Automatic Self Administered YRT Reinsurance Agreement

between

American National Insurance Company

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

(hereinafter referred to as the "Ceding Company")

and

Swiss Re Life & Health America Inc.

Stamford, CT

(hereinafter referred to as the "Reinsurer")

Effective: June 1, 2003

Treaty #: U24

CREDIT FOR RESERVES.....13

10.1 RESERVE METHODOLOGY AND REPORTING.....13

RETENTION LIMIT CHANGES.....13

RECAPTURE.....13

GENERAL PROVISION.....14

13.1 CURRENCY.....14

13.2 PREMIUM TAX.....14

13.3 MINIMUM CESSION.....14

13.4 INSPECTION OF RECORDS.....14

13.5 FORMS, MANUALS & ISSUE RULES.....15

13.6 GOOD FAITH.....15

DAC TAX.....15

OFFSET.....16

INSOLVENCY.....16

16.1 INSOLVENCY OF A PARTY TO THIS AGREEMENT.....16

16.2 INSOLVENCY OF THE CEDING COMPANY.....16

16.3 INSOLVENCY OF THE REINSURER.....17

ERRORS AND OMISSIONS.....17

DISPUTE RESOLUTION.....17

ARBITRATION.....18

CONFIDENTIALITY.....18

DURATION OF AGREEMENT.....19

EXECUTION.....20

EXHIBITS

A - Retention Limits of the Ceding Company

B - Plans Covered and Binding Limits

C - Forms, Manuals, and Issue Rules

D - Allocation Rules for Placement of Facultative Cases

E - Reinsurance Premiums

F - Conversion Premiums

G - Self-Administered Reporting

H - Application for Facultative Reinsurance Form

I - Contestable Claims Procedures

The Reinsurer will automatically accept its share of the above-referenced
policies up to the limits shown in Exhibit B, provided that: a. the Ceding
Company keeps its full retention, as specified in Exhibit A, or otherwise holds
its full retention on a life under previously issued inforce policies

b. the Ceding Company applies its normal underwriting guidelines

c. the total of the new ultimate amount of reinsurance required including
contractual increases, and the amount already reinsured on that life under this
Agreement and all other agreements between the Reinsurer and the Ceding Company,
does not exceed the Automatic Binding Limits set out in Exhibit B

d. the amount of life insurance in force in all companies, including any
coverage to be replaced plus the amount currently applied for on that life in
all companies, does not exceed the Jumbo Limit stated in Exhibit B, and

e. the application is on a life that has not been submitted facultatively to the
Reinsurer or any other reinsurer within the last 2 years, unless the reason for
any prior facultative submission was solely for capacity that may now be
accommodated within the terms of this Agreement.

2.2 RETAINED AMOUNTS

The Ceding Company may not reinsure the amount it has retained on the business
covered under this Agreement, on any basis, without prior notification to the
Reinsurer.

FACULTATIVE REINSURANCE

3.1 The Ceding Company may submit any application on a plan or rider identified
in Exhibit B to the Reinsurer for its consideration on a facultative basis.

The Ceding Company will apply for reinsurance on a facultative basis by sending
to the Reinsurer an Application for Facultative Reinsurance, providing the
information outlined in Exhibit H. Accompanying this Application will be copies
of all underwriting evidence that is available for risk assessment including,
but not limited to, copies of the application for insurance, medical examiners'
reports, attending physicians' statements, inspection reports, and any other
information bearing on the insurability of the risk. The Ceding Company also
will notify the Reinsurer of any outstanding underwriting requirements at the
time of the facultative submission. Any subsequent information received by the
Ceding Company that is pertinent to the risk assessment will be immediately
transmitted to the Reinsurer.

After consideration of the Application for Facultative Reinsurance and related
information, the Reinsurer will promptly inform the Ceding Company of its
underwriting decision. The Reinsurer's offer will expire at the end of 120 days,
unless otherwise specified by the Reinsurer.

If the underwriting decision is acceptable, the Ceding Company will notify the
Reinsurer in writing of its acceptance of the offer. If any risk is to be
submitted to more than one reinsurer for consideration, the Allocation Rules for
Placement of Facultative Cases as outlined in Exhibit D will apply.

The relevant terms and conditions of this Agreement will apply to those
facultative offers made by the Reinsurer and accepted by the Ceding Company.

PREMIUM ACCOUNTING

6.1 PREMIUMS

Reinsurance premium rates for life insurance and other benefits reinsured under
this Agreement are shown in Exhibit E. The rates will be applied to the
reinsured net amount at risk.

The Ceding Company will pay the Reinsurer the percentages of the premium rates
shown in Exhibit E.

6.2 PAYMENT OF PREMIUMS

Reinsurance premiums are payable monthly and in arrears. The Ceding Company will
calculate the amount of reinsurance premium due and, within 30 days after the
end of the month, will send the Reinsurer a statement that contains the
information shown in Exhibit G, showing reinsurance premiums due for that
period. If an amount is due the Reinsurer, the Ceding Company will remit that
amount together with the statement. If an amount is due the Ceding Company, the
Reinsurer will remit such amount within 30 days of receipt of the statement.

6.3 DELAYED PAYMENT

The Remittance Date is defined as 30 days after the end of the reporting period.

6.4 FAILURE TO PAY PREMIUMS

The payment of reinsurance premiums is a condition precedent to the liability of
the Reinsurer for reinsurance covered by this Agreement. In the event that
reinsurance premiums are not paid within 60 days of the Remittance Date, the
Reinsurer will 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 will give the Ceding Company 30 days written notice of
its intention. Such notice will be sent by certified mail.

If all reinsurance premiums in arrears, including any that become in arrears
during the 90 day notice period, are not paid before the expiration of the
notice period, the Reinsurer will be relieved of all liability under those
policies as of the last date to which premiums have been paid for each.
Reinsurance on policies on which reinsurance premiums subsequently fall due will
automatically terminate as of the last date to which premiums have been paid for
each policy, unless reinsurance premiums on those policies are paid on or before
their Remittance Dates.

Terminated reinsurance may be reinstated, subject to approval by the Reinsurer,
within 30 days of the date of termination, and upon payment of all reinsurance
premiums in arrears including any interest accrued thereon. The Reinsurer will
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 will not prejudice the Reinsurer's right to collect premiums for the
period during which reinsurance was in force prior to the expiration of the 90
days notice.

The Ceding Company will not force termination under the provisions of this
Article solely to avoid the provisions regarding recapture in Article 12, or to
transfer the reinsured policies to another reinsurer.

6.5 PREMIUM RATE GUARANTEE

While it is not anticipated that the Reinsurer will raise its 1 the YRT
reinsurance rates set out in this sub-section are guaranteed to the extent that
in the 2 year and later the Reinsurer reserves the right to increase the
premiums for reinsurance but not above the statutory net premium.

this Agreement. The Reinsurer's approval is required if the original policy was
reinsured on a facultative basis or it the new amount will cause the reinsured
amount on the life to exceed either the Automatic Binding Limits or the Jumbo
Limits shown in Exhibit B.

The Ceding Company and the Reinsurer will share the increased amount
proportionately. Once the Ceding Company's maximum retention has been reached,
the remaining amount will be reinsured on an excess basis.

b. Contractual Increases

For policies reinsured on an automatic basis, reinsurance of increases in amount
resulting from contractual policy provisions will be accepted only up to the
Automatic Binding Limits shown in Exhibit B.

For policies reinsured on a facultative basis, reinsurance will be limited to
the ultimate amount shown in the Reinsurer's facultative offer. Reinsurance
premiums for contractual increases will be on a point-in-scale basis from the
original issue age of the policy.

7.3 RISK CLASSIFICATION CHANGES

If the policyholder requests a Table Rating reduction or removal of a Flat
Extra, such change will be underwritten according to the Ceding Company's normal
underwriting practices. Risk classification changes on facultative policies will
be subject to the Reinsurer's approval.

7.4 REINSTATEMENT

If a policy reinsured on an automatic basis is reinstated in accordance with its
terms and in accordance with Ceding Company rules and procedures, the Reinsurer
will, upon notification of reinstatement, reinstate the reinsurance coverage. If
a policy reinsured on a facultative basis is reinstated, the Reinsurer will
reinstate the reinsurance coverage upon notification of reinstatement in
accordance with Ceding Company rules and procedures.

Upon reinstatement of the reinsurance coverage, the Ceding Company will pay the
contractual reinsurance premiums plus accrued interest for the period and at the
interest rate which it receives on premiums in arrears.

7.5 NONFORFEITURE BENEFITS

a. Extended Term

If the original policy lapses and extended term insurance is elected under the
terms of the policy, reinsurance will continue on the same basis as under the
original policy until the expiry of the extended term period.

b. Reduced Paid-up

If the original policy lapses and reduced paid-up insurance is elected under the
terms of the policy, the amount reinsured will be reduced.

The amount reinsured and the amount retained will be reduced proportionately.
The reinsurance premiums will be calculated in the same manner as reinsurance
premiums were calculated on the original policy.

CONVERSIONS EXCHANGES AND REPLACEMENTS

If a policy reinsured under this Agreement is converted, exchanged or replaced,
the Ceding Company will promptly notify the Reinsurer. Unless mutually agreed
otherwise, policies that

9.2 PROOFS

The Ceding Company will promptly provide the Reinsurer with proper claim proofs,
including a copy of the proof of payment by the Ceding Company, and a copy of
the insured's death certificate. In addition, for contestable claims, the Ceding
Company will send to the Reinsurer a copy of all papers in connection with the
claim, except as provided in Exhibit I.

9.3 AMOUNT AND PAYMENT OF REINSURANCE BENEFITS

As soon as the Reinsurer receives proper claim notice and proof of the claim,
the Reinsurer will promptly pay the reinsurance benefits due the Ceding Company.
The Ceding Company's contractual liability for policies reinsured under this
Agreement is binding on the Reinsurer. However, for claims incurred during the
contestable period, if the total amount of reinsurance ceded to all Reinsurers
on the policy is greater than the amount retained by the Ceding Company, or if
the Ceding Company retained less than its usual retention on the policy, the
Ceding Company will consult with the Reinsurer before conceding liability or
making settlement to the claimant. The Ceding Company will wait at least 10 days
for the Reinsurer's recommendation.

The total reinsurance recoverable from all companies will not exceed the Ceding
Company's total contractual liability on the policy, less the amount retained.
The maximum reinsurance death benefit payable to the Ceding Company under this
Agreement is the risk amount specifically reinsured with the Reinsurer. The
Reinsurer will also pay its proportionate share of the interest that the Ceding
Company pays on the death proceeds until the date of settlement.

Life benefit payments will be made in a single sum, regardless of the Ceding
Company's settlement options.

9.4 CONTESTABLE CLAIMS

The Ceding Company will promptly notify the Reinsurer of its intention to
contest, compromise, or litigate a claim involving a reinsured policy in
accordance with the procedures shown in Exhibit I. Once notified, the Reinsurer
will have 10 days to notify the Ceding Company in writing of its decision to
accept participation in the contest, compromise, or litigation. If the Reinsurer
has accepted participation, the Ceding Company will promptly advise the
Reinsurer of all significant developments in the claim investigation, including
notification of any legal proceedings against it in response to denial of the
claim.

If the Reinsurer does not accept participation, the Reinsurer will then fulfill
its obligation by paying the Ceding Company its full share of the reinsurance
amount, and will not share in any subsequent reduction or increase in liability.

If the Reinsurer accepts participation and the Ceding Company's contest,
compromise, or litigation results in a reduction or increase in liability, the
Reinsurer will share in any such reduction or increase in proportion to its
share of the risk on the contested policy.

9.5 CLAIM EXPENSES

The Reinsurer will pay its share of reasonable claim investigation and legal
expenses connected with the litigation or settlement of contractual liability
claims unless the Reinsurer has discharged its liability pursuant to Section 9.4
above. If the Reinsurer has so discharged its liability, the Reinsurer will not
participate in any expenses incurred thereafter.

The Reinsurer will not reimburse the Ceding Company for routine claim and
administration expenses, including but not limited to the Ceding Company's home
office expenses, compensation of salaried officers and employees, and any legal
expenses other than third party expenses incurred by the Ceding Company. Claim
investigation expenses do not include expenses incurred by the Ceding Company as
a result of a dispute or contest arising out of conflicting claims of
entitlement to policy proceeds or benefits.

CREDIT FOR RESERVES

10.1 RESERVE METHODOLOGY AND REPORTING

The parties intend that the Ceding Company will receive full statutory reserve
credit in its state of domicile for the insurance risks ceded to the Reinsurer.
The parties agree to make all reasonable efforts to ensure that this is
accomplished.

The Ceding Company will provide a reserve summary for business reinsured under
this agreement to the Reinsurer on an annual basis, along with a detailed
description of its reserving assumptions and any changes in these assumptions
applicable to each calendar year.

RETENTION LIMIT CHANGES

11.1 If the Ceding Company changes its maximum retention limits as shown in
Exhibit A, it will provide the Reinsurer with written notice of the intended
changes thirty (30) days in advance of their effective date.

A change to the Ceding Company's maximum retention limits will not affect the
reinsured policies in force except as specifically provided elsewhere in this
Agreement. Furthermore, unless agreed between the parties, an increase in the
Ceding Company's retention schedule will not effect an increase in the total
risk amount that it may automatically cede to the Reinsurer.

RECAPTURE

12.1 Not more than once in any consecutive twenty-four month period, the Ceding
Company may apply its increased maximum retention limits to reduce the amount of
in force Reinsured Policies provided:

The Ceding Company gives the Reinsurer irrevocable written notice of its
intention to recapture within 90 days of the effective date of the maximum
retention limit increase; and Such recaptures are made on the next anniversary
of each Reinsured Policy affected unless mutually agreed otherwise by the Ceding
Company and the Reinsurer and with no recapture being made until the Reinsured
Policy has been in force for the period stated in Exhibit E.4. For a conversion
or re-entry, the recapture terms of the original policy will apply and the
duration for the recapture period will be measured from the effective date of
the original policy; and

The Ceding Company has maintained from the time the policy was issued, its full
retention as set out in Exhibit A for the plan and the insured's classification;
and

The Ceding Company has applied its increased Retention Limits in a consistent
manner to all categories of its Retention Limits set out in Exhibit A unless
otherwise agreed to by the Reinsurer; and

Other than as respects bona fide catastrophe or financial reinsurance
arrangements, the Ceding Company will retain all risks so recaptured and is
prohibited from ceding in any form any of the recaptured business without the
Reinsurer's prior written consent.

In applying its increased Retention Limits to Reinsured Policies, the age and
mortality rating at the time of issue will be used to determine the amount of
the Ceding Company's increased maximum retention. The amount of reinsurance
eligible for recapture is based on the reinsurance net amount at risk as of the
date of recapture. If there is reinsurance with other companies on risks
eligible for recapture, the necessary reduction is to be applied pro rata to the
total outstanding reinsurance.

Recapture as provided herein is optional with the Ceding Company, but if any
Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture
under the provisions of this Article must be

administration. Such access will be provided during regular business hours at
the office of the inspected party.

13.5 FORMS, MANUALS & ISSUE RULES

The Ceding Company affirms that its retention schedule, underwriting guidelines,
issue rules, premium rates and policy forms applicable to the Reinsured Policies
and in use as of the effective date, have been supplied to the Reinsurer.

The Ceding Company will promptly notify the Reinsurer of any proposed material
changes in its underwriting guidelines. This Agreement will not extend to
policies issued pursuant to such changes unless the Reinsurer has consented in
writing to accept policies subject to such changes.

It is the Ceding Company's responsibility to ensure that its practice and
applicable forms are in compliance with current Medical Information Bureau (MIB)
guidelines.

13.6 GOOD FAITH

All matters with respect to this Agreement require the utmost good faith of both
parties.

Each party represents and warrants to the other party that it is solvent on a
statutory basis in all states in which it does business or is licensed.

The Reinsurer has entered into this Agreement in reliance upon the Company's
representations and warranties. The Company affirms that it has and will
continue to disclose all matters material to this Agreement. Examples of such
matters are a change in underwriting or issue practices or philosophy, a change
in underwriting or claims management personnel, or changes in the Ceding
Company's ownership or control.

The Company affirms that the underwriting, administration and claims practices
it employs are consistent with the customary and usual practices of the
insurance industry as a whole. Should the Company engage in exceptional or
uncustomary practices, it will inform the Reinsurer of such action and obtain
its written consent before assigning any liability to the Reinsurer with respect
to any policies covered under this Agreement.

DAC TAX

14.1 The parties to this Agreement agree to the following provisions pursuant to
Section 1 .848-2(g)(8) of the Income Tax Regulations effective December 29,
1992, under Section 848 of the Internal Revenue Code of 1986, as amended:

a. The term `party' refers to either the Ceding Company or the Reinsurer, as
appropriate.

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

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

d. Both parties agree to exchange information pertaining to the amount of net
consideration under this Agreement each year to ensure consistency, or as
otherwise required by the Internal Revenue Service.

e. The Ceding Company will submit a schedule to the Reinsurer by June 30 of each
year with 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 Ceding Company stating that the Ceding Company will report
such net consideration in its tax return for the preceding calendar year. The
Reinsurer may contest such calculation by providing an alternative calculation
to the Ceding Company in writing within 15 days of the Reinsurer's receipt of
the Ceding Company's calculation. If the Reinsurer does not so notify the Ceding
Company within the required timeframe, the Reinsurer will report the net
consideration as

expense will be apportioned in accordance with the terms of this Agreement as
though such expense had been incurred by the Ceding Company.

The Reinsurer will be liable only for the amounts reinsured and will not be or
become liable for any amounts or reserves to be held by the Ceding Company on
policies reinsured under this Agreement.

16.3 INSOLVENCY OF THE REINSURER

In the event of the insolvency of the Reinsurer, the Ceding Company may cancel
this Agreement for new business by promptly providing the Reinsurer, its
receiver, rehabilitator, conservator, liquidator or statutory successor with
written notice of the cancellation effective the date on which the Reinsurer's
insolvency is established by the authority responsible for such determination.
Any requirement for a notification period prior to the cancellation of the
Agreement would not apply under such circumstances.

In addition, the Ceding Company may provide the Reinsurer, its receiver,
rehabilitator, conservator, liquidator or statutory successor with written
notice of its intent to recapture all reinsurance in force under this Agreement
regardless of the duration the reinsurance has been in force or the amount
retained by the Ceding Company on the policies reinsured hereunder. The
effective date of a recapture due to insolvency would be at the election of the
Ceding Company and would not be earlier than the date on which the Reinsurer's
insolvency is established by the authority responsible for such determination.
Any Recapture Fee applicable will be mutually agreed upon by the Ceding Company
and the Reinsurer, its rehabilitator, conservator, liquidator or statutory
successor.

ERRORS AND OMISSIONS

17.1 If through unintentional error, oversight, omission, or misunderstanding
(collectively referred to as "errors"), the Reinsurer or the Ceding Company
fails to comply with the terms of this Agreement and if, upon discovery of the
error by either party, the other is promptly notified, each thereupon will be
restored to the position it would have occupied if the error had not occurred,
including interest. If it is not possible to restore each party to the position
it would have occupied but for the error, the parties will endeavor in good
faith to promptly resolve the situation in a manner that is fair and reasonable,
and most closely approximates the intent of the parties as evidenced by this
Agreement. However, the Reinsurer will not provide reinsurance for policies that
do not satisfy the parameters of this Agreement, nor will the Reinsurer be
responsible for negligent or deliberate acts or for repetitive errors m
administration by the Ceding Company. If either party discovers that the Ceding
Company has failed to cede reinsurance as provided in this Agreement, or failed
to comply with its reporting requirements, the Reinsurer may require the Ceding
Company to audit its records for similar errors and to take the actions
necessary to avoid similar errors in the future.

DISPUTE RESOLUTION

18.1 In the event of a dispute arising out of or relating to this agreement, the
parties agree to the following process of dispute resolution. Within 15 days
after the Reinsurer or the Ceding Company has first given the other party
written notification of a specific dispute, each party will appoint a designated
company officer to attempt to resolve the dispute. The officers will meet at a
mutually agreeable location as soon as possible and as often as necessary, in
order to gather and furnish the other with all appropriate and relevant
information concerning the dispute. The officers will discuss the problem and
will negotiate in good faith without the necessity of any formal arbitration
proceedings. During the negotiation process, all reasonable requests made by one
officer to the other for information will be honored. The designated officers
will decide the specific format for such discussions.

If the officers cannot resolve the dispute within 30 days of their first
meeting, the dispute will be submitted to formal arbitration, unless the parties
agree in writing to extend the negotiation period for an 30 days.

Agreement is made under one or more exceptions to the Privacy Act's opt-out or
opt-in requirements. Reinsurer agrees not to disclose the nonpublic personal
information received from Insurer to any other person or to use the nonpublic
personal information received pursuant to this Agreement except: (1) as
necessary in the ordinary course of business in order to carry out Reinsurer's
obligations under this Agreement; or (2) as allowed under a recognized exception
or permitted redisclosure under the Privacy Act. This provision shall survive
the termination of this Agreement.

20.2 The Ceding Company and the Reinsurer agree that Proprietary Information
will be treated as confidential. Proprietary Information includes, but is not
limited to, business plans and trade secrets, mortality and lapse studies,
underwriting manuals and guidelines, applications and contract forms, and the
specific terms and conditions of this Agreement.

Proprietary Information will not include information that:

a. is or becomes available to the general public through no fault of the party
receiving the Proprietary Information (the "Recipient");

b. is independently developed by the Recipient;

c. is acquired by the Recipient from a third party not covered by a
confidentiality agreement; or

d. is disclosed under a court order, law or regulation.

The parties will not disclose such information to any other parties unless
agreed to in writing, except as necessary for retrocession purposes, as
requested by external auditors, as required by court order, or as required or
allowed by law or regulation.

The Ceding Company acknowledges that the Reinsurer can aggregate data with other
companies reinsured with the Reinsurer as long as the data cannot be identified
as belonging to the Ceding Company.

DURATION OF AGREEMENT

21.1 This Agreement is indefinite as to its duration. The Ceding Company or the
Reinsurer may terminate this Agreement with respect to the reinsurance of new
business by giving 90 days written notice of termination to the other party,
sent by certified mail. The first day of the notice period is deemed to be the
date the document is postmarked.

During the notification period, the Ceding Company will continue to cede and the
Reinsurer will continue to accept policies covered under the terms of this
Agreement. Reinsurance coverage on all reinsured policies will remain in force
until the termination or expiry of the policies or until the contractual
termination of reinsurance under the terms of this Agreement, whichever occurs
first.

EXHIBIT A

Retention Limits of the Ceding Company

A.1

(a) Life Insurance -- Maximum Limits of Retention

Issue Age Standard-- Table [ 16]

All 700,000

(b) First Dollar Quota Share -- Ceding Company's Quota Share Percentage

The Ceding Company will retain 14.5% of each policy up to the above maximum
dollar retention limits.

A.2 WAIVER OF PREMIUM DISABILITY BENEFITS

Same as Life Insurance

A.3 ACCIDENTAL DEATH BENEFITS

$250,000

Commencement

Plan Identification Policy Form Date

Waiver of Premium Disability Benefits ULDW91 June 1, 2003

Waiver of Premium Disability Benefits WQVULDW June 1, 2003

Waiver of Premium Disability Benefits SVULDW June 1, 2003

Accidental Death Benefit ULADB83 June 1, 2003

B.2 BASIS

The Reinsurer's share will be 26.315790% of the total ceded amount on each
policy on a first dollar quota share basis. This amount will not exceed the
Reinsurer's share of the maximum Automatic Binding Limits specified in Exhibit
B.3.

B.3 AUTOMATIC BINDING LIMITS

(a) Life

Issue Ages (Pool) Maximum

Standard Table 16

All $10,000,000

The (pool) maximum autobind amounts above exclude the Ceding Company's retention

(b) Waiver of Premium Disability Benefits: Same as for life insurance

B.4 JUMBO LIMITS

The Ceding Company will not cede any risk automatically if, according to
information available to the Ceding Company, the total amount in force and
applied for on the life with all insurance companies, including any amount to be
replaced, exceeds the applicable amounts shown below.

(a) Life: $25,000,000

(b) Waiver of Premium Disability Benefits: Same as for life insurance

B.5 CONDITIONAL RECEIPT OR TEMPORARY INSURANCE AGREEMENT

The amount of coverage provided by the Reinsurer under a Conditional Receipt (or
Interim Receipt) will not exceed the lesser of:

1. The Reinsurer's share of $500,000; or

2. The Automatic Acceptance Limits; or

3. The Reinsurer's share of the difference between the amount of insurance
provided by the Conditional Receipt (or Interim Receipt) and the Ceding
Company's maximum retention assuming the life had been underwritten as standard.
The Ceding Company's retention will include any amounts retained under any in
force policies on the life.

EXHIBIT C

Forms, Manuals and Issue Rules

Materials have been supplied to Reinsurer.

EXHIBIT E

Reinsurance Premiums

E.1 LIFE

Plans covered under this Agreement will be reinsured on a YRT basis. Reinsurance
premiums will be based on the 75-80 Select & Ultimate (Male & Female) ALB rate
scale shown in this Exhibit E, minus the following discounts.

Plan(s)/Rider(s) Classification Discount %

Life Coverage Preferred Tobacco - Non User 72% All Years

Standard Tobacco - Non User 52% All Years

Standard Tobacco - User 2% All Years

E.2 AGE BASIS

Age Last Birthday

E.3 POLICY FEES

The Reinsurer will not participate in any policy fees.

E.4 RECAPTURE PERIOD

Number of years: 10

E.5 STANDARD RATINGS

Premiums will be based on the standard rate increased by an extra 25% per table
of assessed rating. Discounts are the same as those for standard life coverage.

E.6 EXTRAS

The total premium remitted to the Reinsurer will include the flat extra premium
minus the discounts shown below.

Type of Flat Extra Premium First Year Renewal

Temporary (1-5 years) 10% 10%

Permanent (6 years & greater) 75% 10%

E.7 RIDERS AND BENEFITS

Waiver of Premium

Reinsurance premiums will be 0% of the Ceding Company's premiums, as shown in
this Exhibit, in the first policy year and 90% in renewal years.

Accidental Death Benefit

Reinsurance premiums will be $0.25 per thousand in the first policy year and
$0.90 per thousand in renewal years.

PREMIUM RATES FOR PLANS, BENEFITS AND RIDERS

EXHIBIT G

Self-Administered Reporting

G.1

The Ceding Company will self-administer all reinsurance reporting. The Ceding
Company will send the Reinsurer the reports listed below at the frequency
specified.

Transaction Reports: Monthly

1. New Business

2. First Year -- Other than New Business

3. Renewal Year 4. Changes and Terminations

5. Accounting Information

Periodic Reports Annually

6. Statutory Reserve Information

7. Policy Exhibit Information

8. Inforce

A brief description of the data requirements follows below.

Transaction Reports

The Ceding Company agrees to report policy data using the TAI system.

1. New Business

This report will include new issues only, the first time the policy is reported
to the Reinsurer. Automatic and Facultative business will be identified
separately.

2. First Year -- Other than New Business

This report will include policies previously reported on the new business detail
and still in their first duration, or policies involved in first year premium
adjustments.

3. Renewal Year

All policies with renewal dates within the Accounting Period will be listed.

4. Changes and Terminations

Policies affected by a change during the current reporting period will be
included in this report. Type of change or termination activity must be clearly
identified for each policy.

The Ceding Company will identify the following transactions either by separate
listing or unique transaction codes:

Terminations, Reinstatements, Changes, Conversions, and Replacements. For
Conversions and Replacements, the Ceding Company will report the original policy
date, as well as the current policy date.

5. Accounting Information

Premiums and allowances will be summarized for Life coverages, Benefits, and
Riders by the following categories: Automatic and Facultative, First Year and
Renewals.

Periodic Reports

6. Statutory Reserve Information

Statutory reserves will be summarized for Life coverages, Benefits and Riders.
The Ceding Company will specify the reserve basis used.

7. Policy Exhibit Information

This is a summary of transactions during the current period and on a
year-to-date basis, reporting the number of policies and reinsured amount.

8. Inforce

This is a detailed report of each policy in force.

EXHIBIT I

Contestable Claims Procedures

The following claim paying procedures shall be applied to contestable claims of
policies issued by the Ceding Company:

CLAIMS UP TO $200,000: These claims shall be adjudicated and paid by the Ceding
Company without consultation with any Reinsurers sharing in the ceded risk (Pool
Reinsurers). Pool Reinsurers will receive an initial claim notification.
Requests for payment will include a death certificate and proof of payment only.

CLAIMS FROM $200,001 TO $999,999: All Pool Reinsurers shall receive an initial
claim notification, which will identify the Lead Reinsurer on the claim. If the
claim is contestable, the Ceding Company shall send underwriting and
investigation data to the assigned Lead Reinsurer. The Ceding Company shall only
consult with the Lead Reinsurer before making a decision. If the Lead Reinsurer
and the Ceding Company agree that the claim is payable, then the claims will be
paid. The Ceding Company will then submit their claim to the remaining Pool
Reinsurers along with the death certificate, the proof of payment, and a copy of
the communication between the Lead Reinsurer and the Ceding Company that the
claim is payable.

CLAIMS OF $1,000,000 AND OVER: All Pool Reinsurers shall be involved in the
review of the claim and will receive copies of all documents. Each Reinsurer
shall be consulted prior to payment of the claim.

CLAIM DENIALS OR REDUCED BENEFITS DUE TO SUICIDE: In either of these situations,
each member of the Pool will be advised of the planned action. Each Pool Member
will make the decision of either going with the prevailing claims decision, or
will ask for copies of the claim file for their own review.

Lead Claim Reinsurers may need to confer with the other Pool Reinsurers on
unusually complex claim situations.

LEAD CLAIM REINSURERS

Lead Reinsurer Lead Claim

Alpha Split

General & Cologne Re A-F

Swiss Re G-M

Munich N-T

▇▇▇▇▇▇▇ U-Z

Automatic Self Administered YRT Reinsurance Agreement

Document Metadata

Document Metadata

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