AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM REINSURANCE AGREEMENT EFFECTIVE January 18, 2005

AUTOMATIC AND FACULTATIVE
YEARLY RENEWABLE TERM REINSURANCE AGREEMENT

EFFECTIVE January 18, 2005

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
(hereinafter referred to as "THE COMPANY")

000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000-0000

And

SCOTTISH RE (U.S.), INC.
(hereinafter referred to as "THE REINSURER")

00000 Xxxxxxxxxx Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

Table of Contents

1. PARTIES TO THE AGREEMENT............................................................................... 4

2. EFFECTIVE DATE OF THE AGREEMENT........................................................................ 4

3. SCOPE OF THE AGREEMENT................................................................................. 4

4. DURATION OF THE AGREEMENT.............................................................................. 4

5. BASIS OF REINSURANCE................................................................................... 4

6. AUTOMATIC REINSURANCE TERMS............................................................................ 5
a. ......CONVENTIONAL UNDERWRITING........................................................................ 5
b. RESIDENCE AND TRAVEL............................................................................. 5
c. OCCUPATION....................................................................................... 5
d. AUTOMATIC ACCEPTANCE LIMIT....................................................................... 5
e. JUMBO LIMIT...................................................................................... 5
f. STACKING LIMIT................................................................................... 5
g. LOCATION LIMIT................................................................................... 5
h. PROJECTED NET AMOUNT AT RISK LIMIT............................................................... 5
i. MINIMUM NUMBER OF LIVES.......................................................................... 5
j. MAXIMUM ISSUE AGES............................................................................... 5
k. FOREIGN RESIDENTS................................................................................ 6
l. MINIMUM CESSION.................................................................................. 5
m. FACULTATIVE QUOTES............................................................................... 6

7. PORTIONS REINSURED AND RETAINED UNDER AUTOMATIC REINSURANCE...................................... 6

a. ......AUTOMATIC PORTION REINSURED...................................................................... 6
b. AUTOMATIC PORTION RETAINED....................................................................... 6

8. ......AUTOMATIC REINSURANCE NOTICE PROCEDURE........................................................... 6

9. ......FACULTATIVE REINSURANCE.......................................................................... 6

10.......COMMENCEMENT OF REINSURANCE COVERAGE............................................................. 7
a. AUTOMATIC REINSURANCE............................................................................ 7
b. FACULTATIVE REINSURANCE.......................................................................... 7
c. PRE-ISSUE COVERAGE............................................................................... 7

11. REINSURANCE PREMIUM RATES............................................................................ 8
a. ......LIFE REINSURANCE................................................................................. 8
b. RATES NOT GUARANTEED............................................................................. 8

12. PAYMENT OF REINSURANCE PREMIUMS...................................................................... 8
a........PREMIUM DUE...................................................................................... 8
b. FAILURE TO PAY PREMIUMS.......................................................................... 9
c. PREMIUM ADJUSTMENT............................................................................... 9

13. PREMIUM TAX REIMBURSEMENT............................................................................ 9

14. DAC TAX AGREEMENT.................................................................................... 9

15. REPORTS.............................................................................................. 10

16. RESERVES FOR REINSURANCE.............................................................................. 10

17. CLAIMS........................................................................................... 10
a. NOTICE........................................................................................... 10
b. AMOUNT AND PAYMENT OF BENEFITS................................................................... 11
c. CLAIM SETTLEMENTS................................................................................ 11
d. CLAIM EXPENSES................................................................................... 11
e. EXTRACONTRACTUAL DAMAGES......................................................................... 12

18.......MISREPRESENTATION, SUICIDE, AND MISSTATEMENT..................................................... 12

19. POLICY CHANGES....................................................................................... 12
a. NOTICE........................................................................................... 12
b. INCREASES........................................................................................ 12
c. REDUCTION OR TERMINATION......................................................................... 13
d. PLAN CHANGES..................................................................................... 13
e. OPTION TO EXCHANGE INSUREDS...................................................................... 13
f. ADD-ON LIVES..................................................................................... 13

20. RECAPTURE........................................................................................ 13

21.......REINSTATEMENTS................................................................................... 15
a. AUTOMATIC REINSTATEMENT.......................................................................... 15
b. FACULTATIVE REINSTATEMENT........................................................................ 15
c. PREMIUM ADJUSTMENT............................................................................... 15

22.......ERRORS AND OMISSIONS............................................................................. 15

INSOLVENCY................................................................................................ 16

24.......ARBITRATION...................................................................................... 17
a. GENERAL.......................................................................................... 17
b. NOTICE........................................................................................... 17
c. PROCEDURE........................................................................................ 17
d. COSTS............................................................................................ 17

25.......GOOD FAITH....................................................................................... 17

26.......REPRESENTATIONS AND WARRANTIES................................................................... 17

27.......CONFIDENTIALITY.................................................................................. 18

28.......MEDICAL INFORMATION BUREAU....................................................................... 19

29.......GOVERNING LAW.................................................................................... 19

ASSIGNMENT................................................................................................ 19

ACCESS TO RECORDS......................................................................................... 20

SEVERABILITY.............................................................................................. 20

OFFSET.................................................................................................... 20

RETROCESSION.............................................................................................. 20

NOTICES................................................................................................... 20

ATTACHMENTS:

SCHEDULE A - REINSURANCE COVERAGE

SCHEDULE B - AUTOMATIC AND FACULTATIVE REINSURANCE PREMIUMS

SCHEDULE C - REPORTING INFORMATION - INFORMATION ON RISKS REINSURED

SCHEDULE D - MONTHLY BILLING AND ACCOUNTING SUMMARY

SCHEDULE E - FACULTATIVE REINSURANCE APPLICATION

SCHEDULE F - FACULTATIVE REINSURANCE NOTIFICATION

SCHEDULE G - CARRIER FACT SHEET

AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM
REINSURANCE AGREEMENT

1. PARTIES TO THE AGREEMENT

This Agreement is solely between THE REINSURER and THE COMPANY, a life insurance company domiciled in New Jersey. There is
no third party beneficiary to this Agreement. Reinsurance under this Agreement will not create any right or legal
relationship between THE REINSURER and any other person, for example, any insured, policyowner, agent, beneficiary, or
assignee. THE COMPANY agrees that it will not make THE REINSURER a party to any litigation between any such third party and
THE COMPANY. THE COMPANY will not use or disclose THE REINSURER's name with regard to THE COMPANY's agreements or
transactions with these third parties unless THE REINSURER gives prior written approval for the use or disclosure of its
name or unless THE COMPANY is compelled by law to do so.

The terms of this Agreement are binding upon the parties, their representatives, successors, and assigns. The obligations
of the parties to this Agreement shall terminate upon the earlier of the following: (1) the date of termination of this
Agreement; (2) with respect to a reinsured policy, the date the reinsured policy lapses, terminates, or is no longer in
force; or (3) the date of recapture pursuant to Section 20 hereof. This Agreement shall not be bifurcated, partially
assigned, or partially assumed without the consent of the parties.

2. EFFECTIVE DATE OF THE AGREEMENT

This Agreement will incept on the date hereof, to be effective as of 12:01 A.M., January 18, 2005, and will cover policies
effective on and after that date.

3. SCOPE OF THE AGREEMENT

The text of this Agreement and all Exhibits, Schedules and Amendments are considered to be the entire agreement between the
parties. There are no other understandings or agreements between the parties regarding the policies reinsured other than as
expressed in this Agreement. The parties may make changes or additions to this Agreement, but they will not be considered
to be in effect unless they are made by means of a written amendment that has been signed and dated by both parties.

4. DURATION OF THE AGREEMENT

The duration of this Agreement will be unlimited. However, either party may terminate the Agreement for new business at any
time by giving the other a 90-day prior written notice. THE REINSURER will continue to accept new reinsurance during the
90-day period.

Existing reinsurance will not be affected by the termination of this Agreement with respect to new reinsurance. Existing
reinsurance will remain in force until the termination or expiry of the underlying policies on which the reinsurance is
based and THE REINSURER fulfills all of its obligations under this Agreement, provided that THE COMPANY continues to pay
reinsurance premiums as described in Section 12. However, existing reinsurance may be terminated in accordance with the
recapture provision described in Section 20.

5. BASIS OF REINSURANCE

Reinsurance under this Agreement will be on the Yearly Renewable Term basis on the portion of each policy that is reinsured
as described in Schedule A.

6. AUTOMATIC REINSURANCE TERMS

THE REINSURER agrees to automatically accept contractual risks on the life insurance policies shown in Schedule A, provided
that the issuance of insurance by THE COMPANY constitutes the transaction of business in a jurisdiction in which THE COMPANY
is properly licensed, subject to the following requirements:

a. CONVENTIONAL UNDERWRITING. Automatic reinsurance applies only to insurance applications underwritten by THE COMPANY
according to THE COMPANY's conventional underwriting and issue practices, as provided to THE REINSURER. For fully
underwritten policies, the underwriting requirements will be based on the ultimate face amount. Upon request, THE
COMPANY shall provide THE REINSURER with a complete copy of THE COMPANY's current underwriting and issue practices and
guidelines. THE COMPANY's conventional underwriting and issue practices will be updated from time to time or as
required by regulation. THE COMPANY will inform THE REINSURER in writing of any proposed changes to THE COMPANY's
conventional underwriting and issue practices.

b. RESIDENCE AND TRAVEL. Each insured must either be a resident of the United States or Canada at the time of issue or be
a resident of another country that meets THE COMPANY's special underwriting requirements pertaining to foreign
residence. However, automatic reinsurance will not be available if the conditions stated in either Foreign Travel
Exclusions or Foreign Residence Exclusions in Schedule A apply.

c. OCCUPATION. To be eligible for automatic reinsurance, the insured must not be employed in an occupation as shown in the
Occupation Exclusion List in Schedule A.

d. AUTOMATIC ACCEPTANCE LIMIT. The initial and ultimate face amounts shall not exceed the Automatic Acceptance Limits as
shown in Schedule A.

e. JUMBO LIMIT. For fully underwritten policies to be reinsured under automatic reinsurance, the total amount of insurance
in force and applied for in all companies shall not exceed the Jumbo Limit as shown in Schedule A.

f. STACKING LIMIT. For simplified and guaranteed issue policies to be reinsured under automatic reinsurance, the total
amount of insurance, for simplified and guaranteed issue policies, in force and applied for, in all companies shall not
exceed the Stacking Limit as shown in Schedule A.

g. PROJECTED NET AMOUNT AT RISK LIMITS. The net amount at risk projected at issue cannot exceed the limits shown in
Schedule A.

h. LOCATION LIMIT. The total initial face amount subject to reinsurance with the pool at a single location cannot exceed
the Location Limit as shown in Schedule A.

i. MINIMUM CESSION. The minimum amount of reinsurance per cession that THE REINSURER will accept is shown in Schedule A.

j. MINIMUM NUMBER OF LIVES. The number of lives to be reinsured under automatic reinsurance for Simplified and Guaranteed
issue policies, must be no fewer than the minimum number of lives as shown in Schedule A.

k. MAXIMUM ISSUE AGES. The issue age for Simplified and Guaranteed issue policies, must be no greater than the maximum
issue ages as shown in Schedule A.

l. FOREIGN RESIDENTS. For simplified or guaranteed issue policies, face amounts for Non-US/Canadian work addresses cannot
exceed the maximum limit for each case as shown in Schedule A.

m. FACULTATIVE QUOTES. The risk shall not have been submitted on a facultative basis to THE REINSURER or any other
reinsurer.

7. PORTIONS REINSURED AND RETAINED UNDER AUTOMATIC REINSURANCE

a. AUTOMATIC PORTION REINSURED. For any policy reinsured under automatic reinsurance, the portion reinsured is shown in
Schedule A.

b. AUTOMATIC PORTION RETAINED. For any policy reinsured under automatic reinsurance, THE COMPANY will retain, and not
otherwise reinsure, an amount of insurance as shown in Schedule A.

8. AUTOMATIC REINSURANCE NOTICE PROCEDURE

After the policy has been paid for and delivered, THE COMPANY will submit to THE REINSURER all relevant individual policy
information, as defined in Schedule C.

9. FACULTATIVE REINSURANCE

For Simplified Issue and Guaranteed Issue cases only, THE 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 THE COMPANY prefers to apply for
facultative reinsurance.

a. Lead Reinsurer

For Simplified Issue and Guaranteed Issue cases where the terms for automatic reinsurance are not met, but where the
case falls within the lead reinsurer limits described below, THE COMPANY may submit these cases to THE REINSURER. THE
REINSURER will be the lead reinsurer for the pool with respect to underwriting. THE REINSURER will promptly examine
the case and notify THE COMPANY of the terms and conditions of a facultative offer by the pool or that an offer will not
be made by the pool. For cases that fall outside the lead reinsurer limits described below, THE REINSURER also has the
option of making a facultative offer that represents THE REINSURER, but not the pool.

Lead reinsurer limits are the same as the automatic reinsurance limits except in the following respects:

Simplified Issue:

Maximum Initial Face Amount per Life:
$50,000 times the total number of lives up to $5,000,000

Guaranteed Issue:

Minimum Number of Lives: 20
Maximum Initial Face Amount per Life:
$50,000 times the total number of lives up to $5,000,000

All other lead reinsurer limits are the same as the automatic reinsurance requirements described in Section 6.

b. Facultative Quote

For Simplified Issue and Guaranteed Issue cases where a facultative offer is not made by the pool, THE COMPANY may
request a facultative offer from THE REINSURER. THE COMPANY may apply for a facultative reinsurance quote by submitting
the following:

a. A form substantially similar to the "Application for Reinsurance" form shown in Schedule E.

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

After receipt of THE COMPANY's application, THE REINSURER will promptly examine the material and notify THE 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
COMPANY accepts THE REINSURER's offer, then THE COMPANY will make a dated notation of its acceptance in its underwriting
file and mail as soon as possible a formal reinsurance cession to THE REINSURER using a form substantially similar to the
Notification of Reinsurance form shown in Schedule F. If THE COMPANY does not accept THE REINSURER's offer, then THE
COMPANY will notify THE REINSURER in writing as soon as possible.

10. 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 end simultaneously with THE COMPANY's contractual liability for the policy reinsured.

In addition, THE REINSURER will be liable for benefits paid under THE COMPANY's conditional receipt or temporary
insurance agreement if all of the conditions for automatic reinsurance coverage under Section 6 of this Agreement are
met. THE REINSURER's liability under THE COMPANY's conditional receipt or temporary insurance agreement is limited to
the lesser of (1) THE REINSURER's reinsured portion of the face amount of the policy and (2) THE REINSURER's quota share
percentage multiplied by $1,000,000.

b. FACULTATIVE REINSURANCE. THE REINSURER's reinsurance coverage for any policy that is ceded facultatively under this
Agreement shall begin when (1) THE COMPANY accepts THE REINSURER's offer by making a dated notation of its acceptance in
its underwriting file and (2) the policy has been issued. After the policy is issued, THE COMPANY will mail a
"Notification of Reinsurance" form to THE REINSURER.

In addition, conditional receipt for any facultative policies ceded under this Agreement shall only apply if the policy
is pre-paid, THE REINSURER has made a binding offer and THE COMPANY has accepted the offer. THE REINSURER's liability
under THE COMPANY's conditional receipt or temporary insurance agreement will be limited to the lesser of 1) THE
REINSURER's reinsured portion of the face amount of the policy and 2) the portion of $1,000,000 that is derived as the
amount of capacity reserved by THE COMPANY from THE REINSURER divided by the sum of the total amount of capacity
reserved by THE COMPANY from all reinsurers and the amount to be retained by THE COMPANY.

c. PRE-ISSUE COVERAGE. The pre-issue coverage for benefits paid under THE COMPANY's conditional receipt or temporary insurance
agreement will be effective once all initial medical exams and tests have been completed. The pre-issue liability
applies only once on any given life at one time no matter how many conditional receipts or temporary insurance
agreements are in effect. After a policy has been issued, no reinsurance benefits are payable under this pre-issue
coverage provision.

11. REINSURANCE PREMIUM RATES

a. LIFE REINSURANCE. The reinsurance premiums per $1000 are shown in Schedule B. Reinsurance premiums for renewals will be
calculated using (1) the issue age of the insured under the policy, (2) the duration since issuance of the policy and
(3) the current underwriting classification.

b. RATES NOT GUARANTEED. Although THE REINSURER anticipates that the premium rates in Schedule B will apply indefinitely, THE
REINSURER reserves the right to change the rates at any time. THE REINSURER guarantees only that the premium rates
applicable to business received under this Agreement will not exceed the YRT net premiums at the applicable statutory
minimum valuation select and ultimate mortality table and statutory maximum interest rate for the reinsured business.
If THE REINSURER changes the rates, it will give THE COMPANY a 90-day prior written notice of the change. Any change
applies only to reinsurance premiums due after the expiration of the notice period.

If THE REINSURER changes rates when THE COMPANY has not changed its charges to the customer, THE COMPANY may recapture
the reinsurance under Section 20 of this Agreement by giving THE REINSURER 30-day written notice of its intent to
recapture the reinsurance. The effective date of recapture will be on the first policy anniversary following notice of
the reinsurance rate increase. THE REINSURER will calculate a terminal amount that will include a refund of unearned
gross premiums and unpaid claims. ("Unpaid claims" refers to all claims with a date of death prior to recapture). THE
REINSURER will not pay any amount representing reserve held on the business. If THE COMPANY does not provide the 30-day
written notice of its desire to recapture following the notice received from THE REINSURER, this absence shall
constitute acceptance of the rate change effective with each policy next anniversary.

If THE COMPANY changes its charges to the customer, THE REINSURER has the right to change its rates. However if THE
REINSURER's change in rates is not proportionate to THE COMPANY's change, then THE COMPANY may recapture the reinsurance
under Section 20 of this Agreement.

12. PAYMENT OF REINSURANCE PREMIUMS

a. PREMIUM DUE. For each policy reinsured under this Agreement, reinsurance premiums are payable annually in advance.
These premiums are due on the issue date and each subsequent policy anniversary. Within 30 days after the close of each
reporting period, THE COMPANY will send to THE REINSURER a statement of account for that period along with payment of
the full balance due. On any payment date, monies payable between THE REINSURER and THE COMPANY under this Agreement
may be netted to determine the payment due. This offset will apply regardless of the insolvency of either party as
described in Section 23, to the extent permitted by law. If the statement of account shows a balance due THE COMPANY,
THE REINSURER will remit that amount to THE COMPANY within 30 days of receipt of the statement of account. All
financial transactions under this Agreement will be in United States dollars. If the reinsurance premium amounts cannot
be determined on an exact basis by the dates described below, such payments will be paid in accordance with a mutually
agreed upon formula which will approximate the actual payments. Adjustments will then be made to reflect actual amounts
when such information is available.

b. DELAYED PAYMENT. If reinsurance premiums are 90 days past due, THE REINSURER may charge interest on the amount due at
an interest rate not to exceed the London Interbank Offer Rate, U.S. Denomination-Fixed Three-month, (LIBOR), as of when
the payment was due.

c. FAILURE TO PAY PREMIUMS. The Payment of reinsurance premiums is a condition precedent to the liability of THE REINSURER
for reinsurance covered under this Agreement. If reinsurance premiums are 90 days past due, for reasons other than those
due to error or omission as defined below in Section 22, the premiums will be considered in default and THE REINSURER
may terminate the reinsurance by providing a 30-day prior written notice, provided payment is not received within that
30-day period. THE REINSURER will have no further liability as of the termination date for benefits applicable to
periods for which premium is not paid. THE COMPANY will be liable for the prorated reinsurance premiums to the
termination date. THE COMPANY agrees that it will not force termination under the provisions of this paragraph solely
to avoid the recapture requirements or to transfer the block of business reinsured to another reinsurer.

At the end of this 30-day period, THE REINSURER's liability will automatically terminate for all reinsurance on which
balances remain due and unpaid, including reinsurance on which balances became due and unpaid during and after the
30-day notice period.

Subject to Section 21, THE COMPANY may reinstate reinsurance terminated for non-payment of balances due at any time
within 60 days following the date of termination. However, THE REINSURER will have no liability for claims incurred
between the termination date and the reinstatement date.

d. PREMIUM ADJUSTMENT. If THE COMPANY overpays a reinsurance premium and THE REINSURER accepts the overpayment, THE
REINSURER's acceptance will not constitute or create a reinsurance liability or increase in any existing reinsurance
liability. Instead, THE REINSURER will be liable to THE COMPANY for a credit in the amount of the overpayment. If a
reinsured policy terminates, THE REINSURER will refund the excess reinsurance premium. 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.

13. PREMIUM TAX REIMBURSEMENT

See Schedule B.

14. DAC TAX AGREEMENT

THE COMPANY and THE REINSURER, herein collectively called the "Parties", or singularly the "Party", hereby enter into an
election under Treasury Regulations Section 1.848-2(g) (8) as promulgated under the Internal Revenue Code, as found in Title
26 of the United States Code, hereinafter referred to as the Regulations and the IRC. Both parties agree to make the
election contemplated by this Section 14 by timely attaching to their U.S. tax returns the schedule contemplated by Section
1.848-2(g)(8)(ii) of the Regulations. Furthermore, the parties agree to the following:

a. For each taxable year under this Agreement, the party with the net positive consideration, as defined in the Regulations,
will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general
deductions limitation of Section 848 (c) (1);

b. THE COMPANY and THE REINSURER agree to exchange information pertaining to the net consideration under this Agreement each
year to insure consistency or as otherwise required by the U.S. Internal Revenue Service;

c. THE COMPANY will submit to THE REINSURER by May 1 of each year its calculation of the net consideration for the preceding
calendar year.

d. THE REINSURER may contest such calculation by providing an alternative calculation to THE COMPANY in writing within 30 days
of THE REINSURER's receipt of THE COMPANY's calculation. If THE REINSURER does not so notify THE COMPANY, THE REINSURER
will report the net consideration as determined by THE COMPANY in THE REINSURER's tax return for the previous calendar
year;

e. If THE REINSURER contests THE 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
COMPANY and THE REINSURER do not reach agreement on the net amount of consideration within such 30-day period, then the
net amount of consideration for such year shall be determined by an independent accounting firm acceptable to both THE
COMPANY and THE REINSURER within 20 days after the expiration of such 30-day period.

f. THE COMPANY and THE REINSURER agree that this election shall first be effective for the 2005 calendar tax year and will be
effective for all subsequent taxable years for which this Agreement remains in effect.

THE REINSURER and THE COMPANY represent and warrant that they are subject to U.S. taxation under either Subchapter L of
Chapter 1, or Subpart F of Subchapter N of Chapter 1 of the IRC of 1986, as amended.

15. REPORTS

The reporting period is shown in Schedule A. For each reporting period, THE COMPANY will submit reports to THE REINSURER
with information that is substantially similar to the information displayed in Schedule C.

In addition, the reports will include a billing and accounting summary and a policy exhibit summary similar to the reports
shown in Schedule D.

Within 15 business days after the end of each calendar year, THE COMPANY will submit a reserve summary similar to that shown
in Schedule D. THE COMPANY will also submit this reserve summary within 10 business days after the end of each other
calendar quarter.

Special COLI Reporting

A report for all policies will be provided that includes an underwriting indicator (i.e., "RI" for Fully Underwritten, "SI"
for Simplified Issued and "GI" for Guaranteed Issue) and the corporation name. In addition, working addresses will be
provided for policies that are part of cases where the initial face amount subject to reinsurance with the pool exceeds
$100,000,000. THE REINSURER's share of the initial case face amount must not exceed $46,663,750.

16. RESERVES FOR REINSURANCE

See Schedule A.

17. CLAIMS

a. NOTIFICATION OF CLAIMS. THE COMPANY will provide THE REINSURER with notification of claims reported. In addition, THE
COMPANY will identify each claim incurred within the first two policy years (individually, a "Contestable Claim" and
collectively "Contestable Claims"). For all Contestable Claims, THE COMPANY will provide THE REINSURER all relevant
information including, but not limited to, claim proofs.

After THE COMPANY has received all proper claim proofs and paid the claim, THE COMPANY will send THE REINSURER an
itemized statement of amounts due THE COMPANY under this Agreement along with all relevant information with respect to
the claims, including the claim proofs not already provided. However, claim proofs will not be required by THE REINSURER
on non-contestable claims if THE REINSURER's net amount at risk is less than or equal to $100,000 and THE COMPANY has
paid the claim in full. In such cases where THE REINSURER's net amount at risk is less than or equal to $100,000, THE
COMPANY will provide THE REINSURER with the cause of death.

b. AMOUNT AND PAYMENT OF BENEFITS. As soon as THE REINSURER receives the proper claim notice and any required proof of the
claim, reinsurance benefits are due and payable to THE COMPANY. Payment of the benefits will be made in a single sum
regardless of THE COMPANY's settlement options. THE COMPANY's contractual liability for claims under reinsured policies
is binding on THE REINSURER. The maximum benefit payable to THE COMPANY under each reinsured policy is the amount
specifically reinsured with THE REINSURER. In the event that THE REINSURER has not paid reinsurance benefits to THE
COMPANY within sixty days of the due date, THE COMPANY may charge interest on the amount due at an interest rate not to
exceed the London Interbank Offer Rate, U.S. Denomination-Fixed Three-month, (LIBOR), as of when the payment was due.
In the event that reinsurance benefits are sixty days past due, THE COMPANY may recapture the reinsurance as described
in Section 20.

c. CLAIM SETTLEMENTS. THE REINSURER agrees that THE COMPANY will use its standard claim practices and guidelines in the
adjudication of all claims on policies reinsured under this Agreement. THE REINSURER has the right to inspect, at the
COMPANY's offices, the COMPANY's written claims practices and guidelines.

For Contestable Claims where THE REINSURER's net amount at risk is greater than $53,333, THE REINSURER will have the
right to advise THE COMPANY as to whether the claim should be paid or denied. In order for THE COMPANY to comply with
the requirements of the Securities and Exchange Commission, THE REINSURER will have 2 business days to review the
information and offer its advice to THE COMPANY. Any advice offered by THE REINSURER will not be binding on THE
COMPANY.

THE COMPANY will advise THE REINSURER of any intention to contest a claim involving a policy reinsured hereunder and
provide THE REINSURER with copies of all relevant documents. THE REINSURER may choose not to participate in the contest
of a Contestable Claim. THE REINSURER will have 10 business days to communicate its decision to THE COMPANY. If there
is a disagreement between THE COMPANY and THE REINSURER as to whether THE COMPANY should pay or deny the claim, THE
COMPANY will make a reasonable effort to secure mutual agreement between the parties. Any advice offered by THE
REINSURER will not be binding on THE COMPANY. If THE REINSURER chooses not to participate, it will discharge its
liability by immediately paying to THE COMPANY the full amount of THE REINSURER's liability on the portion of the policy
reinsured under this Agreement, regardless of any subsequent outcome of such contest, and will be relieved of all future
liability on the claim.

d. CLAIM EXPENSES. THE REINSURER will pay its share of any interest paid by THE COMPANY on any claim payment. THE REINSURER
will not reimburse THE COMPANY for the routine expenses and compensation of officers and employees of the COMPANY. If
THE REINSURER has chosen to participate in a contest, THE REINSURER will pay its share of the unusual expense of THE
COMPANY of adjudicating contestable claims, which expense was incurred by THE COMPANY, including investigation expenses
and compensation expenses charged by THE COMPANY's Special Investigation Unit. Such Special Investigation Unit expenses
will not increase more than 5% per year of the current hourly rate ($39 for 2005) of contestable claim investigation.
The term "unusual expense" shall mean all expenses of THE COMPANY associated with the contestable claim other than
normal and customary claim administration expenses that are commonly incurred with the normal and customary settlement
of non-contestable claims. Also, THE REINSURER will not reimburse expenses incurred in connection with a dispute or
contest arising out of conflicting claims of entitlement to policy proceeds or benefits. Notwithstanding the above, THE
REINSURER will not be liable for any portion of interest or unusual expenses for any period of time after THE REINSURER
has notified THE COMPANY of its decision not to participate in a contested, compromised or litigated claim.

e. EXTRACONTRACTUAL DAMAGES. In no event will THE REINSURER participate in extra-contractual damages or penalties which are
awarded against THE COMPANY as a result of an act, omission or course of conduct committed by THE COMPANY in connection
with the reinsurance of a claim covered under this Agreement. The parties recognize that circumstances may arise in
which equity would require THE REINSURER, to the extent permitted by law, to share proportionately in certain assessed
damages. Such circumstances are difficult to define in advance, but would generally be those situations in which THE
REINSURER was an active party and agreed in writing with the act or course of conduct of THE COMPANY that ultimately
resulted in the assessment of damages. If, however, extra-contractual damages are awarded solely or partly as a result
of THE COMPANY having contested the claim, and the Reinsurer had agreed to participate in that contest, then the
Reinsurer will reimburse THE COMPANY for its share of the portion of the damages awarded as a result of THE COMPANY
having contested the claim. THE REINSURER will not be responsible for reimbursing THE COMPANY for the portion of the
damages awarded for any other reason. When the damages awarded are shared, THE COMPANY and THE REINSURER would share
such damages assessed in equitable proportions.

18. MISREPRESENTATION, SUICIDE, AND MISSTATEMENT

If either a misrepresentation on an application or a death of an insured by suicide results in the return of policy
premiums by THE COMPANY under the policy rather than payment of policy benefits, THE REINSURER will, in lieu of any
other reinsurance benefit, refund all of the reinsurance premiums paid for that policy to THE COMPANY. If there is an
adjustment for a misrepresentation or misstatement of age or sex, a corresponding adjustment to the reinsurance benefit
will be made.

19. POLICY CHANGES

a. NOTICE. If a reinsured policy is changed as described below, a corresponding change will be made in the reinsurance for
that policy. THE COMPANY will notify THE REINSURER of the change in THE COMPANY's next report as stated in Section 15.

b. UNSCHEDULED AND RESCHEDULED INCREASES. If a request for an unscheduled increase in the amount of insurance is made for a
reinsured policy and the insured meets THE COMPANY's underwriting requirements and THE COMPANY approves the increase
under the policy, then the increase will be added to the policy as a new layer. Unscheduled face amount increases will
be subject to the same issue limits and binding limits as shown in Schedule A, Section 5.

If an increase has been scheduled on a policy at the time the policy is issued, then no new underwriting is required at
the effective date of the scheduled increase and the increase will be added to the policy as a new layer.

Each new layer will have a separate policy record and its own effective date. The portion of any new layer reinsured
under this Agreement is equal to the amount shown in Schedule A. Increase layers with an effective date after the
termination of this Agreement for new business will not be reinsured under this Agreement.

If a request for an increase is made for a reinsured policy and the insured meets THE COMPANY's underwriting
requirements and a new policy is issued on one of the plans shown in Schedule A for the higher amount, then reinsurance
under the old policy will cease as of the effective date of the change, and reinsurance under the new policy will
commence as of the effective date of the new policy.

If a request for an increase that has not been scheduled in a reinsured policy is granted without the insured meeting
THE COMPANY's underwriting requirements, then reinsurance on the increase will not be allowed.

If a request for an increase does not meet all of the terms of automatic reinsurance, then THE COMPANY may apply to the
REINSURER for facultative reinsurance as stated in Section 9.

c. REDUCTION OR TERMINATION. If the amount of insurance on a reinsured policy is reduced, the reinsurance will be reduced
proportionately as of the effective date of the reduction.

If a reinsured policy is terminated, the reinsurance will cease on the date of such termination.

d. PLAN CHANGES. If a reinsured policy is changed to another plan of insurance that is not currently reinsured under this
Agreement as defined in Schedule A, then the reinsurance under this Agreement will cease as of the effective date of the
change.

If a policy that is not reinsured under this Agreement is changed to a plan that is reinsured under this Agreement as
defined in Schedule A and the insured has met THE COMPANY's underwriting requirements for the plan change, then
reinsurance will commence as of the effective date of the new plan.

e. OPTION TO EXCHANGE INSUREDS. Policies issued as a result of the 'Option to Exchange Insureds' must be underwritten
according to the underwriting basis of the original case and must meet all the automatic reinsurance requirements
stipulated in Section 6 above.

f. ADD-ON LIVES. Policies issued to add-on lives must be either fully underwritten or underwritten according to the
underwriting basis of the original case. Policies that are underwritten according to the underwriting basis of the
original case must meet all the automatic reinsurance requirements stipulated in Section 6 above using the total number
of lives in the case, including the add-on lives.

g. DEATH BENEFIT OPTION CHANGES. If the death benefit option under a reinsured policy is changed, then the face amount of
insurance is either increased or decreased, so that the net amount at risk reinsured under this Agreement immediately
after the change will be the same as immediately before the change.

h. REDUCED PAID-UP INSURANCE. If any policy reinsured under this Agreement is changed to Reduced Paid-Up Insurance, the
net amount at risk reinsured will be adjusted as appropriate and reinsurance will be continued in accordance with the
provisions of the underlying policy. Reinsurance payments for the adjusted policy will be calculated using (1) the
issue age of the original policy, (2) the duration since issuance of the original policy, and (3) the underlying
classification immediately prior to the change to Reduced Paid-Up Insurance.

20. RECAPTURE

At any time during the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this
Agreement following the occurrence of any of the following events:

1) Material breach of any term or condition of this Agreement if such breach is not cured within a period of at least
60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER.

2) THE REINSURER is deemed insolvent as described in Section 23.

3) The occurrence of a "Risk Trigger Event" as defined in Schedule A of this Agreement.

4) A change in premium rates on existing business that is unacceptable to THE COMPANY.

5) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect.

6) Non-payment of undisputed reinsurance claims that are 60 days past due from THE REINSURER.

In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate
portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY
and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the
effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The
portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if
the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the
policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by
THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER's
prorata share of the total portion reinsured with all reinsurers.

In the event that THE COMPANY elects to recapture the coverage reinsured under this Agreement following the occurrence of
the insolvency of THE REINSURER, then THE COMPANY will also elect to recapture the coverage reinsured under all other
related reinsurance Agreements between THE COMPANY and THE REINSURER. If THE COMPANY elects to recapture the coverage
reinsured under this Agreement as a result of a Risk Trigger Event, it must do so for all coverages reinsured under all
agreements between THE COMPANY and THE REINSURER for which a Risk Trigger Event, as defined in the respective reinsurance
Agreements, occurred.

If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by
giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of
the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY's notice. If
THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall
be effective immediately upon THE REINSURER's receipt of the notice.

If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the
date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred on or after the date of
recapture, but shall remain liable for all claims incurred prior to the date of recapture. After the effective date of
recapture, THE REINSURER will not be liable for any reinsured policies or portion of policies that were intended to be
recaptured but were erroneously excluded from the recapture due to error and omission. In addition, any final settlement
between the parties will include a payment for the Reserve of THE REINSURER on the policies being recaptured in accordance
with the following definitions and formulas:

a) The Reserve for the purpose of this section shall be THE REINSURER's reserve for the future benefit obligations and future
expenses of the policies being recaptured, calculated on a gross premium basis as of the date of recapture, excluding
margins for adverse deviations, and using assumptions for mortality, expenses, lapses and interest, which were in effect as
of the effective date of this Agreement.

The formula for the Reserve will be as follows:

Reserve (t) equals PVFB (t) plus PVFE (t) minus ((1 minus PVFP (0) divided by PVFGP (0)) times PVFGP (t)), where

PVFB (t) equals Present Value of Future Benefits at time, t

PVFE (t) equals Present Value of Future Expenses at time, t

PVFGP (t) equals Present Value of Future Gross Reinsurance Premiums at time, t

PVFP (0) equals Present Value of Future Profits at time, 0, which equals PVFGP (0) minus PVFB (0) minus PVFE (0),

t equals the number of whole years that each policy was in force as of the time of recapture

b) In the event that the Reserve as calculated according to the formula in subsection a. above is greater than zero, the
payment for the Reserve will be made by THE REINSURER to THE COMPANY. In the event that the Reserve is less than zero, the
payment for the Reserve will be made by THE COMPANY to THE REINSURER.

21. REINSTATEMENTS

a. AUTOMATIC REINSTATEMENT. If THE COMPANY reinstates a policy that was originally ceded to THE REINSURER as automatic
reinsurance using conventional underwriting practices, THE REINSURER's reinsurance for the policy shall be reinstated.

b. FACULTATIVE REINSTATEMENT. If THE COMPANY has been requested to reinstate a policy that was originally ceded to THE
COMPANY as facultative reinsurance and the reinstatement is processed under THE COMPANY's Long Form Reinstatement
Process, then THE COMPANY will re-submit the appropriate evidence for the case to THE REINSURER for underwriting
approval before the reinsurance can be reinstated.

c. PREMIUM ADJUSTMENT. Reinsurance premiums for the interval during which the policy was lapsed will be paid to THE
REINSURER by THE COMPANY.

22. ERRORS AND OMISSIONS

If either THE REINSURER or THE COMPANY fails to comply with any of the terms of this Agreement and it is shown that the
failure was unintentional or the result of a misunderstanding or an administrative oversight on the part of either party,
this Agreement will remain in effect. If the failure to comply changes the operation or effect of this Agreement, both
parties will be put back to the positions they would have occupied if the failure to comply had not occurred. This section
will not apply to any facultative submission until THE COMPANY has mailed the Notification of Reinsurance form to THE
REINSURER.

THE REINSURER will not, however, be responsible for THE COMPANY's errors in administering the reinsurance, if such errors
arise from gross negligent or deliberate, wrongful acts in administration by THE COMPANY. If either party discovers that
THE COMPANY has failed to cede reinsurance as provided in this Agreement, or failed to comply with reporting requirements,
THE REINSURER may require THE COMPANY to audit its records for similar errors and to take the actions necessary to avoid
similar errors in the future.

23. INSOLVENCY

For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed "insolvent" if one or more of the following
occurs:

a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes
possession of the property or assets of either THE COMPANY or THE REINSURER; or

b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or
similar status pursuant to the laws of any state or of the United States; or

c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the
insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be.

In the event of the insolvency of THE COMPANY, all claims payable under this Agreement shall be payable by THE REINSURER
directly to THE COMPANY or to its liquidator, receiver, or statutory successor on the basis of the liability of THE COMPANY
under the contract or contracts reinsured without diminution because of the insolvency of THE COMPANY. It is understood,
however, that in the event of the insolvency of THE COMPANY, the liquidator or receiver or statutory successor of the
insolvent Company shall give written notice of the pendency of a claim against THE COMPANY on the policy reinsured within a
reasonable time after such claim is filed in the insolvency proceeding, and during the pendency of such claim THE REINSURER
may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any
defense or defenses which it may deem available to THE COMPANY or is liquidator or receiver or statutory successor. The
expense thus incurred by THE REINSURER shall be chargeable, subject to court approval, against THE COMPANY in the same
proportion as would have been in effect had the claim been adjudicated in accordance with the provisions set forth in the
"Claim Expense" provision of the treaty.

In the event THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its
liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY
shall have the right to terminate this Agreement with respect to occurrences taking place on or after the date THE REINSURER
first evidences insolvency. Such right to terminate shall be exercised by providing THE REINSURER (or its liquidator,
conservator, receiver or statutory successor) with a written notice of THE COMPANY's intent to recapture ceded business. If
THE COMPANY exercises such right to terminate and recapture ceded business, such election shall be in lieu of any premature
recapture fee. Upon such election, THE COMPANY would still be liable for any unpaid premium and responsible to report the
pendency of a claim. THE REINSURER, its liquidator, receiver or statutory successor shall be liable for all claims incurred
prior to the date of recapture. THE REINSURER, its liquidator, receiver, or statutory successor will also pay THE COMPANY
the unearned reinsurance premium within 30 days following the date of recapture.

If at any point in the future during the term of this Agreement, THE REINSURER is deemed insolvent, THE COMPANY's right of
recapture in Section 20 of this Agreement will be triggered unless THE REINSURER elects to, and does, provide, on a timely
basis, security in the form of Assets in Trust for the benefit of THE COMPANY. If THE REINSURER elects to furnish security
in the form of Assets in Trust to avoid THE COMPANY's right of recapture under Section 20 of this Agreement, the trust must
meet the requirements set forth in Sections 13 of Schedule A attached hereto.

24. ARBITRATION

a. GENERAL. All disputes and differences under this Agreement that cannot be amicably agreed upon by the parties shall be
decided by arbitration. 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 industry. The arbitrators will consider
this Agreement as 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. The arbitration shall take place within the United
States.

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 disinterested arbitrators. The arbitrators will be
current or former executive officers or employees of life insurance or reinsurance companies; however, these companies
will not be either party or any of their reinsurers or 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 receipt of the
mailing of the notification initiating the arbitration. These two arbitrators will, as soon as possible, but no longer
than 45 days after the receipt of the mailing of the notification initiating the arbitration, then select the third
arbitrator.

Should either party fail to appoint an arbitrator within 30 business days after the other party has given written notice
of its arbitrator appointment, the party that has given notice of its arbitrator appointment may appoint the second
arbitrator. Should the two initial arbitrators be unable to agree on the choice of a third arbitrator, each arbitrator
will nominate three candidates, two of whom the other will decline, and the decision will be made by drawing lots on the
final selection. If this candidate declines to serve, then the candidate last eliminated will be approached to serve.
This process will be repeated until a candidate has agreed to serve as the third arbitrator. Once chosen, the three
arbitrators will have the authority to decide all substantive and procedural issues by a majority vote. The arbitration
hearing will be held on the date fixed by the arbitrators at a location agreed upon by the parties. In no event will
this date be later than 6 months after the appointment of the third arbitrator. 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.

d. COSTS. 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 the cost of the third
arbitrator.

25. GOOD FAITH

Each party agrees that all matters with respect to this Agreement require its utmost good faith.

26. REPRESENTATIONS AND WARRANTIES

THE COMPANY represents and warrants to THE REINSURER that it is solvent in all jurisdictions in which it does business or is
licensed. THE REINSURER represents and warrants to THE COMPANY 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. Each party affirms that it has and will continue to disclose all matters material to this Agreement and each
cession. Examples of such matters are a material change in underwriting or issue practices or philosophy, or a change in
each party's ultimate ownership or control.

THE COMPANY represents and warrants the following:

a. It is a corporation duly organized, existing and in good standing under the laws of New Jersey.
b. It is empowered under applicable laws and by its charter and bylaws to enter into and perform the duties contemplated in
this Agreement.
c. It has taken all requisite corporate proceedings to authorize it to enter into and perform the duties contemplated in
this Agreement.
d. It has obtained any and all regulatory approvals as may be required for THE COMPANY to cede the Policies covered
hereunder.
e. It will take no unauthorized action that would encourage the policyholders whose policies are reinsured under this
Agreement to surrender, reduce or otherwise terminate their existing coverages either through direct or indirect acts,
including but not limited to, a plan of internal replacement, without the consent of THE REINSURER.
f. THE COMPANY acknowledges that THE REINSURER is entering into this Agreement in reliance upon these representations and
warranties of THE COMPANY.

THE REINSURER represents and warrants the following:

a. It is a corporation duly organized, existing and in good standing under the laws of Delaware.
b. It is empowered under applicable laws and by its charter and bylaws to enter into and perform the duties contemplated in
this Agreement.
c. It has taken all requisite corporate proceedings to authorize it to enter into and perform the duties contemplated in
this Agreement.
d. It has obtained any and all regulatory approvals as may be required for THE REINSURER to provide the reinsurance covered
hereunder.
e. As part of THE COMPANY's due diligence process, THE REINSURER has provided a completed copy of the Reinsurance Carrier
Fact Sheet, a copy of which is attached in Schedule G. Each and every year, upon request by THE COMPANY, after THE
REINSURER has completed its Annual Statement, THE REINSURER will update the information included in The Reinsurance
Carrier Fact Sheet. In addition, from time to time, THE REINSURER will update the information included in the Carrier
Fact Sheet as requested by THE COMPANY. The information included in the Reinsurance Carrier Fact Sheet is true and
accurate as of the date shown on the Fact Sheet.
f. THE REINSURER acknowledges that THE COMPANY is entering into this Agreement in reliance upon these representations and
warranties of THE REINSURER, and THE REINSURER agrees that THE COMPANY's right of recapture under Section 20 of this
Agreement will be triggered if, at any point in the future during the term of this Agreement, these representations and
warranties are no longer true and correct in any material respect.

27. CONFIDENTIALITY

THE REINSURER and THE COMPANY agree to regard and preserve as confidential all information and material which is related to
the reinsured business and/or customers that may be obtained by either party from any source as a result of this Agreement.
Neither party will, without first obtaining the other party's prior written consent, disclose to any person, firm or
enterprise, or use for its own benefit or for the benefit of any third party any Confidential Information or Customer
Information. "Confidential Information" includes, but is not limited to any and all financial data, statistics, programs,
research, developments, information relating to insurance and financial products, planned or existing computer systems
architecture and software, data, and information of either party as well as third party confidential information to which
THE COMPANY has access. "Customer Information" includes all information provided by or at the direction of THE COMPANY
about a customer of THE COMPANY or an affiliate of THE COMPANY, including but not limited to name, address, telephone
number, email address, account or policy information, and any list or grouping of customers.

Notwithstanding the foregoing, the provisions of Section 27 shall not apply with respect to disclosing of the Product, the
Specifications and/or Company Confidential Information which is already known to the other party or becomes publicly known
through no wrongful act of either party; or is received from a third party without similar restriction and without breach of
this Agreement; or is independently developed by either party; or is approved for release by written authorization of the
other party; or is placed in or becomes party of the public domain pursuant to or by reason of operation of law. The
foregoing exceptions do not apply to the disclosure of Customer Information, which may not be disclosed without THE
COMPANY's prior written consent except as noted in the paragraph preceding this one.

The provisions of this Section 27 regarding Confidential Information shall survive the termination of the parties'
obligations under this Agreement for a period of two years, and the provisions of this Section 27 regarding Company Customer
Information shall survive the termination of the parties' obligations under this Agreement for a period of five years.

Each party certifies that it has implemented and will maintain a reasonable information security program to protect Customer
Information. The information security program shall seek to reasonably:

(a) to protect the security and confidentiality of Customer Information;
(b) to protect against any anticipated threats or hazards to the security or integrity of such Customer Information; and
(c) to protect against unauthorized access to or use of Customer Information which could result in substantial harm to
THE COMPANY or its affiliates, or to customers of any of them.

In the event that THE REINSURER is in material breach of any provisions of this paragraph, it shall immediately advise THE
COMPANY and take steps to remedy such breach.

Except as required by law, THE REINSURER will not disclose Information to third parties without the consent of THE COMPANY;
however, THE COMPANY agrees that THE REINSURER may, in the normal course of its business, share Information with other
insurance and reinsurance companies ("Retrocessionaires") to the extent necessary to retrocede risk to the
Retrocessionaires, so long as the Retrocessionaires have agreed to maintain the confidentiality of the Information on terms
substantially similar to this Agreement.

In the event THE REINSURER is required by court order or other legislative, judicial, or administrative process to disclose
Information, THE REINSURER agrees to provide THE COMPANY with prompt notice of the order or process so THE COMPANY has an
opportunity to obtain a protective order or other relief.

28. MEDICAL INFORMATION BUREAU

THE REINSURER is required to strictly adhere to the Medical Information Bureau Rules, and THE COMPANY agrees to abide by
these Rules, as amended from time to time. THE COMPANY will not submit a preliminary notice, application for reinsurance,
or reinsurance cession to THE REINSURER unless THE COMPANY has a signed, currently required Medical Information Bureau
authorization.

29. GOVERNING LAW

This Agreement shall be governed by the laws of New Jersey without giving effect to the principles of conflicts of laws
thereof.

30. ASSIGNMENT

This Agreement is not assignable by either party except by the express written consent of the other.

31. ACCESS TO RECORDS

THE REINSURER and THE COMPANY, or their duly authorized representatives, will have the right to inspect original papers,
records, and all documents relating to the business reinsured under this Agreement including underwriting, claims
processing, and administration. Such access will be provided during regular business hours at the office of the inspected
party.

32. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable, such determination will not impair or
affect the validity or the enforceability of the remaining provisions of this Agreement.

33. OFFSET

Any debts or credits, in favor of or against either THE REINSURER or THE COMPANY with respect to this Agreement are deemed
mutual debts or credits and may be offset and only the balance will be allowed or paid.

The right of offset will not be affected or diminished because of the insolvency of either party.

34. RETROCESSION

THE REINSURER will retain the right to retrocede all or any portion of the risks assumed by it arising under the reinsured
business.

35. NOTICES

All notices and other communications under this Agreement will be effective when received and sufficient if given in writing
and delivered by confirmed facsimile transmission, by certified or registered mail, or by an overnight delivery service of
general commercial use (such as UPS, Federal Express or Airborne), addressed to the attention of the applicable party
described as follows or any successors thereof:

NOTICES SENT TO THE COMPANY

Xxxxxxxx Xxxxxxxxx
Vice President and Actuary
The Prudential Insurance Company of America
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000-0000

NOTICES SENT TO THE REINSURER

Xxxxx Xxxxxx
Vice President Underwriting, COLI/BOLI
Scottish Re (U.S.) Inc.
0000 Xxxxxxxx
Xxxxxx, XX 00000

In witness of the above, THE 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 18, 2005.

----------------------------------------------------------- --------------------------------------------------------

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA SCOTTISH RE (U.S.), INC.
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------

By:________________________________ By:______________________________
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------

Title:_______________________________ Title:_____________________________
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------

Date:_______________________________ Date:_____________________________
----------------------------------------------------------- --------------------------------------------------------

----------------------------------------------------------- --------------------------------------------------------

Date:_______________________________ Date:_____________________________
----------------------------------------------------------- --------------------------------------------------------

SCHEDULE A

REINSURANCE COVERAGE
---------------------------------------------------------------------------------------------------------------------------------------

1. POLICIES REINSURED:

This Agreement covers the following plans:

o PruSelect III 2002 policies (Policy Form Numbers CVUL-1999 and all state variations) except policies written under the
Prudential owned COLI covering Prudential employees.
o Target Term Rider (TTR) (Policy Form Number PLI 455-1999 and all state variations).
added to PruSelect III 2002 Policies.

2. AUTOMATIC PORTION REINSURED:

For Fully Underwritten Policies

For US/Canadian and Non US/Canadian Residents, THE REINSURER will automatically reinsure an amount equal to 53.33% of the
net amount at risk corresponding to the face amount up to the First Layer of Coverage amounts shown in Schedule A, Section 5
below.

For Simplified and Guaranteed Issue

THE REINSURER will automatically reinsure an amount equal to 53.33% of the net amount at risk corresponding to the face
amount.

3. AUTOMATIC PORTION RETAINED:

For Fully Underwritten Policies

THE COMPANY will retain at least 10% of the net amount at risk corresponding to the face amount up to the First Layer of
Coverage as defined in Schedule A Section 5, below. THE COMPANY may cede up to 36.67% of the net amount at risk
corresponding to the face amount amount on a first-dollar quota share basis to other reinsurers. In addition, THE COMPANY
will retain 100% of the net amount at risk corresponding to the face amount in excess of the First Layer of Coverage.

For Simplified and Guaranteed Issue

THE COMPANY will retain at least 10% of the net amount at risk corresponding to the face amount. THE COMPANY may cede up to
36.67% of the net amount at risk corresponding to the face amount on a first-dollar quota share basis to other reinsurers.

4. NET AMOUNT AT RISK

The net amount at risk is determined as of the issue date and each subsequent policy anniversary and is defined as the death
benefit minus the contract fund.

5. AUTOMATIC ACCEPTANCE LIMIT:

Fully Underwritten

Maximum Face Amounts (Automatic Issue Limits)

For any policy to be reinsured under automatic reinsurance, the initial and ultimate face amount will not exceed the limits
shown in the following tables:

US/Canadian Residents - No Foreign Travel:

----------------------- ---------- ----------------------- --------------------- --------------------------
Non-Smoker/ Smoker Issue Age No Substandard Rating Rating Class A-D Class E-H
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
Non-Smoker 18 - 65 $40,000,000 $37,000,000 $24,000,000
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
66 - 70 $32,000,000 $29,000,000 $18,000,000
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
71 - 75 $24,000,000 $22,000,000 $12,000,000
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
76 - 77 $12,000,000 $12,000,000 $ 8,000,000
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
78 - 80 $ 8,000,000 $ 8,000,000 $ 4,000,000
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
81 - 84 $ 4,000,000 $ 4,000,000 None
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
Smoker 18 - 65 $34,000,000 $34,000,000 $24,000,000
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
66 - 70 $26,000,000 $26,000,000 $18,000,000
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
71 - 75 $21,000,000 $21,000,000 $12,000,000
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
76 - 77 $12,000,000 $12,000,000 $ 8,000,000
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
78 - 80 $ 8,000,000 $ 8,000,000 $ 4,000,000
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
81 - 84 $ 4,000,000 $ 4,000,000 None
----------------------- ---------- ----------------------- --------------------- --------------------------

---------------------------------------------------------------------------------------------------------------------------------------

US/Canadian Residents - Foreign Travel:

--------------------------- ------------------------------ --------------------- ---------------------------
Issue Age No Substandard Rating - Rating Class D - E Rating Class F-H
Rating Class C
--------------------------- ------------------------------ --------------------- ---------------------------
--------------------------- ------------------------------ --------------------- ---------------------------
18 - 70 $20,000,000 $15,000,000 None
--------------------------- ------------------------------ --------------------- ---------------------------
--------------------------- ------------------------------ --------------------- ---------------------------
71 - 75 $15,000,000 $10,000,000 None
--------------------------- ------------------------------ --------------------- ---------------------------
--------------------------- ------------------------------ --------------------- ---------------------------
00 - 00 Xxxx Xxxx Xxxx
--------------------------- ------------------------------ --------------------- ---------------------------

Non US/Canadian Residents:

First Layer Amounts

For any policy to be reinsured under automatic reinsurance, the initial and ultimate amounts subject to reinsurance are the
First Layer of Coverage amounts shown in the following tables:

US/Canadian Residents - No Foreign Travel:

----------------------- ---------- ----------------------- --------------------- --------------------------
Issue Age No Substandard Rating Rating Class A-D Class E-H

Non-Smoker/ Smoker
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
18 - 65 $25,000,000 $25,000,000 $17,500,000
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
66 - 70 $20,000,000 $20,000,000 $12,500,000
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
71 - 75 $17,500,000 $17,500,000 $ 7,500,000
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
76 - 77 $ 7,500,000 $ 7,500,000 $ 5,000,000
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
78 - 80 $ 5,000,000 $ 5,000,000 $ 2,500,000
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
81 - 84 $ 2,500,000 $ 2,500,000 None
----------------------- ---------- ----------------------- --------------------- --------------------------

US/Canadian Residents - Foreign Travel:

Non US/Canadian Residents:

Automatic Binding Limits

For any policy to be reinsured under automatic reinsurance, the initial and ultimate amounts reinsured with THE REINSURER on
that life will not exceed the amounts in the following tables:

US/Canadian Residents - No Foreign Travel:

----------------------- ---------- ----------------------- --------------------- --------------------------
Issue Age No Substandard Rating Rating Class A-D Class E-H

Non-Smoker/ Smoker
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
18 - 65 $13,332,500 $13,332,500 $9,332,750
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
66 - 70 $10,666,000 $10,666,000 $6,666,250
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
71 - 75 $9,332,750 $9,332,750 $3,999,750
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
76 - 77 $3,999,750 $3,999,750 $2,666,500
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
78 - 80 $2,666,500 $2,666,500 $1,333,250
----------------------- ---------- ----------------------- --------------------- --------------------------
----------------------- ---------- ----------------------- --------------------- --------------------------
81 - 84 $1,333,250 $1,333,250 None
----------------------- ---------- ----------------------- --------------------- --------------------------

US/Canadian Residents - Foreign Travel:

--------------------------- ------------------------------ --------------------- ---------------------------
Issue Age No Substandard Rating - Rating Class D - E Rating Class F-H
Rating Class C
--------------------------- ------------------------------ --------------------- ---------------------------
--------------------------- ------------------------------ --------------------- ---------------------------
18 - 70 $10,666,000 $7,999,500 None
--------------------------- ------------------------------ --------------------- ---------------------------
--------------------------- ------------------------------ --------------------- ---------------------------
71 - 75 $7,999,500 $5,333,000 None
--------------------------- ------------------------------ --------------------- ---------------------------
--------------------------- ------------------------------ --------------------- ---------------------------
00 - 00 Xxxx Xxxx Xxxx
--------------------------- ------------------------------ --------------------- ---------------------------

Non US/Canadian Residents:

--------------------------- ------------------------------ --------------------- ---------------------------
Issue Age No Substandard Rating - Rating Class D - E Rating Class F-H
Rating Class C
--------------------------- ------------------------------ --------------------- ---------------------------
--------------------------- ------------------------------ --------------------- ---------------------------
18 - 70 $10,666,000 $7,999,500 None
--------------------------- ------------------------------ --------------------- ---------------------------
--------------------------- ------------------------------ --------------------- ---------------------------
71 - 75 $7,999,500 $5,333,000 None
--------------------------- ------------------------------ --------------------- ---------------------------
--------------------------- ------------------------------ --------------------- ---------------------------
00 - 00 Xxxx Xxxx Xxxx
--------------------------- ------------------------------ --------------------- ---------------------------

Jumbo Limits

The amounts in force and applied for on an individual life, including replacements, cannot exceed:

>> $50,000,000 for US/Canadian Residents without Foreign Travel
>> $35,000,000 for US/Canadian Residents with Foreign Travel or Non US/Canadian Residents

These jumbo limits apply to all issue ages and rating classes and do not vary between smokers and non-smokers.

Location Limits (Per Case)

The total initial face amount subject to reinsurance with the pool at a single location cannot exceed $87.5 million. THE
REINSURER's share of the initial case face amount must not exceed $46,663,750.

All cases with Manhattan, New York City risks must be submitted facultatively.

Projected Net Amount at Risk Limits

For each life, the net amount at risk projected at issue cannot exceed the amount shown above for the maximum ultimate face
amount. The projected net amount at risk is determined from the primary illustration provided by THE COMPANY during the
sales process. If the net amount at risk projected at issue exceeds the US/Canadian Resident limits, then facultative
reinsurance must be pursued.

Simplified Issue

Minimum Number of Lives

Simplified Issue cases must include at least 10 lives.

Issue Ages

The minimum issue age is 18; the maximum issue age for automatic reinsurance is 72. In addition, 75% of all participants in
the case must be at or below issue age 60.

Maximum Face Amounts (Automatic Issue Limits)

The face amounts per life cannot exceed the following:

>> Initial: $35,000 times the total number of lives up to $3,500,000
>> Ultimate*: $70,000 times the total number of lives up to $7,000,000

* Ultimate face amount includes the initial face amount plus any increases.

Automatic Binding Limits

Therefore, the maximum face amounts per life that may be automatically ceded to the REINSURER are:

>> Initial: 53.33% * Maximum Initial Face Amount
>> Ultimate: 53.33% * Maximum Ultimate Face Amount

Stacking Limits

The amounts of Simplified Issue and Guaranteed issue in force and applied for across any and all companies on a single life
cannot exceed the lesser of three times the automatic issue limit or $10 million.

Non-US/Canadian Resident Limits

Face amounts for Non-US/Canadian work addresses cannot exceed 5% of the Simplified or Guaranteed Issue case face amounts.

Location Limits (Per Case)

The total initial face amount subject to reinsurance with the pool at a single location cannot exceed $87.5 million. THE
REINSURER's share of the initial case face amount must not exceed $46,663,750.

All cases with Manhattan, New York City risks must be submitted facultatively.

Projected Net Amount at Risk Limits

Other Conditions

Pooled cases and cases involving negative consent are ineligible for automatic reinsurance.

Guaranteed Issue

Minimum Number of Lives

Guaranteed Issue cases must include at least 25 lives.

Issue Ages

The minimum issue age is 18; the maximum issue age for automatic reinsurance is 69. In addition, 75% of all participants in
the case must be at or below issue age 55.

Maximum Face Amounts (Automatic Issue Limits)

The face amounts per life cannot exceed the following:

>> Initial: $35,000 times the total number of lives up to $3,500,000
>> Ultimate: $70,000 times the total number of lives up to $7,000,000

Automatic Binding Limits

Therefore, the maximum face amounts per life that may be automatically ceded to the REINSURER are:

>> Initial: 53.33% * Maximum Initial Face Amount
>> Ultimate: 55.33% * Maximum Ultimate Face Amount

Stacking Limits

The amounts of Simplified Issue and Guaranteed Issue in force and applied for across any and all companies on a single life
cannot exceed the lesser of three times the automatic issue limit or $10 million.

Non-US/Canadian Resident Limits

Face amounts for Non-US/Canadian work addresses cannot exceed 5% of the Simplified or Guaranteed Issue case face amounts.

Location Limits (Per Case)

The total initial face amount subject to reinsurance with the pool at a single location cannot exceed $87.5 million. THE
REINSURER's share of the initial case face amount must not exceed $46,663,750.

All cases with Manhattan, New York City risks must be submitted facultatively.

Projected Net Amount at Risk Limits

Other Conditions

Pooled cases and cases involving negative consent are ineligible for automatic reinsurance.

6. OCCUPATION EXCLUSION LIST FOR AUTOMATIC REINSURANCE

o Entertainers
o High Profile Athletes

7. FOREIGN TRAVEL EXCLUSIONS

Applications by US/Canadian residents with foreign travel will be excluded from automatic reinsurance and handled on a
facultative basis if the following conditions apply:

o The amount of insurance is in excess of $1 million and
o Travel is to a "C" or "D" rated country where the expected travel is greater than or equal to three months or travel is to
an "E" rated country where the expected travel is greater than one month.

8. FOREIGN RESIDENCE EXCLUSIONS

Non-US/Canadian residents will be excluded from automatic reinsurance and handled on a facultative basis if the following
conditions apply:

o The amount of insurance is in excess of $1 million and
o Residence is in a "C" or "D" rated country.

9. REPORTING PERIOD:

The reporting period will be monthly.

10. MINIMUM CESSION:

The minimum policy amount per cession that can be reinsured with THE REINSURER is $53,330. The minimum amount for the basic
policy and any layer (including the Target Term Rider) is $5,000. Therefore, the minimum cession is $2,666.50.

11. RESERVES FOR REINSURANCE:

THE REINSURER will hold a reserve at least as high as the amount determined as the one-year term reserve on the portion of
each policy reinsured. This reserve will be calculated using the interest rate specified in the standard valuation law for
the applicable year of issue and the sex and smoker distinct 1980 CSO ultimate ALB mortality table.

12. RISK TRIGGER EVENT:

A "Risk Trigger Event" means that either of the following events has occurred:

(1) THE REINSURER's ratio of Total Adjusted Capital (as defined by the NAIC RBC formula and reported on THE REINSURER's
Annual Statement) to Authorized Control Level Risk-Based Capital becomes or falls below two hundred fifty percent (250%)
for two consecutive quarters;
(2) The Reinsurer's ratio of Total Adjusted Capital to Authorized Control Level Risk-Based Capital falls below two hundred
percent (200%) and is not raised back above 200% within 10 days.

If at any point in the future during the term of this Agreement, THE REINSURER's ratio of Total Adjusted Capital to
Authorized Control Level Risk-Based Capital falls below the amounts specified in clause (1) or (2) above, then THE COMPANY's
right of recapture will be triggered unless THE REINSURER elects to, and does, provide, on a timely basis, security in the
form of Assets in Trust as described in Section 13 of this Schedule A.

13. TRUST AGREEMENT PROVISIONS:

a. Under the circumstances described in the last paragraph of Section 23 of this Agreement or under the circumstances
described in Section 12 of this Schedule A, THE REINSURER may enter into, and maintain during the entire term of this
Agreement, a Trust Agreement to establish a trust account securing the Credit Amount (as defined in subsection b.
below), so as to avoid triggering THE COMPANY's right of recapture under Section 20. If THE REINSURER enters into a
Trust Agreement to establish a trust account securing the Credit Amount, the Trust Agreement must satisfy the
requirements of subsections b., c., d., e., f., g., h. and i. below. The trustee of the Trust shall be a "Qualified
Financial Institution" in accordance with applicable New Jersey regulations..

b. Fifteen days prior to the end of each calendar quarter or at any other time, THE COMPANY will determine and communicate
the Credit Amount to THE REINSURER. The Credit Amount shall be an amount at least equal to the deduction for
reinsurance ceded from THE COMPANY's liabilities for policies ceded under this Agreement. Such amount shall include,
but not be limited to, reinsurance reserves credits, reserves for claims and losses incurred (including losses incurred
but not reported), loss adjustment expenses, and unearned premiums. The amount shall also include a provision for
adverse deviation in claims and losses over the subsequent 3-month period that is in excess of any conservation already
included in the reinsurance reserve credits. THE COMPANY will communicate this amount to THE REINSURER in order to
enable THE REINSURER to ensure that the Trust is maintained with a sufficient balance. All costs and expenses of
maintaining the trust will be borne by THE REINSURER and will not be paid by any of the Assets held in the Trust.

c. THE REINSURER will deposit into the Trust on or before a date agreed to by the parties Assets that cause the market
value of the trust to meet or exceed 103% of the most recently communicated Credit Amount. In addition, as provided by
the Trust Agreement, THE REINSURER shall make future additional deposits into the Trust so as to cause the market value
of the trust assets at all times to meet or exceed 103% of the Credit Amount. THE REINSURER shall make such deposit(s)
within fifteen days of receiving notification of the Credit Amount.

d. The assets deposited in the trust account shall be valued according to their current fair market value, and shall
consist of only those instruments detailed within the Trust Agreement, provided that such investments are issued by an
institution that is not a parent, subsidiary, or an affiliate of either THE COMPANY or THE REINSURER. Upon request, THE
COMPANY will be entitled to a report setting forth the fair market value of the trust assets.

e. THE REINSURER shall, prior to depositing assets with the Trustee, execute assignments, endorsements in blank, or
transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignments, in order that
THE COMPANY, may, whenever necessary, negotiate any such assets without consent or signature from THE REINSURER or any
other entity.

f. All settlements of account between THE COMPANY and THE REINSURER shall be made in cash or its equivalent.

g. THE REINSURER and THE COMPANY agree that the assets in the trust account may be drawn upon at any time, notwithstanding
any other provisions in this Agreement, and be utilized and applied by THE COMPANY or any successor by operation of law
of THE COMPANY including, without limitation, any liquidator, rehabilitator, receiver or conservator of THE COMPANY, for
the following purposes:

i. To reimburse THE COMPANY for THE REINSURER's share of premiums returned to the owners of policies
reinsured under this Agreement on account of cancellation of such policies;

ii. To reimburse THE COMPANY for THE REINSURER's share of benefits or losses paid by THE COMPANY under the
terms and provisions of the policies reinsured under this Agreement;

xxx.Xx pay any other amounts THE COMPANY claims are due under this Agreement.

All of the foregoing will be applied without diminution because of insolvency on the part of THE COMPANY or THE
REINSURER.

THE COMPANY agrees to return to THE REINSURER any amounts withdrawn which are in excess of the actual amounts
required for i and ii above, or in the case of iii, such amounts that are in excess of the amounts ultimately
determined to be due under this Agreement.

Following the receipt of a new Credit Amount, but prior to the start of the new calendar quarter, THE REINSURER
shall have the right to seek approval from THE COMPANY to withdraw from the trust account a portion of the assets
contained therein and to transfer such assets to THE REINSURER, provided that after such withdrawal and transfer,
the market value of the trust account is no less than one hundred and three percent (103%) of the Credit Amount
most recently communicated by THE COMPANY to THE REINSURER. THE COMPANY should be the sole judge as to the
applicability of the provision, but it shall not unreasonably or arbitrarily withhold its approval.

h. The Trust shall remain in effect until the later of the termination of this Reinsurance Agreement or the full
satisfaction and discharge of any and all liabilities and obligations owed by THE REINSURER to THE COMPANY, unless THE
REINSURER and THE COMPANY mutually agree in writing to terminate the Trust at an earlier date. Notwithstanding any
provision contained in the Trust Agreement, THE REINSURER shall not seek to terminate the Trust unless it has written
permission from THE COMPANY. THE COMPANY shall not arbitrarily or unreasonably withhold such permission if another
form of collateral acceptable to THE COMPANY is provided by THE REINSURER for the Credit Amount. Upon termination of
the Trust by mutual agreement or full satisfaction and discharge of any and all liabilities and obligations owed by
THE REINSURER to THE COMPANY under this Agreement, any remaining assets shall be transferred to THE REINSURER.

i. Prior to THE REINSURER's establishing or funding the Trust, THE COMPANY shall submit the Trust Agreement to applicable
state regulatory authorities for approval, if any such approvals are required by state insurance law or regulations.
THE COMPANY shall promptly inform THE REINSURER of such approval or of any changes to such documents required by
regulatory authorities.

14. RISK RETENTION LIMITS:

The total amount of insurance retained on an individual life for THE COMPANY and its affiliates will not exceed the risk
retention limits in the following tables.

Non-Smoker:

-------------------- -------------------------- -------------------------- --------------------------
Issue Age No Substandard Rating Class A-D Class E-H
-------------------- -------------------------- -------------------------- --------------------------
-------------------- -------------------------- -------------------------- --------------------------
0 - 65 $30,000,000 $25,000,000 $15,000,000
-------------------- -------------------------- -------------------------- --------------------------
-------------------- -------------------------- -------------------------- --------------------------
66 - 70 $25,000,000 $20,000,000 $13,000,000
-------------------- -------------------------- -------------------------- --------------------------
-------------------- -------------------------- -------------------------- --------------------------
71 - 75 $15,000,000 $12,000,000 $10,000,000
-------------------- -------------------------- -------------------------- --------------------------
-------------------- -------------------------- -------------------------- --------------------------
76 - 80 $13,000,000 $10,000,000 $7,000,000
-------------------- -------------------------- -------------------------- --------------------------
-------------------- -------------------------- -------------------------- --------------------------
81 - 85 $9,000,000 $7,000,000 $5,000,000
-------------------- -------------------------- -------------------------- --------------------------
-------------------- -------------------------- -------------------------- --------------------------
86 - 90 $4,000,000 $3,000,000 $2,000,000
-------------------- -------------------------- -------------------------- --------------------------

Smoker:

-------------------- -------------------------- -------------------------- --------------------------
Issue Age No Substandard Rating Class A-D Class E-H
-------------------- -------------------------- -------------------------- --------------------------
-------------------- -------------------------- -------------------------- --------------------------
15 - 65 $20,000,000 $20,000,000 $15,000,000
-------------------- -------------------------- -------------------------- --------------------------
-------------------- -------------------------- -------------------------- --------------------------
66 - 70 $15,000,000 $15,000,000 $12,000,000
-------------------- -------------------------- -------------------------- --------------------------
-------------------- -------------------------- -------------------------- --------------------------
71 - 75 $10,000,000 $10,000,000 $10,000,000
-------------------- -------------------------- -------------------------- --------------------------
-------------------- -------------------------- -------------------------- --------------------------
76 - 80 $10,000,000 $10,000,000 $6,000,000
-------------------- -------------------------- -------------------------- --------------------------
-------------------- -------------------------- -------------------------- --------------------------
81 - 85 $7,000,000 $6,000,000 $4,000,000
-------------------- -------------------------- -------------------------- --------------------------
-------------------- -------------------------- -------------------------- --------------------------
86 - 90 $3,000,000 $2,000,000 $2,000,000
-------------------- -------------------------- -------------------------- --------------------------

SCHEDULE B

AUTOMATIC AND FACULTATIVE REINSURANCE PREMIUMS
---------------------------------------------------------------------------------------------------------------------------------------

1. STANDARD ANNUAL REINSURANCE PREMIUMS

The standard annual reinsurance premiums per $1,000 of net amount at risk will be the product of the reinsurance factor, a
grading factor and the June 14, 2001 version of the sex and smoker distinct, age last birthday, 2001 Valuation Basic Table
attached to this Schedule B.

The reinsurance factors vary by underwriting basis (Fully Underwritten, Simplified Issue, Guaranteed Issue) and underwriting
class (Select Preferred, Preferred and Standard). The factors for the Select Preferred and Preferred Classes will be
applied to the Non-Smoker Valuation Basic Table rates, and the factors for the Standard Class will be applied to the Smoker
rates.

The standard annual reinsurance factors for (1) all cessions of automatic reinsurance and (2) cessions of facultative
reinsurance in the amount of $10 million or less, are shown in the following table:

----------------------- --------------------- ---------------------------- ----------------------
Underwriting Basis Select Preferred Preferred Standard
(non-smoker) --------------------------- (smoker)
(non-smoker)
----------------------- --------------------- ---------------------------- ----------------------
----------------------- --------------------- ---------------------------- ----------------------
Fully Underwritten .610 .730 .610
----------------------- --------------------- ---------------------------- ----------------------
----------------------- --------------------- ---------------------------- ----------------------
Simplified Issue .560 .660 .640
----------------------- --------------------- ---------------------------- ----------------------
----------------------- --------------------- ---------------------------- ----------------------
Guaranteed Issue .610 .640 .640
----------------------- --------------------- ---------------------------- ----------------------

The grading factors vary by underwriting basis (Fully Underwritten, Simplified Issue, Guaranteed Issue) and duration and are
shown in the following table:

---------- ---------------------------- --------------------------- -----------------------------
Policy Fully Simplified Guaranteed
Year Underwritten Issue Issue
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
1 100.00% 150.00% 175.00%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
2 100.00% 147.50% 171.25%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
3 100.00% 145.00% 167.50%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
4 100.00% 142.50% 163.75%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
5 100.00% 140.00% 160.00%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
6 100.00% 137.50% 156.25%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
7 100.00% 135.00% 152.50%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
8 100.00% 132.50% 148.75%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
9 100.00% 130.00% 145.00%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
10 100.00% 127.50% 141.25%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
11 100.00% 125.00% 137.50%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
12 100.00% 122.50% 133.75%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
13 100.00% 120.00% 130.00%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
14 100.00% 117.50% 126.25%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
15 100.00% 115.00% 122.50%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
16 100.00% 112.50% 118.75%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
17 100.00% 110.00% 115.00%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
18 100.00% 107.50% 111.25%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
19 100.00% 105.00% 107.50%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
20 100.00% 102.50% 103.75%
---------- ---------------------------- --------------------------- -----------------------------
---------- ---------------------------- --------------------------- -----------------------------
21+ 100.00% 100.00% 100.00%
---------- ---------------------------- --------------------------- -----------------------------

2. SUBSTANDARD ANNUAL REINSURANCE PREMIUMS

For fully underwritten and simplified issue business, the substandard rating classes A through H are available on all
underwriting classes (Select Preferred, Preferred, Standard). For substandard issues, the substandard extra reinsurance
premium (plus any flat extra) is payable for 20 years. After this period, the base reinsurance premium (plus any flat
extra) is payable until the end of the premium paying period.

The substandard extra annual reinsurance premiums per $1,000 for substandard issues will be the product of the base
reinsurance premiums per $1,000 and the factor for the appropriate rating class. The factor is a product of the 95%
substandard adjustment percentage and the substandard mortality multiple for the rating class. Note that this is the total
premium rate, including both the base and substandard extra premium rates.

The factors (after the 95% adjustment mentioned above) applicable for the first 20 policy years are as follows:

---------------------- ------------------------
Special Class Factor
---------------------- ------------------------
---------------------- ------------------------
A 1.330
---------------------- ------------------------
---------------------- ------------------------
B 1.568
---------------------- ------------------------
---------------------- ------------------------
C 1.805
---------------------- ------------------------
---------------------- ------------------------
D 2.138
---------------------- ------------------------
---------------------- ------------------------
E 2.613
---------------------- ------------------------
---------------------- ------------------------
F 3.088
---------------------- ------------------------
---------------------- ------------------------
G 3.563
---------------------- ------------------------
---------------------- ------------------------
H 4.275
---------------------- ------------------------

3. FLAT EXTRA REINSURANCE PREMIUMS

The flat extra reinsurance premium per $1,000 will be the product of flat extra premiums charged by THE COMPANY and the
factors in the following table:

--------------------------------------------------------------
Permanent Flat Extra Premiums (i.e., for more than 5
years duration)
--------------------------------------------------------------
First year .25
--------------------------- ----------------------------------
--------------------------- ----------------------------------
Renewal year .90
--------------------------- ----------------------------------

--------------------------------------------------------------
Temporary Flat Extra Premiums (i.e., for 5 years
duration or less)
--------------------------------------------------------------
All years .90
--------------------------- ----------------------------------

4. AGE BASIS

Age Last Birthday

5. PREMIUM TAXES

Premium taxes are not reimbursed.

6. CURRENCY

All amounts are in U.S. Dollars.

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AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM REINSURANCE AGREEMENT EFFECTIVE January 18, 2005

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