This FIRST AMENDMENT TO AMENDED AND RESTATED COINSURANCE AND ASSUMPTION AGREEMENT (this “Amendment”), effective as of September 1, 2020 (the “Amendment Effective Date”), is made by and between ATHENE LIFE INSURANCE COMPANY OF NEW YORK, an insurance company organized under the laws of the State of New York (the “Company”), and FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY, an insurance company organized under the laws of the State of Massachusetts (the “Reinsurer”).

WITNESSETH:

WHEREAS, the Company and the Reinsurer are parties to that certain Amended and Restated Coinsurance and Assumption Agreement, dated as of July 31, 2015 (the “Reinsurance Agreement”);

WHEREAS, pursuant to Section 15.13 of the Reinsurance Agreement, the Reinsurance Agreement may be amended by a written instrument duly executed by the proper officers of both parties to the Reinsurance Agreement.

1.    Definitions. Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Reinsurance Agreement.

2.    Amendment. On and after the Amendment Effective Date, the Reinsurance Agreement is hereby amended and modified as follows:

(a)    Section 1.1 of the Reinsurance Agreement is hereby amended by deleting the definition of “Portfolio Yield” in Section 1.1 therefrom;

(b)    Section 2.13 of the Reinsurance Agreement is hereby amended and replaced in its entirety with “Reserved”; and

(c)    Annex G of the Reinsurance Agreement is hereby amended and replaced in its entirety with the form attached hereto as Exhibit A.

3.     Miscellaneous.

(a)    Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Reinsurance Agreement shall remain in full force and effect in accordance with their respective terms and are hereby ratified or confirmed. This Amendment shall not constitute an amendment or waiver of any provision of the Reinsurance Agreement except as expressly set forth herein. Upon the execution and delivery hereof, the Reinsurance Agreement shall thereupon be deemed to be amended and supplemented as hereinabove set forth as fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Reinsurance Agreement, and this Amendment and the Reinsurance Agreement shall henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Reinsurance Agreement. As used in the Reinsurance Agreement, the terms “this Agreement,” “herein,” “hereinafter,” “hereto,” and words of similar import shall mean and refer to, from and after the Amendment Effective Date, unless the context requires otherwise, the Reinsurance Agreement as amended by this Amendment.

(b)     Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an electronic copy of an executed counterpart of a signature page to this Amendment by email or facsimile shall be as effective as delivery of a manually executed counterpart of this Amendment.

By:        /s/ Blaine T. Doerrfeld            

Title:        SVP & Senior Counsel, Secretary        

Date:        August 27, 2020                

By:        /s/ Jonathan Hecht            

Title:        Managing Director            

Date:        August 27, 2020                

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

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

F    Net Policy Cash Flows (A - B + C + D - E)    

x Quota Share    100%

G    Reinsurer Share of Net Policy Cash Flows    

MM/DD/YYYY    __________________

    

I    Policy Cash Flows due to/(from) Reinsurer (G - H)    $    ___________________    

Section 3: Policy Expenses owed from Reinsurer     Premiums Received        

x 18%         180%

Section 4: Monthly Net Settlement Amount owed to/(from) Reinsurer    

K Policy Cash Flows / Policy Expenses Settlement Amount (I + J)    

    

Section 5: Net Settlement Amount due to/(from) Reinsurer    

N    Hedge proceeds less hedge costs1    

________________    

P    Change in EI hedge balance (ending - beginning)    

        

R    Receivables / Payables on third party reinsurance ceded at inception due to / (from) reinsurer        

S    Net settlement due to / (from) after third party reinsurance receiveble / payable    

$ _____________