REINSURANCE AMENDMENT 2

                                 Treaty No. CMC-0902

                                       between

                        Texas Imperial Life Insurance Company

                                         and

                          Alabama Reassurance Company, Inc.


     WHEREAS, Texas Imperial Life Insurance Company (the "Company") and Alabama
     Reassurance Company, Inc.  (the "Reinsurer") are parties  to a reinsurance
     agreement (#CMC-0902)(this "Agreement")and

     WHEREAS,  the Company  and the  Reinsurer are  also parties  to two  other
     reinsurance  agreements (the  "Other  Agreements"), covering  business the
     Company assumed from Trans-Western  Life Insurance Company (#OCO-0802) and
     Family Life Insurance Company of Texas (#CMC-0804), and

     WHEREAS,   the  Company   and  Reinsurer   would   realize  administrative
     efficiencies  by  consolidating the  business  reinsured  under the  Other
     Agreements  with  the  business  reinsured  under this  Agreement,  it  is
     therefore
     AGREED, as follows:

          a)   the "Policies and Risks  Reinsured" as defined in Schedule  A to
               this Agreement is hereby  amended to add the business  listed on
               the respective Schedules A of the Other Agreements; and
          b)   the "Mod-co percentage" as defined in 5.01(b) of this Agreement,
               as of the effective  date of this Amendment shall  be sixty-five
               percent (65%); and 
          c)   the "Administration Expense Allowance"  as defined in 3/02(e) is
               hereby  amended to "an annual rate of three and one-half percent
               (3.5%)of the statutory  reserve on the  portion of the  policies
               reinsured hereunder as of the beginning of the accounting period
               for  which this calculation is being made plus any actual state,
               county,  or  parish premium  taxes paid  by  the Company  on the
               portion of the premiums reinsured hereunder"; and
          d)   the "Reinsurer's Minimum Profit  Retention" is hereby amended to
               "fifty basis point (0.5%) of the coinsurance reserve established
               in accordance with 5.03, as of the beginning of the then current
               accounting period".

     The effective date of this Amendment is January 1, 1996.

     On Behalf of Texas Imperial Life Insurance (Company)

     /s/John D. Cornett, President  12/29/95

     On Behalf of Alabama Reinsurance Company, Inc. (Reinsurer)

     /s/Rodney Windham, VP & Actuary  12/22/95
<PAGE>

                                     SCHEDULE A

                            POLICIES AND RISKS REINSURED
                            ----------------------------

     Under  this Agreement, the Reinsurer reinsures 100% of the following risks
     on the blocks of ordinary life insurance policies issued or assumed by the
     Company and described below:

           FORM          DESCRIPTION                  QUOTA SHARE

             WL          CHAMBERLAIN 3.5%                 100%
          GDBWL          CHAMBERLAIN 3.5%                 100%
           10PL          1958 CSO 3%                      100%
             WL          1958 CSO 3.5%                    100%
           10PL          1980 CSO 4% SEX DISTINCT         100%
           20PL          1980 CSO 4% SEX DISTINCT         100%
           10PL          1980 CSO 6% SEX DISTINCT         100%
           15PL          1980 CSO 6% SEX DISTINCT         100%
           20PL          1980 CSO 6% SEX DISTINCT         100%
           PUWL          1958 CSO (ANB) 3.5% NL           100%
            FPA          FLEXIBLE PREMIUM ANNUITIES       100%
           SPWL          1980 CSO ALB 5.25%               100%
           SPRP          5 PAY, 2YR RETURN OF PREM        100%
          10PRP          10 PAY, 2YR RETURN OF PREM       100%













     Originally Trans-Western treaty
<PAGE>

                                     SCHEDULE A

                            POLICIES AND RISKS REINSURED
                            ----------------------------

     Under this Agreement,  the Reinsurer  reinsures a 20%  quota share of  the
     risks  on the  blocks  of insurance  policies issued  by  the Company  and
     described below:


       VALUATION                                          POLICY COUNT
          CODE           DESCRIPTION                      as of 8/1/94
     --------------------------------------------------------------------

          M161           CHAMBERLAIN 3.5%                     14,193

          M121           CHAMBERLAIN 2.5%                        738

          O143           58CSO ANB MALE 3% CRVM                  186

          0163           58CSO ANB MALE 3.5% CRVM              1,863

          N143           41CSO 3% CRVM                            77

          S163           58CSO ALB MALE 3.5% CRVM                156

          M122           CHAMBERLAIN 2.5%                      1,202

          M121           CHAMBERLAIN 3.5%                     21,631

          0141           PAID UP - 58CSO ANB MALE 3% NL           83

          M161           PAID UP - CHAMBERLAIN 3.5%                2

          M162           PAID UP - 58CSO ANB MALE 3% CRVM         16

          0143           FULLY PAID UP - 58CSO ANB MALE 3% CRVM    7

          0143           ETI - 58CSO ANB MALE 3% CRVM             43
















     Originally Family Life Treaty