This Automatic Reinsurance Agreement
(hereinafter referred to as the "Agreement")

is made between

First Life America Corporation,
a Kansas insurance company

and

Wilton Reassurance Company
a Minnesota insurance company


Effective January 1, 2005



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                                                              Table of Contents

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ARTICLE 1 -                PREAMBLE
                           1.1      Parties to the Agreement

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ARTICLE 2 -                AUTOMATIC REINSURANCE
                           2.1      General Conditions
                           2.2      Retained Amounts

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ARTICLE 3 -                COMMENCEMENT OF LIABILITY
                           3.1      Commencement of Liability
                           3.2      Conditional Receipt or Temporary Insurance

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ARTICLE 4 -                REINSURED RISK AMOUNT
                           4.1      Life

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ARTICLE 5 -                PREMIUM ACCOUNTING
                           5.1      Policy Premiums
                           5.2      Payment of Premiums
                           5.3      Delayed Payment
                           5.4      Failure to Pay Premiums
                           5.5      Premium Rate Guarantee

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ARTICLE 6 -                REDUCTIONS, TERMINATIONS
                           AND CHANGES
                           6.1      Reductions and Terminations
                           6.2      Increases
                           6.3      Risk Classification Changes
                           6.4      Reinstatement
                           6.5      Nonforfeiture Benefits
                           6.6      Cash Surrenders
                           6.7      Policy Loans

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ARTICLE 7 -                CLAIMS
                           7.1      General
                           7.2      Claims Management
                           7.3      Notice
                           7.4      Proofs
                           7.5      Claims Cooperation and Contestable Claims
                           7.6      Form of Payment; Contractual Interest
                           7.7      Claim Expenses
                           7.8      Misrepresentation or Suicide
                           7.9      Misstatement of Age or Sex
                           7.10     Extra-Contractual Damages

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ARTICLE 8-                 RESERVES
                           8.1      Credit for Reinsurance
                           8.2      Reserve Methodology and Reporting



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<PAGE>


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ARTICLE 9 -                RETENTION LIMIT CHANGES


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ARTICLE 10 -               RECAPTURE
                           10.1     No Recapture Right

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ARTICLE 11 -               GENERAL PROVISIONS
                           11.1     Currency
                           11.2     Premium Tax
                           11.3     Dividends
                           11.4     Minimum Cession
                           11.5     Inspection of Records
                           11.6     Compliance
                           11.7     Certain Representations
                           11.8     Business Continuity
                           11.9     Underwriting Continuity
                           11.10    Interest Rate
                           11.11    Utmost Good Faith
                           11.12    Assignment and Transfer
                           11.13    No Waiver
                           11.14    Survival
                           11.15    Governing Law
                           11.16    Entire Agreement
                           11.17    Severability

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ARTICLE 12 -               DAC TAX


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ARTICLE 13 -               OFFSET


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ARTICLE 14 -               INSOLVENCY
                           14.1     Definition
                           14.2     Insolvency of the Ceding Company
                           14.3     Insolvency of the Reinsurer

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ARTICLE 15 -               ERRORS AND OMISSIONS


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ARTICLE 16 -               DISPUTE RESOLUTION


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ARTICLE 17 -               ARBITRATION


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ARTICLE 18 -               CONFIDENTIALITY
                           18.1     General
                           18.2     Non-Public Personal Information


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ARTICLE 19 -               DURATION OF AGREEMENT


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ARTICLE 20 -               EXECUTION


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<PAGE>



                                                                        Exhibits

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A -           RETENTION LIMITS


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B -           PLANS COVERED AND BINDING LIMITS


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C -           POLICY PREMIUMS, EXPENSES AND RATES



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D -           SELF - ADMINISTERED REPORTING



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<PAGE>


                                                                       ARTICLE 1
                                                                        Preamble

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PARTIES TO THE AGREEMENT                                                     1.1

This is a  coinsurance  agreement for indemnity  reinsurance  (the  "Agreement")
solely between First Life America  Corporation,  a Kansas life insurance company
(the "Ceding Company"),  and Wilton Reassurance  Company, a Minnesota  insurance
company (the "Reinsurer"), collectively referred to as the "parties."

The  acceptance  of risks  under this  Agreement  will  create no right or legal
relationship between the Reinsurer and the insured,  owner or beneficiary of any
insurance policy or other contract of the Ceding Company.

The  Agreement  will be binding upon the Ceding  Company and the  Reinsurer  and
their respective successors and assigns.



                                       5
<PAGE>




                                                                       Article 2
                                                           Automatic Reinsurance

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GENERAL CONDITIONS                                                           2.1

On and after the  effective  date of this  Agreement,  the Ceding  Company  will
automatically  cede to the  Reinsurer a portion of the life  insurance  policies
listed in Exhibit B.

The  Reinsurer  will  automatically  accept  its  share of the  above-referenced
policies up to the limits shown in Exhibits B, provided that:

a.   the Ceding  Company  keeps its full  retention as specified in Exhibit A or
     otherwise  holds  its full  retention  on a life  under  previously  issued
     inforce policies. If the Ceding Company is already on risk for its required
     retention   under   previously   issued   policies,   the  Reinsurer   will
     automatically accept reinsurance for newly-issued policies according to the
     Automatic  Binding  Limits set out in Exhibit B provided the Ceding Company
     has applied the same underwriting  standards,  guidelines and procedures to
     such  policies  it would have  applied if the Ceding  Company  were to have
     retained all risks under such policies  without regard to this Agreement or
     other reinsurance;

b.   in rating,  pricing and issuing the policies  ceded  hereunder,  the Ceding
     Company  applies  without  exception or waiver the  published  underwriting
     standards,  rules,  manuals,  guidelines  and  procedures  disclosed to the
     Reinsurer  in  connection  with  the  placement  of this  reinsurance  (the
     "Business  Guidelines").  Unless the  Reinsurer  consents in  writing,  (i)
     underwriting and pricing with respect to the policies  reinsured under this
     Agreement  will be  accomplished  strictly in accordance  with the Business
     Guidelines without exception, modification or waiver and (ii) failure to so
     apply the  Business  Guidelines  will result in exclusion of risks from the
     scope of the reinsurance provided hereunder;

c.   the total of the new  ultimate  amount of  reinsurance  required  including
     contractual increases,  and the amount already reinsured on that life under
     this  Agreement  and all other  agreements  between the  Reinsurer  and the
     Ceding  Company,  does not exceed the Automatic  Binding  Limits set out in
     Exhibit B;

d.   policies  issued  comply  with the maximum  issue age limits and  residency
     requirements, if any, stated in Exhibits B;

e.   the  application is on a life that has not been submitted on a facultative,
     facultative obligatory or initial inquiry basis to any reinsurer within the
     last 5 years,  unless the reason for any prior  facultative  submission was
     solely for capacity that may now be  accommodated  within the terms of this
     Agreement;

f.   each  policy  provides  for the  maximum  normal  periods  of  suicide  and
     contestability protection permitted by applicable law;

g.   business  assumed  by  the  Ceding  Company  acting  in the  capacity  of a
     retrocessionaire,  with the exception of business  assumed from an affilate
     of the  originating  company  (at either the time of issue of the policy or
     subsequent retrocession of the policy), is not covered;


                                       6
<PAGE>

h.   plans  with  expiration  dates  of 5 years  or less  are not  eligible  for
     automatic coverage under this reinsurance;

i.   in addition to other  conditions  and  limitations of coverage set forth in
     this  Agreement,  this  Agreement  does  not  cover  the  following  unless
     specified elsewhere: (i) noncontractual conversions,  rollovers,  exchanges
     or group  conversions;  (ii)  policies  issued under any program where full
     current evidence of insurability consistent with the amount of insurance is
     not obtained, or where conventional  selection criteria consistent with the
     Business  Guidelines are not applied in underwriting  the risk;  including,
     without limitations, group life, worksite marketing COLI/BOLI/TOLI and FOLI
     coverages;  and (iii) any conversion of a previously issued policy that had
     been reinsured with another reinsurer.


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RETAINED AMOUNTS                                                             2.2

The Ceding  Company  may not  further  reinsure  amounts it has  retained on the
business covered under this Agreement,  on any basis,  without the prior written
consent of the Reinsurer.



                                       7
<PAGE>


                                                                       ARTICLE 3
                                                       Commencement of Liability

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COMMENCEMENT OF LIABILITY                                                    3.1

The Reinsurer's  liability for any policy accepted in accordance with the terms,
conditions  and  limitations of this Agreement will commence at the same time as
the Ceding Company's contractual liability therefor.


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CONDITIONAL RECEIPT OR TEMPORARY INSURANCE                                   3.2

Reinsurance   coverage  under  a  conditional  receipt  or  temporary  insurance
provision is limited to the Reinsurer's  share of amounts within the Conditional
Receipt or Temporary Insurance Limits specified in Exhibit B. The Reinsurer will
accept  liability  provided  that the Ceding  Company  has  followed  its normal
cash-with-application procedures for such coverage.



                                       8
<PAGE>


                                                                       ARTICLE 4
                                                           Reinsured Risk Amount

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LIFE                                                                         4.1

The reinsured  net amount at risk is equal to the policy face amount  multiplied
by the  Reinsurer's  share as defined in  Exhibit  B. The  Ceding  Company  will
maintain a quota share retention on each policy, up to the maximum limits of its
retention per life for the insured's issue age, as shown in Exhibit A.



                                       9
<PAGE>


                                                                       ARTICLE 5
                                                              Premium Accounting

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PREMIUMS                                                                     5.1

The policy premium rates, commissions,  fees and expenses for business reinsured
under this  Agreement are shown in Exhibit C. The Ceding Company will notify the
Reinsurer  of any change in the  premiums,  fees or charges  for the  underlying
policies due to developing experience or otherwise.

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PAYMENT OF PREMIUMS                                                          5.2

The Ceding  Company shall pay to the Reinsurer the  Reinsurer's  share of policy
premiums.  Such reinsurance  premium amounts are payable monthly as collected by
the Ceding Company.  The Ceding Company will calculate the amount of reinsurance
premium due and, within 15 days after the end of each calendar month,  will send
the  Reinsurer  a  statement  containing  the  information  shown in  Exhibit C,
including,  without limitation,  the amount of reinsurance premiums due for that
period,  applicable fees,  commissions,  expenses and taxes. If an amount is due
the  Reinsurer  for such  period,  the Ceding  Company  will  remit that  amount
together  with the  statement.  If an amount is due the Ceding  Company for such
period,  the  Reinsurer  will remit such amount within 45 days of receipt of the
statement.

All payments due under this Agreement shall be made in U.S. dollars.

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DELAYED PAYMENT                                                              5.3

Premium  balances that remain unpaid for more than 60 days after the  Remittance
Date will accrue  interest.  The Remittance Date is defined as 15 days after the
end of the reporting period.

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FAILURE TO PAY PREMIUMS                                                      5.4

Performance of the Ceding Company's obligations to pay reinsurance premiums is a
condition precedent to the liability of the Reinsurer for reinsurance covered by
this Agreement.  In the event that  reinsurance  premiums are not paid within 60
days of the Remittance  Date, the Reinsurer will have the right to terminate the
reinsurance under all policies having  reinsurance  premiums in arrears.  If the
Reinsurer  elects to exercise its right of termination,  it will give the Ceding
Company 15 days' written  notice of its  intention.  Such notice will be sent by
certified mail.

If all  reinsurance  premiums in arrears,  including  any that become in arrears
during the 15 day notice  period,  are not paid  before  the  expiration  of the
notice  period,  the  Reinsurer  will be relieved of all  liability  under those
policies as of the last date to which premiums have been paid for each, less any
cash values or  recapture/reserve  amounts due. Reinsurance on policies on which
reinsurance  premiums  subsequently fall due will automatically  terminate as of
the  last  date to which  premiums  have  been  paid  for  each  policy,  unless
reinsurance  premiums on those  policies are paid on or before their  Remittance
Dates.

Terminated reinsurance may be reinstated,  subject to approval by the Reinsurer,
within 15 days of the date of  termination,  and upon payment of all reinsurance
premiums in arrears  including any interest accrued thereon.  The Reinsurer will
have no liability for any claims  incurred  between the date of termination  and
the  date of the  reinstatement  of the  reinsurance.  The  right



                                       10
<PAGE>

to terminate  reinsurance  will not prejudice the  Reinsurer's  right to collect
premiums  for the period  during  which  reinsurance  was in force  prior to the
expiration of the 15 days' notice.




                                       11
<PAGE>

                                                                       ARTICLE 6
                                            Reductions, Terminations and Changes

Whenever a change is made in the status,  plan, amount or other material feature
of a policy reinsured under this Agreement,  the Reinsurer will, upon receipt of
notification of the change,  provide adjusted reinsurance coverage in accordance
with the  provisions  of this  Agreement.  The Ceding  Company  will  notify the
Reinsurer of any such change within thirty (30) days of its effective date.

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REDUCTIONS AND TERMINATIONS                                                  6.1

In the event of the  reduction,  lapse,  or  termination of a policy or policies
reinsured under this Agreement or any other  agreement,  the Ceding Company will
reduce or terminate  reinsurance on that life. The reinsured  amount on the life
with all reinsurers  will be reduced,  effective on the same date, by the amount
required such that the Ceding  Company  maintains its retention as defined under
this Agreement.

The  reinsurance  reduction  will apply  first to the policy or  policies  being
reduced and then, on a chronological  basis, to other reinsured  policies on the
life,  beginning  with the oldest policy.  If a fully retained  policy on a life
that is reinsured  under this  Agreement is  terminated  or reduced,  the Ceding
Company will reduce the  existing  reinsurance  on that life by a  corresponding
amount,  with the  reinsurance on the oldest policy being reduced first.  If the
amount of reduction  exceeds the risk amount  reinsured,  the reinsurance on the
policy or policies will be terminated.

The Reinsurer will refund any unearned  reinsurance  premiums net of allowances.
However,  the  reinsured  portion of any policy fee will be deemed  earned for a
policy year if the policy is reinsured during any portion of that policy year.

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INCREASES                                                                    6.2

Contractual and  noncontractual  increases and decreases are not permitted under
this reinsurance without the Reinsurer's prior written consent.


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RISK CLASSIFICATION CHANGES                                                  6.3

Risk classification changes are not permitted under this reinsurance.

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REINSTATEMENT                                                                6.4

If a policy reinsured on an automatic basis is reinstated in accordance with its
terms and in accordance with Ceding Company rules and procedures,  the Reinsurer
will, upon  notification of reinstatement,  reinstate the reinsurance  coverage.
Upon reinstatement of the reinsurance coverage,  the Ceding Company will pay the
contractual reinsurance premiums plus accrued interest for the period and at the
interest rate which it receives on premiums in arrears.

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NONFORFEITURE BENEFITS                                                       6.5

a.   Extended Term
If the original  policy lapses and extended term  insurance is elected under the
terms of the policy,  reinsurance  will  continue on the same basis as under the
original policy until the expiry of the extended term period.



                                       12
<PAGE>

b.   Reduced Paid-up
If the original policy lapses and reduced paid-up insurance is elected under the
terms of the policy, the amount reinsured will be reduced.

The amount  reinsured and the amount  retained will be reduced  proportionately.
The  reinsurance  premiums will be calculated in the same manner as  reinsurance
premiums were calculated on the original policy.

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CASH SURRENDERS                                                              6.6

The Reinsurer will reimburse the Ceding Company for its  proportionate  share of
the cash  surrender  amount  payable by the Ceding Company upon surrender of the
policy without consideration of any policy loans.

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POLICY LOANS                                                                 6.7

The  Reinsurer  does  not   participate  in  policy  loans  or  other  forms  of
indebtedness on policies reinsured under this Agreement.



                                       13
<PAGE>


                                                                       ARTICLE 7
                                                                          Claims

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GENERAL                                                                      7.1

Claims covered under this Agreement include only contractual death claims, which
are those due to the  death of the  insured  on a policy  reinsured  under  this
Agreement and any additional  benefits specified in Exhibit B which are provided
by the underlying  policy and are reinsured under this Agreement.  The Reinsurer
will not  participate in any payments made by the Ceding Company on a gratuitous
or ex-gratia  basis (i.e.,  payments which the Ceding Company is not required to
make under  applicable  policy  terms) and will not be liable for payment of any
additional amounts or damages  attributable to the non-contractual  acceleration
or discount of any benefits,  claims,  losses or other  amounts  relating to the
policies reinsured  hereunder,  whether  liquidated,  unliquidated,  contingent,
non-contingent  or  otherwise  and  whether  arising  by  operation  of  law  or
otherwise.

The total reinsurance  recoverable from all companies will not exceed the Ceding
Company's total  contractual  liability on the policy less the amount  retained.
The maximum  reinsurance  death benefit payable to the Ceding Company under this
Agreement is the risk amount specifically reinsured with the Reinsurer.

Claim amounts are normally credited in the reinsurance accounts for the relevant
accounting  period.  On special request,  however,  the Reinsurer will remit its
share of the claim  immediately  after liability has been admitted by the Ceding
Company after deduction of any balance due to the Reinsurer.  The Ceding Company
shall not deduct claims from the premium statement sent to the Reinsurer without
the Reinsurer's prior written consent.

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CLAIMS MANAGEMENT                                                            7.2

The Ceding Company is responsible  for the settlement of claims in a prudent and
professional  way  in  accordance  with  policy   conditions  and  the  Business
Guidelines and otherwise in accordance with the provisions of this Article 7 and
applicable law. Without limiting the foregoing, in managing claims arising under
the policies  reinsured  hereunder  the Ceding  Company will ensure that (i) the
underlying  policy  was in  force  (any  claim  occurring  prior  to the  policy
documentation being finalized or after the policy has lapsed, however short that
period may be, would be an example of an ex gratia payment if made by the Ceding
Company), (ii) appropriate checks have been made for fraud and misrepresentation
at application and (iii) all required proofs of claim have been received and are
reliable.

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NOTICE                                                                       7.3

The Ceding  Company  will  notify the  Reinsurer  as soon as  possible  after it
receives a claim on a policy reinsured under this Agreement.

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PROOFS                                                                       7.4

The Ceding Company will promptly provide the Reinsurer with proper claim proofs,
including a copy of the proof of payment by the Ceding Company and a copy of the
insured's  death  certificate  in a  mutually-agreed  format.  In  addition,  as
requested by the  Reinsurer,  the Ceding Company will provide to the Reinsurer a
copy of all relevant  documents and other  information  in  connection  with the
claim and the underlying policy as may be reasonably requested by the Reinsurer.


                                       14
<PAGE>


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CLAIMS COOPERATION AND CONTESTABLE CLAIMS                                    7.5

Any  settlement  made by the Ceding Company is binding upon the Reinsurer to the
extent of its liability under the terms of this Agreement.

The Reinsurer shall have the right to audit the claims payment practices and may
prescribe claims notice dollar  thresholds if it reasonably  determines that the
Ceding  Company's  claims  payment   practices  and  procedures  are  materially
inconsistent with the descriptions thereof contained in the Business Guidelines.

After receipt of all required documentation concerning a claim (or any claim for
which the Ceding Company recommends denial,  compromise,  contest or litigation)
and after completing its initial  investigation with respect thereto, the Ceding
Company  will  promptly  notify the  Reinsurer  of its  recommendation  and will
promptly and fully  disclose to the Reinsurer all  information  relating to such
claim and will make all  related  documents  and  information  available  to the
Reinsurer.

The Reinsurer will have ten (10) working days to review information  provided by
the Ceding  Company  with  respect to any such death claim and notify the Ceding
Company in writing of its non-binding  recommendation as well as of its decision
to accept  participation  in any settlement,  denial,  contest,  compromise,  or
litigation as may have been recommended by the Ceding Company. In the absence of
material  misstatements  or omissions in information  provided to the Reinsurer,
the Reinsurer's  decision to accept  participation  in a contest,  compromise or
litigation will be final and binding on the Reinsurer.

If the Reinsurer  affirmatively accepts participation in any denial,  contest or
litigation  proposed  by  the  Ceding  Company,  and  such  denial,  contest  or
litigation, as the case may be, results in a reduction or increase in liability,
the Reinsurer  will share in any such reduction or increase in proportion to its
share of the risk on the  contested  policy.  The Ceding  Company will  promptly
advise the Reinsurer of all significant developments in the claim investigation,
including notification of any legal proceedings against it in response to denial
of the claim.

Subject to  compliance  with the  foregoing  and without  prejudice to its other
rights,  if the Reinsurer does not  affirmatively  accept such  participation or
otherwise  fails  to  reply  with  respect  to a  proposed  denial,  contest  or
litigation  within the required  timeframe,  the Reinsurer will then fulfill its
obligation  fully under this  agreement  as to the claim by paying to the Ceding
Company  its full  share of the  reinsurance  amount,  and will not share in any
subsequent reduction or increase in liability attributable to such contest.

The Ceding  Company  will  promptly  notify the  Reinsurer in the event that any
other  reinsurer  shall notify the Ceding  Company of its  determination  not to
participate in any denial,  contest or litigation proposed by the Ceding Company
or shall indicate for any reason a refusal to pay reinsurance  amounts  asserted
by the Ceding Company to be due with respect to any claim.

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FORM OF PAYMENT; CONTRACTUAL INTEREST                                        7.6

Life benefit  payments  will be made in a single sum,  regardless  of the Ceding
Company's  settlement options. The Reinsurer will pay its proportionate share of
any interest  required under the subject policy to be paid by the Ceding Company
on the death proceeds until the date of settlement.


                                       15
<PAGE>

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CLAIM EXPENSES                                                               7.7

The Reinsurer will pay its share of reasonable out-of-pocket claim investigation
and legal  expenses  connected  with the litigation or settlement of contractual
liability  claims unless the Reinsurer has discharged its liability  pursuant to
Section  7.5 above.  If the  Reinsurer  has so  discharged  its  liability,  the
Reinsurer will not participate in any expenses incurred thereafter.

The  Reinsurer  will not  reimburse  the Ceding  Company for  routine  claim and
administration expenses,  including but not limited to the Ceding Company's home
office expenses,  compensation of salaried  officers and employees and any legal
expenses other than third party expenses  incurred by the Ceding Company.  Claim
investigation expenses do not include expenses incurred by the Ceding Company as
a  result  of a  dispute  or  contest  arising  out  of  conflicting  claims  of
entitlement to policy proceeds or benefits.

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MISREPRESENTATION OR SUICIDE                                                 7.8

If the Ceding  Company  returns  premium to the  policyowner or beneficiary as a
result of misrepresentation or suicide of the insured, the Reinsurer will refund
net reinsurance  premiums received on that policy without interest to the Ceding
Company  in lieu of any other form of  reinsurance  benefit  payable  under this
Agreement.

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MISSTATEMENT OF AGE OR SEX                                                   7.9

In the event of a change in the amount of the Ceding  Company's  liability  on a
reinsured policy due to a misstatement of age or sex, the Reinsurer's  liability
will change  proportionately.  The face amount of the policy  reinsured  will be
adjusted  from the  inception of the policy and any  difference  will be settled
without interest.

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EXTRA-CONTRACTUAL OBLIGATIONS                                               7.10

For  purposes  of  this  Agreement,  "Extra  Contractual  Obligations"  are  any
obligations,   incurred  by  the  Ceding  Company,  its  affiliates,  directors,
officers,  employees,  agents or other  representatives  other than  contractual
obligations  arising under the express  written terms and conditions of a policy
and  include,  but are not  limited to,  punitive  damages,  bad faith  damages,
compensatory  damages,  and other damages or statutory penalties which may arise
from willful and/or negligent acts, errors or omissions by the Ceding Company or
its affiliates, directors, officers, employees agents or other representatives.

The Reinsurer is not liable for Extra Contractual Obligations, including related
expenses,  associated  with the denial or contest of any claim  under any policy
reinsured unless it was an active party, and directed or consented to the act or
course of conduct that led directly to the  imposition of the Extra  Contractual
Obligations.  In these  situations,  the Ceding  Company and the Reinsurer  will
share  in Extra  Contractual  Obligations,  in  equitable  proportions,  but all
factors being equal,  the division of any assessments  would be in proportion to
the total risk accepted by each party for the plan of insurance involved.

Notwithstanding  anything  stated  in this  Article  7.10 to the  contrary,  the
Reinsurer  has not accepted and will not be liable under this  Agreement for any
Extra  Contractual  Obligations or expenses  incurred by the Ceding Company as a
result of any  negligence,  fraud or  wrongful  act,  error or  omission  by any
employee  or officer of the Ceding  Company or an agent or other  representative
representing  the Ceding  Company in  implementing  the


                                       16
<PAGE>


claims handling action agreed upon by the Ceding Company and the Reinsurer.



                                       17
<PAGE>


                                                                       ARTICLE 8
                                                                        Reserves

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CREDIT FOR REINSURANCE                                                       8.1

If Reinsurer at any time is not licensed or accredited  in the Ceding  Company's
current state of domicile and by virtue  thereof the Ceding  Company is not able
to receive statutory reserve credit for reinsurance in such state, the Reinsurer
and  Ceding  Company  agree  to make  all  reasonable  efforts  to  qualify  the
reinsurance   provided  hereunder  for  statutory  reserve  credit  through  the
provision by the Reinsurer of  appropriate  collateral or other  approaches.  In
such event, the Reinsurer will have the right at its option to substitute one or
more forms of such  collateral  with other  forms as would  qualify  reinsurance
provided  hereunder for statutory  reserve  credit and the Ceding Company agrees
that it will  cooperate with the Reinsurer in such regard,  including,  promptly
taking any such  actions as may be  reasonably  requested  by the  Reinsurer  in
respect of the release of  collateral  in connection  with the  substitution  of
other adequate collateral amounts.

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RESERVE METHODOLOGY AND REPORTING                                            8.2

The Reinsurer will use its own reserve  methodology  for purposes of calculating
any statutory  reserves required to be held for businesses  reinsured under this
Agreement.



                                       18
<PAGE>


                                                                       ARTICLE 9
                                                         Retention Limit Changes

If the Ceding Company changes its maximum  retention  limits as shown in Exhibit
A, it will provide the  Reinsurer  with written  notice of the intended  changes
thirty (30) days in advance of their effective date.

A change to the Ceding  Company's  maximum  retention limits will not affect the
reinsured  policies in force except as specifically  provided  elsewhere in this
Agreement.  Furthermore,  unless agreed between the parties,  an increase in the
Ceding  Company's  retention  schedule  will not effect an increase in the total
risk amount that it may automatically cede to the Reinsurer.

The Ceding Company's quota share percentage  retained as shown in Exhibit A will
remain  unchanged  for new and  inforce  business  unless  otherwise  negotiated
between the parties.



                                       19
<PAGE>


                                                                      ARTICLE 10
                                                                       Recapture

--------------------------------------------------------------------------------
NO RECAPTURE RIGHT

Unless otherwise  agreed in writing,  policies  reinsured  hereunder will not be
eligible  for  recapture,  whether due to an  increase  in the Ceding  Company's
retention or otherwise.



                                       20
<PAGE>



                                                                      ARTICLE 11
                                                              General Provisions

--------------------------------------------------------------------------------
CURRENCY                                                                    11.1

All payments and reporting by both parties under this  Agreement will be made in
United States dollars.

--------------------------------------------------------------------------------
PREMIUM TAX                                                                 11.2

The Reinsurer  will  reimburse the Ceding  Company for premium taxes pursuant to
Exhibit C.

--------------------------------------------------------------------------------
DIVIDENDS                                                                   11.3

The  Reinsurer   will  not  reimburse  the  Ceding   Company  for  dividends  to
policyholders.

--------------------------------------------------------------------------------
MINIMUM CESSION                                                             11.4

The Ceding Company will not cede a policy to the Reinsurer  unless the amount to
be  reinsured  at issue  exceeds the Initial  Minimum  Cession  amount  shown in
Exhibit B.

--------------------------------------------------------------------------------
INSPECTION OF RECORDS                                                       11.5

The Reinsurer,  or its duly appointed  representatives,  will have access to all
records,  whether  written or electronic,  of the Ceding Company  concerning the
business  reinsured  hereunder  for the  purpose  of  inspecting,  auditing  and
photocopying  those  records.  Such access will be provided at the office of the
Ceding  Company  (or  as to  electronic  records,  at the  Reinsurer's  request,
electronically)  and will be during  reasonable  business  hours.  Assuming  the
Reinsurer has  continued to perform the  undisputed  portion of its  obligations
under this Agreement,  the Ceding Company may not withhold access to information
and records on the grounds  that the  Reinsurer  is in breach.  The  Reinsurer's
right of access as  specified  above will survive  until all of the  Reinsurer's
obligations under this Agreement have terminated or been fully discharged.

--------------------------------------------------------------------------------
COMPLIANCE                                                                  11.6

The Ceding Company will perform underwriting, pricing, claims and administrative
services  with  respect  to the  policies  reinsured  hereunder  (i)  except  as
otherwise provided in this Agreement,  at its own expense and without any rights
to reimbursement  from the Reinsurer;  (ii) with levels of skill,  diligence and
expertise relative to the risks being  underwritten  commensurate with generally
accepted best practices  with respect  thereto;  and (iii) in  conformance  with
applicable law and regulation and the requirements of the subject policies.

This  Agreement  applies only to the issuance of insurance by the Ceding Company
in jurisdictions in which it is properly licensed.

The Ceding  Company  represents  that,  to the best of its  knowledge,  it is in
compliance with all state and federal laws applicable to the business  reinsured
under this Agreement, including, without limitation, the requirements of the USA
Partiot Act and the United States  Department  of Treasury's  officer of Foreign
Asset  Control  ("OFAC") and that the  policies  reinsured  hereunder  have been
issued and delivered  and will be performed



                                       21
<PAGE>

by  the  Ceding  Company  in  accordance  with  applicable  law  and  regulation
(including laws and regulations pertaining to required insurable interests).  In
no event shall the Reinsurer be liable for any reinsurance or reinsurance  claim
with respect to any  underlying  policy or coverage  unless the issuance of such
underlying  policy or coverage by the Ceding  Company  satisfies all  applicable
OFAC regulatory requirements.

It is the  Ceding  Company's  responsibility  to ensure  that its  practice  and
applicable forms are in compliance with current Medical Information Bureau (MIB)
guidelines.

--------------------------------------------------------------------------------
CERTAIN REPRESENTATIONS                                                     11.7

The Ceding Company has disclosed to the Reinsurer all  information  known to the
Ceding Company which is material to the risks  reinsured  hereunder and provided
documents and materials for use in connection  with its  assessment of the risks
covered  hereunder  (together,  the "Risk  Evaluation  Materials").  The  Ceding
Company warrants that:

     (i)  all factual information contained in the Risk Evaluation Materials was
          to the  best  of the  Ceding  Company's  knowledge,  materially  true,
          complete and accurate as at the time of disclosure  and not materially
          misleading (whether by omission or otherwise); and

     (ii) to the  best of the  Ceding  Company's  knowledge,  there  has been no
          material  change  in  the  Risk  Evaluation   Materials   between  the
          respective  "as of"  dates of the Risk  Evaluation  Materials  and the
          final execution date of this Agreement.

The Ceding  Company will provide to the  Reinsurer all further  information  and
data of which it is aware that is material to the risks assumed by the Reinsurer
under this Agreement.

To the Ceding  Company's best knowledge and other than as specifically set forth
in Exhibit B, premiums due under the terms of the policies  reinsured  hereunder
have not been  financed  or provided  for under the terms of any (a)  charitable
giving or life  insurance  securitization  program,  whether or not  involving a
charitable institution as a direct or indirect beneficiary,  (b) corporate, bank
or  similar  entity-owned  life  insurance  program,  or (c)  other  undertaking
involving in substance premium financing in which the proceeds of death benefits
with respect to the policies are reasonably  expected to be required directly or
indirectly in order to repay the amount of the underlying financing,  whether as
made  available  by or with the  consent of the Ceding  Company,  any  affiliate
thereof,  or any  agent or  representative  of the  Ceding  Company  or any such
affiliate or any third party.

The Ceding  Company  makes no  representations  and  warranties as to the future
experience or profitability  arising from the policies reinsured hereunder.  The
representations and warranties set forth in this Section 12.6 will not terminate
or expire  until all  liabilities  and  obligations  with  respect  to  policies
reinsured hereunder have been discharged or terminated in full.

--------------------------------------------------------------------------------
BUSINESS CONTINUITY                                                         11.8

This  Agreement has been entered into on the basis that the Ceding  Company will
adhere  to  the   marketing   and   distribution,   policyholder   service   and
administration and claims management policies and procedures as described to the
Reinsurer and  referenced in the Business  Guidelines.  The parties  acknowledge
that changes to, or the Ceding  Company's  failure to comply with,  the Business
Guidelines could materially affect the Reinsurer's



                                       22
<PAGE>

experience as to the policies  reinsured  hereunder and  Reinsurer's  reasonable
expectations in entering into this Agreement.

The Ceding Company will make prompt and full  disclosure to the Reinsurer of any
material change in the Business Guidelines  applicable to the policies reinsured
hereunder  and the  Reinsurer  shall have the right to approve any change in the
Business  Guidelines (solely as applied to the policies reinsured  hereunder) as
may be  reasonably  expected to materially  affect the mortality or  persistency
attributes of the business ceded  hereunder.  Depending on the  significance  of
such change,  the Reinsurer may require that appropriate  adjustments be made to
the terms and  conditions  of the  reinsurance  provided  hereunder,  including,
without limitation, the price or scope of risks covered hereunder.

--------------------------------------------------------------------------------
UNDERWRITING CONTINUITY                                                     11.9

The  Ceding  Company  affirms  that true and  complete  copies of the  retention
schedule,  underwriting guidelines,  issue rules, premium rates and policy forms
applicable  to the policies  reinsured  hereunder and in use as of the effective
date have been supplied to the Reinsurer  (the "Policy  Materials").  The Ceding
Company will promptly notify the Reinsurer of any proposed  material  changes in
the Policy Materials and this Agreement will not extend to policies or coverages
issued pursuant to such changes unless the Reinsurer has consented in writing to
accept policies subject to such changes.


--------------------------------------------------------------------------------
INTEREST RATE                                                              11.10

If, under the terms of this Agreement, interest is accrued on amounts due either
party,  such  interest  will  be  calculated  at a rate  equal  to 1% per  month
determined the date the payment  becomes due,  except as specified  elsewhere in
this Agreement.


--------------------------------------------------------------------------------
UTMOST GOOD FAITH                                                          11.11

All matters  with respect to this  Agreement  require the exercise of the utmost
good faith of each of the parties.


--------------------------------------------------------------------------------
ASSIGNMENT AND TRANSFER                                                    11.12

Neither this  Agreement  nor any new or inforce  reinsurance  covered under this
Agreement,  may be  sold,  assigned  or  transferred  in whole or in part by the
Ceding  Company or the  Reinsurer  without the other  party's  written  consent.
Notwithstanding  the  foregoing,  the  Reinsurer  shall not be  prohibited  from
further  transfer of risks accepted  hereunder on a retrocession or other basis,
provided that any transfer  shall not relieve the  Reinsurer of its  obligations
under the Agreement.


--------------------------------------------------------------------------------
NO WAIVER                                                                  11.13

No waiver by either party of any  violation or default by the other party in the
performance  of any  promise,  term,  or  condition  of this  Agreement  will be
construed to be a waiver of any other or subsequent  default in  performance  of
the same or any other promise, term or condition of this Agreement.

--------------------------------------------------------------------------------
SURVIVAL                                                                   11.14

All  provisions of this  Agreement  will survive its  termination  to the extent
necessary to carry out the purpose of this Agreement or to ascertain and



                                       23
<PAGE>

enforce the parties'  rights and obligations  hereunder  existing at the time of
termination.

--------------------------------------------------------------------------------
GOVERNING LAW                                                              11.15

This  Agreement  will be governed in  accordance  with the internal  laws of the
State of Kansas.


--------------------------------------------------------------------------------
ENTIRE AGREEMENT                                                           11.16

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

--------------------------------------------------------------------------------
SEVERABILITY                                                               11.17

If any provision of this Agreement is determined to be invalid or unenforceable,
such  determination will not impair or affect the validity or the enforceability
of the remaining provisions of this Agreement.




                                       24
<PAGE>


                                                                      ARTICLE 12
                                                                         DAC Tax

--------------------------------------------------------------------------------
DAC TAX

The parties to this  Agreement  agree to the  following  provisions  pursuant to
Section 1.848-2(g)(8) of the Income Tax Regulations effective December 29, 1992,
under Section 848 of the Internal Revenue Code of 1986, as amended:

a.   The term `party' refers to either the Ceding  Company or the Reinsurer,  as
     appropriate.

b.   The terms used in this  Article  are  defined by  reference  to  Regulation
     Section 1.848-2, effective December 29, 1992.

c.   The party with the net positive  consideration  for this Agreement for each
     taxable year will capitalize  specified  policy  acquisition  expenses with
     respect  to  this  Agreement  without  regard  to  the  general  deductions
     limitation of Section 848(c)(1).

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

e.   The Ceding  Company  will submit a schedule to the  Reinsurer by April 1 of
     each year with its calculation of the net  consideration  for the preceding
     calendar  year  in the  form  attached  in  Exhibit  F.  This  schedule  of
     calculations will be accompanied by a statement signed by an officer of the
     Ceding  Company  stating  that the  Ceding  Company  will  report  such net
     consideration  in its tax  return  for the  preceding  calendar  year.  The
     Reinsurer  may  contest  such   calculation  by  providing  an  alternative
     calculation  to the  Ceding  Company  in  writing  within  45  days  of the
     Reinsurer's receipt of the Ceding Company's  calculation.  If the Reinsurer
     does not so notify the Ceding  Company within the required  timeframe,  the
     Reinsurer  will report the net  consideration  as  determined by the Ceding
     Company in the Reinsurer's tax return for the previous calendar year.

f.   If the  Reinsurer  contests  the Ceding  Company's  calculation  of the net
     consideration,  the parties will act in good faith to reach an agreement as
     to the correct  amount  within  thirty (30) days of the date the  Reinsurer
     submits  its  alternative  calculation.  If  the  Ceding  Company  and  the
     Reinsurer reach an agreement on an amount of net consideration,  each party
     will  report the  agreed  upon  amount in its tax  return for the  previous
     calendar year.

g.   Both the Ceding  Company and the Reinsurer  represent and warrant that they
     are subject to United States taxation under either  Subchapter L or Subpart
     F of Part III of  Subchapter  N of the Internal  Revenue  Code of 1986,  as
     amended.



                                       25
<PAGE>


                                                                      ARTICLE 13
                                                                          Offset

--------------------------------------------------------------------------------
OFFSET

The Ceding Company and the Reinsurer will have the right to offset or recoup any
balances,  whether  on  account  of  premiums,  allowances,  credits,  claims or
otherwise  due from one party to the other  under  this  Agreement  or under any
other agreement between the Ceding Company and the Reinsurer.

The right of offset will not be affected or diminished because of the insolvency
of either party.  The rights  provided  under this Article 13 are in addition to
any rights of offset and recoupment that may exist at common law.

The  parties'  offset  and  recoupment  rights  are  valid  and may be  enforced
notwithstanding  any  other  provision  of  this  Agreement  including,  without
limitation,  the  provisions  of Article 10. The  commencement  of any action to
challenge the  enforceability of this Article 13 will constitute a breach of the
terms of this  Agreement  for which the  non-breaching  party may,  upon written
notice to the  breaching  party and in addition to pursuing any other  available
remedies, immediately terminate this Agreement with respect to new business.



                                       26
<PAGE>



                                                                      ARTICLE 14
                                                                      Insolvency

--------------------------------------------------------------------------------
DEFINITION                                                                  14.1

A party to this Agreement will be deemed insolvent when it:
a.   applies for or consents to the  appointment  of a receiver,  rehabilitator,
     conservator, liquidator or statutory successor of its properties or assets;
     or
b.   is adjudicated as bankrupt or insolvent; or
c.   files  or  consents  to the  filing  of a  petition  in  bankruptcy,  seeks
     reorganization  to avoid  insolvency  or makes formal  application  for any
     bankruptcy, dissolution, liquidation or similar law or statute; or
d.   becomes the subject of an order to rehabilitate or an order to liquidate as
     defined by the insurance code of the jurisdiction of the party's domicile.

--------------------------------------------------------------------------------
INSOLVENCY OF THE CEDING COMPANY                                            14.2

In the event of the insolvency of the Ceding Company,  all reinsurance  payments
due  under  this  Agreement  will  be  payable   directly  to  the   liquidator,
rehabilitator,  receiver, or statutory successor of the Ceding Company,  without
diminution  because of the  insolvency,  for those  claims  allowed  against the
Ceding  Company by any court of  competent  jurisdiction  or by the  liquidator,
rehabilitator,  receiver or statutory  successor  having authority to allow such
claims.

In the event of insolvency of the Ceding Company, the liquidator, rehabilitator,
receiver,  or statutory  successor  will give written notice to the Reinsurer of
all pending claims against the Ceding Company on any policies reinsured within a
reasonable time after such claim is filed in the insolvency proceeding.  While a
claim is pending,  the  Reinsurer  may  investigate  and  interpose,  at its own
expense,  in the  proceeding  where the claim is  adjudicated,  any  defense  or
defenses  that it may deem  available to the Ceding  Company or its  liquidator,
rehabilitator, receiver, or statutory successor.

The  expense  incurred by the  Reinsurer  will be  chargeable,  subject to court
approval,  against the Ceding  Company as part of the expense of  liquidation to
the extent of a proportionate share of the benefit that may accrue to the Ceding
Company solely as a result of the defense undertaken by the Reinsurer. Where two
or more  reinsurers  are  participating  in the same  claim  and a  majority  in
interest  elects to  interpose  a defense or  defenses  to any such  claim,  the
expense will be  apportioned  in accordance  with the terms of this Agreement as
though such expense had been incurred by the Ceding Company.

The Reinsurer  will be liable only for the amounts  reinsured and will not be or
become  liable for any amounts or  reserves to be held by the Ceding  Company on
policies reinsured under this Agreement.


                                       27
<PAGE>


--------------------------------------------------------------------------------

INSOLVENCY OF THE REINSURER                                                 14.3

In the event of the  Reinsurer's  insolvency,  the Ceding Company may cancel the
Agreement  for future new business  and will notify the  Reinsurer in writing of
its  intent.  The  parties  agree  to waive  the  notification  period  for this
cancellation,  and the effective date will be no earlier than the effective date
of the Reinsurer's insolvency.

In addition, in the event of the insolvency of the Reinsurer, the Ceding Company
may provide the Reinsurer or its authorized  representative  with written notice
of its intent to recapture all  reinsurance  inforce under this  Agreement.  The
effective  date of a recapture due to insolvency  will be at the election of the
Ceding  Company  but may not be earlier  than the date on which the  Reinsurer's
insolvency is established by the authority  responsible for such  determination.
Any  recapture  fee will be mutually  agreed upon by the Ceding  Company and the
Reinsurer or its authorized representative.


                                       28
<PAGE>


                                                                      ARTICLE 15
                                                            Errors and Omissions

--------------------------------------------------------------------------------
ERRORS AND OMISSIONS

This  Article 15 will apply only to  oversights,  misunderstandings  or clerical
errors relating to the  administration of reinsurance  covered by this Agreement
and not to the  placement or  administration  of the  insurance  provided by the
Ceding  Company  to its  insureds.  Examples  of such  administrative  errors or
oversights may include  miscalculation of a net amount at risk or late reporting
of a policy or termination (other than as specifically addressed below).

Any unintentional or accidental failure to comply with the administrative  terms
of  this  Agreement  which  can be  shown  to be  the  result  of an  oversight,
misunderstanding or clerical error by either the Ceding Company or the Reinsurer
will not be deemed to be a breach of this  Agreement  but in no event  shall the
liability  for the  Reinsurer  under this  Agreement  be  extended  to cover any
excluded risks or exceed the limits specified herein.

For greater  certainty,  the  circumstances to which this Section 16.1 shall not
apply shall include, but not be limited to:

a.   any  failure to arrange for the  required  facultative  cession  under this
     Agreement  due to the Ceding  Company's  practice of  conducting  a limited
     search of its records for other prior in force  insurance or reinsurance on
     the same individual insured;

b.   any errors, omissions,  oversights as a result of non-negotiated waivers of
     regular   requirements  by  either  the  Ceding  Company,   its  agents  or
     representatives  in  the  approval,  issuance  and  administration  of  the
     insurance; and

c.   any error or oversight  discovered  more than seven (7) years following the
     termination or expiry of the last cession under this Agreement.

The Reinsurer  will not be responsible  for negligent or deliberate  acts of the
Ceding Company or for repetitive errors in administration thereby.

Upon  discovery,  the error will be promptly  corrected so that both parties are
restored  to  the  position  they  would  have   occupied  had  the   oversight,
misunderstanding or clerical error not occurred,  including interest.  Should it
not be possible to restore both parties to this position,  the party responsible
for the oversight,  misunderstanding  or clerical error will be responsible  for
any resulting liabilities and expenses.

The  responsible  party will perform a prudent review of its records to identify
other  errors and  omissions  of the same or similar  category.  Failing  prompt
correction or curative  response,  the Reinsurer reserves the right to limit its
liability  to the  policies  reinsured  hereunder  as  have  been  properly  and
correctly reported.

LATE  REPORTED POLICIES:  The Reinsurer will not  automatically  accept any Late
Reported Policies.  A "Late Reported Policy" is any policy first reported to the
Reinsurer that has been issued for more than three years.

LATE REPORTED  TERMINATIONS:  If a policy is  terminated  but is a Late Reported
Termination,  the  Reinsurer  will only refund the last 3 years'  premium.  Late
Reported Terminations are terminations first reported to the Reinsurer more than
three years from the termination date.



                                       29
<PAGE>


                                                                      ARTICLE 16
                                                              Dispute Resolution

--------------------------------------------------------------------------------
DISPUTES

In the event of a dispute  arising  out of or relating  to this  agreement,  the
parties agree to the  following  process of dispute  resolution.  Within 15 days
after the  Reinsurer  or the  Ceding  Company  has first  given the other  party
written notification of a specific dispute, each party will appoint a designated
company  officer to attempt to resolve the dispute.  The officers will meet at a
mutually  agreeable  location as soon as possible and as often as necessary,  in
order to  gather  and  furnish  the  other  with all  appropriate  and  relevant
information  concerning  the dispute.  The officers will discuss the problem and
will  negotiate in good faith  without the  necessity of any formal  arbitration
proceedings. During the negotiation process, all reasonable requests made by one
officer to the other for information  will be honored.  The designated  officers
will decide the specific format for such discussions.

If the  officers  cannot  resolve  the  dispute  within  30 days of their  first
meeting, the dispute will be submitted to formal arbitration, unless the parties
agree in writing to extend the  negotiation  period for up to an  additional  30
days.



                                       30
<PAGE>


                                                                      ARTICLE 17
                                                                     Arbitration

--------------------------------------------------------------------------------
ARBITRATION

If the Ceding Company and Reinsurer are unable to resolve any dispute arising in
any way from this  Agreement,  including  but not  limited to the  formation  or
breach  thereof,  pursuant  to  Article  16,  the  matter  will be  referred  to
arbitration in accordance with the provisions of this Article 17.

Arbitration  shall be  initiated by the  delivery,  by  certified  mail,  return
receipt requested, of a written demand for arbitration by one party to the other
(the "Demand"). The Demand shall set forth the nature of the dispute, the claims
asserted  and the relief  sought.  The  Respondent  shall  respond to the Demand
within  30  days  of  receiving   the  Demand  by  delivering  a  response  (the
"Response"),  by certified mail, return receipt requested, which shall set forth
the Respondent's  statement of the nature of the dispute and its defenses to the
Petitioner's claims asserted,  or the relief sought, in the Demand. The Response
also shall set forth the Respondent's claims against the Petitioner, if any, and
the relief sought by the Respondent.

The  arbitration  shall be held in New  York,  New  York or  other  place as the
parties may mutually  agree.  Except to the extent that they  conflict  with any
term or  provision  of this  Article 17, the  arbitration  shall be conducted in
accordance  with  the  Procedures  for  the  Resolution  of U.S.  Insurance  and
Reinsurance  Disputes of the Insurance and Reinsurance  Dispute Resolutions Task
Force, dated September 1999 (the "Procedures").  Unless otherwise indicated, the
defined terms contained in this Article shall have the meaning  ascribed thereto
in the Procedures.

The arbitration  shall be conducted before a three person Panel comprised of (i)
current  or former  officers  or  directors  of life  insurance  or  reinsurance
companies, or (ii) professionals with no less than twenty years of experience in
or serving the life insurance or reinsurance industries.

Within 60 days of the initiation of the arbitration,  the parties shall (i) each
designate one Disinterested and neutral arbitrator as its party arbitrator,  and
provide the respective  arbitrator's  contact  information  (including  address,
telephone,  fax  and  email  information),  and  (ii)  exchange  a copy  of each
arbitrator's  curriculum vitae and a completed  questionnaire  containing all of
the information sought in the ARIAS US "Umpire  Questionnaire"  form. (If either
party refuses or neglects to appoint an arbitrator within the 60-day period, the
other party may appoint the second  arbitrator.) As soon as practicable,  but no
less than 30 days following their  appointment,  the two party arbitrators shall
appoint  another  Disinterested  and neutral person who shall serve as the third
arbitrator  and  umpire.  The   party-appointed   arbitrators  may  consult,  in
confidence,  with the party who appointed them concerning the appointment of the
umpire.

If the two party-appointed  arbitrators fail to select an umpire within the time
specified  above,  each party  shall  exchange,  within  ten days,  ten names of
persons  chosen from the lists  maintained by ARIAS US for the purpose of umpire
selection.  Within seven days of the exchange of such names, the party-appointed
arbitrators shall send the Umpire  Questionnaire to the umpire candidates with a
joint  request to the  candidates  to return  copies of their  completed  Umpire
Questionnaires  to each party arbitrator within 20 days. If any individual fails
to return a completed  Umpire  Questionnaire  within the required time period or
refuses to serve on the Panel,  then the selection



                                       31
<PAGE>

process shall continue with the remaining  names.  Within ten days of the return
of the Umpire Questionnaires, each party shall select three names from the other
party's  list and notify the other party of such  selection.  Within ten days of
such notice,  each party shall rank the six selected umpire  candidates in order
of preference,  with the number "one" being the most  preferred,  and notify the
other party of such  ranking.  The  individual  with the lowest total  numerical
ranking shall act as umpire.  If the ranking results in a tie, the parties shall
draw lots from among the  candidates  tied for the lowest  numerical  rank.  The
individual chosen by lot shall act as umpire.

As soon as possible after the  appointment of the Panel,  the Panel will conduct
the organizational  meeting in accordance with the Procedures,  at which time it
will establish a pre-hearing  schedule and dates for the hearing. In addition to
the items  identified in the  Procedures,  the  pre-hearing  schedule  shall set
deadlines for (i) any amendment to the Demand or the Response,  for cause shown,
(ii) the exchange of exhibits that each party intends to introduce into evidence
at the hearing,  which  exchange  shall be made no later than 15 days before the
hearing,  and (iii) each party's  submission to the Panel, prior to the hearing,
of its proposed form of order that identifies precisely the nature of the relief
sought from the Panel.

The Panel shall render its  decision and award within 30 days of the  completion
of the  hearing.  Insofar  as not in  conflict  with the  express  terms of this
Agreement,  it is the intention of the parties that customs and practices of the
life and reinsurance  industries may be considered by the Panel in resolving any
ambiguities inherent in this Agreement or its operation.  (In the absence of any
such ambiguity, the express terms of this Agreement will control).

The Panel will award the remedy sought by the party seeking relief to the extent
the remedy is provided for in this Agreement or otherwise reasonably compensates
the damaged  party for the  economic  effect of any  demonstrated  breach.  Such
remedies may include,  but shall not be limited to, awards of monetary  damages,
equitable  revisions  to the terms or  provisions  of the  Agreement,  including
adjustments  to  premiums or  allowances  paid or to be paid  hereunder,  or any
appropriate combination of the foregoing.

The Reinsurer has entered into this  Agreement  relying on the Ceding  Company's
representations  and  warranties  and its agreement to comply with the terms and
provisions  of  this  Agreement,   including  representations,   warranties  and
covenants  concerning the Risk Evaluation Materials and the Business Guidelines.
In any case in which the  Panel  concludes  that the  Reinsurer  has  reasonably
demonstrated a material  breach of the provisions of Article 11.6  (Compliance),
Article 11.7 (Certain  Representations),  Article 11.8 (Business  Continuity) or
Article 11.9 (Underwriting  Continuity) of this Agreement,  then, in lieu of any
other damages or remedy therefore, at its option, the Reinsurer may require that
the  policies  reinsured  hereunder  that are subject to such breach be excluded
from the scope of the reinsurance provided hereby. In any such case, the parties
will make  payments  designated  by the  Panel as  constituting  returns  of net
premiums  and claims  amounts  previously  paid in  connection  with the subject
policies,  provided,  however,  that the Panel shall  determine and designate an
amount that  Reinsurer  will retain as reasonable  compensation  for capital and
administrative  costs  incurred  by the  Reinsurer  in  reinsuring  the  subject
policies  reinsured  hereunder prior to exclusion.  The Panel shall not have the
authority to award punitive or exemplary damages.

Decisions  of the Panel will be final and  binding  upon the  parties  and their
respective successors and assigns and each party hereby consents to the entry



                                       32
<PAGE>

of a judgment  confirming or enforcing  the award in the United States  District
Court  for the  Southern  District  of New York  and/or  in any  other  court of
competent jurisdiction.

Within 20 days after the transmittal of an award, any party,  upon notice to the
other parties, may request the Panel to correct any clerical,  typographical, or
computational  errors in the award. The other parties shall be given ten days to
respond to the request.  The Panel shall  dispose of the request  within 20 days
its receipt of such  request and any  response  thereto.  The Panel shall not be
empowered to redetermine the merits of any claim already decided.

Unless the Panel decides  otherwise,  each party shall (i) bear its own fees and
expenses in connection with the arbitration, including the fees of its appointed
arbitrator  and any outside  counsel and witness fees, and (ii) share equally in
the fees for the umpire and the costs of the arbitration, such as hearing rooms,
court reporters, etc.



                                       33
<PAGE>



                                                                      ARTICLE 18
                                                                 Confidentiality

--------------------------------------------------------------------------------
GENERALLY                                                                   18.1

The Ceding  Company  and the  Reinsurer  agree  that  Customer  and  Proprietary
Information will be treated as confidential.  Customer Information includes, but
is not limited to,  medical,  financial,  and other personal  information  about
proposed,   current,  and  former  policyowners,   insureds,   applicants,   and
beneficiaries of policies issued by the Ceding Company.  Proprietary Information
includes, but is not limited to, business plans and trade secrets, mortality and
lapse studies,  underwriting  manuals and guidelines,  applications and contract
forms, and the specific terms and conditions of this Agreement.

Customer and Proprietary Information will not include information that:

a.   is or becomes available to the general public through no fault of the party
     receiving the Customer or Proprietary Information (the "Recipient");

b.   is independently developed by the Recipient;

c.   is  acquired  by  the  Recipient  from  a  third  party  not  covered  by a
     confidentiality agreement; or

d.   is disclosed under a court order, law or regulation.

The parties will not  disclose  such  information  to any other  parties  unless
agreed to in writing,  except as necessary  for  retrocession  purposes or other
secondary risk transfer, as requested by external auditors, as required by court
order, or as required or allowed by law or regulation.

The Ceding Company acknowledges that the Reinsurer can aggregate data with other
companies  reinsured with the Reinsurer as long as the data cannot be identified
as belonging to the Ceding Company.


--------------------------------------------------------------------------------
NON-PUBLIC PERSONAL INFORMATION                                             18.2

The Reinsurer and its  representatives  and service  providers  will protect the
confidentiality of Non-Public Personal Information, as defined below, by:

a.   holding all Non-Public  Personal  Information  transmitted to them by or on
     behalf of the Ceding Company in strict confidence;

b.   maintaining appropriate measures that are designed to protect the security,
     integrity and confidentiality of Non-Public Personal Information;

c.   using  Non-Public  Personal  Information only in the ordinary course of its
     business to carry out Reinsurer's obligations under this Agreement; and

d.   disclosing  Non-Public  Personal  Information  to  third  parties  only  as
     necessary  to  perform  services  under  the  Agreement,  for  purposes  of
     retrocession or further risk transfer or as may be required or permitted by
     law.

"Non-Public Personal Information" is non-public personally identifiable medical,
financial,  and other personal  information  about proposed,  current and former
applicants,  policy owners, contract holders, insureds,  annuitants,  claimants,
and  beneficiaries  of policies  reinsured  hereunder or contracts



                                       34
<PAGE>

issued by the Ceding Company,  and their  representatives.  Non-Public  Personal
Information  does not include  de-identified  personal  data. The Ceding Company
will obtain, if required by any law, appropriate consent to the collection,  use
and disclosure of Non-Public Personal  Information,  from each insured to enable
the parties to fully exercise their rights and perform their  obligations  under
this Agreement.



                                       35
<PAGE>


                                                                      ARTICLE 19
                                                           Duration of Agreement

--------------------------------------------------------------------------------
DURATION

This Agreement is indefinite as to its duration.

The Reinsurer may terminate this  Agreement  with respect to the  reinsurance of
new  business  by giving 30 days  written  notice of  termination  to the Ceding
Company.  The  first  day of the  notice  period  is  deemed  to be the date the
document is postmarked.

The Ceding Company may terminate this Agreement with respect to the  reinsurance
of new  business  by  giving  365 days  written  notice  of  termination  to the
Reinsurer.  The  first  day of the  notice  period  is deemed to be the date the
document is postmarked but shall not be prior to January 1, 2006.

During the notification period, the Ceding Company will continue to cede and the
Reinsurer  will  continue  to accept  policies  covered  under the terms of this
Agreement.  Reinsurance  coverage on all reinsured policies will remain in force
until  the  termination  or  expiry of the  policies  or until  the  contractual
termination of reinsurance  under the terms of this Agreement,  whichever occurs
first.

This Agreement will  automatically  terminate for new business without notice if
the net premium reinsured hereunder is less than the amount specified in Exhibit
B (Dormant Agreement Termination).



                                       36
<PAGE>






                                                                      ARTICLE 20
                                                                       Execution

--------------------------------------------------------------------------------


This  Agreement is effective as of January 1, 2005,  and applies to all eligible
policies  with  issue  dates on or after  such  date (and to  eligible  policies
applied for on or after such date that were  backdated  for up to six (6) months
to save age).  This Agreement has been made in duplicate and is hereby  executed
by both parties.

     FIRST LIFE AMERICA CORPORATION         WILTON REASSURANCE COMPANY



     By:  /s/ John Van Engelen              By:  /s/ Glenn Engel
         ------------------------------         -------------------------------
     Name: John Van Engelen                 Name: Glenn Engel
     Title: President                       Title:  Vice President
     Date: March 31, 2006                   Date: March 16, 2006
     Location: Topeka, KS                   Location:  Wilton, CT


     Attest:                                Attest:

      /s/ Cindy Peters                       /s/ Dale Predmore
     ----------------------------------     -----------------------------------
     Name: Cindy Peters                     Name:  Dale Predmore
     Title: Accounting Clerk                Title:  Vice President
     Date: March 31, 2006                   Date: March 16, 2006
     Location: Topeka, KS                   Location:  Wilton, CT






                                       37
<PAGE>




                                                                       EXHIBIT A
                                                                Retention Limits

It is understood  that the amount  retained by the Ceding  Company  includes its
retention under any in-force policies without the benefit of other reinsurance.

--------------------------------------------------------------------------------
                                                                             A.1
Life Insurance - Maximum Limits of Retention


    Issue Ages          Company Retention
-------------------- -------------------------

       50-85             $12,500

-------------------- -------------------------

The Ceding  Company  will retain  fifty  percent  (50%) of each policy up to the
maximum dollar  retention limits set forth above and cede fifty percent (50%) to
the  Reinsurer.  No further  reinsurance  of the Company  Retention  without the
Reinsurer's prior written consent.



                                       38
<PAGE>


                                                                       EXHIBIT B
                                                Plans Covered and Binding Limits

The business automatically reinsured under this Agreement is defined as follows.

--------------------------------------------------------------------------------
PLANS                                                                        B.1
Subject  to the other  terms,  conditions  and  limitations  of this  Agreement,
policies issued on plans with effective dates within the applicable period shown
below may qualify for automatic reinsurance under the terms of this Agreement:

Golden Eagle Simplified Issue Whole Life

--------------------------------------------------------------------------------
BASIS                                                                        B.2
The  Reinsurer's  share will be fifty  percent (50%) of the total face amount of
each policy on a first  dollar  quota share  basis.  This share  amount will not
exceed the Reinsurer's  share of the maximum  Automatic Binding Limits specified
in Exhibit B.3.


--------------------------------------------------------------------------------
AUTOMATIC ISSUE LIMITS                                                       B.3


  Issue Ages     Maximum Policy Face Amount
---------------- ----------------------------

     50-85            $25,000
---------------- ----------------------------

The  maximum   automatic  issue  amounts  above  include  the  Ceding  Company's
retention.


--------------------------------------------------------------------------------
MAXIMUM ISSUE AGE                                                            B.4

85 Age Nearest Birthday

--------------------------------------------------------------------------------
RESIDENCY                                                                    B.5

This agreement includes risks in the following  territories:  the United States,
its Territories and Canada.

--------------------------------------------------------------------------------
CONDITIONAL RECEIPT OR TEMPORARY INSURANCE AGREEMENT                         B.6

The amount of such  coverage  provided by the  Reinsurer  will be limited to its
share of the  following  amounts  provided by the Ceding  Company's  Conditional
Receipt or Temporary Insurance Agreement but not to exceed the lesser of (i) the
Reinsurer's  share of $1000 or (ii) the Reinsurer's  share of the amount of life
insurance provided by the Conditional Receipt or Temporary Insurance Agreement.


--------------------------------------------------------------------------------
CESSION LIMITS                                                               B.7

(a)  Minimum Initial Cession: $1,250 per life. See Section 12.3

(b)  Dormant Agreement  Termination Amount: first year reported premiums of less
     than $50,000 for two consecutive calendar quarters. See Section 20.1



                                       39
<PAGE>


                                                                       EXHIBIT C
                                             Policy Premiums, Expenses and Rates

--------------------------------------------------------------------------------
LIFE                                                                         C.1
Plans  covered  under this  Agreement  will be  reinsured on a 50/50 quota share
basis.


--------------------------------------------------------------------------------
POLICY COMMISSIONS, FEES, EXPENSES AND TAXES                                 C.2

Commissions:        The Reinsurer shall pay its share of the actual  commissions
                    paid by the Ceding Company up to a maximum  reimbursement of
                    the following  percentages  applied to the Reinsurer's share
                    of the policy premium:

----------------- -------------- -------------- -------------- --------------
   Issue Age         Year 1        Years 2-3     Years 4-10      Years 11+

----------------- -------------- -------------- -------------- --------------
    50 - 80           110%            8%             8%             2%
----------------- -------------- -------------- -------------- --------------
    81 - 85            65%            8%             8%             2%
----------------- -------------- -------------- -------------- --------------


                    Gross  commissions to be annualized  during the first policy
                    year and will be charged  back on death or lapse  whether or
                    not the Ceding  Company  has been able to  recover  any such
                    commissions  from agents.  For deaths  occurring  during the
                    first 6 months,  50% of the commission paid by the Reinsurer
                    to the Ceding  Company will be  recoverable by the Reinsurer
                    with the recovery  percentage  grading evenly to 0% after 11
                    months.  For a lapse  during the first  twelve  months after
                    policy issuance, 50% of the commission will be recoverable.

                    The Reinsurer will not be responsible for any  uncollectible
                    agent debit  balances.  Reinsurer  consent  required for any
                    affiliate distribution agreement.


                    The Reinsurer  and the Ceding  Company will work together to
                    reprice  the  business   reinsured   hereunder  on  mutually
                    agreeable  terms  with an  expected  effective  date for the
                    repricing  to be January 1, 2006.  However,  the parties are
                    under no  obligation  to agree on  repricing  terms.  If the
                    parties  are  unable  to  agree  on  repricing   terms,  the
                    remaining terms and conditions of this Agreement will remain
                    in effect.  Pending repricing,  aggregate ceded premiums not
                    to exceed $750,000. Policies bound after the aggregate ceded
                    premium cap of $750,000 has been  reached are not  reinsured
                    hereunder.


Policy Fees:        The Ceding Company will pay the Reinsurer its  proportionate
                    share of the policy fee.

Expenses:           The  Reinsurer  will  only   participate  in  the  following
                    expenses and only for the following specified amounts:

                    Policy Issuance: $25.50 per policy (equal to Reinsurer's 50%
                    share of $51.00 per policy issued)



                                       40
<PAGE>

                    Per $1,000 Face Amount  Issued:  $0.45 (equal to Reinsurer's
                    50% share of $0.90 per 1,000 reinsured)

                    1st Year Premium:  14.1% (equal to Reinsurer's  50% share of
                    28.2% of 1st year premium ceded)

                    Policy  Maintenance:  $9.00 per policy (equal to Reinsurer's
                    50% of the expense assumption of $18.00 per policy inforce).

                    There will be no expense inflation adjustment.

--------------------------------------------------------------------------------
RECAPTURE                                                                   C.4
The business reinsured hereunder is not eligible for recapture.


--------------------------------------------------------------------------------
RIDERS AND BENEFITS                                                         C.5
No riders are reinsured hereunder.





                                       41
<PAGE>



--------------------------------------------------------------------------------
POLICY PREMIUM RATES                                                         C.6



                                       42
<PAGE>



                                                                       EXHIBIT D
                                                     Self-Administered Reporting

--------------------------------------------------------------------------------
REPORTING REQUIRED                                                           D.1

The Ceding Company will self-administer all reinsurance reporting.

Timely  and  accurate  reporting  of  treaty-related  information  is a material
element  of  the  Ceding  Company's   responsibilities   under  this  Agreement.
Consistent and material  non-compliance with reporting  requirements,  including
extended delays,  shall constitute a material breach of this Agreement entitling
the Reinsurer to rescind the coverage provided hereby. First time reporting must
be received no later than 12 months after  commencement  of reinsurance  for the
Reinsurer to be considered on the risk

The  Ceding   Company  uses  an  Excel   spreadsheet  to  administer  its  ceded
reinsurance.  The Ceding  Company  will  cooperate  with the  Reinsurer  and its
representatives  in developing  efficient and reliable data  interfaces  for the
regular  reporting of data under this  Agreement  and will apprise the Reinsurer
when it makes material changes to its processing of information hereunder.

The  information and data to be supplied by the Ceding Company will be delivered
in the format specified in this Schedule F and otherwise as mutually agreed. The
Ceding  Company agrees that it will deliver  electronically  to the Reinsurer in
formats to be mutually agreed each of the following reports in the frequency and
by the times  specified below as well as such other  information  concerning the
business and  policies  reinsured as the  Reinsurer  shall  request from time to
time. For electronic files, in the event of delays or significant changes in the
information  provided,  particularly  in file  layouts and in data  vlaues,  the
Reinsurer  must be  informed  at least one month in advance of the  change.  The
expectation  is that the  structure  of these  files is  stable  from  period to
period.  Information must meet the quality standards set out by the Reinsurer in
terms of timeliness, accuracy and consistency.

The   following   specifies  the  reports,   required   frequency  and  detailed
specifications of seriatim policy data file elements:

Periodic Reports
1.   New Business               Monthly, 15 days after month end
2.   First Year                 Monthly, 15 days after month end
     (Other than New Business)
3.   Renewal Year               Monthly, 15 days after month end
4    Changes and Terminations   Monthly, 15 days after month end
5.   In Force                   Quarterly, 15 days after quarter end
     (Listing of each in-force
     policy)
6.   Accounting Information     Monthly, 15 days after month end (see attached
                                form F.2)
7.   Statutory Reserve
     Information                Quarterly, 21 days after quarter end (see
                                attached form F.3)
8.   Policy Exhibit Information Monthly, 15 days after month end (see attached
                                form F.4)
9.   Reserve Certification      Annually, October 31
     (See attached Form F.3)
10.  Tax Reserve Certification  Annually, June 1
     (See attached Form F.4)
11.  DAC Tax Reporting
     (See attached Form F.6)    Annually, April 1
12.  All Board of Director  Materials At the same time that they are provided to
     the Ceding Company's directors.

Specifications
1.   New Business
This report will include new issues only,  the first time the policy is reported
to  the  Reinsurer.  Automatic  and  Facultative  business  will  be  identified
separately.

2.   First Year - Other than New Business
This report will include policies previously reported on the new business detail
and still in their first  duration,  or policies  involved in first year premium
adjustments.

3.   Renewal Year
All policies with renewal dates within the Accounting Period will be listed.

4.   Changes and Terminations



                                       43
<PAGE>

Policies  affected  by a change  during the  current  reporting  period  will be
included in this report. Type of change or termination  activity must be clearly
identified for each policy.

The Ceding Company will identify the following  transactions  either by separate
listing or unique  transaction  codes:  Terminations,  Reinstatements,  Changes,
Conversions,  and  Replacements.  For Conversions and  Replacements,  the Ceding
Company will report the  original  policy  date,  as well as the current  policy
date.

5.   In Force
This is a detailed report of each policy in force.

6.   Accounting Information
Premiums and allowances  will be summarized for Life  coverages,  Benefits,  and
Riders by the following categories: First Year and Renewals.

7.   Statutory Reserve Information
Statutory  reserves will be summarized for Life coverages,  Benefits and Riders.
The Ceding Company will specify the reserve basis used.

8.   Policy Exhibit Information
This  is  a  summary  of  transactions  during  the  current  period  and  on  a
year-to-date basis, reporting the number of policies and reinsured amount.

9.   Reserve Certification
The Ceding Company will provide a reserve  summary for business  reinsured under
this agreement and its X-factors to the Reinsurer on an annual basis, along with
a detailed  description  of its reserving  assumptions  and any changes in these
assumptions  applicable  to each  calendar  year.  This annual  report will also
include  the  Ceding  Company's  Actuarial  Report  in  support  of its X factor
Opinion.

10.  Tax Reserve Certification
The Ceding  Company  will provide a tax reserve  summary for business  reinsured
under this agreement including reserve basis,  table,  interest rate and method.
Accrued DAC Tax reporting per F.6.

11.  Seriatim Policy Data File Elements are listed on form F.5.

12.  Concentrations
The Ceding  Company will notify the  Reinsurer  when it is aware that a group of
individuals is written where the  concentration of the group in a given zip code
and/or postal code is greater than $25 million as measured by the sum of the Net
Amount at Risk to be ceded to the Reinsurer.

13.  Certain Other Reporting Commitments
See the  specific  reporting  obligations  set  forth in  Sections  5.1 and 5.2,
Article 7 (preamble), Article 8, Article 10, Sections 12.6 and 12.7, Article 13.




                                       44
<PAGE>





--------------------------------------------------------------------------------
FORM OF SUMMARY ACCOUNTING REPORT AND POLICY EXHIBIT INFORMATION             D.2

                                    Wilton Re
              SELF ADMINISTERED REINSURANCE SUMMARY REPORTING FORM

Ceding Company                            Reinsurer

Treaty/Account #                          Reporting Period

Coin      YRT      Mod Co      Other      Interest Sensitive: Yes      No
     ---      ---         ---       ---                           ---     ---

Reinsurance Premium Mode:  Monthly      Quarterly      Annual      //
                                  ----           ----        ----
In Advance      In Arrears
          ----            ----

Reinsurance Reporting Mode:   Monthly      Quarterly       Annual
                                     ----            ----         ----

Contact                     Date                 Phone #

<TABLE>
<CAPTION>
<S>        <C>        <C>          <C>           <C>                      <C>          <C>

----------------------------------------------------------------------------------------------------
                             SECTION I - ACCOUNTING
                      --------------------------------------------------- ------------ -------------
                            * * Premiums * *       * * Allowances * *     * *Other * *
                                                                               *
                      --------------------------------------------------- --------------------------
                      ------------ ------------- ---------- -------------------------- -------------
                      First Year   Renewal Year    First           Renewal Year             Net
                                                   Year
                      ------------ ------------- ---------- ------------- ------------ -------------
Life
                      ------------ ------------- ---------- ------------- ------------ -------------
ADB
                      ------------ ------------- ---------- ------------- ------------ -------------
Waiver of Premium
                      ------------ ------------- ---------- ------------- ------------ -------------
TOTAL
----------- --------- ------------ ------------- ---------- ------------- ------------ -------------


----------------------------------------------------------------------------------------------------
                        SECTION II - RESERVE INFORMATION
----------------------------------------------------------------------------------------------------
Amount of Rein (000)                                   Reserves Reinsured

----------- ---------    Issue     ------------- ---------- ------------- ------------ -------------
   Life       ADB        Year          Life         ADB        Waiver       Subst'd     Deficiency
----------- --------- ------------ ------------- ---------- ------------- ------------ -------------

----------- --------- ------------ ------------- ---------- ------------- ------------ -------------

----------- --------- ------------ ------------- ---------- ------------- ------------ -------------

----------- --------- ------------ ------------- ---------- ------------- ------------ -------------


----------------------------------------------------------------------------------------------------
                    SECTION III - POLICY EXHIBIT INFORMATION

                                         Current Period                          Year to Date
                                   ------------- ----------               ------------ -------------
                                      No. of     Amt. of *                    No. of      Amt. of *
                                     Policies      Rein                      Policies     Rein (000)
                                                   (000)
                                   ------------- ----------               ------------ -------------
A. Inforce Beg. of Period                                         A.
                                   ------------- ----------               ------------ -------------
    1. New Business                                               1.
                                   ------------- ----------               ------------ -------------
    2. Conversions/Replacements On                                2.
                                   ------------- ----------               ------------ -------------
    3. Reinstatements                                             3.
                                   ------------- ----------               ------------ -------------
    4. Other Increases                                            4.
                                   ------------- ----------               ------------ -------------
    5. Not Takens                                                 5.
                                   ------------- ----------               ------------ -------------
  a) Total Inc (1+2+3+4-5)                                        a)
                                   ------------- ----------               ------------ -------------
    6. Deaths                                                     6.
                                   ------------- ----------               ------------ -------------
    7. Conversions/Replacements Off                               7.
                                   ------------- ----------               ------------ -------------
    8. Lapses                                                     8.
                                   ------------- ----------               ------------ -------------
    9. Surrenders                                                 9.
                                   ------------- ----------               ------------ -------------
   10. Expiry                                                     10.
                                   ------------- ----------               ------------ -------------
   11. Recaptures                                                 11.
                                   ------------- ----------               ------------ -------------
   12. Other Decreases                                            12.
                                   ------------- ----------               ------------ -------------
 b) Total Dec (6+7+8+9+10+11+12)                                  b)
                                   ------------- ----------               ------------ -------------
B. Inforce End of Period                                          B.
                                   ------------- ----------               ------------ -------------

</TABLE>


                                       45
<PAGE>




--------------------------------------------------------------------------------
FORM OF STATUTORY RESERVE REPORT AND ANNUAL RESERVE CERTIFICATION            D.3


          Valuation Statutory Reserves for Business Ceded to Wilton Re

                                  Company Name
                                Treaty Reference

Inforce and Reserves at:  MM/DD/YYYY

Plan:                                    Type: SM/NSM/AGGR/TOTAL

Inforce Reinsured Amount:

Inforce Number of Policies:


Valuation Reserve at:  MM/DD/YYYY

Type
                                         Reserve Amount         Reserve Basis
                                                                (Table, interest
                                                                rate and method

Active Life Reserve
Unearned Premium Reserve
Disabled Life Reserve
Incurred But Not Reported (IBNR)
Due and Unpaid Claims (D&U)
In Course Of Settlement Claims (ICOS)
Other** (specify)
Total

** If credit for  deficiency  reserves  is being  taken,  please  specify  under
"other"

As the  valuation  actuary  of the  above  named  company  I  certify  that  the
information above is correct as shown. *

Name:
Signature:
Actuarial Designation:
Date:

* Required only for Year-End Valuation Reserves




                                       46
<PAGE>




--------------------------------------------------------------------------------
FORM OF ANNUAL TAX RESERVE CERTIFICATION                                     D.4


            Tax Reserve Certification for Business Ceded to Wilton Re

                                  Company Name
                                Treaty Reference

Inforce and Reserves at:  MM/DD/YYYY

Plan:                                    Type: SM/NSM/AGGR/TOTAL

Inforce Reinsured Amount:

Inforce Number of Policies:

Tax Reserve at:  MM/DD/YYYY

Type

                                             Reserve Amount     Reserve Basis
                                                                (Table, interest
                                                                rate and method)

Active Life Reserve
Unearned Premium Reserve
Disabled Life Reserve
Incurred But Not Reported (IBNR)
Due and Unpaid Claims (D&U)
In Course Of Settlement Claims (ICOS)
Other** (specify)
Total

** If credit for  deficiency  reserves  is being  taken,  please  specify  under
"other"




                                       47
<PAGE>



--------------------------------------------------------------------------------
PERIODIC SERIATIM POLICY FILE DATA ELEMENTS                                  D.5


<TABLE>
<CAPTION>
<S>                                                                    <C>

                   Data                                                           Data Description
         ADB Premium*                                                  Amount of ADB premium
         Benefit Type                                                  Defines the benefit type
         Date of Birth                                                 Insured's date of birth
         Direct Face Amount                                            Amount of direct writer's policy face
         Disability/Waiver Allowance*                                  Amount of Waiver allowance
         Disability/Waiver Premium*                                    Amount of Waiver premium
         Flat Extra Allowance*                                         Amount of flat extra allowance
         Flat Extra Period                                             Duration in years of flat extra
         Flat Extra Premium*                                           Amount of flat extra premium
         Insured's Full Name                                           Last Name, First Name, Middle Name
         Issue Age                                                     Age of insured at policy issue as
                                                                       determined by treaty's age basis
                                                                       method
         Joint Issue Age                                               Insurance Age for a joint case using
                                                                       the Joint Equal Age basis method
         Joint Last Survivor Age Basis                                 Method used for calculating the
                                                                       insurance age(s) for a JLS product
         Joint Life Indicator                                          Whether policy has joint life coverage
         Net Amount At Risk                                            Amount of current net risk (NAR)
         Plan Code                                                     Code associated to plan name
         Plan Name                                                     Client plan name
         Policy Fee*                                                   Amount of policy fee
         Policy Issue Date                                             Month, day and year policy issued
         Policy Number                                                 Unique policy identifier
         Reinsured Face Amount                                         Amount of reinsurance face
         Reporting Date                                                Client billing period
         Residence State                                               Primary state of residence of insured
         Retained Amount                                               Amount of policy face retained by
                                                                       direct writer
         Second Insured's Name (Joint)                                 Last Name, First Name, Middle Name
         Sex                                                           Insured's sex
         Smoker Code                                                   Code identifying the smoker class of the
                                                                       insured indicating the applicable rate
                                                                       table utilized
         Social Security Number                                        Government issued identifier
         Standard Allowance*                                           Amount of standard allowance
         Standard Premium*                                             Amount of standard premium
         Substandard Allowance*                                        Amount of substandard allowance
         Substandard Premium*                                          Amount of substandard premium
         Table Rating                                                  Percentage of standard mortality
                                                                       assigned to a life by the underwriter
         Transaction Code                                              Code assigned by client to identify the
                                                                       specific type of reinsurance transaction
         Treaty Code                                                   Unique code assigned by client to
                                                                       identify the contract or set of rates that
                                                                       the coverage applies to
         Underwriting Risk Classification                              Underwriter's determination of the
                                                                       classification of an insured (i.e. Standard,,
                                                                       Preferred, etc.)
         Zip Code                                                      Postal code of insured

</TABLE>



                                       48
<PAGE>




--------------------------------------------------------------------------------
ANNUAL DAC TAX CERTIFICATION                                                 D.6

                                                      DAC TAX NET CONSIDERATION*
                                                      FOR THE YEAR ENDING [    ]
Type of Business:[ ]Individual Life & Health:[ ]Annuities:[ ] Group Credit/Life

Traety Reference Number:

Treaty Effective Date:[Enter Date]

Reinsurer:[Enter Reinsurer]


--------------------------------------------------------------------------------
DAC TAX CALCULATION

Reinsurance Premiums:                                   [Enter Premium]

Less Deductions from Reinsurance Premiums
Commission and Expense Allowances      [Enter]
Death Claims                           [Enter]
Claim Interest                         [Enter]
Surrender Benefits                     [Enter]
Dividends                              [Enter]
Experience Refunds                     [Enter]
Premium Taxes                          [Enter]
Other #                                [Enter]

               Total Deductions:                        [Enter Deductions]

Net Consideration:                     [Enter]


* To be reported in conformity with Section 848 of the Internal Revenue Code
# Includes items such as modco adjustments,  claim investigation/legal expenses,
waiver of premium claims, etc.


Ceding Company:[Enter Ceding Company]

Signed by:[Enter]

Title:[Enter]

Signature:
           -----------------------------------------




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