FACULTATIVE

REINSURANCE AGREEMENT

between

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

of Newark, Delaware

(hereinafter, "Cedent")

and

(hereinafter, "Reinsurer")

EFFECTIVE JUNE 1, 2001

[Specimen]

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

TABLE OF CONTENTS

ARTICLES PAGE
-------- ----

I Reinsurance Coverage 3
II Requirements for Facultative Reinsurance 3
III Liability 4
IV Types of Reinsurance 4
V Reinsurance Premiums 5
VI Reinsurance Accounting 5
VII Oversights 7
VIII Reductions, Terminations and Changes 7
IX Increase In Retention 8
X Reinstatement 9
XI Expenses 9
XII Claims 9
XIII Duration and Termination 11
XIV Premium Tax Reimbursement 12
XV DAC Tax Requirements 12
XVI Inspection Of Records 13
XVII Insolvency 13
XVIII Arbitration 14
XIX Parties To Agreement 15
XX Entire Agreement 15
XXI Choice of Law and Forum 15
XXII Compliance with Privacy Laws 16
XXIII Reinsurance Credit 16

SCHEDULES
---------
A Insured Risk
B Reinsurance Premium Rates
C Cedent's Retention Limits

EXHIBITS
--------
1 Impaired Risk Facultative Reinsurance Submission Form
2 DAC Tax Calculation
3 Reinsurance Questionnaire

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

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

ARTICLE I
REINSURANCE COVERAGE

1. Commencing on June 1, 2001, Cedent may submit individual life insurance
risks to Reinsurer on a facultative basis, subject to the provisions of this
Agreement. Only policies of the type shown on Schedule A are eligible for
facultative reinsurance under this Agreement.

2. In order to apply for facultative reinsurance hereunder, Cedent must submit
to Reinsurer: (i) a completed form in the format specified in Exhibit 1; and
(ii) complete copies of the original application, medical examiner's
reports, inspection reports, attending physicians' statements plus any other
papers or information that may have a bearing on the insurability of the
risk.

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

A. The date Reinsurer receives notice from Cedent that Cedent has
withdrawn Cedent's application for facultative reinsurance;

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

C. The date specified in Reinsurer's offer.

4. If an underwriting offer made by Reinsurer in accordance with Paragraph 3 is
accepted by Cedent in writing prior to the date the offer terminates, that
individual life insurance risk is reinsured under the terms of this
Agreement. (Cedent's policy(ies) reinsured pursuant to the terms of this
Article I hereinafter referred to as "Covered Policy(ies).")

5. Reinsurance coverage for Covered Policies reinsured under this Agreement
shall begin simultaneously with Cedent's liability once Reinsurer has
accepted the application for facultative reinsurance in writing and Cedent
has accepted Reinsurer's offer in accordance with Paragraph 4 above.

ARTICLE II
REQUIREMENTS FOR FACULTATIVE REINSURANCE

Cedent shall not cede, and Reinsurer shall not accept, any individual life
insurance for reinsurance under this Agreement unless the initial minimum amount
of life insurance on each policy is not less than the minimum issue amount as
shown on Schedule A.

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

ARTICLE III
LIABILITY

1. Reinsurer's liability for reinsurance on each Covered Policy will begin
simultaneously with Cedent's liability once Cedent has accepted
Reinsurer's underwriting offer in accordance with Article I.

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

3. The initial and subsequent Reinsurance Premiums (as defined herein) must
be received by Reinsurer on a timely basis as provided in Article VI for
Reinsurer to maintain Reinsurer's liability for each Covered Policy.

4. Reinsurer agrees to accept policies backdated to December 1, 2000 for
reinsurance coverage under this Agreement. However, it is agreed that
Reinsurer shall not be liable for any mortality risk on such policies
until June 1, 2001. Reinsurer shall not be liable for proceeds paid
under Cedent's conditional receipt or temporary insurance agreement,
where Cedent's liability for payment under the conditional receipt or
temporary insurance is established before Reinsurer has accepted the
application for facultative reinsurance in writing and Cedent has
accepted Reinsurer's offer.

5. For conversions and internal replacements issued as new policies,
Reinsurer's liability under the new policy will begin when liability
under the original policy terminates.

ARTICLE IV
TYPES OF REINSURANCE

1. Reinsurance under this Agreement shall be on a yearly renewable term
basis, based on the net amount at risk. The net amount at risk shall be
determined as follows:

A. If the Covered Policy is a level term policy or a reducing term
policy, the net amount at risk shall equal the face amount of
the Covered Policy.

B. For all other Covered Policies, the net amount at risk shall equal
the face amount of the Covered Policy less the total cash value of
the Covered Policy.

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

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

ARTICLE V
REINSURANCE PREMIUMS

1. The premium for each Covered Policy reinsured pursuant to this Agreement
will be (a) multiplied by (b) where: (a) equals the per thousand of net
amount at risk reinsurance premium rate calculated in accordance with
Schedule B; and (b) equals the number of thousands of net amount at risk
ceded to Reinsurer (hereinafter, the "Reinsurance Premium"). Any policy
conversions or renewals issued according to the terms of the Covered Policy
shall be considered a continuation of the original insurance for the purpose
of calculating future reinsurance premiums.

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

3. Reinsurer shall notify Cedent of its intention to change the reinsurance
premium rates by giving ninety (90) days written notice. Reinsurer and
Cedent will have this ninety (90) day period to negotiate a change in the
rates. Any rate change that is agreed to will take effect at the end of this
period. Should no agreement be reached by the end of this period, Cedent
shall have the right to terminate this Agreement and recapture all or part
of the reinsurance ceded under this Agreement by providing ninety (90) days
written notice of termination. During the ninety (90) day termination notice
period, premiums shall be calculated based on the current premium rate. With
respect to any notice given under this Paragraph, the day the notice is
deposited in the mail addressed to the home office or to an officer of the
party receiving such notice will be the first day of the ninety (90) day
period.

ARTICLE VI
REINSURANCE ACCOUNTING

1. PAYMENT OF REINSURANCE PREMIUMS

A. Cedent shall prepare and submit to Reinsurer, electronically or by
regular U.S. postal service, a monthly statement, which will provide
the pertinent policy premium details in a mutually agreed upon report
format, within thirty (30) days following the last day of the same
calendar month. The net monthly premiums due will be (i) the balance
of Reinsurance Premiums due on Covered Policies that were in force at
the end of the immediately preceding calendar month and had a policy
anniversary during the immediately preceding calendar month, plus
(ii) Reinsurance Premiums due on new business reinsured during the
current month, minus (iii) the refunds of Reinsurance Premiums due
Cedent in the event of death, lapses

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

and changes, plus or minus (iv) any adjustment to the Reinsurance
Premiums due to a misstatement of age or sex, without interest.

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

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

2. TERMINATION BECAUSE OF NON-PAYMENT OF PREMIUMS

A. In the event that Reinsurance Premiums for any Covered Policy become
delinquent, Reinsurer shall have the right to terminate reinsurance
for that Covered Policy by giving Cedent thirty (30) days' prior
written notice.

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

3. REINSTATEMENT OF A DELINQUENT STATEMENT

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

4. CURRENCY

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

5. OFFSET

Any debts or credits incurred on and after the effective date of this
Agreement in favor of or against either Cedent or Reinsurer with respect
to this Agreement are deemed mutual debts or credits, as the case may
be, and shall be set off, and only the balance shall be allowed or paid.

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

6. BALANCES IN DEFAULT

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

ARTICLE VII
OVERSIGHTS

Inadvertent delays, errors or omissions made in connection with this Agreement
or any transaction hereunder shall not relieve either party from any liability
which would have attached had such delay, error or omission not occurred,
provided always that such error or omission is rectified as soon as possible
after discovery, and provided that the party making such error or omission or
responsible for such delay shall be responsible for any additional liability
which attaches as a result.

ARTICLE VIII
REDUCTIONS, TERMINATIONS AND CHANGES

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

2. If the insurance reinsured under this Agreement increases and

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

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

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

4. If any portion of the total insurance retained by Cedent on an
individual life reinsured hereunder reduces or terminates, any
reinsurance under this Agreement based on the same life will also be
reduced or terminated. Cedent will reduce Cedent's reinsurance by
applying the retention limits which were in effect at the time the
Covered Policy was issued. Cedent will not be required to retain an
amount in excess of Cedent's regular retention limit for the age,
mortality rating and risk classification at the time of issue for any
Covered Policy on which reinsurance is being reduced.

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

Cedent must first reduce the reinsurance of the insurance which has the
same mortality rating as the terminated insurance. If further reduction
is required, the reinsurance to be terminated or reduced will be
determined by chronological order in which the reinsurance was first
reinsured.

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

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

7. If Cedent wishes to reduce the mortality rating on an individual life,
this reduction will be subject to Article I of this Agreement.

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

ARTICLE IX
INCREASE IN RETENTION

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

2. Cedent will have the option to recapture all or any part of the
reinsurance under this Agreement when Cedent's Retention Limits
increase.

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

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

3. If Cedent exercises this option to recapture, then

A. Cedent must reduce the reinsurance on each individual life on
which Cedent retained its Facultative Retained Percentage that
was in effect on this treaty at the time of the increase in
Retention Limit.

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

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

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

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

B. The number of years stated in Schedule A, beginning with the
policy date of the first policy to be reinsured hereunder.

ARTICLE X
REINSTATEMENT

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

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

2. Cedent seeks additional underwriting information, or

3. Cedent reinsures 100% of the policy.

If the above conditions are not present, Cedent may automatically reinstate a
policy that was originally ceded to Reinsurer under this Agreement.

ARTICLE XI
EXPENSES

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

ARTICLE XII
CLAIMS

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

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

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

4. If a claim is made under a Covered Policy reinsured under this
Agreement, Reinsurer will abide by the issue as it is settled by Cedent.
The maximum benefit

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

payable to Cedent under each Covered Policy is the amount specifically
reinsured with Reinsurer. When Cedent requests payment of the
reinsurance proceeds, Cedent must deliver a copy of the proof of death,
proof of payment and the claimant's statement to Reinsurer.

5. A. Cedent must promptly notify Reinsurer of Cedent's intent to contest
insurance reinsured under this Agreement or to assert defenses to a
claim for such insurance. Reinsurer shall participate in the contest
or assertion of defenses unless Reinsurer notifies Cedent promptly
that Reinsurer declines to participate. If Cedent's contest of such
insurance results in the reduction of Cedent's liability, Reinsurer
will share in this reduction. Reinsurer's percentage of the
reduction will be Reinsurer's net amount of risk on the individual
life as it relates to Cedent's total net amount at risk on the date
of the death of the insured.

B. If Reinsurer should decline to participate in the contest or
assertion of defenses, Reinsurer will then release all of Reinsurer's
liability by (i) paying Cedent the full amount of reinsurance as if
there had been no contest, compromise or litigation of a claim, and
Reinsurer's proportionate share of covered expenses incurred to the
date, from the date Reinsurer notifies Cedent that Reinsurer declined
to be a party and (ii) by not sharing in any subsequent reduction in
liability.

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

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

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

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

Reinsurer's liability for extra-contractual damages shall be limited to
such extra-

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

contractual damages that are assessed solely as a result of a decision
to deny or contest the claim. Reinsurer shall not be liable for such
extra-contractual damages that arise solely from fraudulent or criminal
conduct of an employee of the Cedent, as determined by the appropriate
tribunal or authority, in connection with the investigation, processing
and settlement of claims under the covered policy.

The extent of such sharing between Cedent and Reinsurer is dependent
upon the good faith assessment of culpability in each case, but all
factors being equal, the parties will share in such extra-contractual
damages in the same proportion as the quota share accepted by each party
under the Agreement.

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

ARTICLE XIII
DURATION AND TERMINATION

1. This Agreement shall be unlimited as to its duration unless terminated
pursuant to the provisions of this Article, Article V.3 or Article VI.2.

2. This Agreement may be terminated as to new business at any time by either
party giving ninety (90) days' prior written notice of termination. The day
the notice is deposited in the mail addressed to the home office or to an
officer of either party will be the first day of the ninety (90) day period.
During the ninety (90) day period, new Covered Policies shall be reinsured
under this Agreement pursuant to Articles I. Reinsurer's acceptance of new
facultative reinsurance under this Agreement during the ninety (90) day
period will be subject to the terms of this Agreement and Cedent's payment
of Reinsurance Premiums.

3. This Agreement may be terminated immediately as to new business by either
party if the other party materially breaches this Agreement or becomes
insolvent or financially impaired.

4. Terminations as to new reinsurance pursuant to this Article shall not affect
existing reinsurance, which shall remain in force as long as Covered
Policies remain in force and reinsurance premiums are paid when due.

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

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

ARTICLE XIV
PREMIUM TAX REIMBURSEMENT

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

ARTICLE XV
DAC TAX REQUIREMENTS

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

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

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

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

5. Cedent shall submit a schedule in the format specified in Exhibit 2 to
Reinsurer by March 1 of each year of Cedent's calculations of the net
consideration under this Agreement for the preceding calendar year. This
schedule of calculations shall be accompanied by a statement signed by
an officer of Cedent stating that Cedent will report such net
consideration in its Federal income tax return for the preceding
calendar year.

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

7. If Reinsurer contests Cedent's calculation of the net consideration, the
parties will act in good faith to reach an agreement as to the correct
amount within thirty (30) days of the date Reinsurer submits its
alternative calculation. If the parties reach an agreement on an amount
of net consideration, each party will report the agreed upon amount in
its Federal income tax return for the previous calendar year. If during
such period, Cedent and Reinsurer are unable to reach agreement, they
shall promptly thereafter cause independent accountants of nationally
recognized standing, satisfactory to Cedent and Reinsurer (who shall not
have any material relationship with Cedent or Reinsurer), promptly to
review

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

(which review shall commence no later than five (5) days after the
selection of such independent accountants) this Agreement and the
calculations of Cedent and Reinsurer for the purpose of calculating the
net consideration under this Agreement. In making such calculation, such
independent accountants shall consider only those items or amounts in
Cedent's calculation as to which Reinsurer has disagreed.

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

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

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

10. Reinsurer shall complete a Reinsurance Questionnaire in the format
specified in Exhibit 3 and submit it to Cedent by May 1st of each
calendar year.

ARTICLE XVI
INSPECTION OF RECORDS

Reinsurer shall have the right, at any reasonable time, to inspect Cedent's
books and documents which relate to Cedent's reinsurance under this Agreement.

ARTICLE XVII
INSOLVENCY

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

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

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

3. The expenses incurred by Reinsurer will be chargeable, subject to court
approval, against Cedent as part of the expense of liquidation, to the
extent of the proportionate share of the benefit which may accrue to
Cedent solely as a result of the defense undertaken by Reinsurer. Where
two or more reinsurers are involved in the same claim and a majority in
interest elects to interpose a defense or defenses to this claim, the
expense will be apportioned in accordance with the terms of this
Agreement as though such expense had been incurred by Cedent.

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

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

ARTICLE XVIII
ARBITRATION

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

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

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

select the third arbitrator within thirty (30) business days after the
date of appointment of the second arbitrator to be appointed.

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

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

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

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

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

ARTICLE XIX
PARTIES TO AGREEMENT

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

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

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

ARTICLE XXI
CHOICE OF LAW AND FORUM

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

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

ARTICLE XXII
COMPLIANCE WITH PRIVACY LAWS

When Reinsurer receives information from Cedent which is subject to any state or
Federal privacy laws or regulations, or similar laws or regulations, Reinsurer
will keep such information confidential to the extent required by such state or
Federal law or regulation and otherwise comply with such state or Federal law or
regulation.

ARTICLE XXIII
REINSURANCE CREDIT

It is the intention of Reinsurer and Cedent that Cedent qualify for reinsurance
credit for reinsurance ceded under this Agreement. Reinsurer, at its sole cost
and expense, shall do all that is necessary to comply with all applicable
insurance laws and regulations to enable Cedent to take credit for the
reinsurance ceded under this Agreement.

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

IN WITNESS WHEREOF the said
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
and

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

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

Signed at________________________ Signed at________________________

By _______________________________ By_______________________________
Its authorized representative Its authorized representative

Title_____________________________ Title___________________________
Date______________________________ Date____________________________

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

By _______________________________ By_______________________________
Its authorized representative Its authorized representative

Title Title
----------------------------- ---------------------------------

Date_______________________________ Date___________________________________

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

SCHEDULE A
INSURED RISK

1. Plans of Insurance Any joint or single life insurance policy or
rider issued by Cedent and classified as
substandard in accordance with Cedent's
underwriting practices and guidelines.

2. Minimum Issue Amount $

3. Years to Recapture

4. Cedent's Facultative
Retained Percentage
of Each Risk: %

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

SCHEDULE B
REINSURANCE PREMIUM RATES

1a. REINSURANCE PREMIUMS FOR SINGLE LIFE CASES

The reinsurance premium rate per $1,000 of face amount ceded shall be
found in the tables attached hereto. Reinsurance premiums shall be
calculated using the following methodology. First, mortality rates
for each insured shall be retrieved from the and
mortality tables based on each insured's age, sex and
duration. Next, the appropriate multiplicative risk class factor from
the following table will be applied to this rate.

Standard Non-Smoker %
Standard Smoker %

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

Substandard multiples and flat extra premiums will be applied to this
reinsurance premium as shown below in section 3a.

Term conversion policies will use point-in-scale rates with no first
year allowance.

1b. REINSURANCE PREMIUMS FOR JOINT LIFE CASES

Reinsurance premiums will be calculated using the following
methodology.

Select Preferred (Non-Smoker)
Preferred (Non-Smoker), face amount < $ %
Preferred (Non-Smoker), face amount >= $ %
Standard Non-Smoker %
Select Standard (Smoker) %
Standard Smoker %

(Slightly substandard insureds will be considered Standard as noted
in section 2 below. More seriously substandard insureds, and
non-qualifying Table 2, 3 and 4 insureds, will use standard rates
adjusted as noted in section 3b below.) These individual rates will
then be Frasierized to come up with a single mortality rate for the
policy. This rate shall be the charge per $1,000 of face amount
ceded. Total reinsurance premiums shall be calculated as follows:

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

Term conversion policies will use % of new issue rates with no
first year allowance.

The net rates in all years will be a minimum of $ /$1,000.
Flat extra premiums will be applied to this reinsurance premium as
shown in section 3b below.

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

2. JOINT LIFE SHAVING PROGRAM ADJUSTMENT

Cedent will submit cases where at least one life is table 5 or
worse. If the other life is table 2-4 (or is standard w/ appropriate
flat extras), it is shaved as follows:

To Standard Non-smoker:
Table 2, 3 and 4 Non-smokers
Standard Non-smokers with a medical flat extra up to $ Standard
Non-smokers with a non-medical flat extra up to $

To Standard Smoker:
Table 2, 3 and 4 Smokers
Standard Smokers with a medical flat extra up to $ Standard
Smokers with a non-medical flat extra up to $

The binding and jumbo limits are as follows:

Issue Ages Limit
---------- -----

Binding Limit $ Million
-------------
$ Million
$ Million

Jumbo Limit $ Million
-----------

ADDITIONAL LIMITATIONS FOR INCLUSION IN SHAVING POOL ARRANGEMENT
Maximum issue age is .
No cases that present an alcohol, drug or criminal risk.

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

3a. SUBSTANDARD MULTIPLES AND FLAT EXTRAS FOR SINGLE LIFE CASES

UNDERWRITING CLASS SINGLE LIFE FACTOR
------------------ ------------------

Standard

Overall Limitation: All individual mortality rates shall be limited to
.

The total premium remitted to the reinsurer will include the flat extra
premium minus a % allowance on single life cases.

3b. SUBSTANDARD MULTIPLES AND FLAT EXTRAS FOR JOINT LIFE CASES.

JOINT LIFE NON JOINT LIFE SMOKER
-------------- -----------------
UNDERWRITING CLASS SMOKER FACTOR FACTOR
------------------ ------------- ------

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

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

Constant Extra Deaths Limitation: At the later of attained age or
duration , but not to exceed attained age , take a difference
between standard and substandard rates and apply it as an additive
factor for all the later durations (i.e. constant extra deaths at
this point.)

Overall Limitation: All individual mortality rates shall be limited
to .

The total premium remitted to the reinsurer will include the flat
extra premium minus the allowances shown in the table below:

Term of flat extra Year 1 Years 2+
------------------ ------ --------
years % %
years % %

4. RENEWAL OF INSURANCE

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

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

SCHEDULE C
CEDENT'S RETENTION LIMITS

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

Single Life $
$ $
$ $
=================================================================================================

Joint Life $
$ $
$ $
=================================================================================================

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

EXHIBIT 1
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION PAGE 1 OF
IMPAIRED RISK FACULTATIVE REINSURANCE SUBMISSION FORM

POLICY #'S: __________________________ G.O. CODE _______ S.C./H.O. UND. ________

PROPOSED INSURED:_______________________________________________________________
LAST FIRST M.I.

BIRTH DATE:______ AGE/SEX:_________ STATE OF BIRTH:______ STATE OF RES: ______
TOTAL RISK AMT: $ _________ BASIC PLAN: ______ SMOKER: YES [ ] NO [ ]

RATING REASONS:_______________________________ MIB CODES: _________________
(Code also UAS)
REQUIREMENTS RELEASED (Circle applicable): HOR OFL DPS MVR
--------------------- ----------------- ---------------------

NYL CLASS/FLAT EXTRA: ________________________ TOTAL RATING: ____________
COMMENTS: MD REVIEW:
--------------------------------------------------------------------------------
(Home Office Use Only) COMPANY BASIS CESSION NUMBER
--------------------------------------------------------------------------------
FINAL
APPROVAL
SECTION 3
--------------------------------------------------------------------------------
UNDERWRITER: _______ SUBMITTED: _________ DATE COMP'D: _________________
COMPANY OFFER DATE OFFER REC
------- ----- --------------

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TELEPHONES: (▇▇▇) ▇▇▇-▇▇▇▇ ( ) - 5118 ( ) - 4539 ( ) FAX: (▇▇▇- ▇▇▇-▇▇▇▇

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

EXHIBIT 2
DAC TAX CALCULATION

CEDING COMPANY: NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

ASSUMING COMPANY: ___________________________

DATE: _______________

DAC TAX - DEDUCTIONS FROM GROSS PREMIUM

DAC TAX CALCULATION AMOUNT

GROSS PREMIUM

LESS:

DEDUCTIONS FROM GROSS PREMIUMS

Commissions
Death Claims
Claim Interest
Premium Taxes
Claim Investigation Expense
Claim Legal Expense
Waiver Claims
Surrenders
Experience Refunds
Admin Fee
Fee Income
Miscellaneous Interest
Dividends
Termination Dividends
Productions Bonus
Reserve Adjustments
Other (specify)

TOTAL DEDUCTIONS

NET CONSIDERATIONS

Please sign below confirming agreement with net considerations or provide an
alternate calculation within 30 days

-------------------------------------
Signature

-------------------------------------
Type or Print Name

-------------------------------------
Title

-------------------------------------
Date

NYLIAC IMPAIRED RISK FACULTATIVE REINSURANCE AGREEMENT

EXHIBIT 3
REINSURANCE QUESTIONAIRE
FOR FEDERAL INCOME TAX DETERMINATION

The purpose of this questionnaire is to secure sufficient information to allow
New York Life Insurance and Annuity Corporation ("New York Life") to account
properly under the federal income tax rules for the reinsurance transactions you
have with New York Life. Please provide New York Life with the following
information:

1. Are you either

(a) a company that is subject to U.S. taxation directly under the
provisions of subchapter L of chapter 1 of the Internal Revenue Code
(i.e., an insurance company liable for filing Form 1120L or Form
1120-PC), or

(b) a company that is subject indirectly to U.S. taxation under the
provisions of subpart F of subchapter N of chapter 1 of the Internal
Revenue Code (i.e., a "controlled foreign corporation" with the
meaning of Internal Revenue Code Section 957)?

Answer: _____ Yes _______ No

2. If your answer to 1. is no, have you entered into a closing agreement
with the Internal Revenue Service to be subject to U.S. taxation with
respect to reinsurance income pursuant to Treasury Regulation Section
1.848-2(h)(2)(ii)(B)?

Answer: _____ Yes _______ No

(If your answer is yes, please provide a copy of the closing agreement.)

Company Name:

Signed by:

Title:

Date:

FACULTATIVE

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