THE TRAVELERS LOGO]

TRANSAMERICA

REINSURANCE

Automatic Reinsurance Agreement For

[THE TRAVELERS LOGO]

[TRANSAMERICA LIFE COMPANIES LOGO]

AUTOMATIC

ANNUITY REINSURANCE AGREEMENT

(No. 7023-1)

Between

THE TRAVELERS LIFE AND ANNUITY COMPANY

of Hartford, Connecticut

(referred to as the Reinsured)

and

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Los Angeles, California

(referred to as the Reinsurer)

EFFECTIVE JULY 1,1995.

TABLE OF CONTENTS

ARTICLE PAGE NO.
------- --------

I AUTOMATIC REINSURANCE 1
II LIABILITY 1
III REINSURANCE PREMIUMS 2
IV CLAIMS 2
V REPORTING & SETTLEMENT 2
VI GENERAL PROVISIONS 3
VII INSOLVENCY OF THE REINSURED 4
VIII REGULATORY COMPLIANCE 5
IX DURATION OF AGREEMENT 5
X ARBITRATION 6
XI DAC TAX - SECTION 1.848-2(g)(8) ELECTION 6
XII ENTIRE AGREEMENT 7
XIII OFFSET 7
XIV EXECUTION 8

SCHEDULE A - BUSINESS REINSURED 9
SCHEDULE B - MONTHLY REPORTING 10
SCHEDULE C - ADDITIONAL MONTHLY REPORTING 11
SCHEDULE D - QUARTERLY REPORTING 12
SCHEDULE E - ANNUAL REPORTING 13
SCHEDULE F - FUNDS OR ACCOUNTS 14

THE REINSURED AND THE REINSURER MUTUALLY AGREE TO REINSURE ON THE TERMS AND
CONDITIONS SET OUT BELOW.

ARTICLE I
AUTOMATIC REINSURANCE

1. Insurance. The Reinsured will cede and the Reinsurer will accept as
reinsurance a 25% quota share of the Mortality Net Amount at Risk as
defined in Article V, generated prior to annuitization on the policies
written by the Reinsured on the contract forms shown in Schedule A and as
may be amended for required state variations.

2. Coverages. The policies reinsured in Schedule A are Flexible Premium
Deferred Variable Annuity policies.

3. Accounts. Contract values will initially be invested in the Accounts listed
in Schedule F. The Reinsured may amend, substitute, add, or delete separate
accounts or underlying funds to the contracts as described in the contract
general provisions. No such change will be made by the Reinsured without
prior notification to the Reinsurer and without prior approval by the
Securities and Exchange Commission as required by law.

ARTICLE II
LIABILITY

1. The Reinsurer's liability for reinsurance under this Agreement will begin
simultaneously with the Reinsured's liability. The Reinsurer's liability
for reinsurance will terminate when the Reinsured's liability terminates.

2. The liability of the Reinsurer shall be settled and paid to the Reinsured
monthly on the basis of the monthly reports prepared by the Reinsured in
the form of Schedule B.

3. This is an agreement solely between the Reinsured and the Reinsurer. There
will be no legal relationship between the Reinsurer and any person having
an interest of any kind in the Reinsured's insurance.

ARTICLE III
REINSURANCE PREMIUMS

1. The daily reinsurance premiums shall be equal to the sum of the day-end
account values of the annuities reinsured hereunder multiplied by the quota
share applicable to that contract and further multiplied by one of the
following daily reinsurance rate factors, depending on the death benefit
type employed in the contract reinsured:

Death Benefit Type Daily Reinsurance Rate Factor
------------------ -----------------------------

Standard .00000359
Enhanced .00000663

2. The daily reinsurance premiums will be accumulated without interest and
paid monthly to the Reinsurer in accordance with Article V.

ARTICLE IV
CLAIMS

1. All reinsurance claim settlements are subject to the terms and conditions
of the particular contract under which the Reinsured is liable.

2. At the time of claim, the amount payable by the Reinsurer will be the
Mortality Net Amount at Risk, defined to be the difference between the
death benefit payable by the Reinsured and the cash surrender value for the
policy.

3. Payment of reinsurance proceeds will be made in a single sum regardless of
the Reinsured's mode of settlement.

ARTICLE V
REPORTING & SETTLEMENT

1. The Reinsured will provide the Reinsurer with information necessary to
properly account for the business reinsured as specified in this section.

2. Not later than thirty (30) days after the end of each month, the Reinsured
will submit reports substantially in accord with Schedules B and C. Not
later than thirty (30) days after the end of each quarter, the Reinsured
will submit a report substantially in accord with Schedule D. From time to
time as necessary, the Reinsured will submit a report substantially in
accord with Schedule E. The Reinsured agrees to provide or make available
to the Reinsurer such documentation as may be necessary to support the
items reported.

3. Payment of any amount due to be paid by the Reinsurer or the Reinsured
shall be determined on a net basis. If the net balance is due the
Reinsurer, the amount should be remitted with the monthly reports. If the
net balance is due the Reinsured, it shall be paid within two weeks after
receipt of the monthly reports.

ARTICLE VI
GENERAL PROVISIONS

1. Reinsurance Conditions. The reinsurance is subject to the same limitations
and conditions as the insurance under the policy or policies written by the
Reinsured on which the reinsurance is based.

2 Expenses. In no event will the Reinsurer have any liability for any
extra-contractual damages which are rendered against the Reinsured as a
result of acts, omissions or course of conduct committed by the Reinsured
in connection with the annuity contracts reinsured under this Agreement.

3. Oversights. If there is an unintentional oversight or misunderstanding in
the administration of this Agreement by either company, it can be corrected
provided the correction takes place promptly after the oversight or
misunderstanding is first discovered. Both companies will be restored to
the position they would have occupied had the oversight or misunderstanding
not occurred. Interest at a rate to be determined annually will be payable
on any amounts due to either party as a result of the oversight or
misunderstanding.

4. Inspection. At any reasonable time, the Reinsurer may inspect at the
Reinsured's Home Office the original papers and any and all other books or
documents relating to or affecting reinsurance under this Agreement.

It is agreed by the Reinsurer that any information that is made available
for inspection under this section of the Agreement shall be kept
confidential and under no circumstances may this information be disclosed
to, or made available for inspection by, any third party without the prior
consent of the Reinsured.

5. Assignment or transfer. In no event shall either the Reinsured or the
Reinsurer assign any of its rights, duties or obligations under this
Agreement without the prior written approval of the other party. Such
approval shall not unreasonably be withheld.

In no event shall either the Reinsured or the Reinsurer transfer either the
policies reinsured under this Agreement or the reinsurance without the
prior written approval of the other party. Such approval shall not
unreasonable be withheld. This provision is not intended to preclude the
Reinsurer from retroceding the reinsurance on an indemnity basis.

6. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be construed in
accordance with the applicable federal law and the laws of the State of
California.

7. Premium Taxes. The Reinsurer will not be liable for premium taxes on direct
annuity premiums received by the Reinsured.

ARTICLE VII
INSOLVENCY OF THE REINSURED

1. The reinsurance amount due, when such amount is ascertained, shall be
payable upon demand by the Reinsured at the same time as the Reinsured
shall pay its net retained portion of such an obligation, with reasonable
provision for verification before payment. The reinsurance shall be
payable by the Reinsurer on the basis of the liability of the Reinsured
under the Policies without diminution because of the insolvency of the
Reinsured. In the event of the insolvency and the appointment of a
conservator, liquidator or statutory successor for the Reinsured, such
portion shall be payable to such conservator, liquidator or statutory
successor immediately upon demand, with reasonable provisions for
verification, on the basis of claims allowed against the Reinsured by any
court of competent jurisdiction or by a conservator, liquidator or
statutory successor of the Reinsured having authority to allow such
claims, without diminution because of such insolvency or because such
conservator, liquidator or statutory successor had failed to pay all
or a portion of any claims.

2. The Reinsured's conservator, liquidator, or statutory successor shall give
the Reinsurer written notice of the pendency of a claim against the
Reinsured indicating the Policy within a reasonable time after such claim
is filed. The Reinsurer may interpose, at its own expense, in the
proceeding where such claim is to be adjudicated, any defense or defenses
that it may deem available to the Reinsured, or its conservator,
liquidator or statutory successor.

3. Any expense incurred by the Reinsurer, pursuant to paragraph 2 above,
shall be payable subject to court approval out of the estate of the
Reinsured as part of the expense of conservation or liquidation to the
extent of the Reinsurer's portion of the benefit which may accrue to the
Reinsured in conservation or liquidation, solely as a result of the
defense undertaken by the Reinsurer. Where two or more reinsurers are
participating in the same claim and a majority in interest elect to
interpose defense to such claim, the expense shall be apportioned in
accordance with the terms of this Agreement as though such expense had
been incurred by the Reinsured.

ARTICLE VIII
REGULATORY COMPLIANCE

1. The Reinsurer agrees to maintain licenses, provide any required security
and to comply with other regulations to the extent necessary for the
Reinsured to receive statutory reserve credit in all jurisdictions in which
the Reinsured is licensed on the Effective Date of this Agreement for the
reinsurance ceded under this Agreement.

ARTICLE IX
DURATION OF AGREEMENT

1. This Agreement shall be unlimited as to its duration but may be reduced or
terminated as provided in this Article below.

2. The Reinsured may reduce the reinsurance quota share ceded on new business
to any amount at its option from the percentage specified in Article I, at
any time the total Contract Values on the portion of the business ceded to
the Reinsurer exceeds $1,000,000,000. The Reinsured may increase the quota
share on new business to any amount at its option at any time the total
Contract Values on the portion of the business ceded to the Reinsurer
exceeds $333,333,333. The excess amounts stated in this paragraph shall
apply to the combined excess amounts of the Reinsured and those of The
Travelers Insurance Company, which are covered under Reinsurance Agreement
No. 7022-2, effective June 1, 1994.

3. Any time on or after the tenth anniversary of this Agreement, the Reinsured
may, upon ninety (90) days written notice, elect to cancel the reinsurance
in force under the Agreement. Upon such termination, the Reinsured will owe
the Reinsurer a Recapture Charge (if positive) equal to the accumulated
value of claims paid by the Reinsurer to date minus 90% of the accumulated
value of the premiums paid by the Reinsured to date, each at an annual
effective interest rate of 10%.

4. The Reinsured may cancel this Agreement for new business and cancel the
inforce reinsurance previously ceded under this Agreement with no Recapture
Charge upon the occurrence of either of the following events:

(a) The statutory capital and surplus of the Reinsurer falls below the NAIC
Authorized Control Level Risk Based Capital; or

(b) The Reinsured loses reserve credit in a jurisdiction in which it was
licensed on the effective date of this Agreement and the Reinsured and
the Reinsurer have not been able to correct the loss of reserve credit
within ninety (90) days after receiving notice of the loss.

5. Upon one hundred eighty (180) days written notice, either the Reinsured or
the Reinsurer may cancel this Agreement for new business any time on or
after the third anniversary of this Agreement.

ARTICLE X
ARBITRATION

1. In the event of any difference arising hereafter between the contracting
parties with reference to any transaction under this Agreement, the same
shall be referred to three arbitrators who must be current or former
executive officers of life insurance or life reinsurance companies other
than the two parties to this Agreement or their affiliates, each of the
contracting companies to appoint one of the arbitrators and such two
arbitrators to select the third. If either party refuses or neglects to
appoint an arbitrator within sixty (60) days after receipt of the written
request for arbitration, the other party may appoint a second arbitrator.

2. If the two arbitrators fail to agree on the selection of a third arbitrator
within sixty (60) days of their appointment, each of them shall name three
individuals, of whom the other shall decline two, and the decision shall be
made by drawing lots.

3. The arbitrators shall consider this Reinsurance Agreement not merely as a
legal document but also as a gentlemen's agreement. In resolving the
dispute, the arbitrators will give full consideration to the customs and
practices of the life insurance and life reinsurance industry, insofar as
they are not in conflict with the specific terms of this Agreement. The
arbitrators shall decide by a majority vote. There shall be no appeal from
this written decision.

4. Unless the arbitrators decide otherwise, each party shall bear the expense
of its own arbitration, including its arbitrator and outside attorney fees,
and shall jointly and equally bear with the other party the expense of the
third arbitrator. Any remaining costs of the arbitration proceedings shall
be apportioned by the Board of Arbitrators.

ARTICLE XII
DAC TAX - SECTION 1.848-2(G) (8) ELECTION

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

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

3. 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).

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

5. The Reinsured will submit a schedule to the Reinsurer by May 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 Reinsured stating that the Reinsured will
report such net consideration in its tax return for the preceding calendar
year.

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

7. If the Reinsurer contests the Reinsured'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 Reinsurer
submits its alternative calculation. If the Reinsured 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 XII
ENTIRE AGREEMENT

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

ARTICLE XIII
OFFSET

1. The Reinsured and the Reinsurer shall have, and may exercise at any time,
the right to offset any balance or balances due one party to the other, its
successors or assigns, against balances due the other party under this
Agreement. This right of offset shall not be affected or diminished because
of insolvency of either party to this Agreement.

ARTICLE XIV
EXECUTION

In witness of the above, this Agreement is signed in duplicate at the dates and
places indicated and shall be effective as of July 1, 1995.

THE TRAVELERS LIFE TRANSAMERICA OCCIDENTAL
AND ANNUITY COMPANY LIFE INSURANCE COMPANY
at Hartford, Connecticut, at Charlotte, North Carolina,
on August 2, 1995. on May 25, 1995.

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

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

SCHEDULE A
BUSINESS REINSURED

1. The insureds must purchase contracts from the Reinsured consistent with its
normal procedures and practices and be residents at issue of the United
States, Bahamas, British Virgin Islands, Guam, Puerto Rico or U.S. Virgin
Islands.

2. Form Name and Type

Non Tax Qualified Tax Qualified
Form Numbers Forms Numbers
----------------- --------------

TL-12756 TL-12778
TL-12757 TL-12779
TL-12757E TL-12779E
TL-12758 TL-12780
TL-12759 TL-12781
TL-12791 TL-12794
TL-12793 TL-12768
TL-12769
TL-12770

SCHEDULE B
MONTHLY REPORTING

1. Premiums due the Reinsurer

2. Claims Payable by the Reinsurer

3. Current Account Value by fund and split by issue ages 0-64 and 65 +.

SCHEDULE C
ADDITIONAL MONTHLY REPORTING

1. Annualized unit return on each fund

2. Direct premium received by the Reinsured

3. Listing of contracts with account values in excess of $2 million.

SCHEDULE D
QUARTERLY REPORTING

1. Current account value split by fund, sex and attained age.

2. Cash surrender value split by attained age

SCHEDULE E
ANNUAL REPORTING

Notification of any change in fund structure, e.g., addition or deletion of
fund, change in investment policy or fund manager, etc., that would require a
change to the Prospectus.

SCHEDULE F
FUNDS OR ACCOUNTS

STOCK FUNDS
▇▇▇▇▇ ▇▇▇▇▇▇ Income & Growth Portfolio
Alliance Growth Portfolio
American Capital Enterprise Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ International Equity Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ Pacific Basin Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ Total Return Portfolio

BOND FUNDS
TBC Managed Income Portfolio
▇▇▇▇▇▇ Diversified Income Portfolio
G. T. Global Strategic Income Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ High Income Portfolio

ASSET ALLOCATION/BALANCED FUNDS
MFS Total Return Portfolio

MONEY FUNDS
▇▇▇▇▇ ▇▇▇▇▇▇ Money Market Portfolio

FIXED ACCOUNT
Travelers Fixed Account

AMENDMENT

No. 1

This Amendment, made by and between THE TRAVELERS LIFE AND ANNUITY COMPANY,
(referred to as the Reinsured), and TRANSAMERICA OCCIDENTAL LIFE INSURANCE
COMPANY, (referred to as the Reinsurer), is attached to and becomes a part of
the Automatic Annuity Reinsurance Agreement (No. 7023-1), dated July 1, 1995.

The following Funds or Accounts and their effective dates are added to
Schedule F:

AIM Capital Appreciation Portfolio Effective October 9, 1995
MFS Emerging Growth Portfolio Effective October 31, 1996
▇▇▇▇▇ ▇▇▇▇▇▇ Concert Series Effective March 10, 1997

This Amendment does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Amendment, and it is subject otherwise to all the
terms and conditions of the Reinsurance Agreement together with all amendments
and supplements thereto.

Executed in duplicate by Executed in duplicate by
THE TRAVELERS LIFE TRANSAMERICA OCCIDENTAL
AND ANNUITY COMPANY LIFE INSURANCE COMPANY
at Hartford, Connecticut, at Charlotte, North Carolina,
on December 18, 1997. on July 30, 1997.

By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
--------------------- -------------------------
Title Actuary Second Vice President

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

AMENDMENT

NO. 2

This Amendment, effective June 1, 1997, made by and between THE TRAVELERS LIFE
AND ANNUITY COMPANY, (referred to as the Reinsured), and TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY, (referred to as the Reinsurer), is attached to and
becomes a part of the Automatic Annuity Reinsurance Agreement (No. 7023-1),
dated July 1, 1995

The Reinsured and the Reinsurer hereby agree that any new Flexible Premium
Deferred Variable Annuity Policies which include the Enhanced Death Benefit
and which have a Contract Date of June 1, 1997 or later will not be
reinsured under this Agreement.

Executed in duplicate by Executed in duplicate by
THE TRAVELERS LIFE TRANSAMERICA OCCIDENTAL
AND ANNUITY COMPANY LIFE INSURANCE COMPANY
at Hartford, Connecticut at Charlotte, North Carolina,
on December 18, 1997. on July 30, 1997.

By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
--------------------- -------------------------
Title Actuary Second Vice President

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

AMENDMENT

No. 3

This Amendment, effective June 30, 1998, made by and between THE TRAVELERS LIFE
AND ANNUITY COMPANY, (referred to as the Reinsured), and TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY, (referred to as the Reinsurer), is attached to and
becomes a part of the Automatic Annuity Reinsurance Agreement (No. 7023-1),
dated July 1, 1995.

The Reinsured and the Reinsurer hereby agree that this Agreement is
terminated for new business with contracts dates of July 1, 1998 and later.

By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
--------------------- -------------------------
Title Actuary Second Vice President

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

CONFIDENTIALITY AGREEMENT ADDENDUM

This Confidentiality Agreement Addendum is entered into by and between
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY (hereinafter referred to as "we"
and "us") and THE TRAVELERS INSURANCE COMPANY (hereinafter referred to as "you")
and amends the reinsurance agreement(s) between the parties effective July 1,
2002.

We agree to protect and hold all nonpublic personal policyholder
information you provide to us in conjunction with a reinsurance agreement in
strict confidence and to take reasonable steps necessary to protect the
nonpublic personal information from unauthorized or inadvertent disclosure.
Nonpublic personal information includes health information, financial
information and other information provided to us in conjunction with carrying
out our obligations under a reinsurance agreement with your company.

It is understood and the parties agree that we will not be prohibited from
disclosing such nonpublic personal information as might be necessary for
purposes of retrocession of the reinsured business, during the course of
external audits, or as required by applicable law or court order.

Our obligation to maintain the confidentiality of nonpublic personal
information provided to us shall survive termination of the reinsurance
agreement and shall remain in effect for as long as the nonpublic personal
information remains in our possession.

Executed on behalf of:

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

BY: /s/ [ILLEGIBLE] BY: /s/ [ILLEGIBLE]
--------------------- -------------------------
VICE PRESIDENT VICE PRESIDENT

DATE: 7/23/02 DATE: 7/23/02

THE TRAVELERS INSURANCE COMPANY

BY: /s/ [ILLEGIBLE] BY:
--------------------- -------------------------
TITLE: [ILLEGIBLE] TITLE:

DATE: 9/12/02 DATE:
-----------------------

THE TRAVELERS LOGO]

Document Metadata

Document Metadata

Table of Contents