appendix a master agreement by and among prudential select life insurance company of america *, wilton reinsurance bermuda limited, annuity and life reassurance america, inc., and annuity and life reassurance, ltd. august 10, 2005 * to be renamed wilton reassurance company. not affiliated with the prudential insurance company of america. a - 1 master agreement this master agreement ( “ agreement ” ), dated as of august 10, 2005, is entered into by and among prudential select life insurance company of america, a minnesota insurance company ( to be renamed wilton reassurance company ) ( “ wilton america ” ), wilton reinsurance bermuda limited, a bermuda insurance company ( “ wilton bermuda ” and, together with wilton america, the “ retrocessionaires ” ), annuity and life reassurance america, inc., a connecticut insurance company ( “ alr america ” ), and annuity and life reassurance, ltd., a bermuda insurance company ( “ alr bermuda, ” and, with alr america, each a “ company ” and together the “ companies ” ). whereas, the companies are the reinsurers or retrocessionaires under the treaties ( as defined herein ) ; and whereas, the companies desire to transfer, assign, cede and retrocede, as the case may be, their contractual rights, interests, liabilities, obligations and risks under the treaties and the ancillary agreements ( as defined herein ) to the retrocessionaires, and the retrocessionaires desire to purchase, acquire, assume and reinsure such contractual rights, interests, liabilities, obligations and risks pursuant to the terms of the coinsurance agreements ( as defined herein ) and to seek novations of the treaties to the retrocessionaires on the terms stated herein ; and whereas, the retrocessionaires wish for the companies to provide certain administrative and support services with respect to the treaties for a period of time and, thereafter, the retrocessionaires shall undertake and assume full responsibility for such administrative and support services pursuant to the provisions of the coinsurance agreements ; and whereas, in connection with any approvals that the companies or their affiliates must obtain from their respective security holders in connection with the transactions contemplated by this agreement, the retrocessionaires and certain significant shareholders of alr holdings ( as defined herein ) have entered into certain