AUTOMATIC RETROCESSION AGREEMENT Between EXETER REASSURANCE COMPANY, LTD. and AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY Agreement No. 2001-44

Preamble

Article I

Scope of Agreement

Article II

Commencement and Termination of Liability

Article III

Errors and Omissions

Article IV

Net Amount at Risk

Article V

Retrocession Premiums

Article VI

Reinsurance Administration

Article VII

Settlement of Claims

Article VIII

Reserves

Article IX

Recapture Privileges

Article X

Inspection of Records

Article XI

Insolvency

Article XII

Negotiation

Article XIII

Arbitration

Article XIV

Right to Offset Balances Due

Article XV

Contract and Program Changes

Article XVI

Confidentiality

Article XVII

Other Provisions

Article XVIII

Entire Agreement

Article XIX

DAC Tax

Article XX

Duration of Agreement

Execution Page

Schedule A

Plans of Reinsurance

Schedule B

Investment Funds

Schedule C

Required Data and Suggested Data Layout

Exhibit I

Mortality Tables and Projection Scale G

Exhibit II

Retrocession Premiums

Exhibit III

Benefit Limitation Rules

Exhibit IV

Annuitization Rate and Exposure Determination

Exhibit V

Reinsurance Agreements (attachments)

This Agreement shall be effective as of April 1, 2001 (the “Effective Date”). The Retrocedent may retrocede and the Retrocessionaire may accept, as indemnity retrocessions hereunder, proposed Reinsured Contracts that are issued by Cedents on and after the Effective Date through June 30, 2001. While this Agreement continues in effect, the Retrocedent shall retrocede and the Retrocessionaire shall accept, as indemnity retrocessions hereunder, Reinsured Contracts that are issued by Cedents on and after July 1, 2001.

Guaranteed Minimum Death Benefit and Earnings Preservation Benefit

The indemnity retrocession shall be the share of the MNAR (defined in Article IV) that is generated, prior to the termination of the Retrocessionaire’s liability (defined in Article II), by the Guaranteed Minimum Death Benefit (“GMDB”) and Earnings Preservation Benefit (“EPB”) provisions of the Reinsured Contracts, as specified in Schedule A.

The Retrocessionaire’s maximum aggregate VNAR (defined in Article IV) liability incurred in any one calendar year shall not exceed [***] basis points of the Retrocessionaire’s Percentage (the “Retrocessionaire’s Percentage”), as defined in Schedule A, of the average aggregate account value over each respective calendar year of coverage. This average shall be calculated by way of a trapezoidal rule as shown in Exhibit III.

The Retrocessionaire’s annual aggregate SCNAR and EEMNAR (defined in Article IV) liability has no independently calculated annual aggregate liability limit.

The Retrocessionaire’s maximum MNAR liability on any individual life retroceded hereunder shall be limited to [***] multiplied by the Retrocessionaire’s Percentage.

This Agreement covers only the Retrocedent’s contractual liability for reinsured claims paid under variable annuity contract forms specified in Schedule A and supported by investment funds specified in Schedule B and its Amendments that were submitted to the Retrocessionaire in accordance with the terms of this Agreement as set forth in Article XV.

Guaranteed Minimum Income Benefit

The indemnity retrocession shall be the share of the IBNAR (defined in Article IV) that is generated prior to the termination of the Retrocessionaire’s liability (defined in Article II), by the Guaranteed Minimum Income Benefit Rider (the “Income Program”) provisions of the

Reinsured Contracts, as specified in Schedule A.

The Retrocessionaire’s maximum aggregate IBNAR (defined in Article IV) liability incurred in any one calendar year shall not exceed the lesser of:

The annuitization rate will be monitored as described in Article VI, Paragraph F.

The Retrocessionaire’s maximum IBNAR liability on any individual life retroceded hereunder shall be limited to [***] multiplied by the Retrocessionaire’s Percentage.

This Agreement covers only the Retrocedent’s contractual liability for reinsured claims that are realized upon annuitization under the contractual terms of the Income Program within the variable annuity contract forms specified in Schedule A and supported by investment funds specified in Schedule B and its Amendments, that were submitted to the Retrocessionaire in accordance with the terms of this Agreement set forth in Article XV.

Special Acceptances

On liabilities retroceded under the terms of this Agreement, the liability of the Retrocessionaire shall commence simultaneously with that of the Retrocedent.

The liability of the Retrocessionaire for all retroceded liabilities under this Agreement may terminate in accordance with:

the Duration of Agreement provisions of this Agreement set forth in Article XX;

the termination provisions set forth within Article VI; or

the Recapture Privileges set forth in Article IX.

Guaranteed Minimum Death Benefit and Earnings Preservation Benefit

For an individual contract, the liability of the Retrocessionaire under this Agreement will terminate either in accordance with Paragraph B, above, or upon the earliest of the following occurrences defined in the contracts retroceded hereunder:

the date the owner elects to annuitize;

surrender or termination of the contract;

the death of the owner or annuitant where such death triggers the payment of a contractual benefit, except when spousal continuance has been elected. On spousal continuance election, the Retrocessionaire’s liability will be terminated upon death of the spouse; and

attainment of the maximum annuitization age or attained age 95, if earlier.

The Retrocessionaire shall indemnify Reinsured Contract claims only on those deaths as to which the actual date of death is on or after the Effective Date.

Guaranteed Minimum Income Benefit

For an individual contract, the liability of the Retrocessionaire under this Agreement will terminate either in accordance with Paragraph B, above, or upon the earliest of the following occurrences defined in the contracts retroceded hereunder:

the date the owner elects to annuitize pursuant to other than the Income Program;

surrender or termination of the contract;

the death of the owner or annuitant where such death triggers the payment of a contractual death benefit; thus, risks emanating after spousal continuances are not covered by this Agreement; and

attainment of the maximum annuitization age or attained age 95, if earlier.

Upon annuitization under the Income Program, the liability of the Retrocessionaire shall terminate, subject to the payment of a benefit claim that may be due in accordance with the IBNAR calculation as set forth in Article IV.

Any inadvertent errors or omissions on the part of one party occurring in connection with this Agreement or any transaction hereunder shall not relieve the other party from any liability to the first party that would have otherwise attached had such error or omission not occurred, provided that such error or omission is rectified as soon as practicable after discovery thereof.

The Retrocessionaire assumes no liability under this Agreement for any damages, fines, penalties, costs or expenses, or portion thereof, levied on or assessed against the Cedent or Retrocedent by any court or regulatory body on the basis of negligence, oppression, malice, fraud, fault, wrongdoing or bad faith by the Retrocedent in connection with any claim or for any act or omission that is not consistent with the generally accepted practices and standards of the life insurance industry applicable at the time of such act or omission, unless the Retrocessionaire shall have received notice of and concurred with the actions taken or not taken by the Cedent or Retrocedent that led to the levy or assessment, in which case the Retrocessionaire shall pay, as its share of such levy or assessment, the proportional amount determined by the ratio of reinsurance held by the Retrocessionaire to the total limit of liability under the Reinsured Contracts.

Each party will indemnify and hold the other party, its affiliates, directors, officers, employees and all other persons and entities acting on behalf of or under the control of any of them harmless from and against any and all claims, including reasonable attorneys fees and court costs, that result from any negligent, dishonest, malicious, fraudulent or criminal act or omission or arising out of or related to any incorrect representation, warranty or obligation of this Agreement or any failure or breach of this Agreement by the indemnifying party, its directors, officers, employees, other representatives or any other person or entity acting on behalf of or under the control of any of them.

In no event shall any party to this Agreement be liable to any other party for punitive, indirect or consequential damages arising under this Agreement for any cause whatsoever, whether or not such party has been advised or could have foreseen the possibility of such damages.

The MNAR (Mortality Net Amount at Risk) for each variable annuity contract retroceded hereunder shall be equal to the following:

The death benefit and the surrender charges will be as described in the variable annuity contract forms specified in Schedule A.

The IBNAR (Income Benefit Net Amount at Risk) for each variable annuity contract retroceded hereunder shall be equal to the following:

The Income Benefit Base (IBB) is as defined in Schedule A

The Minimum Annuity Purchase Rate (MAPR) per $1000 is calculated using the following assumptions:

Individual Basis: Limited to a Life Annuity with a Period Certain.

Age at Annuitization

Period Certain Years

Up to 79

80

81

82

83

84-85

Joint Basis: Limited to a Joint and 100% Survivor Annuity with 10-Year Period Certain

The Settlement Annuity Purchase Rate (SAPR) per $1000, which is used at time of annuitization for reinsurance claims settlement, is calculated

    Mortality Table

Annuity 2000 (Exhibit I)

    Age Setback

None

    Mortality Improvement

Projection Scale G applied dynamically (Exhibit I)

Sex distinct only

    Unisex Blend:

The yield on the most recently auctioned 10-Year U.S. Treasury security (i.e., “on-the-run”), as posted in the Wall Street Journal, at the beginning of the month in which annuitization occurs plus 50 Basis Points. That interest rate shall never be less than 2.5%.

    Interest Rate:

    Expenses:

None

    Premium Taxes:

Applied by state of residence and market

    Age:

Attained age on exercise date

    Frequency of payment

Monthly

Individual Basis: Limited to a Life Annuity with a Period Certain The number of years of Period Certain is as defined below:

Age at Annuitization

Period Certain Years

Up to 79

80

81

82

83

84-85

Joint Basis: Limited to a Joint and 100% Survivor Annuity with 10-Year Period Certain

The actual annuity purchase rates offered by the Cedent at time of annuitization under the Income Program may differ from those defined above. The annuity rates defined above are used for settlement of reinsurance claims only.

Premium taxes will be applied on a consistent basis between the MAPR and SAPR to calculate the IBNAR.

The IBNAR for each contract retroceded hereunder shall be calculated as of the last day of each calendar month prior to the termination of liability contingencies set forth in Article II. Furthermore, the retroceded IBNAR for each contract shall not be less than zero and shall not be greater than [***].

The total Retrocession Premium for the business retroceded hereunder is the sum of the GMDB/EPB Retrocession Premium and the GMIB Retrocession Premium, each of which is defined separately in this article.

The Retrocession Premium rates and structure described above are subject to change in accordance with the criteria described in Article XV.

The total GMDB/EPB Retrocession Premium for the business retroceded hereunder is the sum of the GMDB Retrocession Premium and the EPB Retrocession Premium, each of which is defined separately in this article.

The total GMDB/EPB Retrocession Premium due and payable in the first month shall at least equal [***]. Thereafter, the minimum GMDB/EPB Retrocession Premium that is due and payable shall increase by [***] until it reaches [***] six months after the Effective Date. The total GMDB/EPB Retrocession Premium that is due and payable in any month thereafter shall at least be [***].

The GMDB retrocession premium (“GMDB Retrocession Premium”) shall be the monthly YRT rate that is applied to the average MNAR, excluding the EEMNAR, over the reporting period on a life-by-life attained age basis and is equal to [***] of the 1994 Variable Annuity MGDB Mortality Table (Exhibit I), which is the 1994 GAM Basic Table increased by [***] for margins and contingencies, without projection. The monthly GMDB Retrocession Premium payable to the Retrocessionaire is subject to minimum and maximum asset-based retrocession premium rate limits that vary by defined premium class based on variable annuity product, underlying GMDB design and issue age.

The minimum and maximum GMDB Retrocession Premium rates, expressed in terms of basis points, are set forth in Exhibit II and are calculated on an aggregate basis by premium class, as described in the following paragraph.

The YRT rate and the minimum and maximum premium rates shall be based on the oldest person of a multiple life status.

The EPB retrocession premium (“EPB Retrocession Premium”) is an asset-based premium rate, expressed in terms of basis points, as set forth in Exhibit II, and shall be calculated on an aggregate basis by the defined premium class based on underlying GMDB design and issue age.

The Retrocedent shall calculate, for each premium class, the Retrocessionaire’s Percentage of the average aggregate account value for the reporting month. This value shall be applied to the annualized EPB retrocession premium rates per premium class on a 1/12^th basis. The total EPB Retrocession Premium due for the month is the sum of the premiums calculated for each premium class.

Spousal continuances will be covered under this Agreement to the extent that the surviving spouse satisfies the issue age restrictions and benefit limitations, as described in Schedule A, at time of continuance, and shall be deemed to be terminations followed by subsequent new issues for purposes of calculating retrocession premiums. The new retrocession premium rate applied shall be based off the attained age of the surviving spouse at the time of election of spousal continuance. After the termination of this Agreement for new retrocessions, a spousal continuation of a Reinsured Contract may be retroceded to this Agreement in accordance with the procedure set forth in Article I, Paragraph D.

The GMIB retrocession premium (“GMIB Retrocession Premium”) is an asset-based premium rate, expressed in terms of basis points, as set forth in Exhibit II, and shall be calculated on an aggregate basis.

The Retrocedent shall calculate the Retrocessionaire’s Percentage of the greater of the average aggregate IBB value and the average aggregate account value for the reporting month. This value shall be applied to the annualized GMIB retrocession premium rates on a 1/12^th basis.

The total GMIB Retrocession Premium due and payable in the first month shall

Within thirty (30) days after the end of each calendar month, the Retrocedent shall take all reasonable and appropriate steps to furnish the Retrocessionaire with a seriatim electronic report, as detailed in Schedule C, for each Reinsured Contract, valued as of the last day of that month.

Additionally, within thirty (30) days after the end of each calendar month the Retrocedent shall furnish the Retrocessionaire with a separate Summary Statement containing the following:

Retrocession Premiums due to the Retrocessionaire summarized separately for each premium class by GMDB, EPB, and Income Program, as shown in Exhibit II;

benefit claim recoverables due to the Retrocedent in total and, if applicable, broken down by VNAR, SCNAR, and EEMNAR and Income Program; and

the month end date for the period covered by the Summary Statement.

If the net balance is due to the Retrocessionaire, the Retrocedent shall remit the amount due with the Summary Statement, but no later than thirty (30) days after the month end date for the period covered by the Summary Statement. If the net balance is due to the Retrocedent, the Retrocessionaire shall remit the amount due to the Retrocedent within ten (10) days after receipt of the Summary Statement.

The payment of Retrocession Premiums is a condition precedent to the liability of the Retrocessionaire under this Agreement. In the event that the Retrocedent does not pay the Retrocession Premiums in a timely manner, as defined below, the Retrocessionaire may exercise the following rights:

The Retrocessionaire shall charge interest if Retrocession Premiums are not paid within thirty (30) days of the due date, as defined in Paragraph C of this Article. The interest rate charged shall be based on the ninety-(90) day federal Treasury ▇▇▇▇, as published in The Wall Street Journal on the

first business day in the month following the due date of the Retrocession Premiums, plus one hundred (100) basis points. The method of calculation shall be simple interest (360-day year).

The Retrocessionaire may terminate this Agreement in the event that Retrocession Premium payments are more than sixty (60) days past due after the due date, as described in Paragraph C of this Article, by giving sixty-(60) day written notice of termination to the Retrocedent. As of the close of the last day of this sixty-(60) day notice period, the Retrocessionaire’s liability with respect to the retroceded liabilities shall terminate. If all Retrocession Premiums that are the subject of a sixty-(60) day termination notice shall have been received by the Retrocessionaire within the time specified, the termination notice shall be deemed vacated and the Agreement shall remain in effect.

GMDB and EPB: The Retrocessionaire shall use the summary data in Schedule C to calculate and monitor its maximum annual aggregate VNAR liability throughout the calendar year, as described in Article 1, Paragraph B(2). Until the receipt of the final report for the calendar year, the VNAR shall be estimated in accordance with reasonable actuarial methods that will approximate the actual amounts. Adjustments to benefit claim recoverables based upon such estimates will then be made to reflect actual amounts upon the receipt of the final report for the calendar year.

GMIB: The Retrocessionaire shall use the summary data in Schedule C to calculate and monitor its maximum annual aggregate IBNAR liability throughout the calendar year, as described in Article I, Paragraph C(2). The Retrocessionaire shall approximate the annuitization rate each calendar quarter during the year to determine if actual annuitization exceeds the 25% maximum annuitization rate, on an annual basis. If the maximum annuitization rate is exceeded, the Retrocessionaire will temporarily suspend the payment of Income Program claims until the end of the following calendar quarter or until such time that all data required for the calculation is available. Adjustments to Income Program claim recoverables based upon such estimates will then be made to reflect actual amounts upon the receipt of the final report for the calendar year.

GMDB and EPB: The Retrocessionaire shall indemnify the Retrocedent under this Agreement only for benefit claims that the Retrocedent paid to the Cedent as contractually required under a Reinsured Contract with respect to deaths that occur on or after the Effective Date, subject to the liability limitations described in Article I.

In the event that the Retrocedent provides satisfactory proof of claim liability to the Retrocessionaire, benefit claim settlements made by a Cedent and accepted by the Retrocedent shall be unconditionally binding on the Retrocessionaire. The Retrocedent shall report all approved benefit claims in bordereau including cause of death, as available, in such format as may be agreed to from time to time.

GMDB and EPB: Within thirty (30) days after the end of each calendar month, the Retrocedent shall notify the Retrocessionaire of the retroceded contractual death benefit claims paid in respect of Reinsured Contracts in that month, based on the net amount at risk definition, set forth in Article IV, and the Retrocessionaire shall indemnify the Retrocedent as provided in Article VI for the retroceded benefit claim liabilities.

In no event will the Retrocessionaire be liable for expense incurred in connection with a dispute or contest arising out of conflicting or any other claims of entitlement to Reinsured Contract proceeds or benefits.

Settlements hereunder by the Retrocessionaire shall be made in a lump sum regardless of the mode of payment made by the Retrocedent.

The Retrocessionaire shall hold and report in its statutory financial statements reserves (the “Reserves”) with respect to liabilities retroceded under this Agreement in amounts equal to or greater than those required by the state in which its statement is filed.

If required by the Retrocedent, as a condition of securing ceded reinsurance statement credit for a Cedent with respect to Reinsured Contracts, the Retrocessionaire shall contractually require any subsequent retrocessionaires to hold and report in their statutory financial statements reserves in amounts equal to or greater than those that would have been required of the Retrocessionaire.

The Retrocedent shall notify the Retrocessionaire of its intention to recapture at least ninety (90) days prior to any recapture.

The Retrocedent may not recapture a retrocession unless this Agreement shall have been in force for fifteen (15) years, as measured from the Effective Date until the date of recapture.

The recapture shall apply to all retrocessions in force under this Agreement.

Recapture shall be available only provided the total carry-forward, upon release of Reserves hereunder, shall then be a positive amount. The total carry-forward shall be the sum of the carry-forwards outstanding as of that date under this Agreement that apply to the Reinsured Contracts specified in Schedule A.

The carry-forward for each Agreement shall be (a) the current period Retrocession Premium minus (b) all retrocession benefit claims paid thereto for the current period minus (c) a two-and-one-half (2.5) basis point annual expense allowance applied against the average aggregate Account Value for the current period minus (d) the change in Reserves from the prior period to the current period plus (e) the prior period’s loss carry-forward. The monthly carry-forward amount shall be accumulated at the ninety-(90) day federal Treasury ▇▇▇▇ rate as published in The Wall Street Journal on the first business day of the current period plus two percent (2%).

Recapture shall take place ratably over a thirty-six (36) month period (i.e., each month, the initial percentage reduces 2.78% times the initial percentage). The election to recapture shall be irrevocable.

The Retrocedent and the Retrocessionaire shall exchange carry-forward calculations within ninety (90) days after each year-end and shall promptly seek to resolve any differences as to outstanding carry-forward amounts.

The Retrocessionaire and the Retrocedent and their employees and authorized representatives, respectively, may audit, inspect and examine, during regular business hours, at the home office of the other party, provided that reasonable advance notice has been given, any and all books, records, statements, correspondence, reports, and their related documents or other documents that relate to Reinsured Contracts.

The audited, inspected or examined party shall provide a reasonable work space for such audit, inspection or examination, cooperate fully and disclose the existence of and produce any and all necessary and reasonable materials requested by such auditors, investigators or examiners. Each party will bear its own audit expenses.

All such information, including audit, inspection and examination reports and analyses, shall be kept confidential as provided herein.

In the event of the insolvency of the Retrocedent, any amounts payable hereunder shall be paid by the Retrocessionaire directly to the Retrocedent or to its domiciliary liquidator on the basis of the liability of the Retrocedent under the Reinsured Contracts without diminution because of such insolvency or because such liquidator has failed to pay any or a portion of any ceded benefit claims under Reinsured Contracts.

In any such event, the domiciliary liquidator of the Retrocedent shall give written notice of the pendency of a claim against the Retrocedent on a Reinsured Contract within a reasonable time after each such claim is filed in the insolvency proceeding.

During the pendency of any such claim the Retrocessionaire may, at its own expense, investigate such claim and interpose in the proceeding in which such claim is to be adjudicated any defense or defenses that the Retrocessionaire may reasonably deem available to the Retrocedent or its domiciliary liquidator. The expenses incurred in connection therewith by the Retrocessionaire shall be chargeable, subject to court approval, against the Retrocedent as part of the expense of such insolvency to the extent of a proportionate share of any benefit that accrues to the Retrocedent solely as a result of the defense or defenses undertaken by the Retrocessionaire. When two or more retrocessionaires are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expenses will be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the Retrocedent.

In the event of the insolvency of the Retrocessionaire, the liability of the Retrocessionaire hereunder shall continue with respect to retrocessions that occurred prior to the date of the insolvency and the Retrocedent shall have a security interest in any and all sums held by or under deposit in the name of the Retrocessionaire for the benefit of the Retrocedent. The provisions of Article XX notwithstanding, the Retrocedent may, at its option, immediately terminate this Agreement as to future retrocessions as of the date of the insolvency by written notice to the Retrocessionaire or to its domiciliary liquidator, as applicable, and any required waiting period shall be waived.

A party to this Agreement shall be deemed insolvent when it:

applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor of its properties or assets;

is adjudicated as bankrupt or insolvent;

files 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

becomes the subject of an order to rehabilitate or an order to liquidate in accordance with the insurance law of the party’s domiciliary jurisdiction.

Within ten (10) days after one of the parties shall have given to the other a first written notice of a specific dispute, each party shall designate an officer to seek a negotiated settlement. The designated officers shall promptly meet at an agreed location and negotiate in good faith.

If the officers cannot resolve the dispute within thirty (30) days after their first meeting, either party may commence arbitration proceedings. The parties may, however, agree, at any time to forego or terminate negotiations and proceed immediately to arbitration or to extend negotiations for an additional time certain.

All rights shall be reserved to each party pending a settlement of a dispute and no admissions, offers or other actions taken in such negotiations in efforts to effect a voluntary settlement of the disputed matter shall be admissible in any subsequent arbitration proceedings.

All disputes and differences between the parties will be decided by arbitration, regardless of the insolvency of either party, unless the liquidator, receiver or statutory successor is specifically exempted from an arbitration proceeding by applicable law.

Either party may initiate arbitration by providing written notification to the other party that sets forth (a) a brief statement of the issue(s); (b) the failure of the parties to reach agreement; and (c) the date of the demand for arbitration.

The arbitration panel shall consist of three arbitrators who must be impartial and each of whom must, at that time, either be accredited as an arbitrator by ▇▇▇▇▇-US or be an active or former officer of a life insurance or reinsurance companies other than the parties or their affiliates.

Each party shall select an arbitrator within thirty (30) days from the date of the demand. If either party shall refuse or fail to appoint an arbitrator within the time allowed, the party that has appointed an arbitrator may notify the other party that, if it has not appointed its arbitrator within the following ten (10) days, the arbitrator will appoint an arbitrator on its behalf. The two (2) arbitrators shall select the third arbitrator, who must also be, at that time, accredited by ▇▇▇▇▇-US as an Umpire, within thirty (30) days of the appointment of the second arbitrator. If the two arbitrators fail to agree on the selection of the third arbitrator within the time allowed, the Umpire Selection Procedures of ▇▇▇▇▇-US, as in force at that time, shall be used to select the third arbitrator.

The arbitrators shall interpret this Agreement as an honorable engagement rather than merely as a legal obligation and shall consider equitable principles as well as industry custom and practice regarding the applicable insurance and reinsurance business. The arbitrators are released from judicial formalities and shall not be bound by strict rules of procedure and evidence.

The arbitrators shall determine all arbitration schedules and procedural rules and may, in their discretion, use applicable ▇▇▇▇▇-US forms and procedures. Organizational and other meetings will be held in New York, NY, unless the arbitrators shall otherwise provide. The arbitrators shall decide all matters by majority vote.

The decisions of the arbitrators shall be final and binding on both parties. The arbitrators may, in their discretion, award costs and expenses as they deem appropriate, including but not limited to legal fees and interest. Judgment may be entered upon the final decisions of the arbitrators in any court of competent jurisdiction. The arbitrators may not award any exemplary or punitive damages.

Unless the arbitrators shall provide otherwise, each party will be responsible for (a) all fees and expenses charged by its respective counsel, accountants, actuaries and other representatives in connection with the arbitration and (b) one-half of the expenses of the arbitration, including the fees of the arbitrators.

The Cedent may amend, substitute, add or delete variable investment funds to the investment options supporting the annuity contracts as described in the contract general provisions. The Retrocedent however, shall require of the Cedent that no such change shall be made without prior notification to the Retrocedent, which notification shall be promptly forwarded to the Retrocessionaire, and without the prior approval of the Securities and Exchange Commission (SEC) or applicable self-regulatory body approval, if necessary. The Retrocedent shall contractually require the Cedent to provide thirty (30) days prior written notice, unless otherwise agreed to by the Retrocedent and the Retrocessionaire, of any proposed change in the investment options supporting Reinsured Contracts. The Retrocedent shall require that the Cedent shall maintain a reasonable selection of core investment options with characteristics similar to those listed in Schedule B.

The Retrocedent shall give the Retrocessionaire thirty (30) days prior written notice, unless otherwise agreed to by the Retrocedent and the Retrocessionaire, of any other accepted changes to the Reinsured Contracts relating to a Cedent’s annuity product design and/or death benefit design, fees and charges, distribution systems and/or methods or addition of any riders to any Reinsured Contract forms.

In the event that any accepted change described above, except any change or modification that is required by law, shall result in a material change in the underlying risk, the Retrocessionaire shall have the right to modify, for that product line only, any of the terms of this Agreement in order to restore the Retrocessionaire to its original position.

Replacing a fund manager when the fund’s investment objective, as determined by both MorningStar and Lipper Inc., remains unchanged.

Substituting one fund for another fund having the same MorningStar and Lipper Inc. investment objective.

The Retrocedent shall contractually require in each Reinsurance Agreement that the Cedent shall simultaneously provide to the Retrocessionaire, as a Notice on behalf of the Retrocedent hereunder, a duplicate copy of any notice to the Retrocedent of any proposed change in the investment options supporting Reinsured Contracts, and/or any other accepted changes to the Reinsured Contracts relating to a Cedent’s annuity product design and/or death benefit

design, fees and charges, distribution systems and/or methods or addition of any riders to any Reinsured Contract forms.

The Retrocedent shall provide to the Retrocessionaire a copy of each general communication that the Cedent sends to contract holders in any state.

Each party shall maintain the confidentiality of all information, including legally protected personal information pertaining to individuals, that is provided to it by the other party in connection with this Agreement; provided, however, that this obligation of confidentiality shall not apply (a) if and to the extent that disclosure is required by applicable law or any court, governmental agency or regulatory authority or by subpoena or discovery request in pending litigation; (b) if the information is or becomes available from public information (other than as a result of prior unauthorized disclosure by the disclosing party); (c) if the information is or was received from a third party not known by the disclosing party to be under a confidentiality obligation with regard to such information; or (d) if the information was in the possession of the disclosing party (having received such information on a non-confidential basis) other than by reason of the services performed pursuant to this Agreement; provided, further, that legally protected information shall not be disclosed or used in violation of applicable law.

In the event that either party becomes legally compelled to disclose any such confidential information, such party will give prompt written notice of that fact to the other party so that such other party may seek an appropriate remedy to prevent such disclosure; provided, however, that this provision shall not apply to information that is or otherwise becomes available to the public or that was previously available to the public on a non-confidential basis.

Information may be disclosed (duplicating is permitted for such disclosure) to a party’s directors, officers, employees, agents, affiliates (excluding Reinsurance Group of America, Incorporated, as an affiliate of the Retrocedent) and external advisors and their directors, officers, employees, professional advisers, agents and rating agencies (collectively, the “Representatives”) and all such Representatives shall be advised of the terms of this Agreement and each party shall be responsible for any breach of the terms of this Agreement by its Representatives.

Notice. Written notices under this Agreement shall be effective when delivered to any party at the address provided herein:

If to the Retrocessionaire:

If to the Retrocedent:

Administrative Communications and Payment Remittances. Each party shall, by written notice to the other, designate offices and depositaries for the receipt of administrative communications and payment remittances. Administrative communications and payments remittances shall be deemed delivered only upon actual receipt by the designated office or depositary, respectively.

Amendment and Non Waiver. Any change or modification of this Agreement shall be null and void unless made by amendment to the Agreement and signed by both parties. No waiver by either party of any default by the other party in the performance of any promise, term or condition of this Agreement shall be construed to be a waiver by such party of any other or subsequent default in performance of the same or any other promise, term or condition of this Agreement. No prior transactions or dealings between the parties shall be deemed to establish any custom or usage waiving or modifying any provision hereof. The failure of either party to enforce any part of this Agreement shall not constitute a waiver by such party of its right to do so, nor shall it be deemed to be an act of ratification or consent.

Assignment. This Agreement shall be binding on the parties and their respective successors and permitted assignees. This Agreement may not be assigned by

either party without the written consent of the other, which consent shall not be unreasonably withheld.

Reinsured Contract Assignments. The Retrocedent may, in its discretion and without the separate consent of the Retrocessionaire, accept a substitution of a majority-owned affiliate of Metropolitan Life Insurance Company in lieu of any Cedent as to any Reinsured Contract, whether by assumption reinsurance or otherwise, with the Reinsured Contract continuing in force unchanged, which substitution shall be binding on the Retrocessionaire.

Severability. In the event that any provision or term of this Agreement shall be held invalid, illegal or unenforceable, all of the other provisions and terms shall remain in full force and effect to the extent that their continuance is practicable and consistent with the original intent of the parties. In addition, if provisions or terms are held invalid, illegal or unenforceable, the parties will attempt in good faith to renegotiate the Agreement to carry out its original intent.

Survival. All provisions of this Agreement shall, to the extent necessary to carry out the purposes of this Agreement or to ascertain and enforce the parties’ rights hereunder, survive its termination.

Choice of Law, Forum and Consent to Service. This Agreement is subject to and is to be interpreted in accordance with the laws of the State of New York without regard to the New York choice of law rules. While the parties contemplate that all disputes will be decide through negotiation or arbitration as provided herein, in the event of any legal proceedings, the parties shall submit to the exclusive jurisdiction of courts of the State of New York and the United States of America located in the City of New York and shall abide by the final decision of such courts. Each party hereby designates the Superintendent of Insurance of the State of New York as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the other party arising out of the Agreement. Process accepted by the Superintendent on behalf of party shall be forwarded to that party at the address specified herein.

Settlements. Claim settlements made by the Retrocedent in good faith, including compromises, shall be unconditionally binding on the Retrocessionaire.

Payments. All reinsurance settlements and other payments will be effected through off-setting balances, electronic funds transfers or as the parties may otherwise agree to carry out the purposes of this Agreement.

Currency. All financial transactions under this Agreement shall be made in U. S. dollars.

Intermediaries. Each party represents that all negotiations relative to this Agreement and the transactions contemplated hereby, including any subsequent Assumption Reinsurance Agreement with respect to the Reinsured Contracts,

have been carried out by the Retrocedent and the Retrocessionaire directly and without the intervention of any person in such manner as to give rise to any valid claim by any other person for a finder’s fee, brokerage commission or similar payment.

Construction Rules. Each party represents that its has been represented by and relied on the advice of counsel of its choice in the negotiation and drafting of the Agreement. The parties affirm that their respective counsel have had a substantial role in the drafting and negotiation of this Agreement and, therefore, the rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any Schedule attached hereto.

Authority. Each party represents that it has full power and authority to enter into and to perform this Agreement and that the person signing this Agreement on its behalf has been properly authorized and empowered to do so. Each party further acknowledges that it has read this Agreement, understands it and agrees to be bound by it.

Changes. In the event the Retrocedent’s liability to make any payment is changed due to a modification or cancellation of a Reinsured Contract, Retrocessionaire’s liability to make any such payment shall also be changed in the same manner and to the same extent. In the event that the amount of liability provided by a Reinsured Contract is increased or reduced because of a misstatement of age or sex, the reinsurance liability of the Retrocessionaire shall be increased or reduced by the same amount. Any adjustments for this reason shall be made without interest.

Unreasonable Refusal of Agreement. Neither party, acting unreasonably, will withhold agreement to any discretionary action for the sole purpose of terminating this Agreement or otherwise frustrating its purpose.

Representations and Warranties. The Retrocedent acknowledges that, at the Retrocessionaire’s request, Retrocedent has provided certain information pertaining to the Reinsured Contracts for the Retrocessionaire’s consideration. This information included but is not limited to a copy of the contract forms referenced in Schedule A and the Reinsurance Agreements referenced in Exhibit V. The Retrocedent represents that all factual information that it provided to the Retrocessionaire is complete and accurate as of the date of the document in which such information is contained. The Retrocedent further represents that any assumptions made in providing this information were based upon informed judgment and are consistent with sound actuarial principles. The Retrocedent further represents that it is not aware of any omissions, errors, changes or discrepancies that would materially affect this information. Retrocedent acknowledges that the Retrocessionaire has relied on this information and the foregoing representations in entering into this Agreement. The preceding representations and the information provided are not to be construed as warranties by the Retrocedent to the Retrocessionaire with respect to future

mortality, surrender, expense or investment experience of the Reinsured Contracts or their associated liabilities and assets; provided, however, that the Retrocedent shall provide to the Retrocessionaire a copy of each substantive amendment of any specimen contract form and Reinsurance Agreement identified in the referenced Schedule and Exhibit, respectively.

Independent Contractor. The parties shall be deemed to be independent contractors, each with full control over its respective business affairs and operations. This Agreement shall not be construed as a partnership or joint venture and neither party hereto shall be liable for any obligations incurred by the other party except as expressly provided herein.

Schedules, Exhibits and Captions. Schedules and Exhibits attached hereto are incorporated into this Agreement. Captions are provided for reference only.

Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

The Retrocedent shall notify the Retrocessionaire in advance of entry into any amendment to the Reinsurance Agreement and, in the event that such amendment would materially change the retroceded liabilities, the parties shall modify the provisions of this Agreement to restore the Retrocessionaire to its original position unless the parties shall agree otherwise.

The parties will make a joint election, in accordance with Treas. Reg. 1.848-2(g)(8), issued December 28, 1992, under § 848 of the Internal Revenue Code and the party with the net positive consideration under this Agreement will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitations of § 848(c)(1) of the Code;

the election will take effect on the Effective Date and will remain in effect for all subsequent years that this Agreement remains in effect; and

each party shall attach a schedule to its federal income tax return for its first taxable year ending after the election becomes effective that identifies the agreements (including this Agreement) for which joint elections have been made under this Regulation.

Pursuant to this joint election:

each party will exchange information pertaining to the amount of net consideration under this Agreement to assure consistency or as may otherwise be required by the Internal Revenue Service;

Retrocedent will submit its calculation of the “net consideration” as defined under the above referenced regulation to Retrocessionaire not later than May 1 for each and every tax year for which this Agreement is in effect;

Retrocessionaire may challenge such calculation within ten (10) working days of receipt of the Retrocedent’s calculation; and

the parties will act in good faith to reach agreement as to the correct amount of net consideration whenever there is disagreement as to the amount of net consideration as determined under Treas. Reg. 1.848-2(f).

Each party represents and warrants that it is subject to U. S. taxation under Subchapter L of Chapter 1 of the Code.

Retrocessions may be made to this Agreement through June 30, 2004, subject to a limit of [***] of total new considerations to the Retrocessionaire on the product(s) retroceded hereunder; provided, however, that the parties may, by agreement, amend this Agreement at anytime to provide for retrocessions of ceded liabilities under Reinsured Contracts beyond or in excess of the limitations set forth herein.

Anytime on or after June 30, 2004, or anytime on or after the attainment of the limit for total new considerations described in Paragraph A, and upon ninety (90) days prior written notice, either the Retrocedent of the Retrocessionaire may cancel this Agreement for future retrocessions.

Retrocessions may be made to this Agreement through June 30, 2004, subject to a limit of [***] of total new considerations to the Retrocessionaire on the product(s) retroceded hereunder; provided, however, that the parties may, by agreement, amend this Agreement at anytime to provide for retrocessions of ceded liabilities under Reinsured Contracts beyond or in excess of the limitations set forth herein.

Anytime on or after June 30, 2004, or anytime on or after attainment of the limit for total new considerations described in Paragraph C, and upon ninety (90) days written notice, either the Retrocedent or the Retrocessionaire may cancel this Agreement for future retrocessions.

The Retrocessionaire provides the retrocession coverage hereunder with the understanding that the Cedent will not provide its distributors (e.g., wholesalers, producers, etc.) compensation that is different from that which is stated below. In the event that this proves to be otherwise, the Retrocessionaire may amend terms of this Agreement to return it to its original risk profile. Should this not be possible, the Retrocessionaire may immediately terminate this reinsurance arrangement for new and inforce business.

Commutation of term certain annuity payments or any other liquidity feature is unavailable to those individuals who annuitize under the Income Program. In the event that this proves to be otherwise, the Retrocessionaire may amend terms of

this Agreement to return it to its original risk profile. Should this not be possible, the Retrocessionaire may immediately terminate this reinsurance arrangement for new and inforce business.

Except as otherwise provided herein, the Agreement shall be unlimited in duration but may be reduced or terminated for future retrocessions as provided above.

This Agreement shall remain in force as provided herein until the termination of the Retrocedent’s liability on the Reinsured Contracts.

Either party may terminate this Agreement in the event that the other party is in material breach of the terms or conditions of this Agreement provided that the terminating party has notified the other party of the breach and the other party has not initiated the cure of such breach within thirty (30) days after such notice to be effectuated as promptly as possible.

In the event that a Cedent shall terminate a Reinsurance Agreement for the cession of new annuity contract liabilities because, in its discretion, after a good faith effort, it was unable to obtain regulatory credit for reinsurance ceded to the Reinsurance Agreement, this Agreement shall continue in effect, on a run-off basis, for all annuity contract liabilities retroceded by that Cedent prior to the Reinsurance Agreement termination date; provided, however, that the Retrocedent shall co-operate with any Cedent in a good faith effort to obtain regulatory credit for reinsurance ceded to the Reinsurance Agreement.

By:

/s/ illegible ▇▇▇▇▇▇▇                        

Title:

Manager

By:

/s/ illegible W ▇▇▇▇                        

Title:

President & CEO

By:

/s/ illegible

Title:

Assistant Actuary

Schedule A

Plans of Reinsurance

Schedule B

Investment Funds

Schedule C

Required Data and Suggested Layout

Exhibit I

1994 Variable Annuity MGDB Mortality Table

Mortality Table – Income Program (Annuity 2000 Valuation)

Projection Scale G

Exhibit II

Retrocession Premiums

Exhibit III

Benefit Limitation Rules

Exhibit IV

Annuitization Rate and Exposure Determination

Exhibit V

Reinsurance Agreements:

MetLife Investors Insurance Company

MetLife Investors Insurance Company of California

MetLife Investors Insurance Company USA

New England Life Insurance Company

Retrocessionaire’s Percentage:

Effective Date:

Death Benefits Retroceded:

Annual Step-Up Benefit for issue ages 0-79: Greater Maximum Anniversary Value to attained age 80; GMDB frozen thereafter.

Greater of 5% Index and Annual Step-Up for issues ages 0-79: Greater maximum Anniversary Value to attained age 80 and 5% Rollup to attained age 80; GMDB frozen thereafter.

Before the contract anniversary immediately prior to the owner’s 81^st birthday, the EPB is,

On or after the contract anniversary immediately prior to the owner’s 81^st birthday, the EPB is,

GMIB (Contractual Income Program Benefit) Retroceded:

Affiliated Companies and Related Contracts:

Death Benefit Rider (Greater of Annual Step-Up and 5% Annual Increase), Form 7016 (11/00)

Death Benefit Rider (Annual Step-Up) Form 7017 (11/00)

Additional Death Benefit Rider Form 7019 (11/00)

Guaranteed Minimum Income Benefit Form 7018 (11/00)

Death Benefit Rider (Greater of Annual Step-Up and 5% Annual Increase), Form 7016 (11/00)

Death Benefit Rider (Annual Step-Up) Form 7017 (11/00)

Additional Death Benefit Rider Form 7019 (11/00)

Guaranteed Minimum Income Benefit Form 7018 (11/00)

Death Benefit Rider (Greater of Annual Step-Up and 5% Annual Increase), Form 8016 (11/00)

Death Benefit Rider (Annual Step-Up) Form 8017 (11/00)

Additional Death Benefit Rider Form 8019 (11/00)

Guaranteed Minimum Income Benefit Form 8018 (11/00)

Death Benefit Rider (Greater of Annual Step-Up and 5% Annual Increase), Form NEL-540(05/01)

Death Benefit Rider (Annual Step-Up) Form NEL-550 (05/01)

Additional Death Benefit Rider Form NEL-570 (05/01)

Guaranteed Minimum Income Benefit Form NEL-560 (05/01)

MetLife Investors, MetLife Investors of CA and Metlife Investors USA Portfolios

New England Zenith Fund

      Back Bay Advisors Money Market Series

      Back Bay Advisors bond Income Series

      Salomon Brothers Straategic Bond Opportunities Series

      Salomon Brothers U.S. government Series

      Balanced Series

      ▇▇▇▇▇ Equity Growth Series

      ▇▇▇▇▇ Venture Value Series

      ▇▇▇▇▇▇ Oakmark Mid Cap Value Series

      ▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Series

      MFS Investors Trust Series

      MFS Research Managers Series

      Westpeak Growth and Income Series

Metropolitan Series Fund

      ▇▇▇▇▇▇ Brothers Aggregate Bond Index Portfolio

      Janus Growth Portfolio

      Janus Mid Cap Portfolio

      MetLife Mid Cap Stock Portfolio

      MetLife Stock Index Portfolio

      ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners Mid Cap Value Portfolio

      ▇▇▇▇▇▇ Large Cap Growth Portfolio

      Franklin ▇▇▇▇▇▇▇▇▇ Small Cap Growth Portfolio

      ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EAFE Index Portfolio

      ▇▇▇▇▇▇ International Stock Portfolio

      ▇▇▇▇▇▇▇ 2000 Index Portfolio

      State Street Research Aurora Small Cap Value Portfolio

      State Street Research Investment Trust Portfolio

Met Investors Series Trust

      Lord ▇▇▇▇▇▇ Bond Debenture Portfolio

      PIMCO Total Return Portfolio

      MFS Mid-Cap Growth Portfolio

      MFS Research International Portfolio

      PIMCO Innovation Portfolio

American Funds Insurance Series

      American Funds Growth Fund

      American Funds Growth-Income Fund

      American Funds Global Small Capitalization Fund

2000 Valuation (per thousand rates)

(applies at attained age)

Products Covered:

50% of SC covered

Products Covered:

No SC covered

Products Covered:

Products Covered:

50% of SC covered

Products Covered:

No SC covered

Products Covered:

AV(Jan_B) +

      24                   

AV (Feb_B) + AV (Mar_B) + AV (Apr_B) + AV (May_B) +

AV(Jun_B) + AV(Jul_B) + AV(Aug_B) + AV(Sep_B) +

                                             12

AV(Oct_B) + AV(Nov_B) + AV(Dec_B) +

▇▇ (▇▇▇ _▇)

      24     

AV(Jan_B) +

    24                

AV (Feb_B) + AV (Mar_B) + AV (Apr_B) + AV (May_B) +

AV(_JunB) + AV(Jul_B) + AV(Aug_B) + AV(Sep_B) +

                                     12

AV(Oct_B) + AV(Nov_B) + AV(Dec_B) +

▇▇ (▇▇▇ _▇)

        24

total IBB value for each reinsured contract, as of the contract’s anniversary in calendar year Z, which is eligible to annuitize under the Income Program (i.e., past their waiting period) by November 30^th of year Z.

total IBB value for each reinsured contract, as of the contract’s anniversary in calendar year Z, which is eligible to annuitize under the Income Program during the month of December in year Z (i.e. not part of Wz).

total IBB value, from cohort Wz, terminating within 30-days after the contract’s anniversary in year Z; total IBB value is measured as of the date of termination

total IBB value, from cohort Nz, terminating within 30-days after the contract’s anniversary in year Z; total IBB value is measured as of the date of termination

Death of owner or annuitant resulting in payment of death benefit

Surrender of Contract and partial withdrawals

Annuitizations which are not under the Income Program

Attainment of maximum annuitization age or attained age 95, if earlier

total IBB value, as of the contract’s anniversary in calendar year Z, from cohort Wz which annuitized under the Income Program rider during year Z

total IBB value, as of the contract’s anniversary in calendar year Z, from cohort Nz which annuitized under the Income Program rider during year Z

Annuitization_Rate_Z    =

A_z (W_Z) + A_Z(N _Z)+A_Z(N_Z-1)

                Exposure_z

The Retrocessionaire accepts the retrocessions that the Retrocedent proposed in accordance with the provisions of Article I, Paragraph D, with respect to those Reinsured Contracts that the Cedents issued between April 1, 2001 and June 30, 2001, that are referenced in Schedule A, Paragraph B.

The attached Schedule B (Revised), Investment Funds, amends and, as amended, restates Schedule B, Investment Funds. The Retrocedent shall provide quarterly reports to the Retrocessionaire containing the distributions of account values within the ▇.▇. ▇▇▇▇▇▇▇ Fund Portfolios; and

On and after the dates specified in Schedule B (Revised) that apply to Reinsured Contracts issued through ▇.▇. ▇▇▇▇▇▇▇, upon a showing of material prejudice as a result of the greater expense or greater expected volatility of the ▇.▇. ▇▇▇▇▇▇▇ investment funds than experienced in all other investment funds referenced in Article XV(A), the Retrocessionaire may, with the consent of the Retrocedent, which consent shall not be unreasonably withheld, modify the terms of this Agreement with respect thereto upon the conditions and subject to the limitations provided in Article XV(C).

By:

/s/ illegible, Manager

March 13, 2003

Name/Title

AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY

By:

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

20 February 2003

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President

Attest:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇▇, Assistant Vice President

MetLife Investors, MetLife Investors of CA and Metlife Investors USA Portfolios

Added October 1, 2001

Added October 1, 2001

Added October 1, 2001