General & Cologne Life Re Automatic Yearly Renewable Term Reinsurance Agreement

General & Cologne Life Re
Automatic Yearly Renewable Term
Reinsurance Agreement

Treaty #L011-005

between

Liberty Life Assurance Company of Boston
Boston, Massachusetts

and

General & Cologne Life Re of America
Stamford, Connecticut

REINSURANCE AGREEMENT
Summary

COMPANY: LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
Boston, Massachusetts
TREATY NUMBER: LO l 1-005
ACCOUNT NUMBER: [REDACTED]
REINSURER: GENERAL & COLOGNE LIFE RE OF AMERICA
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

EFFECTIVE DATE: October 1, 1999

PLANS COVERED: See Exhibit A

TYPE OF TREATY: Automatic YRT

RETENTION: See Exhibit A.

BINDING LIMIT: See Exhibit A.

PREMIUMS: The premium rates are shown in Exhibit B.

ADMINISTRATIVE Premiums reported on a Self-Administered basis and paid
monthly in
BASIS advance or arrears. See Exhibit C.

POLICY FEE: No policy fee.

PREMIUM TAX: Not reimbursed.

MINIMUM CESSION: None

MINIMUM FACULTATIVE
SUBMISSION: [REDACTED]

JUMBO LIMIT: See Exhibit A.

RECAPTURE: [REDACTED]

In the event of any conflict between this Summary Page and the terms and
conditions of the Reinsurance Agreement, the terms and conditions of the
Agreement shall govern.

TABLE OF CONTENTS

PAGE

ARTICLE I. PARTIES TO THE AGREEMENT 1
ARTICLE II. AUTOMATIC REINSURANCE 2
A. General Conditions
B. Coverages
C. Ceding upon Maximum Retention
D. Ceding upon Less than Maximum Retention

ARTICLE III. FACULTATIVE REINSURANCE 3
A. Procedure
B. Continuing Notice Obligation
C. Minimum Facultative Submission

ARTICLE IV. LIABILITY 4
A. Automatic Reinsurance
B. Facultative Reinsurance
C. Conditional Receipt

ARTICLE V. REINSURANCE BENEFIT AMOUNTS 5
A. Life
B. Waiver of Premium
C. Accidental Death Benefit

ARTICLE VI. REDUCTIONS, TERMINATIONS AND CHANGES 7
A. Reductions and Terminations
B. Increases
C. Policy Provision Increases
D. Nonforfeiture Benefits
E. Reinstatements

ARTICLE VII. CONVERSIONS, EXCHANGES AND REPLACEMENTS 8
A. Conversions
B. Exchanges and Replacements

ARTICLE VIII. PREMIUMS 9
A. Premium Payment
B. Delayed Payment
C. Failure to Pay Premium
D. Premium Rate Guarantee

ARTICLE IX. CLAIMS 10
A. Liability
B. Proof of Loss
C. Settlement
D. Contested Claims
E. Extra-Contractual Damages
F. Misstatement

TABLE OF CONTENTS

PAGE

ARTICLE X. RECAPTURE 12

ARTICLE XI. GENERAL PROVISIONS 13
A. Premium Tax
B. Offset
C. Currency
D. Company Data
E. Errors and Omissions
F. Inspection of Records

ARTICLE XII. DAC TAX 14

ARTICLE XIII. INSOLVENCY 15

ARTICLE XIV. ARBITRATION 16

ARTICLE XV. DURATION OF AGREEMENT 17

ARTICLE XVI. EXECUTION 18

EXHIBIT A - PLANS, RETENTION AND BINDING LIMITS

EXHIBIT B - REINSURANCE PREMIUMS

EXHIBIT C - REPORTING METHOD

EXHIBIT D - APPLICATION FORM

ARTICLE I

PARTIES TO THE AGREEMENT

This is an agreement for indemnity reinsurance (the "Agreement") solely between
Liberty Life Assurance Company of Boston (the "Company") and General & Cologne
Life Re of America, a Connecticut Corporation (the "Reinsures"). This Agreement
shall be construed in accordance with the laws of the State of Connecticut.

This Agreement shall constitute the entire agreement between the parties with
respect to the business reinsured hereunder. There shall be no understanding
between the parties other than that expressed in this Agreement. Any change or
modification to this Agreement shall be null and void unless made by amendment
to this Agreement and signed by both parties.

The acceptance of risks under this Agreement shall create no right or legal
relation whatsoever between the Reinsurer and the insured, owner, or beneficiary
of any insurance policy or other contract of the Company.

GENERAL & COLOGNE LIFE RE OF AMERICA

ARTICLE II

AUTOMATIC REINSURANCE

A. GENERAL CONDITIONS. On or after 12:01 A.M. Eastern Standard Time on the
effective date of this Agreement, reinsurance under this Agreement shall be
in force and binding on the Reinsurer provided that the issuance of such
insurance by the Company constitutes the transaction of business in a
jurisdiction in which the Company is properly licensed, the insurance is
issued on the lives of residents of the United States or Canada, and the
reinsurance premiums continue to be paid in accordance with this Agreement.

B. COVERAGES. Life insurance, Waiver of Premium Disability benefits for an
amount not greater than the corresponding life insurance, Accidental Death
Benefits and benefits under associated riders are the coverages reinsured
automatically under this Agreement, up to the limits shown in Exhibit A.

C. CEDING UPON MAXIMUM RETENTION. When the Company retains its maximum limit
of retention with respect to a life, as shown in Exhibit A, the Company
shall cede and the Reinsurer shall automatically accept as reinsurance
under the terms and conditions of this Agreement, liability on individual
life insurance on such life, together with all reinsured supplemental
coverages, provided that the policies are issued directly by the Company on
those plans of insurance shown in Exhibit A and fully underwritten by the
Company at its home office or any regional home office in accordance with
its usual underwriting standards and requirements which the Reinsurer has
acknowledged in writing.

Reinsurance shall not be ceded automatically to the Reinsurer on any risk
if:

1. the amount of reinsurance causes the Binding Limit, shown in Exhibit
A, to be exceeded, or
2. the amount of insurance causes the Jumbo Limit, as shown in Exhibit A,
to be exceeded,or
3. the Company has submitted the risk for facultative underwriting
consideration to any reinsurer, including the Reinsurer, within five
years, or
4. the substandard mortality rating assessed to the risk exceeds
[REDACTED], or
5. the risk at the time of issue exceeds the maximum issue age shown in
Exhibit A.

D. CEDING WHILE RETAINING LESS THAN FULL RETENTION. When the Company retains
or has retained less than its maximum limit of retention on a life and all
other conditions in Section C above are satisfied, the Company may cede
automatically only an amount equal to or less than the amount retained.

ARTICLE III

FACULTATIVE COVERAGE

A. PROCEDURE. When a risk does not qualify for automatic reinsurance or if the
Company so desires, the Company may request facultative consideration of
any risk on those plans of insurance shown in Exhibit A by sending the
Reinsurer a reinsurance application form, in substantially the form as set
forth in Exhibit D, showing details of the risk together with copies of the
original application and all information known to the Company pertaining to
the insurability of the risk. The Reinsurer shall give the reinsurance
application prompt consideration and shall notify the Company of its
decision and risk classification.

After the first premium has been received by the Company on a policy that
has been submitted to and accepted by the Reinsurer on a facultative basis,
the Company shall promptly report placement of the policy to the Reinsurer
in the agreed upon format.

Unless specifically agreed to the contrary, the Reinsurer shall hold its
offer on a pending case open for ninety (90) days, at the end of which time
the Reinsurer shall, in the absence of notification of case status,
routinely close its file and consider the offer to reinsure as formally
withdrawn.

B. CONTINUING NOTICE OBLIGATION. Both prior to and subsequent to the
Reinsurer's acceptance of a risk, the Company shall send to the Reinsurer
all information that is related to the insurability of such risk.

C. MINIMUM FACULTATIVE SUBMISSION. The minimum facultative submission under
this Agreement shall be as shown in the Summary Page.

ARTICLE IV

LIABILITY

A. AUTOMATIC REINSURANCE. The liability of the Reinsurer on any automatic
reinsurance covered under this Agreement shall begin and end simultaneously
with that of the Company, subject to the conditions of Article II.

B. FACULTATIVE REINSURANCE. The liability of the Reinsurer on any facultative
reinsurance covered under this Agreement shall begin and end simultaneously
with that of the Company provided that the Reinsurer has given the Company
an offer to reinsure the risk, and the Company has indicated acceptance and
acts in accordance with the Reinsurer's offer. The Reinsurer shall become
liable for its share of the risk, provided that the policy has been
delivered according to the usual procedures of the Company and that the
Company has followed its facultative coverage rules for reinsurance
placement.

C. CONDITIONAL RECEIAT. The Reinsurer will accept liability on the Company's
Conditional Receipt or Pre-paid business up to the amount shown in Exhibit
A, provided that all procedures, terms and conditions of the Company's
Conditional Receipt are followed. All Conditional Receipt forms in use by
the Company, as well as any subsequent changes or modifications must be
approved in writing by the Reinsurer.

1. COVERAGE FOR AUTOMATIC REINSURANCE. The Reinsurer's liability on
automatic reinsurance shall begin and end with the Company's
conditional receipt liability.

2. COVERAGE FOR FACULTATIVE REINSURANCE. For those risks submitted
facultatively, conditional receipt liability shall not commence until
the Reinsurer has made an explicit acceptance of the risk.

3. DISCREPANCY WITH CONDITIONAL RECENT. In the case where the conditional
receipt is given for an amount less than the policy application, the
Reinsurer shall not be liable for more than its proportionate share of
the maximum limit as shown in the Company's conditional receipt.

ARTICLE V

REINSURANCE BENEFIT AMOUNTS

A. Life. Reinsurance under this Agreement for Life Insurance is on a Yearly
Renewable Term Reinsurance basis. The reinsurance benefit shall be
determined in the manner described below, unless otherwise mutually agreed.

1. CASH VALUE PLANS. The net amount at risk of the policy is defined to
be the death benefit minus the terminal reserve. The amount of
reinsurance benefit at each policy duration is the death benefit of
the policy minus the initial amount retained minus the terminal
reserve on the policy. The Company shall notify the Reinsurer of the
Reserve Calculation Method being used. The Reinsurer may interpolate
or use reasonable approximations.

2. UNIVERSAL LIFE. The net amount at risk is defined to be the death
benefit minus the account value. The amount of reinsurance benefit at
each policy duration is "a" times "b", where "a" is the net amount at
risk at each duration minus the percentage retained by the Company at
initial cession, and "b" is the Reinsurer's share of the Reinsurance
Pool.

The ultimate reinsured net amount at risk shall be limited to three
times the initial Reinsured net amount at risk.

3. LEVEL TERM PLANS. For level term plans having no cash value and those
with a duration of 20 years or less, the reinsurance benefit is the
initial face amount reinsured without regard to terminal reserves.

4. DECREASING TERM PLANS. The amount of reinsurance benefit at each
policy duration is the death benefit at each policy duration is "a"
times "b", where "a" is the death benefit at each duration minus the
percentage retained by the Company at initial cession, and "b" is the
Reinsurer's share of the Reinsurance Pool.

For reinsurance of plans with fluctuating net amounts at risk or with
increasing or decreasing death benefits, the reinsurance benefit for the entire
policy year shall be the reinsurance benefit calculated by the Company at the
beginning of each policy year, in accordance with the methods outlined above.
The Reinsurer's liability shall be the amount calculated at the beginning of
each policy year. If there is a change in the policy, the Company shall send
amended reinsurance benefit amounts to the Reinsurer.

ARTICLE V

REINSURANCE BENEFIT AMOUNTS
(continued)

B. DISABILITY WAIVER OF PREMIUM. The Disability Waiver of Premium benefit
amount reinsured shall not be greater than the amount of the corresponding
Life Insurance benefit reinsured. The Disability Waiver benefit amount
shall, at the Company's option, be supplied to the Reinsurer for at least
ten (10) policy years at a time, or else determined by the Reinsurer from
the Company rate materials in its possession, using any reasonable
approximations that may be necessary. For Universal Life products the
benefit amount shall be the cost of insurance premium waived by the
Company.

C. ACCIDENTAL DEATH BENEFIT. The Accidental Death Benefit amount reinsured
shall not be greater than the amount of the corresponding Life Insurance
benefit reinsured.

ARTICLE VI

REDUCTIONS, TERMINATIONS AND CHANGES

Whenever a change is made in the status, plan, amount or other material feature
of a policy reinsured under this Agreement, the Reinsurer shall, upon receipt
of notification of the change, provide appropriately adjusted reinsurance
coverage. The Company shall notify the Reinsurer of any such change, not more
than sixty (60) days after its effective date.

A. REDUCTIONS AND TERMINATIONS. In the event of the reduction, lapse or
termination of insurance with the Company on a life, the Company shall
reduce reinsurance proportionately. In the event that there is more than
one reinsurer on the policy being reduced, the reduction in reinsurance
shall be proportionate among the reinsurers.
The Reinsurer shall refund any unearned premiums. However, policy fees, if
any, shall be deemed earned for a policy year if during any portion of such
policy year, ceded insurance is exposed to risk.

B. INCREASES. If a change results in the amount of insurance being increased,
the increase will be considered new reinsurance under this Agreement and
shall be underwritten by the Company in accordance with its customary
standards and procedures. If the policy were submitted to the Reinsurer
facultatively, increases must be approved by the Reinsurer.

C. POLICY PROVISION INCREASES. Reinsurance on net amount at risk increases
resulting from policy provisions will be limited to three times the initial
reinsured NAR.

D. NONFORFEITURE BENEFITS. If the original policy lapses and extended term
insurance or reduced paid-up insurance is granted under the terms of the
policy, the Reinsurer, upon notification of such change, will
proportionately adjust the amount of reinsurance and accept appropriately
adjusted reinsurance premiums calculated in the same manner as reinsurance
premiums were calculated on the original policy. However, the Reinsurer
shall not provide coverage for extended term insurance on policies
originally issued at substandard ratings greater than 150% of standard or
the equivalent in flat extra premium unless the Reinsurer specifically
agrees in advance to do so.

E. REINSTATEMENT. If a policy that has lapsed or surrendered is reinstated in
accordance with its terms and in accordance with Company rules and
procedures, the Reinsurer shall, upon notification of reinstatement,
reinstate the pre-existing reinsurance coverage. However, if the policy
were facultatively reinsured with the Reinsurer, approval by the Reinsurer
shall be required prior to the reinstatement of the reinsurance if the
Company retained less than fifty (50) percent of the risk and the policy
has been lapsed for more than 90 days. Upon reinstatement of the
reinsurance coverage, the Company shall pay the reinsurance premiums which
would have accrued had the policy not lapsed, together with interest at the
same rate as the Company receives under its policy.

ARTICLE VII

CONVERSIONS, EXCHANGES AND REPLACEMENTS

A. CONVERSIONS. The Reinsurer shall continue to accept reinsurance resulting
from the contractual conversion of any policy reinsured under this
Agreement, in an amount not to exceed the original amount reinsured
hereunder. Reinsurance premiums for such conversions shall be on an
attained age and duration basis at the agreed upon conversion premium
rates.

If the conversion results in an increase in risk, the increase shall
require evidence of insurability. Reinsurance premiums for increases shall
be first-year premiums at the agreed upon premium rate.

B. EXCHANGES AND REPLACEMENTS. The Reinsurer will consider exchanges and
replacements to the plans reinsured under this agreement. First-year
premium calculations will apply to any policy on which:

1. The Company has obtained complete and current underwriting evidence on
the full amount; and
2. the full normal commissions are paid for the new plan; and
3. the Suicide and Contestable provisions apply as if the policy were
newly issued.

Reinsurance premiums shall be the agreed upon exchange premiums.

ARTICLE VIII

PREMIUMS

A. PAYMENT OF PREMIUMS. Reinsurance premiums for life insurance, waiver of
premium disability benefits and accidental death benefits shall be the
premiums shown in Exhibit B. Reinsurance premiums are payable in accordance
with the method outlined in Exhibit C.

B. DELAYED PAYMENT

[REDACTED]

C. FAILURE TO PAY PREMIUMS. The payment of reinsurance premiums shall be a
condition precedent to the liability of the Reinsurer for reinsurance
covered by this Agreement. In the event that reinsurance premiums are not
paid when due, the Reinsurer shall have the right to terminate the
reinsurance under all policies having reinsurance premiums in arrears. If
the Reinsurer elects to exercise its right of termination, it shall give
the Company thirty (30) days written notice of its intention to terminate
said reinsurance. If all reinsurance premiums in arrears, including any
which may become in arrears during the thirty day period, are not paid
before the expiration of said period, the Reinsurer shall be relieved of
all liability. Policies on which reinsurance premiums subsequently fall due
will automatically terminate if reinsurance premiums are not paid.
Terminated reinsurance may be reinstated, subject to approval by the
Reinsurer, within sixty (60) days of the date of termination upon payment
of all reinsurance premiums in arrears. The Reinsurer shall have no
liability for any claims incurred between the date of termination and the
date of the reinstatement of the reinsurance. The right to terminate
reinsurance shall not prejudice the Reinsurers right to collect premiums
for the period reinsurance was in force prior to the expiration of the
thirty day notice.

D. PREMIUM RATE GUARANTEE.

[REDACTED]

ARTICLE IX

CLAIMS

A. LIABILITY. Whenever a claim is made on a policy reinsured under this
Agreement, the Reinsurer shall consider its liability to the Company to be
for the amount of reinsurance for that policy as determined in Article V
and Exhibit A. If the Company has been paying premium to the Reinsurer on
an estimated reinsured net amount at risk, the Reinsurer's claim liability
shall not exceed that amount provided by the Company. The Reinsurer will
accept the good faith decision of the Company in settling a claim and shall
pay the amount of its liability in effect at the time of settlement,
including its proportionate share of any interest paid to the claimant.

If the Company has retained either a) less than its full retention or b)
twenty percent or less of the risk, the Company shall consult with the
Reinsurer before making an admission of liability on any claim on which
death has occurred during the contestable period. If the Company chooses to
pay such a claim that the Reinsurer believes should be contested, then the
Reinsurer shall be relieved of any and all reinsurance liability or the
dispute may be submitted to arbitration.

B. PROOF OF LOSS. In every case of loss, the Company shall provide the
Reinsurer with copies of all proofs of loss, underwriting papers,
investigation reports and a statement showing the amount paid on the claim
by the Company, plus any information the Reinsurer may request.

C. SETTLEMENT

1. LIFE. For Life insurance claims, the Reinsurer shall pay its share of
death benefits in a lump sum regardless of the form of claim
settlement by the Company.

2. WAIVER OF PREMIUM. For an approved Waiver of Premium benefit claim,
the Reinsurer shall pay its share of the gross premium waived by the
Company, and the Company shall continue to pay the total reinsurance
premium, excluding the corresponding waiver premium. If the policy is
subject to recapture, the reinsurance premium shall be appropriately
adjusted. For Universal Life products, the gross premium waived shall
be the cost of insurance premium waived by the Company. The Reinsurer
may pay Waiver of Premium claims in one payment per year regardless of
the mode of premium payment specified in the policy.

D. CONTESTED CLAIMS. The Company shall notify the Reinsurer of its intention
to contest or compromise a claim. Unless agreed otherwise, all contestable
claims will be routinely investigated. If the Reinsurer chooses not to
participate in a contested claim, it shall pay its full amount of
reinsurance liability on such claim and shall thereby be relieved of all
future liability with respect to such contested claim.

If the Reinsurer joins the Company in a contest or compromise, the
Reinsurer shall participate in the same proportion that the amount at risk
reinsured with the Reinsurer bears to the total amount at risk to the
Company on the claim and shall share in the

reduction in liability in the same proportion. The Reinsurer shall pay its
share of "routine expenses" which are considered to be investigative or
administrative expenses incurred by the Company that are customarily
incurred with respect to most claims. Participation in "unusual expenses"
shall require written consent by the Reinsurer. Unusual expenses shall
include, but not be limited to, fees of outside attorneys, investigators or
consultants. The Reinsurer shall not reimburse expenses or compensation of
salaried officers and employees of the Company or expenses incurred by the
Company as a result of a dispute arising out of conflicting claims of
entitlement to policy proceeds or benefits.

E. EXTRA-CONTRACTUAL OBLIGATIONS. The Reinsurer shall not be liable for
punitive, exemplary or any other noncontractual damages assessed against
the Company on the basis of fault or wrongdoing on the part of the Company,
its agents or representatives. However, should the Reinsurer have concurred
in the acts or omissions giving rise to such damages, the Reinsurer will
pay its proportionate share of such damages.

F. MISSTATEMENT. In the event of an increase or decrease in the amount of the
Company's liability on a policy reinsured hereunder because of a
misstatement of age, sex, or other risk classification, which is
established after the death of the insured, the Company and the Reinsurer
shall share in the change in amount in proportion to its respective net
liability prior to the change. The reinsurance premium for the policy year
of death shall be recalculated on the basis of the adjusted amount using
premiums and reserves at the correct risk classification, and the
adjustment for the difference in reinsurance premiums shall be made without
interest.

ARTICLE X

RECAPTURE

Whenever the Company changes its limits of retention, it shall promptly notify
the Reinsurer. If the Company increases its retention limits, it may exercise
its right of recapture and reduce the existing reinsurance by a corresponding
amount, in accordance with the following rules.

1. No reduction shall be made in the reinsurance on any policy unless the
Company retained its maximum retention limit for the plan, age and
mortality ratings at the time the policy was issued.

2. The reduction in reinsurance shall be made on the next anniversary of each
policy affected. However, no reduction shall be made until a policy has
been in-force for ten years.

3. The Company shall give the Reinsurer ninety (90) days written notice of its
intention to recapture existing business reinsured under this Agreement in
accordance with its new limits of retention.

4. If any reinsurance is recaptured following a retention increase, all
reinsurance which is subject to recapture under these provisions must be
similarly recaptured.

5. If there is reinsurance in other companies on risks eligible for recapture,
the Cologne's reduction will be in proportion to its share of the total
reinsurance on the life.

6. In the event that any reinsurance policy affected by recapture is
overlooked, the acceptance by the Reinsurer of reinsurance premiums after
the effective dates of the reductions or cancellations shall not constitute
or determine a liability on the part of the Reinsurer for such reinsurance,
and the Reinsurer shall be liable only for a refund of the premiums so
received, without interest.

7. No reduction may be made in any supplemental benefits reinsured unless the
life reinsurance is also being reduced.

8. If at the time of recapture the risk is an active claim for Waiver of
Premium Disability, the life risk shall be considered subject to recapture.
However, the original disability reinsurance shall remain in force until
such time as the disability claim ceases.

ARTICLE XI

GENERAL PROVISIONS

A. PREMIUM TAX. The Reinsurer shall not reimburse the Company for premium
taxes on reinsurance premiums.

B. OFFSET. Upon notice to the other party, the Company or the Reinsurer may
offset any balance(s) due from one party to the other from premiums,
allowances, claims, or any other amount(s) due under this Agreement.

C. CURRENCY. All payments under this Agreement shall be made in United States
currency.

D. COMPANY DATA. The Company agrees to keep the Reinsurer informed of the
identity and terms of its policies, riders and contracts reinsured under
this Agreement, as well as any special programs affecting reinsurance
,hereunder, with copies of its application forms, policy forms,
supplementary agreements, rate books, plan codes and all other materials
relevant to the coverages reins red.

Further, the Company agrees to furnish the Reinsurer with all underwriting
manuals or criteria, requirements, and retention schedules affecting
reinsurance ceded and to keep the Reinsurer fully informed of all
subsequent changes to said materials.

E. ERRORS AND OMISSIONS. Administrative or clerical error or omissions of an
accidental or unintentional nature shall be corrected, and both parties
shall be restored to the positions they would have occupied had no such
error or omission occurred. Errors of judgment are not covered by this
provision.

F. INSPECTION OF RECORDS. The Reinsurer and the Company, or duly authorized
representatives, shall have the right at any reasonable time to inspect, at
the office of the other, all books and documents relating, directly or
indirectly, to any business reinsured under this Agreement.

ARTICLE XII

DAC TAX

The Company and the Reinsurer hereby agree to the following pursuant to Section
1.8482(g)(8) of the Income Tax Regulations issued December 29, 1992, under
Section 848 of the Internal Revenue Code of 1986, as amended. This election
shall be effective for all taxable years for which this Agreement remains in
effect.

1. The term "party" will refer to either the Company or the Reinsurer, as
appropriate.

2. The terms used in this Article are defined by reference to Regulation
Section 1.848-2 in effect as of December 29, 1992.

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

4. The Company and the Reinsurer agree to exchange information pertaining to
the amount of the net consideration under this Agreement each year to
ensure consistency or as otherwise required by the Internal Revenue
Service.

5. The Reinsurer will submit a schedule to the Company by June 1 of each year
of its calculation of the net consideration for the preceding calendar
year. This schedule of calculations will be accompanied by a statement
signed by an officer of the Reinsurer stating that the Reinsurer will
report such net consideration in its tax return for the preceding calendar
year.

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

7. If the Company contests the Reinsurer'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 the Company
submits its alternative calculation. If the Company and the Reinsurer reach
agreement on an amount of net consideration, each party shall report such
amount in their respective tax returns for the previous calendar year.

ARTICLE XIII

INSOLVENCY

A. INSOLVENCY OF THE COMPANY. In the event of insolvency of the Company, all
payments due the Company by the Reinsurer shall be payable directly to the
Company, its liquidator, receiver or statutory successor on the basis of
the liability of the Company under the policies reinsured without
diminution because of insolvency of the Company.

In the event of insolvency of the Company, the liquidator, receiver or
statutory successor shall give the Reinsurer written notice of the pendency
of a claim on a policy reinsured within a reasonable time after the claim
is filed in the solvency proceeding. During the pendency of the claim, the
Reinsurer may investigate the claim and, in a proceeding where the claim is
to be adjudicated, the Reinsurer may, at the Reinsurers own expense,
interpose in the name of the Company (its liquidator, receiver or statutory
successor) any defense or defenses which the Reinsurer may deem available
to the Company or its liquidator, receiver or statutory successor.

Subject to court approval, the expense thus incurred by the Reinsurer shall
be chargeable against the Company as part of the expense of liquidation to
the extent of the proportionate share of the benefit which may accrue to
the Company solely as a result of the defense undertaken by the Reinsurer.
Where two or more reinsurers participate in the same claim and a majority
in interest elect to interpose a defense to the claim, the expense shall be
apportioned in accordance with the terms of the reinsurance agreements as
if the expense had been incurred by the Company.

B. INSOLVENCY OF THE REINSURER. In the event of the insolvency of the
Reinsurer, the Company may retain all or any portion of any amount then due
or which may become due the Reinsurer under this Agreement and use such
amounts for the purposes of paying any and all liabilities of the Reinsurer
incurred under this Agreement. When all such liability hereunder has been
discharged, the Company shall pay the Reinsurer, its successor, or
statutory receiver, the balance of such amounts withheld as may remain.

In the event of the insolvency of the Reinsurer, the Company may, upon 90
days written notice to the Reinsurer, its liquidator, receiver or statutory
successor, recapture, without penalty, the entire amount of reinsurance
under this Agreement.

C. DEFINITION OF INSOLVENCY. For purposes of this Agreement, the Company or
the Reinsurer shall be deemed insolvent if:

(1) a court order is issued voluntarily or involuntarily placing it into
conservatorship, rehabilitation, receivership, or liquidation, or
appointing a conservator, rehabilitator, receiver or liquidator to
take over its business; or

(2) it has filed or consents to the filing of a petition in bankruptcy,
seeks reorganization or an arrangement with creditors or takes
advantage of any bankruptcy, dissolution, liquidation or similar law
or statute.

ARTICLE XIV

ARBITRATION

All disputes and differences between the Company and the Reinsurer on which an
amicable understanding cannot be reached shall be resolved by arbitration at a
mutually agreed upon location. The arbitration hearing shall be before a board
of three arbitrators comprised of active or retired officers of life insurance
or reinsurance companies excluding, however, officers and former officers of the
Company and the Reinsurer.

Upon written request of either party sent by registered or certified mail, each
party shall choose an arbitrator and the two chosen shall select a neutral
arbitrator. If either party refuses or neglects to appoint an arbitrator within
sixty (60) days after receipt of the written request for arbitration, the
appointing party may appoint a second arbitrator. The two arbitrators shall have
30 days to agree on a method for selecting the neutral arbitrator. If the two
arbitrators fail to agree on the selection method of the neutral arbitrator
within thirty (30) days of their appointment, each of the parties to this
Agreement shall name three (3) candidates to serve as the neutral arbitrator.
Beginning with the party who did not initiate arbitration, each party shall
eliminate one candidate from the six listed until one candidate remains. If this
candidate declines to serve as the arbitrator, the candidate last eliminated
will be approached to serve. This process shall be repeated until a candidate
has agreed to serve as the neutral arbitrator.

The selection and naming of all arbitrators shall be conducted in a timely
manner.

The parties hereby waive all objections to the above method of choosing the
arbitrators.

Each party shall submit its case to the arbitrators within thirty (30) days of
the appointment of the neutral arbitrator.

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 relating to the conduct of the arbitration.

The arbitrators will base their decision on the terms and conditions of this
Agreement and the customs and practices of the insurance and reinsurance
industries rather than on strict interpretation of the law.

The decision of the arbitrators, in writing, will be made by majority rule and
shall be final and binding on both parties. There shall be no appeal from the
decision. Either party to the arbitration may petition any court having
jurisdiction over the parties to reduce the decision to judgment.

The allocation of the costs of arbitration will be made by the arbitrators.

ARTICLE XV

DURATION OF AGREEMENT

This Agreement shall be effective on and after the effective date shown in
Article XVI and shall be unlimited in duration. It may be terminated at any
time, insofar as it pertains to the reinsurance of new business, by either party
giving ninety (90) days written notice of termination to the other. The
Reinsurer shall continue to accept new business during the ninety (90) day
period and shall continue to be liable on all in-force reinsurance granted under
this Agreement until the termination or expiry of the insurance reinsured,
except as provided in Article VI II.C.

ARTICLE XVI

EXECUTION

This Agreement represents the entire contract between the Reinsurer and the
Company and supersedes any prior oral or written agreements.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed on the
dates set forth below with an effective date of October 1, 1999.

GENERAL & COLOGNE LIFE RE OF AMERICA TREATY #L011-005
(formerly The Cologne Life Reinsurance Company)

BY:
TITLE:
DATE:
ATTEST:

LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
BY:
TITLE:
DATE:
ATTEST:

EXHIBIT A

PLANS, RETENTION AND BINDING LIMITS

1. PLANS REINSURED

[REDACTED]

2. RETENTION

[REDACTED]

3. AUTOMATIC BINDING LIMITS

[REDACTED]

4. CONDITIONAL RECEIPT LIMIT

[REDACTED]

5. MINIMUM CESSION

[REDACTED]

6. JUMBO LIMITS

[REDACTED]

EXHIBIT B

REINSURANCE PREMIUMS

[REDACTED]

EXHIBIT B

75-80 Basic Select and Ultimate Mortality Table

Male

Age Last Birthday

[RATES REDACTED]

75-80 Basic Select and Ultimate Mortality Table

Female

Age Last Birthday

[RATES REDACTED]

EXHIBIT C

REPORTING METHOD

SELF ADMINISTRATION

REPORTING METHOD. As soon as possible after a reinsured policy is placed in
force, the Company shall show it on its reinsurance report giving the details as
described in Exhibit C.1.

PREMIUM ACCOUNTING. Reinsurance premiums are payable Annually in Advance. Within
30 days after the end of the month, the Company shall send the Reinsurer a
statement showing reinsurance premiums due for that period together with payment
as indicated on the statement.

If an amount is due the Company, the Reinsurer shall remit such amount within a
reasonable time after its receipt of the statement.

To facilitate the processing of reinsurance remittances, please send all
payments to:

General & Cologne Life Re of America
Dept. 0129
▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Arrangements can also be made to accommodate the payment of funds by means of
Electronic Funds Transfer or wire transfer.

EXHIBIT C.1

Self-Administered Reporting

I Bulk Reporting requirements are listed below and attached is a sample of a
Self Administered Reinsurance Summary Reporting Form for requirements 5.
Accounting Information; 6. Reserve Information; and, 7. Policy Exhibit
Information,

Report formats may differ in style; however, the required data must be
provided in order to properly administer the business reinsured. The
Company shall submit a copy of its bulk reporting format for review by the
Reinsurer prior to the completion of the formal Agreement.

Each self-administered report should be broken down into the following
report details, with Automatic and Facultative business shown separately
for each detail.

1. NEW BUSINESS
2. FIRST YEAR - OTHER THAN NEW BUSINESS
3. RENEWAL YEAR
4. CHANGESITERMINATIONS.
5. ACCOUNTING INFORMATION
6. RESERVE INFORMATION
7. POLICY EXHIBIT INFORMATION
8. QUARTERLY INFORCE

Below is a brief description of each report detail requested:

1. NEW BUSINESS - New issues* only, first time policy is reported to the
Reinsurer. Policies appear only once in this detail and should include
the following information: policy number, name of insured, DOB, age,
sex, policy date, tobacco use, reinsured amount and NAR, table rate,
flat extra rate, and premium.

*Policies which are new, but result from replacements or conversions
from plans covered under other Agreements with the Reinsurer should be
clearly identified, these policies should not be reported as new
issues. The Reinsurer suggests these policies be identified with a
transaction code and be reported in the "Changes Detail". The original
policy date and duration should also be reported.

Policies previously ceded to the Reinsurer under an individual
cession treaty require special handling. The Reinsurer will
continue reinsurance administration.

2. FIRST YEAR, OTHER THAN NEW BUSINESS - Policies previously reported on
the new business detail, and are still in their first duration or
policies involved in first year premium adjustments.

3. RENEWAL YEAR - All renewal policies.

4. CHANGES/TERMINATIONS - Polices involved in a change during the current
reporting period. Type of change or termination activity must be
clearly identified for each policy.

The Reinsurer suggests separate listings for
Terminations/Reinstatements, Changes, Conversions/Replacements or the
use of Transaction/Reason code to describe activity.

CONVERSIONS/REPLACEMENTS - The Reinsurer requires the reporting
of the original policy date, as well as the current date of
issue. This data is expected in the "Change Detail" when the
conversion is reported and continued in the "Renewal Detail" as
the policy continues to be reported.

5. ACCOUNTING INFORMATION - Premiums summarized for Life, ADB, Waiver,
Other by the following categories: Automatic /Facultative, First
Year/Renewal Year, and Allowances where applicable.

6. RESERVE INFORMATION - Policy reserves summarized by Amount of
Reinsurance by Life, ADB, Waiver, and Deficiency - for Automatic and
Facultative where applicable.

7. POLICY EXHIBIT INFORMATION - Summary of the current period's activity
and year-to-date totals, reporting the number of policies and
reinsurance amount.

8. QUARTERLY INFORCE - Quarterly detail report of all policies inforce
including reserve information.

General & Cologne Life Re

AMENDMENT TO TREATY #L011-055, DATED OCTOBER 1,1999

REINSURED: LIBERTY LIFE ASSURANCE COMPANY OF BOSTON

Boston, Massachusetts

REINSURER: GENERAL & COLOGNE LIFE RE OF AMERICA

Stamford, Connecticut
ACCOUNT NUMBER: [REDACTED]

EFFECTIVE DATE: March 1, 2001

TYPE OF BUSINESS: Automatic Yearly Renewal Term

AMENDMENT PROVISIONS: This Agreement is hereby
amended to add the Spectrum UL and
Targeted Death Benefit to EXHIBIT A.
Therefore, Exhibit A is replaced by
the attached Exhibit A - Amended
March 1, 2001.

OTHER CONDITIONS: As in basic treaty and other
applicable addenda.

IN WITNESS WHEREOF, the parties hereto by their respective duly authorized
representatives have executed this Amendment in duplicate for and on behalf of:

LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
By:
Title:
Date:
Place:
Witness:

GENERAL & COLOGNE LIFE RE OF AMERICA
By:
Title:
Date:
Place:
Witness:

EXHIBIT A

PLANS, RETENTION AND BINDING LIMITS

1. PLANS REINSURED

[REDACTED]

2. RETENTION

[REDACTED]

3. AUTOMATIC BINDING LIMITS

[REDACTED]

4. CONDITIONAL RECEIPT LIMIT

[REDACTED]

5. MINIMUM CESSION

[REDACTED]

6. JUMBO LIMITS

[REDACTED]

General & Cologne Life Re Automatic Yearly Renewable Term Reinsurance Agreement

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