By and Between

1
Execution Copy

INDEMNITY REINSURANCE AGREEMENT

By and Between

XXXX XXXXX LIFE INSURANCE COMPANY

and

SUNAMERICA LIFE INSURANCE COMPANY

Dated as of March 31, 1997
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TABLE OF CONTENTS

Page

ARTICLE 1 - REINSURANCE COVERAGE....................................................................... 4
Section 1.1. Annuity Contracts........................................................ 4
Section 1.2. Additional Policies...................................................... 4
Section 1.3. Coverage................................................................. 5
Section 1.4. Effectiveness............................................................ 5
Section 1.5. Duration................................................................. 5

ARTICLE 2 - PAYMENTS BY REINSURED...................................................................... 6
Section 2.1. Initial Reinsurance Premium.............................................. 6
Section 2.2. Reinsurance Premiums..................................................... 6
Section 2.3. Policy Loan Payments..................................................... 6

ARTICLE 3 - PAYMENTS BY REINSURER...................................................................... 7
Section 3.1. Initial Policy Expense Allowance
and Other Payments....................................................... 7
Section 3.2. Policy and Administrative Services....................................... 7
Section 3.3. Benefits and Other Payments.............................................. 8
Section 3.4. Premium Taxes............................................................ 8

ARTICLE 4 - SETTLEMENT AND OFFSET...................................................................... 9
Section 4.1. Settlement............................................................... 9
Section 4.2. Offset................................................................... 9

ARTICLE 5 - TERMS OF REINSURANCE....................................................................... 10
Section 5.1. Administration of Policies............................................... 10
Section 5.2. Reports.................................................................. 10
Section 5.3. Tax Treatment............................................................ 11
Section 5.4. DAC Tax Reimbursement.................................................... 11
Section 5.5. Reserves................................................................. 13
Section 5.6. Crediting Rates.......................................................... 14
Section 5.7. Third Party Reinsurance.................................................. 15

ARTICLE 6 - ERRORS..................................................................................... 16

ARTICLE 7 - INSPECTION
Section 7.1. Books and Records........................................................ 16

ARTICLE 8 - INSOLVENCY................................................................................. 18

ARTICLE 9 - TRUST...................................................................................... 20
Section 9.1. Maintenance of Trust..................................................... 20
Section 9.2. Endorsement of Trust Assets.............................................. 23
Section 9.3. Investment of Trust Assets............................................... 23
Section 9.4. Fees..................................................................... 24
Section 9.5. Withdrawal By Reinsured.................................................. 24
Section 9.6. Withdrawal by Reinsurer.................................................. 25

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Page

Section 9.7. Return................................................................... 25
Section 9.8. Interest................................................................. 25
Section 9.9. Termination of Trust Account............................................. 25

ARTICLE 10 - DURATION; TERMINATION..................................................................... 25
Section 10.1. Duration................................................................. 25
Section 10.2. Termination.............................................................. 26

ARTICLE 11 - MISCELLANEOUS............................................................................. 26
Section 11.1. Notices.................................................................. 26
Section 11.2. Integration.............................................................. 28
Section 11.3. Amendments............................................................... 29
Section 11.4. Waivers.................................................................. 30
Section 11.5. Governing Law............................................................ 30
Section 11.6. Arbitration.............................................................. 31
Section 11.7. Binding Effect; Assignment; Third
Party Beneficiaries...................................................... 33
Section 11.8. Severability............................................................. 34
Section 11.9. Headings................................................................. 34
Section 11.10. Counterparts............................................................. 35
Section 11.11. Errors and Omissions..................................................... 35

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SCHEDULES:

1.2 - Additional Annuity Product Forms
1.3 - Endorsement
5.3 - Section 1.848-2(g)(8) Election
9.1(b) - Method of Calculation

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INDEMNITY REINSURANCE AGREEMENT

INDEMNITY REINSURANCE AGREEMENT (the "Agreement") dated as of
March 31, 1997 by and between Xxxx Xxxxx Life Insurance Company, a Minnesota
corporation (collectively with its permitted successors and assigns
"Reinsured"), and SunAmerica Life Insurance Company, an Arizona corporation
("Reinsurer").

WITNESSETH:

WHEREAS, Reinsured is engaged in, among other businesses, the
business of selling, issuing and administering annuity policies and related
activities in the United States other than the State of New York (the "Annuity
Business");

WHEREAS, Reinsurer is engaged, among other businesses, in the
business of selling, issuing and administering annuity policies and related
activities in certain states of the United States;

WHEREAS, Reinsured and Reinsurer are parties to an Asset
Purchase and Sale Agreement dated as of November 29, 1996, as amended by
Amendment No. 1 dated as of March 31, 1997, and as may subsequently be amended
from time to time (as amended, the "Asset Purchase Agreement"), which provides
for the transfer to Reinsurer of certain assets used or held for use in the
Annuity Business (all capitalized terms used herein and not otherwise defined
shall have the meanings ascribed
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thereto in the Asset Purchase Agreement, except that for purposes of the terms
"Insurance Liabilities," "Other Liabilities," "Excluded Liabilities," and "Extra
Contractual Liabilities," the words "Annuity Contracts" shall be replaced with
the term "Policies");

WHEREAS, the Asset Purchase Agreement contemplates that
Reinsurer will reinsure the Insurance Liabilities and Other Liabilities arising
under the Annuity Contracts and Additional Policies (as defined below) on a
coinsurance basis under the terms and conditions set forth herein until the
direct assumption by Reinsurer of the Insurance Liabilities and Other
Liabilities under the Annuity Contracts and Additional Policies (other than
those Annuity Contracts and Additional Policies reinsured under the RSL
Agreements, which Annuity Contracts and Additional Policies shall not be assumed
by Novation by Reinsurer but shall only by ceded to Reinsurer on a coinsurance
basis) (the "Policies") on a novation basis as provided in an Assumption
Reinsurance Agreement between Reinsured and Reinsurer dated concurrently
herewith (the "Assumption Reinsurance Agreement");

WHEREAS, Reinsured desires that after the termination of the
Transition Services Agreement, defined herein, Reinsurer, as agent for
Reinsured, perform all administrative functions on behalf of Reinsured with
respect to the Policies, and Reinsurer has agreed to provide such

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services pursuant to the terms of an administrative services agreement being
entered into concurrently herewith by and between Reinsured and Reinsurer (the
"Administrative Services Agreement"). Reinsured shall perform the administrative
services for the Initial Policies insured hereunder pursuant to the terms of a
Transition Services Agreement being entered into concurrently herewith by and
between Reinsured and Reinsurer (the "Transition Services Agreement").

WHEREAS, concurrently herewith Reinsured, Reinsurer and
Bankers Trust Company, are entering into a trust agreement (the "Trust
Agreement") with respect to certain assets related to the obligations being
reinsured hereunder; and

WHEREAS, it is a condition to the obligations of the parties
under the Asset Purchase Agreement that Reinsured and Reinsurer enter into this
Agreement.

NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein and in the Asset Purchase
Agreement, and other good, valuable and sufficient consideration, the receipt
and sufficiency of which are hereby acknowledged, Reinsurer and Reinsured
(collectively, the "Parties" and, sometimes individually a "Party"), intending
to be legally bound, hereby agree as follows:

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ARTICLE 1 - REINSURANCE COVERAGE

Section 1.1. Annuity Contracts. The Annuity Contracts are hereby
reinsured by Reinsurer on the terms set forth herein.

Section 1.2. Additional Policies. The annuity policies issued by the
Reinsured (i) which become effective after the Ledger Cut-Off Date, which shall
be defined as the 21st of the month in which the Effective Date (as defined
below) occurs or the previous Business Day if the 21st is not a Business Day,
but on or prior to the Effective Date, or (ii) through the services of Reinsured
under the Transition Services Agreement which become effective after the
Effective Date and which, in either case, are written on forms of the Annuity
Contracts identified on Schedule 1.2 attached hereto (the "Additional Policies"
and, together with the Annuity Contracts, the "Policies") shall be reinsured
with the Reinsurer automatically on the terms set forth herein. To the extent
permitted by law, each Additional Policy issued after the Effective Date and
under the Transition Services Agreement shall be issued together with an
endorsement (substantially in the form attached hereto as Schedule 1.3)
providing for its automatic assumption by Reinsurer under the Assumption
Reinsurance Agreement upon receipt by Reinsurer of policy form approval from the
applicable regulatory body or bodies for an annuity contract form substantially
similar to the form of

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such Additional Policy. In the event such an endorsement is not permitted by
law, or has not been approved prior to the issuance of an Additional Policy,
Reinsured shall obtain an acknowledgement by the insured of the intent of
Reinsured to cede such Policy, on an assumption basis, to Reinsurer.

Section 1.3. Coverage. The reinsurance under this Agreement shall cover
100% of the Insurance Liabilities and Other Liabilities, but shall not include
any other liabilities or obligations of any nature whatsoever, fixed or
contingent, known or unknown, and shall be subject to the terms and conditions
set forth herein. Without limiting the foregoing, the reinsurance under this
Agreement shall not include the Extra Contractual Obligations or the Excluded
Liabilities.

Section 1.4. Effectiveness. The effective date of this Agreement shall
be 11:59 p.m. on the Closing Date (the "Effective Date").

Section 1.5. Duration. The reinsurance under this Agreement with
respect to any Policy shall be maintained in force without reduction so long as
the liability of Reinsured under such Policy reinsured hereunder remains in
force without reduction; provided, however, that this Agreement shall terminate
as to each Policy on the respective effective date of the Novation of such
Policy (as contemplated by Section 2.4 of the Assumption Reinsurance Agreement).
To the extent Reinsurer is unable for any reason to assume by novation any

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Annuity Contract, Reinsurer shall continue to reinsure such Annuity Contract, on
an indemnity basis, in accordance with the terms and conditions of this
Agreement.

ARTICLE 2 - PAYMENTS BY REINSURED

Section 2.1. Initial Reinsurance Premium. Concurrently with the
delivery of this Agreement, Reinsured shall deliver to Reinsurer as an initial
reinsurance premium the assets which comprise the Reinsurance Premium, the book
value of which is equal to the Reserve Liabilities. The Reinsurance Premium
shall be determined pursuant to Section 1.2(a) of the Asset Purchase Agreement,
and as adjusted pursuant to Section 1.6(d) of the Asset Purchase Agreement.

Section 2.2. Reinsurance Premiums. As further consideration for the
indemnity reinsurance of the Insurance Liabilities and the assumption of the
Other Liabilities, Reinsurer shall be entitled to all premiums and other amounts
payable after the Ledger Cut-Off Date with respect to the Policies. Reinsurer
shall collect and retain such amounts as agent for Reinsured pursuant to the
Administrative Services Agreement. Reinsured shall pay to Reinsurer any such
amounts actually received by Reinsured.

Section 2.3. Policy Loan Payments. Reinsurer shall be entitled to the
policy loan repayments after the Ledger Cut- Off Date attributable to the
Policies, irrespective of whether

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such repayments are made in cash, take the form of a reduction in cash surrender
values or death benefits paid, or otherwise. In addition, Reinsurer shall be
entitled to the policy loan interest paid after the Ledger Cut-Off Date with
respect to the Policies, regardless of whether such policy loan interest is
collected in cash or by collateralization. Reinsurer shall collect and retain
such amounts as agent for Reinsured pursuant to the Administrative Services
Agreement. Reinsured shall pay to Reinsurer any such amounts actually collected
by Reinsured.

ARTICLE 3 - PAYMENTS BY REINSURER

Section 3.1. Initial Policy Expense Allowance and Other Payments.
Reinsurer shall pay Reinsured an initial policy expense allowance equal to the
Closing Date Ceding Commission determined pursuant to Section 1.3(a), of the
Asset Purchase Agreement, as adjusted pursuant to Sections 1.3(c) and 1.6(c) of
the Asset Purchase Agreement. In addition to the initial policy expense
allowance, Reinsurer shall pay Reinsured an amount in cash equal to the Accrued
and Unpaid Investment Income determined pursuant to Sections 1.3(a) and 1.3(b)
of the Asset Purchase Agreement.

Section 3.2. Policy and Administrative Services. Reinsurer shall
provide services under the Administrative Services Agreement.

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Section 3.3. Benefits and Other Payments. The Reinsurer shall reimburse
Reinsured for all Insurance Liabilities and Other Liabilities paid by Reinsured
after the Ledger Cut-Off Date with respect to the Policies.

Section 3.4. Premium Taxes. Reinsurer shall reimburse Reinsured for the
payment by Reinsured of all premium taxes that constitute Other Liabilities paid
by Reinsured on account of premiums and other considerations received by
Reinsured on the Policies, on the basis specified herein. For each calendar year
the Reinsurer shall reimburse such premium tax payments, with respect to each
state, on an annual basis, within 30 days after receipt of Reinsured's premium
tax return for such year and a billing for Reinsurer's share of such premium
taxes paid. Reinsurer's share shall be determined on the basis of each such
state's tax rate for Policy premiums multiplied by the premiums received in such
state during the annual period. The Reinsurer's share shall be reduced (but not
below zero) by any guaranty fund credits relating to guaranty fund contributions
paid to Reinsured pursuant to Section 2.2 of the Asset Purchase Agreement in
such year or years prior to such year. Any such guaranty credits utilized as a
reduction of the premium tax reimbursement will reduce any reimbursement to
Reinsurer under Section 2.2(e) of the Asset Purchase Agreement on a
dollar-for-dollar basis for credits actually utilized.

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ARTICLE 4 - SETTLEMENT AND OFFSET

Section 4.1. Settlement. All amounts due to be paid to either the
Reinsurer or the Reinsured or to be paid into or removed from the Trust Account
established pursuant to Article 9 hereof shall be determined on a net basis as
of the last day of the calendar month to which such payment is attributable. All
such amounts will be due and accrued as of such date. Payment shall be based
upon the report delivered by Reinsurer pursuant to Section 5.2 hereof. If, based
upon such report, it is determined that Reinsurer owes a payment to Reinsured or
the Trustee, such payment shall be made at the time such report is delivered to
Reinsured. If based upon such report it is determined that Reinsured owes a
payment to Reinsurer, such payment shall be made within 15 days after delivery
of such report. All such payments shall be made in cash. If based upon such
report it is determined that Reinsurer is entitled to remove Assets from the
Trust Account (as those terms are defined in the Trust Agreement), it may do so
in accordance with the terms of the Trust Agreement.

Section 4.2. Offset. Any debts or credits, matured or unmatured,
liquidated or unliquidated, regardless of when they arose or were incurred, in
favor of or against either Reinsured or Reinsurer with respect to this Agreement
are deemed mutual debts or credits, as the case may be, and shall be set off,
and only the balance shall be allowed or paid.

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ARTICLE 5 - TERMS OF REINSURANCE

Section 5.1. Administration of Policies. Pursuant to the Transition
Services Agreement, Reinsured shall be responsible for the administration and
service of the Policies reinsured hereunder. The parties acknowledge that
Reinsured has concurrently herewith delegated effective on the date of the
termination of the Transition Services Agreement such responsibilities to
Reinsurer pursuant to the Administrative Services Agreement, and the parties
each consent to such delegation.

Section 5.2. Reports. (a) For the duration of this Agreement, the
Reinsurer shall provide the Reinsured with a monthly accounting (the "Monthly
Accounting") relating to the Policies no later than ten (10) Business Days
following the end of each related calendar month. The Monthly Accounting shall
contain such information as is set forth in Schedule 1.5 of the Administrative
Services Agreement, including a statement of any income received in connection
with the Policies. Such Schedule 1.5 shall also include a statement of monthly
reserves for GAAP and SAP. The first Monthly Accounting shall be provided to the
Reinsured no later than forty-five (45) Business Days after the date hereof and
the final Monthly Accounting shall be provided to the Reinsured no later than
ten (10) Business Days after the termination of this Agreement.

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(b) For the duration of this Agreement, the Reinsurer shall
prepare quarterly statements of cash flow transaction data (within ten (10)
Business Days after the end of a calendar quarter) and annual financial
statement data (within thirty-five (35) calendar days after the end of the
fiscal year), for inclusion in Reinsured's applicable financial statements
(except for statements of cash flow testing and actuarial memorandum which shall
be delivered on or before March 1 of each calendar year).

Section 5.3. Tax Treatment. If the Policies include for U.S. federal
income tax purposes Specified Insurance Contracts pursuant to Section 848 of the
Internal Revenue Code of 1986, as amended, the Parties agree, with respect to
this Agreement, to make the election provided in Section 1.848- 2(g)(8) of the
regulations issued under Section 848. The specifics of this election are set
forth on Schedule 5.3 attached hereto.

Section 5.4. DAC Tax Reimbursement. In regards to the Policies
reinsured hereunder, Reinsurer shall calculate and pay to Reinsured annually:

[(a)-(b)]x[1+i(.73)]

where: "a" is equal to .95127% of the net consideration
(as defined under Treasury Regulation 1.848-2(f)
and adjusted as herein provided) (the "Net
Consideration") which arises under this Agreement
and is attributable to specified insurance
contracts that is included in the net premiums of
Reinsured. Such net consideration shall be
expressed as a positive amount. Reinsurer shall

16
deduct such net consideration from its net premiums, thereby expressing
such net consideration as a negative amount.

Note: .95127%=(35%)(1.75%)\(100%-35%-.6125%) where 35% is the highest corporate
federal income tax rate specified in Section 11 of the Code (the "Tax Rate"),
1.75% is the applicable percentage under Section 848 of the Code (the
"Applicable Percentage") for determining specified policy acquisition expenses,
and .6125% is (35%)(1.75%). The factors used in the above formula will be
modified in order to produce the same economic effect in the event there is a
future change in the Tax Rate, the Applicable Percentage or the definition of
net consideration.

"b" is equal to the sum of the following:

(i) 5% of "a" for the current calendar year

(ii) 10% of "a" for each of the 9 preceding
calendar years, plus

(iii) 5% of "a" for the 10th preceding calendar
year.

"i" is equal to the 5-year U.S. Treasury Xxxx rate
on December 31 of the year for which the
reimbursement relates. Such rate is expressed as a
decimal (e.g. 4% shall be expressed as .04)

For purposes of this Section 5.4, net consideration shall be determined
without regard to (i) the Initial Reinsurance Premium pursuant to Section 2.1
hereof, (ii) the Initial Policy Expense Allowance and other payments pursuant to
Section 3.1 hereof, (iii) the initial reinsurance of the Insurance Liabilities
and Other Liabilities by the Reinsurer under this Agreement, (iv) any deemed
transfer of assets from Reinsurer to Reinsured upon the termination or
conversion of any Policy to assumption reinsurance pursuant to the Assumption
Reinsurance Agreement, (v) the amount of premiums

17
or other consideration collected from Policyholders and transferred to Reinsurer
under Section 2.2 hereof, or deemed so transferred for purposes of determining
net consideration under this Section 5.4, and (vi) any DAC Tax Reimbursement.

In the event that the amount determined by the formula
[(a)-(b)]x[1+i(.73)] is negative, a payment of the absolute value of such amount
will be made by Reinsured to Reinsurer.

Payments for DAC Tax Reimbursement will continue to be made after
termination of this Agreement unless the parties agree to alternative settlement
at the time of termination.

It is understood and agreed that this method of determining DAC Tax
Reimbursement will be modified to produce the same economic effect in the event
that Section 848 of the Code is amended in the future or in the event that
regulations issued pursuant to Section 848 of the Code are amended.

The payment required to be made under this section shall be payable by
no later than ten (10) business days after May 15, the date by which information
concerning DAC Tax Reimbursement must be provided under Section 5.4.

Section 5.5. Reserves. With respect to the Policies, Reinsurer agrees
to establish and maintain as a net liability on its statutory statements a
reserve not less than the aggregate statutory reserves and claim reserves
calculated in a manner on a consistent basis with Reinsured's practices (which
calculation excludes any reserves for liabilities

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coinsured under any of the Reinsurance Agreements referred to in Section 5.7);
provided, however, that Reinsurer may make such changes therein as required by a
change in Law or rules, regulations and administrative practice of the
Department of Insurance of any state in which the Reinsurer does business
regarding the manner for calculating Statutory Reserves, or if required to
comply with Reinsurer's state of domicile or to comply with Reinsurer's current
practices (such reserves, the "Statutory Reserves"). In such event, Reinsurer
shall establish and maintain the Statutory Reserves in accordance with statutory
insurance accounting principles prescribed or permitted and in accordance with
sound actuarial principles. It is the purpose and intent of this section that
both Reinsurer and Reinsured shall cooperate with each other in complying with
any required change in methodology for computation of Statutory Reserves that
may be required by the insurance regulatory authorities for the states in which
Reinsured conducts its business. Except as and to the extent any such change may
be required by applicable law or Reinsurer's state of domicile Reinsurer shall
not make any changes to the basis or methodology of calculating the Statutory
Reserves with respect to the Policies without prior written notification to
Reinsured.

Section 5.6. Crediting Rates. Reinsured shall set crediting rates with
respect to Policies from and after the

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Effective Date as directed by Reinsurer. Reinsurer shall set comparable
crediting rates with respect to annuity policies not reinsured hereunder.
Reinsurer shall set rates permitted by the terms of the Policies and meeting the
requirements of applicable statutes and regulations.

Section 5.7. Third Party Reinsurance. As of the Effective Date, the
assignment and novation to Reinsurer of the reinsurance agreements and related
agreements between Reinsured and all third party reinsurers, as set forth on
Schedule 5.1 to the Assumption Reinsurance Agreement, related to the Annuity
Contracts naming Reinsurer as a direct party to each such agreement with respect
to the rights of the Reinsured and Insurance Liabilities and Other Liabilities
has been obtained. The collectability of reinsurance payable to Reinsurer under
such agreements shall be at the sole risk and for the account of Reinsurer. Any
payments by such third party reinsurers in respect of the Annuity Contracts with
respect to obligations accrued on or prior to the Ledger Cutoff Date, made by
Reinsured on or prior to the Ledger Cut-off Date and reinsured under such third
party reinsurance shall be for the account of Reinsured. This will include, but
not be limited to, claims, expense or other allowances and premium tax
reimbursements which relate to activity pertaining to periods before the
Effective Date.

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ARTICLE 6 - ERRORS

If either Reinsured or Reinsurer shall fail to perform an obligation
under this Agreement and such failure shall be the result of an error on the
part of Reinsured or Reinsurer, such error shall be corrected by restoring both
Reinsured and Reinsurer to the positions they would have occupied had such error
not occurred. For purposes of this Article 6, an "error" is a clerical mistake
made inadvertently and excludes error of judgment and all other forms of error.

ARTICLE 7 - INSPECTION

Section 7.1. Books and Records.

(a) Following the Effective Date, Reinsured shall (i) allow
Reinsurer, upon reasonable prior notice and during regular business hours,
through its employees and Representatives, at Reinsurer's expense the right to
examine and make copies of any books and records retained by Reinsured within
its possession or control ("control" for the purposes of this Section 7.1(a)
being defined as the ability to cause delivery to the Reinsured or access to the
Reinsurer) and furnish the Reinsurer with such financial and reporting data and
other information with respect to the Policies, as the Reinsurer may from time
to time reasonably request, to the extent they relate to the Policies, for any
reasonable business purpose, including, without limitation, the

21
preparation or examination of tax returns, regulatory filings and financial
statements and the conduct of any Action, whether pending or threatened,
concerning the Policies prior to the Effective Date at Reinsured's offices or
other facilities or properties and (ii) maintain such books and records for the
Reinsurer's examination and copying. Access to such books and records shall be
at the Reinsurer's expense, may not unreasonably interfere with Reinsured's or
any successor company's business operations and Reinsurer shall reimburse
Reinsured for all reasonable out-of-pocket expenses incurred by Reinsured in
copying such books and records. Reinsured shall retain such books and records
for a period of at least seven years (extended by a period equal to any
extension of the statute of limitations with respect to tax matters with respect
to which such books and records are necessary and of which Reinsurer shall
notify Reinsured), after which time such books and records shall be delivered to
Reinsurer. Reinsurer shall not copy or remove from Reinsured's premises the
accountant's work papers made available to Reinsurer and its representatives.

(b) Following the Effective Date, Reinsurer shall (i) allow Reinsured,
upon reasonable prior notice and during regular business hours, through its
employees and other Representatives, at Reinsured's expense to examine and make
copies of the books and records transferred to Reinsurer as of

22
the Effective Date for any reasonable business purpose, including, without
limitation, the preparation and examination of tax returns, regulatory filings
and financial statements and the conduct of any Action or the conduct of any
regulatory, contract holder, participant or other dispute resolution, whether
pending or threatened, at Reinsurer's offices or other facilities or properties
and (ii) maintain such books and records for Reinsured's examination and
copying. Access to such books and records shall be at Reinsured's expense and
may not unreasonably interfere with Reinsurer's or any successor company's
business operations and Reinsured shall reimburse Reinsurer for all reasonable
out-of-pocket expenses incurred by Reinsurer in copying such records. Reinsurer
shall retain any books and records for a period of at least seven years
(extended by a period equal to any extension of the statute of limitations with
respect to tax matters with respect to which such books and records are
necessary and of which Reinsured shall notify Reinsurer).

ARTICLE 8 - INSOLVENCY

(a) In the event of the insolvency of Reinsured and the
appointment of a conservator, liquidator or statutory successor of Reinsured,
reinsurance shall be payable immediately upon demand to such conservator,
liquidator or statutory successor, with reasonable provision for

23
verification before payment, on the basis of claims allowed against Reinsured by
any court of competent jurisdiction or by the conservator, liquidator or
statutory successor of Reinsured without diminution because of the insolvency of
Reinsured or because such conservator, liquidator or statutory successor has
failed to pay all or a portion of any claims.

(b) In the event of the insolvency of Reinsured, the
conservator, liquidator or statutory successor of Reinsured shall give Reinsurer
written notice of the pendency of a claim on a Policy within a reasonable time
after such claim is filed in the insolvency proceeding. During the pendency of
any such claim, Reinsurer may investigate such claim and interpose in the name
of Reinsured (or of its conservator, liquidator or statutory successor), but at
its own expense, in the proceeding where such claim is to be adjudicated, any
defense which Reinsurer may deem available to Reinsured or its conservator,
liquidator or statutory successor.

(c) The expense thus incurred by Reinsurer shall be
chargeable, subject to court approval, against Reinsured as part of the expense
of liquidation to the extent of a proportionate share of the benefit which may
accrue to Reinsured solely as a result of the defense undertaken by Reinsurer.

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ARTICLE 9 - TRUST

Section 9.1. Maintenance of Trust.

(a) On the Effective Date, Reinsurer and Reinsured shall enter
into the Trust Agreement and establish a Trust Account for the benefit of the
holders of the Policies and of Reinsured. At the end of each calendar month
ending before the second anniversary of the Effective Date, the Market Value (as
defined below) of Assets held in the Trust Account plus an amount equal to the
principal amount of the policy loans under the Policies, excluding the Withheld
Policy Loans (defined below) (together the "Asset Value") shall equal or exceed
80% of the Trust Statutory Reserves (as defined below). "Withheld Policy Loans"
shall mean those policy loans which (i) are held as funds withheld for Lincoln
National Reinsurance Company, Ltd. and are not Assets of the Trust Account or
(ii) have been transferred to Oxford Life Insurance Company ("Oxford") pursuant
to the Reinsurance Agreement by and between Xxxx Xxxxx Life Insurance Company
and Oxford dated January 1, 1989 to the extent such policy loans are assets of
Oxford. At the end of each calendar month subsequent to such two-year period,
the Asset Value of the Trust Account shall equal or exceed 100% of the Trust
Statutory Reserves; "Statutory Reserves" shall have the meaning set forth in
Section 5.5 hereof and Trust Statutory Reserves shall equal the Statutory
Reserves less the Statutory Reserves with

25
respect to Annuity Contracts and Additional Policies reinsured under the RSL
Agreements. Notwithstanding the foregoing, the Trust Statutory Reserves may be
reduced, on or after the first day of each month, by an amount equal to the
Statutory Reserves on any Policies with a Novation Date (as defined in Section
2.4 of the Assumption Reinsurance Agreement) as of that first day of such month.

(b) Reinsurer shall deliver to Reinsured within fifteen
business days after the end of each calendar month a listing of the assets held
in the Trust Account and the Market Value thereof calculated at the close of
business of such month. To the extent the Asset Value is less than the
percentage of Trust Statutory Reserves required pursuant to Section 9.1(a)
hereof as of the end of such calendar month, as evidenced by the reports
delivered pursuant to Section 5.2(a) hereof, Reinsurer shall promptly (and, in
any event, within three business days) deposit assets into the Trust Account so
that the Asset Value as of the end of such calendar month together with such
deposit is equal to at least the percentage of Trust Statutory Reserves required
pursuant to Section 9.1(a).

Reinsurer shall deliver to reinsured within fifteen days after
the end of each calendar month a listing of the assets held in the Trust Account
and the Market Value thereof calculated at the close of business of such month,
which

26
calculation methods are described in Schedule 9.1(b) hereof, as amended in
writing from time to time. "Market Value" means market value calculated in
accordance with the methodology utilized by Reinsurer from time to time in
connection with the preparation of its GAAP financial statements; provided,
however, that, with respect to mortgages, if any, Market Value shall mean the
GAAP book value balance of mortgage loans as provided on an aggregate basis by
each loan servicer.

(c) Reinsurer shall have the right to withdraw from the Trust Account
(i) an amount equal to the Accrued and Unpaid Investment Income calculated in
accordance with Section 1.3(b) of the Asset Purchase Agreement and (ii) any
amounts payable by it with respect to the adjustment to the Closing Date Ceding
Commission as provided in Section 1.3(d)(ii) of the Asset Purchase Agreement. As
of any date, Reinsurer may, in accordance with the procedures specified in the
Trust Agreement, withdraw assets from the Trust Account (1) to establish and
replenish the Controlled Disbursement Account established pursuant to the
Transition Services Agreement only to the extent required to make payment for
item (2) immediately following; (2) to pay death benefits, annuity benefits,
benefits paid pursuant to supplementary contracts, net surrender or partial
withdrawals or other benefits or payments or return of premiums on the Policies
(net of reinsurance payable by third party reinsurers as described in

27
Section 5.7 hereof); (3) to reflect the reduction of Statutory Reserves by
reason of the effectiveness of a Novation (as contemplated by Section 2.4 of the
Assumption Reinsurance Agreement) with respect to Policies. If, subsequent to
the second anniversary of the Effective Date, the Asset Value exceeds the
percentage of Trust Statutory Reserves required pursuant to Section 9.1(a)
hereof as of the end of such calendar month, Reinsurer shall be entitled to
withdraw assets from the Trust Account provided the Asset Value after taking
into account such withdrawal is at least equal to the percentage of Trust
Statutory Reserves required pursuant to Section 9.1(a) hereof as of the end of
such calendar month.

Section 9.2. Endorsement of Trust Assets. Prior to depositing assets
with the trustee, Reinsurer shall execute assignments or endorsements in blank
or transfer legal title to the trustee of all shares, obligations or any other
assets requiring assignments, in order that the trustee, may whenever necessary
negotiate any such assets without consent or signature from Reinsurer or any
other entity.

Section 9.3. Investment of Trust Assets. The Reinsurer shall be
responsible for the investment decisions as to the investment, reinvestment and
substitution of the Assets in the Trust Account. Reinsurer may, in its
discretion, leave the assets invested in the Trust Account in the manner as
first deposited in the Trust Account. Except as set forth in the

28
foregoing sentence, the Reinsurer may reinvest or substitute the Assets in the
Trust Account any time and from time to time, so long as (i) it does so in a
manner consistent with Reinsurer's investment policies for its own investment
portfolio, as such policies are in effect at the time investment instructions
are given, except that the percentage of assets representing mortgages or
mortgage-related assets may vary from the corresponding percentages of mortgages
or mortgage-related assets in the Reinsurer's own account and (ii) the fair
market value of substituted Assets, if any, shall not be less than the fair
market value of the Assets withdrawn.

Section 9.4. Fees. Except as provided in Section 6.4 of the Trust
Agreement, Reinsurer shall pay all trustee/custodial fees and expenses for the
Trust Account.

Section 9.5. Withdrawal By Reinsured. Notwithstanding any other
provision of this Agreement, Reinsured or any successor by operation of law of
Reinsured, including without limitation any liquidator, rehabilitator, receiver
or conservator of Reinsured, may draw upon such Trust Account in accordance with
the terms of the Trust Agreement, with such amounts drawn to be applied without
diminution because of the insolvency of Reinsured or Reinsurer to reimburse
Reinsured for all Insurance Liabilities and Other Liabilities paid by Reinsured
after the Ledger Cut-off Date with respect to the

24
29
Policies to the extent not paid by Reinsurer when due under the Policy or
applicable Laws.

Section 9.6. Withdrawal by Reinsurer. Reinsurer shall have the right to
withdraw Assets from the Trust Account in accordance with Section 9.1 hereof and
the terms of the Trust Agreement.

Section 9.7. Return. Reinsured agrees to return to Reinsurer any
amounts drawn on such Trust Account which are in excess of the actual amounts
required for the purposes of Section 9.5 above.

Section 9.8. Interest. Reinsured agrees to pay Reinsurer interest at
the one month London Interbank Offered Rate on the amounts returned pursuant to
Section 9.7 above.

Section 9.9. Termination of Trust Account. The Trust Account shall
terminate at any time that the Trust Statutory Reserves as shown on any
quarterly statutory report are less than $75 million. In accordance with the
requirements of the Trust Agreement, Reinsurer shall sign a termination
certificate and shall deliver such certificate to the Trustee.

ARTICLE 10 - DURATION; TERMINATION

Section 10.1. Duration. Except as otherwise provided in Section 1.5
hereof, this Agreement shall be unlimited in duration.

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30
Section 10.2. Termination. The termination of this Agreement or of the
reinsurance in effect under this Agreement shall not extend to or affect any of
the rights or obligations of Reinsured and Reinsurer applicable to any period
prior to the effective date of such termination. In the event that, subsequent
to the termination of this Agreement, an adjustment is made necessary with
respect to any accounting hereunder, a supplementary accounting shall take
place. Any amount owed to either Party by reason of such supplementary
accounting shall be paid by the other Party promptly upon the completion
thereof.

ARTICLE 11 - MISCELLANEOUS

Section 11.1. Notices. Any notice or other communication required or
permitted hereunder shall be delivered personally (by courier or otherwise),
sent by certified, registered or express mail, postage prepaid and return
receipt requested, or transmitted by facsimile, (with copy of such notice or
other communication and a confirmation of transmission sent by certified,
registered or express mail, postage prepaid and return receipt requested no
later than the close of business on the next business day following such
transmission), and shall be addressed as follows:

26
31
when Reinsurer is to be notified:

SunAmerica Life Insurance Company
0 XxxXxxxxxx, Xxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: General Counsel
Facsimile No.: (000) 000-0000

with a copy to:

SunAmerica Life Insurance Company
0 XxxXxxxxxx Xxxxxx, Xxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Controller
Facsimile No.: (000) 000-0000

and

O'Melveny & Xxxxx
1995 Avenue of the Stars
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx, Esq.
Facsimile No.: (000) 000-0000

and

Xxxxxx & Wolen LLP
000 X. Xxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: S. Xxxxxx Xxxxxxx, Esq.
Facsimile No. (000) 000-0000

when Reinsured is to be notified:

Xxxx Xxxxx Life Insurance Company
0000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxx, Xxxxxxx 00000-0000
Attention: General Counsel
Facsimile No.: (000) 000-0000

with a copy to:

Xxxxx Xxxxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx, Esq.
Facsimile No.: (000) 000-0000

27
32
A Party may, by notice given in accordance with this Section 11.1 to the other
Party, designate another address or Person to which notices required or
permitted to be given pursuant to this Agreement shall thereafter be
transmitted. Each notice transmitted in the manner described in this Section
11.1 shall be deemed to have been given, received and become effective for all
purposes at the time it shall have been (i) delivered to the addressee as
indicated by the return receipt (if transmitted by mail), transmitted to the
addressee (if transmitted by facsimile and subject to delivery of a mailed copy
thereof) or the affidavit of the messenger (if transmitted by personal delivery)
or (ii) presented for delivery to the addressee as so indicated during normal
business hours, if such delivery shall have been refused for any reason.

Section 11.2. Integration. This Agreement (including the Exhibits and
the Schedules attached hereto), along with the Asset Purchase Agreement
including the Ancillary Agreements and the other agreements contemplated hereby
and thereby, and the Annex, the Exhibits and the Schedules attached thereto (the
"Transaction Agreements"), contains the entire agreement and understanding
between the Parties with respect to the subject matter hereof and cancels and
supersedes all of the previous or contemporaneous agreements, Representations,
warranties and understandings, whether

28
33
written or oral, by or between the Parties with respect to the subject matter
hereof. Nothing contained in any document or instrument of conveyance, transfer,
assignment or delivery executed or delivered at the Closing pursuant to this
Agreement shall amend, extend, modify, renew or alter in any manner any
representation, warranty, covenant, agreement or indemnity contained herein.
Nothing contained in the Transaction Agreements or any other agreement
contemplated hereby or thereby shall constitute or be interpreted or construed
as an admission by any Party or any of its Affiliates of liability to third
parties, whether under any Laws or otherwise, or as an admission that any Party
or any of its Affiliates are in violation of or have ever violated any Laws. In
the event of any conflict between this Agreement and the Asset Purchase
Agreement, the Asset Purchase Agreement shall control. In the event of any
ambiguity (or inconsistency with the Asset Purchase Agreement) in this Agreement
such ambiguity or inconsistency shall be resolved by reference to the Asset
Purchase Agreement.

Section 11.3. Amendments. No addition to, and no cancellation, renewal,
extension, modification or amendment of or approval under, this Agreement shall
be binding upon a Party unless such addition, cancellation, renewal, extension,
modification, amendment or approval is set forth in a written instrument which
states that it adds to, amends, cancels,

29
34
renews or extends this Agreement or grants an approval hereunder and which is
executed and delivered on behalf of each Party by an officer of, or
attorney-in-fact for, such Party.

Section 11.4. Waivers. No waiver of any provision of this Agreement
shall be binding upon a Party unless such waiver is expressly set forth in a
written instrument which is executed and delivered on behalf of such Party by an
officer of, or attorney-in-fact for such Party. Such waiver shall be effective
only to the extent specifically set forth in such written instrument. Neither
the exercise (from time to time or at any time) nor the delay or failure (at any
time or for any period of time) to exercise any right, power or remedy shall
operate as a waiver of, the right to exercise, or impair, limit or restrict the
exercise of part of any Party of any such right, power or remedy or any other
right, power or remedy at any time and from time to time thereafter. No waiver
of any right, power or remedy of a Party shall be deemed to be a waiver of any
other right, power or remedy of such Party or shall, except to the extent so
waived, impair, limit or restrict the exercise of such right, power or remedy.

Section 11.5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS OF THEREOF. Each Party consents
and

30
35
submits to the non-exclusive personal jurisdiction of any federal court in the
State of Delaware in respect of any proceeding for the sole purpose of
injunctive relief or to enforce an arbitration award under Section 11.6 hereof.
Each Party consents to service of process upon it with respect to any such
proceeding by registered mail, return receipt requested, and by any other means
permitted by applicable Laws. Each Party waives any objection that it may now or
hereafter have to the laying of venue of any such proceeding in federal court in
the State of Delaware and any claim that it may now or hereafter have that any
such proceeding in any such court has been brought in an inconvenient forum.

Section 11.6. Arbitration. The Parties acknowledge and agree that the
transactions contemplated herein substantially affect and impact interstate
commerce. Therefore, all disputes or differences between Reinsured and Reinsurer
arising under or which are related to this Agreement (except for any proceeding
for the sole purpose of injunctive relief or to enforce an arbitration award as
set forth in Section 11.5 above) upon which an amicable understanding cannot be
reached within thirty (30) days shall be settled by arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association,
except as hereinafter provided, and judgment upon the award entered by the
Arbitrators (as defined below) may be entered in any court

31
36
having jurisdiction thereof. The Arbitrators provided for herein shall construe
this Agreement in light of the prevailing custom and practices for acquisition
transactions of a similar nature. The "Arbitrators" shall consist of one neutral
arbitrator (or as provided below, three neutral arbitrators). The Parties agree
that the arbitration, if implemented under this Agreement, shall be held at a
site selected by the Arbitrators. The Parties agree to arbitrate within ninety
(90) days following the transmittal of written demand of either Party to
arbitrate any dispute arbitrable under this Agreement. The Parties will in good
faith, within fifteen (15) days following notice of written demand to arbitrate
attempt to agree on a single Arbitrator. If the Parties cannot within fifteen
(15) days thereafter agree on a single arbitrator, each of the Parties shall
appoint an Arbitrator, notifying the other Party of the name and address of such
Arbitrator. The Arbitrators appointed by each Party shall agree upon and appoint
a third neutral Arbitrator. If either Party shall fail to appoint an Arbitrator
as herein provided, or should the two Arbitrators so named fail to select the
third Arbitrator within thirty (30) days of their appointment, then, in either
event, the President of the American Arbitration Association or its successor
shall appoint such second and/or third Arbitrator. A decision of a majority of
the Arbitrators shall be final and binding and

32
37
there shall be no appeal therefrom. The Arbitrators shall within forty-five (45)
days after the final hearing enter an award and the award shall be supported by
a written opinion. The fees of the Arbitrators and the direct costs of the
arbitration shall be shared equally by the Parties; all other costs of the
respective Parties, including without limitation fees and expenses of the
respective Party's attorneys, witnesses, and discovery shall be paid by the
respective Party, except to the extent that the Arbitrators otherwise direct
based on the equities of the situation. The arbitration shall be held in New
York, New York unless otherwise agreed between the Parties.

Section 11.7. Binding Effect; Assignment; Third Party Beneficiaries.
This Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and permitted assigns. Neither Reinsured nor
Reinsurer shall assign any of its rights or delegate any of its duties
hereunder, (in whole or in part and by operation of law or otherwise) without
the prior written consent of the other Party hereto, except that Reinsurer may
assign its rights and obligations under this Agreement to any of its Affiliates
provided Reinsurer shall remain liable for its obligations hereunder
notwithstanding such assignment. Any assignment of rights or delegation of
duties under this Agreement by a Party without the prior written consent of the
other Party, if such

33
38
consent is required hereby, shall be void. No Person (including, without
limitation, any employee of a Party) shall be, or be deemed to be, a third party
beneficiary of this Agreement.

Section 11.8. Severability. If any provision of this Agreement shall
hereafter be held to be invalid, unenforceable or illegal, in whole or in part,
in any jurisdiction under any circumstances for any reason, (i) such provision
shall be reformed to the minimum extent necessary to cause such provision to be
valid, enforceable and legal while preserving the intent of the Parties as
expressed in, and the benefits to the Parties provided by, this Agreement or
(ii) if such provision cannot be so reformed, such provision shall be severed
from this Agreement and an equitable adjustment shall be made to this Agreement
(including, without limitation, addition of necessary further provisions to this
Agreement) so as to give effect to the intent as so expressed and the benefits
so provided. Such holding shall not affect or impair the validity,
enforceability or legality of such provision in any other jurisdiction or under
any other circumstances. Neither such holding nor such reformation or severance
shall affect or impair the legality, validity or enforceability of any other
provision of this Agreement.

Section 11.9. Headings. The headings in this Agreement have been
inserted for convenience of reference only, and

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39
shall not be considered a part of this Agreement and shall not limit, modify or
affect in any way the meaning or interpretation of this Agreement.

Section 11.10. Counterparts. This Agreement may be executed by the
parties in any number of counterparts, each of which when so executed and
delivered shall constitute an original instrument, but all such counterparts
shall together constitute one and the same instrument. This Agreement shall
become effective and deemed to have been executed and delivered by all of the
Parties at such time as counterparts shall have been executed and delivered by
both of the Parties, regardless of whether each of the Parties has executed the
same counterpart. It shall not be necessary when making proof of this Agreement
to account for any counterparts other than a sufficient number of counterparts
which, when taken together, contain signatures of both of the Parties.

Section 11.11. Errors and Omissions. Inadvertent delays, errors or
omissions made by either Reinsured or Reinsurer in connection with this
Agreement or any transaction hereunder shall not relieve the other party from
any liability which would have attached to such party had such delay, error or
omission not occurred, provided that the party causing such delay error or
omission rectifies the same as soon as possible after its discovery thereof.

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40
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.

SUNAMERICA LIFE INSURANCE
COMPANY

By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President

XXXX XXXXX LIFE INSURANCE
COMPANY

By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
and Chief Financial
Officer

41
SCHEDULE 1.2

Additional Annuity Product Forms*

Name Form Type Distribution
----------------------------------------------------------------------------------------------------

Advantage Plus J-5750 SPDA Broker
Employee Annuity J-8027-C Flex JALIC
Bonus Asset Growth J-5628-P Flex Bank
Premier Flex J-5820 Flex Bank
Fl Pilgrim J-5825 Flex Bank
Fl Pilgrim Plus J-5840 Flex Bank
Fl Without Bonus J-5850 Flex Bank
Premier Flex Plus J-5880 Flex Bank
Pioneer Fee for Service J-5723 Flex Broker
All Purpose J-5615 Flex Broker
All Purpose Plus J-5765 Flex Broker
Six Flex J-5770 Flex Broker
Income Advantage J-5805 Flex Broker
Immediate Annuity J-1035 SPIA Bank/Broker
Bonus Asset-Group J-5621-C Flex Bank
Puritan Plus J-5905 Flex Broker

* Product forms on which new policies have been issued in
1996.

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42
SCHEDULE 1.3

ENDORSEMENT

Contract issued to:

Effective Date of Rider:

Attached to and forming art of Contract No. _____
(herein called the "Contract")

issued by

XXXX XXXXX LIFE INSURANCE COMPANY
(herein called "Xxxx Xxxxx")

The Contract will be assumed by SUNAMERICA LIFE INSURANCE
COMPANY (herein called "SunAmerica") shortly after it receives approval for its
annuity contract policy form in the State of ______ and obtains any other
required regulatory approvals for such assumption. Thereafter SunAmerica will be
the insurer and promptly after the effectiveness of such assumption it will
issue a Certificate of Assumption in the form attached hereto.

In the event that SunAmerica does not obtain all such
approvals, Xxxx Xxxxx will remain as the insurer and the Contract will remain
with Xxxx Xxxxx.

Nothing herein contained shall be held to vary, alter, waive
or extend any of the terms, conditions, provisions, agreements or limitations of
the Contract other than as above stated.

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43

IN WITNESS WHEREOF, Xxxx Xxxxx and SunAmerica have each
executed this endorsement.

XXXX XXXXX LIFE INSURANCE
COMPANY

---------------------- -------------------------
Secretary President

SUNAMERICA LIFE INSURANCE
COMPANY

---------------------- -------------------------
Secretary President

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44
SCHEDULE 5.3

Section 1.848-2(g)(8) Election

Reinsured and Reinsurer agree to the following pursuant to Section 1.848-2(g)(8)
of the Income Tax Regulations issued under Section 848 of the Internal Revenue
Code of 1986 (hereinafter "Section 1.848-2(g)(8).")

1. The Party with net positive consideration for this Agreement
for any taxable year beginning with the taxable year
prescribed in paragraph 4 below will capitalize specified
policy acquisition expenses with respect to this Agreement
without regard to the general deduction limitation.

2. The Parties agree to exchange information
pertaining to the amount of net consideration under
this Agreement to ensure consistency. This will be
accomplished as follows:

(a) Reinsured shall submit to Reinsurer by the
fifteenth day of May in each year its calculation of
the net consideration for the preceding calendar
year. Such calculation will be accompanied by a
statement signed by an officer of Reinsured stating
that Reinsured will report such net consideration in
its tax return for the preceding calendar year.

(b) Reinsurer may contest such calculation by providing
an alternative calculation to Reinsured in writing
within 30 days after Reinsurer's receipt of
Reinsured's calculation. If Reinsurer does not so
notify Reinsured, Reinsurer will report the net
consideration as determined by Reinsured in

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45
Reinsurer's tax return for the previous calendar
year.

(c) If Reinsurer contests Reinsured's calculation
of the net consideration, the Parties will act
in good faith to reach an agreement as to the
current amount within 30 days after the date
Reinsurer submits its alternative calculation.
If Reinsured and Reinsurer reach agreement on
an amount of net consideration, each Party
shall report such amount in their respective
tax returns for the preceding calendar year.

3. This election shall be effective for 1997 and all
subsequent taxable years for which the Indemnity
Reinsurance Agreement remains in effect.

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SCHEDULE 9.1(b)

Reinsurer prices certain publicly-traded securities through the SunGard
securities system, which as of the date of this Schedule contracts for pricing
of securities through Interactive Data Corp, subject to verification by
Reinsurer against broker quotes. Privately placed securities are priced via
broker quotes. Securities not priced through either of the above methods are
priced by Reinsurer by comparison to reasonably comparable securities, as
determined in its discretion.

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