Exhibit (g)(2) Reinsurance Agreement: Munich American Reassurance Company, June 1, 2000

Exhibit (g)(2)

Reinsurance Agreement: Munich American Reassurance Company, June 1, 2000

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE INFORMATION IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMITTED INFORMATION IS INDICATED BY [*].

Novation to Reinsurance Agreement

WHEREAS, Ameritas Variable Life Insurance Company ("AVLIC") and Munich American Reassurance Company ("Reinsurer"), are parties to a reinsurance agreement ("Reinsurance Agreement"), whereby Reinsurer reinsures AVLIC in accordance with the terms of the Reinsurance Agreement, which is identified on Exhibit "A", attached hereto and incorporated herein; and

WHEREAS, AVLIC is merging into its parent, Ameritas Life Insurance Corp. ("Ameritas") with Ameritas as the surviving company and with the closing of the merger (the "Merger") scheduled to occur after the close of business on April 30, 2007;

It is therefore agreed:

1. Substitution of Party-The Reinsurance Agreement is amended to provide for Ameritas to act as the reinsured party in substitution of AVLIC.

2. Performance of Duties, Assumption of Rights - Ameritas hereby assumes and agrees to perform the duties previously performed by AVLIC under the Reinsurance Agreement and hereby assumes the rights previously held by AVLIC under the Reinsurance Agreement. Munich American Reassurance Company hereby accepts Ameritas' agreement and assumption of such duties and rights and accepts the

substitution of Ameritas for AVLIC under the Reinsurance Agreement.

3. Effective Date - This Novation shall take effect as of the actual closing date of the Merger, and such effectiveness is conditioned upon the closing of the Merger. Ameritas will notify the other parties hereto of any change in the scheduled closing date and of the actual closing date.

In witness whereof the parties have signed this instrument.

Executed this 9^th day of April, 2007.

Ameritas Variable Life Insurance Company

/s/ [*]

Ameritas Life Insurance Corp.

/s/ [*]

Munich American Reassurance Company

/s/ [*]

EXHIBIT A
Cedant	Reinsurer	Reinsurance Agreement Number	Effective Date
Ameritas Variable Life Insurance Company	Munich American Reassurance Company	N/A	June 1, 2000

Amendment 6

To the Yearly Renewable Term Reinsurance Agreement effective June 1, 2000 between

AMERIT AS VARIABLE LIFE INSURANCE COMPANY of Lincoln, Nebraska and

MUNICH AMERICAN REASSURANCE COMPANY of Atlanta, Georgia.

Effective June 1, 2000, the Retention section of the LIFE BENEFITS SCHEDULE is changed to reflect Ameritas Variable's retention of [*] on each policies net amount at risk not to exceed the retention limits stated in the LIFE BENEFITS SCHEDULE.

All other provisions of the Reinsurance Agreement will continue unchanged. Made in duplicate and executed by both parties.

Ameritas Variable Life Insurance Company

/s/ [*]

Munich American Reassurance Company

/s/ [*]

Amendment 5

To the Yearly Renewable Term Reinsurance Agreement effective June 1, 2000 between AMERITAS VARIABLE LIFE INSURANCE COMPANY of Lincoln, Nebraska and MUNICH AMERICAN REASSURANCE COMPANY of Atlanta, Georgia.

Effective January 1, 2003, the LIFE BENEFITS SCHEDULE is expanded to add reinsurance coverage for:

VIVA Variable Universal Life 4024

Term Coverage Rider 4093

All other provisions of the Reinsurance Agreement will continue unchanged. Made in duplicate and executed by both parties.

Ameritas Variable Life Insurance Company

/s/ [*]

Munich American Reassurance Company

/s/ [*]

Novation Agreement

This Novation Agreement is made effective as of January 1, 2002 among Munich American Reassurance Company of Atlanta, Georgia (hereafter referred to as "MARC"), Ameritas Variable Life Insurance Company (hereafter referred to as the Ceding Company") and Continental Assurance Company of Chicago, Illinois (hereafter referred to as "Continental").

Whereas Continental, as a result of the sale of its Life Reinsurance Strategic Business Unit, wishes to transfer and assign the reinsurance contracts and treaties listed in Schedule A attached hereto (collectively, the "Reinsurance Agreements") as of the Effective Date and all of Continental's rights, duties, obligations and liabilities under each of the Reinsurance Agreements to MARC in order that Continental will be relieved of all of its rights, duties, obligations and liabilities under the Reinsurance Agreements; and

Whereas the Ceding Company wishes to consent and agree to such transfer and assignment.

Now therefore in Consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

Continental hereby transfers and assigns, as of the Effective Date, each of the Reinsurance Agreements and all of Continental's rights, duties, obligations and liabilities thereunder to MARC.

MARC hereby accepts such transfer and assignment and agrees with each of Continental and the Ceding Company that MARC shall be bound by all of the terms and conditions of the Reinsurance Agreements, shall enjoy all of Continental's rights under and shall perform all of Continental's duties, obligations and liabilities under the Reinsurance Agreements to the same extent as if MARC had been the original party to the Reinsurance Agreements instead of Continental.

The Ceding Company

consents to the transfer and assignment of the Reinsurance Agreements and all of Continental's rights, duties, obligations and liabilities thereunder from Continental to MARC, agrees that MARC shall enjoy and shall be entitled to enforce all of Continental's rights under the Reinsurance Agreements and agrees that all of Continental's duties, obligations and liabilities under the Reinsurance Agreements shall be performed by MARC as if MARC had been the original party to the Reinsurance Agreements instead of Continental; and

releases and forever discharges Continental from the observance and performance of any of the terms and conditions of the Reinsurance Agreements and all of Continental's duties, obligations and liabilities under the Reinsurance Agreements and from all claims, demands, actions and causes of action which the Ceding Company ever had, now has or may hereafter have against Continental in any way arising out of, resulting from or related to the Reinsurance Agreements or the transfer and assignment referenced herein.

MARC and the Ceding Company hereby ratify and confirm the Reinsurance Agreements as agreements solely between them and agree that the Reinsurance Agreements shall continue between them unaltered and in full force and effect in accordance with its terms and conditions.

Each party agrees to do all things necessary to give full effect to this Novation Agreement.

This Novation Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF the parties have executed this Novation Agreement as of January 1, 2002.

Ameritas Variable Life Insurance Company

/s/ [*]

Continental Assurance Company

/s/ [*]

Munich American Reassurance Company

/s/ [*]

Amendment 4

Effective September 1, 2001 the LIFE BENEFITS SCHEDULE is expanded to add reinsurance coverage for:

OVATION Variable Universal Life 4022

Term Coverage Rider TRC 4902

Term Rider for Covered Insured TRCI 4099

All other provisions of the Reinsurance Agreement will continue unchanged.

Made in duplicate and executed by both parties.

Ameritas Variable Life Insurance Company

/s/ [*]

Munich American Reassurance Company

/s/ [*]

Amendment 3

To the Yearly Renewable Tern Reinsurance Agreement effective June 1, 2000 between

AMERITAS VARIABLE LIFE INSURANCE COMPANY of Lincoln, Nebraska and MUNICH

AMERICAN REASSURANCE COMPANY of Atlanta, Georgia.

Effective June 1, 2001, the Premium Schedule of the Agreement is replaced by the Premium Schedule attached.

All other provisions of the Reinsurance Agreement will continue unchanged.

Made in duplicate and executed by both parties.

Ameritas Variable Life Insurance Company

/s/ [*]

Munich American Reassurance Company

/s/ [*]

Amendment 2

To the Yearly Renewable Term Reinsurance Agreement effective June 1, 2000 between AMERITAS VARIABLE LIFE INSURANCE COMPANY of Lincoln, Nebraska and CONTINENT AL ASSURANCE COMPANY of Chicago, Illinois.

Effective May 1, 2001 the LIFE BENEFITS SCHEDULE is expanded to add reinsurance coverage for the Legacy Asset Rider. The Premium Schedule is expanded to include Legacy Asset Rider Premium Rates.

All other provisions of the Reinsurance Agreement will continue unchanged.

Made in duplicate and executed by both parties.

Ameritas Variable Life Insurance Company

/s/ [*]

Continental Assurance Company

/s/ [*]

Amendment 1

To the Yearly Renewable Term Reinsurance Agreement effective June l, 2000 between AMERIT AS VARIABLE LIFE INSURANCE COMPANY of Lincoln, Nebraska and CONTINENT AL ASSURANCE COMPANY of Chicago, Illinois.

Effective June 1, 2000 the LIFE BENEFITS SCHEDULE is expanded to add reinsurance coverage for the following:

Covered Insured Rider CI-45

Disability Benefit Rider XXX-0000

Xxxxxx of Monthly Deductions on Disability

All other provisions of the Reinsurance Agreement will continue unchanged.

Made in duplicate and executed by both parties.

Ameritas Variable Life Insurance Company

/s/ [*]

Continental Assurance Company

/s/ [*]

YEARLY RENEWABLE TERM REINSURANCE AGREEMENT

Effective as of June 1, 2000, Between

AMERITAS VARIABLE LIFE INSURANCE COMPANY

Lincoln, Nebraska,

Referred to in this Agreement as "Ameritas Variable," and

CONTINENTAL ASSURANCE COMPANY

CHICAGO, ILLINOIS

Referred to in this Agreement as "CONTINENTAL."

TABLE OF CONTENTS

Reinsurance Coverage 3

Automatic Reinsurance 3

Facultative Reinsurance 4

Continuations 5

Terms of Reinsurance 6

Payments by Ameritas Variable 6

Payments by Continental 8

Reinsurance Administration 8

Settlement of Claims 8

Reinstatements and Restorations 10

Reductions in Insurance 10

Increases in Policy Net Amount at Risk 11

Changes in Retention 11

Assignment of Reinsurance 12

Material Changes 12

Errors 13

Audits of Records and Procedures 13

Arbitration 13

Insolvency of Ameritas Variable 14

Insolvency of Continental 14

Offset 15

Parties to the Agreement 15

Commencement and Termination 15

Entire Agreement 16

Deferred Acquisition Cost Tax Election 16

Definitions 16

Execution 20

LIFE BENEFITS SCHEDULE 21

ADMINISTRATION SCHEDULE 23

PREMIUM SCHEDULE 29

ARBITRATION SCHEDULE 31

WAIVER OF PREMIUM BENEFIT ADDENDUM 33

PREMIUM RECEIPT ADDENDUM 35

LEAD CLAIMS REINSURER ADDENDUM 36

Reinsurance Coverage

Ameritas Variable agrees to cede; and Continental agrees to accept, reinsurance of the Policies specified in the Life Benefits Schedule. (The term "Policies" and certain other terms used in this Agreement are defined in the "Definitions" article.)

The death benefits provided by the Policies are reinsured. Supplemental benefits are reinsured if and as specified in applicable Addenda.

Ameritas Variable agrees to either

(1)

cede reinsurance of a Policy to Continental as Automatic Reinsurance·

(2)

submit the Policy to Continental for consideration as Facultative Reinsurance; or

(3)

cede reinsurance of a Policy as a Continuation.

Automatic Reinsurance

Ameritas Variable agrees to cede the Reinsurance Amount of a Policy as Automatic Reinsurance if the following conditions are met:

(1)

It retains its Retention on the insured life when the Policy is issued;

(2)

It underwrites and issues the Policy in accordance with its normal individual life insurance underwriting rules and practices previously disclosed to Continental;

(3)

The sum of (a) and (b) does not exceed the sum of its Retention and the Automatic Limit, where

(a)

equals [*] and

(b)

equals [*];

(4)

The sum of (a) and (b) does not exceed the Participation Limit, where

(a)

equals [*]; and

(b)

equals [*];

(5)

It has not submitted a Facultative application to Continental

or an other insurance or reinsurance company for reinsurance of the current application; and

(6)

The Policy is not a Continuation.

(7)

Business written in the U.S. or Canada on permanent residents of the U.S. or Canada.

Policies issued pursuant to any special underwriting program adopted by Ameritas Variable may be ceded as Automatic Reinsurance only with Continental's consent to reinsure such Policies.

A Policy shall not be ceded as Automatic Reinsurance if the Reinsurance Amount of the Policy is less than the minimum cession amount specified in the Administration Schedule.

Facultative Reinsurance

Ameritas Variable may submit Policies not satisfying the conditions for Automatic Reinsurance, and Policies which it does not wish to cede a Automatic Reinsurance, for consideration by Continental as Facultative Reinsurance. Ameritas Variable may also submit for consideration as Facultative Reinsurance any individual life insurance issued on a Policy form that is not specified in the Life Benefits Schedule provided reinsurance terms and conditions are established and agreed upon by means of the Facultative Reinsurance application process.

An application for Facultative Reinsurance shall be made in the manner set forth in the Administration Schedule. Copies of all information which Ameritas Variable has pertaining to the insurability of the proposed insured, including written summaries of any such information which cannot be copied, shall accompany the application.

Upon receipt of an application Continental agrees to promptly examine the underwriting information and communicate

(1)

an offer to reinsure the Policy as applied for;

(2)

an offer to reinsure the Policy other than as applied for;

(3)

an offer to reinsure the Policy subject to the satisfaction of additional underwriting requirements;

(4)

a request for additional underwriting information; or

(4) its unwillingness to make an offer to reinsure the Policy.

To accept an offer to reinsure made by Continental, Ameritas Variable agrees to

(I) satisfy any conditions stated in the offer to reinsure; and

(2) follow the procedure for placing reinsurance into effect as specified in the Administration schedule.

E. Ameritas Variable agrees to inform Continental immediately of any additional information pertaining to the insurability of a proposed insured which is brought to Ameritas Variable' attention before the completion of the procedures for accepting Continental's offer to reinsure. Upon its receipt of such information, Continental may withdraw or modify its earlier offer to reinsure.

F. The terms of an offer to reinsure shall supercede the terms of this Agreement to the extent of any conflicts between the parties. Otherwise, reinsurance of a Policy ceded as Facultative Reinsurance shall be in accordance with the terms of this Agreement.

Continuations

If Ameritas Variable issues a Continuation of a Policy within its normal continuation rules and practices, it agrees to reinsure the Continuation with Continental. Reinsurance shall continue

(1)

under the reinsurance agreement between Ameritas Variable and Continental which provides reinsurance of the Policy form of the Continuation; or

(2)

under this Agreement if there is no such agreement.

A policy which is a Continuation of a policy that was not previously reinsured with Continental may only be reinsured under this Agreement with the written consent of Continental and the original reinsurer.

If the original Policy was ceded to Continental as Facultative Reinsurance and Ameritas Variable approves an increase in the face amount of the Continuation based upon receipt of any new information pertaining to the insurability of the proposed insured Ameritas Variable agrees to submit the Continuation to Continental for consideration as Facultative Reinsurance. In such case, Continental shall only be bound to reinsure the Continuation in accordance with its offer to reinsure the Continuation.

Reinsurance at issue of the Continuation shall not exceed the Reinsured Net Amount at Risk of the original Policy immediately prior to the issuance of the Continuation.

Premiums payable for reinsurance of a Continuation shall be calculated using the rate schedule applicable to the Policy form of the Continuation as specified in the Premium Schedule on a point-in-scale basis. If there is no rate schedule applicable to the Policy form of the Continuation, reinsurance premiums shall be

payable using the rate schedule applicable to the original Policy on a point-in-scale basis.

If the Continuation results in a change in the life status of the

insured risk from a single-insured plan to a joint- or multiple- insured plan, Continental must consent to the Continuation.

Terms of Reinsurance

The plan of reinsurance shall be yearly renewable term reinsurance of the Reinsured Net Amount at Risk of a Policy.

Reinsurance of a Policy shall commence on the Policy date, except

(1)

in the case of Facultative Reinsurance, reinsurance shall commence on the Policy date only if Continental's offer to reinsure is the best offer of reinsurance received by Ameritas Variable as determined by Ameritas Variable' published reinsurance placement rules in effect as of such date; and

(2)

if a premium receipt is issued by Ameritas Variable in connection with an application for the Policy, reinsurance shall commence prior to the Policy date only if and as specified in a Premium Receipt Addendum .

Ameritas Variable agrees not to use Continental's name in connection with the sale of the Policies.

In no event shall reinsurance under this Agreement be in force with respect to a Policy unless the issuance and delivery of the Policy is in compliance with the laws of all applicable jurisdictions and Ameritas Variable corporate charter.

Ameritas Variable agrees to maintain reinsurance of a Policy in force in accordance with the terms of this Agreement for as long as its Policy remains in force.

Payments by Ameritas Variable

Ameritas Variable agrees to pay Continental premiums for reinsurance of a Policy equal to the appropriate rate specified in the Premium Schedule times the Reinsured Net Amount at Risk of the Policy.

The Premium Schedule specifies other monetary amounts which Ameritas Variable agrees to take into account when calculating the amount due Continental.

Reinsurance premiums shall be due and payable as specified in the Administration Schedule.

The payment of reinsurance premiums shall be a condition precedent to the liability of Continental under this Agreement. If reinsurance premiums are not paid when due, Continental may give Ameritas Variable thirty (30) days' written notice of its intent to terminate reinsurance because of Ameritas Variable failure to pay reinsurance premiums. Reinsurance of all Policies having reinsurance premiums in arrears shall terminate as of the date to which reinsurance premiums had previously been paid unless all premiums in arrears are paid before the end of the thirty (30) day notice period. If reinsurance on any Policy terminates because of Ameritas Variable failure to pay reinsurance premiums, reinsurance of Policies with premiums subsequently becoming due shall automatically terminate as of the date on which new reinsurance premiums become due

So that Continental need not maintain deficiency reserves in connection with reinsurance premiums payable pursuant to this Agreement, the premium rates specified in the Premium Schedule shall only be guaranteed for[*]. Nevertheless, Continental shall anticipate continuing to accept reinsurance on the basis of such rates for all Policies originally ceded pursuant to such rates.

For the reinsurance of new business, Continental may change the reinsurance premium rates following a ninety (90) day prior written notice. For the reinsurance of in force business, Continental may increase the reinsurance premium rates regardless of whether or not Ameritas Variable increases its rates charged the policyholder. The maximum reinsurance premium rates shall be the greater of

(1)

the statutory valuation premiums for yearly renewable term insurance at the maximum interest rates and minimum mortality rates for each year of issue; or

(2)

the then current reinsurance premium rates. Any increases in the reinsurance premium rates shall apply as of the same date Ameritas Variable increases its rates charged its policyholders. Ameritas Variable may immediately recapture all of the Policies for which the overall percentage increase in reinsurance premium rates is greater than the overall percentage increase in the rates charged the policyholder. Ameritas Variable agrees to give Continental prior written notice of any intent to increase its rates charged the policyholder for new or existing business.

Payments by Continental

Continental agrees to pay Ameritas Variable the Reinsured Net Amount at Risk of any claim paid by Ameritas Variable pursuant to a Policy in accordance with the "Settlement of Claims" article.

Continental agrees to pay the Claims Ratio of any expenses incurred in connection with Policy claims except as set forth in the "Settlement of Claims" article.

The Premium Schedule specifies other monetary amounts that Continental agrees to pay Ameritas Variable pursuant to this Agreement.

Reinsurance Administration

The methods for placing reinsurance into effect, for paying reinsurance premiums, and for notifying Continental of Policy lapses, reinstatements, reductions, Continuations, increases in the Reinsured Net Amount at Risk; and of other changes affecting reinsurance shall be specified in the Administration Schedule.

Settlement of Claims

Reinsurers share the liability for each Policy but one reinsurer shall be designated "Lead Claims Reinsurer." The Lead Claims Reinsurer is specified in the "Definitions" article. The duties, rights and obligations of the Lead Claims Reinsurer are more fully defined in the Lead Claims Reinsurer Addendum.

Ameritas Variable agrees to give Continental prompt written notice of its receipt of any claim on a Policy and to keep the Lead Claims Reinsurer informed of any legal proceedings or settlement negotiations in connection with a claim. Copies of written materials relating to such claim, legal proceedings or negotiation shall be furnished to the Lead Claims Reinsurer upon request.

Ameritas Variable agrees to act in accord with its standard practices applicable to all claims in enforcing the terms and conditions of the Policies and with respect to the administration, negotiation, payment, denial or settlement of any claim or legal proceeding.

Continental agrees to accept the good faith decision of Ameritas Variable in payment or settlement of any claim for which Continental has received the required notice. Continental agrees to pay Ameritas Variable the Reinsured Net Amount at Risk on which reinsurance premiums have been computed upon receiving proper evidence that Ameritas Variable has paid a Policy claim. Payment of the Reinsured Net Amount at Risk on account of death shall be made in one (1) lump sum.

Continental's liability shall include indemnification of the Claims Ratio of any expenses incurred by Ameritas Variable in defending or investigating a Policy claim with the exception of

(1)

salaries of employees or other internal expenses of Ameritas Variable;

(2)

routine investigative or administrative expenses;

(3)

expenses incurred in connection with a dispute arising out of conflicting claims of entitlement to proceeds of a Policy that Ameritas Variable admits are payable;

(4)

any gratuitous payments made by Ameritas Variable; and

(5)

any punitive damages awarded against Ameritas Variable, and expenses incurred in connection with such damages, that are based on the acts or omissions of Ameritas Variable or its agents.

Continental agrees to hold Ameritas Variable harmless from certain expenses and liabilities that result from Continental's own acts or omissions as provided in this article. For this purpose, Continental agrees to indemnify Ameritas Variable for Continental's equitable share of those punitive and exemplary damages awarded against Ameritas Variable, and expenses incurred in connection claim for such damages, if

(1)

Continental actively participated in the acts or omissions, including the decision to deny a claim for Policy benefits; and

(2)

those acts or omissions serve as a material basis the punitive or exemplary damages. Continental's equitable share shall be determined by an assessment of Continental's participation in the particular case.

If Ameritas Variable should contest or compromise any claim and the amount of Ameritas Variable liability is thereby reduced by Continental's liability shall be reduced by the Claims Ratio of the reduction.

If Ameritas Variable should recover monies from any third party in connection with or arising out of any Policy, Ameritas Variable agrees to pay Continental the Claims Ratio of the recovery.

If the amount of insurance provided by a Policy is increased or reduced because of a misstatement of age or sex, Continental's liability shall be increased or reduced by the Claims Ratio of the amount of the increase or reduction.

If Ameritas Variable pays interest on a claim, Continental agrees to pay the interest on the Reinsured Net Amount at Risk computed at the same rate and for the same period as that paid by - Ameritas Variable, but in no event later than the date the claim is finally adjudicated by Ameritas Variable.

If Ameritas Variable is required to pay penalties and interest imposed automatically by statute, Continental shall indemnify Ameritas Variable for the claims Ratio of such penalties and interest.

Reinstatements and Restorations

If Ameritas Variable reinstates a lapsed Policy in accordance with the terms of the Policy and Ameritas Variable underwriting rules and practices, Continental agrees to reinstate reinsurance of the Policy automatically unless Continental's offer to reinsure the Policy specifies that reinsurance of the Policy may only be reinstated as Facultative Reinsurance.

If Ameritas Variable reinstates or restores a Policy pursuant to any state law or regulations that require such reinstatements or restorations of the Policy following a "free look" period of a proposed replacement policy that is rejected by the insured, Continental agrees to restore reinsurance of the Policy under its original terms and conditions as set forth herein. Ameritas Variable shall follow its reinstatement procedures and rules to the extent that such procedures and rules do not conflict with the applicable state law or regulations requiring reinstatement or restoration. All of the foregoing shall apply to Automatic Reinsurance or Facultative Reinsurance, as applicable.

If Ameritas Variable collects premiums in arrears from the policyholder of a reinstated or restored Policy, it agrees to pay Continental all corresponding reinsurance premiums in arrears in connection with the reinstatement, plus Continental's Proportionate Share of any interest received by Ameritas Variable in connection with the reinstatement or restoration.

Reductions in Insurance

If individual life insurance on a life reinsured under this Agreement terminates, the Reinsurance Amount shall be reduced as specified in the Administration Schedule.

Increases in Policy Net Amount of Risk

If the Policy Net Amount at Risk on a Policy increases and the increase is subject to Ameritas Variable underwriting approval, the Reinsured Net Amount at Risk of the Policy shall only increase if the conditions of either the "Automatic Reinsurance" or "Facultative Reinsurance" articles are satisfied.

If the Policy Net Amount at Risk on a Policy increases causing the Reinsured Net Amount at Risk to exceed the Reinsurance Amount, and the increase is not subject to Ameritas Variable underwriting approval, Continental agrees to accept a portion of such increases only if and as specified in an Increasing Policy Addendum.

Changes in Retention

If Ameritas Variable increases its Retention on new Policies, it agrees to notify Continental in writing within sixty (60) days of such increase. The notice shall specify the new Retention and the effective date thereof.

Whenever Ameritas Variable increases its Retention on new Policies, it also agrees to indicate in its notice whether it wishes to

(1)

continue its previous Retention on in force Policies; or

(2)

increase its Retention on in force Policies and recapture reinsurance.

If Ameritas Variable elects (2), Ameritas Variable new Retention on an in force Policy shall be calculated using [*].

If Ameritas Variable elects to increase its Retention on in force Policies pursuant to paragraph B, its new Retention for such Policies shall become effective on the later of

(1) the reinsurance renewal date of the Policy first following the effective date of its new Retention for new Policies; and

(2)

the Policy anniversary date specified in the Administration Schedule.

If Ameritas Variable fails to initiate recapture of reinsurance within [*] days of when the first of its Policies becomes eligible for recapture, its election to recapture reinsurance, as of the date of the Retention change, shall be considered waived. This does not preclude Ameritas Variable from increasing its Retention on existing reinsurance at a later date.

If an in force Policy is subject to a waiver of premium claim on the date the Policy qualifies for a new Retention, the new Retention shall nonetheless become effective on such' date for purposes of life reinsurance.

Ameritas Variable may only elect to increase its Retention on in force Policies if

(1)

it maintained a Retention greater than zero dollars ($0) at the time the Policy was issued and retained its Retention at such time;

(2)

it increases its Retention on all eligible in force Policies; and

(3)

it retains the Reinsurance recaptured from Continental at its own risk without benefit of any proportional or nonproportional reinsurance other than catastrophe accident reinsurance.

Notwithstanding the preceding,

(1)

the recapture of the Reinsurance Amount shall be limited to Continental 's portion of all reinsurance ceded by Ameritas Variable on the Policy; and

(2)

if Ameritas Variable gives notice of its intent to increase its Retention on in force Policies within [*] following a merger with another Reinsurance company or the date it accepts the Policies by means of an assignment, the new Retention applicable to such Policies shall be limited to [*] of the original reinsured's pre- merger or pre-assignment Retention.

For purposes of this article, Continuations shall be considered issued on the issue date of the original Policy.

Assignment of Reinsurance

If Ameritas Variable sells, assumption reinsures or otherwise transfers the Policies to another insurer, it agrees to require that the other insurer assume all rights and obligations of Ameritas Variable under this Agreement.

Continental may object to any such transfer that would result in a material adverse economic impact to Continental. If Continental so objects, Ameritas Variable and Continental agree to mutually calculate a termination charge that shall be paid by Ameritas Variable to Continental upon the transfer, and this Agreement shall be terminated with respect to all Policies transferred by Ameritas Variable.

Material Changes

Ameritas Variable agrees to notify Continental in writing of any anticipated Material Change in any terms or conditions of the Policies, in Ameritas Variable underwriting rules and practices applicable to the Policies or in Ameritas Variable claims practices and procedures.

In the event of a Material Change to the Policies, to Ameritas Variable underwriting rules and practices or to its claims practices and procedures, Continental may at its option

(1)

continue to reinsure the Policies under current terms;

(2)

reinsure Policies under modified terms to reflect the Material Change; or

(3)

consider future Policies as issued in a Policy form that is not reinsured under this Agreement.

Errors

Any Error by either Ameritas Variable or Continental in the administration of reinsurance under this Agreement shall be corrected by restoring both Ameritas Variable and Continental to the positions they would have occupied had no Error occurred. Any monetary adjustments made between Ameritas Variable and Continental to correct an Error shall be without interest.

When a party claims that an Error should be corrected pursuant to paragraph A, that party agrees to investigate whether other instances of the Error have also occurred and agrees to report its findings to the other party.

Audits of Records and Procedures

Continental or Ameritas Variable may audit, at any reasonable time and at its own expense, all records and procedures relating to reinsurance under this Agreement. The party being audited agrees to cooperate in the audit, including providing any information requested by the other in advance of the audit.

Upon request, Ameritas Variable agrees to furnish Continental with copies of any underwriting information in Ameritas Variable files pertaining to a Policy.

Arbitration

If Ameritas Variable and Continental cannot mutually resolve a dispute that arises out of or relates to this Agreement, the dispute shall be decided through arbitration as specified in the Arbitration Schedule. The arbitrators shall base their decision on the terms and conditions of this Agreement plus, as necessary, on the customs and practices of the insurance and reinsurance industry rather than solely on a strict interpretation of applicable law. There shall be no appeal from their decision, except that either party may petition a court having jurisdiction over the parties and the subject matter to reduce the arbitrators' decision to judgement,

The parties intend this article to be enforceable in accordance with the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), including any amendments to that Act which are subsequently adopted.

If either party refuses to submit to arbitration as required by paragraph A, the other party may request a United States Federal District Court to compel arbitration in accordance with the Federal Arbitration Act. Both parties consent to the jurisdiction of such court to enforce this article and to confirm and enforce the performance of any award of the arbitrators.

Insolvency of Ameritas Variable

In the event of the insolvency of Ameritas Variable and the appointment of a conservator, liquidator or statutory successor of Ameritas Variable, reinsurance shall be payable to such conservator, liquidator or statutory successor on the basis of claims allowed against Ameritas Variable by any court of competent jurisdiction or by the conservator, liquidator or statutory successor of Ameritas Variable without diminution because of the insolvency of Ameritas Variable or because such conservator, liquidator or statutory successor has failed to pay all or a portion of any claims.

In the event of the insolvency of Ameritas Variable, the conservator, liquidator or other statutory successor of Ameritas Variable agrees to give Continental 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, Continental may investigate the claim and interpose in the proceeding where such claim is to be adjudicated in the name of Ameritas Variable (its conservator, liquidator or statutory successor), but at its own expense, any defense or defenses which Continental may deem available to Ameritas Variable or its conservator, liquidator or statutory successor.

A percentage (calculated as [*]) of the expense thus incurred by Continental shall be charged, subject to court approval, against Ameritas Variable as part of the expense of liquidation.

INsolvency of Continental

In the event of the insolvency of Continental as determined by the Illinois Department of Insurance, all reinsurance ceded under this Agreement may be terminated by Ameritas Variable as of the date Continental fails to meet its obligations under this Agreement.

If Ameritas Variable elects to terminate reinsurance, it shall pay Continental an early termination charge as negotiated between Ameritas Variable and Continental at the time of termination.

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, Ameritas Variable or Continental with respect to this Agreement or any other reinsurance agreement between the parties, shall be offset and only the balance allowed or paid. If either Ameritas Variable or Continental then under formal insolvency proceedings, this right of offset shall be subject to the laws of the state exercising primary jurisdiction over such proceedings.

Parties to the Agreement

This is an Agreement for indemnity reinsurance solely between Ameritas Variable and Continental. The acceptance of reinsurance under this Agreement shall not create any right or legal relation whatever between Continental and an insured, policyholder, beneficiary or any other party to or under any Policy.

Commencement and Termination

This Agreement shall be effective as of the date set forth on the cover page, except that Ameritas Variable may issue a Policy dated as much as [*] months prior to the Effective Date in order to save age of the applicant.

Either Ameritas Variable or Continental may terminate this Agreement for new reinsurance by giving ninety (90) days' written notice to the other party. In such case, Ameritas Variable agrees to continue to cede, and Continental agrees to continue to accept, reinsurance in accordance with this Agreement of Policies issued prior to the expiration of the ninety (90) day period. All reinsurance that has been placed in effect prior to such date shall remain in effect in accordance with the terms of this Agreement, until the earlier of

(1)

the termination or expiration of the Policy; and

(2)

the termination of this Agreement pursuant to paragraphs C or D below.

Reinsurance of a Policy shall terminate as of the reinsurance premium renewal date on which the Reinsured Net Amount at Risk for such Policy is less than the automatic termination amount specified in the Administration Schedule, provided the reinsurance has been in force for the period specified in the Administration Schedule.

Continental may terminate all reinsurance under this Agreement in accordance with paragraph D of the "Payments by Ameritas Variable" article if Ameritas Variable fails to pay reinsurance premiums when due.

Entire Agreement

This Agreement represents the entire agreement between Ameritas Variable and Continental and supercedes any prior oral or written agreements between the parties regarding its subject matter.

No modification of this Agreement shall be effective unless set forth in a written amendment executed by both parties.

A waiver of a right created by this Agreement shall constitute a waiver only with respect to the particular circumstance for which it is given and not a waiver in any future circumstance.

Deferred Acquisition Cost Tax Election

Continental and Ameritas Variable each acknowledge that it is subject to taxation under Subchapter "L" of the Internal Revenue Code of 1986 (the "Code").

Definitions

With respect to this Agreement, Continental and Ameritas Variable agree to the following pursuant to Section l .848-2(g)(8) of the Income Tax Regulations issued December 1992, whereby

(1)

each party agrees to attach a schedule to its federal income tax return which identifies this Agreement for which the joint election under the Regulation has been made;

(2)

the party with net positive consideration, as defined in the Regulation promulgated under Code Section 848, for this Agreement for each taxable year, agrees to capitalize specified Policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(l);

(3)

each party agrees to exchange information pertaining to the

amount of net consideration under this Agreement each year to' ensure consistency; and

(4)

this election shall be effective for the year that this Agreement was entered into and for all subsequent years that this Agreement remains in effect.

Automatic Limit - the amount specified in the Life Benefits Schedule used to calculate the maximum Reinsurance Amount that may be ceded as Automatic Reinsurance.

Automatic Reinsurance - reinsurance satisfying certain conditions relating to the reinsurance as specified in the Agreement that is ceded to Continental without obtaining a specific offer to reinsure from Continental

Claims Ratio -the Reinsured Net Amount at Risk on which reinsurance premiums have been computed divided by the Policy Net Amount at Risk calculated as of the date of the last premium payment.

Continuation - a new Policy replacing a Policy or a change in an existing Policy issued or made either

(1)

in compliance with the terms of the Policy; or

(2)

without

(a)

the same new underwriting information Ameritas Variable would obtain in the absence of the Policy;

(b)

a suicide exclusion or contestable period as long as those contained in other new issues of Policies; or

(c)

the payment of the same commissions in the first year that Ameritas Variable would have paid in the absence of the original Policy.

Effective Date - the date specified on the cover page on which this Agreement becomes binding on Ameritas Variable and Continental.

Error - any isolated deviation from the terms of this Agreement resulting from the act or omission of an employee of either Ameritas Variable or Continental whose principal function relates to the administration of reinsurance, whether such deviation results from inadvertence or a mistake in judgment. “Error” shall not include any failure to comply with the terms of an offer of Facultative Reinsurance or any, negligent or deliberate deviation from the terms of this Agreement.

Facultative Reinsurance - reinsurance that is ceded to Continental only after Ameritas Variable has obtained and accepted a specific offer to reinsure made by Continental. Such reinsurance may be ceded to Continental only upon the terms specified by Continental in its offer to reinsure and the terms of this Agreement that do not conflict with the specific offer to reinsure.

Lead Claims Reinsurer - the reinsurer designated to review the claim file on behalf of Continental and act on behalf of (and bind) Continental for eligible claims on Policies. For purposes of this Agreement, the Lead Claims Reinsurer shall be RGA Reinsurance Company of Chesterfield, Missouri.

Continental's Proportionate Share - the Reinsurance Amount divided by the death benefit of a Policy as of the date of issue or as of the date of a subsequent change to the Policy that affects the Reinsurance Amount.

Material Change - a change that a prudent insurance or reinsurance executive would consider as likely to impact upon a party's financial experience under this Agreement.

Participation Limit - the amount specified in the Life Benefits Schedule used as a condition for ceding Automatic Reinsurance.

Policy - an individual life insurance contract issued by Ameritas Variable on any of the Policy forms specified in the Life Benefits Schedule. A "Policy" shall include any attached riders and endorsements specified in the Life Benefits Schedule or any Addendum to this Agreement.

Policy Net Amount at Risk - on the reinsurance premium renewal date, the death benefit of a Policy less [*].

Reinsurance Amount - the Policy death benefit at issue less any accumulative value, if applicable, less the Retention on the Policy times the percentage of Automatic Reinsurance ceded to Continental as specified in the Life Benefits Scheduler For Facultative Reinsurance, the "Reinsurance Amount" is that amount of the Policy death benefit at issue for which Ameritas Variable accepts Continental's offer to reinsure.

Reinsured Net Amount at Risk - the percentage of Automatic Reinsurance ceded to Continental as specified in the Life Benefits Schedule or the percentage ceded as modified pursuant to the Facultative Reinsurance process times the remainder of

(1)

the Policy Net Amount at Risk; less

(2)

the Retention on the Policy.

Retention - the amount specified in the Life Benefits Schedule that is held by Ameritas Variable at its own risk on a life without the benefit of proportional reinsurance. In calculating the Retention, the sum retained by Ameritas Variable on the life and in force as of the date of issue of the Policy shall be taken into account.

Ultimate Amount - the projected maximum Policy Net Amount at Risk that a Policy could achieve based on reasonable assumptions made about the operation of certain characteristics of the Policy form.

Execution

Ameritas Variable and Continental by their respective officers, executed this Agreement in duplicate on the dates shown below. As of the Effective Date, this Agreement consists of

•

this Yearly Renewable Term Reinsurance Agreement numbered 28;

•

a Life Benefits Schedule;

•

an Administration Schedule;

•

a Premium Schedule;

•

an Arbitration Schedule;

•

a Waiver of Premium Benefit Addendum;

•

a Premium Receipt Addendum; and

•

a Lead Claims Reinsurer Addendum

Ameritas Variable Life Insurance Company

/s/ [*]

Continental Assurance Company

/s/[*]

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Table of Contents

Exhibit (g)(2) Reinsurance Agreement: Munich American Reassurance Company, June 1, 2000

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