:

1.The reinsurance rates may not be increased above the statutory net valuation premium applicable to the reinsured policies after such increase,

2.The reinsurance rates may, at the REINSURER’s option, be increased to the extent required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY with respect to the reinsured policies.

If the REINSURER exercises its right to increase reinsurance rates under this AGREEMENT in an amount greater than that required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY for the reinsured policies, the CEDING COMPANY may recapture all of the reinsured policies on which reinsurance rates have been increased regardless of the reinsured policies’ duration in force.  If the CEDING COMPANY elects to recapture under this provision, the following terminal accounting will occur: REINSURER will pay the CEDING COMPANY any unearned premium  under this AGREEMENT prior to the effective date of recapture, the CEDING COMPANY will pay the REINSURER any due, but unpaid premiums up to the effective date of recapture, REINSURER shall not be liable under this AGREEMENT for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture.  There will be no transfer of reserves between REINSURER and the CEDING COMPANY for any policy recaptured under this AGREEMENT and any other amounts due and unpaid will also be paid prior to the effective date of recapture.

F.Reinsurance premiums are due as long as reinsurance is in force.

AMENDMENT #2

(hereafter called the “AMENDMENT”)

Effective November 1, 2010

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CMU09

Reinsurer Reference 3764

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

MUNICH AMERICAN REASSURANCE COMPANY

Atlanta, Georgia

NAIC Number 66346

FEIN 580828824

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that this AGREEMENT is amended as respects new business issued on and after November 1, 2010 to revise and replace the rate factors.  Exhibit C — Premiums is revised and replaced it its entirety with the attached Exhibit C.  For policies issued prior to November 1 2010, the rate factors as shown in the original Exhibit C of the treaty will continue to apply.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective November 1, 2010:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	12/01/10		12/3/10
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Phil Murphy	By:	/s/ Melinda Dressler
	Phil Murphy		Melinda Dressler
	2nd VP, IL Marketing		2nd VP, Treaty
Date:	11/29/10		11/29/10

AMENDMENT #3

(hereafter called the “AMENDMENT”)

Effective December 1, 2008

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CMU09

Reinsurer Reference 3764

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

MUNICH AMERICAN REASSURANCE COMPANY

Atlanta, Georgia

NAIC Number 66346

FEIN 580828824

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that this AGREEMENT is amended to revise and replace the Joint Life Plans (One Life Uninsurable “OLU”) paragraph in Exhibit C — Premiums as shown below:

Joint Life Plans (One Life Uninsurable “OLU”)

OLU means a joint last survivor case with one life appraised at Table 16 or higher.  The consideration payable for this coverage shall be based on the appropriate annual life rate from the attached Rate Table, labeled C-1.  The applicable rate will be determined based on the healthier life, or as determined in Exhibit D.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective December 1, 2008:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	02/09/11		2/10/11
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Phil Murphy	By:	/s/ Melinda Dressler
	Phil Murphy		Melinda Dressler
	2nd VP, IL Marketing		2nd VP, Treaty
Date:	2/1/11		2/1/11

AMENDMENT #4

(hereafter called the “AMENDMENT”)

Effective March 1, 2011

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CMU09

Reinsurer Reference 3764

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

MUNICH AMERICAN REASSURANCE COMPANY

Atlanta, Georgia

NAIC Number 66346

FEIN 580828824

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective March 1, 2011 to revise and replace Exhibit D in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective March 1, 2011:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	06/01/11		6/3/11
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Phil Murphy	By:	/s/ Melinda Dressler
	Phil Murphy		Melinda Dressler
	2nd VP, IL Marketing		2nd VP, Treaty
Date:			5/25/11

AMENDMENT #5

(hereafter called the “AMENDMENT”)

Effective June 1, 2011

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CMU09

Reinsurer Reference 3764

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

MUNICH AMERICAN REASSURANCE COMPANY

Atlanta, Georgia

NAIC Number 66346

FEIN 580828824

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective June 1, 2011 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective June 1, 2011:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	07/16/11		7/18/11
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Phil Murphy	By:	/s/ Melinda Dressler
	Phil Murphy		Melinda Dressler
	2nd VP, IL Marketing		2nd VP, Treaty
Date:	7/8/11		7/14/11

AMENDMENT #6

(hereafter called the “AMENDMENT”)

Effective December 1, 2010

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CMU09

Reinsurer Reference 3764

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

MUNICH AMERICAN REASSURANCE COMPANY

Atlanta, Georgia

NAIC Number 66346

FEIN 580828824

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective December 1, 2010 to revise and replace Article XVIII — Increasing Net Amount at Risk Policies and Riders and Exhibit B — Basis of Reinsurance and Policy Plans Reinsured in their entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective December 1, 2010:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	11/11/11		11/14/11
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Phil Murphy	By:	/s/ Melinda Dressler
	Phil Murphy		Melinda Dressler
	2nd VP, IL Marketing		2nd VP, Treaty
Date:	December 1, 011		12/1/11

Article XVIII

Increasing Net Amount at Risk Policies and Riders

I.             Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this AGREEMENT, they will be handled as shown below.  The CEDING COMPANY will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D.  The CEDING COMPANY also underwrites at issue based on the highest amount.  The projected highest amount in all years will also be used to determine the CEDING COMPANY’s retention at issue and the percentage of future changes in NAR as they occur.  As long as the CEDING COMPANY follows the procedures as outlined, the REINSURER will assume its prorata share of all NAR changes as they occur.  In no case will the reinsured automatic portion exceed the automatic binding limits.  However, if the actual death benefit and/or NAR on a given life exceeds the automatic binding limits shown in Exhibit D, then the CEDING COMPANY will be on the risk for any excess unless alternative arrangements are made at that time.  Automatic binding limits are applied by the CEDING COMPANY to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

1.VART is a rider with scheduled coverage amounts that can vary annually.  The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the highest VART amount in all years as the VART total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest VART amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for VART riders.  Premium paid the REINSURER for VART riders is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

1.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the total projected Option C death benefit.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The death benefit amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for coverages with Option C.  Premium paid the REINSURER for Option C coverages is calculated and paid on the current ceded NAR amount.  The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

4.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals.  The REINSURER’s ultimate potential liability will be no greater than the original projected liability as defined in item 1 above.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

1.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

2.The CEDING COMPANY will report the ultimate doubled face amount for all Option D coverages issued with the policy.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for policies with Option D.  Premium paid the REINSURER for policies with Option D is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

D.SIR (Scheduled Increase Rider) (Refer to PL Rider # R10SIR for additional detail)

1.SIR is a rider that can have up to a maximum of 10 annual increases which are scheduled at issue.  The percentage must be the same for each increase, and the increases must be completed within 10 years.

2.The CEDING COMPANY will report the highest SIR amount in all years as the total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest SIR amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for SIR riders.  Premium paid the REINSURER for SIR riders is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

5.The SIR rider is not allowed on a policy with either the Flexible Duration No Lapse Guarantee rider or the VART rider.

II.            Business Reinsured on a Facultative Basis

1.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the CEDING COMPANY has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the REINSURER’s underwriters are aware of the highest projected death benefit amount.  The highest net amount at risk reinsured can never exceed the amount of the REINSURER’s offer.  Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

2.The CEDING COMPANY may ultimately retain up to double the normal retention or higher with appropriate internal approval.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes.  The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The CEDING COMPANY and the REINSURER will share proportionately in face amount increases due to compliance with the requirements of Section 7702 of the Code.

AMENDMENT #7

(hereafter called the “AMENDMENT”)

Effective December 8, 2011

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CMU09

Reinsurer Reference 3764

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

MUNICH AMERICAN REASSURANCE COMPANY

Atlanta, Georgia

NAIC Number 66346

FEIN 580828824

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective December 8, 2011 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective December 8, 2011:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	01/05/12		1/6/12
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Phil Murphy	By:	/s/ Melinda Dressler
	Phil Murphy		Melinda Dressler
	2nd VP, IL Marketing		2nd VP, Treaty
Date:	December 14, 2011		12/14/11

AMENDMENT #8

(hereafter called the “AMENDMENT”)

Effective May 1, 2012

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CMU09

Reinsurer Reference 3764

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

MUNICH AMERICAN REASSURANCE COMPANY

Atlanta, Georgia

NAIC Number 66346

FEIN 580828824

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective May 1, 2012 to reflect the parties’ agreement to reinsure the CEDING COMPANY’s chronic illness rider issued with reinsured policies.  Article XVIII — Increasing Net Amount at Risk Policies and Exhibit B - Basis of Reinsurance and Policy Plans Reinsured are hereby revised and replaced to include the Chronic Illness (CI) Accelerated Death Benefit Rider as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective May 1, 2012:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	Assistant Vice President		Assistant Secretary
	Reinsurance		Legal
Date:	11/5/12		11/8/12
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Phil Murphy	By:	/s/ Melinda Dressler
	Phil Murphy		Melinda Dressler
	2nd VP, IL Marketing		2nd VP, Treaty
Date:	October 22, 2012		October 22, 2012

Article XVIII

Increasing Net Amount at Risk Policies and Riders

I.Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this AGREEMENT, they will be handled as shown below.  The CEDING COMPANY will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D.  The CEDING COMPANY also underwrites at issue based on the highest amount.  The projected highest amount in all years will also be used to determine the CEDING COMPANY’s retention at issue and the percentage of future changes in NAR as they occur.  As long as the CEDING COMPANY follows the procedures as outlined, the REINSURER will assume its prorata share of all NAR changes as they occur.  In no case will the reinsured automatic portion exceed the automatic binding limits.  However, if the actual death benefit and/or NAR on a given life exceeds the automatic binding limits shown in Exhibit D, then the CEDING COMPANY will be on the risk for any excess unless alternative arrangements are made at that time.  Automatic binding limits are applied by the CEDING COMPANY to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

5.VART is a rider with scheduled coverage amounts that can vary annually.  The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

6.The CEDING COMPANY will report the highest VART amount in all years as the VART total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest VART amount based on the REINSURER’s automatic pool participation percentage.

7.The CEDING COMPANY will report the current net amount at risk as the NAR amount for VART riders.  Premium paid the REINSURER for VART riders is calculated and paid on the current ceded NAR amount.

8.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

5.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

6.The CEDING COMPANY will report the total projected Option C death benefit.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The death benefit amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

7.The CEDING COMPANY will report the current net amount at risk as the NAR amount for coverages with Option C.  Premium paid the REINSURER for Option C coverages is calculated and paid on the current ceded NAR amount.  The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

8.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals.  The REINSURER’s ultimate potential liability will be no greater than the original projected liability as defined in item 1 above.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

5.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

6.The CEDING COMPANY will report the ultimate doubled face amount for all Option D coverages issued with the policy.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

7.The CEDING COMPANY will report the current net amount at risk as the NAR amount for policies with Option D.  Premium paid the REINSURER for policies with Option D is calculated and paid on the current ceded NAR amount.

8.Death benefits payable will be based upon current NAR.

E.SIR (Scheduled Increase Rider) (Refer to PL Rider # R10SIR for additional detail)

6.SIR is a rider that can have up to a maximum of 10 annual increases which are scheduled at issue.  The percentage must be the same for each increase, and the increases must be completed within 10 years.

7.The CEDING COMPANY will report the highest SIR amount in all years as the total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest SIR amount based on the REINSURER’s automatic pool participation percentage.

8.The CEDING COMPANY will report the current net amount at risk as the NAR amount for SIR riders.  Premium paid the REINSURER for SIR riders is calculated and paid on the current ceded NAR amount.

9.Death benefits payable will be based upon current NAR.

10.The SIR rider is not allowed on a policy with either the Flexible Duration No Lapse Guarantee rider or the VART rider.

F.Chronic Illness (CI) Accelerated Death Benefit Rider (See also attached example below)

1.CI is a rider, available for issue ages 20-75, that allows the policyowner to accelerate the death benefit if the insured becomes chronically ill.  To qualify for the benefits of the Pacific Life CI rider, the chronic illness will have to be expected to be permanent.

2.The maximum benefit payout (in lump sum, or 12 monthly payments) will be the lesser of:

a.24% of the death benefit amount on date of initial claim request times the reduction factor;

b.125% of the annual Per Diem limit declared by the IRS;

c.Current death benefit less any scheduled face increases after initial claim request times the reduction factor; or

d.$1,500,000 less any accelerated benefits paid to date times the reduction factor.

3.The maximum accelerated death benefit is $1,500,000.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

4.The policyowner does not have to take the maximum election at initial claim time; they can take another election each year after the qualifying event.  However, a new certification that the insured is chronically ill will be required for each policy year in which a benefit payment is requested.

5.The total death benefit available will be reduced by the maximum accelerated death benefit limit available for chronic illness.  For example, if someone has an $8,000,000 death benefit and accelerates the maximum accelerated death benefit ($1,500,000) due to chronic illness, the insured still has a $6,500,000 death benefit remaining.  The less that is accelerated; the more death benefit will remain.

II.Business Reinsured on a Facultative Basis

3.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the CEDING COMPANY has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the REINSURER’s underwriters are aware of the highest projected death benefit amount.  The highest net amount at risk reinsured can never exceed the amount of the REINSURER’s offer.  Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

4.The CEDING COMPANY may ultimately retain up to double the normal retention or higher with appropriate internal approval.

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes.  The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The CEDING COMPANY and the REINSURER will share proportionately in face amount increases due to compliance with the requirements of Section 7702 of the Code.

AMENDMENT #9

(hereafter called the “AMENDMENT”)

Effective January 1, 2012

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CMU09

Reinsurer Reference 3764

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

MUNICH AMERICAN REASSURANCE COMPANY

Atlanta, Georgia

NAIC Number 66346

FEIN 580828824

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that effective January 1, 2012 Equity-Indexed Universal Life policies issued through M Life Distributors that fall within automatic reinsurance parameters will be ceded to M Life Insurance Company as described in Exhibit B - Basis of Reinsurance and Policy Plans Reinsured, Item 1.  Therefore, the AGREEMENT is hereby amended to revise and replace Exhibit B - Basis of Reinsurance and Policy Plans Reinsured as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective January 1, 2012:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	Assistant Vice President		Assistant Secretary
	Reinsurance		Legal
Date:	2/12/13		2/14/13
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Phil Murphy	By:	/s/ Melinda Dressler
	Phil Murphy		Melinda Dressler
	2nd VP, IL Marketing		2nd VP, Treaty
Date:	2/6/2013		2/5/13

AMENDMENT #10

(hereafter called the “AMENDMENT”)

Effective August 1, 2013

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CMU09

Reinsurer Reference 3764

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

MUNICH AMERICAN REASSURANCE COMPANY

Atlanta, Georgia

NAIC Number 66346

FEIN 580828824

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective August 1, 2013 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective August 1, 2013:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	Assistant Vice President,		Assistant Secretary
	Reinsurance		Legal
Date:	10/4/13		10/8/13
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Phil Murphy	By:	/s/ Melinda S Webb
	Phil Murphy		Melinda Webb
	2nd VP, IL Marketing		Associate General Counsel
Date:	9/30/2013		9/30/2013

REINSURANCE AMENDMENT (Amendment #11)

CEDING COMPANY:	PACIFIC LIFE INSURANCE COMPANY
	(hereafter referred to as the CEDING COMPANY)
REINSURER:	MUNICH AMERICAN REASSURANCE COMPANY
	(hereafter referred to as the REINSURER)
EFFECTIVE:	January 1, 2015

IT IS HEREBY MUTUALLY AGREED between the CEDING COMPANY and the REINSURER that the Confidentiality Article for all AGREEMENTS listed below, terminated or active, is replaced in its entirety with the revised Confidentiality Article attached hereto.

Treaty Description	Effective Date	CEDING COMPANY Reference	REINSURER Reference (Please Confirm)
FACULTATIVE YRT AGREEMENT	1/1/1990	CMU01	158
AUTOMATIC & FACULTATIVE YRT AGREEMENT	12/1/1998	CMU02
AUTOMATIC & FACULTATIVE YRT AGREEMENT	7/1/1999	CMU03
AUTOMATIC & FACULTATIVE YRT AGREEMENT	10/1/1999	CMU04	1633
AUTOMATIC & FACULTATIVE YRT AGREEMENT	3/1/2003	CMU05
AUTOMATIC & FACULTATIVE YRT AGREEMENT	10/1/2008	CMU06	3730
AUTOMATIC & FACULTATIVE YRT AGREEMENT	1/1/2004	CMU07
AUTOMATIC & FACULTATIVE YRT AGREEMENT	8/28/2006	CMU08	3428
AUTOMATIC & FACULTATIVE YRT AGREEMENT	12/1/2008	CMU09	3764
AUTOMATIC & FACULTATIVE YRT AGREEMENT	6/1/2013	CMU10	4095
AUTOMATIC & FACULTATIVE YRT AGREEMENT	12/9/2013	CMU11	4155
FACULTATIVE YRT AGREEMENT	8/1/1988	CCN01	L2200 / 2318
AUTOMATIC & FACULTATIVE YRT AGREEMENT	2/1/1997	CCN02
AUTOMATIC & FACULTATIVE YRT AGREEMENT	12/1/1998	CCN03
AUTOMATIC & FACULTATIVE YRT AGREEMENT	7/1/1999	CCN04
AUTOMATIC & FACULTATIVE YRT AGREEMENT	10/1/1999	CCN05	2747
FACULTATIVE YRT AGREEMENT	5/1/2003	CCNP1
AUTOMATIC REINSURANCE AGREEMENT	7/1/1988	CMUP5	246

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective January 1, 2015.

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin
	Assistant Vice President,		Assistant Vice President,
	Reinsurance		Assistant Secretary
			Legal
Date:	1/29/15		2/5/15
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Jinnah Cox	By:	/s/ Melinda S. Webb
Date:	1/21/2015		1/21/2015
Title:	AVP, 2L Marketing Actuary		Associate General Counsel

Confidentiality Article

The parties acknowledge that as a result of this Agreement, each party may have access to and receive from the other party (1) non-public personally identifiable financial and/or health information (“NPI”), as defined in federal and state law, regarding consumers, customers, former customers and/or their beneficiaries and (2) information assets, trade secrets, and product, business and employee information (“Company Information” and together with NPI, “Confidential Information”).  The parties agree to maintain the confidentiality of all Confidential Information and shall not use, disclose, furnish or make accessible the Confidential Information to anyone other than authorized employees and agents of that party as necessary to carry out the party’s obligations under this Agreement or analyze the business covered by the Agreement. If a party, or any third party for whom such party is responsible, is required by law at the request of a governmental or judicial entity to disclose Confidential Information, then except as otherwise required by law that party shall immediately notify the other party of such request in advance of such disclosure so that it may take appropriate action to protect the Confidential Information.

Each party further agrees to establish and maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the Confidential Information.  At the request of the party that provided the Confidential Information, or in the absence of such request, upon termination of all obligations associated with this Agreement, the other party shall promptly return all Confidential Information which has been provided to it, or dispose of such Confidential Information in a manner agreed upon by the parties.  Notwithstanding the preceding, the other party shall be permitted to retain a copy of any Confidential Information for documentation or archival purposes pursuant to such party’s normal record retention policies or to comply with federal or state laws or regulations provided any such copies shall remain subject to the terms of this Article regardless of the termination of this Agreement until destroyed in accordance with the normal record retention policies of the party.

The parties shall be permitted to share Confidential Information with applicable regulators, rating agencies, accountants, advisors, auditors, affiliates, contractors, retrocessionaires or otherwise as permitted by law (“Permitted Third Parties”) provided the Permitted Third Party agrees to maintain the confidentiality of such information and the disclosing party shall be liable for any disclosure by any Permitted Third Party as if the disclosure had been made by such party.

Each party agrees that (1) it will immediately notify the other party if it becomes aware of any unauthorized access to or collection, use, or disclosure of Confidential Information in its possession or in the possession of a third party (including, but not limited to, any Permitted Third Parties) to whom such party provided access (“Data Breach”) and (2) will cooperate in and be liable for the costs of any investigation or action the other party reasonably determines is necessary as the result of such Data Breach, and for any damages, expenses, liabilities incurred by such party arising from claims or actions by third parties resulting from such Data Breach. The parties hereto further agree to comply with all applicable federal, state and local laws pertaining to breach of data security.

Each party has the right to verify the other party’s compliance with this Article by audit or inspection.

REINSURANCE AMENDMENT (Amendment #12)

CEDING COMPANY:	PACIFIC LIFE INSURANCE COMPANY
	(hereafter referred to as the CEDING COMPANY)
REINSURER:	MUNICH AMERICAN REASSURANCE COMPANY
	(hereafter referred to as the REINSURER)
EFFECTIVE:	As of the dates indicated in the table below

IT IS HEREBY MUTUALLY AGREED between the CEDING COMPANY and the REINSURER that the AGREEMENTS listed below, terminated or active, are amended as follows to clarify how the reinsurance benefits for an Accelerated Living Benefit Rider and its successor, the Terminal Illness Rider, are administered.

TREATY DESCRIPTION	TREATY EFFECTIVE DATE	CEDING COMPANY REFERENCE	REINSURER REFERENCE	AMENDMENT EFFECTIVE DATE
FACULTATIVE YRT AGREEMENT	1/1/1990	CMU01	158	1/1/1994
AUTOMATIC & FACULTATIVE YRT AGREEMENT	12/1/1998	CMU02	1603	12/1/1998
AUTOMATIC & FACULTATIVE YRT AGREEMENT	7/1/1999	CMU03	1627	7/1/1999
AUTOMATIC & FACULTATIVE YRT AGREEMENT	3/1/2003	CMU05	3020	3/1/2003
AUTOMATIC & FACULTATIVE YRT AGREEMENT	10/1/2008	CMU06	3730	10/1/2008
AUTOMATIC & FACULTATIVE YRT AGREEMENT	1/1/2004	CMU07	3160	1/1/2004
AUTOMATIC & FACULTATIVE YRT AGREEMENT	8/28/2006	CMU08	3428	8/28/2006
AUTOMATIC & FACULTATIVE YRT AGREEMENT	12/1/2008	CMU09	3764	12/1/2008
AUTOMATIC & FACULTATIVE YRT AGREEMENT	6/1/2013	CMU10	4095	6/1/2013
AUTOMATIC & FACULTATIVE YRT AGREEMENT	12/9/2013	CMU11	4155	12/9/2013
AUTOMATIC & FACULTATIVE YRT AGREEMENT	1/1/15	CMU12	4256	1/1/2015
FACULTATIVE YRT AGREEMENT	8/1/1988	CCN01	L2200 / 2318	1/1/1994
AUTOMATIC & FACULTATIVE YRT AGREEMENT	2/1/1997	CCN02	L3301 / 2744	2/1/1997
AUTOMATIC & FACULTATIVE YRT AGREEMENT	12/1/1998	CCN03	2745	12/1/1998
AUTOMATIC & FACULTATIVE YRT AGREEMENT	7/1/1999	CCN04	2746	7/1/1999

Accelerated Living Benefit Rider / Terminal Illness Rider

There are no reinsurance premiums for the Accelerated Living Benefits Rider and its successor the Terminal Illness Rider (each individually and together known herein as the “ALBR/TIR”).

If a benefit for the ALBR/TIR is paid by the Ceding Company, the Reinsurer will reimburse the Ceding Company for its share of the ALBR/TIR benefit at the time of the payment upon receipt of notification from the Ceding Company that the payment has been made.  The net amount at risk (NAR) reinsured hereunder for the policy will be reduced at the same time as the reduction in the face amount of the policy due to payment by the Ceding Company of the ALBR/TIR benefit.

The reinsurance premium paid by the Ceding Company to the Reinsurer on a policy will be reduced upon payment of the ABR/TIR benefit on such policy due to the reduction in such policy’s face amount and NAR.

Upon the death of the insured, the reinsurance death benefit due the Ceding Company from the Reinsurer is the Reinsurer’s share of the reduced NAR, calculated at the date of death.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective on the amendment effective dates indicated above.

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin
	Assistant Vice President,		Vice President,
	Reinsurance		Assistant Secretary
			Legal
Date:	2/16/16		2/19/16
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Melinda Webb	By:	/s/ Jinnah Cox
	Melinda Webb		Jinnah Cox
	Associate General Counsel		AVP & Marketing Actuary
Date:	2/8/16		2/8/2016

AMENDMENT #13

(hereafter called the “AMENDMENT”)

Effective March 5, 2016

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CMU09

Reinsurer Reference 3764

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

MUNICH AMERICAN REASSURANCE COMPANY

Atlanta, Georgia

NAIC Number 66346

FEIN 580828824

(hereinafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective March 5, 2016 to reflect the parties’ agreement to reinsure the Ceding Company’s long term care rider issued with reinsured policies. Article XVIII — Increasing Net Amount at Risk Policies and Riders and Exhibit B — Basis of Reinsurance and Policy Plans Reinsured are hereby revised and replaced to include the Long Term Care Rider as attached herein. Coverage for the Long Term Care Rider will be payable at the rate attaches as Exhibit C-5 herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective March 5, 2016:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kathy Young	By:	/s/ Cheryl Tobin
	Kathy Young		Cheryl Tobin, Vice President
	Vice President,		Assistant Secretary
	Risk Management		Legal
Date:	July 11, 2017		7/13/17
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Melinda A. Webb	By:	/s/ Jinnah Cox
	Melinda A. Webb		Jinnah Cox
	Associate General Counsel		2nd Vice President & Marketing Actuary
Date:	July 10, 2017		July 10, 2017

Article XVIII

Increasing Net Amount at Risk Policies and Riders

I.Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this Agreement, they will be handled as shown below.  The Ceding Company will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D. The Ceding Company also underwrites at issue based on the highest amount. The projected highest amount in all years will also be used to determine the Ceding Company’s retention at issue and the percentage of future changes in NAR as they occur. As long as the Ceding Company follows the procedures as outlined, the Reinsurer will assume its prorata share of all NAR changes as they occur. In no case will the reinsured automatic portion exceed the automatic binding limits. However, if the actual death benefit and/or NAR on a given life exceeds the automatic binding limits shown in Exhibit D, then the Ceding Company will be on the risk for any excess unless alternative arrangements are made at that time. Automatic binding limits are applied by the Ceding Company to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

1.VART is a rider with scheduled coverage amounts that can vary annually. The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

2.The Ceding Company will report the highest VART amount in all years as the VART total coverage face amount. Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A. The face amount ceded will be the Reinsurer’s portion of the highest VART amount based on the Reinsurer’s automatic pool participation percentage.

3.The Ceding Company will report the current net amount at risk as the NAR amount for VART riders. Premium paid the Reinsurer for VART riders is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

1.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

2.The Ceding Company will report the total projected Option C death benefit. Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A. The death benefit amount ceded will be the Reinsurer’s portion of the total face amount based on the Reinsurer’s automatic pool participation percentage.

3.The Ceding Company will report the current net amount at risk as the NAR amount for coverages with Option C. Premium paid the Reinsurer for Option C coverages is calculated and paid on the current ceded NAR amount. The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

4.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals. The Reinsurer’s ultimate potential liability

will be no greater than the original projected liability as defined in item 1 above.

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

1.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

2.The Ceding Company will report the ultimate doubled face amount for all Option D coverages issued with the policy. Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A. The face amount ceded will be the Reinsurer’s portion of the total face amount based on the Reinsurer’s automatic pool participation percentage.

3.The Ceding Company will report the current net amount at risk as the NAR amount for policies with Option D. Premium paid the Reinsurer for policies with Option D is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

D.SIR (Scheduled Increase Rider) (Refer to PL Rider # R10SIR for additional detail)

1.SIR is a rider that can have up to a maximum of 10 annual increases which are scheduled at issue. The percentage must be the same for each increase, and the increases must be completed within 10 years.

2.The Ceding Company will report the highest SIR amount in all years as the total coverage face amount. Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A. The face amount ceded will be the Reinsurer’s portion of the highest SIR amount based on the Reinsurer’s automatic pool participation percentage.

3.The Ceding Company will report the current net amount at risk as the NAR amount for SIR riders. Premium paid the Reinsurer for SIR riders is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

5.The SIR rider is not allowed on a policy with either the Flexible Duration No Lapse Guarantee rider or the VART rider.

E.Chronic Illness (CI) Accelerated Death Benefit Rider (See example attached to Amend. #8)

1.CI is a rider, available for issue ages 20-75, that allows the policyowner to accelerate the death benefit if the insured becomes chronically ill. To qualify for the benefits of the Pacific Life CI rider, the chronic illness will have to be expected to be permanent.

2.The maximum benefit payout (in lump sum, or 12 monthly payments) will be the lesser of :

a.24% of the death benefit amount on date of initial claim request times the reduction factor;

b.125% of the annual Per Diem limit declared by the IRS;

c.Current death benefit less any scheduled face increases after initial claim request times the reduction factor; or

d.$1,500,000 less any accelerated benefits paid to date times the reduction factor.

3.The maximum accelerated death benefit is $1,500,000.

4.The policyowner does not have to take the maximum election at initial claim time; they can take another election each year after the qualifying event. However, a new certification that the insured is chronically ill will be required for each policy year in which a benefit payment is requested.

5.The total death benefit available will be reduced by the maximum accelerated death benefit limit available for chronic illness. For example, if someone has an $8,000,000 death benefit and accelerates the maximum accelerated death benefit ($1,500,000) due to chronic illness, the insured still has a

$6,500,000 death benefit remaining. The less that is accelerated; the more death benefit will remain.

F.Accelerated Death Benefit Rider for Long-Term Care (Refer to PL Rider #ICC15 R15LTC for additional detail)

1.The Premier LTC (PLTC) Rider is an Accelerated Death Benefit Rider for Long Term Care which allows a policy owner to accelerate payment of a portion of the policy death benefit if the insured is certified as a Chronically Ill Individual by a licensed health care practitioner. The maximum issue age  is 75, and the minimum issue age is 18 or 20, depending on the underlying product.

2.The maximum LTC Coverage Amount is the lesser of the Policy Total Face Amount or:

a.$3,000,000 if the 2% Maximum Monthly Percentage is elected

b.$1,500,000 (issue age <65) and $750,000 (issue age 65 or older) if the 4% Maximum Monthly Percentage is elected

3.This rider must be requested at policy issue and is not available to in-force policies at this time. Rider is not available if the policy was issued under the terms of a conversion from another product, unless this rider was included with the original policy.

4.LTC Coverage Amount is maintained separate from the Policy Death Benefit.

5.Increases to the Policy Face Amount will not increase the LTC Coverage Amount

6.Decreases to the Policy Face Amount (except from a withdrawal) will not decrease the LTC Coverage Amount except to assure the LTC Coverage Amount is at all times no greater than the Total Face Amount (or if DB Option C is in effect, the Option C Amount, if less). Option C Amount is the DB under Option C, without regard to maximum death benefit.

7.Withdrawals will always reduce the LTC Coverage Amount, even if there is no reduction to the Policy Face Amount.

8.Unlike the Premier Living Benefits Rider (PLBR), also known as Chronic Illness Rider, there is a monthly charge for this rider.

9.The PLTC NAR is maintained separately from the base policy NAR and PLTC premiums are calculated using the PLTC NAR.

10.PLTC charges are waived while on PLTC claim but other charges are still applicable.

11.PLTC claims reimbursement will be based on the PLTC NAR.

12.Substandard Table Rating is limited to tables A-E and flat extras are limited to $7.50 per 1,000 (annual).

II.Business Reinsured on a Facultative Basis

1.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the Ceding Company has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the Reinsurer’s underwriters are aware of the highest projected death benefit amount. The highest net amount at risk reinsured can never exceed the amount of the Reinsurer’s offer. Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

2.The Ceding Company may ultimately retain up to double the normal retention or higher with appropriate internal approval.

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes. The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The Ceding Company and the Reinsurer will share proportionately in face amount increases due to compliance with the requirements of Section 7702 of the Code.

AMENDMENT #14

(hereafter called the “AMENDMENT”)

Effective June 1, 2017

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CMU09

Reinsurer Reference 3764

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

MUNICH AMERICAN REASSURANCE COMPANY

Atlanta, Georgia

NAIC Number 66346

FEIN 580828824

(hereinafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective June 1, 2017 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective June 1, 2017:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kathy Young	By:	/s/ Cheryl Tobin
	Kathy Young		Cheryl Tobin, Vice President
	Vice President,		Assistant Secretary
	Risk Management		Legal
Date:	10/12/2017		10/12/17
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Jinnah Cox	By:	/s/ Glenn Beuschel
	Jinnah Cox		Glenn Beuschel
	Second Vice President		Assistant Vice President, Treaty Manager
	Life Pricing		Treaty
Date:	10/11/2017		10/11/17

AMENDMENT #15

(hereafter called the “AMENDMENT”)

Effective September 25, 2017

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CMU09

Reinsurer Reference:  3764

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

MUNICH AMERICAN REASSURANCE COMPANY

Atlanta, Georgia

NAIC Number 66346

FEIN 580828824

(hereinafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective September 25, 2017 to revise and replace Article XI — Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term, Reduced Paid-Up Insurance and Policy Split Options in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective September 25, 2017:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kimberly Annon	By:	/s/ Cheryl Tobin
	Kimberly Annon		Cheryl Tobin, Vice President
	Assistant Vice President		Assistant Secretary
	Life Reinsurance		Legal
Date:	11/2/17		11/3/17
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Jinnah Cox	By:	/s/ Glenn Beuschel
	Jinnah Cox		Glenn Beuschel
	2nd VP		AVP, Treaty Manager
	Individual Life Marketing		Treaty
Date:	11/1/2017		11/1/2017

Article XI

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options

A.Policy Changes

“Policy changes” refers to the variety of actions that may be made to a policy after issue.  These actions include, but are not limited to, replacements, changes in plans or a change in the face amount of the policy.  If there is a change to the reinsurance on a reinsured policy, the CEDING COMPANY will inform the REINSURER in the subsequent Changes and Terminations Report specified in Exhibit E.

Except as provided in this Article, whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines do not require that full evidence of insurability be obtained, the reinsurance will remain in effect with the REINSURER, whether the change is made before or after any cancellation of this AGREEMENT for new business.  The duration will be measured from the effective date of the original reinsured policy.

Whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines require that full evidence of insurability be obtained, any increase or policy reissue that requires full evidence will be treated as new business and will be reinsured under the terms of the pool in place at the time for new business.

Policy changes to reinsured policies will be subject to the REINSURER’s prior written approval, if:

a)The new ultimate face amount of the policy would be in excess of the Automatic Binding Limits in effect at the time of the change, as set out in Exhibit D; or

b)The new ultimate face amount of the policy and the amount already in force on the same life with all companies exceeds the Jumbo Limits stated in Exhibit D; or

c)The policy was reinsured on a facultative basis; or

d)First year premium rates and allowances (if applicable) as specified in Exhibit C will apply to the amount underwritten for a non-contractual increase; or

e)Evidence of insurability is not obtained if required in the CEDING COMPANY’s underwriting guidelines.

B.Lapses

When a policy issued by the CEDING COMPANY lapses, the corresponding reinsurance on the reinsured policy will be terminated effective the same date.  Unless specified otherwise in this AGREEMENT, if a policy fully retained by the CEDING COMPANY lapses, the terms of Article X will apply.

If a policy issued by the CEDING COMPANY lapses and extended term insurance is elected under the terms of that policy, the corresponding reinsurance on the reinsured policy will continue on the same basis as the original reinsured policy until the expiry of the extended term period.

If a policy issued by the CEDING COMPANY lapses and reduced paid-up insurance is elected under the terms of that policy, the amount of the corresponding reinsurance on the reinsured policy will be reduced according to the terms of Article X.

If the CEDING COMPANY allows the policy to remain in force under its automatic premium loan regulations, the corresponding reinsurance on the reinsured policy will continue unchanged and in force as long as such regulations remain in effect, except as otherwise provided in this AGREEMENT.

C.Reinstatements

Any policy originally reinsured in accordance with the terms and conditions of this AGREEMENT by the CEDING COMPANY may be automatically reinstated with the REINSURER as long as the policy is reinstated in accordance with the terms and rules of the CEDING COMPANY.  Any policy originally reinsured with the REINSURER on a facultative basis which has been in a lapsed status for more than ninety (90) days must be submitted with underwriting requirements and approved by the REINSURER before it is reinstated.  The CEDING COMPANY will pay the REINSURER its share of amounts collected or charged for the reinstatement of such policies.

Article XI

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options, continued

D.Exchanges (Contractual and Non-Contractual)

Exchanges will be reinsured under this AGREEMENT only if the original policy was reinsured with the REINSURER; the amount of reinsurance under this AGREEMENT will not exceed the amount of the reinsurance on the original policy with the REINSURER immediately prior to the exchange.  Premiums will be determined as follows:

1.If any business covered under this AGREEMENT is subsequently exchanged to any other plan reinsured by the REINSURER, then such business shall be reinsured at the rates as shown in the AGREEMENT covering the new plan.  Rates and allowances or pay percentages applicable to the new plan will be determined at point in scale based on the original policy that is being exchanged.  If the AGREEMENT including the new rates requires policy fees, then they shall also apply to the new plan.

2.If any business covered under this AGREEMENT is subsequently exchanged to a plan not reinsured by the REINSURER, then such business shall continue to be reinsured as if the exchange did not occur, provided that no new health evidence is obtained.

3.A policy resulting from an internal exchange or replacement will be underwritten by the CEDING COMPANY in accordance with its underwriting guidelines, standards and procedures for exchanges and replacements.  If the CEDING COMPANY’s guidelines treat the policy as new business, then the reinsurance will also be considered new business.

For purposes of this Article, new business is defined as those policies on which the CEDING COMPANY has obtained complete and current underwriting evidence in accordance with its standard underwriting practices and guidelines on the full amount issued, including the highest face amount illustrated at issue.  The suicide and contestable provisions apply from the effective date of the new plan, subject to applicable state laws and regulations regarding suicide exclusions and contestability periods.  The full, normal commissions are paid by the CEDING COMPANY for the new plan.

E.Extended Term and Reduced Paid-Up Insurance

Changes as a result of extended term or reduced paid-up insurance will be handled like reductions.

F.Policy Split Option Riders

Split Option Rider (R94-PSO and R03-PSO):  This rider provides owners of a joint life policy the option to split the policy into single life policies.  The split requires underwriting approval and is subject to full evidence of insurability.  The split may be unequal, but the sum of the face amounts of the new policies may not exceed the total face amount of the original joint life policy.  The resulting single life policies will be treated like new business, ceded in accordance with and subject to the provisions for new business under this AGREEMENT. The CEDING COMPANY pays no reinsurance premium for the rider itself.  Regular new business reinsurance premium will apply to the split policy.

Enhanced Policy Split Option Rider (R94-EPSO, R96-EPSO and R03-ESO):  This rider provides owners of a JLS policy the option to split the policy into single life policies.  Evidence of insurability is not required, but the split may be exercised only within 90 days following a change in the Federal Estate Tax Law, as defined in the rider policy form.  The face amount of each new policy cannot exceed 50% of the original joint life policy. Premiums will be on a point-in-scale basis on the single lives.

Enhanced Policy Split Option Rider (R17-ESO):  This rider provides owners of a JLS policy the option to split the policy into single life policies.  Evidence of insurability is not required, but the split may be exercised within 365 days following an Exchange Event, as defined in the rider policy form.  The face amount of each new policy will be an amount up to one-half of the policy’s current eligible coverage. The premium on the new policy will be determined as outlined in paragraph D above for contractual exchanges.

NOTE:An original date policy Reissue will not be treated as a continuation of the original policy.  It will be treated as a new policy and the original policy will be treated as Not Taken.  All premiums previously paid to the REINSURER for the original policy will be refunded to the CEDING COMPANY.  All premiums will be due on the new policy from the original issue date of the old policy.

NOTE:Re-entry, e.g., wholesale replacement and similar programs are not covered under this Article.  If Re-entry is applicable to this treaty, then it will be covered under the Premiums Exhibit.

AMENDMENT #16

(hereafter called the “AMENDMENT”)

Effective April 9, 2012

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CMU09

Reinsurer Reference:  3764

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

MUNICH AMERICAN REASSURANCE COMPANY

Atlanta, Georgia

NAIC Number 66346

FEIN 580828824

(hereinafter called the “REINSURER”)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective April 9, 2012 to update the Issue Age ranges for the risk classes reflected in Exhibit C.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective April 9, 2012:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kimberly Annon	By:	/s/ Cheryl Tobin
	Kimberly Annon		Cheryl Tobin, Vice President
	Assistant Vice President		Assistant Secretary
	Life Reinsurance		Legal
Date:	2/1/2019		1/30/2019
MUNICH AMERICAN REASSURANCE COMPANY
By:	/s/ Jinnah Cox	By:	/s/ Glenn Beuschel
	Jinnah Cox		Glenn Beuschel
	2nd VP		AVP, Treaty Manager
	Individual Life Marketing		Treaty
Date:	1/30/2019		1/30/2019

EX-99.(7)(D)

Exhibit 99.(7)(d)

CEDING COMPANY Treaty ID CBM09

REINSURER Reference:  TBA

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereinafter called the AGREEMENT)

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

GENERALI USA LIFE REASSURANCE COMPANY

Kansas City, Missouri

NAIC Number 97071

FEIN 133126819

(hereinafter called the REINSURER)

This AGREEMENT is Effective December 1, 2008

Table of Contents

Article Number	Article Description	Page Number
I	Automatic Coverage	4
II	Facultative Reinsurance	6
III	Premiums	7
IV	Administration	8
V	Reserves	10
VI	DAC Tax Regulations	11
VII	Errors and Omissions	12
VIII	Expense of Original Policy	13
IX	Changes in Retention and Recapture Privileges	14
X	Terminations and Reductions	15
XI	Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term, Reduced Paid-Up Insurance and Policy Split Options	16
XII	Liability	19
XIII	Claims	20
XIV	Dispute Resolution and Arbitration	21
XV	Insolvency	23
XVI	Right to Inspect	25
XVII	Duration of AGREEMENT	26
XVIII	Increasing Net Amount at Risk Policies and Riders	27
XIX	Temporary Insurance Agreement	29
XX	Offset	30
XXI	Confidentiality	31
XXII	General Provisions	32
XXIII	Parties to the AGREEMENT	34
XXIV	Execution of AGREEMENT	35

	Exhibit
A	Limits of Retention
B	Basis of Reinsurance and Policy Plans Reinsured
C	Premiums
C-1	Rate Tables - Single Life
C-2	Rate Tables - Joint Life
C-3	Rate Tables - Magnastar
C-4	Joint Last Survivor Mortality Calculation
D	Limits
E	Statement Specifications
F	Sample Policy Exhibit
G	Temporary Insurance Agreement
H	International Risk Guidelines

IT IS HEREBY MUTUALLY AGREED BY THE PARTIES HERETO that reinsurance required by the CEDING COMPANY will be assumed by the REINSURER as described in the terms of this AGREEMENT.

This reinsurance AGREEMENT constitutes the entire AGREEMENT between the parties with respect to the business being reinsured hereunder and there are no understandings between the parties other than as expressed in this AGREEMENT.

Any change or modification to this AGREEMENT is null and void unless made by amendment to this AGREEMENT and signed by both parties.

Article I

Automatic Coverage

A.Reinsurance hereunder will be ceded automatically by the CEDING COMPANY on an excess of retention basis as shown in Exhibits A, B and D, and will be reported to the REINSURER according to the terms in Exhibit E.

B.Beginning for policies applied for on and after December 1, 2008 (the “Coverage Commencement Date”) and continuing until this AGREEMENT is terminated, the CEDING COMPANY may cede and the REINSURER will automatically accept reinsurance, if all of the following conditions are met for each life:

1.The CEDING COMPANY has retained its maximum limit of retention as shown in Exhibit A.

2.The Policy Plans reinsured are shown in Exhibit B.

3.The total ultimate amount of reinsurance, including contractual increases and the amount already reinsured on that life by the CEDING COMPANY under this AGREEMENT and all others with the REINSURER does not exceed the Automatic Binding Limits as shown in Exhibit D.  The CEDING COMPANY underwrites to the full face amount at issue, and projects a total ultimate amount including increases at the policy’s inception. The CEDING COMPANY then reinsures the excess portion based upon that projection.

4.If at the time of application and after having underwritten the life consistent with its underwriting practices and procedures, the Ceding Company determines that the sum of the total amount of insurance already in force and applied for on that life, including the ultimate amounts of any Pacific Life or Pacific Life and Annuity insurance policy, and including any amounts to be replaced as stated on a signed Part I of any Pacific Life application or signed amendment, does not exceed the Jumbo Limits as shown in Exhibit D.  For the avoidance of doubt, any policy ceded that, based on the foregoing, does not breach the Jumbo Limit at the time of cession will be reinsured fully under this Agreement regardless of any future amounts of coverage placed in force on that life.

a.Limited Coverage.  If a policy is ceded automatically under this Agreement based on the Ceding Company’s determination above, and at the time of issuance, such policy results in a breach of the Jumbo Limits specified in Exhibit D the Reinsurer will provide reinsurance coverage on a “facultative obligatory” basis (i.e., coverage in the amount of Reinsurer’s retention remaining after deduction for the ultimate amount of other coverage for the applicant life determined as of the date the reinsurer is notified of the break).  Further, the Reinsurer will undertake commercially reasonable efforts to procure additional amounts of reinsurance coverage sufficient to meet the amount applied for.

5.The CEDING COMPANY has not made facultative application on the current life to any reinsurer within the last five (5) years unless the reason for prior facultative submission was solely for capacity that may now be accommodated within the terms of this AGREEMENT.

6.The risk is a permanent resident of the United States, Canada, Puerto Rico or Guam.

7.The risk is underwritten in material compliance with the underwriting guidelines and policies that have been adopted by the CEDING COMPANY and are in use on the Coverage Commencement Date (the “Underwriting Guidelines”).  Material changes to the Underwriting Guidelines must be approved in writing by the REINSURER prior to being used to underwrite eligible risks.

Article I

Automatic Coverage, continued

8.The application is not on the life of an individual who is a member of the National Football League (NFL), National Basketball Association (NBA), Major League Baseball (MLB) or National Hockey League (NHL).

9.The REINSURER acknowledges that foreign travel policy application questions may not be used if prohibited by law.

10.The REINSURER has been supplied with the underwriting guidelines, preferred class and senior assessment documents.  The CEDING COMPANY will promptly notify the REINSURER in advance of any proposed material changes to its underwriting guidelines, preferred class and senior assessment documents affecting business applicable to this AGREEMENT.

Article II

Facultative Reinsurance

A.The CEDING COMPANY will have the option to submit any Policy Plans case facultatively which it does not wish to cede automatically or which it may not cede automatically under the provisions of Article I.

B.The CEDING COMPANY will send copies of the original applications, all medical reports, inspection reports, attending physician’s statement and any additional information pertinent to the insurability of the risk.

C.The CEDING COMPANY will also notify the REINSURER of any underwriting information requested or received after the initial request for reinsurance is made.  For policies which contain automatic increase provisions, the CEDING COMPANY will inform the REINSURER of the highest risk amount for which reinsurance is being requested.

D.On a timely basis, the REINSURER will submit a written decision.  In no case will the REINSURER’s offer on facultative submissions be open after 120 days have elapsed from the date of the REINSURER’s offer to participate in the risk.  Acceptance of the offer and delivery of the policy according to the rules of the CEDING COMPANY must occur within 120 days of the final reinsurance offer.  Unless the REINSURER explicitly states in writing that the final offer is extended, the offer will be automatically withdrawn at the end of day 120.

E.The REINSURER will not be liable for proceeds paid under the CEDING COMPANY’s conditional receipt or temporary insurance agreement for risks submitted on a facultative basis except as provided in Article XIX.

F.The Policy Plans reinsured are shown in Exhibit B.

G.The reinsurance rates for facultative business will be the same as for automatic business.

Article III

Premiums

A.Plans of insurance listed in Exhibit B will be reinsured on the yearly renewable term basis with the REINSURER participating only in mortality risks (not cash values, loans, dividends or other features specific to permanent policies).  The mortality risk shall be the net amount at risk (“NAR”) on that portion of the policy which is reinsured with the REINSURER.

B.Premiums for Life Reinsurance and reinsurance of Supplemental Benefits will be based on the rates and allowances described in Exhibit C.

C.Premiums will be increased by any flat extra premium charged the insured on the face amount initially reinsured described in Exhibit C.

D.There will be no premium tax reimbursement.

The reinsurance rates shown in Exhibit C are guaranteed for one year and the REINSURER anticipates continuing to accept premiums on the basis of these rates indefinitely.  In subsequent years, the REINSURER reserves the right to increase such rates provided, however, that:

(i)The reinsurance rates may not be increased above the statutory net valuation premium applicable to the reinsured policies after such increase,

(ii)The reinsurance rates may, at the REINSURER’s option, be increased to the extent required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY with respect to the reinsured policies.

If the REINSURER exercises its right to increase reinsurance rates under this AGREEMENT in an amount greater than that required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY for the reinsured policies, the CEDING COMPANY may recapture all of the reinsured policies on which reinsurance rates have been increased regardless of the reinsured policies’ duration in force.  If the CEDING COMPANY elects to recapture under this provision, unearned premiums, net of any outstanding balances, will be paid by the party with the positive balance, all determined as of the effective date of the recapture.

E.Reinsurance premiums are due as long as reinsurance is in force.

Article IV

Administration

A.The CEDING COMPANY will administer the records for the reinsurance ceded to the REINSURER under this AGREEMENT.  The CEDING COMPANY will furnish monthly statements to the REINSURER which contain the following information:

1.A list of all premiums due for the current month, identifying each policy and explaining the reasons for each premium payment.

2.Premium subtotals adequate for the REINSURER to use for its premium accounting including first year, renewal year, automatic and facultative totals.

3.A list of new business, terminations and changes for the current month.  For new business and changes, the CEDING COMPANY must identify the reinsurance agreement and provide information adequate for the REINSURER to establish reserves, check retention limits and check premium calculations.

4.Totals for in force, new business, changes and each type of termination, as of the end of the month. “Totals” refer to the number of policies reinsured and the net amount at risk reinsured.  For bordereau business see sample Policy Exhibit in Exhibit F.

In addition, the CEDING COMPANY must provide the REINSURER with an in force listing of reinsured business at least once a year.  This in force listing must contain information adequate for the REINSURER to audit its in force records.  See Exhibit E.

B.If the CEDING COMPANY chooses to report its reinsurance transactions via electronic media, the CEDING COMPANY shall consult with the REINSURER to determine the appropriate reporting format.  Should the CEDING COMPANY subsequently desire to make changes in the data format or the code structure, the CEDING COMPANY shall communicate such changes to the REINSURER prior to the use of such changes in reports to the REINSURER.

C.The monthly statements shall be furnished to the REINSURER within thirty days following the close of each month and will be accompanied by payment of any net amount due the REINSURER.  All premiums not paid within thirty (30) days of the due date, defined as each policy’s 12-month anniversary, will be in default.

D.Premium for new business, terminations and changes are due at the end of the month in which the transaction occurs and cover the period from the transaction date to the end of the calendar quarter.  Continuing premium is due for a calendar quarter period at the end of the first month of the calendar quarter except for any policy having its anniversary within that calendar quarter.  Continuing premium for such policies is payable in two segments.  Premium from the beginning of the calendar quarter to the policy anniversary is due at the end of the first month of the calendar quarter.  Premium from the policy anniversary to the end of the calendar quarter is due at the end of the anniversary month.  The quarterly premium is based on the annual premium divided by 4.

E.The REINSURER reserves the right to charge interest at the Prime Rate plus 2% as stated in the Wall Street Journal on the 1st business day in January prior to the due date of the premium when:

1.Renewal premiums are not paid within sixty (60) days of the due date.

2.Premiums for new business are not paid within one hundred twenty (120) days of the date the policy is issued.

Article IV

Administration, continued

F.The REINSURER will have the right to terminate this AGREEMENT when premiums are in default by giving ninety (90) days written notice of termination to the CEDING COMPANY.  As of the close of the last day of this ninety (90) day notice period, the REINSURER’s liability for all risks reinsured under this AGREEMENT will terminate.  The first day of the ninety (90) day notice of termination, resulting from default as described in Section C of this Article, will be the day the notice is received in the mail by the CEDING COMPANY or if the mail is not used, the day it is delivered to the CEDING COMPANY.  If all premiums in default are received within the ninety (90) day time period, the AGREEMENT will remain in effect.

G.The CEDING COMPANY will not force termination under the provisions of this Article solely to avoid the provisions regarding recapture in Article IX, nor to transfer the reinsured policies to another Reinsurer.

H.All payments and reporting by both parties under this Agreement will be made in United States dollars.

Article V

Reserves

A.The CEDING COMPANY agrees to post on its books any deficiency reserves on the coverage reinsured under this AGREEMENT.

B.Credit for Reserves:  The parties intend that the CEDING COMPANY will receive statutory reserve credit in its state of domicile for reinsurance provided under this AGREEMENT.  The parties agree to use reasonable efforts to ensure that such reserve credit will remain available to the CEDING COMPANY.

Article VI

DAC Tax Regulations

The CEDING COMPANY and the REINSURER hereby agree to the following pursuant to Section 1.848-2(g)(8) of the Income Tax Regulations issued December 29, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended.

1.The term “party” will refer to either the CEDING COMPANY or the REINSURER as appropriate.

2.The terms used in this Article are defined by reference to Treasury Regulation Section 1.848-2 in effect as of December 29, 1992.  The term “net consideration” will refer to net consideration as defined in Treasury Regulation Section 1.848-2(f).

3.The party with the net positive consideration for this AGREEMENT for each taxable year will capitalize specified policy acquisition expenses with respect to this AGREEMENT without regard to the general deductions limitation of Internal Revenue Service (“IRS”) Section 848(c)(1).

4.The CEDING COMPANY and the REINSURER agree to exchange information pertaining to the amount of net consideration under this AGREEMENT each year to ensure consistency.  The CEDING COMPANY and the REINSURER also agree to exchange information which may be otherwise required by the IRS.

5.The CEDING COMPANY will submit a schedule to the REINSURER by June 1 of each year of its calculation of the net consideration for the preceding calendar year.  This schedule of calculations will be accompanied by a statement signed by an officer of the CEDING COMPANY stating that the CEDING COMPANY will report such net consideration in its tax return for the preceding calendar year.

6.The REINSURER may contest such calculation by providing an alternative calculation to the CEDING COMPANY in writing.  If the REINSURER does not so notify the CEDING COMPANY, the REINSURER will report the net consideration as determined by the CEDING COMPANY in the REINSURER’s tax return for the previous calendar year.

7.If the REINSURER contests the CEDING COMPANY’s calculation of the net consideration, the parties will act in good faith to reach an agreement as to the correct amount.  If the CEDING COMPANY and the REINSURER reach agreement on an amount of net consideration, each party shall report such amount in their respective tax returns for the previous calendar year.  If the CEDING COMPANY and the REINSURER fail to reach agreement on an amount of net consideration, each party may choose to report their own determination of net consideration on their respective tax returns.

Article VII

Errors and Omissions

A.Definition.  For purposes of this Article, an “Error” (or collectively “Errors”) refers to the situation where a party through an unintentional error, oversight, omission, or misunderstanding fails to comply with the terms of this AGREEMENT applicable to the administration of the AGREEMENT.

The following are not considered Errors for purposes of this AGREEMENT:

1.Issues arising out of the application of the underwriting guidelines or use of automatic binding privileges.

2.Grossly negligent, deliberate acts or repetitive errors (i.e., those that a party has become aware of and which then occur again).

B.Notice.  Upon discovery of the Error by a party, it shall promptly notify the other party, providing as much detail as is available about the circumstances.  Additionally, the notifying party shall propose a resolution to the Error which shall include steps that will be taken to avoid similar errors in the future.

C.Correction.  The goal of any proposed resolution is to restore the other party to a position it would have occupied if the Error had not occurred, including the payment of interest.

1.If the injured party does not accept the proposed resolution, the parties will engage in the Dispute Resolution activity and attempt to agree on a resolution to the situation in a manner that is fair, reasonable, and most closely approximates the intent of the parties as evidenced by this AGREEMENT.

Article VIII

Expense of Original Policy

The CEDING COMPANY will bear the expense of all medical examinations, inspection fees and other charges incurred in connection with the original policy.

Article IX

Changes in Retention and Recapture Privileges

A.If, at any time, the CEDING COMPANY changes its existing retention limits, as shown in Exhibit A, written notice of the change will promptly be given to the REINSURER.

B.The CEDING COMPANY may apply the new limits of retention to existing reinsurance and reduce and recapture reinsurance in force in accordance with the following rules:

1.The CEDING COMPANY will notify the REINSURER of its intent to recapture at least ninety (90) days prior to any recaptures.

2.No recapture will be made unless reinsurance has been in force ten (10) years.

3.Recapture will become effective on the policy anniversary date following notification of the CEDING COMPANY’s intent to recapture.

4.No recapture will be made unless the CEDING COMPANY retained its maximum limit of retention for the plan, age and mortality rating at the time the policy was issued as shown in Exhibits A and D.  No recapture will be allowed in any class of fully reinsured business or in any classes of risks for which the CEDING COMPANY established special retention limits less than the CEDING COMPANY’s maximum retention limits for the plan, age and mortality rating at the time the policy was issued.

5.If any reinsurance is recaptured all reinsurance eligible for recapture under the provisions of this Article must be recaptured.

6.If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied to each company in proportion to the total outstanding reinsurance.

7.The CEDING COMPANY shall first recapture business that was ceded on an excess basis, then may recapture quota share business; however, the CEDING COMPANY must have retained its full retention at the time of issue on the quota share business.

C.The CEDING COMPANY reserves the right to recapture, in accordance with item E of Article III, Premiums, by giving 90 days’ notice in the event the REINSURER raises reinsurance premium rates.  No recapture fee will be payable should this occur.

D.In the event of recapture, the REINSURER shall refund unearned premium less unearned allowances to the CEDING COMPANY.  Any other amounts due and unpaid would also be paid on time.

Article X

Terminations and Reductions

Terminations or reductions will take place in accordance with the following rules, in order of priority:

1.The CEDING COMPANY must keep its initial or recaptured retention on the policy.

2.Termination or reduction of a wholly reinsured policy will not affect other reinsurance in force.

3.A termination or reduction on a wholly retained case will cause an equal reduction in existing automatic reinsurance with the oldest policy being reduced first.

4.A termination or reduction will be made first to reinsurance of partially reinsured policies with the oldest policy being reduced first.

5.If the policies are reinsured with multiple reinsurers, the reinsurance will be reduced by the ratio of the amount of reinsurance in each company to the total outstanding reinsurance on the risk involved.

Article XI

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options

A.Policy Changes

“Policy changes” refers to the variety of actions that may be made to a policy after issue.  These actions include, but are not limited to, replacements, changes in plans or a change in the face amount of the policy.  If there is a change to the reinsurance on a reinsured policy, the CEDING COMPANY will inform the REINSURER in the subsequent Changes and Terminations Report specified in Exhibit E.

Except as provided in this Article, whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines do not require that full evidence of insurability be obtained, the reinsurance will remain in effect with the REINSURER whether the change is made before or after any cancellation of this AGREEMENT for new business.  The duration will be measured from the effective date of the original reinsured policy.  The reinsurance rates will continue point-in-scale.

Whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines require that full evidence of insurability be obtained, any increase or policy reissue that requires full evidence will be treated as new business and will be reinsured under the terms of the pool in place at the time for new business.

Policy changes to reinsured policies will be subject to the REINSURER’s prior written approval, if:

a)The new ultimate face amount of the policy would be in excess of the Automatic Binding Limits in effect at the time of the change, as set out in Exhibit D; or

b)The new ultimate face amount of the policy and the amount already in force in all companies on the same life exceeds the Jumbo Limits stated in Exhibit D; or

c)The policy was reinsured on a facultative basis; or

d)First year premium rates and allowances (if applicable) as specified in Exhibit C will apply to the amount underwritten for a non-contractual increase; or

e)Evidence of insurability is not obtained if required in the CEDING COMPANY’s underwriting guidelines.

B.Lapses

When a policy issued by the CEDING COMPANY lapses, the corresponding reinsurance on the reinsured policy will be terminated effective the same date.  Unless specified otherwise in this AGREEMENT, if a policy fully retained by the CEDING COMPANY lapses, the terms of Article X will apply.

If a policy issued by the CEDING COMPANY lapses and extended term insurance is elected under the terms of that policy, the corresponding reinsurance on the reinsured policy will continue on the same basis as the original reinsured policy until the expiry of the extended term period.

If a policy issued by the CEDING COMPANY lapses and reduced paid-up insurance is elected under the terms of that policy, the amount of the corresponding reinsurance on the reinsured policy will be reduced according to the terms of Article X.

If the CEDING COMPANY allows the policy to remain in force under its automatic premium loan regulations, the corresponding reinsurance on the reinsured policy will continue unchanged and in force as long as such regulations remain in effect, except as otherwise provided in this AGREEMENT.

Article XI

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options, continued

C.Reinstatements

Any policy originally reinsured in accordance with the terms and conditions of this AGREEMENT by the CEDING COMPANY may be automatically reinstated with the REINSURER as long as the policy is reinstated in accordance with the terms and rules of the CEDING COMPANY.  The CEDING COMPANY shall notify the REINSURER in advance of making any material changes to its reinstatement terms and rules.  Any policy originally reinsured with the REINSURER on a facultative basis which has been in a lapsed status for more than ninety (90) days must be submitted with underwriting requirements and approved by the REINSURER before it is reinstated.  The CEDING COMPANY will pay the REINSURER its share of amounts collected or charged for the reinstatement of such policies.

D.Exchanges (Contractual and Non-Contractual)

Exchanges will be reinsured under this AGREEMENT only if the original policy was reinsured with the REINSURER; the amount of reinsurance under this AGREEMENT will not exceed the amount of the reinsurance on the original policy with the REINSURER immediately prior to the exchange.  Premiums will be determined as follows:

1If any business covered under this AGREEMENT is subsequently exchanged to any other plan reinsured by the REINSURER, then such business shall be reinsured at the rates as shown in the AGREEMENT covering the new plan.  Rates and allowances or pay percentages applicable to the new plan will be determined at point in scale based on the original policy that is being exchanged.  If the AGREEMENT including the new rates requires policy fees, then they shall also apply to the new plan.

2.If any business covered under this AGREEMENT is subsequently exchanged to a plan not reinsured by the REINSURER, then such business shall continue to be reinsured as if the exchange did not occur, provided that no new health evidence is obtained.

3.A policy resulting from an internal exchange or replacement will be underwritten by the CEDING COMPANY in accordance with its underwriting guidelines, standards and procedures for exchanges and replacements, subject to applicable state laws and regulations regarding suicide exclusions and contestability periods.  If the CEDING COMPANY’s guidelines treat the policy as new business, then the reinsurance will also be considered new business.  For purposes of this Article, new business is defined as those policies on which the CEDING COMPANY has obtained complete and current underwriting evidence on the full amount.

4.Regardless of the foregoing, the following types of exchanges will not be reinsured under this Agreement: single life plans into joint last survivor plan, or either single or joint last survivor permanent plans into a term plan.

E.Extended Term and Reduced Paid-Up Insurance

Changes as a result of extended term or reduced paid-up insurance will be handled like reductions.

F.Policy Split Option Riders

Split Option Rider (R94-PSO and R03-PSO):  This rider provides owners of a joint life policy the option to split the policy into single life policies.  The split requires underwriting approval and is subject to full evidence of insurability.  The split may be unequal, but the sum of the face amounts of the new policies may not exceed the total face amount of the original joint life policy.  The resulting single life policies will be treated like new business, ceded in accordance with and subject to the provisions for new business under this AGREEMENT. The CEDING COMPANY pays no reinsurance premium for the rider itself.  Regular new business reinsurance premium will apply to the split policy.

Enhanced Policy Split Option Rider (R94-EPSO, R96-EPSO and R03-ESO):  This rider provides owners of a JLS policy the option to split the policy into single life policies.  Evidence of insurability is not required, but the split may be exercised only within 90 days following a change in the Federal Estate Tax Law, as defined in the rider policy form.  The face amount of each new policy cannot exceed 50% of the original joint life policy.

Article XI

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options, continued

NOTE:An original date policy Reissue will not be treated as a continuation of the original policy.  It will be treated as a new policy and the original policy will be treated as Not Taken.  All premiums previously paid to the REINSURER for the original policy will be refunded to the CEDING COMPANY.  All premiums will be due on the new policy from the original issue date of the old policy.

NOTE:Re-entry, e.g., wholesale replacement and similar programs are not covered under this Article.  If Re-entry is applicable to this treaty, then it will be covered under the Premiums Exhibit.

Article XII

Liability

A.This is an AGREEMENT solely between the REINSURER and the CEDING COMPANY.  In no instance will anyone other than the REINSURER or the CEDING COMPANY have any rights under this AGREEMENT, and the CEDING COMPANY will be and remain solely liable to any insured, policy owner, or beneficiary under any policy reinsured hereunder.

B.The liability for all automatic reinsurance as applicable to this AGREEMENT and accepted by the REINSURER under this AGREEMENT will commence simultaneously with that of the CEDING COMPANY.

C.The REINSURER will not be liable for proceeds paid under the CEDING COMPANY’s conditional receipt or temporary insurance agreement unless conditions for coverage under Article XIX, Temporary Insurance Agreement, of this AGREEMENT are met.

D.Liability for all reinsurance submitted facultatively to the REINSURER will commence when all of the following conditions have been met:

1.The REINSURER’s offer has been accepted and the CEDING COMPANY has properly documented its records to reflect this acceptance, and

2.The policy has been delivered and paid for in accordance with the CEDING COMPANY’s procedures, and

3.No more than one-hundred twenty (120) days have elapsed from the date of the REINSURER’s final offer unless the REINSURER explicitly states in writing that the final offer is extended for some further period of time.

E.The liability of the REINSURER for all reinsurance under this AGREEMENT will cease simultaneously with the liability of the CEDING COMPANY and will not exceed the CEDING COMPANY’s contractual liability under the terms of its policies.

Article XIII

Claims

A.Prompt notice of a claim must be given to the REINSURER.  In every case of loss, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient.  Copies thereof, together with proof of the amount paid on such claim by the CEDING COMPANY will be furnished to the REINSURER when requesting its share of any claim for a policy with a net amount at risk of $500,000 or greater.  The CEDING COMPANY will not routinely forward copies of the proofs obtained for claims for policies with a net amount at risk less than $500,000 unless the claim is contestable.  The REINSURER may request, and the CEDING COMPANY will send documents on any claim reinsured under this AGREEMENT.  The REINSURER shall pay its share of all payable claims, in accordance with the terms of this AGREEMENT, in a lump sum regardless of the settlement method.  However, if the claim is contestable, all papers in connection with such claim, including all underwriting and investigation papers, must be submitted to the REINSURER.

B.The CEDING COMPANY will notify the REINSURER in writing of its intention to contest, compromise, or litigate a claim.  Unless it declines to be a party to such action, the REINSURER will pay its share of any settlement up to the maximum that would have been payable under the specific policy had there been no controversy plus its share of specific expenses, except as specified below.

If the REINSURER declines to be a party to the contest, compromise, or litigation of a claim, it will pay its full share of the amount reinsured, as if there had been no contest, compromise, or litigation, and its proportionate share of covered expenses incurred to the date it notifies the CEDING COMPANY it declines to be a party.

In no event will the following categories of expenses or liabilities be reimbursed:

1.Routine investigative or administrative expenses;

2.Salaries of employees or other internal expenses of the CEDING COMPANY or the original issuing company;

3.Extra contractual damages, including punitive and exemplary damages;

4.Expenses incurred in connection with a dispute or contest arising out of conflicting or any other claims of entitlement to policy proceeds or benefits.

C.If the amount of insurance changes because of a misstatement of rate classification or age, the REINSURER’s share of reinsurance liability will change proportionately.

D.In the event the REINSURER does not receive notification of acceptance from the CEDING COMPANY prior to the death occurring, then the CEDING COMPANY will apply the tie breaker rule on facultative submissions as described below:

1.The risk will be ceded to the reinsurers with the best offers.

2.If reinsurers are tied with identical offers, the earlier offers will be ceded the risk.

E.If the CEDING COMPANY returns premium to the policy owner or beneficiary as a result of fraud or misrepresentation within the policy contestable period or suicide of the insured, the REINSURER will refund net reinsurance premiums received on that policy without interest to the CEDING COMPANY in lieu of any other form of reinsurance benefit payable under this AGREEMENT.

F.Claims recovery is based on the net amount at risk as of the date of death plus interest, if applicable, in proportion to interest paid the beneficiary(s) calculated at a daily rate.  The applicable interest rate is determined by state law.

Article XIV

Dispute Resolution and Arbitration

A.It is the intention of the REINSURER and the CEDING COMPANY that the customs and practices of the insurance and reinsurance industry will be given full effect in the operation and interpretation of this AGREEMENT.  The parties agree to act in all things with the highest good faith.  If the REINSURER or the CEDING COMPANY cannot mutually resolve a dispute which arises out of or relates to this AGREEMENT, however, the dispute will be decided through dispute resolution, then arbitration.  The arbitrators will base their decision on the terms and conditions of this AGREEMENT plus, as necessary, on the customs and practices of the insurance and reinsurance industry rather than solely on a strict interpretation of the applicable law; absent fraud or misconduct there will be no appeal from their decision, and any court having jurisdiction of the subject matter and the parties may reduce that decision to judgment.

B.Dispute Resolution: In the event of a dispute arising out of or relating to this Agreement, the parties agree to the following process of dispute resolution.  Within fifteen (15) days after one party has first given the other party written notification of a specific dispute, each party will appoint a designated company officer to attempt to resolve the dispute.  The officers will meet at a mutually agreeable location as soon as possible and as often as necessary, in order to gather and furnish the other with all appropriate and relevant information concerning the dispute.  The officers will discuss the problem and will negotiate in good faith without the necessity of any formal arbitration proceedings.  During the negotiation process, all reasonable requests made by one officer to the other for information will be honored.  The designated officers will decide the specific format for such discussions.

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

C.To initiate arbitration, either the CEDING COMPANY or the REINSURER will notify the other party by Certified Mail of its desire to arbitrate, stating the nature of its dispute and the remedy sought.  The party to which the notice is sent will respond to the notification in writing within ten (10) days of its receipt.

D.There will be three arbitrators who will be current or former officers of life insurance or life reinsurance companies other than the contracting companies.  Each of the contracting companies will appoint one of the arbitrators and these two arbitrators will select the third.  If either party refuses or neglects to appoint an arbitrator within sixty (60) days, the other party may appoint the second arbitrator.  If the two arbitrators do not agree on a third arbitrator within sixty (60) days of their appointment, each of the arbitrators will nominate three individuals.  Each arbitrator will then decline two of the nominations presented by the other arbitrator.  The third arbitrator will then be chosen from the remaining two nominations by drawing lots.

E.It is agreed that each of the three arbitrators should be impartial regarding the dispute and should resolve the dispute on the basis described in Section A of this Article.  Therefore, at no time will either the CEDING COMPANY or the REINSURER contact or otherwise communicate with any person who is to be or has been designated as a candidate to serve as an arbitrator concerning the dispute, except upon the basis of jointly drafted communications provided by both the CEDING COMPANY and the REINSURER to inform the arbitrators of the nature and facts of the dispute.  Likewise, any written or oral arguments provided to the arbitrators concerning the dispute will be coordinated with the other party and will be provided simultaneously to the other party or will take place in the presence of the other party.  Further, at no time will any arbitrator be informed that the arbitrator has been named or chosen by one party or the other.

Article XIV

Dispute Resolution and Arbitration, continued

F.The arbitration hearing will be held at a location to be agreed upon by the parties on the date fixed by the arbitrators.  In no event will this date be later than six (6) months after the appointment of the third arbitrator unless mutually agreed by the parties.  As soon as possible, the arbitrators will establish pre-arbitration procedures as warranted by the facts and issues of the particular case.  At least ten (10) days prior to the arbitration hearing, each party will provide the other party and the arbitrators with a detailed statement of the facts and arguments it will present at the arbitration hearing.  The arbitrators may consider any relevant evidence; they will give the evidence such weight as they deem it entitled to after consideration of any objections raised concerning it.  The party initiating the arbitration will have the burden of proving its case by a preponderance of the evidence.  Each party may examine any witnesses who testify at the arbitration hearing.

G.Each party will bear the expense of its own arbitration activities, including its appointed arbitrator and any outside attorney and witness fees.  The parties will jointly and equally bear the expense of the third arbitrator and other costs of the arbitration.

Article XV

Insolvency

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

1.Applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of its properties or assets; or

2.Is adjudicated as bankrupt or insolvent; or

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

4.Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the party’s domicile.

B.In the event of the insolvency of the CEDING COMPANY and the appointment of a conservator, liquidator, or statutory successor, the portion of any risk or obligation assumed by the REINSURER shall be payable to the conservator, liquidator, or statutory successor on the basis of claims allowed against the insolvent company by any court of competent jurisdiction or by any conservator, liquidator, or statutory successor of the company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims.  Payments by the REINSURER as set forth in this subdivision shall be made directly to the CEDING COMPANY or to its conservator, liquidator, or statutory successor.  The REINSURER will be liable only for benefits reinsured as benefits become due under the terms of the reinsured policies and will not be or become liable for any amounts or reserves to be held by the CEDING COMPANY as to the reinsured policies or for any damages owed by the CEDING COMPANY as a result of issuance of any of the policies.

C.In the event of insolvency of the CEDING COMPANY, the conservator, liquidator, or statutory successor will immediately give written notice to the REINSURER of all pending claims against the CEDING COMPANY on any policies reinsured.  While a claim is pending, the REINSURER may investigate and interpose, at its own expense, in the proceedings where the claim is adjudicated, any defense or defenses which it may deem available to the CEDING COMPANY or its conservator, liquidator or statutory successor.  The expense incurred by the REINSURER will be chargeable, subject to court approval, against the CEDING COMPANY as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the CEDING COMPANY solely as a result of the defense undertaken by the REINSURER.  Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the reinsurance AGREEMENT as though such expense had been incurred by the CEDING COMPANY.

D.In the event of the insolvency of the REINSURER, the CEDING COMPANY may cancel this AGREEMENT for new business by promptly providing the REINSURER or its Authorized Representative with written notice of cancellation, to be effective as of the date on which the REINSURER’s insolvency is established by the authority responsible for such determination.  Any requirement for a notification period prior to the cancellation of the AGREEMENT would not apply under such circumstances.

Article XV

Insolvency, continued

In addition, in the event of the insolvency of the REINSURER, the CEDING COMPANY may provide the REINSURER or its Authorized Representative with written notice of its intent to recapture all reinsurance in force under this AGREEMENT regardless of the duration the reinsurance has been in force or the amount retained by the CEDING COMPANY on the reinsured policies.  The effective date of a recapture due to insolvency will be at the election of the CEDING COMPANY but may not be earlier than the date on which the REINSURER’s insolvency is established by the authority responsible for such determination.  If the CEDING COMPANY elects to terminate reinsurance under this Article, unearned premiums, net of outstanding balances, will be paid by the party with the positive balance.

E.In the event of the insolvency of either party, the rights or remedies of this AGREEMENT will remain in full force and effect.

Article XVI

Right to Inspect

Either party, or their duly authorized representatives, will have the right to inspect the other party’s original papers, records, and all documents, whether written or electronic, relating to the business reinsured under this AGREEMENT including underwriting, claims, processing, and administration.  Such access will be provided during regular business hours at the office of the inspected party.  Assuming the inspecting party has continued to perform the undisputed portion of its obligations under this AGREEMENT, the inspected party may not withhold access to information and records on the grounds that the inspecting party is in breach.

The inspecting party’s right of access as specified above will survive until all of the inspecting party’s obligations under this AGREEMENT have terminated or been fully discharged.

Subject to the inspecting party’s written approval, the inspected party may share with a third party (or parties), results of the inspecting party’s underwriting, claims and administrative audits of the inspected party, except for those sections of the audit reports, or methodology employed that the inspecting party considers proprietary.

Article XVII

Duration of AGREEMENT

A.This AGREEMENT may be terminated as to new reinsurance at any time by either party giving ninety (90) days written notice of termination.  The day the notice is mailed to the other party’s Home Office, or, if the mail is not used, the day it is delivered to the other party’s Home Office or to an Officer of the other party will be the first day of the ninety (90) day period.

B.During the ninety (90) day period, this AGREEMENT will continue to operate in accordance with its terms.

C.The REINSURER and the CEDING COMPANY will remain liable after termination, in accordance with the terms and conditions of this AGREEMENT, with respect to all reinsurance effective prior to termination of this AGREEMENT.

Article XVIII

Increasing Net Amount at Risk Policies and Riders

I.Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this AGREEMENT, they will be handled as shown below.  The CEDING COMPANY will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D.  The CEDING COMPANY also underwrites at issue based on the highest amount.  The projected highest amount in all years will also be used to determine the CEDING COMPANY’s retention at issue and the percentage of future changes in NAR as they occur.  As long as the CEDING COMPANY follows the procedures as outlined, the REINSURER will assume its prorata share of all NAR changes as they occur.  In no case will the reinsured automatic portion exceed the automatic binding limits.  Automatic binding limits are applied by the CEDING COMPANY to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

1.VART is a rider with scheduled coverage amounts that can vary annually.  The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the highest VART amount in all years as the VART total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest VART amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for VART riders.  Premium paid the REINSURER for VART riders is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

1.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the total projected Option C death benefit.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The death benefit amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for coverages with Option C.  Premium paid the REINSURER for Option C coverages is calculated and paid on the current ceded NAR amount.  The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

4.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals.  The REINSURER’s ultimate potential liability will be no greater than the original projected liability as defined in item 1 above.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

1.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

2.The CEDING COMPANY will report the ultimate doubled face amount for all Option D coverages issued with the policy.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for policies with Option D.  Premium paid the REINSURER for policies with Option D is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

II.Business Reinsured on a Facultative Basis

A.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the CEDING COMPANY has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the REINSURER’s underwriters are aware of the highest projected death benefit amount.  The highest net amount at risk reinsured can never exceed the amount of the REINSURER’s offer.  Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

B.The CEDING COMPANY may ultimately retain up to double the normal retention or higher with appropriate internal approval.

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes.  The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The CEDING COMPANY and the REINSURER will share proportionately in face amount increases due to compliance with Code section 7702.

Article XIX

Temporary Insurance Agreement

A.Subject to the terms, conditions, and limits of this AGREEMENT and provided the conditions set forth in Section B of this article are fulfilled, the REINSURER shall reimburse the CEDING COMPANY for Temporary Insurance Agreement (TIA) reinsurance.  TIA reinsurance is defined as reinsurance on a claim pursuant to a TIA, which either:

(1)The CEDING COMPANY’s total claim liability exceed the appropriate retention set forth in the Retention Schedule due to the existence of prior risk retained by the CEDING COMPANY on the life or

(2)An unconditional offer to reinsure has been made by the REINSURER in response to a facultative request for reinsurance where the CEDING COMPANY has proposed to keep less than its full retention as set forth in the Retention Schedule.  An unconditional offer to reinsure is a final offer made by the REINSURER with no conditions other than routine requirements such as time for delivery, certificate of health, etc.  In no event shall the REINSURER liability pursuant to this article exceed the REINSURER excess percentage share under this AGREEMENT unless the REINSURER has made an unconditional facultative offer for a larger amount.

B.The following conditions must be satisfied in order for reinsurance of a TIA to be effective:

(1)The CEDING COMPANY must become liable for a claim pursuant to a TIA issued on a form in conformity to the appropriate form of the Temporary Insurance Agreement Exhibit G of this AGREEMENT; and

(2)The TIA must be given in return for an application for a policy form included in the Policy Plans Reinsured Exhibit which would bear a policy date in the range covered by this AGREEMENT; and

(3)As of the date of the proposed insured’s death, either the policy has not been submitted facultatively, or, if submitted facultatively then the following conditions determine the REINSURER’s liability in the event of a valid TIA claim:

i)If, as of the proposed insured’s date of death, the CEDING COMPANY has not received any unconditional offer to reinsure, then the automatic reinsurers will reimburse the CEDING COMPANY for the TIA reinsurance according to their excess percentage shares under this AGREEMENT; or

ii)If, as of the proposed insured’s date of death, the CEDING COMPANY has received an unconditional offer or offers to reinsure that at least equal the TIA reinsurance, then the reinsurer(s) having made the unconditional offer(s) will reimburse the CEDING COMPANY for the TIA reinsurance.  For the purpose of the comparisons detailed below, a flat rating of $2.50 per thousand is equivalent to 1 table rating.  In the case of multiple offers received by the date of death, a lower offer takes precedence over a higher offer, and in the case of identical offers, an offer received on an earlier day takes precedence over an offer received on a later day; or

iii)If, as of the proposed insured’s date of death, the CEDING COMPANY has received an unconditional offer or offers to reinsure, with such offer(s) failing to at least equal the TIA reinsurance, then the reinsurer(s) having made the unconditional offer(s) will reimburse the CEDING COMPANY for the offered amount(s), with the excess to be shared among the remaining automatic reinsurers, and each automatic reinsurer’s share equal to A divided by B below (“A/B”), where

A = the automatic reinsurer’s excess percentage share under this AGREEMENT, and

B = the sum of each remaining automatic reinsurer’s shares under this AGREEMENT.

iv)Nothing in the foregoing shall preclude the CEDING COMPANY from reinsurance reimbursement for a valid TIA claim, up to the full TIA claim amount, for an amount unconditionally offered by the REINSURER in response to a facultative request by the CEDING COMPANY proposing to retain less than its limit of retention.  If the CEDING COMPANY has proposed a specific retention in its facultative request for reinsurance, that shall be its retention.  If the CEDING COMPANY has not specified a retention in the facultative request, then its retention shall be 25% of the risk unless it has documented in its underwriting file that its initial evaluation of the risk is higher than table 6, in which case it shall have no retention.

Article XX

Offset

Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or the CEDING COMPANY with respect to this AGREEMENT are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid provided the party that seeks to avail itself of this right of offset is not in breach of any provision of this AGREEMENT.

The right of offset will not be affected or diminished due to the insolvency of either party, subject to any limitation imposed by any applicable state law or regulation of the CEDING COMPANY’s state of domicile.

Article XXI

Confidentiality

Both the CEDING COMPANY and the REINSURER will hold confidential and not disclose or make competitive use of any shared Proprietary Information, as defined below, unless:

·The information becomes publicly available other than through unauthorized disclosure of such information by the party seeking to disclose or use such information;

·The information is independently developed by the recipient;

·The disclosure is in the reasonable judgment of the REINSURER, required or deemed advantageous (in terms of pricing, ease of execution or otherwise) for the purpose of any reinsurance, retrocession, securitization, or structured, asset-backed or asset-based financing;

·The disclosure is required by external auditors; or

·The disclosure is mandated by law.

“Proprietary Information” includes, but is not limited to, underwriting manuals and guidelines, applications, contract forms, and premium rates and allowances of the REINSURER and the CEDING COMPANY, but shall not include the existence of this AGREEMENT and the identity of the parties.  Nothing herein shall preclude either party from sharing Proprietary Information for normal business operations or, on an aggregated basis, for internal operations such as developing pricing models and actuarial analyses.

In addition, the REINSURER and its representatives and service providers will protect the confidentiality of Non-Public Personal Information, as defined below, by:

·Holding all Non-Public Personal Information transmitted to them by or on behalf of the CEDING COMPANY in strict confidence;

·Maintaining appropriate measures that are designed to protect the security, integrity and confidentiality of Non-Public Personal Information;

·Using Non-Public Personal Information only in the ordinary course of business to carry out REINSURER’s obligations under this AGREEMENT; and

·Disclosing Non-Public Personal Information to third parties only as necessary to perform services under the AGREEMENT, for purposes of retrocession, or as may be required or permitted by law.

“Non-Public Personal Information” is personally identifiable medical, financial, and other personal information about proposed, current and former applicants, policy owners, contract holders, insureds, annuitants, claimants, and beneficiaries of reinsured policies or contracts issued by the CEDING COMPANY, and their representatives, that is not publicly available.  Non-Public Personal Information does not include de-identified personal data.

The CEDING COMPANY will obtain, if required by any law, appropriate consent to the collection, use and disclosure of Non-Public Personal Information, from each insured to enable the parties to fully exercise their rights and perform their obligations under this AGREEMENT.

Article XXII

General Provisions

A.Reliance.  The CEDING COMPANY affirms that it has and will timely and fully disclose all information relevant to the risks being reinsured by the AGREEMENT and acknowledges its understanding that the REINSURER will rely upon such information.  The CEDING COMPANY agrees to use “utmost good faith” in its efforts to meet this duty and all others under the AGREEMENT.

B.OFAC. The Ceding Company represents that it is, and shall use best efforts to continue to be, in compliance with all laws, regulations, judicial and administrative orders applicable to the business reinsured under this AGREEMENT (collectively “Laws”), including, but not limited to, sanctions laws administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), as such laws may be amended from time to time.  Neither the CEDING COMPANY nor the REINSURER shall be required to take any action under this Agreement that would result in it being in violation of said laws, including, but not limited to, making any payments in violation of the law.  Should either party discover or otherwise become aware that a reinsurance transaction has been entered into or a payment has been made in violation of the law, the party who first becomes aware of the violation of the law shall notify the other party and the parties shall cooperate in order to take all necessary corrective actions.  The parties agree that such transaction shall be null, void and of no effect from its inception, to the same extent as if the transaction had never been entered into.  Each party will be restored to the position it would have occupied if the violation had not occurred, including the return of any payments received, unless prohibited by law

C.Assignment.  All the terms of this AGREEMENT shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns, whether so expressed or not; however, no party hereto shall assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the other party hereto.

D.Currency.  All payments under this AGREEMENT shall be made in currency of the United States of America.

E.Compliance with Law.  The parties shall in all matters relating to the AGREEMENT comply with all applicable regulatory provisions.

F.Counterparts.  This AGREEMENT may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same document.

G.Descriptive Headings and Construction.  The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning, construction or interpretation of, this AGREEMENT.  Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.  The parties have participated jointly in the negotiation and drafting of this AGREEMENT and no rule of construction against the draftsperson shall be applied hereto.

H.Interest. If, under the terms of this AGREEMENT, interest is accrued on amounts due either party, such interest will be calculated using the Prime Rate plus 2% as reported in the Wall Street Journal on the first “business day” on or after a payment became due.

I.Notices: All notices, requests, instructions, demands, consents and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given on the date delivered by hand or by courier service such as Federal Express, or by other messenger (or, if delivery is refused, upon presentment) or upon electronic confirmation of a facsimile transmission, or upon delivery by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses:

If to the Ceding Company:

Pacific Life Insurance Company

45 Enterprise, 8th Floor

Aliso Viejo, CA  92656

Attn:  Assistant Vice President, Life Reinsurance Department

Article XXII

General Provisions, continued

If to Generali USA:

Generali USA Life Reassurance Company

8801 Renner Road, Suite 300

Lenexa, KS 66219-9751

or

P.O. Box 419076

Kansas City, MO 64141-6076

Attn: Treaty Department

J.Governing Law. This AGREEMENT shall be governed by, construed and enforced in accordance with the laws of Nebraska.

K.Severability. If any provision of this AGREEMENT is determined, for any reason, to be invalid, illegal, or unenforceable in any respect, (1) such provision or provisions shall be ineffective but only to the extent of such invalidity, illegality, or unenforceability and (2) such determination will not impair or affect the remaining provisions of this AGREEMENT.  In such an event, Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, unless such a construction would be unreasonable.

Article XXIII

Parties to the AGREEMENT

This is an agreement solely between the REINSURER and the CEDING COMPANY.  In no instance will anyone other than the REINSURER or the CEDING COMPANY have any rights under this AGREEMENT, and the CEDING COMPANY is and will remain solely liable to any insured, policyowner, or beneficiary under the original policies reinsured hereunder.

Article XXIV

Execution of AGREEMENT

In Witness of the above,

PACIFIC LIFE INSURANCE COMPANY

of

Omaha, Nebraska

and

GENERALI USA LIFE REASSURANCE COMPANY

of

Kansas City, Missouri

have by their respective officers executed and delivered this AGREEMENT in duplicate on the dates indicated below, with an effective date of December 1, 2008.

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson		By:	/s/ Cheryl Tobin
	Kent Johnson			Cheryl Tobin
	Vice President,			Assistant Vice President,
	Actuarial and Reinsurance			Assistant Secretary
				Legal
Date:		03/23/10	Date:		3/25/10

GENERALI USA LIFE REASSURANCE COMPANY
By:	/s/ Amanda Morrison		By:	/s/ David A. Gates
Print name: Amanda Morrison			Print name: David Gates
Date:		3/17/2010	Date:		3/19/2010

EX-99.(7)(D)(1)

Exhibit 99.(7)(d)(1)

AMENDMENT #1

(hereafter called the “AMENDMENT”)

Effective March 1, 2010

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWALBLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CBM09

Reinsurer Reference:  TBA

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

GENERALI USA LIFE REASSURANCE COMPANY

Kansas City, Missouri

NAIC Number 97071

FEIN 133126819

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that this AGREEMENT is amended as respects new business issued on and after March 1, 2010 to revise and replace Article III in its entirety and Part 1 of Exhibit C — Premiums as attached herein:

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective March 1, 2010:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	03/23/10		3/25/10
GENERALI USA LIFE REASSURANCE COMPANY
By:	/s/ Amanda Morrison	By:	/s/ David Gates
	Amanda Morrison		David Gates
	Treaty Counsel		SVP
Date:	3/18/2010		3/19/2010

Article III

Premiums

A.Plans of insurance listed in Exhibit B will be reinsured on the yearly renewable term basis with the REINSURER participating only in mortality risks (not cash values, loans, dividends or other features specific to permanent policies).  The mortality risk shall be the net amount at risk (“NAR”) on that portion of the policy which is reinsured with the REINSURER.

B.Premiums for Life Reinsurance and reinsurance of Supplemental Benefits will be based on the rates and allowances described in Exhibit C.

C.Premiums will be increased by any flat extra premium charged the insured based on the ceded NAR as described in Exhibit C.

D.There will be no premium tax reimbursement.

E.The reinsurance rates shown in Exhibit C are guaranteed for one year and the REINSURER anticipates continuing to accept premiums on the basis of these rates indefinitely.  In subsequent years, the REINSURER reserves the right to increase such rates provided, however, that:

1.The reinsurance rates may not be increased above the statutory net valuation premium applicable to the reinsured policies after such increase,

2.The reinsurance rates may, at the REINSURER’s option, be increased to the extent required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY with respect to the reinsured policies.

If the REINSURER exercises its right to increase reinsurance rates under this AGREEMENT in an amount greater than that required to ensure that the REINSURER will participate in its share of any increases in premium rates, costs, charges or fees as implemented by the CEDING COMPANY for the reinsured policies, the CEDING COMPANY may recapture all of the reinsured policies on which reinsurance rates have been increased regardless of the reinsured policies’ duration in force.  If the CEDING COMPANY elects to recapture under this provision, unearned premiums, net of any outstanding balances, will be paid by the party with the positive balance, all determined as of the effective date of the recapture.

F.Reinsurance premiums are due as long as reinsurance is in force.

AMENDMENT #2

(hereafter called the “AMENDMENT”)

Effective December 1, 2008

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWALBLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CBM09

Reinsurer Reference:  TBA

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

GENERALI USA LIFE REASSURANCE COMPANY

Kansas City, Missouri

NAIC Number 97071

FEIN 133126819

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that this AGREEMENT is amended to revise and replace the Joint Life Plans (One Life Uninsurable “OLU”) paragraph in Exhibit C — Premiums as shown below:

Joint Life Plans (One Life Uninsurable “OLU”)

OLU means a joint last survivor case with one life appraised at Table 16 or higher.  The consideration payable for this coverage shall be the applicable single life factor in the Rate Factors section above times the appropriate annual life rate from the attached Rate Table, labeled C-1.  The applicable rate will be determined based on the healthier life.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective December 1, 2008:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	02/09/11		2/10/11
GENERALI USA LIFE REASSURANCE COMPANY
By:	/s/ David Gates	By:	/s/ Amanda Morrison
	David Gates		Amanda Morrison
	SVP		Treaty Counsel
Date:	2/4/2011		2/3/2011

EX-99.(7)(D)(2)

Exhibit 99.(7)(d)(2)

Certain identified information has been excluded from this exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.

AMENDMENT #3

(hereafter called the “AMENDMENT”)

Effective December 9, 2010

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CBM09

Reinsurer Reference:  TBA

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

GENERALI USA LIFE REASSURANCE COMPANY

Kansas City, Missouri

NAIC Number 97071

FEIN 133126819

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended to include the following automatic policies from their inception:

Policy Number	Issue Date	Policy Face Amount	PL Retention	Face Amount Ceded to Generali
[    ]	[    ]	[    ]	[    ]	[    ]
[    ]	[    ]	[    ]	[    ]	[    ]

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective December 9, 2010:

PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	03/14/11		3/15/11
GENERALI USA LIFE REASSURANCE COMPANY
By:	(illegible)	By:	(illegible)
	SVP
Date:	3/7/2011		3/7/2011

EX-99.(7)(D)(3)

Exhibit 99.(7)(d)(3)

AMENDMENT #4

(hereafter called the “AMENDMENT”)

Effective March 1, 2011

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CBM09

Reinsurer Reference:  TBA

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

GENERALI USA LIFE REASSURANCE COMPANY

Kansas City, Missouri

NAIC Number 97071

FEIN 133126819

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective March 1, 2011 to revise and replace Exhibit D in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective March 1, 2011:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	06/07/11		6/8/11
GENERALI USA LIFE REASSURANCE COMPANY
By:	/s/ David Gates	By:	/s/ Amanda Morrison
	David Gates		Amanda Morrison
	SVP		Treaty Counsel
Date:	6/2/2011		6/1/2011

AMENDMENT #5

(hereafter called the “AMENDMENT”)

Effective June 1, 2011

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CBM09

Reinsurer Reference:  200812.2

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

GENERALI USA LIFE REASSURANCE COMPANY

Kansas City, Missouri

NAIC Number 97071

FEIN 133126819

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective June 1, 2011 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective June 1, 2011:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	07/16/11		7/18/11
GENERALI USA LIFE REASSURANCE COMPANY
By:	/s/ David Gates	By:	/s/ Amanda Morrison
	David Gates		Amanda Morrison
	SVP		Treaty Counsel
Date:	7/12/2011		7/12/2011

AMENDMENT #6

(hereafter called the “AMENDMENT”)

Effective December 1, 2010

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CBM09

Reinsurer Reference:  200812.2

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

GENERALI USA LIFE REASSURANCE COMPANY

Kansas City, Missouri

NAIC Number 97071

FEIN 133126819

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective December 1, 2010 to revise and replace Article XVIII — Increasing Net Amount at Risk Policies and Riders in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective December 1, 2010:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	08/18/11		8/22/11
GENERALI USA LIFE REASSURANCE COMPANY
By:	/s/ David Gates	By:	/s/ Amanda Morrison
	David Gates		Amanda Morrison
	SVP		Treaty Counsel
Date:	8/16/2011		8/5/2011

Article XVIII

Increasing Net Amount at Risk Policies and Riders

I.Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this AGREEMENT, they will be handled as shown below.  The CEDING COMPANY will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D.  The CEDING COMPANY also underwrites at issue based on the highest amount.  The projected highest amount in all years will also be used to determine the CEDING COMPANY’s retention at issue and the percentage of future changes in NAR as they occur.  As long as the CEDING COMPANY follows the procedures as outlined, the REINSURER will assume its prorata share of all NAR changes as they occur.  In no case will the reinsured automatic portion exceed the automatic binding limits.  Automatic binding limits are applied by the CEDING COMPANY to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

1.VART is a rider with scheduled coverage amounts that can vary annually.  The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the highest VART amount in all years as the VART total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest VART amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for VART riders.  Premium paid the REINSURER for VART riders is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

1.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

2.The CEDING COMPANY will report the total projected Option C death benefit.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The death benefit amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for coverages with Option C.  Premium paid the REINSURER for Option C coverages is calculated and paid on the current ceded NAR amount.  The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

4.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals.  The REINSURER’s ultimate potential liability will be no greater than the original projected liability as defined in item 1 above.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

1.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

2.The CEDING COMPANY will report the ultimate doubled face amount for all Option D coverages issued with the policy.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for policies with Option D.  Premium paid the REINSURER for policies with Option D is calculated and paid on the current ceded NAR amount.

4.Death benefits payable will be based upon current NAR.

D.SIR (Scheduled Increase Rider)

1.SIR is a rider that can have up to a maximum of 10 annual increases which are scheduled at issue.  The percentage must be the same for each increase, and the increases must be completed within 10 years.

2.The CEDING COMPANY will report the highest SIR amount in all years as the total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest SIR amount based on the REINSURER’s automatic pool participation percentage.

3.The CEDING COMPANY will report the current net amount at risk as the NAR amount for SIR riders.  The reinsured current NAR amount for the SIR rider as well as the reinsured current NAR amount for the base policy will be a reinsurance premium based on point-in-scale base reinsurance rates.

4.Death benefits payable will be based upon current NAR.

5.The SIR rider is not allowed on a policy with either the Flexible Duration No Lapse Guarantee rider or the VART rider.

II.Business Reinsured on a Facultative Basis

1.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the CEDING COMPANY has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the REINSURER’s underwriters are aware of the highest projected death benefit amount.  The highest net amount at risk reinsured can never exceed the amount of the REINSURER’s offer.  Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

2.The CEDING COMPANY may ultimately retain up to double the normal retention or higher with appropriate internal approval.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes.  The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The CEDING COMPANY and the REINSURER will share proportionately in face amount increases due to compliance with the requirements of Section 7702 of the Code.

AMENDMENT #7

(hereafter called the “AMENDMENT”)

Effective December 8, 2011

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CBM09

Reinsurer Reference:  200812.2

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

GENERALI USA LIFE REASSURANCE COMPANY

Kansas City, Missouri

NAIC Number 97071

FEIN 133126819

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective December 8, 2011 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective December 8, 2011:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Kent Johnson	By:	/s/ Cheryl Tobin
	Kent Johnson		Cheryl Tobin, Assistant Vice President
	Vice President,		Assistant Secretary
	Actuarial and Reinsurance		Legal
Date:	01/05/12		1/6/12
GENERALI USA LIFE REASSURANCE COMPANY
By:	/s/ David Gates	By:	/s/ Amanda Morrison
	David Gates		Amanda Morrison
	SVP		Treaty Counsel
Date:	12/19/2011		12/16/2011

AMENDMENT #8

(hereafter called the “AMENDMENT”)

Effective May 1, 2012

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CBM09

Reinsurer Reference:  200812.2

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

GENERALI USA LIFE REASSURANCE COMPANY

Kansas City, Missouri

NAIC Number 97071

FEIN 133126819

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective May 1, 2012 to reflect the parties’ agreement to reinsure the CEDING COMPANY’s chronic illness rider issued with reinsured policies.  Article XVIII — Increasing Net Amount at Risk Policies is hereby revised and replaced to include the Chronic Illness (CI) Accelerated Death Benefit Rider as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective May 1, 2012:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	Assistant Vice President		Assistant Secretary
	Reinsurance		Legal
Date:	7/25/12		7/27/12
GENERALI USA LIFE REASSURANCE COMPANY
By:	/s/ David Gates	By:	/s/ Amanda Morrison
	David Gates, SVP		Amanda Morrison, Treaty Counsel
Date:	7/12/2012		7/11/2012

Article XVIII

Increasing Net Amount at Risk Policies and Riders

I.Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this AGREEMENT, they will be handled as shown below.  The CEDING COMPANY will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D.  The CEDING COMPANY also underwrites at issue based on the highest amount.  The projected highest amount in all years will also be used to determine the CEDING COMPANY’s retention at issue and the percentage of future changes in NAR as they occur.  As long as the CEDING COMPANY follows the procedures as outlined, the REINSURER will assume its prorata share of all NAR changes as they occur.  In no case will the reinsured automatic portion exceed the automatic binding limits.  Automatic binding limits are applied by the CEDING COMPANY to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

5.VART is a rider with scheduled coverage amounts that can vary annually.  The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

6.The CEDING COMPANY will report the highest VART amount in all years as the VART total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest VART amount based on the REINSURER’s automatic pool participation percentage.

7.The CEDING COMPANY will report the current net amount at risk as the NAR amount for VART riders.  Premium paid the REINSURER for VART riders is calculated and paid on the current ceded NAR amount.

8.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

5.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

6.The CEDING COMPANY will report the total projected Option C death benefit.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The death benefit amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

7.The CEDING COMPANY will report the current net amount at risk as the NAR amount for coverages with Option C.  Premium paid the REINSURER for Option C coverages is calculated and paid on the current ceded NAR amount.  The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

8.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals.  The REINSURER’s ultimate potential liability will be no greater than the original projected liability as defined in item 1 above.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

5.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

6.The CEDING COMPANY will report the ultimate doubled face amount for all Option D coverages issued with the policy.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the total face amount based on the REINSURER’s automatic pool participation percentage.

7.The CEDING COMPANY will report the current net amount at risk as the NAR amount for policies with Option D.  Premium paid the REINSURER for policies with Option D is calculated and paid on the current ceded NAR amount.

8.Death benefits payable will be based upon current NAR.

E.SIR (Scheduled Increase Rider)

6.SIR is a rider that can have up to a maximum of 10 annual increases which are scheduled at issue.  The percentage must be the same for each increase, and the increases must be completed within 10 years.

7.The CEDING COMPANY will report the highest SIR amount in all years as the total coverage face amount.  Coverage is ceded on an excess of retention basis, with the CEDING COMPANY retaining the amounts shown in Exhibit A.  The face amount ceded will be the REINSURER’s portion of the highest SIR amount based on the REINSURER’s automatic pool participation percentage.

8.The CEDING COMPANY will report the current net amount at risk as the NAR amount for SIR riders.  The reinsured current NAR amount for the SIR rider as well as the reinsured current NAR amount for the base policy will be a reinsurance premium based on point-in-scale base reinsurance rates.

9.Death benefits payable will be based upon current NAR.

10.The SIR rider is not allowed on a policy with either the Flexible Duration No Lapse Guarantee rider or the VART rider.

F.Chronic Illness (CI) Accelerated Death Benefit Rider

1.CI is a rider, available for issue ages 20-75, that allows the policyowner to accelerate the death benefit if the insured becomes chronically ill.  To qualify for the benefits of the Pacific Life CI rider, the chronic illness will have to be expected to be permanent.

2.The maximum benefit payout (in lump sum, or 12 monthly payments) will be the lesser of :

a.24% of the death benefit amount on date of initial claim request times the reduction factor;

b.125% of the annual Per Diem limit declared by the IRS;

c.Current death benefit less any scheduled face increases after initial claim request times the reduction factor; or

d.$1,500,000 less any accelerated benefits paid to date times the reduction factor.

3.The maximum accelerated death benefit is $1,500,000.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

4.The policyowner does not have to take the maximum election at initial claim time; they can take another election each year after the qualifying event.  However, a new certification that the insured is chronically ill will be required for each policy year in which a benefit payment is requested.

5.The total death benefit available will be reduced by the maximum accelerated death benefit limit available for chronic illness.  For example, if someone has an $8,000,000 death benefit and accelerates the maximum accelerated death benefit ($1,500,000) due to chronic illness, the insured still has a $6,500,000 death benefit remaining.  The less that is accelerated; the more death benefit will remain.

II.Business Reinsured on a Facultative Basis

3.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the CEDING COMPANY has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the REINSURER’s underwriters are aware of the highest projected death benefit amount.  The highest net amount at risk reinsured can never exceed the amount of the REINSURER’s offer.  Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

4.The CEDING COMPANY may ultimately retain up to double the normal retention or higher with appropriate internal approval.

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes.  The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The CEDING COMPANY and the REINSURER will share proportionately in face amount increases due to compliance with the requirements of Section 7702 of the Code.

AMENDMENT #9

(hereafter called the “AMENDMENT”)

Effective January 1, 2012

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CBM09

Reinsurer Reference:  200812.2

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

GENERALI USA LIFE REASSURANCE COMPANY

Kansas City, Missouri

NAIC Number 97071

FEIN 133126819

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that effective January 1, 2012 Equity-Indexed Universal Life policies issued through M Life Distributors that fall within automatic reinsurance parameters will be ceded to M Life Insurance Company as described in Exhibit B - Basis of Reinsurance and Policy Plans Reinsured, Item 1.  Therefore, the AGREEMENT is hereby amended to revise and replace Exhibit B - Basis of Reinsurance and Policy Plans Reinsured as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective January 1, 2012:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	Assistant Vice President		Assistant Secretary
	Reinsurance		Legal
Date:	1/22/13		1/24/13
GENERALI USA LIFE REASSURANCE COMPANY
By:	/s/ David Gates	By:	/s/ Amanda Morrison
	David Gates		Amanda Morrison
	SVP		Treaty Counsel
Date:	1/18/2013		1/17/2013

AMENDMENT #10

(hereafter called the “AMENDMENT”)

Effective August 1, 2013

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CBM09

Reinsurer Reference:  200812.2

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

NAIC Number 67466

FEIN 951079000

(hereafter called the “CEDING COMPANY”)

and

GENERALI USA LIFE REASSURANCE COMPANY

Kansas City, Missouri

NAIC Number 97071

FEIN 133126819

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective August 1, 2013 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective August 1, 2013:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin, Assistant Vice President
	Assistant Vice President,		Assistant Secretary
	Reinsurance		Legal
Date:	9/13/13		9/16/13
GENERALI USA LIFE REASSURANCE COMPANY
By:	(illegible)	By:	/s/ David A. Gates
Date:	9/10/2013		9/10/2013

REINSURANCE AMENDMENT (Amendment #11)

CEDING COMPANY:	PACIFIC LIFE INSURANCE COMPANY
	(hereafter referred to as the CEDING COMPANY)
REINSURER:	SCOR GLOBAL LIFE USA REINSURANCE COMPANY
	(hereafter referred to as the REINSURER)
EFFECTIVE:	January 1, 2015

IT IS HEREBY MUTUALLY AGREED between the CEDING COMPANY and the REINSURER that the Confidentiality Article (as defined for each AGREEMENT in the table provided below) for all AGREEMENTS listed below, terminated or active, is replaced in its entirety with the revised Confidentiality Article attached hereto.

Treaty Description	Effective Date	CEDING COMPANY Reference	REINSURER Reference	Confidentiality Article
FACULTATIVE OBLIGATORY REINSURANCE AGREEMENT	January 1, 1995	CBM03	199501.23	Art. XXI of Agreement
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	January 19, 2005	CBM04	200501.36	Art. XXII of Agreement
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	August 28, 2006	CBM06	200608.2	Art. XXI of Agreement
AUTOMATIC AND FACULTATIVE COINSURANCE AGREEMENT	August 1, 2007	CBM08	200708.2	Art. XX of Agreement
AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT	December 1, 2008	CBM09	200812.2	Art. XXI of Agreement

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective January 1, 2015.

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin
	Assistant Vice President,		Assistant Vice President,
	Reinsurance		Assistant Secretary
			Legal
Date:	5/15/15		5/18/15
SCOR GLOBAL LIFE USA REINSURANCE COMPANY
By:	/s/ S Dunn	By:	/s/ Eric Wilmer
Title:	V.P. and A.G. Counsel		AVP & Asst. Secretary
Date:	5/13/15		May 13, 2015

Confidentiality

The parties acknowledge that as a result of this Agreement, each party may have access to and receive from the other party (1) non-public personally identifiable financial and/or health information (“NPI”), as defined in federal and state law, regarding consumers, customers, former customers and/or their beneficiaries and (2) information assets, trade secrets, and product, business and employee information (“Company Information” and together with NPI, “Confidential Information”).  The parties agree to maintain the confidentiality of all Confidential Information and shall not use, disclose, furnish or make accessible the Confidential Information to anyone other than authorized employees and agents of that party as necessary to carry out the party’s obligations under this Agreement. If a party, or any third party for whom such party is responsible, is required by law at the request of a governmental or judicial entity to disclose Confidential Information, then except as otherwise required by law that party shall immediately notify the other party of such request in advance of such disclosure so that it may take appropriate action to protect the Confidential Information.

Each party further agrees to establish and maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the Confidential Information.  At the request of the party that provided the Confidential Information, or in the absence of such request, upon termination of this Agreement, the other party shall promptly dispose of such Confidential Information in a manner agreed upon by the parties.  Notwithstanding the preceding, the other party shall be permitted to retain a copy of any Confidential Information if such information is necessary to meet its obligations or enforce its rights under an agreement between the parties, including, but not limited to, insurance or reinsurance contracts, in which case the other party may retain and use Confidential Information related to such an agreement in its possession solely for that purpose. In addition, , the other party shall be permitted to retain a copy of any Confidential Information for documentation or archival purposes pursuant to such party’s normal record retention policies or to comply with federal or state laws or regulations.  Any copies of Confidential Information that are retained pursuant to this paragraph shall remain confidential and subject to the terms of this Article regardless of the termination of this Agreement until destroyed in accordance with the normal record retention policies of the party.

The parties shall be permitted to share Confidential Information with applicable regulators, rating agencies, accountants, advisors, auditors, affiliates, retrocessionaires or otherwise as permitted by law (“Permitted Third Parties”) provided the Permitted Third Party agrees to maintain the confidentiality of such information and the disclosing party shall be liable for any disclosure by any Permitted Third Party as if the disclosure had been made by such party.

Each party agrees that (1) it will immediately notify the other party if it becomes aware of any unauthorized access to or collection, use, or disclosure of Confidential Information in its possession or in the possession of a third party (including, but not limited to, any Permitted Third Parties) to whom such party provided access (“Data Breach”) and (2) will cooperate in and, unless the result of the other party’s misconduct or gross negligence, be liable for the costs of any investigation or action the other party determines is reasonably necessary as the result of such Data Breach, and for any damages, expenses, liabilities incurred by such party arising from claims or actions by third parties resulting from such Data Breach. However, in no event will a party be liable for lost profits or any other type of incidental, punitive, or consequential damages The parties hereto further agree to comply with all applicable federal, state and local laws pertaining to breach of data security.

Each party has the right to verify the other party’s compliance with this Article by audit or inspection, upon at least thirty (30) days prior notice to the other party and during the other party’s normal working hours. Any costs related to such audit shall be the responsibility of the auditing party. Unless sufficient cause is shown, each party’s audit or inspection right is limited to once per calendar year.

REINSURANCE AMENDMENT (Amendment #12)

CEDING COMPANY:	PACIFIC LIFE INSURANCE COMPANY
	(hereafter referred to as the CEDING COMPANY)
REINSURER:	SCOR GLOBAL LIFE USA REINSURANCE COMPANY
	(hereafter referred to as the REINSURER)
EFFECTIVE:	As of the dates indicated in the table below

IT IS HEREBY MUTUALLY AGREED between the CEDING COMPANY and the REINSURER that the AGREEMENTS listed below, terminated or active, are amended as follows to clarify how the reinsurance benefits for an Accelerated Living Benefit Rider and its successor, the Terminal Illness Rider, are administered.

TREATY DESCRIPTION	TREATY EFFECTIVE DATE	CEDING COMPANY REFERENCE	REINSURER REFERENCE	AMENDMENT EFFECTIVE DATE
FACULTATIVE OBLIGATORY REINSURANCE AGREEMENT	1/1/95	CBM03	199501.23	1/1/95
AUTOMATIC AND FACULTATIVE YRT AGREEMENT	1/19/05	CBM04	200501.36	1/19/05
AUTOMATIC AND FACULTATIVE YRT AGREEMENT	8/28/06	CBM06	200608.2	8/28/06
AUTOMATIC AND FACULTATIVE COINSURANCE AGREEMENT	8/1/07	CBM08	200708.2	8/1/07
AUTOMATIC AND FACULTATIVE YRT AGREEMENT	12/1/08	CBM09	200812.2	12/1/08

Accelerated Living Benefit Rider / Terminal Illness Rider

There are no reinsurance premiums for the Accelerated Living Benefits Rider and its successor the Terminal Illness Rider (each individually and together known herein as the “ALBR/TIR”).

If a benefit for the ALBR/TIR is paid by the Ceding Company, the Reinsurer will reimburse the Ceding Company for its share of the ALBR/TIR benefit at the time of the payment upon receipt of notification from the Ceding Company that the payment has been made.  The net amount at risk (NAR) reinsured hereunder for the policy will be reduced at the same time as the reduction in the face amount of the policy due to payment by the Ceding Company of the ALBR/TIR benefit.

The reinsurance premium paid by the Ceding Company to the Reinsurer on a policy will be reduced upon payment of the ABR/TIR benefit on such policy due to the reduction in such policy’s face amount and NAR.

Upon the death of the insured, the reinsurance death benefit due the Ceding Company from the Reinsurer is the Reinsurer’s share of the reduced NAR, calculated at the date of death.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective on the amendment effective dates indicated above.

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Dan Komoroske	By:	/s/ Cheryl Tobin
	Dan Komoroske		Cheryl Tobin
	Assistant Vice President,		Vice President,
	Reinsurance		Assistant Secretary
			Legal
Date:	12/29/16		1/3/17
SCOR GLOBAL LIFE USA REINSURANCE COMPANY
By:	/s/ S. Dunn	By:	/s/ (Illegible)
Title:	SVP		AVP
Date:	12/21/16		12/21/16

AMENDMENT #13

(hereafter called the “AMENDMENT”)

Effective March 5, 2016

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CBM09

Reinsurer Reference:  200812.2

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

(hereafter called the “CEDING COMPANY”)

and

SCOR GLOBAL LIFE USA LIFE REINSURANCE COMPANY

Kansas City, Missouri

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective March 5, 2016 to reflect the parties’ agreement to reinsure the Ceding Company’s long term care rider issued with reinsured policies.  Article XVIII — Increasing Net Amount at Risk Policies and Riders is hereby revised and replaced to include the Long Term Care Rider as attached herein.  Coverage for the Long Term Care Rider will be payable at the rates attached as Exhibit C-5 herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective March 5, 2016:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Kathy Young	By:	/s/ Cheryl Tobin
	Kathy Young		Cheryl Tobin, Vice President
	Vice President		Assistant Secretary
	Risk Management		Legal
Date:	7/13/2017		7/13/17
SCOR GLOBAL LIFE USA REINSURANCE COMPANY
By:	/s/ S. Dunn	By:	/s/ (illegible)
Date:	7/7/17		7/11/17

Article XVIII

Increasing Net Amount at Risk Policies and Riders

I.Business Reinsured on an Automatic Basis

Whenever the death benefit and/or the net amount at risk (NAR) on a policy will be increased at future date(s) and these increasing risks will be automatically reinsured under this Agreement, they will be handled as shown below.  The Ceding Company will use the highest amount projected in all future years to determine whether these policies comply with the binding and jumbo limits shown in Exhibit D.  The Ceding Company also underwrites at issue based on the highest amount.  The projected highest amount in all years will also be used to determine the Ceding Company’s retention at issue and the percentage of future changes in NAR as they occur.  As long as the Ceding Company follows the procedures as outlined, the Reinsurer will assume its prorata share of all NAR changes as they occur.  In no case will the reinsured automatic portion exceed the automatic binding limits.  Automatic binding limits are applied by the Ceding Company to the life, not just to a specific policy.

A.“VART” (Variable Annual Renewable Term rider)

9.VART is a rider with scheduled coverage amounts that can vary annually.  The coverage amounts are scheduled at issue and taken from the illustration at the time the policy is issued.

10.The Ceding Company will report the highest VART amount in all years as the VART total coverage face amount.  Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A.  The face amount ceded will be the Reinsurer’s portion of the highest VART amount based on the Reinsurer’s automatic pool participation percentage.

11.The Ceding Company will report the current net amount at risk as the NAR amount for VART riders.  Premium paid the Reinsurer for VART riders is calculated and paid on the current ceded NAR amount.

12.Death benefits payable will be based upon current NAR.

B.Death Benefit Option C (Face Amount Plus Accumulated Premiums Paid Minus Withdrawals)

9.Death Benefit Option C is underwritten and reported as the base coverage face amount plus the total projected premium to be paid in all future years, but not including the projected withdrawals, taken from the illustration at the time the policy is issued.

10.The Ceding Company will report the total projected Option C death benefit.  Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A.  The death benefit amount ceded will be the Reinsurer’s portion of the total face amount based on the Reinsurer’s automatic pool participation percentage.

11.The Ceding Company will report the current net amount at risk as the NAR amount for coverages with Option C.  Premium paid the Reinsurer for Option C coverages is calculated and paid on the current ceded NAR amount.  The actual NAR reflects the face amount plus premiums paid, less withdrawals made, less the actual account value.

12.Actual death benefit (used to calculate NAR and death benefit payable) will be calculated using the face amount, plus the actual premium paid, less actual withdrawals.  The Reinsurer’s ultimate potential liability will be no greater than the original projected liability as defined in item 1 above.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

C.Death Benefit Option D (Up to Two Times the Initial Face Amount)

9.Death Benefit Option D (which is a special case of VART) is underwritten and reported as two times the Initial Face Amount for all coverages issued with the policy.

10.The Ceding Company will report the ultimate doubled face amount for all Option D coverages issued with the policy.  Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A.  The face amount ceded will be the Reinsurer’s portion of the total face amount based on the Reinsurer’s automatic pool participation percentage.

11.The Ceding Company will report the current net amount at risk as the NAR amount for policies with Option D.  Premium paid the Reinsurer for policies with Option D is calculated and paid on the current ceded NAR amount.

12.Death benefits payable will be based upon current NAR.

G.SIR (Scheduled Increase Rider)

11.SIR is a rider that can have up to a maximum of 10 annual increases which are scheduled at issue.  The percentage must be the same for each increase, and the increases must be completed within 10 years.

12.The Ceding Company will report the highest SIR amount in all years as the total coverage face amount.  Coverage is ceded on an excess of retention basis, with the Ceding Company retaining the amounts shown in Exhibit A.  The face amount ceded will be the Reinsurer’s portion of the highest SIR amount based on the Reinsurer’s automatic pool participation percentage.

13.The Ceding Company will report the current net amount at risk as the NAR amount for SIR riders.  The reinsured current NAR amount for the SIR rider as well as the reinsured current NAR amount for the base policy will be a reinsurance premium based on point-in-scale base reinsurance rates.

14.Death benefits payable will be based upon current NAR.

15.The SIR rider is not allowed on a policy with either the Flexible Duration No Lapse Guarantee rider or the VART rider.

H.Chronic Illness (CI) Accelerated Death Benefit Rider

6.CI is a rider, available for issue ages 20-75, that allows the policyowner to accelerate the death benefit if the insured becomes chronically ill.  To qualify for the benefits of the Pacific Life CI rider, the chronic illness will have to be expected to be permanent.

7.The maximum benefit payout (in lump sum, or 12 monthly payments) will be the lesser of :

a.24% of the death benefit amount on date of initial claim request times the reduction factor;

b.125% of the annual Per Diem limit declared by the IRS;

c.Current death benefit less any scheduled face increases after initial claim request times the reduction factor; or

d.$1,500,000 less any accelerated benefits paid to date times the reduction factor.

8.The maximum accelerated death benefit is $1,500,000.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

9.The policyowner does not have to take the maximum election at initial claim time; they can take another election each year after the qualifying event.  However, a new certification that the insured is chronically ill will be required for each policy year in which a benefit payment is requested.

10.The total death benefit available will be reduced by the maximum accelerated death benefit limit available for chronic illness.  For example, if someone has an $8,000,000 death benefit and accelerates the maximum accelerated death benefit ($1,500,000) due to chronic illness, the insured still has a $6,500,000 death benefit remaining.  The less that is accelerated; the more death benefit will remain.

I.Accelerated Death Benefit Rider for Long-Term Care

1.The Premier LTC (PLTC) Rider is an Accelerated Death Benefit Rider for Long-Term Care which allows a policy owner to accelerate payment of a portion of the policy death benefit if the insured is certified as a Chronically Ill Individual by a licensed health care practitioner. The maximum issue age is 75, and the minimum issue age is 18 or 20, depending on the underlying product.

2.To be defined as a Chronically Ill Individual, the insured must be certified by a Licensed Health care Practitioner as a) Being unable to perform (without Substantial Assistance from another individual) at least two Activities of Daily Living for a period of at least 90 days due to a loss of functional capacity; or b) Requiring Substantial Supervision to protect the individual from threats to health and safety due to Severe Cognitive Impairment.  There is no permanence requirement and re-certification is required every 12 months.

3.The maximum LTC Coverage Amount is the lesser of the Policy Total Face Amount or:

a.$3,000,000 if the 2% Maximum Monthly Percentage is elected

b.$1,500,000 (issue age <65) and $750,000 (issue age 65 or older) if the 4% Maximum Monthly Percentage is elected

4.This rider must be requested at policy issue and is not available to in-force policies at this time. Rider is not available if the policy was issued under the terms of a conversion from another product, unless this rider was included with the original policy.

5.LTC Coverage amount is maintained separate from the Policy Death Benefit.

6.Increases to the Policy Face Amount will not increase the LTC Coverage Amount

7.Decreases to the Policy Face Amount (except from a WD) will not decrease the LTC Coverage Amount except to assure the LTC Coverage Amount is at all times no greater than the Total Face Amount (or if DB Option C is in effect, the Option C Amount, if less). Option C Amount is the DB under Option C, without regard to MDB.

8.Withdrawals will always reduce the LTC Coverage, even if there is no reduction to the Policy Face Amount.

9.Unlike Premier Living Benefits Rider (PLBR), there is a monthly charge for this rider.

10.The PLTC NAR is maintained separately from the base policy NAR and PLTC premiums are calculated using the PLTC NAR.

11.PLTC charges are waived while on PLTC claim but other charges are still applicable.

12.PLTC claims reimbursement will be based on the PLTC NAR.

13.Substandard Table Rating limited A-E and flat extras are limited to $7.50 per 1,000 (annual).

II.Business Reinsured on a Facultative Basis

5.For policies with an increasing death benefit or net amount at risk which will be reinsured on a Facultative basis, the Ceding Company has the responsibility to clearly identify the highest projected death benefit as the face amount to be reinsured at the time a request for coverage is made so that the Reinsurer’s underwriters are aware of the highest projected death benefit amount.  The highest net amount at risk reinsured can never exceed the amount of the Reinsurer’s offer.  Year to year changes in risk will be shared proportionately, determined by the amount of retention relative to the amount of reinsurance, unless specified otherwise.

6.The Ceding Company may ultimately retain up to double the normal retention or higher with appropriate internal approval.

Article XVIII

Increasing Net Amount at Risk Policies and Riders, continued

III.Net Amount at Risk and Face Amount Changes

The net amount at risk retained and ceded change proportionally as the policy NAR changes.  The face amount retained and ceded increases or decreases proportionally as the face amount of the coverage changes.

The Ceding Company and the Reinsurer will share proportionately in face amount increases due to compliance with the requirements of Section 7702 of the Code.

AMENDMENT #14

(hereafter called the “AMENDMENT”)

Effective June 1, 2017

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CBM09

Reinsurer Reference:  200812.2

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

(hereafter called the “CEDING COMPANY”)

and

SCOR GLOBAL LIFE USA LIFE REINSURANCE COMPANY

Wilmington, Delaware

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective June 1, 2017 to revise and replace Exhibit H — International Risk Guidelines in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective June 1, 2017:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Kimberly Annon	By:	/s/ Cheryl Tobin
	Kimberly Annon		Cheryl Tobin, Vice President
	Assistant Vice President		Assistant Secretary
	Reinsurance		Legal
Date:	11/29/17		11/28/17
SCOR GLOBAL LIFE USA REINSURANCE COMPANY
By:	/s/ S Dunn	By:	/s/ (illegible)
Date:	11/13/17		11/13/17

AMENDMENT #15

(hereafter called the “AMENDMENT”)

Effective September 25, 2017

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CBM09

Reinsurer Reference:  200812.2

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

(hereafter called the “CEDING COMPANY”)

and

SCOR GLOBAL LIFE USA LIFE REINSURANCE COMPANY

Wilmington, Delaware

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective September 25, 2017 to revise and replace Article XI — Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term, Reduced Paid-Up Insurance and Policy Split Options in its entirety as attached herein.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective September 25, 2017:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Kimberly Annon	By:	/s/ Cheryl Tobin
	Kimberly Annon		Cheryl Tobin, Vice President
	Assistant Vice President		Assistant Secretary
	Life Reinsurance		Legal
Date:			10/23/17
SCOR GLOBAL LIFE USA REINSURANCE COMPANY
By:	/s/ S Dunn	By:	/s/ (illegible)
Date:	10/5/17		10/5/17

Article XI

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options

A.Policy Changes

“Policy changes” refers to the variety of actions that may be made to a policy after issue.  These actions include, but are not limited to, replacements, changes in plans or a change in the face amount of the policy.  If there is a change to the reinsurance on a reinsured policy, the CEDING COMPANY will inform the REINSURER in the subsequent Changes and Terminations Report specified in Exhibit E.

Except as provided in this Article, whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines do not require that full evidence of insurability be obtained, the reinsurance will remain in effect with the REINSURER whether the change is made before or after any cancellation of this AGREEMENT for new business.  The duration will be measured from the effective date of the original reinsured policy.  The reinsurance rates will continue point-in-scale.

Whenever a reinsured policy is changed and the CEDING COMPANY’s underwriting guidelines require that full evidence of insurability be obtained, any increase or policy reissue that requires full evidence will be treated as new business and will be reinsured under the terms of the pool in place at the time for new business.

Policy changes to reinsured policies will be subject to the REINSURER’s prior written approval, if:

a)The new ultimate face amount of the policy would be in excess of the Automatic Binding Limits in effect at the time of the change, as set out in Exhibit D; or

b)The new ultimate face amount of the policy and the amount already in force in all companies on the same life exceeds the Jumbo Limits stated in Exhibit D; or

c)The policy was reinsured on a facultative basis; or

d)First year premium rates and allowances (if applicable) as specified in Exhibit C will apply to the amount underwritten for a non-contractual increase; or

e)Evidence of insurability is not obtained if required in the CEDING COMPANY’s underwriting guidelines.

B.Lapses

When a policy issued by the CEDING COMPANY lapses, the corresponding reinsurance on the reinsured policy will be terminated effective the same date.  Unless specified otherwise in this AGREEMENT, if a policy fully retained by the CEDING COMPANY lapses, the terms of Article X will apply.

If a policy issued by the CEDING COMPANY lapses and extended term insurance is elected under the terms of that policy, the corresponding reinsurance on the reinsured policy will continue on the same basis as the original reinsured policy until the expiry of the extended term period.

If a policy issued by the CEDING COMPANY lapses and reduced paid-up insurance is elected under the terms of that policy, the amount of the corresponding reinsurance on the reinsured policy will be reduced according to the terms of Article X.

If the CEDING COMPANY allows the policy to remain in force under its automatic premium loan regulations, the corresponding reinsurance on the reinsured policy will continue unchanged and in force as long as such regulations remain in effect, except as otherwise provided in this AGREEMENT.

C.Reinstatements

Any policy originally reinsured in accordance with the terms and conditions of this AGREEMENT by the CEDING COMPANY may be automatically reinstated with the REINSURER as long as the policy is reinstated in accordance with the terms and rules of the CEDING COMPANY.  The CEDING COMPANY shall notify the REINSURER in advance of making any material changes to its reinstatement terms and rules.  Any policy originally reinsured with the REINSURER on a facultative basis which has been in a lapsed status for more than ninety (90) days must be submitted with underwriting requirements and approved by the REINSURER before it is reinstated.  The CEDING COMPANY will pay the REINSURER its share of amounts collected or charged for the reinstatement of such policies.

Article XI

Policy Changes, Lapses, Reinstatements, Exchanges, Extended Term,

Reduced Paid-Up Insurance and Policy Split Options, continued

D.Exchanges (Contractual and Non-Contractual)

Exchanges will be reinsured under this AGREEMENT only if the original policy was reinsured with the REINSURER; the amount of reinsurance under this AGREEMENT will not exceed the amount of the reinsurance on the original policy with the REINSURER immediately prior to the exchange.  Premiums will be determined as follows:

1.If any business covered under this AGREEMENT is subsequently exchanged to any other plan reinsured by the REINSURER, then such business shall be reinsured at the rates as shown in the AGREEMENT covering the new plan.  Rates and allowances or pay percentages applicable to the new plan will be determined at point in scale based on the original policy that is being exchanged.  If the AGREEMENT including the new rates requires policy fees, then they shall also apply to the new plan.

2.If any business covered under this AGREEMENT is subsequently exchanged to a plan not reinsured by the REINSURER, then such business shall continue to be reinsured as if the exchange did not occur, provided that no new health evidence is obtained.

3.A policy resulting from an internal exchange or replacement will be underwritten by the CEDING COMPANY in accordance with its underwriting guidelines, standards and procedures for exchanges and replacements, subject to applicable state laws and regulations regarding suicide exclusions and contestability periods.  If the CEDING COMPANY’s guidelines treat the policy as new business, then the reinsurance will also be considered new business.  For purposes of this Article, new business is defined as those policies on which the CEDING COMPANY has obtained complete and current underwriting evidence on the full amount.

4.Regardless of the foregoing, the following types of exchanges will not be reinsured under this Agreement: single life plans into joint last survivor plan, or either single or joint last survivor permanent plans into a term plan.

E.Extended Term and Reduced Paid-Up Insurance

Changes as a result of extended term or reduced paid-up insurance will be handled like reductions.

F.Policy Split Option Riders

Split Option Rider (R94-PSO and R03-PSO):  This rider provides owners of a joint life policy the option to split the policy into single life policies.  The split requires underwriting approval and is subject to full evidence of insurability.  The split may be unequal, but the sum of the face amounts of the new policies may not exceed the total face amount of the original joint life policy.  The resulting single life policies will be treated like new business, ceded in accordance with and subject to the provisions for new business under this AGREEMENT. The CEDING COMPANY pays no reinsurance premium for the rider itself.  Regular new business reinsurance premium will apply to the split policy.

Enhanced Policy Split Option Rider (R94-EPSO, R96-EPSO and R03-ESO):  This rider provides owners of a JLS policy the option to split the policy into single life policies.  Evidence of insurability is not required, but the split may be exercised only within 90 days following a change in the Federal Estate Tax Law, as defined in the rider policy form.  The face amount of each new policy cannot exceed 50% of the original joint life policy.

Enhanced Policy Split Option Rider (R17-ESO):  This rider provides owners of a JLS policy the option to split the policy into single life policies.  Evidence of insurability is not required, but the split may be exercised within 365 days following an Exchange Event, as defined in the rider policy form.  The face amount of each new policy will be an amount up to one-half of the policy’s current eligible coverage.

For the Enhanced Policy Split Option Riders described above, the premium on the new policy will be determined as outlined in paragraph D above for contractual exchanges.

NOTE:An original date policy Reissue will not be treated as a continuation of the original policy.  It will be treated as a new policy and the original policy will be treated as Not Taken.  All premiums previously paid to the REINSURER for the original policy will be refunded to the CEDING COMPANY.  All premiums will be due on the new policy from the original issue date of the old policy.

NOTE:Re-entry, e.g., wholesale replacement and similar programs are not covered under this Article.  If Re-entry is applicable to this treaty, then it will be covered under the Premiums Exhibit.

AMENDMENT #16

(hereafter called the “AMENDMENT”)

Effective April 9, 2012

to the

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM AGREEMENT

(hereafter called the “AGREEMENT”)

Originally Effective December 1, 2008

Ceding Company Reference:  CBM09

Reinsurer Reference:  200812.2

between

PACIFIC LIFE INSURANCE COMPANY

Omaha, Nebraska

(hereafter called the “CEDING COMPANY”)

and

SCOR GLOBAL LIFE USA LIFE REINSURANCE COMPANY

Wilmington, Delaware

(hereinafter called the REINSURER)

IT IS HEREBY MUTUALLY AGREED that the AGREEMENT is amended effective April 9, 2012 to update the Issue Age ranges for the risk classes reflected in Exhibit C.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF THE PARTIES HERETO have by their respective officers executed this AMENDMENT in duplicate on the dates below to be effective April 9, 2012:

PACIFIC LIFE INSURANCE COMPANY

By:	/s/ Kimberly Annon	By:	/s/ Cheryl Tobin
	Kimberly Annon		Cheryl Tobin, Vice President
	Assistant Vice President		Assistant Secretary
	Life Reinsurance		Legal
Date:	12/17/18		12/26/18
SCOR GLOBAL LIFE USA REINSURANCE COMPANY
By:	/s/ (illegible)	By:	/s/ (illegible)
Date:	12/11/18		12-11-18