GENERAL & COLOGNE LIFE RE AUTOMATIC YEARLY RENEWABLE TERM REINSURANCE AGREEMENT #S145-105

GENERAL & COLOGNE LIFE RE

AUTOMATIC YEARLY RENEWABLE TERM
REINSURANCE AGREEMENT #S145-105

between

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

WORCESTER, MASSACHUSETTS

and

GENERAL & COLOGNE LIFE RE OF AMERICA

REINSURANCE AGREEMENT
SUMMARY

COMPANY: First Allmerica Financial Life Insurance Company

AGREEMENT NUMBER: S145-105

ACCOUNT NUMBER: 3753

REINSURER: General & Cologne Life Re of America

EFFECTIVE DATE: January 1, 2001

PLANS COVERED: See Exhibit A

TYPE OF TREATY: Automatic YRT

RETENTION: See Exhibit A

BINDING LIMIT: See Exhibit A

PREMIUMS: See Exhibit B

ADMINISTRATIVE BASIS: See Exhibit C

POLICY FEE: None

PREMIUM TAX: Not reimbursed

MINIMUM CESSION: None

MINIMUM FACULTATIVE
SUBMISSION: Greater of $50,000 or the plan minimum reinsurance
risk per cession.

JUMBO LIMIT: All life insurance inforce and applied for with
all companies, shall not be more than $35,000,000.

RECAPTURE: After ten (10) policy years for single life cases
and after twenty (20) policy years for joint life
cases.

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 While Retaining Less Than Full 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

ARTICLE VI. REDUCTIONS, TERMINATIONS, AND CHANGES 6
A. Reductions and Terminations
B. Increases
C. Nonforfeiture Benefits
D. Reinstatement

ARTICLE VII. CONVERSIONS, EXCHANGES AND REPLACEMENTS 7
A. Conversions
B. Exchanges and Replacements

ARTICLE VIII. PREMIUMS 8
A. Payment of Premiums
B. Delayed Payment
C. Failure to Pay Premiums
D. Premium Rate Guarantee

ARTICLE IX. CLAIMS 9
A. Liability
B. Proof of Loss
C. Settlement
D. Contested Claims
E. Extra Contractual Obligations
F. Misstatement

TABLE OF CONTENTS
PAGE
----

ARTICLE X. RECAPTURE 11

ARTICLE XI. GENERAL PROVISIONS 12
A. Premium Tax
B. Offset
C. Currency
D. Company Data
E. Errors and Omissions
F. Inspection of Records

ARTICLE XII. DAC TAX 13

ARTICLE XIII. INSOLVENCY 14

ARTICLE XIV. ARBITRATION 15

ARTICLE XV. DURATION OF AGREEMENT 16

ARTICLE XVI. EXECUTION 17

EXHIBIT A - PLANS, RETENTION AND BINDING LIMITS

EXHIBIT B - REINSURANCE PREMIUMS

EXHIBIT C - REPORTING METHOD

ARTICLE I

PARTIES TO THE AGREEMENT

This is an agreement for indemnity reinsurance (the "Agreement") solely between
First Allmerica Financial Life Insurance Company (the "Company") and General &
Cologne Life Re of America, a Connecticut Corporation (the "Reinsurer"). 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.

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, Canada, Puerto Rico,
Guam and the Virgin Islands and the reinsurance premiums continue to be
paid in accordance with this Agreement.

B. COVERAGES. Life insurance is 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 see and the Reinsurer shall automatically accept as reinsurance under
the terms and conditions of this Agreement, liability on individual life
insurance on such life, provided that the policies are issued directly by
the Company on those plans of insurance shown in Exhibit A and fully
underwritten by employees of the Company in accordance with the Company's
usual underwriting standards and requirements which the Reinsurer has
acknowledged in writing. Any deviation from the agreed upon underwriting
guidelines shall be approved by the Reinsurer in advance.

Reinsurance shall 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
(5) years, or
4. the substandard mortality rating assessed to the risk exceeds Table P
(500%) or its equivalent on an extra premium basis, 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, 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 Exhibit A.

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 RECEIPT. 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. The Reinsurer must be notified of any
change in the Conditional Receipt.

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 RECEIPT. 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

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. 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 the net amount at risk at each duration minus the amount
retained by the Company. The Reinsurer's share is shown in Exhibit A.

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 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 by a like amount in order to remain fully retained on
the risk. If there is more than one reinsured policy on the life, the
reduction will apply first to the policy being reduced and then, on a
chronological basis, to other reinsured policies on the life commencing
with that policy most recent issued. 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. 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 one hundred fifty
percent (150%) of standard or the equivalent in flat extra premium unless
the Reinsurer specifically agrees in advance to do so.

D. 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 ninety (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 shall be the
premiums shown in Exhibit B. Reinsurance premiums are payable in accordance
with the method outlined in Exhibit C.

B. DELAYED PAYMENT. Premium balances which remain unpaid for more than sixty
(60) days shall incur interest from the due date, calculated from that date
by using the thirteen (13) week U.S. Treasury ▇▇▇▇ rate reported for the
last working day of the calendar month in the "Money Rates" section of THE
WALL STREET JOURNAL or comparable publications.

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 Reinsurer's right to collect premiums
for the period reinsurance was in force prior to the expiration of the
thirty (30) day notice.

D. PREMIUM RATE GUARANTEE. The Reinsurer anticipates continuing to accept
premiums on the basis of the rates shown in Exhibit B, however, the
Reinsurer can only guarantee that the life reinsurance premium rates
payable under this Agreement shall not exceed the one-year term net
premiums computed on the 1980 CSO Mortality Table at the maximum valuation
interest rate allowable for the policies reinsured. If the Reinsurer should
raise reinsurance premium rates pursuant to this Agreement, that does not
align with a similar increase in the direct premium rates by the Company,
the Company, at its option, may recapture reinsured amounts in force.

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 (20) 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
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. 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.

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 certain contested claims shall require written
consent by the Reinsurer. If the Reinsurer agrees to participate, expenses
reimbursed 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.

A. 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.

B. 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 (10) years for single life cases and for twenty (20)
years for joint life cases.

C. 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.

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

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

F. 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.

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 reinsured.

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
1.848-2(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.

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

B. The terms used in this Article are defined by reference to Regulation
Section 1.848-2 in effect as of December 29, 1992. The term "net
consideration" will refer to net consideration as defined in Treasury
Regulation Section 1.848-2(f).

C. 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).

D. 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.

E. The Company will submit a schedule to the Reinsurer 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 Company stating that the Company will report
such net consideration in its tax return for the preceding calendar year.

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

G. If the Reinsurer contests the Company'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 Reinsurer and the Company 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 Reinsurer's 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 (2) 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 receiver, or statutory
successor, the balance of such amounts withheld as may remain.

In the event of the insolvency of the Reinsurer, the Company may, upon
ninety (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.

Each of the parties will appoint one of the arbitrators and these two
arbitrators will select the third (the "Umpire"). In the event that either party
should fail to choose an arbitrator within thirty (30) days following a written
request by the other party to do so, the requesting party may choose two
arbitrators who will in turn choose an Umpire before entering upon arbitration.
If the two arbitrators fail to agree upon the selection of an Umpire within
thirty (30) days following their appointment, either party may ask ▇▇▇▇▇ US to
appoint the Umpire. However, if ▇▇▇▇▇ US is unable to appoint an Umpire who is
impartial and who is or was a present or former officer of a life insurance or
life reinsurance company other than the parties or their affiliates, then either
party may ask the American Arbitration Association to appoint the Umpire
pursuant to the Uniform Arbitration Act, in which case the requirement that the
Umpire be a present or former officer of a life insurance or a life reinsurance
insurance company shall be waived. In the event that more than one reinsurer is
involved in the same dispute, you will cooperate with any reasonable request we
make to consolidate the arbitration proceedings.

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 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.

Each party shall bear the expense of its own arbitrator, and shall jointly and
equally bear with the other the expense of the third arbitrator and the
arbitration. In the event, that the two arbitrators are chosen by one party, as
provided above, the expense of the arbitrators and the arbitration shall be
divided equally between the two parties.

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 the 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, recapture or expiry of the insurance
reinsured, except as provided in Article VIII.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 hereto by their respective duly authorized
representatives have executed this Agreement No. S145-105 in duplicate at the
dates and places indicated with an effective date of January 1, 2001.

FIRST ALLMERICA LIFE INSURANCE COMPANY

BY: /s/
---------------------------------

TITLE: Vice President & Actuary
---------------------------------

DATE: 10/8/2001
---------------------------------

ATTEST: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------

GENERAL & COLOGNE LIFE RE OF AMERICA

BY: /s/
---------------------------------

TITLE: Vice President
---------------------------------

DATE: 8/30/01
---------------------------------

ATTEST: /s/
---------------------------------

EXHIBIT A

PLANS, RETENTION AND BINDING LIMITS

1. PLANS REINSURED
VEL 93 (SL through career agency)
Select Life (SL through BD)
Variable Inheritage (JL through career agency)
Select Inheritage (JL through BD)

2. RETENTION
First dollar quota share with a twenty percent (20%) retention on each
policy up to the specified maximum retention based on age and class, not to
exceed a maximum of $2,000,000.

STANDARD RISKS, SPECIAL CLASSES A THROUGH H SPECIAL CLASSES, J, L, & P, AND FLAT EXTRAS
AGES AND FLAT EXTRAS OF $20.00 OR LESS OF $20.01 AND OVER
----- ------------------------------------------- -------------------------------------------

0 $ 500,000 $ 250,000
1-60 $ 2,000,000 $ 1,000,000
61-70 $ 1,000,000 $ 500,000
71-80 $ 500,000 $ 250,000
81-89 $ 500,000 up to Table F $ 0

Notes: The above maximum limits are also the maximums on any one
life for all plans and riders combined. The minimum size
reinsurance case will be $50,001.

Aviation: Any situation involving aviation will use a $500,000
retention.

Survivorship: For survivorship contracts, the Company's retention schedule
is the same as for single life. The retention for a
survivorship case is based on the age/rating of the
healthier insured. If both insureds are equally healthy, the
retention is based on the older insured.

3. REINSURER'S PARTICIPATION
The Reinsurer shall have a 12.5% quota share of the business reinsured
under this Agreement.

4. AUTOMATIC BINDING LIMITS
Automatic reinsurance coverage shall apply only to residents of the United
States, U.S. Virgin Islands, Puerto Rico, Guam and Canada. Automatic
binding authority shall not apply to risks which at the time of issue
exceed age 85 or that have a substandard mortality rating greater than
Table P (500%) or its Flat Extra equivalent.

For life, not to exceed $15,000,000 initial amount per life. Initial and
ultimate amounts not to exceed $6,000,000 to the Reinsurer.

5. CONDITIONAL RECEIPT LIMIT
The Reinsurer's proportionate share of the $500,000 maximum conditional
receipt limit.

6. MINIMUM CESSION
None.

7. JUMBO LIMITS
The Company shall not cede automatically to the Reinsurer any risk on an
individual life where the amount of life insurance in force in all
companies plus the amount applied for exceeds $35,000,000.

EXHIBIT B

REINSURANCE PREMIUMS

ANNUAL PREMIUM. The annual reinsurance premiums for the life risk shall be at
the rate scale attached as Exhibit B.1, for the insured's age and table rating,
if any, plus any policy fees associated with the scale.

Reinsurance rates to be used for single and joint lives are the following
percentages of the 75-80 M/F S&U Table for all years. Rates for joint lives are
prior to Frasierization.

Preferred Nonsmoker 33%
Standard Nonsmoker 49%
Preferred Smoker 92%
Standard Smoker 112%

Minimum premium is $0.15 per $1,000.

SUBSTANDARD RATINGS. Premiums increased by 25% per Table. Allowances are the
same as those for life benefits.

FLAT EXTRAS. In the event that a risk is accepted and ceded with a flat extra
premium, the total premium remitted to the Reinsurer shall include the flat
extra premium minus the allowances shown below.

TYPE OF FLAT EXTRA PREMIUM FIRST YEAR RENEWAL
-------------------------- ---------- -------

Temporary Flat (1-5 years) 10% 10%
Permanent Flat Extra (6 years and greater) 75% 10%

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
thirty (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 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

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 date 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. Changes/terminations
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 the 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.

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 - policies 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.

5. Accounting information - premiums summarized for life, critical illness,
ADB, 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, critical illness, ADB and substandard deficiency - for automatic
and facultative where applicable.

7. Policy information - summary of the current period's activity and monthly
totals, reporting the number of policies and reinsurance amount.

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

GENERAL & COLOGNE LIFE RE AUTOMATIC YEARLY RENEWABLE TERM REINSURANCE AGREEMENT #S145-105

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