EXHIBIT 99.2 COINSURANCE AGREEMENT

EXHIBIT 99.2

COINSURANCE AGREEMENT

between

▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL LIFE INSURANCE COMPANY

and

UNICARE LIFE & HEALTH INSURANCE COMPANY

TABLE OF CONTENTS
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ARTICLE I. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II. REINSURANCE CLOSING; CONDITIONS TO REINSURANCE CLOSING. . . 9

2.1 Reinsurance Closing. . . . . . . . . . . . . . . . . . . . . . 9
2.2 Conditions to Reinsurance Closing. . . . . . . . . . . . . . . 9

ARTICLE III. COINSURED POLICIES . . . . . . . . . . . . . . . . . . . . 10
3.1 Coinsured Policies . . . . . . . . . . . . . . . . . . . . . . 10
3.2 Liability of Reinsurer . . . . . . . . . . . . . . . . . . . . 10
3.3 Regulatory Filings and Approvals . . . . . . . . . . . . . . . 11

ARTICLE IV. GBO EXCLUDED BUSINESS . . . . . . . . . . . . . . . . . . . 11

4.1 Coinsurance Agreement Inapplicable to GBO Excluded Business. . 11
4.2 Company's Indemnification for GBO Excluded Business. . . . . . 11

ARTICLE V. EXISTING GBO POLICIES. . . . . . . . . . . . . . . . . . . . 11

5.1 Reinsurance of Existing GBO Policies at Effective Time . . . . 11
5.2 Value of Reserves. . . . . . . . . . . . . . . . . . . . . . . 11
5.3 Reinsurer's Indemnification for Existing GBO Policies. . . . . 12
5.4 Company's Indemnification for Existing GBO Policies. . . . . . 12

ARTICLE VI. TRANSITION GBO POLICIES . . . . . . . . . . . . . . . . . . 12

6.1 Issuance of Transition GBO Policies by the Company . . . . . . 12
6.2 Reinsurance of Transition GBO Policies . . . . . . . . . . . . 13
6.3 Reinsurer's Indemnification for Transition GBO Policies. . . . 13
6.4 Company's Indemnification for Transition GBO Policies. . . . . 13
6.5 Maintenance of Licenses. . . . . . . . . . . . . . . . . . . . 14
6.6 Limitations on Writing of Transition GBO Policies. . . . . . . 14

ARTICLE VII. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . 15

7.1 Reinsurer's Recordation of Liabilities . . . . . . . . . . . . 15

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7.2 Administration . . . . . . . . . . . . . . . . . . . . . . . . 15
7.3 Authorized Representatives . . . . . . . . . . . . . . . . . . 15
7.4 Maintenance and Inspection of Records. . . . . . . . . . . . . 16
7.5 Misunderstandings and Oversights . . . . . . . . . . . . . . . 16
7.6 Age, Sex and Other Adjustments . . . . . . . . . . . . . . . . 16
7.7 Reinstatements . . . . . . . . . . . . . . . . . . . . . . . . 16
7.8 Contract Changes or Reserve Assumption Changes . . . . . . . . 17
7.9 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE VIII. CONSIDERATION FOR REINSURANCE AND POLICY PREMIUMS . . . . 18

8.1 Assets to be Transferred at Effective Time . . . . . . . . . . 18
8.2 Transition GBO Policies. . . . . . . . . . . . . . . . . . . . 18
8.3 Policy Premiums and Other Amounts. . . . . . . . . . . . . . . 18

ARTICLE IX. BENEFITS AND OTHER PAYMENTS BY REINSURER. . . . . . . . . . 18

9.1 Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.2 Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
9.3 Claims Payments. . . . . . . . . . . . . . . . . . . . . . . . 19
9.4 Remittance of Third Party Reinsurance. . . . . . . . . . . . . 19
9.5 Allowance for Commissions and Expenses . . . . . . . . . . . . 20
9.6 Experience Rating Refunds. . . . . . . . . . . . . . . . . . . 20

ARTICLE X. DUTY OF COOPERATION. . . . . . . . . . . . . . . . . . . . . 20

10.1 Duty of Cooperation . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE XI. ACCOUNTING AND SETTLEMENT . . . . . . . . . . . . . . . . . 21

11.1 Remittances. . . . . . . . . . . . . . . . . . . . . . . . . . 21
11.2 Quarterly Report . . . . . . . . . . . . . . . . . . . . . . . 21
11.3 Amounts Due Either Party . . . . . . . . . . . . . . . . . . . 21
11.4 Interest on Delayed Payments . . . . . . . . . . . . . . . . . 21

ARTICLE XII. DURATION AND TERRITORY . . . . . . . . . . . . . . . . . . 22

12.1 Duration . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
12.2 Reinsurer's Liability. . . . . . . . . . . . . . . . . . . . . 22
12.3 Territory. . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE XIII. INSOLVENCY. . . . . . . . . . . . . . . . . . . . . . . . 22

13.1 Payments by Reinsurer. . . . . . . . . . . . . . . . . . . . . 22
13.2 Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE XIV. ARBITRATION. . . . . . . . . . . . . . . . . . . . . . . . 23

14.1 General. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

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ARTICLE XV. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . 23

15.1 The Reinsurer . . . . . . . . . . . . . . . . . . . . . . . . 23
15.2 The Company . . . . . . . . . . . . . . . . . . . . . . . . . 24
15.3 Indemnification Procedures. . . . . . . . . . . . . . . . . . 24
15.4 Survival of Article . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE XVI. MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . 24

16.1 No Third Party Beneficiaries. . . . . . . . . . . . . . . . . 24
16.2 Headings and Exhibit. . . . . . . . . . . . . . . . . . . . . 25
16.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 25
16.4 Severability. . . . . . . . . . . . . . . . . . . . . . . . . 26
16.5 Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . 26
16.6 Successors and Assigns. . . . . . . . . . . . . . . . . . . . 26
16.7 Execution in Counterparts . . . . . . . . . . . . . . . . . . 26
16.8 Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . 27
16.9 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
16.10 Interpretation. . . . . . . . . . . . . . . . . . . . . . . . 27
16.11 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . 27
16.12 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 27

EXHIBIT A QUARTERLY/ANNUAL REPORT

iii

COINSURANCE AGREEMENT

This Coinsurance Agreement (the "Coinsurance Agreement") is made and
entered into as of the Effective Time (as hereinafter defined), between ▇▇▇▇
▇▇▇▇▇▇▇ MUTUAL LIFE INSURANCE COMPANY, a mutual life insurance company organized
under the laws of Massachusetts (the "Company"), and UNICARE LIFE & HEALTH
INSURANCE COMPANY, a stock life insurance company organized under the laws of
Delaware (the "Reinsurer").

WHEREAS, the Company and WellPoint Health Networks Inc., a California
corporation ("WellPoint") and the indirect parent of the Reinsurer, have entered
into a Purchase and Sale Agreement, dated as of October 10, 1996, as amended,
(the "Purchase Agreement"), which provides for the sale by the Company to
WellPoint and the Reinsurer of the GBO Included Business (as hereinafter
defined); and

WHEREAS, to effect such sale of the GBO Included Business, the
Purchase Agreement provides for, among other things, the sale and transfer by
the Company to WellPoint or the Reinsurer of the GBO Division Assets (as
hereinafter defined) and the assignment by the Company, and assumption by
WellPoint or the Reinsurer, of the GBO Division Liabilities (as hereinafter
defined), as well as the sale by ▇▇▇▇ ▇▇▇▇▇▇▇ Subsidiaries, Inc., a wholly-owned
subsidiary of the Company, of the GBO Subsidiary Shares (as hereinafter defined)
to WellPoint; and

WHEREAS, certain of the GBO Division Assets are to be sold and
transferred by the Company to the Reinsurer, and certain of the GBO Division
Liabilities are to be transferred by the Company and assumed by the Reinsurer,
under this Coinsurance Agreement; and

WHEREAS, the Company has agreed to cede to the Reinsurer, and the
Reinsurer has agreed to accept and indemnity reinsure, on a 100% coinsurance
basis, all of the Reserves and Liabilities (as hereinafter defined) arising
under or with respect to the Coinsured Policies (as hereinafter defined) as
contemplated by the Purchase Agreement and this Coinsurance Agreement; and

WHEREAS, the Reinsurer has agreed to perform administrative services
with respect to the Coinsured Policies pursuant to an administration agreement
(the "Administration

Agreement") entered into between the Company and the Reinsurer as of the
Effective Time; and

WHEREAS, the Company and the Reinsurer may, at the option of the
Reinsurer, enter into an Assumption Agreement substantially in the form attached
as Annex C to the Purchase Agreement (the "Assumption Agreement"), under which
Reinsurer may, in its sole discretion, assumption reinsure such Coinsured
Policies, with a concurrent novation and complete release of the Company from
any liability under such Coinsured Policies, on a state by state basis after the
Effective Time upon the receipt of any and all applicable regulatory approvals
and notice to relevant policyholders followed by expiration of the applicable
period with no opt out by such policyholders or the obtaining of required
consents from such policyholders, as the case may be.

NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the Company and the Reinsurer mutually agree as
follows:

ARTICLE I.

DEFINITIONS

As used in this Coinsurance Agreement, the following capitalized terms
shall have the following meanings (definitions are applicable to both the
singular and the plural forms of each term defined in this Article I):

"ACCOUNTING PERIOD" means a calendar quarter, except that the first
Accounting Period shall be the period commencing with the Effective Time and
ending with the last day of then current calendar quarter, and the final
Accounting Period shall be the period commencing with the first day of the
calendar quarter that includes the day on which the Company's liability under
the last Coinsured Policy either terminates or is novated, and ending on such
day.

"ADMINISTRATION AGREEMENT" shall have the meaning set forth in the
fifth recital hereof.

"AFFILIATE" of a specified Person means a Person that (at the time
when the determination is to be made) directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, the specified Person. As used in the foregoing

sentence, the terms "control" (including, with correlative meaning, the terms
"controlling," "controlled by" and "under common control with") means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

"ASO CONTRACT" means a Contract issued by the Company pursuant to
which the Company provides only administrative services to customers of the GBO
Business.

"ASSUMPTION AGREEMENT" shall have the meaning set forth in the sixth
recital hereof.

"BENEFITS" shall have the meaning set forth in Section 9.1 hereof.

"BUSINESS DAY" means any day (other than a Saturday or Sunday) on
which banks are permitted to be open and transact business in Boston,
Massachusetts and Los Angeles, California.

"CLOSING GAAP BALANCE SHEET" shall have the meaning set forth in
Section 1.5(a) of the Purchase Agreement.

"COINSURED POLICIES" means the Existing GBO Policies and the
Transition GBO Policies.

"COMMISSIONS" means all sales commissions, production bonuses or other
payments in cash or kind payable to agents in the ordinary course of business
with respect to the origination or renewal of any Coinsured Policies.

"CONTRACTS" means all agreements or contracts, including, without
limitation, all ASO Contracts, reinsurance agreements, coinsurance agreements,
pooling agreements, network agreements, agents', brokers' and other
intermediaries' agreements, mortgages, indentures, notes, guarantees, leases,
purchase agreements and sale agreements.

"EFFECTIVE TIME" shall have the meaning set forth in Section 2.1
hereof.

"EXISTING GBO POLICIES" means all GBO Business Policies other than GBO
Excluded Business Policies issued by the Company before the Effective Time which
are in effect on the Effective Time and such GBO Business Policies not in effect
on the Effective Time, for which Reserves have been

established on the Closing GAAP Balance Sheet, which will be coinsured by
Reinsurer at the Effective Time (but excluding all coverages other than life,
accidental death and dismemberment, survivor income benefits, long-term
disability and short-term disability coverages which expired more than three (3)
years prior to the Effective Time and which are part of the GBO Included
Business) pursuant to this Coinsurance Agreement.

"EXTRA CONTRACTUAL OBLIGATIONS" means (i) liabilities which arise from
negligence or bad faith in claims practices with respect to Coinsured Policies,
or (ii) liabilities for loss in excess of the limit of the Company's original
policy applicable to any Coinsured Policy. Notwithstanding the foregoing, the
Reinsurer shall have no liability for any Extra Contractual Obligations to the
extent they arise out of or are based on bad faith claims practices, willful
misconduct, fraud or gross negligence of the Company or its Affiliates (without
attributing to the Company or its Affiliates the actions of the Reinsurer or its
Affiliates).

"GBO BUSINESS" means the United States, Puerto Rico and Guam group
benefit operations of the Company, including the ASO Contracts business, the
group health, group dental, group vision, group long-term disability, group
short-term disability, group accident and sickness, and group pharmacy business,
the business conducted by the GBO Subsidiaries, network arrangements, group life
businesses, group accidental death and dismemberment business, individual
accident and health converted business and individual life converted business,
but EXCLUDING the business conducted by HealthPlan Management Services, Inc.,
long-term care insurance, group creditor insurance and all insurance business
written outside of the United States by the International Group Program business
unit of the Company either directly by the Company or through ▇▇▇▇ ▇▇▇▇▇▇▇
Services Internacionais S/C Limitada, ▇▇▇▇ ▇▇▇▇▇▇▇ International Services, S.A.
and ▇▇▇▇ ▇▇▇▇▇▇▇ International Services Pte, Ltd., by the Maritime Life
Assurance Company, by P.T Asuransi Jiwa Bumiputera ▇▇▇▇ ▇▇▇▇▇▇▇, by P.T. Indras
Insan Jaya Utama, by ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance (Malaysia) Berhad, by ▇▇▇▇
▇▇▇▇▇▇▇ Life Assurance Company, Ltd., and by The Interlife Assurance Public
Company Ltd. or otherwise by the Company or any of its Affiliates.

"GBO BUSINESS POLICIES" means all Insurance Policies issued in the
United States, Puerto Rico or Guam by the Company as part of the GBO Business.

"GBO DIVISION ASSETS" means the GBO Included Assets held directly by
the Company.

"GBO DIVISION LIABILITIES" means the GBO Included Liabilities which
are direct obligations of the Company.

"GBO EXCLUDED BUSINESS" means (i) all group life insurance business
and/or group accidental death and dismemberment business constituting part of
the GBO Business engaged in directly by the Company ("Life or ADD") but issued
to clients of the GBO Business who are not also clients of the GBO Business with
respect to ASO Contracts business, group health, group dental, group vision,
group long-term disability, group short-term disability, group accident and
sickness, group pharmacy or network arrangements business engaged in directly by
the Company ("Accident and Health") PROVIDED, HOWEVER, that notwithstanding the
foregoing, the following shall constitute GBO Excluded Business:

(w) any Life or ADD policy which after June 30, 1996 and prior
to the date of the Purchase Agreement is sold to or committed to
a client (and disclosed to WellPoint) which was an Accident and
Health client of the GBO Business as of June 30, 1996, regardless
as to when such Life or ADD policy is actually effective,
executed or delivered;

(x) any Life or ADD policy which became effective prior to July
1, 1996 with respect to a client which subsequent to June 30,
1996 and prior to the Effective Time becomes an Accident and
Health client of the GBO Business;

(y) all guaranteed access accounts constituting part of the GBO
Business, other than such accounts affiliated with the Company,
Ford Motor Company and Digital Equipment Corporation; and

(z) all supplementary contracts without life contingencies
constituting part of the GBO Business, other than such contracts
with Ford Motor Company; and

(ii) all individual life converted insurance policies issued
prior to the Effective Time relating to or arising from the GBO Business.

"GBO EXCLUDED BUSINESS POLICIES" means all Insurance Policies
constituting part of the GBO Excluded Business.

"GBO INCLUDED ASSETS" means all right, title and interest in and to
(i) every species of property other than cash and Investment Assets, real,
personal and mixed, tangible and intangible, used primarily or exclusively in
the conduct of the GBO Included Business as of the Effective Time with such
modifications and adjustments as are set forth in Section 1.1(a) of the Purchase
Agreement, and the rights under all GBO Included Contracts as of the Effective
Time, and (ii) such amount of cash and Investment Assets as are required to be
transferred from the Company to WellPoint and/or the Reinsurer under Section 8.1
of this Coinsurance Agreement and Section 1.5 of the Purchase Agreement.

"GBO INCLUDED BUSINESS" means the GBO Business other than the GBO
Excluded Business.

"GBO INCLUDED CONTRACT" means a Contract relating primarily or
exclusively to the GBO Included Business and to which the Company or one of the
GBO Subsidiaries is a party and which is in effect as of the Effective Time.

"GBO INCLUDED LIABILITIES" means those liabilities and obligations of
the Company and the GBO Subsidiaries under the GBO Included Contracts and those
liabilities and obligations as of the Effective Time of the GBO Included
Business for which, in accordance with the Company's past accounting practices
and procedures, amounts would be included within the categories of liabilities
identified on the Form of Closing GAAP Balance Sheet, with such modification and
adjustments as are set forth in Section 1.1(a) of the Purchase Agreement. All
of the GBO Included Liabilities shall have been incurred by the Company or the
GBO Subsidiaries, as the case may be, in the ordinary course of business and
shall be within the categories reflected in the Closing GAAP Balance Sheet.

"GBO SUBSIDIARIES" means Cost Care, Inc., TriState, Inc. and ▇▇▇▇▇▇▇
Association Services Group, Inc.

"GBO SUBSIDIARY SHARES" means all of the capital stock of Cost Care,
Inc. and ▇▇▇▇▇▇▇ Association Services Group, Inc., and the 60% of the capital
stock of TriState, Inc. owned by ▇▇▇▇ ▇▇▇▇▇▇▇ Subsidiaries, Inc.

"INSURANCE POLICIES" means all insurance policies, contracts, binders
or certificates of insurance (including certificates issued with respect to
group insurance policies), and all riders, endorsements and amendments thereto.

"INVESTMENT ASSETS" means United States treasury securities or
publicly traded bonds of United States corporations rated NAIC Category 1 or 2
by the Securities Valuation Office of the National Association of Insurance
Commissioners.

"PERMITTED JURISDICTIONS" means the fifty states of the United States,
the District of Columbia, Puerto Rico and Guam.

"PERSON" means any corporation, individual, joint stock company, joint
venture, partnership, unincorporated association, governmental regulatory
entity, country, state or political subdivision thereof, trust or other entity.

"POLICYHOLDER" means a holder of a Coinsured Policy.

"PURCHASE AGREEMENT" shall have the meaning set forth in the first
recital hereof.

"QUARTERLY REPORT" shall have the meaning set forth in Section 11.2
hereof.

"REINSURANCE CLOSING" shall have the meaning set forth in Section 2.1
hereof.

"REINSURANCE CLOSING DATE" shall have the meaning set forth in Section
2.1 hereof.

"RESERVES" means the Company's reserves computed as of a specified
date and relating to the Company's business with respect to the Coinsured
Policies for all amounts of (i) unearned premiums and (ii) all losses and all
loss adjustment expenses, net of Third Party Reinsurance, calculated under SAP
and as would be described in the Company's Statutory Annual Statement on
exhibits 8, 9, 10 or 11 (or any other exhibit then applicable) to such Annual
Statement of "Liabilities, Surplus and Other Funds" as if such Annual Statement
were being filed as of such specified date.

"RESERVES AND LIABILITIES" means all of the Reserves and other
liabilities and associated rights and obligations arising under the Coinsured
Policies INCLUDING, but not

limited to, liabilities for Benefits, surrenders, returns and premium refunds,
but EXCLUDING liabilities for guaranty fund assessments and taxes that arise
from or relate to the Existing GBO Policies and are incurred during the period
ending with the Effective Time.

"SAP" means statutory accounting practices prescribed or permitted by
the Insurance Department of the Commonwealth of Massachusetts for the
preparation of annual and quarterly statements by life insurance companies.

"SERVICE AGREEMENT" means the Service Agreement entered into by the
Company, as service provider, and Reinsurer as of the Effective Time.

"THIRD PARTY REINSURANCE" shall mean all contracts of reinsurance with
The Maritime Life Assurance Company and with independent parties unaffiliated
with the Company or any of its Affiliates under which the Company's Reserves and
Liabilities with respect to the Coinsured Policies or some portion thereof are
transferred, whether or not such contracts of reinsurance are also applicable to
business other than the Coinsured Policies.

"TRANSITION GBO POLICIES" means all GBO Business Policies that are
issued or renewed by the Company after the Effective Time and coinsured by the
Reinsurer pursuant to Article VI hereof.

"TRANSITION TERMINATION DATE" means, with respect to Coinsured
Policies in each Permitted Jurisdiction, the earliest of (i) ninety (90) days
after the date that Reinsurer has obtained all licenses and form and rate
approvals necessary to write all of the GBO Business Policies other than group
life insurance policies and group accidental death and dismemberment insurance
policies in such jurisdiction, (ii) the date of consummation of assumption
reinsurance of, and novation by the Company with respect to, all Coinsured
Policies in such jurisdiction, and (iii) twenty-four (24) months from the
Reinsurance Closing Date with respect to group life, group accidental death and
dismemberment, long-term disability and survivor income Coinsured Policies, and
thirty (30) months from the date of the Reinsurance Closing Date with respect to
all other Coinsured Policies.

ARTICLE II.

REINSURANCE CLOSING; CONDITIONS TO REINSURANCE CLOSING

2.1 REINSURANCE CLOSING. The closing hereunder for the reinsurance
of the Existing GBO Policies (the "Reinsurance Closing") shall take place upon
the date of satisfaction of the conditions set forth in Section 2.2 below at the
offices of ▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ unless the
parties shall have agreed in writing to another date (such date being
hereinafter referred to as the "Reinsurance Closing Date"). This Coinsurance
Agreement shall become effective as of 12:02 A.M. Eastern Time on the
Reinsurance Closing Date (the "Effective Time") or such other time and date as
may be agreed by the parties hereto.

2.2 CONDITIONS TO REINSURANCE CLOSING. The consummation of the
transactions contemplated under this Coinsurance Agreement on the Reinsurance
Closing Date and the related obligations of the Company and the Reinsurer with
respect thereto are subject to the prior satisfaction of the following
conditions, unless waived in writing by both the Company and the Reinsurer:

(a) the Purchase Agreement shall have been executed and delivered by
the Company and WellPoint.

(b) the Administration Agreement shall have been executed and
delivered by the Company and the Reinsurer, as service provider; and

(c) the Service Agreement shall have been executed and delivered by
the Company, as service provider, and the Reinsurer; and

(d) the Assumption Agreement shall have been executed and delivered
by the Company and the Reinsurer; and

(e) consummation of all other transactions contemplated under the
Purchase Agreement, excluding those transactions contemplated under the
Assumption Agreement to be consummated after the Reinsurance Closing Date,
but including, without limitation, payment by the Reinsurer of the Purchase
Price as required by Section 1.1(b) of the Purchase Agreement, the transfer
of all of the GBO Division Assets and GBO Division Liabilities required to
be transferred at the closing under the

Purchase Agreement and not transferred under this Coinsurance Agreement, as
well as the sale of the GBO Subsidiary Shares and the receipt by the
Company or the Reinsurer, as the case may be, of any and all governmental
approvals necessary for the consummation of the transactions contemplated
under this Coinsurance Agreement and the Purchase Agreement.

ARTICLE III.

COINSURED POLICIES

3.1 COINSURED POLICIES.

(a) From and after the Effective Time, the Company hereby cedes and
the Reinsurer hereby assumes on the terms and conditions and for the
considerations hereinafter contained, a 100% coinsurance share of the Company's
Reserves and Liabilities, after reduction for Third Party Reinsurance, with
respect to Existing GBO Policies and Transition GBO Policies to be issued or
entered into by the Company in the future pursuant to this Article III,
paragraph (c) and Article VI, but excluding (i) the GBO Excluded Business
Policies and (ii) liabilities to the extent arising out of, based upon or
relating to bad faith claims practices, willful misconduct, fraud or gross
negligence of the Company or its Affiliates (without attributing to the Company
or its Affiliates the actions of the Reinsurer or its Affiliates).

(b) It is understood and agreed that the portion of the Coinsured
Policies consisting of the Existing GBO Policies shall be ceded by the Company
and reinsured by the Reinsurer in accordance with the terms, conditions and
limitations specified in Article V herein.

(c) It is further understood and agreed that the portion of the
Coinsured Policies consisting of the Transition GBO Policies shall be issued and
automatically and immediately thereupon ceded by the Company and reinsured by
the Reinsurer in accordance with the terms, conditions and limitations specified
in Article VI herein.

3.2 LIABILITY OF REINSURER. The liability of the Reinsurer with
respect to each cession shall commence obligatorily and simultaneously with that
of the Company according to the terms, conditions and limitations hereinafter

set forth. The Reinsurer shall benefit from all reductions of losses by
compromise, Third Party Reinsurance or otherwise.

3.3 REGULATORY FILINGS AND APPROVALS. The Company and the Reinsurer
agree to cooperate in good faith and use their commercially reasonable efforts
to make all necessary insurance regulatory filings and to obtain all insurance
regulatory approvals required for the consummation of the transactions
contemplated by this Coinsurance Agreement.

ARTICLE IV.

GBO EXCLUDED BUSINESS

4.1 COINSURANCE AGREEMENT INAPPLICABLE TO GBO EXCLUDED
BUSINESS. This Coinsurance Agreement does not apply to and specifically
excludes the GBO Excluded Business. The Company shall retain any and all
liabilities and risks with respect to the GBO Excluded Business Policies, and
all profit, loss or expense from the GBO Excluded Business shall be for the
account of the Company.

4.2 COMPANY'S INDEMNIFICATION FOR GBO EXCLUDED BUSINESS. The Company
shall assume and indemnify fully the Reinsurer and its Affiliates for any and
all damages, costs and expenses, including reasonable attorneys' fees and
disbursements, arising out of, based upon or relating to the GBO Excluded
Business.

ARTICLE V.

EXISTING GBO POLICIES

5.1 REINSURANCE OF EXISTING GBO POLICIES AT EFFECTIVE
TIME. Effective as of the Effective Time, the Company shall cede, and the
Reinsurer shall accept, on a 100% coinsurance basis, all of the Company's
Reserves and Liabilities, and all risks, past, present and future, except as
otherwise provided herein, with respect to the Existing GBO Policies, after
reduction for Third Party Reinsurance.

5.2 VALUE OF RESERVES. The value of the Company's Reserves as of the
Effective Time with respect to the Existing GBO Policies shall be established by
the Closing GAAP Balance

Sheet audited by Coopers & ▇▇▇▇▇▇▇, pursuant to the terms and conditions set
forth in Section 1.5 of the Purchase Agreement.

5.3 REINSURER'S INDEMNIFICATION FOR EXISTING GBO POLICIES. The
Reinsurer shall assume and indemnify fully the Company for any and all damages,
costs and expenses, including reasonable attorneys' fees and disbursements,
arising out of, based upon or relating to the Existing GBO Policies so
transferred to the Reinsurer as of the Effective Time under this Coinsurance
Agreement, including, without limitation, liabilities for Extra Contractual
Obligations; PROVIDED, HOWEVER, that the Reinsurer shall have no obligation to
indemnify hereunder for liabilities to the extent such damages, costs and
expenses arise out of, are based on or are related to any bad faith claims
practices, willful misconduct, fraud or gross negligence of the Company or its
Affiliates (without attributing to the Company or its Affiliates the actions of
the Reinsurer or its Affiliates).

5.4 COMPANY'S INDEMNIFICATION FOR EXISTING GBO POLICIES. The Company
shall assume and indemnify fully the Reinsurer for any and all damages, costs
and expenses, including reasonable attorneys' fees and disbursements, arising
out of, based upon or relating to the Existing GBO Policies to the extent such
damages, costs and expenses arise out of or are based on any bad faith claims
practices, willful misconduct, fraud or gross negligence of the Company or its
Affiliates (without attributing to the Company or its Affiliates the actions of
the Reinsurer or its Affiliates).

ARTICLE VI.

TRANSITION GBO POLICIES

6.1 ISSUANCE OF TRANSITION GBO POLICIES BY THE COMPANY. Subject to
the limitations contained in Section 6.6 hereof, the Company shall be obligated
to issue Transition GBO Policies in the Permitted Jurisdictions consisting of
GBO Business Policies that are (i) GBO Business Policies issued to Persons that
are not Policyholders as of the Effective Time excluding group term life
insurance policies and group accidental death and dismemberment policies;
PROVIDED, HOWEVER, that no such new GBO Business Policies shall be issued in
Puerto Rico or Guam, (ii) renewal GBO Business Policies (including but not
limited to those required to be issued by law) excluding renewals with respect
to the GBO Excluded Business, (iii) individual converted accident and

health policies issued pursuant to a group GBO Business Policy, and
(iv) individual converted life policies issued pursuant to a group GBO Business
Policy other than any group GBO Business Policy constituting part of the GBO
Excluded Business. The Company shall have no other obligations to issue new or
renewal or converted policies as Transition GBO Policies. In addition, any
renewal or converted policies issued by the Company as required by law after the
applicable Transition Termination Date arising directly or indirectly with
respect to any policy previously reinsured under this Coinsurance Agreement
shall constitute Transition GBO Policies and automatically and immediately be
ceded under this Coinsurance Agreement.

6.2 REINSURANCE OF TRANSITION GBO POLICIES. The Company shall cede
and the Reinsurer shall accept, on a 100% coinsured basis, all of the Company's
Reserves and Liabilities, after reduction for Third Party Reinsurance, if any,
and all risks, past, present and future, except as otherwise provided herein,
with respect to the Transition GBO Policies. All Transition GBO Policies shall
be automatically and immediately ceded to the Reinsurer as of the date such
Transition GBO Policies are issued as provided herein.

6.3 REINSURER'S INDEMNIFICATION FOR TRANSITION GBO POLICIES. The
Reinsurer shall assume and indemnify fully the Company for any and all damages,
costs and expenses, including reasonable attorneys' fees and disbursements,
arising out of, based upon or relating to the Transition GBO Policies so
transferred to the Reinsurer under this Coinsurance Agreement, including,
without limitation, liabilities for Extra Contractual Obligations; PROVIDED,
HOWEVER, that the Reinsurer shall have no obligation to indemnify hereunder for
liabilities to the extent they arise out of, are based on or are related to any
bad faith claims practices, willful misconduct, fraud or gross negligence of the
Company or its Affiliates (without attributing to the Company or its Affiliates
the actions of the Reinsurer or its Affiliates).

6.4. COMPANY'S INDEMNIFICATION FOR TRANSITION GBO POLICIES. The
Company shall assume and indemnify fully the Reinsurer for any and all damages,
costs and expenses, including reasonable attorneys' fees and disbursements,
arising out of, based upon or relating to the Transition GBO Policies to the
extent such damages, costs and expenses arise out of, are based on or are
related to any bad faith claims practices, willful misconduct, fraud or gross
negligence of the Company or its Affiliates (without attributing to the

Company or its Affiliates the actions of the Reinsurer or its Affiliates).

6.5 MAINTENANCE OF LICENSES. The Company shall use its commercially
reasonable efforts to maintain its licenses and other approvals in the Permitted
Jurisdictions to the extent necessary to issue and cede the Transition GBO
Policies pursuant to the terms of this Coinsurance Agreement.

6.6 LIMITATIONS ON WRITING OF TRANSITION GBO POLICIES. Unless
otherwise agreed to by the parties hereto, the Company shall not be required to
issue and cede Transition GBO Policies in any amount in any jurisdiction after
the Transition Termination Date for that jurisdiction; except with respect to
any renewal or conversion policies issued by the Company as required by law
after the Transition Termination Date arising directly or indirectly with
respect to any Coinsured Policy previously reinsured under this Coinsurance
Agreement. Notwithstanding any other provision of this Coinsurance Agreement,
prior to the last Transition Termination Date, the Company shall not be required
to issue and cede (i) any Transition GBO Policies if upon issuance thereof the
original gross written premiums for the aggregate of all Transition GBO Policies
issued under this Coinsurance Agreement during the first year after the
Effective Time, determined in accordance with SAP, would exceed an amount equal
to 125% of the original gross written premiums for GBO Included Business during
1996, determined in accordance with SAP, (ii) any Transition GBO Policies if
upon issuance thereof the original gross written premiums for the aggregate of
all Transition GBO Policies issued under this Coinsurance Agreement during the
eighteen (18) months after the termination of the first year after the Effective
Time, determined in accordance with SAP, would exceed an amount equal to 100% of
the original gross written premiums for GBO Included Business during 1996,
determined in accordance with SAP, (iii) any Transition GBO Policies at any time
that the Delaware Insurance Department has issued a corrective order regarding
the risk based capital level of the Reinsurer and the subject matter of such
corrective order has gone uncured for a period of thirty (30) consecutive days,
(iv) any Transition GBO Policies to the extent that any applicable law,
regulation, rule or stated position of a regulatory authority would prohibit the
insurance or reinsurance of such Transition GBO Policies as contemplated
hereunder, or (v) any Transition GBO Policies issued in a Permitted
Jurisdiction, in the event that the Reinsurer's certificate of authority to do
business in such Permitted Jurisdiction has not been obtained or has

been revoked or suspended; PROVIDED, HOWEVER, that the Company shall issue and
cede as Transition GBO Policies renewals of Existing GBO Policies issued in
Maine, New Hampshire, Guam and Puerto Rico. The Company and the Reinsurer agree
that upon the occurrence of any such event described in clause (iv) of the first
sentence of this Section, they will (y) use all commercially reasonable efforts
to construct an arrangement substantially similar to the reinsurance of the
Transition GBO Policies contemplated herein which avoids the adverse
consequences described in the immediately preceding sentence, in form and
substance and with such indemnities as shall be mutually acceptable to the
parties, or (z) use their respective commercially reasonable efforts to effect
as soon as reasonably practicable the complete transfer to the Reinsurer of the
Transition GBO Policies, and all other Coinsured Policies, with respect to which
any of the adverse effects described in the immediately preceding sentence
apply, together with a novation with respect to the Company for all such
Transition GBO Policies and other Coinsured Policies through assumption
reinsurance, cancellation and rewriting of insurance policies or another
arrangement mutually satisfactory to the parties.

ARTICLE VII.

GENERAL PROVISIONS

7.1 REINSURER'S RECORDATION OF LIABILITIES. The Reinsurer shall
record all Reserves and Liabilities assumed under the terms of this Coinsurance
Agreement on its books and SAP financial statements in accordance with SAP.

7.2 ADMINISTRATION. The Reinsurer, as service provider, shall
perform administration services with respect to the Coinsured Policies in
accordance with the terms and provisions of the Administration Agreement.

7.3 AUTHORIZED REPRESENTATIVES. The Company and the Reinsurer shall
each appoint from time to time one or more individuals who shall serve as
contact person(s) and authorized representative(s) of such party for the purpose
of carrying out this Coinsurance Agreement. Such representatives shall be
authorized to act on behalf of their respective parties as to matters pertaining
to this Coinsurance Agreement. Each party shall notify the other, in writing,
as to the name, address and telephone number for every such

designated contact person and authorized representative, and for every
replacement thereof.

7.4 MAINTENANCE AND INSPECTION OF RECORDS. The Company shall retain
possession of all books, records, papers or any other documents relating to the
Coinsured Policies that are required by law to be retained in the possession of
the Company in segregated files, in an orderly and organized condition and in
its principal offices in Boston, Massachusetts. All other books, records,
papers and documents relating to the Coinsured Policies shall be maintained by
the Reinsurer, as service provider, pursuant to the terms and conditions of the
Administration Agreement. Each party and its designated representatives shall
have the right to inspect, review and copy the papers and any and all other
books or documents relating to the Coinsured Policies maintained by the other
party under this Coinsurance Agreement or the Administration Agreement. The
rights of the parties under this Section shall survive termination of this
Coinsurance Agreement.

7.5 MISUNDERSTANDINGS AND OVERSIGHTS. If any delay, omission, error
or failure to pay amounts due or to perform any other act required by this
Coinsurance Agreement is unintentional and caused by misunderstanding or
oversight, the Company and the Reinsurer will adjust the situation to what it
would have been had the misunderstanding or oversight not occurred. The party
first discovering such misunderstanding or oversight, or act resulting from the
misunderstanding or oversight, will notify the other party in writing promptly
upon discovery thereof, and the parties shall act to correct such
misunderstanding or oversight within thirty (30) Business Days of receipt of
such notice. However, this Section shall not be construed as a waiver by either
party of its right to enforce strictly the terms of this Coinsurance Agreement.

7.6 AGE, SEX AND OTHER ADJUSTMENTS. If the Company's liability under
any of the Coinsured Policies is changed because of a misstatement of age or sex
or any other material fact, the Reinsurer's liability under such Coinsured
Policies shall be changed in an identical amount.

7.7 REINSTATEMENTS. If a Coinsured Policy that is or has been
reduced, terminated, or lapsed is reinstated while this Coinsurance Agreement is
in force, the reinsurance for such Coinsured Policy shall be reinstated
automatically to the amount that would be in force if the Coinsured Policy had
not

been reduced, terminated, or lapsed. The Company will pay to the Reinsurer in
accordance with the Administration Agreement all amounts received by the Company
in connection with the reinstatement.

7.8 CONTRACT CHANGES OR RESERVE ASSUMPTION CHANGES. The Company
shall not change (a) the terms and conditions of any Coinsured Policies, or
(b) the assumptions, including the statutory Reserve rate assumptions, used by
the Company to establish the Reserves and Liabilities with respect to such
Coinsured Policies without the prior written approval of the Reinsurer as to
such change, except for changes required by any regulatory authority having
jurisdiction over the Coinsured Policies or as otherwise required by law. In
the event that the foregoing terms and conditions or assumptions, as the case
may be, are required to be changed by any regulatory authority having
jurisdiction over the Coinsured Policies, or as otherwise required by law, the
Company shall immediately notify the Reinsurer of such required changes.

7.9 LITIGATION. The Reinsurer shall be responsible for all costs and
expenses relating to litigation of claims under the Coinsured Policies. The
Company shall have the right to make ultimate decisions regarding the conduct,
costs and expenses of such litigation. The Reinsurer shall be bound by all such
ultimate decisions of the Company, provided that: (i) the Company shall consult
with the Reinsurer prior to the Company's exercise of its decision-making
authority pursuant to this Section 7.9, (ii) all decisions of the Company made
hereunder shall (w) comply with the terms of the Coinsured Policies, (x) comply
with all material laws, regulations and orders applicable to the Company with
respect to the Coinsured Policies and to the conduct of the activities
contemplated hereby, (y) be consistent with prudent management practices in the
life and health insurance industry generally, and (z) comply with the Standards
of Performance as referenced and described in the Administration Agreement, and
(iii) the Reinsurer shall have no liability for costs and expenses for any
litigation arising out of, based on or related to any bad faith claims
practices, willful misconduct, fraud or gross negligence of the Company or its
Affiliates (without attributing to the Company or its Affiliates the actions of
the Reinsurer or its Affiliates). In the event the Company intends to exercise
its decision-making authority hereunder, it shall give prompt notice of such
intention to the Reinsurer, but in no event later than ten (10) Business Days
prior to the date of such exercise of authority, or such

lesser period as is commercially reasonable for the Company and the Reinsurer
under the circumstances.

ARTICLE VIII.

CONSIDERATION FOR REINSURANCE AND POLICY PREMIUMS

8.1 ASSETS TO BE TRANSFERRED AT EFFECTIVE TIME. In consideration for
the assumption by the Reinsurer of the Company's Reserves and Liabilities with
respect to the Existing GBO Policies, as of the Effective Time, the Company will
transfer and assign to the Reinsurer, and the Reinsurer shall acquire and accept
from the Company, cash and/or Investment Assets with a fair market value as of
close of business on the date immediately preceding the Closing Date in an
amount equal to $449,746,000.00.

8.2 TRANSITION GBO POLICIES. Except as provided in Section 8.3
hereof, no commission or reinsurance premium shall be due or payable in
connection with the issuance of the Transition GBO Policies by the Company, and
the reinsurance of the Transition GBO Policies by Reinsurer, pursuant to Article
VI of this Coinsurance Agreement.

8.3 POLICY PREMIUMS AND OTHER AMOUNTS. As consideration for the
reinsurance of the Coinsured Policies hereunder, the Company shall, on and after
the Effective Time, collect and remit to the Reinsurer any and all gross
premiums, contract fees and any other amounts received on and after the
Effective Time with respect to the Coinsured Policies, less returns and net of
premium for Third Party Reinsurance to the extent such premium relates to the
reinsurance of Coinsured Policies. Notwithstanding the foregoing, it is
understood and agreed to by the parties hereto that the Company's obligation to
collect premiums, contract fees and other amounts with respect to the Coinsured
Policies shall be delegated to the Reinsurer in accordance with the terms of the
Administration Agreement.

ARTICLE IX.

BENEFITS AND OTHER PAYMENTS BY REINSURER

9.1 BENEFITS. Subject to the other provisions of this Coinsurance
Agreement, the Reinsurer shall assume

liability for all benefit obligations with respect to Coinsured Policies,
including interest payable thereon (such benefits are herein referred to as
"Benefits").

9.2 CLAIMS. Upon receipt of any information regarding a claim for
Benefits on any Coinsured Policy, the Company will immediately notify the
Reinsurer of such claim. The reinsured claim and copies of notifications, claim
papers, and proofs will be promptly furnished by the Company to the Reinsurer as
provided in the Administration Agreement.

9.3 CLAIMS PAYMENTS. The review, payment, settlement or compromise
of all claims and losses relating to the Coinsured Policies shall be handled by
the Reinsurer, in its capacity as service provider, in accordance with the terms
and conditions of the Administration Agreement. The Company shall have the
right to make ultimate decisions regarding the contesting, compromise, or
settlement of a claim with respect to a Coinsured Policy. The Reinsurer shall
be bound by all such ultimate decisions of the Company, provided that: (i) the
Company shall consult with the Reinsurer prior to the Company's exercise of its
decision-making authority pursuant to this Section 9.3, (ii) all decisions of
the Company made hereunder shall (w) comply with the terms of the Coinsured
Policies, (x) comply with all material laws, regulations and orders applicable
to the Company with respect to the Coinsured Policies and to the conduct of the
activities contemplated hereby, (y) be consistent with prudent management
practices in the life and health insurance industry generally, and (z) comply
with the Standards of Performance as referenced and described in the
Administration Agreement, and (iii) the Reinsurer shall have no liability for
costs and expenses incurred hereunder that arise out of, are based on or related
to any bad faith claims practices, willful misconduct, fraud or gross negligence
of the Company or its Affiliates (without attributing to the Company or its
Affiliates the actions of the Reinsurer or its Affiliates). In the event the
Company intends to exercise its decision-making authority hereunder, it shall
give prompt notice to the Reinsurer of such action, but in no event later than
ten (10) Business Days prior to the date of such exercise of authority, or such
lesser period as is commerically reasonable for the Company and the Reinsurer
under the circumstances.

9.4 REMITTANCE OF THIRD PARTY REINSURANCE. The Company shall
promptly pay the Reinsurer all amounts owing from Third Party Reinsurance with
respect to the Coinsured Policies irrespective of the Company's ability to
collect such

amounts from any other party to such Third Party Reinsurance. The Reinsurer
shall pay all premiums, Commissions or other amounts due for Third Party
Reinsurance to the extent attributable to reinsurance of Coinsured Policies.
The Company shall have the right to terminate any and all Third Party
Reinsurance with respect to the Coinsured Policies at any time or from time to
time on or after one year following the Effective Time; PROVIDED, HOWEVER, that
the Company shall give the Reinsurer at least ninety (90) days' prior notice of
its intention to cancel any such Third Party Reinsurance.

9.5 ALLOWANCE FOR COMMISSIONS AND EXPENSES. The Reinsurer shall
assume, on an indemnity basis, liability for all Commissions, taxes and guaranty
fund assessments imposed on or with respect to premiums earned under the
Coinsured Policies after the Effective Time; PROVIDED, HOWEVER, the Reinsurer
shall not pay the Company any allowances or amounts for liabilities for guaranty
fund assessments or taxes that arise from or relate to the Existing GBO Policies
and are incurred during the period ending with the Effective Time.

9.6 EXPERIENCE RATING REFUNDS. The Reinsurer shall assume, on an
indemnity basis, liability for policyholder experience rating refunds with
respect to the Coinsured Policies relating to periods prior to the Effective
Time. A dividend liability for policyholder experience rating refunds will be
established on the Closing GAAP Balance Sheet.

ARTICLE X.

DUTY OF COOPERATION

10.1 DUTY OF COOPERATION. Each party hereto shall cooperate fully
with the other in all reasonable respects in order to accomplish the objectives
of, and consummate the transactions contemplated under, this Coinsurance
Agreement. This duty to cooperate shall include, but not be limited to, making
available any Coinsured Policy records which either party subsequently may
require to resolve issues related to claims or Reserves or Liabilities.

ARTICLE XI.

ACCOUNTING AND SETTLEMENT

11.1 REMITTANCES. In connection with all balances under this
Coinsurance Agreement with respect to premiums and Benefits and other amounts
received or to be paid subsequent to the Effective Time, in accordance with the
Administration Agreement, the Company and the Reinsurer shall establish an
account with a bank or trust company with respect to which the Reinsurer shall
have the authority to make deposits and withdrawals. The Company shall have no
authority to make deposits or withdrawals with respect to such account. This
account shall be financed by the Reinsurer for the benefit of the Company and
the Reinsurer. Interest and any other income accruing on this account shall be
retained by the Reinsurer for its own account.

11.2 QUARTERLY REPORT. Within thirty (30) Business Days after the
end of each Accounting Period, the Reinsurer, as service provider under the
Administration Agreement, shall supply the Company with a report that shall
provide data which shall account for all funds flowing through the account
established pursuant to Section 11.1 during such Accounting Period and the net
amount due by the Company or the Reinsurer, as appropriate under this
Coinsurance Agreement at the end of such Accounting Period. The data shall be
prepared substantially in the form attached hereto as Exhibit A; provided,
however, that the parties may agree from time to time on the precise format and
data which must be supplied on Exhibit A.

11.3 AMOUNTS DUE EITHER PARTY. Any net amount due from the Company
to the Reinsurer at the end of any Accounting Period shall be paid no later than
ten (10) Business Days after the date on which the Quarterly Report showing such
net amount, as described in Section 11.2 hereof, is due. Any net amount due
from the Reinsurer to the Company shall be paid no later than ten (10) Business
Days following the receipt of such quarterly report from the Reinsurer. If
amounts due to be paid cannot be determined at such dates on an exact basis,
such payments may be determined on an estimated basis, with adjustments made at
the end of subsequent Accounting Periods for actual amounts ultimately
determined to be due.

11.4 INTEREST ON DELAYED PAYMENTS. Should any payment due to either
the Company or the Reinsurer be delayed, such delayed payment (including any
amount constituting a

difference between an estimated and actual amount, as described in Section 11.3
hereof) will accrue interest at the interest rate for thirty (30) day United
States Treasury bills as reported in THE WALL STREET JOURNAL as of the day on
which any payment is due for the period that payment is overdue.

ARTICLE XII.

DURATION AND TERRITORY

12.1 DURATION. This Coinsurance Agreement shall remain in full force
and effect for an unlimited time until all obligations hereunder have been
discharged or until the Company and the Reinsurer shall have agreed in writing
to a commutation or termination hereof.

12.2 REINSURER'S LIABILITY. The Reinsurer's liability with respect
to any Coinsured Policy will terminate when the Company's liability under the
Coinsured Policy is terminated.

12.3 TERRITORY. This Coinsurance Agreement shall apply to Coinsured
Policies covering lives and risks wherever resident or situated.

ARTICLE XIII.

INSOLVENCY

13.1 PAYMENTS BY REINSURER. The Reinsurer hereby agrees that, as to
all reinsurance made, ceded or otherwise becoming effective hereunder, the
reinsurance shall be payable by the Reinsurer on the basis of the liability of
the Company under the Coinsured Policies, without diminution because of the
insolvency, liquidation or rehabilitation of the Company or the appointment of a
conservator, receiver, liquidator or statutory successor of the Company,
directly to the Company or to its conservator, receiver, liquidator, or other
statutory successor.

13.2 CLAIMS. It is agreed that the conservator, receiver, liquidator
or statutory successor of the Company shall give prompt written notice to the
Reinsurer of the pendency or submission of a claim under any Coinsured Policies.
During the pendency of such claim, the Reinsurer

may investigate such claim and interpose, at its own expense, in the proceeding
where such claim is to be adjudicated any defense available to the Company or
its conservator, receiver, liquidator or statutory successor. The expense thus
incurred by the Reinsurer is chargeable against the Company as a part of the
expense of insolvency, liquidation or rehabilitation to the extent of a
proportionate share of the benefit which accrues to the Company solely as a
result of the defense undertaken by the Reinsurer. If two or more assuming
reinsurers are involved in the same claim and a majority in interest elect to
interpose defenses to such claim, the expense shall be apportioned in accordance
with the terms of this Section 13.2 as though such expense had been incurred by
the Company.

ARTICLE XIV.

ARBITRATION

14.1 GENERAL. Any dispute or difference between the parties with
respect to the operation or interpretation of, or arising from or relating to,
this Coinsurance Agreement on which an amicable understanding cannot be reached
shall be decided by binding arbitration. Arbitration hereunder shall be
pursuant to and in accordance with the terms, conditions and procedures set
forth in Article XV of the Purchase Agreement.

ARTICLE XV.

INDEMNIFICATION

15.1 THE REINSURER. The Reinsurer hereby agrees on demand to
indemnify and hold harmless the Company and its Affiliates, and their respective
officers, directors and employees from and against any and all demands, actions,
proceedings, suits (by any Person, entity or group, including, without
limitation, any Governmental Entity) and Liabilities, paid or incurred
(including reasonable attorneys' fees), resulting from or arising out of the
breach of or failure to perform any of the duties, obligations, covenants or
agreements of the Reinsurer contained in this Coinsurance Agreement.

15.2 THE COMPANY. The Company hereby agrees on demand to indemnify
and hold harmless the Reinsurer and its Affiliates, and their respective
officers, directors and employees from and against any and all demands, actions,
proceedings, suits (by any Person, entity or group, including, without
limitation, any Governmental Entity) and Liabilities, paid or incurred
(including reasonable attorneys' fees), resulting from or arising out of the
breach of or failure to perform any of the duties, obligations, covenants or
agreements of the Company contained in this Coinsurance Agreement.

15.3 INDEMNIFICATION PROCEDURES. Indemnification under Section 15.1
and 15.2 shall be made using the procedures, terms and conditions contained in
Sections 14.2 and 14.3 of the Purchase Agreement as if fully set forth herein,
with (i) references in Section 14.2(a) to "indemnification under Section 14.1 of
this Agreement" changed to refer to "indemnification under Section 15.1 or 15.2,
as the case may be, of this Coinsurance Agreement", (ii) the phrase "except as
provided in Section 14.1(g) and" deleted in Section 14.2(c), (iii) references in
Section 14.3 to "this Article XIV" shall be changed to refer to "this Section
15.1" or "this Section 15.2", as the case may be, and (iv) the phrases "and, in
any event, within the time period referred to in Section 14.1(g)" and "So long
as Indemnitee provides the Indemnity Notice within the time period referred to
in Section 14.1(g)," deleted from the text of Section 14.3; PROVIDED, HOWEVER,
that such indemnification shall be on a first dollar basis and be without regard
to the aggregate of all indemnifiable losses.

15.4 SURVIVAL OF ARTICLE. This Article shall survive termination of
this Coinsurance Agreement.

ARTICLE XVI.

MISCELLANEOUS PROVISIONS

16.1 NO THIRD PARTY BENEFICIARIES. This Coinsurance Agreement is
between the Company and the Reinsurer, and the performance of the obligations of
each party under this Coinsurance Agreement shall be rendered solely to the
other party. In no instance shall anyone other than the Company or the
Reinsurer, or their successors or permitted assigns, have any rights, benefits
or remedies under this Coinsurance Agreement. Until the Reinsurer has reinsured

a Coinsured Policy on an assumption reinsurance basis pursuant to the Assumption
Agreement, the Reinsurer shall not be liable to any insured, contract owner, or
beneficiary under any Coinsured Policy.

16.2 HEADINGS AND EXHIBIT. Headings used herein are inserted solely
for the convenience of reference and are not a part of this Coinsurance
Agreement and shall not affect the terms hereof. The attached Exhibit and
Schedule are a part of this Coinsurance Agreement.

16.3 NOTICES. All notices hereunder shall be in writing, addressed
as follows, or to such other address as may, from time to time, be given in
accordance with this Coinsurance Agreement:

IF TO THE COMPANY:

▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL LIFE INSURANCE COMPANY
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Chief Financial Officer
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

With copies to:

▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL LIFE INSURANCE COMPANY
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

IF TO THE REINSURER:

UNICARE LIFE & HEALTH INSURANCE COMPANY
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chairman

and Chief Executive Officer
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

With copies to:

UNICARE LIFE & HEALTH INSURANCE COMPANY
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.,
General Counsel
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Notices shall be sent by United States mail, by registered or certified mail,
and shall be deemed to have been received three (3) Business Days after deposit
in the mail. Notices may also be sent by hand, by telefax, or by overnight
delivery service, and if so given, shall be deemed received when delivered if a
receipt of delivery is obtained.

16.4 SEVERABILITY. If any term or provision of this Coinsurance
Agreement shall be held void, illegal, or unenforceable, the validity of the
remaining portions or provisions of this Coinsurance Agreement shall not be
affected thereby.

16.5 ASSIGNMENT. This Coinsurance Agreement may not be assigned by
either party without the prior written consent of the other and any attempted
assignment without such consent shall be void.

16.6 SUCCESSORS AND ASSIGNS. The provisions of this Coinsurance
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors and permitted assigns.

16.7 EXECUTION IN COUNTERPARTS. This Coinsurance Agreement may be
executed by the parties hereto in any number of counterparts, and by each of the
parties hereto in separate

counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.

16.8 AMENDMENTS. This Coinsurance Agreement may be amended only by
written amendment hereto executed by the parties.

16.9 WAIVER. The failure of the Company or Reinsurer to insist on
strict compliance with this Coinsurance Agreement, or to exercise any right or
remedy under this Coinsurance Agreement, shall not constitute a waiver of any
rights provided under this Coinsurance Agreement, nor stop the parties from
thereafter demanding full and complete compliance nor prevent the parties from
exercising such a right or remedy in the future.

16.10 INTERPRETATION. No provision of this Coinsurance Agreement
shall be construed against any party on the ground that such party drafted the
provision or caused it to be drafted.

16.11 ENTIRE AGREEMENT. This Coinsurance Agreement constitutes the
entire agreement and understanding between the parties hereto, and supersedes
all prior agreements, whether oral or written, between the parties, with respect
to the subject matter hereof.

16.12 GOVERNING LAW. This Coinsurance Agreement shall be governed by
the laws of the Commonwealth of Massachusetts, without giving effect to
principles of conflicts of law thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Coinsurance
Agreement to be duly executed by their respective officers thereunto duly
authorized, as of the first day of March, 1997.

▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL LIFE
INSURANCE COMPANY

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial
Officer

UNICARE LIFE & HEALTH
INSURANCE COMPANY

By: /s/ D. ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
Name: D. ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President

EXHIBIT A

COINSURANCE AGREEMENT
between
THE COMPANY
and
REINSURER

Effective Date
-------------
BULK ACCOUNTING STATEMENT

STATEMENT FOR ACCOUNTING PERIOD BEGINNING
------------
SUMMARY OF MONETARY TRANSACTIONS

(1) CONSIDERATION FOR REINSURANCE
---------------------------------

(2) COMMISSIONS
---------------------------------

(3) EXPENSE ALLOWANCES
---------------------------------

(4) BENEFITS (including interest)
---------------------------------

(5) EXPERIENCE RATING REFUNDS
---------------------------------

NET AMOUNT DUE TO THE
COMPANY
---------------------------------

NET AMOUNT DUE TO REINSURER
---------------------------------

EXHIBIT 99.2 COINSURANCE AGREEMENT

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