AND

Exhibit 10.1

MASTER AGREEMENT

BY AND BETWEEN

ANNUITY AND LIFE REASSURANCE, LTD.

AND

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

DATED AS OF JANUARY 31, 2005

TABLE OF CONTENTS

Page
----

ARTICLE I DEFINITIONS....................................................... 1
Section 1.01. Definitions................................................ 1

ARTICLE II CLOSING; TRANSFER AND ACQUISITION OF ASSETS....................... 5
Section 2.01. Time and Location of Closing............................... 5
Section 2.02. Consideration.............................................. 5
Section 2.03. Payment of Consideration................................... 5

ARTICLE III REPRESENTATIONS AND WARRANTIES OF ALR............................. 5
Section 3.01. Organization and Standing.................................. 6
Section 3.02. Authorization; Enforceable Obligations..................... 6
Section 3.03. No Conflict or Violation................................... 6
Section 3.04. Consents and Approvals of ALR.............................. 6
Section 3.05. Actions and Proceedings.................................... 7
Section 3.06. Compliance with Laws....................................... 7
Section 3.07. Reinsurance Agreements..................................... 7
Section 3.08 Contracts and Other Agreements............................. 7
Section 3.09 Reserves................................................... 7
Section 3.10 Accuracy of Information Provided to TOLIC.................. 7
Section 3.11 No Undisclosed Liabilities................................. 8

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TOLIC........................... 8
Section 4.01. Organization and Standing.................................. 8
Section 4.02. Qualification and Power.................................... 8
Section 4.03. Authorization; Enforceable Obligations..................... 8
Section 4.04. No Conflict or Violation................................... 9
Section 4.05. Consents and Approvals of TOLIC............................ 9

ARTICLE V COVENANTS OF THE PARTIES.......................................... 9
Section 5.01. Disputes................................................... 9
Section 5.02. Expenses................................................... 9
Section 5.03. Confidentiality............................................ 9
Section 5.04. Litigation................................................. 10
Section 5.05. Books and Records.......................................... 10
Section 5.06. Post-Closing Access........................................ 10
Section 5.07. Portfolio Model............................................ 10
Section 5.08. Post-Closing Reserve Adjustment............................ 11
Section 5.09. Administration of Reinsurance Agreements................... 11
Section 5.10. Specific Performance....................................... 11

ARTICLE VI CONDITIONS TO CLOSING............................................. 12
Section 6.01. Conditions Precedent to the Obligation of ALR to Close..... 12

Section 6.02. Conditions Precedent to the Obligation of TOLIC to Close... 13

ARTICLE VII SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS............. 14
Section 7.01. Survival of Representations, Warranties and Covenants...... 14

ARTICLE VIII INDEMNIFICATION................................................... 14
Section 8.01. Indemnification............................................ 14
Section 8.02. Procedures for Assertion of Claim.......................... 15

ARTICLE IX ARBITRATION....................................................... 16
Section 9.01 Scope...................................................... 16
Section 9.02 Good Faith Negotiation..................................... 16
Section 9.03 Initiation of Arbitration.................................. 17
Section 9.04 Arbitration Panel.......................................... 17
Section 9.05 Procedural Requirements.................................... 17
Section 9.06 Arbitration Award.......................................... 18

ARTICLE X MISCELLANEOUS PROVISIONS.......................................... 19
Section 10.01. Duty of Cooperation........................................ 19
Section 10.02. Successors and Assigns..................................... 19
Section 10.03 Amendment.................................................. 19
Section 10.04. Governing Law.............................................. 19
Section 10.05. Notices.................................................... 19
Section 10.06. Broker Fees................................................ 20
Section 10.07. Counterparts............................................... 20
Section 10.08. Entire Agreement; Merger................................... 20
Section 10.09. Exhibits and Schedules..................................... 20
Section 10.10. Headings................................................... 20
Section 10.11. Severability............................................... 20
Section 10.12. No Third Party Beneficiaries............................... 20
Section 10.13. Publicity.................................................. 21
Section 10.14. Offset..................................................... 21

-ii-

LIST OF EXHIBITS

EXHIBIT A FORM OF F&G NOVATION AMENDMENT

EXHIBIT B FORM OF SCOTTISH RE NOVATION AMENDMENT

-iii-

LIST OF SCHEDULES

SCHEDULE 3.07 REINSURANCE TREATIES

-iv-

MASTER AGREEMENT

THIS MASTER AGREEMENT (the "Agreement") is made to be effective as
of December 31, 2004 by and between ANNUITY AND LIFE REASSURANCE, LTD., a
Bermuda company ("ALR"), and TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, an
Iowa stock life insurance company ("TOLIC").

WHEREAS, ALR reinsures business from Fidelity Guaranty Life
Insurance Company under that certain reinsurance agreement with Fidelity
Guaranty Life Insurance Company dated October 1, 1999 (the "F&G Reinsurance
Agreement");

WHEREAS, ALR reinsures business from Scottish Re Life Corporation as
the present counter-party under certain reinsurance agreements originally with
Phoenix Home Life Mutual Insurance Company, American Phoenix Life and
Reassurance Company and Phoenix Life and Reassurance Company of New York dated
January 1, 1998 (the "Scottish Re Reinsurance Agreements"); and

WHEREAS, the parties desire to enter into this Agreement in
consideration of TOLIC replacing ALR under each of the F&G Reinsurance Agreement
and the Scottish Re Reinsurance Agreements pursuant to a novation amendment to
each such reinsurance agreement (respectively, the "F&G Novation Amendment" and
the "Scottish Re Novation Amendment").

NOW, THEREFORE, in consideration of the mutual and several promises
and undertakings herein contained, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01. Definitions. In addition to the terms elsewhere
defined in this Agreement, the following capitalized terms when used in this
Agreement shall have the following meanings:

"Affiliate" means, with respect to any Person, at the time in
question, any other Person controlling, controlled by or under common control
with such Person. "Control" (including the terms or phrases "controlling",
"controlled by" and "under common control with") means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities or
otherwise. Control is presumed to exist if any Person, directly or indirectly,
owns, controls, holds with the power to vote, or holds shareholders' proxies
representing 50% or more of the voting securities of any other Person.

"ALR" shall have the meaning set forth in the first paragraph of the
Agreement.

"ALR Extracontractual Liabilities" means all liabilities for
consequential, exemplary, punitive or similar extracontractual damages or
statutory penalties, whether owing to

cedents under the Reinsurance Agreements, Governmental Authorities or any other
Person relating to the Reinsurance Agreements, which liabilities arise from any
action, act of bad faith, error or omission by ALR or its Representatives, in
connection with or relating to (i) ALR's administration of the Reinsurance
Agreements, or (ii) ALR's investigation, defense, settlement or handling of any
claim under any of the Reinsurance Agreements, in each case excluding any action
taken or failure to take an action at the written direction of TOLIC.

"Ancillary Agreements" means, collectively, the F&G Novation
Amendment and the Scottish Re Novation Amendment.

"Applicable Law" means any domestic or foreign federal, state or
local statute, law, ordinance or code, or any written rules, regulations or
administrative interpretations issued by any Governmental Authority pursuant to
any of the foregoing, and any order, writ, injunction, directive, judgment or
decree of a court of competent jurisdiction applicable to the parties hereto.

"Books and Records" means all policy information, data, records and
all policy forms in the possession or control of ALR relating primarily to the
Reinsurance Agreements, including, but not limited to, administrative records,
claim records, compliance records, policy files, files and records relating to
regulatory matters, reinsurance records, and accounting records; provided,
however, that if any such records contain information which does not relate to
the Reinsurance Agreements, such information shall not constitute "Books and
Records" and may be redacted from the "Books and Records" as TOLIC or ALR, as
applicable, reasonably deems appropriate. Books and Records shall exclude (a)
any original books and records relating to the Excluded Liabilities or required
to be retained by Applicable Law; and (b) any records that are subject to
attorney-client privilege.

"Business Day" means any day other than a Saturday, Sunday or day on
which banking institutions in Bermuda or the State of Iowa are permitted or
obligated by law to be closed.

"Closing" shall have the meaning set forth in Section 2.01.

"Closing Date" shall have the meaning set forth in Section 2.01.

"Code" means the Internal Revenue Code of 1986, as amended, and any
rules and regulations promulgated thereunder and currently in effect.

"Confidential Information" shall have the meaning set forth in
Section 5.03.

"Event of Force Majeure" means any of the following events which
causes any party hereto to be unable to perform its obligations under this
Agreement: acts by Governmental Authority, riots, wars, national emergency,
hostility, public disturbance, acts of terror, strike, boycott, sanctions,
embargo, labor disputes and work stoppages, failure or interruption of
transportation or other utilities, epidemic, fire, flood, earthquake, storm,
tidal wave or other acts of nature, and all other events beyond the reasonable
control of a party, provided always that lack of funds alone shall not be an
event beyond a party's reasonable control.

"Excluded Liabilities" means (i) any liability under the Reinsurance
Agreements that arises out of claims made (including without limitation claims
incurred but not reported) or causes of action occurring prior to December 31,
2004 and (ii) ALR Extracontractual Liabilities.

"F&G Novation Amendment" shall have the meaning set forth in the
Recitals, the form of which is attached as Exhibit A.

"F&G Reinsurance Agreement" shall have the meaning set forth in the
Recitals.

"Governmental Authority" means any court, administrative or
regulatory agency or commission, or other federal, state or local governmental
authority or instrumentality having jurisdiction over any party hereto.

"Indemnified Person" shall have the meaning set forth in Section
8.02(a).

"Indemnifying Person" shall have the meaning set forth in Section
8.02(a).

"IRS" means the Internal Revenue Service.

"Knowledge" or "knowledge" means (i) with respect to ALR, the actual
knowledge of Xxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxxxx or
Xxxx Xxxxxxxx or the knowledge and other facts and matters that such individuals
should reasonably be expected to discover or otherwise become aware of in the
course of their duties as an employee, officer or director of ALR and (ii) with
respect to TOLIC, the actual knowledge of Xxxx Xxxxxxxx, Xxx Xxxxxxxx, Xxxxx
Xxxx or Xxxxx XxXxxxx or the knowledge and other facts and matters that such
individuals should reasonably be expected to discover or otherwise become aware
of in the course of their duties as an employee, officer or director of TOLIC.

"Lien" means any mortgage, lien, pledge, adverse claim (excluding
any claims for Policy benefits or rights under the Policies), charge, title
defect, security interest, right of offset, contribution, funding obligation or
other encumbrance, including any such encumbrance arising by operation of
statute or other law, or any interest or title of any vendor, lessor, lender or
other secured party with respect to a Person under any conditional sale or other
title retention agreement or capital lease, upon or with respect to any property
or asset of such Person, or the signing or filing of a financing statement that
names such Person as debtor, or the signing of any security agreement
authorizing any other Person as the secured party to file any financing
statement.

"Loss" or "Losses" shall have the meaning set forth in Section
8.01(a).

"Material" or "material" when used to qualify a term or provision of
this Agreement (except where a particular level of materiality is specified),
shall be judged from the viewpoint of a disinterested, knowledgeable and
experienced insurance professional engaged in the management of individual life
insurance operations.

"Material Adverse Effect" means a material adverse effect on the
assets, business, condition (financial or otherwise), or results of operations
of the blocks of insurance policies constituting the business ceded to ALR under
the Reinsurance Agreements taken as a whole; provided, however, that adverse
effects caused primarily by any one or more of the following shall be excluded
from the definition of "Material Adverse Effect" and from any determination as
to whether a Material Adverse Effect has occurred: (i) any adverse changes in
economic or market conditions, including, without limitation, changes in
interest rates or currency valuations; (ii) any adverse change in the life
insurance industry or financial services industry generally; (iii) any change in
law, rule or regulation, including, without limitation, changes in tax law,
accounting rules or reserving requirements; and (iv) any adverse change or
effect resulting from the announcement or pendency of the transactions
contemplated by this Agreement.

"Mellon" shall have the meaning set forth in Section 2.03.

"Permits" means all licenses, permits, orders, approvals, consents,
registrations, authorizations, qualifications and filings with and under all
federal, state, local or foreign laws, regulations and governmental or
regulatory bodies.

"Person" means any individual, corporation, partnership, firm, joint
venture, association, joint-stock company, limited liability company, trust,
estate, unincorporated organization, governmental, judicial or regulatory body
or other entity.

"Reinsurance Agreements" shall mean collectively the F&G Reinsurance
Agreement and the Scottish Re Reinsurance Agreements.

"Representatives" means, with respect to any party hereto, its
officers, directors, employees, agents and other representatives (including
legal counsel, consultants, independent public accountants, actuaries but
excluding any Producer).

"Scottish Re Novation Amendment" shall have the meaning set forth in
the Recitals, the form of which is attached as Exhibit B.

"Scottish Re Reinsurance Agreements" shall have the meaning set
forth in the Recitals.

"Taxes" (or "Tax" as the context may require) means all federal,
state, county, local, foreign and other taxes (including, without limitation,
income taxes, payroll and employee withholding taxes, unemployment insurance,
social security taxes, premium taxes, excise taxes, sales taxes, use taxes,
gross receipts taxes, franchise taxes, ad valorem taxes, severance taxes,
capital property taxes and import duties, and includes interest, additions to
tax and penalties with respect thereto, whether disputed or not.

"TOLIC" shall have the meaning set forth in the first paragraph of
this Agreement.

"TOLIC Extracontractual Liabilities" means all liabilities for
consequential, exemplary, punitive or similar extracontractual damages or
statutory penalties, whether owing to cedents under the Reinsurance Agreements,
Governmental Authorities or any other Person relating to the Reinsurance
Agreements, which liabilities arise from any action, act of bad faith, error or
omission by TOLIC or its Representatives, in connection with or relating to
TOLIC's investigation, defense, settlement or handling of any claim under any of
the Reinsurance Agreements, in each case excluding any action taken or failure
to take an action at the written direction of ALR.

ARTICLE II
CLOSING; TRANSFER AND ACQUISITION OF ASSETS

Section 2.01. Time and Location of Closing. The closing of the
transactions contemplated by this Agreement (the "Closing") shall take place at
10:00 a.m. local time on January 31, 2005 (the "Closing Date"), assuming all of
the conditions precedent to closing set forth in Article VI are satisfied or
waived, or on such other date as is mutually agreed upon by the parties, acting
in good faith to cause the Closing to occur as soon as is reasonably
practicable. The Closing shall be held at the offices of TOLIC or such other
place agreed to by the parties.

Section 2.02. Consideration. The consideration to be paid by ALR
hereunder shall be $18,500,000, of which $15,050,000 is attributable to the F&G
Novation Amendment and $3,450,000 is attributable to the Scottish Re Novation
Amendment.

Section 2.03. Payment of Consideration. On the Closing Date, ALR
will cause the assets held in the trust account created under that certain
Reinsurance Trust Agreement, dated as of March 15, 2001 by and among Scottish Re
Life Corporation (formerly named ERC Life Reinsurance Corporation), ALR and
Mellon Bank, N.A ("Mellon") to be released to TOLIC and ALR will transfer to
TOLIC an amount equal to $11,000,000 by wire transfer of immediately available
funds in U.S. dollars to the bank account or accounts designated in writing by
TOLIC. In the event that (x) the market value, as determined by Mellon, of such
assets released to TOLIC plus such wire transfer amount is less than (y) the
aggregate amount owed by ALR to TOLIC hereunder plus $21,093,509, then ALR shall
transfer to TOLIC an amount equal to such difference by wire transfer of
immediately available funds in U.S. dollars to the bank account or accounts
designated in writing by TOLIC within ten (10) Business Days after the Closing
Date. In the event that (x) the market value, as determined by Mellon, of such
assets released to TOLIC plus such wire transfer amount is greater than (y) the
aggregate amount owed by ALR to TOLIC hereunder plus $21,093,509, then TOLIC
shall transfer to ALR an amount equal to such difference by wire transfer of
immediately available funds in U.S. dollars to the bank account or accounts
designated in writing by ALR within ten (10) Business Days after the Closing
Date.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF ALR

Notwithstanding any independent investigation or verification
undertaken by TOLIC or any knowledge of the subject matter of the
representations and warranties included in

this Section which TOLIC may obtain prior to the Closing Date, ALR, hereby
represents and warrants to TOLIC as follows:

Section 3.01. Organization and Standing.

(a) ALR is a corporation duly incorporated, validly existing and in
good standing under the laws of Bermuda and has all requisite power and
authority to own, lease and operate the assets, properties and business relating
to F&G Reinsurance Agreement and the Scottish Re Reinsurance Agreements.

(b) ALR has all of the necessary licenses, permits and authorities
under Applicable Law to conduct its business in the states and other
jurisdictions where it conducts such business.

Section 3.02. Authorization; Enforceable Obligations. ALR has all
requisite power and authority to enter into this Agreement and the Ancillary
Agreements and has all requisite power and authority to perform its obligations
hereunder and thereunder. The execution and delivery by ALR of this Agreement
and the Ancillary Agreements, and the performance by ALR of its obligations
hereunder and thereunder have been duly authorized, and no other acts or
proceedings on the part of ALR are necessary to authorize the execution,
delivery and performance of this Agreement and the Ancillary Agreements. This
Agreement has been, and on or prior to the Closing Date, the Ancillary
Agreements will be, duly executed and delivered by ALR. Assuming the execution
and delivery of this Agreement and the Ancillary Agreements by the other parties
hereto and thereto, this Agreement is, and the Ancillary Agreements will be
legal, valid and binding obligations of ALR, enforceable against ALR in
accordance with their terms, subject as to enforceability to applicable
bankruptcy, reorganization, insolvency, moratorium, or any other similar laws
affecting generally the enforcement of creditors' rights as from time to time
are in effect and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

Section 3.03. No Conflict or Violation. The execution and delivery
of this Agreement and the Ancillary Agreements, the consummation of the
transactions contemplated hereby and thereby by ALR, and the fulfillment of and
compliance with the terms and provisions hereof and thereof by ALR will not (i)
violate any law, regulation, ordinance or judicial or administrative order,
writ, award, judgment, injunction or decree applicable to ALR or its properties
or assets; (ii) conflict with, result in a breach of, constitute a default under
or accelerate or permit the acceleration of the performance required by, any
indenture or any agreement or other instrument to which ALR is a party or by
which it is bound or by which any of its properties or assets may be affected;
or (iii) result in the creation of any Lien, charge or encumbrance upon assets
or properties of ALR under any such indenture, agreement or instrument.

Section 3.04. Consents and Approvals of ALR. The execution, delivery
and performance of this Agreement and the Ancillary Agreements and the
consummation of the transactions contemplated hereby and thereby in accordance
with the respective terms hereof and thereof do not require ALR to obtain any
consent, approval or action of, or make any filing with

or give any notice to, any Person other than consents and approvals that have
already been obtained by ALR, filings that have already been made by ALR and
notices that have already been provided by ALR.

Section 3.05. Actions and Proceedings. There are no (i) outstanding
orders, decrees or judgments by or with any Governmental Authority or
arbitration tribunal against or affecting ALR that, individually or in the
aggregate, have a Material Adverse Effect or materially affect the ability of
ALR to perform its obligations hereunder or (ii) pending or, to the Knowledge of
ALR, threatened litigation, action, suits, claims or legal, administrative or
arbitration proceedings pending against ALR that have a Material Adverse Effect
or, if determined adversely, are likely, individually or in the aggregate, to
have a Material Adverse Effect or materially affect the ability of ALR to
perform its obligations hereunder.

Section 3.06. Compliance with Laws. ALR is not in violation of any
order, judgment, injunction, award or decree applicable to the Reinsurance
Agreements which violation has or is likely to have a Material Adverse Effect.
To the Knowledge of ALR, ALR is not in violation of or under investigation with
respect to, and has not been charged with or given notice of any violation of,
any federal, state or local law, ordinance or regulation or any other
requirement of any Governmental Authority or arbitrator applicable to the
Reinsurance Agreements which violation has or is likely to have a Material
Adverse Effect, and, to its Knowledge, ALR has not received notice that any such
violation is being alleged.

Section 3.07. Reinsurance Agreements. Attached as Schedule 3.07 are
true, complete and correct copies of the Reinsurance Agreements and all
amendments thereto.

Section 3.08 Contracts and Other Agreements. There are no contracts,
reinsurance or retrocession contracts, or other agreements, commitments or
binding arrangements to which ALR is a party or by which ALR is bound and which
are materially related to the Reinsurance Agreements.

Section 3.09 Reserves.

(a) To the Knowledge of ALR, there are no deficiencies with the
reserves applicable to the business ceded under the Reinsurance Agreements.

(b) Notwithstanding the foregoing, TOLIC acknowledges and agrees
that by ALR making the foregoing representations and warranties, ALR is not
representing or warranting that the reserves referred to herein, elsewhere in
the Agreement or in any financial statement, report or document prepared by ALR
and delivered to TOLIC, have been or will be sufficient or adequate for the
purposes for which they were established.

Section 3.10 Accuracy of Information Provided to TOLIC. To the
Knowledge of ALR, all information, accounts, financial statements and other
documents provided by ALR to TOLIC in connection with the examination of the
Reinsurance Agreements by TOLIC are true, accurate and complete in all material
respects, do not contain any untrue statement of a material

fact and do not omit a material fact necessary to make the statements or facts
contained therein taken as a whole not misleading.

Section 3.11 No Undisclosed Liabilities. As of the date of execution
of this Agreement and as of the Closing Date, except as disclosed in this
Agreement or on a Schedule hereto and except for those incurred in the ordinary
course of business consistent with past practice, there is no liability or
obligation that, either individually or in the aggregate, would have a Material
Adverse Effect. ALR, to its Knowledge, does not have any indebtedness or
liability of any nature, whether accrued, absolute, contingent or otherwise,
whether due or to become due, which, either individually or in the aggregate,
would have a Material Adverse Effect.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF TOLIC

Notwithstanding any independent investigation or verification
undertaken by ALR or any knowledge of the subject matter of the representations
and warranties included in this Section which ALR may obtain prior to the
Closing Date TOLIC hereby represents and warrants to ALR as follows:

Section 4.01. Organization and Standing. TOLIC is a stock life
insurance company duly incorporated, validly existing and in good standing under
the insurance laws of the State of Iowa and has all requisite corporate power
and authority to own, lease and operate its properties and assets and to conduct
its business as currently conducted.

Section 4.02. Qualification and Power. TOLIC is duly qualified and
in good standing to do business in every jurisdiction in which such
qualification is necessary because of (i) the nature of its business or of the
properties owned, leased or operated by it and (ii) the transactions
contemplated by this Agreement.

Section 4.03. Authorization; Enforceable Obligations.TOLIC has all
requisite power and authority to enter into this Agreement and the Ancillary
Agreements and has all requisite power and authority to perform its obligations
hereunder and thereunder. The execution and delivery by TOLIC of this Agreement
and the Ancillary Agreements, and the performance by TOLIC of its obligations
hereunder and thereunder, have been duly authorized, and no other acts or
proceedings on the part of TOLIC are necessary to authorize the execution,
delivery and performance of this Agreement and the Ancillary Agreements. This
Agreement has been, and the Ancillary Agreements will be duly executed and
delivered by TOLIC. Assuming the execution and delivery of this Agreement and
the Ancillary Agreements by the other parties hereto and thereto, this Agreement
is, and the Ancillary Agreements will be legal, valid and binding obligations of
TOLIC, enforceable against TOLIC in accordance with their terms, subject as to
enforceability to applicable bankruptcy, reorganization, insolvency, moratorium,
or any other similar laws affecting generally the enforcement of creditors'
rights as from time to time are in effect and to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

Section 4.04. No Conflict or Violation. The execution and delivery
of this Agreement and the Ancillary Agreements, the consummation of the
transactions contemplated hereby and thereby by TOLIC, and the fulfillment of
and compliance with the terms and provisions hereof by TOLIC will not; (i)
violate any provision of TOLIC's charter, bylaws or other organizational
documents; (ii) violate, conflict with or result in the breach of any of the
terms of, result in any modification of the effect of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of time, or both, constitute) a default under, any indenture, contract or other
agreement or instrument to which TOLIC is a party or by or to which it or any of
its assets or properties may be bound or subject; (iii) violate any law,
regulation, ordinance or judicial or administrative order, writ, award,
judgment, injunction or decree applicable to TOLIC or its properties or assets;
(iv) conflict with, result in a breach of, constitute a default under or
accelerate or permit the acceleration of the performance required by, any
indenture, contract or other agreement or instrument to which TOLIC is a party
or by which it is bound or by which any of its properties or assets may be
affected; or (v) result in the creation of any Lien, charge or encumbrance upon
any of the assets or properties of TOLIC under any such indenture, agreement or
instrument.

Section 4.05. Consents and Approvals of TOLIC. The execution,
delivery and performance of this Agreement and the Ancillary Agreements, and the
consummation of the transactions contemplated hereby and thereby in accordance
with the respective terms hereof, do not require TOLIC to obtain any consent,
approval authorization, order, ruling or action of, or to make any filing or
registration with or give any notice to, any Person.

ARTICLE V
COVENANTS OF THE PARTIES

Section 5.01. Disputes. All disputes or differences among or between
TOLIC and ALR which arise under or are related to this Agreement and the
Ancillary Agreements upon which an amicable resolution cannot be reached shall
be submitted to arbitration in accordance with Article IX.

Section 5.02. Expenses. Except as otherwise provided in this
Agreement or any Ancillary Agreement, the parties shall each bear their
respective expenses incurred in connection with the negotiation, preparation,
execution, and performance of this Agreement and the Ancillary Agreements
related hereto and the transactions contemplated hereby and thereby.

Section 5.03. Confidentiality.

(a) ALR and TOLIC may come into possession or knowledge of
Confidential Information of the other in connection with the obligations to be
performed by each under this Agreement. ALR and TOLIC agree to hold such
Confidential Information in strictest confidence and to take all reasonable
steps to ensure that such Confidential Information is not disclosed by any means
by each of them or by any of their Representatives to third parties, except in
respect of filings required to be made with the Securities and Exchange
Commission and as may be authorized in advance by the disclosing party and in
compliance with all Applicable Laws, and then only to third parties who have
agreed to keep such Confidential Information confidential in

writing. ALR and TOLIC further agree not to use any such Confidential
Information of the other for their own benefit or the benefit of any other
Person, or for any purpose whatsoever other than the transactions contemplated
by this Agreement. "Confidential Information" means any information which (i) is
not generally available to the public, or (ii) has not been lawfully obtained by
the parties prior to the date of disclosure to it by the other. The provisions
of the previous confidentiality agreement between the parties shall remain in
full force and effect.

(b) In the event that either party is required by legal process, law
or regulation to disclose any portion of the Confidential Information provided
to it, such party shall provide the other with prompt written notice of such
requirement as far in advance of the proposed disclosure as possible so that the
other party (at its expense) may either seek a protective order or other
appropriate remedy which is necessary to protect its interests or waive
compliance with the non-disclosure provisions of this Agreement to the extent
necessary (provided that one or the other is done). The party under the
disclosure obligation shall cooperate in all reasonable respects with the party
seeking to prevent or limit disclosure and, in the event a protective order or
other remedy is not obtained will limit the disclosure to the information
actually required to be disclosed.

Section 5.04. Litigation. In the event any court of competent
jurisdiction shall enjoin or otherwise order or decree (preliminarily or
otherwise) either party not to perform any or all of its obligations incurred
under this Agreement, for however long as such injunction, order or decree shall
be outstanding, the other party shall be absolutely relieved from performing any
obligation incurred hereunder to the extent that such performance would result
in a violation of any such injunction, order or decree; provided that the
parties shall use their commercially reasonable efforts to have any such
injunction, order or decree dissolved and set aside; and provided further that
neither TOLIC nor ALR shall initiate or bring any such action.

Section 5.05. Books and Records. On and after the Closing Date, ALR
shall deliver to TOLIC a copy of any Books and Records reasonably requested by
TOLIC.

Section 5.06. Post-Closing Access. After the Closing Date, each
party shall permit the other party access, during normal business hours and upon
reasonable prior notice, to all books and records of the other party as are
reasonably necessary (a) to permit ALR or TOLIC, as the case may be, to respond
to or comply with requests for information by Governmental Authorities financial
auditors or tax auditors, to defend lawsuits or for other reasonable purposes,
including, without limitation, for ALR to meet its obligations with respect to
Excluded Liabilities, (b) to enable ALR or TOLIC to meet its Tax obligations, or
(c) to perform its obligations under this Agreement or the Ancillary Agreements.
For this purpose, either party may, at its own expense, make extracts from, and
copies of, the books and records through the use of its own facilities and
personnel and through reasonable use of the other party's facilities and
personnel. Each party shall abide by all rules of conduct applicable to any
other party's facility to which it is granted access.

Section 5.07. Portfolio Model. Not later than 15 days after the
Closing Date, TOLIC shall validate the accuracy of the portfolio models used by
ALR as to the Reinsurance Agreements against internally developed TOLIC models
based upon and subject to the same

assumptions as those used by ALR. In the event of any dispute between TOLIC and
ALR as to the validation of the portfolio models, then, notwithstanding the
provisions of Article IX, such dispute shall be submitted to an independent
qualified actuary who is both (i) a Fellow of the Society of Actuaries and (ii)
a Milliman consultant or employee for adjudication, whose determination shall be
final, binding and conclusive as to the parties. Any material difference (i.e.
greater than two percent (2%) of transferred reserves) in the reserves required
based on future TOLIC models shall be payable to TOLIC by ALR within thirty (30)
days after notice of such difference is received by ALR.

Section 5.08. Post-Closing Reserve Adjustment. The parties
acknowledge that the reserves transferred in conjunction with the F&G Novation
Amendment and the Scottish Re Novation Amendment (the "Estimated Reserves") were
estimated based on models and data provided by ALR. Not later than March 31,
2005, TOLIC shall calculate and advise ALR of the actual amount of reserves that
existed at December 31, 2004 based on actual fourth quarter 2004 financial
results ("Actual Reserves"). In the event that the Actual Reserves are greater
than the Estimated Reserves, then ALR shall pay TOLIC the difference within ten
(10) Business Days of ALR's receipt of notice of the amount of Actual Reserves.
In the event that the Estimated Reserves are greater than the Actual Reserves,
then TOLIC shall pay ALR the difference within ten (10) Business Days of TOLIC's
computation of the amount of Actual Reserves. In the event of any dispute
between TOLIC and ALR as to the Actual Reserves, then, notwithstanding the
provisions of Article IX, such dispute shall be submitted to an independent
qualified actuary who is both (i) a Fellow of the Society of Actuaries and (ii)
a Milliman consultant or employee for adjudication, whose determination shall be
final, binding and conclusive as to the parties.

Section 5.09. Administration of Reinsurance Agreements. The parties
acknowledge that the consummation of the transactions contemplated by this
Agreement and the Ancillary Agreements is conditioned on whether TOLIC, in its
sole discretion, is able to assure that Xxxxxxxx-Xxxxx clearance by its Steering
Committee is granted with respect to the Reinsurance Agreements so as to allow
access to adequate and sufficient data for purposes of life reinsurance
administration. TOLIC will make such determination and communicate same to ALR
within thirty (30) days following the Closing Date. In the event that TOLIC is
unable to assure that Xxxxxxxx-Xxxxx clearance by its Steering Committee is
granted with respect to the Reinsurance Agreements so as to allow access to
adequate and sufficient data for purposes of life reinsurance administration,
then the parties shall take all steps to unwind the transactions contemplated by
this Agreement and the Ancillary Agreements.

Section 5.10. Specific Performance. Notwithstanding anything to the
contrary in Article IX, each party acknowledges and agrees that in the event of
any breach of Section 5.03 of this Agreement the non-breaching party would be
irreparably and immediately harmed and could not be made whole by monetary
damages. It is accordingly agreed that the parties will (a) waive, in any action
for specific performance, the defense of adequacy of a remedy at law and (b) be
entitled, in addition to any other remedy to which they may be entitled at law
or in equity, to compel specific performance of this Agreement.

ARTICLE VI
CONDITIONS TO CLOSING

Section 6.01. Conditions Precedent to the Obligation of ALR to
Close. The obligation of ALR to consummate the transactions contemplated by this
Agreement is subject to the satisfaction of the following conditions. ALR may
waive in writing any or all of these conditions, in whole or in part, but no
waiver of a condition will constitute a waiver by ALR of any other condition.

(a) Representations and Covenants. The representations and
warranties of TOLIC contained in this Agreement shall be true and correct in all
material respects on and as of the Closing Date with the same force and effect
as though made on and as of the Closing Date. except that any such
representations and warranties that are given as of a particular date and relate
solely to a particular date or period shall be true and correct in all material
respects as of such date or period. TOLIC shall have performed and complied in
all material respects with all covenants and agreements required by this
Agreement to be performed or complied with by TOLIC on or prior to the Closing
Date.

(b) No Prohibition or Event of Force Majeure. There shall not exist
any temporary restraining order, preliminary or permanent injunction, final
judgment, law or regulation prohibiting the consummation of this Agreement or
the transactions contemplated hereby, or, to the Knowledge of any party, any
pending or threatened action by any Governmental Authority or private party
prohibiting or seeking to prohibit the consummation of this Agreement or the
transactions contemplated hereby. An Event of Force Majeure shall not have
occurred and be continuing.

(c) Governmental and Regulatory Approvals. All required regulatory
approvals shall have been obtained and shall be in full force and effect and
without conditions or limitations reasonably unacceptable to ALR. There shall
not have been any action taken by any Governmental Authority prohibiting or
making illegal the transactions contemplated hereby.

(d) Resolutions and Certificates. ALR shall have received true and
correct copies of resolutions authorizing the execution, delivery and
performance of this Agreement and any Ancillary Agreement by TOLIC, certified by
the Secretary or Assistant Secretary of TOLIC.

(e) Other Agreements. Each of the Ancillary Agreements and
instruments contemplated hereby this Agreement and the Ancillary Agreement shall
have been duly executed and delivered by the appropriate party on the Closing
Date, and such Ancillary Agreements and instruments shall be in full force and
effect on the Closing Date.

(f) Additional Documents. ALR shall have received such additional
documents, certificates, payments, assignments, transfers and other deliveries
as it or its counsel may reasonably request and as are customary to effect a
closing of the matters herein contemplated.

Section 6.02. Conditions Precedent to the Obligation of TOLIC to Close.
The obligation of TOLIC to consummate the transactions contemplated by this
Agreement is subject to the satisfaction of the following conditions. TOLIC may
waive in writing any or all of these conditions, in whole or in part, but no
waiver of a condition will constitute a waiver by TOLIC of any other condition.

(a) Representations and Covenants. The representations and warranties of
ALR contained in this Agreement shall be true and correct in all material
respects on and as of the Closing Date with the same force and effect as though
made on and as of the Closing Date, except that any such representations and
warranties that are given as of a particular date and relate solely to a
particular date or period shall be true and correct in all material respects as
of such date or period. ALR shall have performed and complied in all material
respects with all covenants and agreements required by this Agreement to be
performed or complied with by ALR on or prior to the Closing Date.

(b) No Prohibition or Event of Force Majeure. There shall not exist any
temporary restraining order, preliminary or permanent injunction, final
judgment, law or regulation prohibiting the consummation of this Agreement or
the transactions contemplated hereby, or, to the Knowledge of any party, any
pending or threatened action by any Governmental Authority or private party
prohibiting or seeking to prohibit the consummation of this Agreement or the
transactions contemplated hereby. An Event of Force Majeure shall not have
occurred and be continuing.

(c) Governmental and Regulatory Approvals. All required regulatory
approvals shall have been obtained and shall be in full force and effect and
without conditions or limitations reasonably unacceptable to TOLIC. There shall
not have been any action taken by any Governmental Authority prohibiting or
making illegal the transactions contemplated hereby.

(d) Resolutions and Certificates. TOLIC shall have received true and
correct copies of resolutions authorizing the execution, delivery and
performance of this Agreement and any Ancillary Agreement by ALR, certified by
the Secretary or Assistant Secretary of ALR.

(e) Other Agreements. Each of the Ancillary Agreements and instruments
contemplated by this Agreement and the Ancillary Agreements shall have been duly
executed and delivered by the appropriate party on the Closing Date, and such
agreements and instruments shall be in full force and effect on the Closing
Date.

(f) Additional Documents. TOLIC shall have received such additional
documents, certificates, payments, assignments, transfers and other deliveries
as it or its counsel may reasonably request and as are customary to effect a
closing of the matters herein contemplated.

ARTICLE VII
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 7.01. Survival of Representations, Warranties and Covenants. The
representations and warranties of the parties contained in this Agreement shall
expire as of the date which is eighteen (18) months after the Closing Date,
except that the representations and warranties set forth in Sections 3.01, 3.02,
3.03, 3.04, 4.01, 4.02, 4.03, 4.04 and 4.05 shall survive without limitation as
to time. The covenants, undertakings, obligations and agreements contained in
this Agreement and in any Ancillary Agreement shall survive without limitation
as to time except as otherwise may be provided under the express terms of this
Agreement and any Ancillary Agreement.

ARTICLE VIII
INDEMNIFICATION

Section 8.01. Indemnification.

(a) ALR shall indemnify, defend and hold harmless TOLIC (and its
Representatives and Affiliates) from and against all claims, losses,
liabilities, damages, costs or expenses, penalties and legal and administrative
expenses including, but not limited to punitive, exemplary, compensatory or
consequential damages and plaintiff's litigation related costs and fees
(collectively, "Losses," and individually a "Loss") suffered or incurred by
TOLIC resulting from or arising out of or in connection with:

(i) ALR's breach of any representation or warranty of ALR contained
in this Agreement;

(ii) ALR's breach of or failure to perform any covenant, undertaking
or agreement of ALR in this Agreement;

(iii) any failure by ALR to pay and discharge any of the Excluded
Liabilities;

(iv) any successful enforcement of the obligations contained in this
Section 8.01(a).

(b) TOLIC shall indemnify, defend and hold harmless ALR (and its
respective Representatives and Affiliates) from and against any and all Losses
suffered or incurred by ALR resulting from or arising out of or in connection
with:

(i) TOLIC's breach of any representation or warranty of TOLIC
contained in this Agreement;

(ii) TOLIC's breach of or failure to perform any covenant,
undertaking or agreement of TOLIC in this Agreement;

(iii) any failure by TOLIC to directly pay and discharge any of the
Assumed Liabilities or to assume and accept as its direct obligations any of the
Assumed Policies; and

(iv) any successful enforcement of the obligations contained in this
Section 8.01(b).

Section 8.02. Procedures for Assertion of Claim.

(a) Upon any Person entitled to be paid or indemnified under this Article
VIII (the "Indemnified Person") becoming aware of a claim for a Loss, or a fact,
condition or event which could reasonably be expected to give rise to a Loss,
for which payment or indemnification is provided under this Article VIII, the
Indemnified Person will give prompt written notice to the Person from whom
indemnification would be owed under this Article VIII (the "Indemnifying
Person") of any such Loss with respect to which such Indemnifying Person has a
duty to indemnify under Section 8.01 (a "Claim"), specifying in reasonable
detail the facts, conditions or events giving rise to the Claim, the sections of
this Agreement to which the Claim relates, and, if practicable, the amount of
such Claim. In any event, written notice of a Claim shall be given within thirty
(30) calendar days after such Indemnified Person has actual knowledge of the
facts constituting the basis for the Claim, provided that the failure to provide
such notice within such time period shall not relieve the Indemnifying Person of
its obligations hereunder except to the extent such failure to provide timely
notice prejudiced the Indemnifying Person or increased the amount of the Losses
for which indemnification is owed under Section 8.01.

(b) With respect to any Claim, the Indemnifying Person shall have thirty
(30) calendar days from receipt of written notice from the Indemnified Person of
such Claim within which to respond in writing whether the Indemnifying Person
accepts or rejects responsibility for the Claim. If the Indemnifying Person does
not respond within such thirty (30) day period, the Indemnifying Person shall be
deemed to have accepted such Claim. If the Indemnifying Person notifies the
Indemnified Person within such thirty (30) day period that it rejects such Claim
in whole or in part, the Indemnified Person shall be free to pursue such
remedies as may be available to the Indemnified Person under Applicable Law
subject to the requirement of Article XI that all disputes between the
Indemnifying Person and the Indemnified Person shall be settled by arbitration.

(c) If the Claim is brought or asserted by a third party, the Indemnifying
Person will be entitled to participate in or take charge of the defense against
such third party Claim; provided that the Indemnifying Person and their counsel
shall proceed with diligence and in good faith with respect thereto.
Notwithstanding the Indemnifying Person's election to assume the defense or
investigation of such third party Claim, the Indemnified Person shall have the
right to employ separate counsel and to participate in the defense or
investigation of such Claim, but the fees and expenses of such counsel shall be
at the expense of the Indemnified Person, except that the Indemnifying Person
shall bear the expense of such separate counsel if (i) there are substantial
defenses available to the Indemnified Person which are different from or
additional to those available to the Indemnifying Person and cannot be
effectively asserted on

behalf of the Indemnified Person; (ii) the Indemnifying Person has rejected the
Claim or shall not have employed counsel to assume the defense of such third
party Claim within a reasonable time after notice of the assertion of such Claim
or institution of any action or proceeding for such Claim; or (iii) the
Indemnifying Person shall authorize the Indemnified Person in writing to employ
separate counsel at the expense of the Indemnifying Person.

(d) Neither the Indemnified Person nor the Indemnifying Person shall make
any settlement of any Claim which would give rise to liability on the part of
the Indemnifying Person under this Article VIII without the prior written
consent of the other, which consent shall not be unreasonably conditioned,
withheld or delayed, provided that an Indemnifying Person shall not be required
to obtain from the Indemnified Person its consent to any settlement involving
only financial obligations for which such Indemnified Person will be indemnified
hereunder and which settlement includes as an unconditional term thereof a
release of the Indemnified Person from all liability in respect of such Claim
and any related litigation by the claimant or plaintiff. No Indemnified Person
will be required to consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Person of a release from all
liability in respect to such Claim and any related litigation.

(e) The Indemnifying Person shall be subrogated to any claims or rights of
the Indemnified Person as against any other persons with respect to any amount
paid by the Indemnifying Person under this Article VIII. The Indemnified Person
shall cooperate at the Indemnifying Person's expense, in the assertion by the
Indemnifying Person of any such claim against other persons.

(f) Each party agrees to use its commercially reasonable efforts to
mitigate Losses and not to cause or worsen any liability that would constitute a
liability of the other party pursuant to any Claim of indemnification hereunder.

ARTICLE IX
ARBITRATION

Section 9.01 Scope. Any dispute or other matter in question between TOLIC
and ALR arising out of, or relating to, the formation, interpretation,
performance, or breach of this Agreement, whether such dispute arises before or
after termination of this Agreement, whether arising before or after the Closing
of this Agreement, and whether in contract, tort, under a statute or otherwise,
shall be settled by arbitration

Section 9.02 Good Faith Negotiation. TOLIC and ALR agree that, prior to
resorting to arbitration, they will negotiate diligently and in good faith, in
an effort to resolve any dispute. Once a party notifies the other of a dispute
and invokes this paragraph, the Parties shall have thirty (30) calendar days (or
such longer period as they may agree) within which to negotiate a resolution. At
the end of thirty (30) calendar days, either party may initiate arbitration.

Section 9.03 Initiation of Arbitration. To initiate arbitration, either
TOLIC or ALR shall notify the other party in writing of its desire to arbitrate.
The notice shall identify the claimant and the contract at issue, if applicable,
and the nature of the claims and/or issues. Notice shall be sent pursuant to
Section 10.05 of this Agreement. The arbitration will be deemed to have been
commenced on the date the notice of arbitration is received.

Section 9.04 Arbitration Panel.

(a) Number and qualification of arbitrators. There will be three
arbitrators who will each have no less than ten years of industry experience and
who are current or former officers of life insurance or life reinsurance
companies other than the parties to this Agreement or their Affiliates. The
arbitrators shall not be under the control of any party to the arbitration, nor
shall any member of the panel have a direct or indirect financial interest in
the outcome of the dispute.

(b) Selection of arbitrators. Within thirty (30) calendar days following
the commencement of the arbitration proceedings, each party will provide the
other with the identification of their appointed arbitrator, and provide a copy
of the arbitrator's curriculum vitae. If either party refuses or neglects to
appoint an arbitrator within thirty (30) calendar days, such appointment shall
be made promptly by the American Arbitration Association, and either party may
request such appointment be made. The parties' appointed arbitrators shall
jointly appoint a third arbitrator to act as chairman (the "umpire"). Each party
may consult, in confidence, with the arbitrator they appointed concerning the
appointment of an umpire. If the two party-appointed arbitrators fail to reach
agreement on an umpire within thirty (30) calendar days of their appointment,
each party shall exchange, within seven (7) calendar days thereafter, three
names of qualified individuals. Each party will select one name from the other's
list and notify the other party and the American Arbitration Association as to
its selection. The American Arbitration Association shall select the umpire from
the two names selected.

(c) Replacement. In the event any arbitrator fails, refuses, or becomes
unable to act as such before an award has been rendered, a successor shall be
selected in the same manner as the original arbitrator.

Section 9.05 Procedural Requirements.

(a) Submission of briefs. The claimant and respondent shall each submit
initial briefs to the panel outlining the issues in dispute and the reasons for
their respective positions within thirty (30) calendar days of the notice of the
appointment of the umpire.

(b) Hearing procedures. The arbitrators shall decide all substantive and
procedural issues by a majority of votes. As soon as possible, the arbitrators
will establish arbitration procedures as warranted by the facts and issues of
the particular case. Except as provided specifically in this Article, the
arbitrators shall have the power to determine all procedural rules of the
arbitration, including, but not limited to inspection of documents, examination
of witnesses, and any other matter related to the conduct of the arbitration.
Each party may examine the witnesses who testify at the arbitration hearing.
Each party may compel

existing employees of the opposing party to attend a deposition or attend the
arbitration hearing. Each party shall have right to be represented by legal
counsel. The arbitrators shall not be obligated to follow judicial formalities
or the rules of evidence. To the extent permitted by law, the panel and the
umpire shall have the authority to issue subpoenas (including subpoenas to third
party witnesses) and other orders to enforce their decisions. Ex parte
communications with party-appointed arbitrators shall be permitted until the
arbitration hearing commences.

(c) Confidentiality. The arbitrators shall recognize the
attorney/client privilege and neither a party nor an arbitrator may disclose the
existence, content, or result of any arbitration hereunder, except to the extent
such disclosure may be required for review and enforcement by a court of
competent jurisdiction, independent accounting audit, to support reinsurance or
retrocessional recoveries, or is otherwise agreed to by the parties. Any third
party receiving confidential information must agree to maintain confidentiality
before disclosure will be permitted.

(d) Location of hearing. The location of all proceedings shall be at
the headquarters of the American Counsel of Life Insurers, unless the parties
agree otherwise.

Section 9.06 Arbitration Award.

(a) Interim relief. The panel may issue orders for interim relief
upon showing of good cause, including pre-award security.

(b) Time of decision. Absent good cause for an extension as
determined by the panel, the panel shall render the award within thirty (30)
calendar days after the date of the closing of the hearing, or if an arbitration
hearing has been waived or otherwise dispensed with, within thirty (30) calendar
days after the date that the panel received all materials submitted by the
parties for disposition.

(c) Remedies. The panel is authorized to award any remedy or
sanctions allowed by Applicable Law, including, but not limited to monetary
damages, equitable relief, pre or post award interest, costs of arbitration,
attorneys fees, and other final or interim relief. Arbitrators shall not be
empowered to award punitive, treble, exemplary or consequential damages in
excess of compensatory damages in a claim by one party to this Agreement against
the other party, and each party irrevocably waives any damages in excess of
compensatory damages; provided that such restriction and waiver shall not apply
with respect to a Loss sustained by either party in connection with a third
party claim.

(d) The decision. The decision of the arbitrators will be made by
majority rule, and shall be final and binding on both parties and shall be
accompanied by written findings of fact and conclusions of law. There shall be
no appeal from the decision, except that the parties retain all rights to
challenge under the Federal Arbitration Act. Either party to the arbitration may
petition any court having jurisdiction over the parties to reduce the decision
to judgment.

(e) Expenses. Except as otherwise provided in this Agreement or
unless the arbitrators decide otherwise, each party will bear the expense of its
own arbitration activities,

including its appointed arbitrator and any outside attorney and witness fees.
The parties will jointly and equally bear the expense of the third arbitrator
and other costs of the arbitration.

ARTICLE X
MISCELLANEOUS PROVISIONS

Section 10.01 Duty of Cooperation. Each party shall cooperate with
the other party hereto in all reasonable respects, including after the Closing
Date, in order to accomplish the objectives of this Agreement. TOLIC shall
provide to ALR reasonable access to the Books and Records to the extent required
by ALR in the administration of the Excluded Liabilities. In addition, TOLIC
agrees to cooperate and assist ALR in (i) the investigation, defense or
commencement of any litigation, arbitration, claim or similar proceeding related
to the Excluded Liabilities, and (ii) the handling and administration of any
Excluded Liabilities, to the extent reasonably requested by ALR, provided that
such assistance does not interfere in any material respect with TOLIC's regular
business operations and that ALR shall reimburse TOLIC for its internal and
external expenses with respect to providing such assistance, but excluding any
overhead allocation.

Section 10.02. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors, permitted assigns and legal representatives, whether by merger,
consolidation or otherwise. Except as otherwise contemplated by this Agreement,
this Agreement may not be assigned without the prior written consent of the
other party hereto. Any attempted or purported assignment of this Agreement not
in compliance with this Section 10.02 shall be invalid and void ab initio.

Section 10.03 Amendment. No amendment or modification of this
Agreement shall be of any force or effect unless in writing and signed by all
the parties hereto.

Section 10.04. Governing Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Iowa,
without regard to principles of conflicts of laws.

Section 10.05. Notices. Any and all notices or consents required or
permitted hereunder shall be in writing and shall be delivered or sent by
certified, registered or express mail, return receipt requested or by nationally
recognized express delivery service. Such notice shall be deemed to have been
duly given when so delivered or, if mailed, on the date shown on the receipt
therefor, to the party entitled to receive the same at the address set forth
below:

If to ALR:

Annuity & Life Reassurance , Ltd.
Cumberland Xxxxx
0 Xxxxxxxx Xxxxxx
Xxxxxxxx XX 00
Xxxxxxx
Xxxxxxxxx: Xxxx Xxxxx, CEO

If to TOLIC:

Transamerica Occidental Life Insurance Company
c/o Transamerica Reinsurance
000 X. Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxx, Senior Vice President & General
Counsel

Section 10.06. Broker Fees. Each party hereby represents and
warrants that it has not taken any action that would impose on any other party
hereto liability for payment of any broker, finder, or similar fee
in connection with the origin, negotiation, execution, or performance of this
Agreement.

Section 10.07. Counterparts. This Agreement may be executed in
separate counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

Section 10.08. Entire Agreement; Merger. This Agreement and the
Ancillary Agreements constitute the entire understanding of the parties
pertaining to the subject matter contained herein and therein and supersede all
prior oral and written agreements, representations, and understandings of the
parties.

Section 10.09. Exhibits and Schedules. All exhibits and schedules
are hereby incorporated by reference into this Agreement as if they were set
forth at length in the text of this Agreement.

Section 10.10. Headings. The captions and headings of the articles
and sections of this Agreement are included for purposes of convenient reference
only and shall not affect the construction or interpretation of this Agreement.

Section 10.11. Severability. If any part of this Agreement is
contrary to, prohibited by, or deemed invalid under Applicable Law or
regulations, that provision shall not apply and shall be omitted to the extent
so contrary, prohibited, or invalid; but the remainder of this Agreement shall
not be invalidated and shall be given full force and effect insofar as possible.

Section 10.12. No Third Party Beneficiaries. Nothing contained
herein, express or implied, is intended to confer any rights or remedies on any
persons other than the parties to this Agreement. In addition, except as
otherwise expressly provided for in this Agreement,

nothing in this Agreement is intended to relieve or discharge the obligation or
liability of any third party to any party to this Agreement.

Section 10.13. Publicity. No release or announcement concerning this
Agreement or the transactions contemplated hereby shall be made by ALR, TOLIC,
or their respective agents or ostensible agents without advance written approval
thereof by ALR and TOLIC, as the case may be, which approval shall not be
unreasonably delayed or withheld. All parties hereto shall cooperate with each
other in making any release or announcement.

Section 10.14. Offset. Either party may recover any balance due
under this Agreement against amounts owed thereto by the other party.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed the day and year first above written.

ANNUITY & LIFE

REASSURANCE, LTD.

By: /s/ Xxxx X. Xxxxx
------------------------------
Name: Xxxx X. Xxxxx

Title: Chief Executive Officer

TRANSAMERICA OCCIDENTAL

LIFE INSURANCE COMPANY

By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxx

Title: Senior Vice President

TRANSAMERICA OCCIDENTAL

LIFE INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxx
------------------------------
Name: Xxxxx X. Xxxx

Title: Senior Vice President

Document Metadata

Table of Contents

AND

Document Metadata