Exhibit g 2 AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM REINSURANCE AGREEMENT Effective January 1, 2002

Exhibit g 2

AUTOMATIC AND FACULTATIVE
YEARLY RENEWABLE TERM REINSURANCE AGREEMENT

Effective January 1, 2002

Between

TIAA-CREF LIFE INSURANCE COMPANY
("Ceding Company")

000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000

And

SECURITY LIFE OF DENVER INSURANCE COMPANY
("Reinsurer")

Security Life Center
0000 Xxxxxxxx
Xxxxxx, Xxxxxxxx 00000-0000

Reinsurer Agreement No. 0331-2857

AUTOMATIC AND FACULTATIVE
YEARLY RENEWABLE TERM REINSURANCE AGREEMENT

This Agreement is between

TIAA-CREF LIFE INSURANCE COMPANY (Ceding Company),
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000

And

SECURITY LIFE OF DENVER INSURANCE COMPANY (Reinsurer),
Security Life Center, 0000 Xxxxxxxx, Xxxxxx, Xxxxxxxx 00000-0000.

The Reinsurer agrees to reinsure certain portions of the Ceding Company's
contract risks as described in the terms and conditions 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.

This Agreement will be governed under the laws of the state of New York.

In witness of the above, the Ceding Company and the Reinsurer have by their
respective officers executed and delivered this Agreement in duplicate on the
dates indicated below, with an effective date of January 1, 2002.

TIAA-CREF LIFE SECURITY LIFE OF DENVER
INSURANCE COMPANY INSURANCE COMPANY

By: _________________________________ By: _________________________________
Title:_________________________________ Title:_________________________________
Date:__________________________________ Date:__________________________________

AUTOMATIC AND FACULTATIVE REINSURANCE AGREEMENT

Table of Contents

1. PARTIES TO AGREEMENT.................................................... 1

2. REINSURANCE BASIS....................................................... 1

3. AUTOMATIC REINSURANCE TERMS............................................. 1
a. CONVENTIONAL UNDERWRITING...................................... 1
b. RETAINED PERCENTAGE............................................ 2
c. AUTOMATIC ACCEPTANCE LIMITS.................................... 2
d. AUTOMATIC IN FORCE AND APPLIED FOR LIMIT....................... 2
e. RESIDENCE...................................................... 2
f. MINIMUM CESSION................................................ 2
g. NO PRIOR FACULTATIVE SUBMISSIONS. ............................. 2

4. AUTOMATIC REINSURANCE NOTICE PROCEDURE.................................. 2

5. FACULTATIVE REINSURANCE................................................. 2

6. COMMENCEMENT OF REINSURANCE COVERAGE.................................... 3
a. AUTOMATIC REINSURANCE.......................................... 3
b. FACULTATIVE REINSURANCE........................................ 3
c. PRE-ISSUE COVERAGE............................................. 3

7. BASIS OF REINSURANCE AMOUNT AND REINSURANCE PREMIUM RATES............... 4
a. LIFE REINSURANCE............................................... 4
b. SUPPLEMENTAL BENEFITS.......................................... 4
c. TABLE RATED SUBSTANDARD PREMIUMS............................... 4
d. FLAT EXTRA PREMIUMS............................................ 4
e. PREMIUM ADJUSTMENTS............................................ 4

8. CASH VALUES OR LOANS.................................................... 4

9. PAYMENT OF REINSURANCE PREMIUMS......................................... 5
a. PREMIUM DUE.................................................... 5
b. FAILURE TO PAY PREMIUMS........................................ 5
c. OVERPAYMENT OF REINSURANCE PREMIUM............................. 5
d. UNDERPAYMENT OF REINSURANCE PREMIUM............................ 5
e. RETURN OF REINSURANCE PREMIUM.................................. 5
f. UNEARNED PREMIUMS.............................................. 5

10. PREMIUM TAX REIMBURSEMENT............................................... 5

11. DAC TAX AGREEMENT....................................................... 6

12. REPORTS................................................................. 7

13. RESERVES FOR REINSURANCE................................................ 7

14. DEATH CLAIMS............................................................ 7
a. NOTICE OF DEATH................................................ 7
b. PROOFS......................................................... 7
c. DEATH CLAIMS PAYABLE........................................... 7
d. AMOUNT AND PAYMENT OF DEATH CLAIMS............................. 7
e. CONTESTED CLAIMS............................................... 8
f. CLAIM EXPENSES................................................. 8
g. EXTRACONTRACTUAL DAMAGES....................................... 8

15. POLICY CHANGES.......................................................... 9
a. NOTICE......................................................... 9
b. INCREASES...................................................... 9
c. REDUCTIONS OR TERMINATIONS..................................... 9
d. RISK CLASSIFICATION CHANGES.................................... 9
e. EXCHANGES, CONVERSIONS AND OTHER POLICY CHANGES................ 10
f. EXTENDED TERM AND REDUCED PAID-UP INSURANCE.................... 10

16. POLICYHOLDER REINSTATEMENTS............................................. 10
a. AUTOMATIC REINSTATEMENT........................................ 10
b. FACULTATIVE REINSTATEMENT...................................... 10
c. PREMIUM ADJUSTMENT............................................. 10
d. NONFORFEITURE REINSURANCE TERMINATION.......................... 10

17. INCREASE IN RETENTION................................................... 10
a. NEW BUSINESS................................................... 10
b. RECAPTURE...................................................... 11

18. ERROR AND OMISSION...................................................... 11

19. INSOLVENCY.............................................................. 12

20. ARBITRATION............................................................. 12
a. GENERAL........................................................ 12
b. NOTICE......................................................... 12
c. PROCEDURE...................................................... 13

21. OFFSET.................................................................. 13

22. GOOD FAITH; FINANCIAL SOLVENCY.......................................... 13

23. TREATMENT OF CONFIDENTIAL INFORMATION................................... 14

24. TERM OF THIS AGREEMENT.................................................. 14

25. MEDICAL INFORMATION BUREAU.............................................. 14

26. SEVERABILITY............................................................ 14

Listing of Schedules:

SCHEDULE A - COVERAGE AND LIMITS

1. Plans Reinsured
2. Automatic Portion Reinsured
3. Ceding Company's Maximum Dollar Retention Limits
4. Reinsurers' Automatic Acceptance Limits
5. Automatic In Force and Applied for Limits
6. Premium Due
7. Recapture Period
8. Net Amount at Risk
9. Additional Underwriting Requirements

SCHEDULE B - AUTOMATIC REINSURANCE PREMIUMS

1. Life Insurance
2. Age Basis
3. Facultative Rate Limit

SCHEDULE C - REPORTING INFORMATION

Information on Risks Reinsured
Policy Exhibit Summary
Reserve Credit Summary
Accounting Summary

SCHEDULE D - FACULTATIVE FORMS

Application for Reinsurance
Notification of Reinsurance

iii

AUTOMATIC AND FACULTATIVE REINSURANCE AGREEMENT

1. PARTIES TO AGREEMENT.

This Agreement is solely between the Reinsurer and the Ceding Company.
There is no third party beneficiary to this Agreement. Reinsurance under
this Agreement will not create any right nor legal relationship between
the Reinsurer and any other person, for example, any insured,
policyholder, agent, beneficiary, assignee, or other reinsurer. The Ceding
Company agrees that it will not make the Reinsurer a party to any
litigation between any such third party and the Ceding Company. The Ceding
Company and the Reinsurer will not disclose the other's name to these
third parties with regard to the agreements or transactions that are
between the Ceding Company and the Reinsurer, unless the Ceding Company or
the Reinsurer gives prior written approval for the use of its own name, or
as required by law.

The terms of this Agreement are binding upon the parties, their
representatives, successors, and assigns. The parties to this Agreement
are bound by ongoing and continuing obligations and liabilities until this
Agreement terminates for new business or the underlying policies are no
longer in force, whichever occurs later. This Agreement shall not be
bifurcated, partially assigned, or partially assumed.

2. REINSURANCE BASIS.

This Agreement, including the attached Schedules, states the terms and
conditions of automatic and facultative reinsurance that is on a Yearly
Renewable Term basis. This Agreement is applicable only to reinsurance of
policies directly written by the Ceding Company. Any policies acquired
through merger with another company, reinsurance, or purchase of another
company's policies are not included under the terms of this Agreement.

3. AUTOMATIC REINSURANCE TERMS.

The Ceding Company agrees to cede and the Reinsurer agrees to
automatically accept contractual risks on the life insurance plans shown
in Section 1 of Schedule A, subject to the following requirements:

a. CONVENTIONAL UNDERWRITING.

Automatic reinsurance applies only to insurance applications
underwritten by the Ceding Company with conventional underwriting
and issue practices that are consistently applied. Conventional
underwriting and issue practices are those customarily used and
generally accepted by the Ceding Company. Some examples of
non-customary underwriting practices that are not accepted for
automatic reinsurance under this Agreement are table-shaving
programs, guaranteed issue, any form of simplified underwriting,
short-form applications, any form of non-customary non-medical
underwriting limits, or internal or external policy exchanges that
do not require conventional underwriting. An example of an
unacceptable issue practice is the issuance of a policy that has
contestability or suicide clauses with time limitations that are
shorter than those customarily used by the Ceding Company. Ceding
Company's contestability and suicide clauses are not less than 2
years.

The Ceding Company must comply with Additional Underwriting
Requirements at least as restrictive as those set forth in Section 9
of Schedule A. The Additional Underwriting Requirements may be
changed by the Reinsurer. The Reinsurer will provide 120 days
advance written notice to the Ceding Company before the effective
date of such change.

b. RETAINED PERCENTAGE.

The Ceding Company will retain, and not otherwise reinsure, an
amount of insurance on each policy equal to its quota share
percentage of the policy as set forth in Section 2 of Schedule A. If
the Ceding Company's scheduled retained quota share percentage is
zero, automatic reinsurance is not available.

c. AUTOMATIC ACCEPTANCE LIMITS.

On any one life, the amount automatically reinsured under all
agreements with all reinsurers must not exceed the Reinsurers'
Automatic Acceptance Limits shown in Section 4 of Schedule A.

d. AUTOMATIC IN FORCE AND APPLIED FOR LIMIT.

The total amount of life insurance in force and applied for with all
companies, of which the Ceding Company is aware, must not exceed the
In Force and Applied For Limit shown in Section 5 of Schedule A.

e. RESIDENCE.

Each insured must be a resident of the United States or Canada at
the time of issue.

f. MINIMUM CESSION.

There is no minimum cession requirement.

g. NO PRIOR FACULTATIVE SUBMISSIONS.

To be eligible for automatic reinsurance, the risk must not have
been submitted on a facultative basis to the Reinsurer or any other
reinsurer.

4. AUTOMATIC REINSURANCE NOTICE PROCEDURE.

After the policy has been paid for and delivered, the Ceding Company will
submit all relevant individual policy information, substantially similar
to what is defined in Schedule C, in its next statement to the Reinsurer.

5. FACULTATIVE REINSURANCE.

The Ceding Company may apply for facultative reinsurance with the
Reinsurer on a risk if the automatic reinsurance terms are not met, or if
the terms are met and it prefers to apply for facultative reinsurance. If
the Ceding Company wishes to obtain a facultative quote from other
reinsurers on a risk eligible for automatic reinsurance, the risk must
also be submitted to the Reinsurer for a facultative offer. The following
items must be submitted to obtain a facultative quote:

a. A form substantially similar to the Reinsurer's "Application for
Reinsurance" form shown in Schedule D.

b. Copies of the original insurance application, medical examiner's
reports, financial information, and all other papers and information
obtained by the Ceding Company regarding the insurability of the
risk.

After receipt of the Ceding Company's application, the Reinsurer will
promptly examine the materials and notify the Ceding Company either of the
terms and conditions of the Reinsurer's offer for facultative reinsurance
or that no offer will be made. The Reinsurer's offer expires 120 days
after the offer is made,

unless the written offer specifically states otherwise. If the Ceding
Company accepts the Reinsurer's offer, then the Ceding Company will note
its acceptance in its underwriting file and mail, as soon as possible but
no later than 90 days, a formal reinsurance cession to the Reinsurer using
a form substantially similar to the "Notification of Reinsurance" form
shown in Schedule D. If the Ceding Company does not accept the Reinsurer's
offer, then the Ceding Company will notify the Reinsurer in writing, as
soon as possible. Automatic reinsurance rates can be used for facultative
business up to the Facultative Rate Limits shown in Section 3 of Schedule
B.

6. COMMENCEMENT OF REINSURANCE COVERAGE.

Commencement of the Reinsurer's reinsurance coverage on any policy or
pre-issue risk under this Agreement is described below:

a. AUTOMATIC REINSURANCE.

The Reinsurer's reinsurance coverage for any policy that is ceded
automatically under this Agreement will begin and terminate
simultaneously with the Ceding Company's contractual liability for
the policy reinsured, unless otherwise terminated in accordance with
the terms of this Agreement.

b. FACULTATIVE REINSURANCE.

The Reinsurer's reinsurance coverage for any policy that is ceded
facultatively under this Agreement will begin when:

i. The Ceding Company accepts the Reinsurer's offer; and

ii. The policy has been issued.

Reinsurer's reinsurance coverage for any policy that is ceded
facultatively under this Agreement will terminate simultaneously
with the Ceding Company's contractual liability for the policy
reinsured, unless otherwise terminated in accordance with the terms
of this Agreement.

c. PRE-ISSUE COVERAGE.

The Reinsurer will not be liable for benefits paid under the Ceding
Company's conditional receipt or temporary insurance agreement
unless all the conditions for automatic reinsurance coverage under
Article 3 of this Agreement are met. The Reinsurer's liability under
the Ceding Company's conditional receipt or temporary insurance
agreement is limited to the lesser of i. or ii. below:

i. The Automatic Acceptance Limits with the Reinsurer shown in
Section 4 of Schedule A.

ii. The amount for which the Ceding Company is liable, less the
amount retained pursuant to Section 2 of Schedule A, less any
amount of reinsurance with other reinsurers.

The pre-issue liability applies only once on any given life
regardless of how many receipts were issued or initial premiums were
accepted by the Ceding Company. After a policy has been issued, no
reinsurance benefits are payable under this pre-issue coverage
provision.

In the event that the Ceding Company's rules with respect to cash
handling and the issuance of conditional receipt or temporary
insurance are not followed, the Reinsurer will participate in the
liability if the conditions for automatic reinsurance are met and
the Ceding Company does not

knowingly allow such rules to be violated or condone such a
practice. Such liability shall be limited to the lesser of i or ii
above. As in all cases, the provisions of Article 14 apply to such a
claim.

7. BASIS OF REINSURANCE AMOUNT AND REINSURANCE PREMIUM RATES.

a. LIFE REINSURANCE.

Reinsurance shall be on a first dollar quota share basis. The amount
reinsured on a policy is the policy's net amount at risk less the
net amount at risk retained by the Ceding Company less any net
amount at risk assumed by other reinsurers. The Ceding Company's
quota share percentage is shown in Section 2 of Schedule A. The
Ceding Company's Maximum Dollar Retention Limit on each life, or
both lives for joint policies, is shown in Section 3 of Schedule A.
The net amount at risk is defined in Section 8 of Schedule A. The
reinsurance premiums per $1000 are shown in Section 1 of Schedule B.

b. SUPPLEMENTAL BENEFITS.

Supplemental benefits are not reinsured under this Agreement.

c. TABLE RATED SUBSTANDARD PREMIUMS.

If the Ceding Company's policy is issued with a table rated
substandard premium, the reinsurance premiums shown in Section 1.g
of Schedule B will apply.

d. FLAT EXTRA PREMIUMS.

If the Ceding Company's policy is issued with a flat extra premium,
the reinsurance premiums shown in Section 1.h of Schedule B will
apply.

e. PREMIUM ADJUSTMENTS.

The reinsurance premium rates are not guaranteed. The Reinsurer
reserves the right to change the rates at any time. If the Reinsurer
changes the rates, it will give the Ceding Company 90 days' prior
written notice of the change. Any change applies only to reinsurance
premiums due after the expiration of the notice period. The maximum
reinsurance premiums are equal to the statutory valuation premiums
for yearly renewable term insurance at the maximum interest rates
and minimum mortality rates applicable at the policy issue date.

In the event the Reinsurer increases the reinsurance premium rates
without an increase by the Ceding Company to the policyowner cost of
insurance rates, the Ceding Company will have the right to cancel
this Agreement on or after the effective date of the reinsurance
premium rate increase. Such right to cancel shall be exercised by
providing the Reinsurer with a written notice of Ceding Company's
intent to recapture ceded business. If the Ceding Company exercises
such right to cancel and recapture ceded business, such election
shall be in lieu of any premature recapture fee and Reinsurer will
not be obligated to reimburse Ceding Company for any unearned
premiums.

8. CASH VALUES OR LOANS.

This Agreement does not provide reinsurance for cash surrender values. In
addition, the Reinsurer will not participate in policy loans or other
forms of indebtedness on reinsured business.

9. PAYMENT OF REINSURANCE PREMIUMS

a. PREMIUM DUE.

The reinsurance premiums for each reinsurance cession are due as
shown in Section 6 of Schedule A.

b. FAILURE TO PAY PREMIUMS.

If the reinsurance premiums are 60 days past due, for reasons other
than those due to error or omission as defined below in Article 18,
the premiums will be considered in default and the Reinsurer may
terminate the reinsurance upon 30 days' prior written notice during
which time the Ceding Company can cure the default by payment of the
premium. The Reinsurer will have no further liability as of the
termination date. The Ceding Company will be liable for the prorated
reinsurance premiums to the termination date. The Ceding Company
agrees that it will not force termination under the provisions of
this paragraph to avoid the recapture requirements or to transfer
the block of business reinsured to another reinsurer.

c. OVERPAYMENT OF REINSURANCE PREMIUM.

If the Ceding Company overpays a reinsurance premium and the
Reinsurer accepts the overpayment, the Reinsurer's acceptance will
not constitute nor create a reinsurance liability nor result in any
additional reinsurance. Instead, the Reinsurer will be liable to the
Ceding Company for a credit in the amount of the overpayment,
without interest.

d. UNDERPAYMENT OF REINSURANCE PREMIUM.

If the Ceding Company fails to make a full premium payment for a
policy or policies reinsured hereunder, due to an error or omission
as defined below in Article 18, the amount of reinsurance coverage
provided by the Reinsurer shall not be reduced. However, once the
underpayment is discovered, the Ceding Company will be required to
pay to the Reinsurer the difference between the full premium amount
and the amount actually paid, without interest. If payment of the
full premium is not made within 60 days after the discovery of the
underpayment, the underpayment shall be treated as a failure to pay
premiums and subject to the conditions of Article 9.b., above.

e. RETURN OF REINSURANCE PREMIUM.

If a misrepresentation or misstatement on an application or a death
of an insured by suicide results in the Ceding Company returning the
policy premiums to the policy owner rather than paying the policy
benefits, the Reinsurer will refund all of the reinsurance premiums
it received on that policy to the Ceding Company, without interest.

This refund given by the Reinsurer will be in lieu of all other
reinsurance benefits payable on that policy under this Agreement. If
there is an adjustment to the policy benefits due to a
misrepresentation or misstatement of age or sex, a corresponding
adjustment will be made to the reinsurance benefits.

f. UNEARNED PREMIUMS.

Unearned premiums will be returned on deaths, surrenders and other
terminations. This refund will be on a prorated basis without
interest from the date of termination of the policy to the date to
which a reinsurance premium has been paid.

10. PREMIUM TAX REIMBURSEMENT.

The Reinsurer will not reimburse the Ceding Company for premium taxes.

11. DAC TAX AGREEMENT.

Reinsurer and the Ceding Company each acknowledge that it is subject to
taxation under Subchapter "L" of the Internal Revenue Code, the "Code",
and, hereby agree to the following terms pursuant to Section 1.848-2
(g)(8) of the Income Tax Regulation under Section 848 of the Internal
Revenue Code of 1986, as amended.

a. The term "party" refers to either Reinsurer or the Ceding Company,
as appropriate.

b. The terms used in this Article are defined by reference to
Regulation 1.848-2.

c. Any joint election by the parties under the Regulation for this
Agreement will take effect beginning with the first taxable year
ending after December 31, 2000 and will be effective for all
subsequent taxable years in which the relevant agreement is in
force, unless the parties jointly revoke any such election with the
consent of the IRS Commissioner.

d. Each party shall attach a schedule, substantially in the form of
Exhibit I attached to this Agreement, to its federal income tax
return for the taxable years ending after the date the election is
effective which identifies this Agreement for which the joint
election under the Regulation has been made.

e. Unless the joint election between the parties has been revoked or
terminated under clause (c) above, the party with net positive
consideration, as defined in the Regulation promulgated under Code
Section 848, for such Agreement for each taxable year, shall
capitalize specified policy acquisition expenses with respect to the
Agreement without regard to the general deductions limitation of
Section 848(c)(1).

f. The parties will exchange information pertaining to the aggregate
amount of net consideration for all reinsurance agreements in force
between them, to insure consistency for purposes of computing
specified policy acquisition expenses.

g. The Ceding Company will submit to the Reinsurer by May 1 of each
year 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;

h. The Reinsurer may contest such calculation by providing an
alternative calculation to the Ceding Company in writing within 30
days of the Reinsurer's receipt of the Ceding Company's calculation.
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;

i. 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 within 30 days of the date the
Reinsurer submits its alternative calculation. If the Ceding Company
and the Reinsurer reach agreement on the net amount of
consideration, each party shall report such amount in their
respective tax returns for the previous calendar year.

12. REPORTS.

The administering party is the Ceding Company. The reporting period is
monthly. For each reporting period, the Ceding Company will submit a
statement to the Reinsurer with information that is substantially similar
to the information displayed in Schedule C. The statement will include
information on the risks reinsured with the Reinsurer, premiums owed,
policy exhibit activity, and an accounting summary. Within 15 days after
the end of each calendar quarter, the Ceding Company will submit a reserve
credit summary similar to that shown in Schedule C.

13. RESERVES FOR REINSURANCE.

Statutory reserves shall be held by the Reinsurer on the Reinsurer's
portion of the risks reinsured hereunder.

14. DEATH CLAIMS.

a. NOTICE OF DEATH.

The Ceding Company will notify the Reinsurer, as soon as reasonably
possible, after it receives notice of a death claim arising from a
death of an insured under a policy reinsured.

b. PROOFS.

The Ceding Company will promptly provide the Reinsurer with proper
death claim proofs (including, for example, proofs required under
the policy), all relevant information respecting the existence and
validity of the death claim, and an itemized statement of the death
claim benefits paid by the Ceding Company under the policy.

c. DEATH CLAIMS PAYABLE.

Death claims are payable only as a result of the actual death of an
insured, to the extent reinsured under this Agreement and for which
there is contractual liability for the death claim under the issuing
company's in force policy. Except for accelerated death benefits for
terminally ill insured individuals (certified by a physician as
having an illness or physical condition that can reasonably be
expected to result in death in 12 months or less after the date of
certification), for which benefits are contractually provided under
the issuing company's policy, and which are reinsured hereunder, no
acceleration nor estimation of death claims on living individuals is
permitted, will not be due, owing or payable, nor form the basis of
any claim against the Reinsurer whatsoever.

d. AMOUNT AND PAYMENT OF DEATH CLAIMS.

After the Reinsurer receives proper death claim notice, proofs of
the death claim, and proof of payment of the death claim by the
Ceding Company, the Reinsurer will promptly pay the reinsurance
death benefits due and owing to the Ceding Company in one lump sum.
The Ceding Company's contractual liability for death claims is
binding on the Reinsurer. The maximum death benefit payable before
interest to the Ceding Company under each reinsured policy is the
net amount at risk specifically reinsured hereunder; the Reinsurer
will not be nor become liable for any amounts or reserves to be held
by the Ceding Company on policies reinsured under this Agreement.
The total reinsurance in all companies on a policy shall not exceed
the Ceding Company's total contractual liability on the policy, less
the net amount at risk retained by the Ceding Company on the policy.
The excess, if any, of the total reinsurance in all companies plus
the Ceding Company's retention used on the policy over its
contractual liability under the reinsured policy will first be
applied to reduce all reinsurance on the policy. This reduction in

reinsurance will be shared among all the reinsurers in proportion to
their respective amounts of reinsurance prior to the reduction.

The Reinsurer will pay its proportionate share of interest paid by
the Ceding Company on a claim as required by state statute or policy
provision.

e. CONTESTED CLAIMS.

1) The Ceding Company will notify the Reinsurer of its intention
to contest, compromise, or litigate a claim involving a
reinsured policy. The Reinsurer will notify the Ceding
Company, in writing, of its decision whether or not to
participate in any such action after the Reinsurer receives
from the Ceding Company a complete claim file and all facts
relevant to the contest, compromise, or litigation of such
claim. If the Ceding Company's contest, compromise, or
litigation results in a reduction in its liability, the
Reinsurer will share in the reduction in the proportion that
the Reinsurer's net liability bears to the sum of the net
liability of all reinsurers plus the net liability of the
Ceding Company on the insured's date of death. If the
Reinsurer accepts the decision to contest, the Reinsurer shall
share in the expense of any contest, compromise or litigation
of a claim subject to the terms of paragraphs f and g below.

2) If the Reinsurer should decline to participate in the contest,
compromise or litigation, the Reinsurer will then release all
of its liability by paying the Ceding Company its full share
of reinsurance and not sharing in any subsequent reduction in
liability.

f. CLAIM EXPENSES.

The Reinsurer will pay its proportional share of reasonable
investigation and legal expenses connected with the litigation or
settlement of contractual liability claims unless the Reinsurer has
released its liability, in which case the Reinsurer will not
participate in any expenses after the date of release. However,
claim expenses do not include routine claim and administration
expenses, including the Ceding Company's home office expenses. The
Reinsurer will not reimburse the Ceding Company for settlements
voluntarily made by the Ceding Company as a result of any fault or
wrongdoing on the part of the Ceding Company, its agents or
representatives. Also, expenses incurred in connection with a
dispute or contest arising out of conflicting claims of entitlement
to policy proceeds or benefits that the Ceding Company admits are
payable are not a claim expense under this Agreement.

g. EXTRACONTRACTUAL DAMAGES.

The Reinsurer will not participate in and shall not be liable to pay
the Ceding Company or others for any amounts in excess of the
Reinsurer's share of the net amount at risk on the mortality risk
reinsured hereunder. Extracontractual damages or liabilities and
related expenses and fees are specifically excluded from the
reinsurance coverage provided under this Agreement. Extracontractual
damages are any damages awarded against the Ceding Company,
including, for example, those resulting from negligence, reckless or
intentional conduct, fraud, oppression, or bad faith committed by
the Ceding Company in connection with the mortality risk insurance
reinsured under this Agreement.

The excluded extracontractual damages shall include, by way of
example and not limitation:

i. Actual and consequential damages;
ii. Damages for emotional distress or oppression;
iii. Punitive, exemplary or compensatory damages;
iv. Statutory damages, fines, or penalties;

v. Amounts in excess of the risk reinsured hereunder that the
Ceding Company pays to settle a dispute or claim;
vi. Third-party attorney fees, costs and expenses.

However, for claim denials and rescissions, the Reinsurer will
reimburse the Ceding Company for the Ceding Company's
extracontractual damages that result from the Reinsurer's actions
that directly and proximately cause such extracontractual damages.
Any such reimbursement will be in proportion to the Reinsurer's
direct and proximate participation in the actions that lead to the
extracontractual damages.

However, if the Reinsurer receives a complete claim file and all
facts relevant to the contest, compromise, or litigation of such
claim, and the Reinsurer agrees in writing to participate in such
contest, compromise or litigation, then the Reinsurer will share
proportionally in damages awarded against the Ceding Company as such
damages relate to the death claim.

15. POLICY CHANGES.

a. NOTICE.

If a reinsured policy is changed, a corresponding change will be
made in the reinsurance for that policy. The Ceding Company will
notify the Reinsurer of the change in the Ceding Company's next
accounting statement.

b. INCREASES.

If the face amount on a reinsured policy is increased and the
increase is subject to new underwriting evidence, then the increase
on the reinsured policy will be administered the same as the
issuance of a new policy. If the increase is not subject to new
underwriting evidence, and increases are scheduled and known at
issue, then the increase will be automatically accepted by the
Reinsurer, but the total amount of reinsurance is not to exceed the
Reinsurers' Automatic Acceptance Limits shown in Section 4 of
Schedule A. Reinsurance rates will be based on the original issue
age, duration since issuance of the original policy and the original
underwriting classification. Other increases not subject to new
underwriting evidence are not allowed under this Agreement.

c. REDUCTIONS OR TERMINATIONS.

If the face amount on a reinsured policy is reduced, then
reinsurance will be reduced proportionately so that the portion
reinsured, as outlined in Section 2 of Schedule A, remains the same.
If a reinsured policy is terminated, then reinsurance will cease on
the date of such termination.

Reductions and terminations are permitted only when the underlying
policyholder directs such a reduction or termination of the issuing
company policy that is in force at the time that the reductions and
terminations take place.

d. RISK CLASSIFICATION CHANGES.

If a policyholder requests a Table Rating reduction or removal of a
Flat Extra, such change will be underwritten according to the Ceding
Company's Underwriting Guidelines. Risk classification changes on
facultative policies will be subject to the Reinsurer's approval.

e. EXCHANGES, CONVERSIONS AND OTHER POLICY CHANGES.

Exchanges, replacements or other changes in the insurance reinsured
with the Reinsurer, where not fully underwritten as a new issue,
will continue to be ceded to the Reinsurer. The rates will be those
in effect at issuance of the original policy, based on the original
issue age, duration since issuance of the original policy and
original underwriting class. When these changes are fully
underwritten, the policy will be administered the same as the
issuance of a new policy.

f. EXTENDED TERM AND REDUCED PAID-UP INSURANCE.

When a reinsured policy changes to extended term or reduced paid-up
insurance, the Ceding Company will notify the Reinsurer of the new
amount of reinsurance. The reinsurance rates will remain the same as
the rates used for the original policy and will be based on the
original issue age, duration since issuance of the original policy
and the original underwriting classification.

16. POLICYHOLDER REINSTATEMENTS.

a. AUTOMATIC REINSTATEMENT.

If the Ceding Company reinstates a policy that was originally ceded
to the Reinsurer as automatic reinsurance using conventional
underwriting practices, the Reinsurer's reinsurance for that policy
will be reinstated.

b. FACULTATIVE REINSTATEMENT.

If the Ceding Company has been requested to reinstate a policy that
was originally ceded to the Reinsurer as facultative reinsurance,
and the Ceding Company requires underwriting approval prior to
reinstatement, then the Ceding Company will resubmit the case to the
Reinsurer for underwriting approval before the reinsurance can be
reinstated.

c. PREMIUM ADJUSTMENT.

The reinsurance premiums for the interval during which the policy
was lapsed will be paid to the Reinsurer on the same basis as the
Ceding Company charged its policyholder for the reinstatement.

d. NONFORFEITURE REINSURANCE TERMINATION.

If the Ceding Company has been requested to reinstate a policy that
was reinsured while on extended term or reduced paid-up then such
reinsurance will terminate and either automatic or facultative
reinstatement procedures will be followed.

17. INCREASE IN RETENTION.

a. NEW BUSINESS.

If the Ceding Company increases its Maximum Dollar Retention Limits
listed in Section 3 of Schedule A, then it may, at its option and
with 90 days' written notice to the Reinsurer, increase its Maximum
Dollar Retention Limits shown in Section 3 of Schedule A for
policies issued after the effective date of the Maximum Dollar
Retention Limit increase.

A change to the Ceding Company's Maximum Dollar Retention Limits
will not affect the reinsured policies in force except as
specifically provided in paragraph 17b, below. Furthermore, unless
agreed between the parties, an increase in Ceding Company's Maximum
Dollar Retention Limits will not effect an increase in the total
risk amount that it may automatically cede to the Reinsurer.

b. RECAPTURE.

If the Ceding Company increases its Maximum Dollar Retention Limits
listed in Section 3 of Schedule A, then it may, with 90 days'
written notice to the Reinsurer, reduce or recapture the reinsurance
in force subject to the following requirements:

i. An in-force cession is not eligible for recapture until it has
been reinsured for the minimum number of years shown in
Section 7 of Schedule A. The effective date of the reduction
in reinsurance will be the later of the first policy
anniversary following the expiration of the 90-day notice
period to recapture and the policy anniversary date when the
required minimum number of years is attained.

ii. On all policies eligible for recapture, reinsurance will be
reduced by the amount necessary to increase the total
insurance retained up to the new Maximum Dollar Retention
Limits.

iii. If more than one policy per life is eligible for recapture,
then any recapture must be effected beginning with the policy
with the earliest issue date and continuing in chronological
order according to the remaining policies' issue dates.

iv. The Ceding Company may not rescind its election to recapture
for policies becoming eligible at future anniversaries.

v. Recapture of reinsurance will not be allowed on any policy for
which the Ceding Company did not keep its Maximum Dollar
Retention Limit at issue. The Ceding Company's Maximum Dollar
Retention Limits are stated in Section 3 of Schedule A.

vi. If any policy eligible for recapture is also eligible for
recapture from other reinsurers, the reduction in the
Reinsurer's reinsurance on that policy will be in proportion
to the total amount of reinsurance on the life with all
reinsurers.

vii. Recapture will not be made on a basis that may result in any
anti-selection against the Reinsurer.

However, if the Reinsurer has given the Ceding Company written
notice of a reinsurance premium rate increase and the Ceding Company
Exercises their right to recapture as set forth in Article 7.e,
restrictions i. and v. above shall not apply.

18. ERROR AND OMISSION.

Any unintentional or accidental failure of the Ceding Company or the
Reinsurer to comply with the terms of this Agreement which can be shown to
be the result of an oversight, misunderstanding or clerical error, will
not be deemed a breach of this Agreement. Upon discovery, the error will
be corrected so that both parties are restored to the position they would
have occupied had the oversight, misunderstanding or clerical error not
occurred. Should it not be possible to restore both parties to such a
position, the Ceding Company and the Reinsurer shall negotiate in good
faith to equitably apportion any resulting liabilities and expenses.

This provision applies only to oversights, misunderstandings or clerical
errors relating to the administration of reinsurance covered by this
Agreement. This provision does not apply to the administration of the
insurance provided by the Ceding Company to its insured or any other
errors or omissions committed by the Ceding Company with regard to the
policy reinsured hereunder.

19. INSOLVENCY.

In the event that the Ceding Company is deemed insolvent, all reinsurance
death claims payable hereunder will be payable by the Reinsurer directly
to the Ceding Company, its liquidator, receiver or statutory successor,
without diminution because of the insolvency of the Ceding Company. It is
understood, however, that in the event of such insolvency, the liquidator,
receiver or statutory successor of the Ceding Company will give written
notice to the Reinsurer of the pendency of a death claim against the
Ceding Company on a risk reinsured hereunder within a reasonable time
after such death claim is filed in the insolvency proceeding. Such notice
will indicate the policy reinsured and whether the death claim could
involve a possible liability on the part of the Reinsurer. During the
pendency of such claim, the Reinsurer may investigate such death claim and
interpose, at its own expense, in the proceeding where such death claim is
to be adjudicated, any defense or defenses it may deem available to the
Ceding Company, its liquidator, receiver or statutory successor. It is
further understood that the expense thus 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 that 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 death claim and a majority in interest
(determined with respect to shares of net amount at risk) elects to
interpose a defense or defenses to any such death claim, the expense will
be apportioned among the reinsurers in the same proportion that the
reinsurer's net liability bears to the sum of the net liability of all
reinsurers on the insured's date of death.

20. ARBITRATION.

a. GENERAL.

Notwithstanding any other provision, all disputes and other matters
in question between the parties, arising out of, or relating to this
Agreement, shall be submitted exclusively to arbitration upon the
written request of either party; except a party shall not be
prevented from filing and prosecuting a suit in a court of competent
jurisdiction solely for the purpose of obtaining equitable relief,
including for example, but not limited to, injunction or enforcement
of subpoenas. The disputes and matters subject to arbitration
include, but are not limited to disputes upon or after termination
of this Agreement, and issues respecting the existence, scope, and
validity of this Agreement. The arbitrators are to seek efficiencies
in time and expense. The arbitrators are not bound to comply
strictly with the rules of evidence. The arbitration panel also has,
for example, the authority to issue subpoenas to third parties
compelling prehearing depositions, and for document production. The
arbitrators will have the authority to interpret this Agreement and,
in doing so, will consider the customs and practices of the life
insurance and life reinsurance industries. The arbitrators will
consider this Agreement an honorable engagement rather than merely a
legal obligation, and they are relieved of all judicial formalities
and may abstain from following the strict rules of law.

b. NOTICE.

To initiate arbitration, one of the parties will notify the other,
in writing, of its desire to arbitrate. The notice will state the
nature of the dispute and the desired remedies. The party to which
the notice is sent will respond to the notification in writing
within 10 days of receipt of the notice. At that time, the
responding party will state any additional dispute it may have
regarding the subject of arbitration.

c. PROCEDURE.

Arbitration will be heard before a panel of three arbitrators. The
arbitrators will be active or retired executive officers of life
insurance or reinsurance companies; however, these companies will
not be either party nor their affiliates. Each party will appoint
one arbitrator. Notice of the appointment of these arbitrators will
be given by each party to the other party within 30 days of the date
of mailing of the notification initiating the arbitration. These two
arbitrators will, as soon as possible, but no longer than 45 days
after the day of the mailing of the notification initiating the
arbitration, then select the third arbitrator. In the event that
either party should fail to choose an arbitrator within 30 days
after the other party has given notice of its arbitrator
appointment, the party which has already appointed an arbitrator may
choose an additional arbitrator, and the two shall, in turn, choose
a third arbitrator before entering arbitration. If the two
arbitrators are unable to agree upon the selection of a third
arbitrator within 30 days following their appointment, each
arbitrator shall nominate three candidates within 10 days
thereafter, two of whom the other shall decline and the decision
shall be made by drawing lots.

Once chosen, the three arbitrators will have the authority to decide
all substantive and procedural issues by a majority vote. The
arbitrators shall operate in a fair but cost efficient manner. For
example, the arbitrators are not bound by technical rules of
evidence and may limit the use of depositions and discovery. The
arbitration hearing will be held on the date fixed by the
arbitrators at a location agreed upon by the parties. The
arbitrators will issue a written decision from which there will be
no appeal. Either party may reduce this decision to a judgment
before any court that has jurisdiction of the subject of the
arbitration.

Each party will pay the fees of its own attorneys, the arbitrator
appointed by that party, and all other expenses connected with the
presentation of its own case. The two parties will share equally in
the cost of the third arbitrator.

The arbitration panel may, in its discretion, award attorneys' fees,
costs, expert witness fees, expenses and interest, all as it deems
appropriate to the prevailing party.

21. OFFSET.

All amounts due or otherwise accrued to any of the parties hereto or any
of their parents, affiliates, or subsidiaries, whether by reason of
premiums, losses, expenses, or otherwise, under this agreement or any
other contract heretofore or hereafter entered into, will at all times be
fully subject to the right of offset and only the net balance will be due
and payable. The right of offset will not be affected or diminished
because of the insolvency of either party.

22. GOOD FAITH; FINANCIAL SOLVENCY.

This Agreement is entered into in reliance on the utmost good faith of the
parties including, for example, their warranties, representations and
disclosures. It requires the continuing utmost good faith of the parties,
their representatives, successors, and assigns. This includes a duty of
full and fair disclosure of all information respecting the formation and
continuation of this contract and the business reinsured hereunder. 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 agrees to promptly notify the other if it is subsequently
financially impaired.

In addition, the Ceding Company affirms that it has disclosed and will
continue to disclose to the Reinsurer all matters material to this
Agreement, such as its underwriting and policy issues (rules,

philosophies, practices, and management personnel), its financial
condition, studies and reports on the business reinsured, and any change
in its ownership or control. The Reinsurer or its representatives have the
right at any reasonable time to inspect the Ceding Company's records
relating to this Agreement.

23. TREATMENT OF CONFIDENTIAL INFORMATION.

Except for the purposes of carrying out this Agreement and as required by
law, the Reinsurer shall not disclose or use any non-public personally
identifiable customer or claimant information ("Customer/Claimant
Information") provided by the Ceding Company to the Reinsurer, as such
Customer/Claimant Information is defined by the Xxxxx-Xxxxx-Xxxxxx Act and
related regulations. Such Customer/Claimant Information shall be shared
only with those entities with which the Reinsurer may, from time to time,
contract in accordance with the fulfillment of the terms of this
Agreement, including but not limited to the Reinsurer's retrocessionaires
and the Reinsurer's affiliates.

24. TERM OF THIS AGREEMENT.

The Ceding Company will maintain and continue the reinsurance provided in
this Agreement as long as the policy to which it relates is in force or
has not been fully recaptured. This Agreement may be terminated, without
cause, for the acceptance of new reinsurance after 90 days' written notice
of termination by either party to the other. The Reinsurer will continue
to accept reinsurance during this 90-day period. The Reinsurer's
acceptance will be subject to both the terms of this Agreement and the
Ceding Company's payment of applicable reinsurance premiums. In addition,
this Agreement may be terminated immediately for the acceptance of new
reinsurance by either party if one of the parties materially breaches this
Agreement, or becomes insolvent or financially impaired.

25. MEDICAL INFORMATION BUREAU.

The Reinsurer is required to strictly adhere to the Medical Information
Bureau Rules, and the Ceding Company agrees to abide by these Rules, as
amended from time to time. The Ceding Company will not submit a
preliminary notice, application for reinsurance, or reinsurance cession to
the Reinsurer unless the Ceding Company has an authentic, signed
preliminary or regular application for insurance in its home office and
the current required Medical Information Bureau authorization.

26. SEVERABILITY

In the event that any court, arbitrator, or administrative agency
determines any provision or term of this Agreement to be invalid, illegal
or unenforceable, all of the other terms and provisions of this Agreement
shall remain in full force and effect to the extent that their continuance
is practicable and consistent with the original intent of the parties.
However, in the event this Article is exercised and the Agreement no
longer reflects the original intent of the parties, the parties agree to
attempt to renegotiate this Agreement in good faith to carry out its
original intent.

SCHEDULE A

COVERAGE AND LIMITS

1. PLANS REINSURED:

The policy plans and riders automatically and facultatively reinsured are:

Single Life VUL
Last Survivor VUL
Automatic Increase Rider
Four-Year Level Term Rider
Single Life Level Term Rider
Policy Split Option Rider

2. AUTOMATIC PORTION REINSURED:

The Ceding Company shall retain 25% of the Net Amount at Risk, as defined
in Section 8 of Schedule A, up to the Ceding Company's Maximum Dollar
Retention Limits as shown in Section 3 of Schedule A, with the remaining
amount to be ceded to the pool.

Subject to the Reinsurers' Automatic Acceptance Limits in Section 4 of
Schedule A, the Reinsurer shall reinsure 25% of the Net Amount at Risk up
to the Ceding Company's Maximum Dollar Retention Limits and 33% of the Net
Amount at Risk beyond the Ceding Company's Maximum Dollar Retention Limit.

The Ceding Company's retained amount is limited by the Ceding Company's
Maximum Dollar Retention Limits; therefore, their retained percentage of
the Net Amount at Risk may be less than 25%. The Ceding Company's retained
percentage and the Reinsurer's assumed percentage of a policy shall be
determined based on the Net Amount at Risk at policy issue. If a policy
Net Amount at Risk changes due to a subsequent change in the policy
account value, the Ceding Company's retained percentage and the
Reinsurer's assumed percentage will not change, unless the Ceding
Company's Maximum Dollar Retention Limit is exceeded in which case the
Ceding Company will retain less than the retained percentage.

3. CEDING COMPANY'S MAXIMUM DOLLAR RETENTION LIMITS:

SINGLE LIFE VUL
Issue Ages Preferred - Table D Table E - Uninsurable

0 - 75 $1,500,000 $750,000
76 - 80 $150,000 $150,000

SCHEDULE A, CONTINUED

LAST SURVIVOR VUL
Issue Ages Preferred - Table D Table E - Uninsurable

30 - 75 $2,500,000 $1,250,000
76 - 80 $250,000 $250,000

4. REINSURERS' AUTOMATIC ACCEPTANCE LIMITS:

On each life, the amount automatically reinsured under all agreements with
all reinsurers must not exceed 10 times the Ceding Company's Maximum
Dollar Retention Limits, as shown above in Section 3 of this Schedule A,
subject to a $15,000,000 maximum.

The total mortality rating on the insurable life shall not be higher than
500% for permanent plans, or the equivalent on a flat extra premium basis.

5. AUTOMATIC IN FORCE AND APPLIED FOR LIMIT:

LIFE INSURANCE IN FORCE AND APPLIED FOR LIMIT:

$50,000,000

6. PREMIUM DUE:

Reinsurance premiums are due monthly in advance, regardless of the
policy's payment mode.

7. RECAPTURE PERIOD:

The minimum number of years for a cession to be reinsured before it is
eligible for recapture pursuant to Article 17.b. is 10 years.

8. NET AMOUNT AT RISK:

The Net Amount at Risk for purposes of this Agreement is the death benefit
amount less the policy account value.

The net amount at risk on the policies and riders eligible for reinsurance
under this Agreement, is defined below:

Option A Base Policy: The Net Amount at Risk is the Death Benefit minus
the Policy Value where the Death Benefit is the greater of the Face Amount
or the minimum amount required under Section 7702 of the IRC.

SCHEDULE A, CONTINUED

Option B Base Policy: The Net Amount at Risk is the Death Benefit minus
the Policy Value where the Death Benefit is the greater of the Face Amount
plus Policy Value or the minimum amount required under Section 7702 of the
IRC.

For purposes of this Agreement, the following will apply:

The Face Amount is the amount the Ceding Company uses to determine the
death benefit and proceeds payable under the policy. The Initial Base Face
Amount will be shown in the Policy Data of the policy.

The Policy Value is the sum of the policy fixed account value and the
variable account value.

9. ADDITIONAL UNDERWRITING REQUIREMENTS:

The following requirements apply to business reinsured under this
Agreement. These requirements are in addition to the conventional
underwriting and issue practices described in Section 3.a. of this
Agreement.

BLOOD PROFILE LIMITS:

Where permitted by law, a blood profile including an AIDS test is required
according to the age and amount conditions described below. The AIDS test
is to be an HIV or, when the HIV is not permitted, a T-Cell ratio.

Issue Ages Applied For Amounts

0-40 >(or equal to) $250,001
41+ >(or equal to) $100,000

SCHEDULE B
AUTOMATIC REINSURANCE PREMIUMS - YEARLY RENEWABLE TERM BASIS

1. LIFE INSURANCE:

a. Single Life VUL

Standard annual reinsurance premiums per $1000 reinsured are the
below percentages of the 1975-80 Ultimate ALB Table attached to this
Schedule B. The first year premium rate is zero. Monthly premium
rates are equal to one twelfth of the annual premium rates.

Underwriting Class Male Female

Preferred 18% 24%
Select 24% 31%
Standard 53% 55%

b. Last Survivor VUL

Standard annual reinsurance premiums per $1000 reinsured are the
below percentages of the 1975-80 Ultimate ALB Table attached to this
Schedule B, frasierized as set forth in Exhibit II attached to this
Schedule B. The first year premium rate is zero. Monthly premium
rates are equal to one twelfth of the annual premium rates.

Underwriting Class Male Female

Preferred 24% 30%
Select 28% 35%
Standard 56% 58%

There is a minimum renewal annual reinsurance premium of $.12 per
$1000.

c. Four Year Term Rider

Standard annual reinsurance premiums per $1000 reinsured are the
single life or second to die base plan premium rates.

d. Automatic Increase Rider

Automatically increases policy face amount by 5% of the initial face
amount on each of the first ten policy anniversaries. Standard
annual reinsurance premiums per $1000 reinsured are the single life
or second to die base plan premium rates.

e. Single Life Level Term Rider

Standard annual reinsurance premiums per $1000 reinsured are the
single life base plan premium rates.

f. Split Policy Option

Allows insured to exchange the policy for new individual life
policies on the life of each person insured. There are no
reinsurance premiums for reinsurance of this option. Standard annual
reinsurance premiums after exercise of the Split Policy Option will
be the single life base plan premium rates, based on the original
issue age, duration since issuance of the original policy and

SCHEDULE B, CONTINUED

the original underwriting classification. The policy split will be
on a 50/50 basis and each life must be rated Table 6 or less.

g. Table rated substandard reinsurance premiums are the appropriate
multiple of the standard reinsurance premiums (25% per table).

h. Flat Extra reinsurance premiums are the following percentages of
such premiums charged the insured:

Permanent flat extra premiums (for more than 5 years duration)

First Year 0%
Renewal Years 90%

Temporary flat extra premiums (for 5 years or less duration)

All Years 90%

2. AGE BASIS:

Age Last Birthday

3. FACULTATIVE RATE LIMIT:

The automatic reinsurance rates in this Agreement can be used for
facultative reinsurance.

SCHEDULE C

REPORTING INFORMATION

INFORMATION ON RISKS REINSURED

1. Type of Transaction
2. Effective Date of Transaction
3. Automatic/Facultative Indicator
4. Policy Number
5. Full Name of Insured
6. Date of Birth
7. Sex
8. Smoker/Nonsmoker
9. Policy Plan Code
10. Insured's State of Residence
11. Issue Age
12. Issue Date
13. Duration from Original Policy Date
14. Face Amount Issued
15. Reinsured Amount (Initial Amount)
16. Reinsured Amount (Current Amount at Risk)
17. Change in Amount at Risk Since Last Report
18. Death Benefit Option (For Universal Life Type Plans)
19. ADB Amount (If Applicable)
20. Substandard Rating
21. Flat Extra Amount Per Thousand
22. Duration of Flat Extra
23. XX Xxxxx (Yes or No)
24. Previous Policies (Yes or No)
25. Premiums

SCHEDULE C, CONTINUED
SAMPLE

POLICY EXHIBIT SUMMARY
(LIFE REINSURANCE ONLY)

CEDING COMPANY: ______________________________________________________________
REINSURER: ______________________________________________________________
ACCOUNT NO: ______________________________________________________________
PREPARED BY: ________________________________ Phone: (___) ______________
DATE PREPARED: ______________________________________________________________

TYPE OF REINSURANCE:

Yearly Renewable Term ____________________________
Coinsurance ____________________________
Modified Coinsurance ____________________________
Other ____________________________

VALUATION DATE: __________

NUMBER OF AMOUNT OF
POLICIES REINSURANCE

A. In Force Beginning
of Period ___/___/___ __________ _____________________
B. New Paid Reinsurance Ceded __________ _____________________
C. Reinstatements __________ _____________________
D. Revivals __________ _____________________
E. Increases (Net) __________ _____________________
F. Conversion In __________ _____________________
G. Transfers In __________ _____________________
H. Total Increases (B - G) __________ _____________________
I. Deaths __________ _____________________
J. Maturities __________ _____________________
K. Cancellations __________ _____________________
L. Expiries __________ _____________________
M. Surrenders __________ _____________________
N. Lapses __________ _____________________
O. Recaptures __________ _____________________
P. Other Decreases (Net) __________ _____________________
Q. Reductions __________ _____________________
R. Conversions Out __________ _____________________
S. Transfers Out __________ _____________________
T. Total Decreases (I - S) __________ _____________________
U. Current In Force ___/___/___ __________ _____________________
(A + H - T)

SCHEDULE C, CONTINUED

SAMPLE

RESERVE CREDIT SUMMARY

TYPE OF REINSURANCE:

Yearly Renewable Term ____________________________
Coinsurance ____________________________
Modified Coinsurance ____________________________
Other ____________________________

VALUATION DATE: __________

TYPE OF RESERVES:

Statutory ____________________________
GAAP ____________________________
Tax ____________________________

ISSUE
VALUATION BASIS YEAR IN FORCE IN FORCE RESERVE
MORTALITY INTEREST VALUATION RANGE COUNT AMOUNT CREDIT

A. Life Insurance _________ _________ _________ _________ _________ _________ _________
_________ _________ _________ _________ _________ _________ _________
B. Accidental
Death Benefit _________ _________ _________ _________ _________ _________ _________
C. Disability
Active Lives _________ _________ _________ _________ _________ _________ _________
D. Disability
Disabled Lives _________ _________ _________ _________ _________ _________ _________
E. Other
Please Explain _________ _________ _________ _________ _________ _________ _________

GRAND TOTAL: _________

SCHEDULE C, CONTINUED

SAMPLE

ACCOUNTING SUMMARY

TYPE OF REINSURANCE:

Yearly Renewable Term ____________________________
Coinsurance ____________________________
Modified Coinsurance ____________________________
Other ____________________________

VALUATION DATE: __________

LIFE WP AD TOTAL

Premiums
First Year ________ ________ ________ ________
Renewal ________ ________ ________ ________

Allowances
First Year ________ ________ ________ ________
Renewal ________ ________ ________ ________

Adjustments
First Year ________ ________ ________ ________
Renewal ________ ________ ________ ________

Net Due REINSURER
First Year ________ ________ ________ ________
Renewal ________ ________ ________ ________

TOTAL DUE ________ ________ ________ ________

(The above information should be a summary of the detailed
information provided to the Reinsurer.)

SCHEDULE D
FACULTATIVE FORMS

(See attached sample forms.)

Application for Reinsurance
Notification of Reinsurance

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Table of Contents

Exhibit g 2 AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM REINSURANCE AGREEMENT Effective January 1, 2002

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