REINSURANCE AGREEMENT

BETWEEN

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

MADISON, WISCONSIN

referred to as the "Ceding Company"

AND

PAINEWEBBER LIFE INSURANCE COMPANY

WEEHAWKEN, NEW JERSEY

referred to as the "Reinsurer"

TABLE OF CONTENTS

PAGE

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ARTICLE I GENERAL PROVISIONS 3
ARTICLE II REINSURANCE PREMIUMS 7
ARTICLE III COMMISSIONS AND ALLOWANCES 8
ARTICLE IV BENEFIT PAYMENTS 10
ARTICLE V RESERVE ADJUSTMENTS 12
ARTICLE VI ADJUSTMENT FOR TRANSFERS 13
ARTICLE VII LOSS CARRYFORWARD 15
ARTICLE VIII ACCOUNTING AND SETTLEMENTS 16
ARTICLE IX DURATION AND RECAPTURE 18
ARTICLE X TERMINAL ACCOUNTING AND SETTLEMENT 20
ARTICLE XI REPRESENTATIONS 21
ARTICLE XII ARBITRATION 22
ARTICLE XIII INSOLVENCY 23
ARTICLE XIV EXECUTION AND EFFECTIVE DATE 24
SCHEDULE A ANNUITIES AND RISKS REINSURED 25
SCHEDULE B QUARTERLY REPORT OF ACTIVITY AND SETTLEMENTS 26
SCHEDULE C MODIFIED COINSURANCE RESERVE INVESTMENT CREDIT 30
SCHEDULE D COMMISSION SCHEDULES 31
SCHEDULE E OTHER REINSURANCE TREATIES 32
SCHEDULE F CEDING COMPANY DATA 33

REINSURANCE AGREEMENT

This Agreement is made and entered into by and between ITT Hartford Life and
Annuity Insurance Company (hereinafter referred to as the "Ceding Company") and
Xxxxx Xxxxxx Life Insurance Company (hereinafter referred to as the
"Reinsurer").

The Ceding Company and the Reinsurer mutually agree to reinsure on the terms and
conditions stated herein. This Agreement is an indemnity reinsurance agreement
solely between the Ceding Company and the Reinsurer, and performance of the
obligations of each party under this Agreement will be rendered solely to the
other party. In no instance will anyone other than the Ceding Company or the
Reinsurer have any rights under this Agreement, and the Ceding Company will be
and remains the only party hereunder that is liable to any insured, policy owner
or beneficiary under any annuity reinsured hereunder.

ARTICLE I

GENERAL PROVISIONS

1. Annuities and Risks Reinsured. The Reinsurer agrees to indemnify the Ceding
Company for, and the Ceding Company agrees to reinsure with the Reinsurer
according to the terms and conditions hereof the portion of the risks under the
annuities described in Schedule A attached hereto.

2. Coverages and Exclusions. Only the variable annuities described in Schedule
A are reinsured under this Agreement.

3. Plan of Reinsurance. This indemnity reinsurance will be on a modified
coinsurance basis. The Ceding Company will retain control and own all assets
held in relation to the Modified Coinsurance Reserve.

4. Expenses. The Reinsurer will bear no part of the expenses incurred in
connection with the annuities reinsured hereunder except as otherwise provided
herein.

5. Annuity Changes. The Ceding Company must provide written notification to the
Reinsurer of any change which affects the original terms or conditions of any
annuity reinsured hereunder not later than thirty (30) days after the change
takes effect. The Reinsurer will provide written notification to the Ceding
Company as to the Reinsurer's acceptance or rejection of the change within
thirty (30) days after receipt of notice of the change. If the Reinsurer accepts
any such change, the Reinsurer will (a) assume that portion of any increase in
the Ceding Company's liability resulting from the change which corresponds to
the portion of the annuities reinsured hereunder and (b) receive credit for that
portion of any decrease in the Ceding Company's liability resulting from the
change which corresponds to the portion of the annuities reinsured hereunder. If
the Reinsurer rejects any such change the Reinsurer's liability under this
Agreement will be determined as if no such change had occurred.

6. No Extracontractual Damages. The Reinsurer does not indemnify the Ceding
Company for and will not be liable for any extracontractual damages or
extracontractual liability of any kind whatsoever resulting from fraud,
oppression, bad faith, strict liability, or negligent, reckless or intentional
wrongs on the part of the Ceding Company or its directors officers.

employees and agents. The following types of damages are examples of damages
that would be excluded under this Agreement for the conduct described above:
actual damages damages for emotional distress and punitive or exemplary damages.

7. Annuity Administration. The Ceding Company will administer the annuities
reinsured hereunder and will perform all accounting for such annuities: provided
however that the Reinsurer reserves the right to participate in claims
administration.

8. Inspection. At any reasonable time the Reinsurer or its representatives may
inspect during normal business hours at the principal office of the Ceding
Company the original papers and any and all other books or documents relating to
or affecting reinsurance under this Agreement. The Reinsurer or its
representatives will not use any information obtained through any inspection
pursuant to this Paragraph for any purpose not relating to reinsurance
hereunder.

9. Taxes. The allowance for any premium taxes paid in connection with the
annuities reinsured hereunder is included in the Commissions and Allowances
described in Article IV. The Reinsurer will not reimburse the Ceding Company for
any other taxes paid by the Ceding Company in connection with the annuities
reinsured hereunder.

10. Proxy Tax Reimbursement. Pursuant to IRC Section 848 insurance companies
are required to capitalize and amortize specified policy acquisition expenses.
The amount capitalized is determined by proxy based on a percentage of
"reinsurance premiums" as defined in the IRS regulations relating to IRC Section
848. The Reinsurer and the Ceding Company agree that any costs which would
result from IRC Section 848 are not subject to reimbursement hereunder.

11. Election to Determine Specified Policy Acquisition Expenses. The Ceding
Company and the Reinsurer agree that the party with net positive consideration
under this Agreement will capitalize specified policy acquisition expenses with
respect to annuities reinsured under this Agreement without regard to the
general deductions limitation of Section 848(c)(1) of the Internal Revenue Code
of 1986 as amended. The Ceding Company and the Reinsurer will exchange
information pertaining to the amount of net consideration under this Agreement
each year to ensure consistency. The Ceding Company will submit a schedule to
the Reinsurer by May 1 of each year presenting its calculation of the net
consideration for the preceding taxable year. The Reinsurer may contest the
calculation in writing within

thirty (30) days of receipt of the Ceding Company's schedule. Any differences
will be resolved between the parties so that consistent amounts are reported on
the respective tax returns for the preceding taxable year. This election to
capitalize specified policy acquisition expenses without regard the general
deductions limitation is effective for all taxable years during which this
Agreement remains in effect.

12. Condition. The reinsurance hereunder is subject to the same limitations and
conditions as the annuities issued by the Ceding Company which are reinsured
hereunder, except as otherwise provided in this Agreement.

13. Misunderstandings and Oversights. If any failure to pay amounts due or to
perform any other act required by this Agreement is unintentional and caused by
misunderstanding or oversight, the Ceding Company and the Reinsurer will adjust
the situation to what it would have been had the misunderstanding or oversight
not occurred.

14. Adjustments. If the Ceding Company's liability under any of the annuities
reinsured hereunder is changed because of a misstatement of age, sex or any
other material fact, the Reinsurer will (a) assume that portion of any increase
in the Ceding Company's liability, resulting from the change, which corresponds
to the portion of the annuities reinsured hereunder, and (b) receive credit for
that portion of any decrease in the Ceding Company's liability, resulting from
the change, which corresponds to the portion of the annuities reinsured
hereunder.

15. Reinstatements. If an annuity reinsured hereunder is surrendered or
annuitized, and is subsequently reinstated while this Agreement is in force, the
reinsurance for such annuity will be reinstated automatically. The Ceding
Company will pay the Reinsurer the Reinsurer's proportionate share of all
amounts received by the Ceding Company in connection with the reinstatement of
the annuity, plus any amounts previously refunded to the Ceding Company by the
Reinsurer in connection with the lapse of the annuity.

16. Assignment. The Ceding Company may not assign any of its rights, duties or
obligations under this Agreement without, prior written consent of the
Reinsurer. The Reinsurer may not assign any of its rights, duties, or
obligations under this Agreement without prior written consent of the Ceding
Company.

17. Amendments and Waiver. Any change or modification to this Agreement will be
null and void unless made by amendment to the Agreement and signed by both
parties. Any waiver will constitute a waiver only in the circumstances for which
it was given and will not be a waiver of any future circumstances.

18. Entire Agreement. The terms expressed herein constitute the entire
agreement between the parties with respect to the annuities reinsured hereunder.
There are no understandings between the parties with respect to the annuities
reinsured hereunder other than as expressed in this Agreement.

19. Current Practices. The Ceding Company will not materially change, alter or
otherwise compromise its underwriting, claims paying or administrative practices
with respect to the annuities reinsured hereunder without prior written consent
of the Reinsurer.

ARTICLE II

REINSURANCE PREMIUMS

Reinsurance Premiums. The Ceding Company will pay the Reinsurer Reinsurance
Premiums on all annuities reinsured under this Agreement in an amount equal to a
quota share, as defined in Schedule A, of the gross premiums collected and
deposited into the Separate Account during the Accounting Period by the Ceding
Company. The Reinsurance Premiums paid to the Reinsurer by the Ceding Company
will be remitted to the Reinsurer at the end of the Accounting Period during
which the gross premiums were collected by the Ceding Company.

ARTICLE III

COMMISSIONS AND ALLOWANCES

1. Premium Tax. The Reinsurer shall reimburse the Ceding Company for all
premium taxes incurred on the Reinsurance Premiums.

2. Commissions. The Reinsurer shall reimburse the Ceding Company for all
commissions and costs of special promotions incurred on the Reinsurance Premiums
and on that portion of the Account Value of the annuities reinsured hereunder
which corresponds to the portion of the annuities reinsured hereunder as of the
end of the current Accounting Period. Commissions will be net of a quota share
of commission chargebacks on policies reinsured hereunder. Schedule D shows the
current commission schedules for the annuities reinsured hereunder.

ARTICLE IV

BENEFIT PAYMENTS

1. Benefit Payments. Benefit Payments, as referred to in this Agreement, means
the Reinsurer's quota share of (i) Claims, as described in Xxxxxxxxx 0 xxxxx,
(xx) Cash Surrenders, as described in Xxxxxxxxx 0 xxxxx, (xxx) Partial
Withdrawals, as described in Paragraph 4 below, and (iv) Annuity Benefits, as
described in Paragraph 5 below.

2. Claims. The Reinsurer will pay the Ceding Company Claims. The term "Claims"
as used in this Agreement, means that portion of the death benefits paid by the
Ceding Company on annuities reinsured hereunder which is equal to the
Reinsurer's quota share of the death benefits payable on those annuities less
any amounts recoverable from other reinsurers.

3. Cash Surrenders. The Reinsurer will pay the Ceding Company that portion of
the Cash Surrenders paid by the Ceding Company on annuities reinsured hereunder
which corresponds to the portion of the annuities reinsured hereunder.

4. Partial Withdrawals. The Reinsurer will pay the Ceding Company that portion
of Partial Withdrawals paid by the Ceding Company on annuities reinsured
hereunder which corresponds to the portion of the annuities reinsured hereunder.

5. Annuity Benefits. The Reinsurer will pay the Ceding Company that portion of
Annuity Benefits paid by the Ceding Company on annuities reinsured hereunder
which corresponds to the portion of the annuities reinsured hereunder. The
Reinsurer's obligation will be satisfied in full by the payment to the Ceding
Company of that portion of the Account Value, as of the date of annuitization,
which corresponds to the portion of the annuities reinsured hereunder.

6. Notice. The Ceding Company will notify the Reinsurer at the end of each
Accounting Period regarding Benefit Payments on annuities reinsured hereunder.
Reinsurance claims and copies of notification, claim papers, and proofs will be
furnished to the Reinsurer upon request.

7. Liability and Payment. The Reinsurer will accept the decision of the Ceding
Company with respect to Benefit Payments on annuities reinsured hereunder. The
Reinsurer will pay its proportionate share of Benefit Payments in a lump sum to
the Ceding Company without regard to the form of settlement by the Ceding
Company.

8. Contested Claims. The Ceding Company will advise the Reinsurer of its
intention to contest, compromise or litigate Benefit Payments involving
annuities reinsured hereunder. The Reinsurer will pay its share of the expenses
of such contests, in addition to its share of Benefit Paymentss, or it may
choose not to participate. If the Reinsurer chooses not to participate, it will
discharge its liability by payment to the Ceding Company of the full amount of
its liability, prior to any contests, on the annuity reinsured hereunder.

ARTICLE V

RESERVE ADJUSTMENTS

1. A. [REDACTED]

B. For any Accounting Period in which the amount computed in A, above is
positive, the Reinsurer will pay the Ceding Company such amount. For any
Accounting Period in which the amount computed in A, above is negative, the
Ceding Company will pay the Reinsurer the absolute value of such amount.

2. Modified Coinsurance Reserve. The term "Modified Coinsurance Reserve," as
used in this Agreement, means a quota share of the statutory reserve held by the
Ceding Company with respect to that portion of the annuities reinsured
hereunder. The statutory reserve will be determined by the Commissioners Annuity
Reserve Valuation Method.

ARTICLE VI

ADJUSTMENT FOR TRANSFERS INVOLVING
THE FIXED ACCOUNT AND EXCESS LAPSES
[REDACTED]

ARTICLE VII

LOSS CARRYFORWARD
[REDACTED]

ARTICLE VIII

ACCOUNTING AND SETTLEMENTS

1. Quarterly Accounting Period. Each Accounting Period under this Agreement
will be a calendar quarter, except that: (a) the initial Accounting Period runs
from the Effective Date of this Agreement through the last day of the calendar
quarter during which the Effective Date of this Agreement falls, and (b) the
final Accounting Period runs from the end of the preceding Accounting Period
until the terminal accounting date of this Agreement as described in Article
XII, Paragraph 2. The amounts in Article III, paragraphs 4 (i) (a) and 4 (ii)
(a) will be adjusted on a pro-rata basis time periods less than a calendar
quarter.

2. Quarterly Accounting Reports. Quarterly accounting reports in the form of
Schedule B will be submitted to the Reinsurer by the Ceding Company for each
Accounting Period not later than thirty (30) days after the end of each
Accounting Period. Such reports will include information on the amount of
Reinsurance Premiums. Allowance for Commissions and Expenses. Benefit Payments,
Loss Carryforward, Modified Coinsurance Reserve, and Modified Coinsurance
Reserve Adjustment.

3. Quarterly Settlements.

A. Within thirty (30) days after the end of each Accounting Period, the Ceding
Company will pay the Reinsurer the sum of:

(i) Reinsurance Premiums, determined in accordance with Article II, plus

(ii) any Modified Coinsurance Reserve Adjustment payable to the
Reinsurer, determined in accordance with Article V, Paragraph 1,
plus

(iii) any Adjustment for Transfers Involving the Fixed Account and Excess
Lapses payable to the Reinsurer, determined in accordance with
Article VI. plus

(iv) any Adjustments for Annuity Benefits payable to the Reinsurer,
determined in accordance with Article IV, paragraph 5.

B. Simultaneously, the Reinsurer will pay the Ceding Company the sum of:

(i) the amount of Benefit Payments, as described in Article IV. plus

(ii) the Allowance for Commissions and Expenses, determined in accordance
with Article III, plus

(iii) any Modified Coinsurance Reserve Adjustment payable to the Ceding
Company, determined in accordance with Article V, Paragraph 1, plus

(iv) any Adjustment for Transfers Involving the Fixed Account payable to the
Ceding Company, determined in accordance with Article VI.

4. Amounts Due Quarterly. Except as otherwise specifically provided in this
Agreement, all amounts due to be paid to either the Ceding Company or the
Reinsurer under this Agreement will be determined on a net basis as of the last
day of each Accounting Period and will be due as of such date and payable within
thirty (30) days after the end of the Accounting Period.

5. Annual Accounting Reports. The Ceding Company will provide the Reinsurer
with annual accounting reports within thirty (30) days after the end of the
calendar year for which such reports are prepared. These reports will contain
sufficient information about the annuities reinsured hereunder to enable the
Reinsurer to prepare its annual financial reports and to verify the information
reported in Schedule B, and will include Page 7, Page 27 and Schedule S of the
Annual Statement.

6. Estimations. If the amounts, as described in Paragraph 3 above, cannot be
determined by the dates described in Paragraph 4 above, on an exact basis, 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 they become available.

7. Delayed Payments. For purposes of Paragraph 4 above, if there is a delayed
settlement of a payment due there will be an interest penalty at the London
Interbank Offering Rate (LIBOR) plus 0.5%. For purposes of this Paragraph, a
payment will be considered overdue thirty (30) days after the date such payment
is due.

8. Offset of Payments. All moneys due either the Ceding Company or the
Reinsurer under this Agreement will be offset against each other, dollar for
dollar, regardless of any insolvency of either party.

ARTICLE IX

DURATION AND RECAPTURE

1. Duration. Except as otherwise provided herein, this Agreement is unlimited
in duration.

2. Reinsurer's Liability. The liability of the Reinsurer with respect to any
annuity reinsured hereunder will begin simultaneously with that of the Ceding
Company, but not prior to the Effective Date of this Agreement. The Reinsurer's
liability with respect to any annuity reinsured hereunder will terminate on the
earliest of: (i) the date such annuity is recaptured in accordance with
paragraph 4 below: (ii) the date the Ceding Company's liability on such annuity
is terminated: or (iii) the date this Agreement is terminated under paragraph 3
below. Termination of the Reinsurer's liability is subject to payments in
respect of such liability in accordance with the provisions of Article X of this
Agreement. In no event, should the interpretation of this Paragraph imply a
unilateral right of the Reinsurer to terminate this Agreement. However, the
Reinsurer and/or the Ceding Company may,upon thirty (30) days prior written
notice to the other party, terminate this Agreement as to annuities not yet
written by the Ceding Company as of the effective date of such termination.

3. Termination for Nonpayment of Reinsurance Premiums or Other Amounts Due. If
the Ceding Company fails to pay the Reinsurance Premiums or any other amounts
due to the Reinsurer pursuant to this Agreement within sixty (60) days after the
end of any Accounting Period, the Reinsurer may terminate this Agreement,
subject to thirty (30) days prior written notice to the Ceding Company. If the
Reinsurer fails to pay any amounts due to the Ceding Company pursuant to this
Agreement within sixty (60) days after the end of any Accounting Period, the
Ceding Company may terminate this Agreement, subject to thirty (30) days prior
written notice to the Reinsurer.

4. Recapture. Annuities reinsured hereunder will be eligible for recapture, at
the option of the Ceding Company as described below:

(i) On any January 1, all reinsured annuities that have been inforce for
20 years or longer, subject to ninety (90) days prior written
notice:

(ii) 90 days following any Accounting Period in which the Loss
Carryforward becomes zero, providing that this Agreement has been in
effect for at least two years: or

(iii) on any other date which is mutually agreed to in writing.

If the Ceding Company opts to recapture, then the Ceding Company must recapture
all of the annuities reinsured hereunder that are eligible for recapture. In no
event may the Ceding Company recapture anything other than 100 percent of all
annuities reinsured hereunder that are eligible for recapture.

5. Internal Replacements. Should the Ceding Company, its affiliates successors
or assigns, initiate a formal program of Internal Replacement that would include
any of the annuities reinsured hereunder, the Ceding Company will immediately
notify the Reinsurer. The Reinsurer will participate on a quota share basis in
any expenses associated with that program. For purposes of this Agreement, the
term "Internal Replacement" means any instance in which an annuity or any
portion of the cash value of an annuity, which is written by the Ceding Company,
its affiliates, successors or assigns is exchanged for another policy or annuity
covered under this Agreement.

The Ceding Company, its affiliates, successors or assigns, will not initiate a
program of internal replacement that includes any of the annuities reinsured
hereunder, to policies or annuities that are not covered by this Agreement,
unless the Reinsurer consents.

ARTICLE X

TERMINAL ACCOUNTING AND SETTLEMENT

1. Terminal Accounting. In the event that this Agreement is terminated in
accordance with Article IX, Paragraphs 3 or 4, or Article XIII, a Terminal
Accounting and Settlement will take place.

2. Date. The terminal accounting date will be the earliest of: (1) the
effective date of recapture pursuant to any notice of recapture given under this
Agreement, (2) the effective date of termination pursuant to any notice of
termination given under this Agreement, or (3) any other date mutually agreed to
in writing.

3. [REDACTED]

4. Supplementary Accounting and Settlement. In the event that, subsequent to
the Terminal Accounting and Settlement as provided above, a change is made with
respect to any amounts due a supplementary accounting will take place pursuant
to Paragraph 3 above. Any amount owed to the Ceding Company or to the Reinsurer
by reason of such supplementary accounting will be paid promptly upon the
completion thereof.

ARTICLE XI

REPRESENTATIONS

Representations. The Ceding Company acknowledges that at the Reinsurer's
request, it has provided the Reinsurer with the Ceding Company Data described in
Schedule F prior to the execution of this Agreement by the Reinsurer. The Ceding
Company represents that all factual information contained in the Ceding Company
Data is complete and accurate as of the date the document containing the
information was prepared. The Ceding Company further represents that any
assumptions made in preparing the Ceding Company Data were based upon informed
judgment and are consistent with sound actuarial principles. The Ceding Company
further represents that it is not aware of any omissions errors changes or
discrepancies which would materially affect the Ceding Company Data. The
Reinsurer has relied on such data and the foregoing representations in entering
into this Agreement.

The Ceding Company acknowledges that at the Reinsurer's request it will provide
the Reinsurer with the Supplemental Data described in Schedule B at the close of
each Accounting Period. The Ceding Company will utilize its best efforts to
ensure that all factual information contained in the Supplemental Data is
complete and accurate as of the date the information is prepared. The Ceding
Company makes no representations or warranties regarding the suitability of the
Supplemental Data by the Reinsurer.

ARTICLE XII

ARBITRATION

1. General. All disputes and differences between the Ceding Company and the
Reinsurer on which an agreement cannot be reached will be decided by
arbitration. The arbitrators will construe this Agreement from the standpoint of
practical business and equitable principles and the customs and practices of the
insurance and reinsurance business, rather than from the standpoint of strict
law. The parties intend that the arbitrators will make their decision with a
view to effecting the intent of this Agreement.

2. Method. Three arbitrators will decide any differences. They must be
impartial and present or former officers of life insurance companies other than
the parties to this Agreement or any company owned by or affiliated with either
party. One of the arbitrators will be appointed by the Reinsurer another by the
Ceding Company and the two arbitrators thus selected will select a third
arbitrator before arbitration begins. Should one of the parties decline to
select an arbitrator within thirty (30) days after the date of a written request
to do so or should the two arbitrators selected by the parties not be able to
agree upon the choice of a third the appointment(s) will be left to the
President of the American Arbitration Association or its successor. The
arbitrators will decide by a majority of votes and their decision will be final
and binding upon the parties. The costs of arbitration including the fees of the
arbitrators will be shared equally by the parties unless the arbitrators decide
otherwise. Any counsel fees incurred by a party in the conduct of arbitration
will be paid by the party incurring the fees.

3. Arbitration Site. In the event of arbitration, the arbitration hearing
shall take place in Hartford Connecticut unless otherwise agreed to in writing
by both the Ceding Company and the Reinsurer.

ARTICLE XIII

INSOLVENCY

Insolvency. In the event of the Ceding Company's insolvency any payments due
the Ceding Company from the Reinsurer pursuant to the terms of this Agreement
will be made directly to the Ceding Company or its conservator, liquidator,
receiver or statutory successor. The reinsurance will be payable by the
Reinsurer on the basis of the liability of the Ceding Company under the
annuities reinsured without diminution because of the insolvency of the Ceding
Company. The conservator, liquidator, receiver or statutory successor of the
Ceding Company will give the Reinsurer written notice of the pendency of a claim
against the Ceding Company on any annuity reinsured within a reasonable time
after such claim is filed in the insolvency proceeding. During the pendency of
any such claim the Reinsurer may investigate such claim and interpose in the
Ceding Company's name (or in the name of the Ceding Company's conservator,
liquidator, receiver or statutory successor) in the proceeding where such claim
is to be adjudicated any defense or defenses which the Reinsurer may deem
available to the Ceding Company or its conservator, liquidator, receiver or
statutory successor. The expense thus incurred by the Reinsurer will be
chargeable subject to court approval against the Ceding Company as a part of the
expense of liquidation to the extent of a proportionate share of the benefit
which may accrue to the Ceding Company solely as a result of the defense
undertaken by the Reinsurer.

In the event of the Reinsurer's insolvency this treaty will terminate and the
terminal accounting and settlement described in Article X will occur. Any
payments due the Reinsurer from the Ceding Company pursuant to the terms of this
Agreement will be made directly to the Reinsurer or its conservator, liquidator,
receiver or statutory successor. Any amounts owed by the Reinsurer to the Ceding
Company will be payable without diminution because of the insolvency of
Reinsurer. The conservator, liquidator, receiver or statutory successor of the
Reinsurer will give the Ceding Company written notice of the pendency of a claim
against the Reinsurer on any annuity reinsured within a reasonable time after
such claim is filed in the insolvency proceeding.

ARTICLE XIV

EXECUTION AND EFFECTIVE DATE

In witness of the above this Agreement is executed in duplicate on the dates
indicated below with an Effective Date of January 1, 1994.

ITT HARTFORD LIFE AND ANNUITY XXXXX XXXXXX
INSURANCE COMPANY LIFE INSURANCE COMPANY
("Ceding Company") ("Reinsurer")

on [ILLEGEBLE], 1994 on [ILLEGEBLE], 1994
By: /s/ [ILLEGEBLE] By: /s/ [ILLEGEBLE]
------------------------------- -------------------------------
Title: Senior Vice President Title: President

By: /s/ [ILLEGEBLE] By: /s/ [ILLEGEBLE]
------------------------------- -------------------------------
Title: [ILLEGEBLE] Title: Senior Vice President

SCHEDULE A

ANNUITIES AND RISKS REINSURED

Annuities and Risks Reinsured. The amount of reinsurance under this Agreement
will be a 30 percent quota share of the Ceding Company's net liability with
respect to the separate account on those variable annuities and the
corresponding state and group variations thereof listed below that are issued by
the Ceding Company on or after January 1, 1994 and sold by the Xxxxx Xxxxxx
Affiliates listed below.

COUTRYWIDE
VARIABLE ANNUITY PLAN POLICY FORM NUMBER

----------------------------------------------------------------------------------------
Xxxxxx Capital Manager XXX-VA94. ITT-VA93
Director XXX-VA94. ITT-VA93

XXXXX XXXXXX AFFILIATES TAX ID NUMBER

----------------------------------------------------------------------------------------
PWJC Agency, Inc. 00-0000000
PWJC Sales Agency 00-0000000
PWJC Insurance Agency Massachusetts 00-0000000
PWJC Insurance Sales Arizona 00-0000000
PWJC Agency Illinois 00-0000000
PWJC Insurance Agency Oklahoma 00-0000000
PWJC Insurance Sales Wyoming 00-0000000
PWJC Insurance Sales Montana, Inc. 00-0000000
PW Insurance Agency of Ohio 00-0000000
PW Insurance Agency Arkansas 00-0000000
PWJC Insurance Agency Texas 00-0000000
Rotan Mosle Insurance Agency, Inc 00-000-0000

"Net liability" as used in this Agreement means the Ceding Company's liability
on the annuities reinsured hereunder less amounts recoverable from other
reinsurance.

SCHEDULE B

QUARTERLY REPORT OF ACTIVITY AND SETTLEMENTS

FROM CEDING COMPANY TO REINSURER

Accounting Period:

Calendar Year:

Date Report Completed:

1. Reinsurance Premiums (Article II)

2. Benefit Payments (Article IV)

a. Claims

b. Amounts Recoverable from other reinsurers

c. Cash Surrender Values

d. Annuity Benefits

e. Adjustment for excess Annuity Benefits

Benefit Payments = a - b + c + d + e

3. Modified Coinsurance Reserve Adjustment (Article V)

a. Modified Coinsurance Reserve end of current Accounting Period

b. Modified Coinsurance Reserve end of preceding Accounting Period

c. Equals a - b

d. Modified Coinsurance Reserve investment Credit (Schedule C)

Modified Coinsurance Reserve Adjustment = c - d

4. Allowance for Expenses (Article III)

5. Adjustment for Transfers Involving the Fixed Account and Excess Lapses
(Article VI)

a. Adjustment for transfers out of the Fixed Account

b. Adjustment for transfers into the Fixed Account

c. Adjustment for Excess Lapses

Adjustment for Transfers Involving the Fixed Account = a - b + c

6. Cash Settlement = 1 - 2 - 3 - 4 - 5

SUPPLEMENTAL INFORMATION

VARIABLE
TOTAL ANNUITY FIXED TOTAL
NUMBER OF FUND ACCOUNT FUND
ANNUITIES VALUE VALUE VALUE

-------------------------------------------------------------------
Beginning of Period
+ New Issues
-Terminations
End of Period

NUMBER OF NUMBER OF
XXXXXX DIRECTOR VARIABLE PREMIUM RECEIVED DURING
CAP. MGR. VARIABLE ACCOUNT PERIOD (S/A ONLY)
ANNUITIES ANNUITIES RESERVE QUALIFIED NON-QUALIFIED

--------------------------------------------------------------------------------------------------------------
Beginning of Period PCM
+ New Issues n/a Director
-Terminations n/a Total
End of Period

Allowance for Commission and Expense (Article III)

a. quota share of premium taxes paid on annuities reinsured hereunder
b. quota share of commissions paid on annuities reinsured hereunder
c. 0.0170 x Director Reinsurance Premiums during the current
Accounting Period
d. 0.0105 x PCM Reinsurance Premiums during the current Accounting
Period
e. $111.75 x quota share of Director annuities reinsured hereunder
f. Number of Director annuities issues during the current Accounting
Period
g. $88.25 x quota share of Xxxxxx Capital Manager annuities reinsured
hereunder
h. Number of PCM annuities issued during the current Accounting Period
i. $9.375 x quota share of Director annuities reinsured hereunder
j. Number of Director annuities reinsured hereunder
k. $5.625 x quota share of Xxxxxx Capital Manager annuities reinsured
hereunder
l. Number of Xxxxxx Capital Manager annuities reinsured hereunder
m. 0.039
n. Director Reinsurance Premiums during the current Accounting Period
o. 0.040
p. PCM Reinsurance Premiums during the current Accounting Period
q. Reinsurance Cost x quota share
r. 0.0036
s. Reinsurance Premiums received from non-qualified contracts
t. COMMISSION AND EXPENSE ALLOWANCE
= a+b+c+d+(e x f)+(g x h)+(i x j)+(k x l)+(m x n)+(o x p)+q+(r x s)

DATA FOR CALCULATING ADUSTMENT FOR TRANSFERS INVOLVING THE FIXED ACCOUNT

DIRECTOR XXXXXX CAPITAL MANAGER
TRANSFERS TRANSFERS TRANSFERS TRANSFERS
TO FIXED FROM TO FIXED FROM
CONTRACT ACCOUNT FIXED ACCOUNT FIXED
YEAR (DOLLARS) ACCOUNT (DOLLARS) ACCOUNT

----------------------------------------------------------------------------
1
2
3
4
5
6
7
8+

CALCULATION OF EXCESS LAPSES

# CONTRACTS
# CONTRACTS # CONTRACTS LAPSED
CONTRACT AT START OF AT END OF DURING ANNUALIZED BASE LAPSE EXCESS
YEAR PERIOD PERIOD PERIOD LAPSE RATE RATE LAPSE RATE

----------------------------------------------------------------------------------------------
1
2
3
4
5
6
7+

EXCESS
ACCOUNT ACCOUNT AVERAGE LAPSE EXCESS
VALUE START VALUE END ACCOUNT EXCESS ADJUSTMENT LAPSE
CONTRACT OF PERIOD OF PERIOD VALUE LAPSE RATE FACTOR ADJUSTMENT
YEAR (TOTAL) (TOTAL) (1) (2) (3) (1)X (2)X (3)

------------------------------------------------------------------------------------------------
1
2
3
4
5
6
7+

ANNUITY BENEFITS ADJUSTMENT

# CONTRACTS MAX (0, AR-.01)
(END OF # CONTRACTS = EXCESS
# CONTRACTS ACCOUNTING ANNUITIZED ANNUITIZATION ANNUITIZATION
CONTRACT BOY PERIOD) YTD RATE RATE
YEAR (1) (2) (3) (4) (5)

----------------------------------------------------------------------------------------------------
1
2
3
4
5
6+

AV
ANNUITIZED ANNUITY
CURRENT (6)X(5)/ ADJUSTMENT BENEFITS
PERIOD [(5)+0.01)] FACTOR ADJUSTMENT
DURATION (6) (7) (8) (7) X (8)

----------------------------------------------------------------------------------
1
2
3
4
5
6+

SUPPLEMENTAL DATA PROVIDED BY THE CEDING COMPANY

A. Aggregate M & E charges collected during the current Accounting Period on
that portion of the policies reinsured hereunder.

B. Aggregate Administrative Charges collected during the current Accounting
Period on that portion of the policies reinsured hereunder.

C. Surrender Charges collected during the current Accounting Period on that
portion of the policies reinsured hereunder.

D. First Year Commissions collected during the current Accounting Period on
that portion of the policies reinsured hereunder.

E. Renewal Commissions collected during the current Accounting Period on that
portion of the policies reinsured hereunder.

F. GAAP Amortization Schedules used by the Ceding Company for the policies
reinsured hereunder.

SCHEDULE C

MODIFIED COINSURANCE RESERVE INVESTMENT CREDIT
[REDACTED]

SCHEDULE D

COMMISSION SCHEDULES

Commissions for durations 2 and later are as a percentage of account value and
are paid quarterly at the end of each calendar quarter.

SCHEDULE E

OTHER REINSURANCE TREATIES

COST OF DEATH BENEFIT REINSURANCE FOR DIRECTOR
AND XXXXXX CAPITAL MANAGER ANNUITIES
[REDACTED]

SCHEDULE F

CEDING COMPANY DATA

1. 1993 Xxxxx Xxxxxx Variable Annuity Sales by number of contracts and premium
with distributions by:

(a) Issue age

(b) Issue age and sex

2. Xxxxx Xxxxxx premium production from January 1, 1993 to June 30, 1993 for
the following:

(a) Hartford Life Director

(b) ITT Hartford Life and Annuity Director

(d) ITT Hartford Life and Annuity PCM

3. Xxxxxx Capital Manager prospectus dated May 1, 1994.

4. Director Prospectus dated May 1, 1994.

5. Policy form number HL VA94

AMENDMENT 1

The following amends the Reinsurance Agreement between ITT Hartford Life and
Annuity Insurance Company (hereinafter referred to as the "Ceding Company") and
PaineWebber Life Insurance Company (hereinafter referred to as the "Reinsurer")
effective on January 1, 1994 (hereinafter referred to as the "Original
Agreement").

SCHEDULE A IN THE ORIGINAL AGREEMENT IS REPLACED TO reduce the quota [REDACTED]

This change is described in the attachment to this Amendment.

ARTICLE III, PARAGRAPH 3 OF THE ORIGINAL AGREEMENT IS CHANGED AS FOLLOWS:

[REDACTED]

ARTICLE VI, PARAGRAPH 4 OF THE ORIGINAL AGREEMENT IS CHANGED AS FOLLOWS:

[REDACTED]

SCHEDULE E OF THE ORIGINAL AGREEMENT IS changed as follows:

The original costs are removed, and the schedule will now read:

"Cost of Death Benefit Reinsurance for Director and Xxxxxx Capital Manager
annuities -- As specified by the Variable Annuity Guaranteed Death Benefit
Reinsurance agreement, between ITT Hartford Life and Annuity Insurance Company
and Connecticut General Life Insurance Company, effective April 1, 1996, and any
subsequent amendments."

In witness of the above, this Amendment is executed in duplicate on the dates
indicated below with an Effective Date of January 1, 1997.

ITT HARTFORD LIFE AND PAINEWEBBER LIFE INSURANCE COMPANY
ANNUITY INSURANCE COMPANY ("Reinsurer")
("Ceding Company")

on December 23, 1997 on December 22, 1997

By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
------------------------------ ------------------------------
Title: Assistant Vice President Title: Senior Vice President

By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
------------------------------ ------------------------------
Title: Executive Vice President Title: Vice President

SCHEDULE A

ANNUITIES AND RISKS REINSURED

Annuities and Risks Reinsured. The amount of reinsurance under this Agreement
will be a percent quota share, shown below, of the Ceding Company's net
liability, with respect to the separate account, on those variable annuities and
the corresponding state and group variations thereof listed below that are
issued by the Ceding Company on or after January 1, 1994 and sold by the
PaineWebber Affiliates listed below.

VARIABLE ANNUITY ISSUE DATES QUOTA SHARE PERCENTAGE
-------------------------------------------------------------------------------
January 1, 1994 to December 31, 1996 [REDACTED]
January 1, 1997 and late [REDACTED]

VARIABLE ANNUITY PLAN COUNTRYWIDE POLICY FORM NUMBER
-------------------------------------------------------------------------------
Xxxxxx Capital Manager XXX-VA94, ITT-VA93
Director XXX-VA94, ITT-VA93

PAINEWEBBER AFFILIATES TAX ID NUMBER
-------------------------------------------------------------------------------
PWJC Agency, Inc. 00-0000000
PWJC Sales Agency 00-0000000
PWJC Insurance Agency Massachusetts 00-0000000
PWJC Insurance Sales Arizona 00-0000000
PWJC Agency Illinois 00-0000000
PWJC Insurance Agency Oklahoma 00-0000000
PWJC Insurance Sales Wyoming 00-0000000
PWJC Insurance Sales Montana, Inc. 00-0000000
PW Insurance Agency of Ohio 00-0000000
PW Insurance Agency Arkansas 00-0000000
PWJC Insurance Agency Texas 00-0000000
Rotan Mosle Insurance Agency, Inc 00-000-0000

"Net liability," as used in this Agreement, means the Ceding Company's liability
on the annuities reinsured hereunder, less amounts recoverable from other
reinsurance.

Superceded by amendment 2

THIS AGREEMENT is made this 29th day of July, 1997 between ITT Hartford Life and
Annuity Insurance Company, a life insurance company organized under the laws of
the State of Connecticut ("Hartford") and PaineWebber Incorporated, a
corporation organized under the laws of the State of Delaware ("PaineWebber").

WHEREAS, Hartford and PaineWebber have operated for several years pursuant to a
Selling Agreement which sets forth the terms and conditions controlling
PaineWebber's marketing and sales distribution of variable insurance products
offered and underwritten by Hartford; and

WHEREAS, Hartford and PaineWebber each desires to continue such marketing and
distribution efforts but under enhanced sales concession terms;

NOW THEREFORE, in consideration of their mutual promises, the parties agree as
follows:

1. Nonrevocation of Prior Agreements

This Agreement is in addition to (and does not replace) the existing Selling
Agreement. This Agreement controls in the event of a conflict with any earlier
agreement. In addition, any changes to any other agreement(s) between the
parties shall not affect this Agreement unless this Agreement is specifically
referenced in writing in the document.

2. Sales Concessions

The Selling Agreement product commission schedules are augmented and
supplemented as follows:

[REDACTED]

The appendix to this Agreement more fully describes the Persistency Bonus
calculations.

3. [REDACTED]

4. Confidentiality

All parties agree to keep confidential the specific terms and details of this
Agreement except for required disclosure to regulatory authorities or by
subpoena or court order.

5. Termination

a) All business written prior to termination of this Supplemental Agreement for
which PaineWebber remains broker of record is vested ("Vested Business") for
purposes of payments due under this Supplemental Agreement. As such, payments
shall continue to be made on all Vested Business after termination of this
Supplemental Agreement in accordance with the terms of same. Any new business
written subsequent to the termination of the Supplemental Agreement shall not be
the subject of any payments under this Supplemental Agreement and

commissions and other payments for post termination new business will be
governed by the sales agreement(s) then in effect between the parties.

b) This Agreement remains valid and enforceable only for so long as the Selling
Agreement between PaineWebber and Hartford remains in place.

6. Notice of Termination

This agreement may be terminated without cause by either party by giving written
notice of termination to the other party via certified mail return receipt
requested at the following address:

If to PaineWebber:

PaineWebber Incorporated If to Hartford
0000 Xxxxxx Xxxxxxxxx -- 0xx Xxxxx XXX Hartford Life and Annuity
Insurance Company
Xxxxxxxxx, XX 00000 000 Xxxxxxxxx Xxxxxx
Attn: Product Manager -- Insurance Xxxxxxxx, XX 00000
with copy to: Attn: Xxxxx Xxxxxx
PaineWebber Incorporated General Counsel
0000 Xxxxxx Xxxxxxxxx -- 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Legal Dept -- Retail Product Group

7. Jurisdiction

This Agreement shall be governed by the laws of the State of Connecticut.

8. Arbitration

Any claims, disputes or controversies arising out of this Agreement shall be
settled exclusively by arbitration under the rules of the National Association
of Securities Dealers Regulation, Inc. ("NASDR"). The decision of the NASDR
arbitrators shall be final and judgement upon the decision may be entered in any
court of competent jurisdiction in the State of Connecticut.

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to
execute this Supplemental Agreement as of the date and year first above written.

PAINEWEBBER INCORPORATED ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY

by /s/ Xxxxxx Xxxxxxxx by /s/ Xxxxx X. Xxxxxxx
------------------------------ ------------------------------
Xxxxxx Xxxxxxxx Xxxxx X. Xxxxxxx
Senior Vice President Senior Vice President

APPENDIX

The persistency used in part (b) of the persistency bonus calculation is
determined by the following formula:

[REDACTED]

When determining the persistency for the first contract year after the initial
surrender charge period expires, these components are:

[REDACTED]

When determining the persistency for years following the first contract year
after the initial surrender charge period expires, these components are:

[REDACTED]

AMENDMENT 2

The following provisions are effective as of 5/1/99 and amend the Reinsurance
Agreement between ITT Hartford Life and Annuity Insurance Company (hereinafter
referred to as the "Ceding Company") and PaineWebber Life Insurance Company
(hereinafter referred to as the "Reinsurer") effective on January 1, 1994
(hereinafter referred to as the "Original Agreement"), and amended on December
23, 1997 (hereinafter referred to as the "Amendment 1").

SCHEDULE A IN AMENDMENT 1 IS REPLACED. This change is described in the
attachment to this Amendment. With respect to XX Xxxxxxxx, Inc., this firm, a
regional broker dealer, was acquired by PaineWebber, Inc. August 14, 2000. Any
prior business of XX Xxxxxxxx with the Ceding Company is not subject to this
Reinsurance Agreement.

ARTICLE III, PARAGRAPH 3 OF THE ORIGINAL AGREEMENT IS CHANGED AS FOLLOWS:

[REDACTED]

ARTICLE III, PARAGRAPH 4 OF THE ORIGINAL AGREEMENT IS CHANGED AS FOLLOWS:

[REDACTED]

ARTICLE VI, PARAGRAPH 4 OF THE ORIGINAL AGREEMENT IS CHANGED AS FOLLOWS:

[REDACTED]

SCHEDULE E OF THE ORIGINAL AGREEMENT IS CHANGED AS FOLLOWS:

The original costs are removed, and the schedule will now read:

"Cost of Death Benefit Reinsurance for Director 6, Director 7, Leaders 1, Xxxxxx
Hartford Capital Manager 5, and Xxxxxx Hartford Capital Manager 6 annuities are
as specified by the following Variable Annuity Guaranteed Death Benefit
Reinsurance agreements:

(a) Between ITT Hartford Life and Annuity Insurance Company and
Connecticut General Life Insurance Company, effective April 1, 1996,
and any subsequent amendments

(b) Between ITT Hartford Life and Annuity Insurance Company and AXA Re
Life Insurance Company, effective April 1, 1999, and any subsequent
amendments

(c) Between ITT Hartford Life and Annuity Insurance Company and Annuity
& Life Re, effective April 1, 1999, and any subsequent amendments

(d) Between ITT Hartford Life and Annuity Insurance Company and CNA Life
Re, effective April 1, 1999, and any subsequent amendments

In witness of the above, this Amendment is executed in duplicate on the dates
indicated below.

ITT HARTFORD LIFE AND ANNUITY PAINEWEBBER LIFE INSURANCE
INSURANCE COMPANY COMPANY
("Ceding Company") ("Reinsurer")
on May 22, 2001 on May 16, 2001

By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
------------------------- ---------------------------
Title: Vice President & Director Title: Senior Vice President

By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
------------------------- ---------------------------
Title: Executive Vice President Title: President

SCHEDULE A
ANNUITIES AND RISKS REINSURED

ANNUITIES AND RISKS REINSURED. The amount of reinsurance under this Agreement
will be a percent quota share, shown below, of the Ceding Company's net
liability, with respect to the separate account, on those variable annuities and
the corresponding state and group variations thereof listed below that are
issued by the Ceding Company on or after January 1, 1994 and sold by the
PaineWebber Affiliates listed below.

VARIABLE ANNUITY ISSUE DATES QUOTA SHARE PERCENTAGE
--------------------------------------------------------------------------
January 1, 1994 to December 31, 1996
January 1, 1997 and later
September 1, 2000 and later (former XX Xxxxxxxx)

COUNTRYWIDE
VARIABLE ANNUITY PLAN POLICY FORM NUMBER
--------------------------------------------------------------------------
Xxxxxx Hartford Capital Manager 5 XXX-VA94, ITT-VA93
Director 6 XXX-VA94, ITT-VA93
Xxxxxx Hartford Capital Manager 6 LA-VA99
Director 7 LA-VA99
Leaders 1 LA-VA99

PAINEWEBBER AFFILIATES TAX ID NUMBER
--------------------------------------------------------------------------
PWJC Insurance Sales, Inc. 00-0000000
PWJC Sales Agency 00-0000000
PWJC Insurance Agency Massachusetts 00-0000000
PWJC Insurance Sales Arizona 00-0000000
PWJC Agency Illinois 00-0000000
PWJC Insurance Agency Oklahoma 00-0000000
PWJC Insurance Sales Wyoming 00-0000000
PWJC Insurance Sales Montana, Inc. 00-0000000
PW Insurance Agency of Ohio 00-0000000
PW Insurance Agency Arkansas 00-0000000
PWJC Insurance Agency Texas 00-0000000
PW Insurance Agency of Puerto Rico 00-0000000
PW Insurance Agency (Idaho) Incorporated 00-0000000
XX Xxxxxxxx Insurance Agency of Alabama, Inc. 00-0000000

"Net liability," as used in this Agreement, means the Ceding Company's liability
on the annuities reinsured hereunder, less amounts recoverable from other
reinsurance.

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REINSURANCE AGREEMENT

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