AUTOMATIC

Exhibit (g)(4)

AUTOMATIC

REINSURANCE AGREEMENT

(hereinafter, "the Agreement")

between

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

of Newark, Delaware

(hereinafter, "Cedent")

And

OPTIMUM RE INSURANCE COMPANY

Dallas, Texas

(hereinafter, "Reinsurer")

Advanced Market Reinsurance Agreement

EFFECTIVE JANUARY 1, 2007

ARTICLES TABLE OF CONTENTS PAGE
-------- ----------------- ----

I Reinsurance Coverage 3
II Requirements for Automatic Reinsurance 3
III Requirements for Facultative Reinsurance 4
IV Liability 5
V Reinsurance Ceded to NYLARC 5
VI Notification of Reinsurance 6
VII Types of Reinsurance 6
VIII Reinsurance Premiums 6
IX Reinsurance Accounting 7
X Oversights 9
XI Reductions, Terminations and Changes 9
XII Increase In Retention 10
XIII Reinstatement 11
XIV Expenses 11
XV Claims 12
XVI Premium Tax Reimbursement 14
XVII DAC Tax Requirements 14
XVIII Inspection Of Records 15
XIX Change of Financial Condition 15
XX Insolvency 16
XXI Arbitration 17
XXII Parties To Agreement 18
XXIII Entire Agreement 18
XXIV Duration Of Agreement 18
XXV Choice of Law and Forum 19
XXVI Confidentiality 19

SCHEDULES

A Policies
B Reinsurance Premium Rates
C Cedent's Retention Limits

NYLIAC ADVANCED MARKET REINSURANCE AGREEMENT

ALL SCHEDULES AND EXHIBITS ATTACHED HERETO WILL BE CONSIDERED
PART OF THIS AGREEMENT.

ARTICLE I
REINSURANCE COVERAGE

1. Reinsurance under this Agreement shall be individual life insurance of the
type of business stated in Schedule A. Cedent shall automatically reinsure
and Reinsurer shall automatically accept the life insurance for the plans
and riders as stated in Schedule A that meet the requirements of Article II
below. Reinsurer's liability for the risks ceded hereunder shall be based
on the quota share specified in Schedule A unless a greater amount is
reinsured pursuant to Article III. (Individual life insurance reinsured
pursuant to Article I and II or Article III hereinafter referred to as a
"Covered Policy(ies)".)

2. The effective date of this Agreement shall be January 1, 2007.

ARTICLE II
REQUIREMENTS FOR AUTOMATIC REINSURANCE

Cedent shall not cede, and Reinsurer shall not accept, any individual life
insurance for reinsurance under this Agreement unless it meets the following
requirements:

1. The individual risk must be a resident of the United States or Canada.

2. The individual risk must be underwritten by Cedent in accordance with
Cedent's usual underwriting practices and guidelines, or arise out of a
conversion from a prior term policy issued by Cedent. Conversions need not
have been previously reinsured with the Reinsurer to be reinsured under
this agreement, however, conversions are subject to all the requirements of
this Article including Jumbo Limits as set forth in paragraph 4. The
individual must be classified as select preferred, preferred, non-smoker,
select standard, standard or substandard, in accordance with those
guidelines.

3. The age of the individual risk at issue must be no greater than the maximum
issue age shown on Schedule A.

4. The maximum amount of insurance in force, including any amounts to be
replaced as stated on the application or signed amendment plus the total
new amount of insurance applied for in all insurance companies on each life
must not exceed the jumbo limit shown on Schedule A.

5. Amounts to be replaced can be deducted from the total amount inforce where
there is either a 1035 Exchange, an absolute assignment, or an internal
replacement situation where the new issuing company is replacing a like
amount of its inforce coverage.

If a policy to be replaced is not cancelled, thereby resulting in a jumbo
risk, the Reinsurer has the right to decline the case and refund all
related premiums with interest. If the Reinsurer exercises this right,
Cedent will assume full liability for the risk.

5. The amount of insurance issued and applied for with Cedent on each life
must not exceed the automatic binding limits shown on Schedule A.

6. The initial amount of life insurance on each Covered Policy must not be
less than the minimum amount at issue as shown on Schedule A.

7. The issuance of the insurance must constitute the doing of business in a
jurisdiction in which Cedent is properly licensed.

8. On each Covered Policy, Cedent must retain at least the percentage amount
of each risk as shown in Schedule A (hereinafter referred to as the
"Automatic Retained Percentage"), notwithstanding any portion of a Covered
Policy that is reinsured under an agreement with New York Life Agents
Reinsurance Company ("NYLARC").

9. The application is on a life that has not been submitted facultatively to
the Reinsurer or any other reinsurer within the last three (3) years, or if
the original reason for submitting facultatively no longer applies.

ARTICLE III
REQUIREMENTS FOR FACULTATIVE REINSURANCE

1. If the requirements for automatic reinsurance on an individual life are not
met, or are met but Cedent prefers to apply for facultative reinsurance,
then Cedent may apply to Reinsurer for facultative reinsurance. In order to
apply for facultative reinsurance, Cedent must submit to Reinsurer complete
copies of the original application, medical examiner's reports, inspection
reports, attending physicians' statements plus any other papers or
information that may have a bearing on the insurability of the risk.

2. After Reinsurer has examined the underwriting information submitted in
accordance with Paragraph 1 above, Reinsurer shall promptly notify Cedent
in writing of either a final underwriting offer for facultative reinsurance
or an underwriting offer for facultative reinsurance subject to additional
requirements. Either underwriting offer of facultative reinsurance on an
individual life will automatically terminate on the first of the following
dates:

(a) The date Reinsurer receives notice from Cedent that Cedent has
withdrawn Cedent's application for facultative reinsurance;

(b) A date that is one hundred twenty (120) days after the date Reinsurer
made the offer; or

3. If an underwriting offer made by Reinsurer in accordance with Paragraph 2
is accepted by Cedent in writing prior to the date the offer terminates,
that individual life is reinsured under the terms of this Agreement.

ARTICLE IV
LIABILITY

1. Reinsurer's liability for automatic reinsurance on each Covered Policy will
begin simultaneously with Cedent's liability.

2. Reinsurer's liability for facultative reinsurance on each Covered Policy
will begin simultaneously with Cedent's liability once Reinsurer has
accepted the application for facultative reinsurance in writing and Cedent
has, during the lifetime of the insured, accepted Reinsurer's offer for
facultative reinsurance.

3. Reinsurer's liability for reinsurance on each Covered Policy will terminate
when Cedent's liability terminates.

4. The initial and subsequent Reinsurance Premiums (as defined herein) must be
received by Reinsurer on a timely basis as provided in Article IX for
Reinsurer to maintain Reinsurer's liability for each individual risk.

5. Reinsurer agrees to accept policies backdated to the date six months prior
to the effective date of this Agreement for reinsurance coverage under this
Agreement. However, it is agreed that Reinsurer shall not be liable for any
mortality risk on such policies until the effective date of this Agreement.
When the policy is reinsured, Cedent will pay premium from the policy date.

6. Reinsurer shall be liable for proceeds paid under Cedent's conditional
receipt or temporary insurance agreement for risks reinsured automatically
pursuant to the terms of this Agreement. Reinsurer shall not be liable for
proceeds paid under Cedent's conditional receipt or temporary insurance
agreement for risks submitted on a facultative basis, where Cedent's
liability for payment under the conditional receipt or temporary insurance
is established before Reinsurer has accepted the application for
facultative reinsurance in writing and Cedent has accepted Reinsurer's
offer.

ARTICLE V
REINSURANCE CEDED TO NYLARC

In determining the amount of a Covered Policy to be reinsured under this
Agreement, where the Covered Policy is reinsured under an agreement between New
York Life Agents Reinsurance Company ("NYLARC") and Cedent, the net amount of
any reinsurance eligible to be assumed by NYLARC and not retroceded back to
Cedent will first be deducted and then the terms of Article I through III and
Schedule A will be applied to the remainder to determine the amount of
reinsurance.

The amount of reinsurance assumed by NYLARC and not retroceded back to Cedent
will be 25% of the net amount at risk of each eligible Covered Policy up to a
maximum

amount of $250,000 per life. Generally, if 25% of the net amount at risk of a
Covered Policy issued on an individual life is greater than $250,000, the
difference between such amounts will be retroceded to Cedent and will be
reinsured under this Agreement. The 25% will be adjusted to reflect the NYLARC
agent's or agents' share of the Covered Policy. This Article will not apply to
any Covered Policy until the reinsurance agreement between NYLARC and Cedent
becomes effective with respect to that Covered Policy. The following policies or
riders are not eligible for reinsurance with NYLARC:

A. Policies or riders that are initially substandard or rated (i.e. prior
to shaving program)

B. Policies or riders issued to insureds under age 15 or over age 85 for
Universal Life, or over age 84 for Variable Universal Life.

ARTICLE VI
NOTIFICATION OF REINSURANCE

Within thirty-one (31) days after the end of each calendar quarter, Cedent will
send Reinsurer an in force listing of all Covered Policies reinsured under this
Agreement.

ARTICLE VII
TYPES OF REINSURANCE

1. Automatic reinsurance under this Agreement shall be on a calendar monthly
renewable term basis, based on the net amount at risk. The net amount at
risk is defined in Schedule A.

2. If requested, Cedent shall furnish Reinsurer with a copy of each policy
form, form of rider and rate book that applies to the life insurance
reinsured.

ARTICLE VIII
REINSURANCE PREMIUMS

1. The premium for each Covered Policy reinsured pursuant to this Agreement
will be: (a) the quota share shown on Schedule A; multiplied by (b) the
reinsurance premium rate calculated in accordance with Schedule B applied
to the net amount at risk (hereinafter, the "Reinsurance Premium").

2. For technical reasons relating to the uncertain status of deficiency
reserve requirements, the reinsurance premium rates shown in Schedule B
cannot be guaranteed for more than one year. However, Reinsurer anticipates
continuing to accept premiums on the basis of the reinsurance premium rates
as described in Schedule B for reinsurance ceded. If Reinsurer deems it
necessary to increase reinsurance premium rates, such increased rates shall
not be higher than the valuation net premiums for yearly renewable term
insurance calculated using the minimum statutory mortality rates and
maximum statutory interest rate for each year of issue.

3. Reinsurer shall notify Cedent of its intention to change the reinsurance
premium

rates by giving one hundred eighty (180) days written notice. With respect
to any notice given under this Paragraph, the day the notice is deposited
in the mail addressed to the home office or to an officer of the party
receiving such notice will be the first day of the one hundred eighty (180)
day period. Reinsurer and Cedent will have a ninety (90) day period after
notice has been given to negotiate a change in the rates. Should no
agreement be reached by the end of this period, a third party qualified
actuary mutually agreed upon by both parties will be appointed to review
the change in rates and submit a written report within thirty (30) days of
the appointment. Cedent and Reinsurer will share equally in the cost of the
third party actuary. If the change in the rates is considered justified by
the actuary, then such a change in rates will take effect no earlier than
ninety (90) days after the date of the report and no recapture by Cedent
will be allowed. If the change in the rates is not deemed justified by the
actuary, and Reinsurer, without Cedent's approval, proceeds with any change
in the rates, (such change to be effective no earlier than 90 days after
the Reinsurer's notice to proceed with such change) then Cedent shall have
the right to terminate this Agreement and recapture all the policies
affected by such change in rates by providing ninety (90) days written
notice of termination. During the period before termination, premiums shall
be calculated based on the current premium rate.

4. Other than as stated in paragraph 5 below, Reinsurer may increase rates
under this treaty only if it increases rates under all similar business
that it reinsures with all ceding companies and on which it has the right
to raise rates. Similar business includes fully underwritten business, with
similar risk categories, reinsured on a YRT basis within three years before
and three years after the effective date of the Agreement. The increase in
rates may not be higher than the average increase applied to all similar
business.

5. If Cedent changes the mortality elements of the current policyowner
premiums, Reinsurer reserves the right to change the reinsurance premium
rates in the same proportion that Cedent changes the mortality elements.

ARTICLE IX
REINSURANCE ACCOUNTING

1. PAYMENT OF REINSURANCE PREMIUMS

A. The Reinsurance Premiums shall be payable to the Reinsurer on the
calendar monthly basis regardless of how insurance premiums are
payable to Cedent.

Under this method of remittance Cedent shall hold the entire statutory
valuation reserve reduced by any unaccrued monthly reinsurance net
premium attributable to the current calendar month. Cedent shall hold
a reserve attributable to that premium. At the end of each calendar
month the unaccrued portion of the current monthly reinsurance net
premium is equal to zero.

B. Cedent shall prepare and submit to Reinsurer a monthly statement,
either electronically or by regular U.S. postal service, which will
provide the pertinent policy premium details in a mutually agreed upon
report format, within thirty (30) days following the last day of the
same calendar month. The net monthly

premiums due will be (i) the balance of monthly Reinsurance Premiums
due on reinsurance in force at the end of the immediately preceding
calendar month plus (ii) Reinsurance Premiums due on new business
reinsured during the current month, minus (iii) the refunds of
Reinsurance Premiums due Cedent on deaths, lapses and changes, plus or
minus (iv) Reinsurance Premiums adjustments due to a misstatement of
age or sex, without interest.

C. If the monthly statement shows a net Reinsurance Premium balance is
payable to Reinsurer, Cedent shall remit this amount due Reinsurer
within thirty (30) days. If the amount is not paid within the
prescribed period, the premiums for all of the reinsurance risks
listed on the statement will be delinquent.

D. If the monthly statement shows a net Reinsurance Premium balance is
payable to Cedent, Reinsurer shall remit Reinsurer's payment to Cedent
within thirty (30) days after receiving Cedent's statement.

2. TERMINATION BECAUSE OF NON-PAYMENT OF PREMIUMS

When Reinsurance Premiums are delinquent, Reinsurer shall have the right to
terminate the reinsurance risks on the statement by giving Cedent thirty
(30) days' written notice. As of the close of this thirty (30) day period
all of Reinsurer's liability will terminate for:

A. The risks described in the preceding sentence, and

B. The risks where the Reinsurance Premiums became delinquent during the
thirty (30) day period.

Regardless of these terminations, Cedent will continue to be liable to
Reinsurer for all unpaid Reinsurance Premiums earned by Reinsurer. Cedent
agrees that Cedent will not force termination under this provision solely
to avoid the recapture requirements or to transfer the block of business
reinsured to another reinsurer.

3. REINSTATEMENT OF A DELINQUENT STATEMENT.

Cedent may reinstate all the terminated risks within sixty (60) days after
the effective date of termination by paying the unpaid Reinsurance Premiums
for the risks in force prior to the termination. However, Reinsurer will
not be liable for any claim incurred between the date of termination and
reinstatement. The effective date of reinstatement will be the day that
Reinsurer receives the required back Reinsurance Premiums.

4. CURRENCY.

The Reinsurance Premiums and claims payable under this Agreement will be
payable in the lawful money of the United States.

5. OFFSET

Any debts or credits incurred on and after the effective date of this
agreement in favor of or against either Cedent or Reinsurer with respect to
this Agreement are deemed mutual debts or credits, as the case may be, and
may be offset, and only the balance will be allowed or paid provided the
party that seeks to avail itself of this right of offset is not in breach
of any provision of this Agreement. The right of offset will not be
affected or diminished because of the insolvency of either party.

6. BALANCES IN DEFAULT

Reinsurer reserves the right to charge interest at the Prime Rate plus 2%
as stated in the Wall Street Journal on the first business day in January
prior to the due date of the premium when renewal premiums are not paid
within sixty (60) days of the due date or premiums for new business are not
paid within one hundred twenty (120) days of the date the policy is issued.

ARTICLE X
OVERSIGHTS

Inadvertent delays, errors or omissions made in connection with this Agreement
or any transaction hereunder shall not relieve either party from any liability
which would have attached had such delay, error or omission not occurred,
provided always that such error or omission is rectified as soon as possible
after discovery, and provided that the party making such error or omission or
responsible for such delay shall be responsible for any additional liability
which attaches as a result. This section shall not apply to applications for
facultative reinsurance for which the Reinsurer has not received written
notification that its offer of facultative reinsurance has been accepted by the
Cedent in accordance with Article III or has received notice from Cedent that
Cedent has withdrawn Cedent's application for facultative reinsurance.

ARTICLE XI
REDUCTIONS, TERMINATIONS AND CHANGES

1. If there is a contractual or non-contractual replacement or change in the
insurance reinsured under this Agreement where full medical underwriting
evidence according to Cedent's regular underwriting rules is not required,
the insurance will continue to be reinsured with Reinsurer.

2. If the insurance reinsured under this Agreement increases and

A. The increase is subject to new underwriting evidence, the provisions
of Article I and II or Article III shall apply to the increase in
reinsurance.

B. The increase is contractual and is not subject to new underwriting
evidence, Reinsurer will accept automatically the increase in
reinsurance but not to exceed Reinsurer's automatic binding limit.

3. If the insurance reinsured under this Agreement is increased or reduced,
the reinsurance for each policy involved will be proportionately increased
or reduced on the effective date of increase or reduction.

4. If other policies on a life reduce, terminate or change, the Cedent will
not terminate or change the policy net amount at risk ceded under this
Agreement.

5. If the insurance for a risk is shared by more than one reinsurer,
Reinsurer's percentage of the increased or reduced reinsurance will be the
same as Reinsurer's percentage of the initial reinsurance of each policy.

6. If insurance reinsured under this Agreement is terminated, the reinsurance
for the policy involved will be terminated on the effective date of
termination.

7. On facultative reinsurance, if Cedent wishes to reduce the mortality
rating, this reduction will be subject to the facultative provisions of
this Agreement.

8. Reinsurer will refund to Cedent all unearned reinsurance premiums, arising
from reductions, terminations and changes as described in this Article.

ARTICLE XII
INCREASE IN RETENTION

1. If Cedent should increase Cedent's Retention Limits shown in Schedule C,
Cedent shall give Reinsurer prompt written notice of this increase.

2. Cedent will have the option to recapture a portion of the reinsurance under
this Agreement when Cedent's Retention Limits increase.

A. Automatic Cessions: The recapture will be effected through a
proportional increase in Cedent's Automatic Retained Percentage,
defined in Article II Section 8. The increase in the Automatic
Retained Percentage will be proportionate to the increase in Cedent's
Retention Limit for the corresponding issue ages.

B. Facultative Cessions: The recapture will be effected through a
proportional increase in Cedent's Facultative Retained Percentage,
defined as the percentage of the total net amount at risk on the
policy that the ceding company retains at policy issue. The increase
in the Facultative Retained Percentage will be proportionate to the
increase in Cedent's Retention Limit for the corresponding issue ages.

Cedent may exercise Cedent's option to recapture by giving Reinsurer ninety
(90) days prior written notice of such recapture.

3. If Cedent exercises this option to recapture, then

A. Cedent must reduce the reinsurance on each individual life on which
Cedent retained its Automatic Retained Percentage or Facultative
Retained

Percentage that was in effect on this treaty at the time of the
increase in retention limit.

B. If an individual life is shared by more than one reinsurer,
Reinsurer's percentage of the reduced reinsurance will be the same as
Reinsurer's percentage of the initial reinsurance on the individual
life.

4. The reduction of reinsurance will become effective on the later of the
following dates:

A. The policy anniversary date immediately following the effective date
of Cedent's increase in Retention Limits.

B. The number of years stated in Schedule A starting with the original
policy date shown on Cedent's listing.

If any policy or policies that Cedent intends to recapture are omitted or
overlooked, acceptance of reinsurance premiums after the date of recapture
would have taken place will not cause Reinsurer to be liable for the amount
of the risk that would have been recaptured. Reinsurer will be liable only
for the refund of reinsurance premiums paid.

ARTICLE XIII
REINSTATEMENT

If a Covered Policy lapses for nonpayment of premium and is reinstated under
Cedent's terms and rules, the reinsurance will be reinstated by Reinsurer.
Cedent must pay Reinsurer all back Reinsurance Premiums in the same manner as
Cedent received insurance premiums under Cedent's policy. If Reinsurer is
requested to reinstate a policy that was originally ceded to Reinsurer on a
facultative basis, then Cedent must submit the policy and associated papers
concerning the individual's insurability to Reinsurer to be underwritten and
approved for the reinsurance to be reinstated if:

1. the policy lapsed for six months or longer, or

2. Cedent seeks additional underwriting information, or

3. Cedent reinsures 100% of the policy.

If the above conditions are not present, Cedent may automatically reinstate a
policy that was originally ceded to Reinsurer on a facultative basis.

ARTICLE XIV
EXPENSES

Cedent shall pay the expense of all medical examinations, inspection fees and
other underwriting expenses in connection with the issuance of the insurance.

ARTICLE XV
CLAIMS

1. Reinsurer shall pay Reinsurer's quota share of any claim under a Covered
Policy within a reasonable time after Cedent submits the claim to
Reinsurer. Reinsurer shall make payment to Cedent in a single sum
regardless of Cedent's mode of settlement.

2. All reinsurance claim settlements made in accordance with Paragraph 1 above
will be subject to the terms and conditions of the Covered Policy under
which Cedent is liable.

3. When Cedent is advised of a claim for insurance benefits reinsured under
this Agreement, Cedent must promptly notify Reinsurer.

4. If a claim is made under a Covered Policy reinsured under this Agreement,
Reinsurer will abide by the issue as it is settled by Cedent. The maximum
benefit payable to Cedent under each Covered Policy is the amount
specifically reinsured with Reinsurer. When Cedent requests payment of the
reinsurance proceeds, Cedent must deliver a copy of the proof of death,
proof of payment and the claimant's statement to Reinsurer.

5. A. Cedent must promptly notify Reinsurer of litigation that results from
Cedent's contesting insurance reinsured under this Agreement, or
asserting defenses to a claim for such insurance ("Litigation"). Upon
receipt of such notice and after Reinsurer has received all requested
documents relevant to such Litigation, the Reinsurer must promptly
notify the Cedent in writing of the Reinsurer's decision whether or
not to participate in the Litigation. If Reinsurer participates in the
Litigation, and if the Litigation results in the reduction of Cedent's
liability, Reinsurer will share in this reduction. Reinsurer's
percentage of the reduction will be Reinsurer's net amount of risk on
the individual life as it relates to Cedent's total net amount at risk
on the date of the death of the insured.

B. If Reinsurer should decline in writing to participate in the
Litigation, Reinsurer will be released of all liability by paying
Cedent (i) the full amount of reinsurance as if there had been no
contest, compromise or Litigation, and (ii) Reinsurer's proportionate
share of covered expenses incurred to the date Reinsurer notifies
Cedent that Reinsurer declines to participate. Reinsurer will not
share in any subsequent reduction in liability.

6. If the amount of insurance provided by a Covered Policy reinsured under
this Agreement is increased or reduced because of a misstatement of age or
sex established after the death of the insured, Reinsurer will share with
Cedent in this increase or reduction. Reinsurer's share of this increase or
reduction will be the percentage that Reinsurer's net liability relates to
Cedent's total net liability, immediately prior to this increase or
reduction.

7. Cedent shall pay the routine expenses incurred in connection with settling
claims. These expenses may include compensation of agents and employees and
the cost of routine investigations.

8. Reinsurer shall share with Cedent all expenses that are not routine.
Expenses that are not routine are those directly incurred in connection
with the contest or the possibility of a contest of insurance or the
assertion of defenses. These expenses will be shared in proportion to the
net sum at risk for both parties. However, if Reinsurer has released
Reinsurer's liability under Paragraph 5 of this Article, Reinsurer will not
share in any expenses incurred after Reinsurer's date of release.

The Reinsurer shall not be liable for any portion of any administrative
expenses incidental to the settlement of claims or for the compensation of
salaried officers and employees of the Ceding Company involved in the
settlement or investigation of claims. The Reinsurer shall not be liable
for expenses incurred by the Ceding Company solely to resolve a dispute
arising out of conflicting claims of entitlement to policy proceeds or
benefits.

9. Notwithstanding anything contained in this Article to the contrary,
Reinsurer will pay Reinsurer's proportionate share of a judgment which
includes extra-contractual damages awarded against Cedent in a lawsuit
arising out of a contested claim unless Reinsurer has declined to
participate in the contest pursuant to Paragraphs 5A and 5B of this
article.

The extent of Reinsurer's liability for extra-contractual damages, however,
exclude those damages assessed against Cedent as a result of acts,
omissions or a course of conduct committed by Cedent and/or Cedent's
agents, other than those that arise out of the customary investigation,
processing and settlement of claims in connection with insurance reinsured
under this Agreement.

For purposes of this Article, the following definitions shall apply.

"Punitive Damages" are those damages awarded as a penalty, the amount of
which is neither governed nor fixed by statute.

"Compensatory Damages" are those amounts awarded to compensate for the
actual damages sustained, and are not awarded as a penalty, nor fixed in
amount by statute.

"Statutory Penalties" are those amounts awarded as a penalty, but are fixed
in amount by statute.

10. If either a misrepresentation or misstatement on an application or a death
of an insured by suicide results in Cedent returning the policy premiums to
the policy owner rather than paying the policy benefits, Reinsurer will
refund all of the Reinsurance Premiums Reinsurer received on that policy to
Cedent. This refund given by Reinsurer will be in lieu of all other
reinsurance benefits payable on that policy under this Agreement.

ARTICLE XVI
PREMIUM TAX REIMBURSEMENT

Reinsurer shall not reimburse Cedent for any premium taxes Cedent may be
required to pay with respect to reinsurance hereunder.

ARTICLE XVII
DAC TAX REQUIREMENTS

1. In accordance with Treasury Regulations Section 1.848-2(g)(8), Cedent and
Reinsurer hereby elect to determine specified policy acquisition expenses
with respect to this Agreement without regard to the general deductions
limitation of Section 848(c)(1) of the Internal Revenue Code of 1986, as
amended (the "IRC"). This election shall be effective for the calendar year
in which this Agreement commenced and for all subsequent taxable years for
which this Agreement remains in effect.

2. All uncapitalized terms used herein shall have the meanings set forth in
the regulations under section 848 of the IRC.

3. Any party with the net positive consideration under this Agreement for each
taxable year shall capitalize specified policy acquisition expenses with
respect to this Agreement without regard to the general deductions
limitation of Section 848(c)(1) of the IRC.

4. Both parties agree to exchange information pertaining to the amount of net
consideration under this Agreement each year to ensure consistency.

5. Cedent shall submit a schedule to Reinsurer by April 1 of each year of
Cedent's calculations of the net consideration under this Agreement for the
preceding calendar year. This schedule of calculations shall be accompanied
by a statement signed by an officer of Cedent stating that Cedent will
report such net consideration in its Federal income tax return for the
preceding calendar year.

6. Reinsurer may contest such calculation by providing an alternative
calculation to Cedent in writing within thirty (30) days of Reinsurer's
receipt of Cedent's calculation, or by May 31st of the same calendar year
of the such receipt if later. If Reinsurer does not notify Cedent within
such time that it contests the calculation, Reinsurer shall report the net
consideration as determined by Cedent in Reinsurer's tax return for the
previous calendar year.

7. If Reinsurer contests Cedent's calculation of the net consideration, the
parties will act in good faith to reach an agreement as to the correct
amount within thirty (30) days of the date Reinsurer submits its
alternative calculation. If the parties reach an agreement on an amount of
net consideration, each party will report the agreed upon amount in its
Federal income tax return for the previous calendar year. If during such
period, Cedent and Reinsurer are unable to reach agreement, they shall
promptly thereafter cause independent accountants of

nationally recognized standing, satisfactory to Cedent and Reinsurer (who
shall not have any material relationship with Cedent or Reinsurer) promptly
to review (which review shall commence no later than five (5) days after
the selection of such independent accountants), this Agreement and the
calculations of Cedent and Reinsurer for the purpose of calculating the net
consideration under this Agreement. In making such calculation, such
independent accountants shall consider only those items or amounts in
Cedent's calculation as to which Reinsurer has disagreed.

Such independent accountants shall deliver to Cedent and Reinsurer, as
promptly as practicable (but no later than sixty (60) days after the
commencement of their review), a report setting forth such calculation,
which calculation shall result in a net consideration between the amount
thereof shown in Cedent's calculation delivered pursuant to Paragraph 5 and
the amount thereof in Reinsurer's calculation delivered pursuant to
Paragraph 6. Such report shall be final and binding upon Cedent and
Reinsurer. The fees, costs and expenses of such independent accountants
shall be borne (i) by Cedent if the difference between the net
consideration as calculated by the independent accountants and Cedent's
calculation delivered pursuant to Paragraph 5 is greater than the
difference between the net consideration as calculated by the independent
accountants and Reinsurer's calculation delivered pursuant to Paragraph 6,
(ii) by Reinsurer if the first such difference is less than the second such
difference; and (iii) otherwise equally by Cedent and Reinsurer.

8. Both parties agree to attach a schedule to their respective federal income
tax returns for the first taxable year ending after the date on which this
election becomes effective which identifies this Agreement as a reinsurance
agreement for which an election has been made under Treasury Regulations
Section 1.848-2(g)(8). This election shall first be effective for the
taxable year in which this Agreement becomes effective.

9. Cedent and Reinsurer each represents and warrants that it is subject to
United States taxation under Subchapter L of the IRC.

ARTICLE XVIII
INSPECTION OF RECORDS

Reinsurer and Cedent, or their duly authorized representatives, will have the
right to inspect, copy and reproduce 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.

ARTICLE XIX
REINSURER'S CHANGE IN FINANCIAL CONDITION

1. The Reinsurer agrees to promptly notify Cedent of any downgrade of its
financial strength ratings according to A.M. Best or other rating agency,
or (ii) any reduction in the Reinsurer's Authorized Control Level ("ACL")
risk-based capital

ratio, as defined for Annual Statement years 1999 and following by the NAIC
at its December 1992 meeting, to a level of 250% or below. The Reinsurer
agrees to report its ACL risk-based capital ratio to the Cedent annually,
within thirty-one (31) days after the end of the first calendar quarter.(1)

2. If the Reinsurer's financial strength ratings fall to or below an X.X.Xxxx
rating of B, the Cedent may immediately recapture the reinsurance and
unearned reinsurance premium that the reinsurer is holding on this
business.

A recapture fee based on the following formula will be paid to the
Reinsurer:

Recapture Formula:

Years 1-10 250% of current year's premiums

Years 11-20 X% of current year's premiums where X is 235% in year 11
and grades down 15% annually to 100% in year 20

Years 21+ 100% of current year's premiums

3. In the event business reinsured under this Agreement becomes eligible for
recapture under this section, the Cedent shall provide written notification
to the Reinsurer of its intent to recapture.

ARTICLE XX
INSOLVENCY

1. If Cedent becomes insolvent, all of the reinsurance due Cedent will be paid
in full directly to Cedent or Cedent's liquidator (receiver or statutory
successor) on the basis of Cedent's liability under the policy or policies
reinsured, without diminution because of Cedent's insolvency.

2. If Cedent becomes insolvent, the liquidator, receiver or statutory
successor will give Reinsurer written notice of a pending claim against
Cedent for insurance reinsured under this Agreement within a reasonable
time after the claim is filed in the insolvency proceeding. During the
insolvency proceedings where the claim is to be settled, Reinsurer may
investigate this pending claim and interpose in Cedent's or Cedent's
liquidator's, receiver's or statutory successor's name, but at Reinsurer's
own expense, any defense or defenses which Reinsurer may believe available
to Cedent or Cedent's liquidator, receiver or statutory successor.

3. The expenses incurred by Reinsurer will be chargeable, subject to court
approval, against Cedent as part of the expense of liquidation, to the
extent of

----------
(1) To the extent that the NAIC revises its trigger points for regulatory
action, it is understood that Cedent and Reinsurer shall consider the
changes and amend the Agreement as appropriate.

the proportionate share of the benefit that may accrue to Cedent solely as
a result of the defense undertaken by Reinsurer. Where two or more
reinsurers are involved in the same claim and a majority in interest elects
to interpose a defense or defenses to this claim, the expense will be
apportioned in accordance with the terms of this Agreement as though such
expense had been incurred by Cedent.

4. In the event of Reinsurer's insolvency, as determined by the department of
insurance responsible for such determination, all reinsurance ceded under
this Agreement may be recaptured immediately by Cedent without penalty
effective as of the day prior to the earlier of Reinsurer's becoming
insolvent or the date of such determination by the said department of
insurance.

5. Where two or more reinsurers are members of a pool of reinsurers
established hereby, the insolvency of one reinsurer shall not be deemed to
abrogate this Agreement with respect to the other reinsurers.

ARTICLE XXI
ARBITRATION

1. If the parties cannot mutually resolve a dispute or claim arising out of or
in connection with this Agreement, including the formation or validity
thereof, and whether arising during or after the period of this Agreement,
the dispute or claim shall be settled by arbitration. The arbitrators shall
have the authority to interpret this Agreement and in doing so shall
consider the customs and practices of the life insurance and life
reinsurance industries. The arbitrators shall have the authority to
interpret this Agreement as an honorable engagement, and without regard to
the law of any particular jurisdiction. To initiate arbitration, either
party shall notify the other party by facsimile or by overnight delivery of
its desire to arbitrate, stating the nature of the dispute and the remedy
sought (the "Notice of Arbitration"). The party to which the notice is sent
shall respond to the notification in writing within ten (10) business days
of receipt.

2. Arbitration shall be conducted by three arbitrators who shall be current or
past officers of life insurance companies other than the contracting
companies or their affiliates. Each party shall appoint one arbitrator, and
serve written notice of the appointment upon the other party, within thirty
(30) business days after the date of delivery of the Notice of Arbitration.
The two arbitrators so appointed shall select the third arbitrator within
thirty (30) business days after the date of appointment of the second
arbitrator to be appointed.

3. In the event either party fails to choose an arbitrator within thirty (30)
business days, as provided in Paragraph 2, the other party may choose two
arbitrators who shall in turn choose a third arbitrator before entering
arbitration.

4. If the two arbitrators appointed in accordance with Paragraph 2 or
Paragraph 3 are unable to agree upon the selection of a third arbitrator
within thirty (30) business days after the appointment of the second
arbitrator to be appointed, each arbitrator shall nominate three candidates
within ten (10) business days

thereafter, two of whom the other shall decline and the decision shall be
made by drawing lots.

5. Arbitration shall be conducted in accordance with the Commercial
Arbitration Rules of the American Arbitration Association in effect on the
date of delivery of Notice of Arbitration.

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

7. The award agreed to by the arbitrators will be final and binding, and
judgment may be entered upon it in any court having jurisdiction. The
arbitrators shall not award punitive damages.

8. The arbitrators will provide both parties with a written report of their
decision.

ARTICLE XXII
PARTIES TO AGREEMENT

This is an Agreement solely between Cedent and Reinsurer. There will be no legal
relationship between Reinsurer and any person having an interest of any kind in
any Covered Policy.

ARTICLE XXIII
ENTIRE AGREEMENT

1. This Agreement shall constitute the entire agreement between the parties
with respect to the subject matter of this Agreement and there are no
understandings between the parties other than as expressed in this
Agreement.

2. Any change or modification to this Agreement shall be null and void unless
made by amendment to this Agreement and signed by both parties.

ARTICLE XXIV
DURATION OF AGREEMENT

1. This Agreement may be terminated as to new business, with respect to the
percentage participation in the risks reinsured hereunder by Reinsurer, as
set forth in Schedule A, at any time by either party giving 180 days'
written notice of termination. The day the notice is deposited in the mail
addressed to the home office or to an officer of either party will be the
first day of the one hundred eighty (180) day period. During the 180 day
period, new Covered Policies shall be reinsured under this Agreement
pursuant to Articles I and II or Article III. Reinsurer's acceptance will
be subject to the terms of this Agreement and Cedent's payment of
Reinsurance Premiums.

This notice period can be less if Reinsurer's retrocessionaire terminates
Reinsurer for new business that Reinsurer assumes from this agreement and
would have otherwise retroceded to such retrocessionaire. In such case, the

termination date will be the same as the termination date Reinsurer
received from its retrocessionaire, but the notice period will not be less
than ninety (90) days.

2. This Agreement may be terminated immediately as to new business by either
party if the other party materially breaches this Agreement. The Cedent may
also immediately recapture reinsurance and unearned reinsurance premiums
under this Agreement if either (a) the Reinsurer's Authorized Control Level
(ACL) risk-based capital ratio, as defined for Annual Statement years 1999
and following by NAIC at its December 1992 meeting, falls below two hundred
percent (200%) at the end of any quarterly accounting period or (b) the
Reinsurer shall be required by their State Insurance Department to file a
plan of action responding to the negative trend in such ratio, in
accordance with applicable insurance regulations ("Negative Trend Plan").

The Reinsurer agrees to report its ACL risk-based capital ratio to the
Cedent annually. The Reinsurer agrees to notify the Cedent in the event
that the Reinsurer's ACL risk-based capital ratio should fall below two
hundred percent (200%) or it should be required to file a Negative Trend
Plan.

3. After termination, Reinsurer will be liable for all automatic reinsurance
which becomes effective prior to termination of this Agreement, and also
for all facultative reinsurance approved by Reinsurer based upon
applications Reinsurer received prior to termination of this Agreement.

4. If Cedent and Reinsurer are unable to reach an agreement regarding a change
in the reinsurance premium rates pursuant to Paragraph 3 of Article VIII,
Cedent may terminate this Agreement and recapture all or part of the
reinsurance ceded under this Agreement in accordance with Paragraph 3 of
Article VIII.

ARTICLE XXV
CHOICE OF LAW AND FORUM

New York law shall govern the terms and conditions of the Agreement.

ARTICLE XXVI
CONFIDENTIALITY

1. Reinsurer may have access to Cedent's confidential and proprietary
information ("Confidential Information"). Confidential Information
includes, but is not limited to, underwriting manuals and guidelines,
applications, contract forms, "Customer Information" and any other
information that Cedent labels as confidential.

Customer Information includes any "Personal Information" Reinsurer
receives or has access to, in whatever form, paper or electronic, that
pertains to Cedent's employees, agents, or consumers, including
applicants, contract/policyholders, certificate holders, beneficiaries
or claimants.

Personal Information includes, but is not limited to: name, address,
social

security number, date of birth, policy or account number, bank account
number, account passwords, account balances, driver's license number,
state identification number, passport number, medical information,
employee identification number and maiden name of the individual's
mother.

2. Reinsurer agrees to hold Confidential Information in strictest confidence
and to use or disclose such Confidential Information solely for the
purposes of this Agreement or as otherwise required by law. Reinsurer
agrees to establish administrative, physical and technical safeguards to
ensure the security and confidentiality of all Cedent's Confidential
Information collected, used, disclosed or maintained by Reinsurer on behalf
of Cedent and to protect against unauthorized access to or disclosure of
Confidential Information. Except as required by law, the Reinsurer will not
disclose Information to third parties without the consent of the Cedent;
however, the Cedent acknowledges 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.

3. Reinsurer agrees to report to Cedent as soon as possible, but no later than
three (3) business days after learning of any "Breach of Security"
involving Cedent's Confidential Information, which is reasonably believed
to have been acquired by an unauthorized person. "Breach of Security"
includes the unauthorized access to, or inadvertent release of,
Confidential Information that compromises the security, confidentiality, or
integrity of Confidential Information maintained by Reinsurer. Reinsurer
agrees to cooperate fully with Cedent in the investigation and handling of
any Breach of Security, including the notification to affected individuals,
consumer reporting agencies, and, if required by law, state and federal
regulators and agencies.

4. Reinsurer agrees to employ reasonable measures to protect against
unauthorized access to or use of Confidential Information in connection
with its disposal. Reasonable measures include the implementation and
monitoring of policies and procedures that require the burning, pulverizing
or shredding of papers containing Confidential Information and the
implementation and monitoring of polices and procedures requiring the
destruction or erasure of electronic media containing Confidential
Information so that the information, whether in paper or electronic form,
cannot practicably be read or reconstructed.

IN WITNESS WHEREOF the said
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
and the
OPTIMUM RE REINSURANCE COMPANY

have by their respective officers executed and delivered these presents in
duplicate on the date shown below.

NEW YORK LIFE INSURANCE NEW YORK LIFE INSURANCE
AND ANNUITY CORPORATION AND ANNUITY CORPORATION

Signed at New York, New York Signed at New York, New York

By By
---------------------------------- -------------------------------------
Its authorized representative Its authorized representative
Title Title
------------------------------- ----------------------------------
Date Date
-------------------------------- -----------------------------------

OPTIMUM RE INSURANCE COMPANY OPTIMUM RE INSURANCE COMPANY

Signed at Signed at
--------------------------- ------------------------------

SCHEDULE A
POLICIES

1. Type of Business: Individual Universal Life and Variable Universal
Life policies, and attached riders per the
following list. Policies may remain inforce due to
a No Lapse Guarantee.

Supplementary Term Rider (STR)
Scheduled Term Increasing Rider (STIR)
Life Extension Riders (LER) on Advanced Market UL
policies
Living Benefits Rider (LBR)

2. Plans of Insurance: AD 101 and AD104 Advanced Market UL and VUL. Plus
riders listed above.

3. Quota Share Percentage: The reinsurance coverage is divided into three
layers, as follows:

Description of Layers:

Layer 1 is ceded on a quota share basis. It applies to the first $
($ for ages 76 and above) of Net Amount at Risk.

Layer 2 is entirely retained by the Cedent. It starts at the end of Layer
1 and continues until Cedent has filled its entire retention limit
on the risk. Where Layer 2 ends will vary depending on the amount
of prior coverage retained on the risk. Layer 2 could be zero (if
Cedent has filled its retention in Layer 1). Cedent's retention
limits are shown in Schedule C.

Layer 3 starts at the end of Layer 2. Cedent retains none of Layer 3. The
maximum size of Layer 3 is shown in the tables below. Note: As
indicated by "N/A", Layer 3 does not exist for older issue ages.

Ceded Percentages of Each Layer on a Given Risk:

Layer 3 Percent
Age Layer 1 Layer 2 /Max Total Size
----- ------- ------- ---------------

0-65 _____% _____% _____% / $_____
66-69 _____% _____% _____% / $_____
70-75 _____% _____% N/A
76-85 _____% _____% N/A
86-90 _____% _____% N/A

Ages 86-90 are for UL only

4. Retained Percentages of Each Layer on a Given Risk:

Age Layer 1 Layer 2 Layer 3
----- ------- ------- -------

0-65 _____% _____% _____%
66-69 _____% _____% _____%
70-75 _____% _____% N/A
76-85 _____% _____% N/A
86-90 _____% _____% N/A

Ages 86-90 are for UL only

5. Maximum Issue Age:85 for VUL and 90 for UL

6. Jumbo Limit: $

7. Automatic Binding Limit
$_____ per life for issue ages to age 65;
$_____ per life for issue ages 66 to 69;
$_____ per life for issue ages 70 to 75;
$_____ per life for issue ages 76 to 85;
$_____ for ages 86 to 90.

8. Minimum Amount at Issue: $

9. Recapture Period: 10 Years

10. Definition of Net Amount At Risk: The net amount at risk shall be the death
benefit under the Covered Policy less the
total cash value.

11. Reserve Basis: Reinsurer shall not hold reserves as
Cedent will pay premiums on a calendar
monthly basis.

SCHEDULE B
REINSURANCE PREMIUM RATES

1. REINSURANCE PREMIUMS

The Reinsurance Premiums shall be payable to the Reinsurer on the calendar
monthly basis.

Reinsurance premiums shall be calculated as follows:

Reinsurance Premiums = Rate per $1,000 x Face Amount Ceded/1,000.

The reinsurance premium rates per $1,000 are based on the following
percentages of the 1975-80 US SOA Basic Table, Age Nearest with Allianz
extension. Annual rates are multiplied by to obtain calendar monthly rates.
Juvenile rates are the sum of % of nonsmoker rates and % of smoker rates,
rounded to two decimal places.

Class Year 1 Years 2+
----- ------ ------------------------------------------------------------------------------------------------
Issue Ages
---------------------------------------------------------------------------------------------------------
All 0-65 66 67 68 69 70 71 72 73 74 75+
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------

SP _____% _____% _____% _____% _____% _____% _____% _____% _____% _____% _____% _____%
P _____% _____% _____% _____% _____% _____% _____% _____% _____% _____% _____% _____%
NS _____% _____% _____% _____% _____% _____% _____% _____% _____% _____% _____% _____%
SS _____% _____% _____% _____% _____% _____% _____% _____% _____% _____% _____% _____%
S _____% _____% _____% _____% _____% _____% _____% _____% _____% _____% _____% _____%

Flat extra premiums will be applied to this reinsurance premium as shown in
section 3 below.

Term conversion policies will use point-in-scale rates with a _____% first
year discount. Term conversions will be limited to policies that are within
5 years of issue.

2. SUBSTANDARD TABLE 2-13 AND FLAT EXTRA ADJUSTMENTS

For individual insureds in tables 2 through 13, the premium rate will be:

The premium rate for a standard insured (non-smoker or smoker as
appropriate), multiplied by the appropriate factor from the following
tables based on the substandard insured's table rating.

Automatic Cessions (NYL Table)

Non-Smoker Smoker
Table Factor Factor
----- ---------- ------

2
3
4
5
6
7
8
9
10
11
12
13

Facultative Cessions

Table Factor
----- ----------

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16

The total premium remitted to the reinsurer will include the flat extra
premium minus a _____% allowance.

3. RENEWAL OF INSURANCE

The renewal of insurance shall be considered as a continuation of the
original insurance for the purpose of calculating future reinsurance
premiums.

4. REINSURANCE PREMIUMS FOR LER

Applicable to Policies with Life Extension Riders (LER)

LER Premiums
Annual YRT Rates Per $1,000 Net Amount At Risk

Male Rates
-----------------------------------------------------------------------
SELECT SELECT
ATTAINED AGE PREFERRED PREFERRED NON-SMOKER STANDARD STANDARD
------------ --------- --------- ---------- -------- --------

90
91
92
93
94
95
96
97
98
99

Female Rates
-----------------------------------------------------------------------
Select Select
Attained Age Preferred Preferred Non-Smoker Standard Standard
------------ --------- --------- ---------- -------- --------

90
91
92
93
94
95
96
97
98
99

Premiums for the LER benefit are payable at attained ages 90 through 99, based
on the Net Amount At Risk for the policy.

Annual rates are divided by 12 to obtain calendar monthly rates.

Explanation of LER Benefit

The LER does not provide any death benefit prior to the policy anniversary
nearest to the insured's attained age 100. Thereafter, the LER continues the
policy's life insurance benefit, which would normally have been reduced to equal
the cash value.

SCHEDULE C
CEDENT'S CORPORATE RETENTION LIMITS

Additional Amount at the
Discretion of the Chief
Ages Amount Underwriter
----- ------ ------------------------

Single Life 0-65 $_____ N/A
66-75 $_____ $_____
76+ $_____ $_____

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