Exhibit 10.3
 CAC LIFE AND ANNUITY
INDEMNITY REINSURANCE AGREEMENT
 Agreement Company Reinsurer
 Purchase Agreement
   ARTICLE I  BUSINESS REINSURED
 Effective Time Pre-Closing Policies CAC Administrative Services Agreement Policies Policyholder
 Subject Business
 Policy Liabilities




---



##### 



(a)
    
    annuity principal and interest, withdrawals, surrenders, Policy loans, returns
of principal and premium and other deposits and any other disbursement, Policyholder
interest, dividend accumulations, benefits, claims, losses and benefit and claim
expenses in respect of the Policies, whether incurred prior to, at or after the
Effective Time, including Extra Contractual Obligations (as defined below) based on
acts, errors or omissions (i) by the Reinsurer or any of its officers, employees,
agents, subcontractors or representatives or (ii) by the Company or any of its
officers, employees, agents, subcontractors or representatives and, in any case
described by this clause (ii), attributable to a direction or request of a Designated
Officer (as defined in Article XIV hereof) of the Reinsurer under this Agreement or the
CAC Administrative Services Agreement, which direction or request, as to actions of
Company employees other than Seller Business Employees (as defined in the Purchase
Agreement), has been given in writing, and any attorneys fees incurred by the Company
and the Reinsurer related to such liabilities;(b)
    
    guaranty association assessments in connection with participation by the
Company in any guaranty fund or association established or governed by any state or
jurisdiction to the extent arising on account of premiums, deposits and other
consideration paid or payable in respect of the Policies at or after the Effective
Time;(c)
    
    other assessments or payments (to the extent required to be made with respect
to the Policies) for or on account of regulatory agencies, including but not limited to
valuation fees or payments, that are calculated or assumed with reference to facts or
circumstances related to the Policies (e.g., an assessment base or in force date)
existing at a point in time that is at or after the Effective Time (provided that no
additional amounts will be due as a result of a change in domicile of the Company);(d)
    
    that portion of other assessments or payments (to the extent required to be
made with respect to the Policies) for or on account of regulatory agencies, including
but not limited to valuation fees or payments, that are calculated or assessed with
reference to a period of time commencing before and ending after the Effective Time
which is equal to the full amount of such assessments or payments multiplied by a
fraction, the numerator of which is the number of days from and including the Effective
Time to and including the end of such period and the denominator of which is the number
of days in such period (provided that no additional amounts will be due as a result of
a change in domicile of the Company);(e)
    
    returns or refunds of premiums (irrespective of when due) under the Policies
paid or payable at or after the Effective Time;(f)
    
    premium taxes paid or payable for premiums received by the Company or the
Reinsurer in respect of the Policies at or after the Effective Time;
 2




---



##### 



(g)
    
    commissions due insurance brokers, agents and producers in connection with the
Policies;(h)
    
    amounts due in connection with the Policies under bonus programs and deferred
compensation agreements identified in Schedule A hereto (except bonuses attributable to
the termination of new Subject Business production by the Company);(i)
    
    amounts payable by the Company under Third Party Reinsurance Agreements,
including Specified Third Party Reinsurance Agreements (which amounts, in the case of
amounts that would have been payable to Specified Reinsurers under Specified Third
Party Reinsurance Agreements, shall be paid by the Reinsurer to the Company); and(j)
    
    accrued interest payable to Policyholders, if any, on all unpaid Policy Liabilities.
 Excluded Liabilities
 (a)
    
    Extra Contractual Obligations based on acts, errors or omissions by the
Company, or any of its officers or employees, agents, subcontractors or
representatives, prior to the Closing Date and any attorneys fees incurred by the
Company related to such liabilities or obligations;(b)
    
    Extra Contractual Obligations to the extent resulting from acts, errors or
omissions of the Company or any of its officers or employees, agents, subcontractors or
representatives occurring after the Closing Date and not attributable to a direction or
request of a Designated Officer of the Reinsurer under this Agreement or the CAC
Administrative Services Agreement which direction or request, as to actions of Company
employees other than Business Employees, has been given in writing;(c)
    
    guaranty association assessments in connection with participation by the
Company in any guaranty fund or association established or governed by any state or
other jurisdiction to the extent arising on account of premiums, deposits or other
consideration paid to the Company in respect of the Policies prior to the Effective
Time;(d)
    
    amounts, liabilities and obligations ceded to one or more Specified Reinsurers
under Specified Third Party Reinsurance Agreements irrespective of any recission,
recapture or other termination of any such Specified Third Party Reinsurance
Agreements;(e)
    
    dividends in respect of the Policies, whether incurred prior to, at or after
the Effective Time;(f)
    
    other assessments or payments required to be made with respect to the Policies
for or on account of regulatory agencies, including but not limited to valuation fees
or
 3




---



##### 



payments, that are calculated or assumed with reference to facts or circumstances
existing at a point in time that is prior to the Effective Time;(g)
    
    that portion of other assessments or payments required to be made with respect
to Policies for or on account of regulatory agencies, including but not limited to
valuation fees or payments, that are calculated or assessed with reference to a period
of time commencing before and ending after the Effective Time which is equal to the
full amount of such assessments or payments multiplied by a fraction, the numerator of
which is the number of days from and including the beginning of such period to but
excluding the Effective Time and the denominator of which is the number of days in such
period;(h)
    
    premium taxes paid or payable for premiums received by the Company or the
Reinsurer in respect of the Policies prior to the Effective Time; and(i)
    
    accrued interest payable to Policyholders, if any, on all unpaid Excluded
Liabilities.
   Extra Contractual Obligations
 Third Party Reinsurance Agreement
 Specified Third Party Reinsurance Agreement
 4




---



##### 



Specified Reinsurer
 Affiliate
 Person
 ARTICLE II  PAYMENT AND ACCOUNTING FOR CERTAIN ASSUMED POLICY LIABILITIES
 Tax/Assessment
Liabilities
 ARTICLE III  TERRITORY
  ARTICLE IV  POLICY ADMINISTRATION
  5




---



##### 



ARTICLE V  PREMIUMS AND RECOVERIES
 e.g.
  6




---



##### 



Schedule
B Third Party Reinsurance Agreements
  ARTICLE VI  REINSURANCE CREDIT
 Licensed or Accredited Status Obligations
 Reinsurance Credit
 (a)
    
    Provide the Company with a clean, unconditional and irrevocable letter of
credit, with terms and bank acceptable to the regulatory authority(ies) in such
jurisdiction so that full credit as admitted reinsurance shall be given for the
Reinsurers share of the Obligations under this Agreement in such jurisdiction; or(b)
    
    Establish a trust account for the benefit of the Company, and enter into a
trust agreement concerning such account with terms and a bank, as trustee, acceptable
to the relevant regulatory authority(ies), so that full credit as admitted reinsurance
shall
 7




---



##### 



be given for the Reinsurers share of the Obligations under this Agreement in such
jurisdiction.
 Rating Agency or RBC Credit
 (y)
    (i)
    the Reinsurer has a Standard & Poors Corporation
(S&P) Insurer Financial Strength Rating of lower than A- (or, if
such agency modifies its rating system, the equivalent rating under the
modified system)AND
 (ii)
    
    the Reinsurer has an Insurance Financial Strength
Rating as provided by Moodys Investors Service (Moodys) of
lower than A3 (or, if such agency modifies its rating system, the
equivalent rating under the modified system)OR
 (z)
    
    the Reinsurers total adjusted capital falls to a level which
is less than 150% of company action level risk based capital, as reported to
the insurance department of the Reinsurers state of domicile (the RBC
Trigger) (or, if the methodology established by the National Association
of Insurance Commissioners for measuring risk based capital is modified, the
measurement level equivalent to the standard in effect on the date hereof
(examples of appropriate adjustments being described on Exhibit B hereto)),
 Exhibit
A
  8




---



##### 



ARTICLE VII  TRANSFER OF ASSETS
 Transfer of Assets
 Adjustment
 Ceding Commission
 ARTICLE VIII  INSOLVENCY
 Payments
 Notice of Claims
 9




---



##### 



Apportionment
 ARTICLE IX  RIGHTS WITH RESPECT TO THE POLICIES
  ARTICLE X  DIVIDENDS; NON-GUARANTEED ELEMENTS; PARTICIPATING POLICIES
  Schedule C
  Schedule D
 10




---



##### 



ARTICLE XI  ERRORS AND OMISSIONS
  ARTICLE XII  COOPERATION
  ARTICLE XIII  ARBITRATION
 Arbitration Board
 Notice of Arbitration
 Arbitration Panel
 11




---



##### 



AAA
 Submission of Briefs
 Arbitration Boards Decision
 Jurisdiction
 Expenses
 Production of Documents and Witnesses
 12




---



##### 



Relief Available
 Consolidation
 ARTICLE XIV  GENERAL PROVISIONS
 Notices
 13




---



##### 



If to the Reinsurer:
    
    Swiss Re Life & Health America Inc.
175 King Street
Armonk, New York 10504
Attention: General Counsel
Telephone No.: 914-828-8925
Fax Number: 914-828-7925With a copy to:
    
    Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004-2415
Attention: David A. Massey
Telephone No.: 202-383-0100
Fax Number: 202-637-3593If to the Company:
    
    Continental Assurance Company
CNA Plaza
Chicago, Illinois 60685-0001
Attention: Secretary
Tel: (312) 822-1384
Fax: (312) 822-1297With a copy to:
    
    Dewey Ballantine LLP1301 Avenue of the AmericasNew York, NY 10011Attention: James A. FitzPatrick, Jr.
Jeff S. LiebmannTel: (212) 259-8000Fax: (212) 259-6333
 Designated Officers
  Tax Election Exhibit C
 Confidentiality Representative
 14




---



##### 



Indemnification
 Equitable Relief
 Set Off
 Entire Agreement; Amendments
 Invalidity
 Counterparts
 Exclusivity
 Binding Effect
 15




---



##### 



Governing Law
 Successors and Assignment
 Duration and Termination
 16




---



##### 



CONTINENTAL ASSURANCE COMPANYBy:
    /s/ Lawrence J. BoysenName:
    Lawrence J. BoysenTitle:
    Senior Vice President & Corporate ControllerSWISS RE LIFE & HEALTH AMERICA INC.By:
    /s/ W. Weldon WilsonName:
    W. Weldon WilsonTitle:
    Chief Executive Officer 17




---



##### 



EXHIBIT A
 CAC SECURITY TRUST AGREEMENT
 THIS SECURITY TRUST AGREEMENT Agreement  Company Reinsurer Trustee
 RECITALS:
 WHEREAS Purchase Agreement
 WHEREAS Reinsurance Agreement Exhibit A
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE




---



##### 



Section 1 Defined Terms .
 Section 2 Establishment of Trust Account Trust Account Collateral
 Section 3 Initial Deposit  SAP book
value
 Section 4 The Reinsurers Continuing Obligation .
 2




---



##### 



Section 5 Withdrawals from the Trust Account .
  By the Reinsurer
 By the Company Loss
 Procedure Withdrawing Party Notice Period Non-Withdrawing
Party Withdrawal Notice
 3




---



##### 



Withdrawal Date
 Section 6 Permitted Assets .
  4




---



##### 



Section 7 Form of Title .
 Section 8 Substitution .
 Section 9 Investment Direction .
  5




---



##### 



Section 10 Dividends, Interest, Etc
 Section 11 Reports, Voting Rights .
 Section 12 Maturing Assets .
 Section 13 Reports by Trustee .
  6




---



##### 



Section 14 Representations, Warranties and Covenants of the Reinsurer .
 UCC
   Section 15 Provisions Relating to Trustee.
   7




---



##### 



8




---



##### 



9




---



##### 



10




---



##### 



Section 16 Term
     Section 17 Termination
 Section 18 Dispute Resolution
 Section 19 Miscellaneous
 Cooperation
 Entire Agreement; No Third Party Beneficiaries.
 Amendments
 Waivers
 11




---



##### 



Assignment
 Notices
 If to the Company:
    
    Continental Assurance Company
CNA Plaza
Chicago, Illinois 60685-0001
Attention: Secretary
Tel: (312) 822-1384
Fax: (312) 822-1297With copies to:
    
    Dewey Ballantine LLP1301 Avenue of the AmericasNew York, NY 10019Attention: James A. FitzPatrick, Jr.
Jeff S. LiebmannTel: (212) 259-8000Fax: (212) 259-6333And to:
    
    Continental Casualty Company
CNA Plaza, Corporate Treasury
Chicago, Illinois 60685-0001
Attention: Treasurer
Tel: (312) 822-4637
Fax: (312) 822-4175
 12




---



##### 



If to the Reinsurer:
    
    Swiss Re Life & Health America Inc.175 King StreetArmonk, New York 10504Attention: General CounselTel: (914) 828-8925Fax: (914) 828-7925With a copy to:
    
    David A. MasseySutherland Asbill & Brennan LLP1275 Pennsylvania Avenue, NWWashington, DC 20004-2415Tel: (202) 383-0100Fax: (202) 637-3593If to the Trustee:
    
    J.P. Morgan Trust Company, N.A.c/o J. P. Morgan Chase BankThree MetroTech 5th FloorBrooklyn, New York 11245Attention: William CataldiTel: 718-242-5283Fax: 718-254-5000
  Governing Law
 Notice to Trustee
 Counterparts
 Captions
 13




---



##### 



Interpretations
   Severability
 14




---



##### 



CONTINENTAL ASSURANCE COMPANYBy:Name:Title:By:Name:Title:SWISS RE LIFE & HEALTH
AMERICA INC.By:Name:Title:J.P. MORGAN TRUST COMPANY, N.A.By:Name:Title: 15




---



##### 



Exhibit A
 CAC Life and Annuity Indemnity Reinsurance Agreement
 16




---



##### 



EXHIBIT B
  1.
    
    Assuming under current risk based capital requirements, the Company Action Level Risk Based
Capital of the Reinsurer is $1 billion, the RBC Trigger under Section 3, Article VI of this
Agreement would be $1.5 billion. In the event that the methodology established by the
National Association of Insurance Commissioners (the NAIC) for measuring risk based capital
were to be modified so that without any change in the financial position of the Reinsurer the
designated Company Action Level Risk Based Capital for the Reinsurer is $1.2 billion, a 20%
increase, the RBC Trigger would likewise increase by 20% to $1.8 billion (effectively, 150% of
the new Company Action Level Risk Based Capital).2.
    
    Under current NAIC requirements, a Company Action Level RBC Plan would be required if the
Reinsurers total adjusted capital were to fall to a level which is less than 100% of a
benchmark known as company action level risk based capital (the Current Benchmark). If the
NAIC were to modify its requirements so that a Company Action Level RBC Plan was to be
required if the Reinsurers total adjusted capital were to fall below a level equal to 120% of
the Current Benchmark, a 20% adjustment, then the RBC Trigger under Section 3 of Article VI of
this Agreement would likewise be increased by 20% to 180% of the Current Benchmark
(effectively, 150% of the new Company Action Level Risk Based Capital).3.
    
    The current regulations promulgated by the NAIC require the filing of a Company Action
Level RBC Plan. The current regulations establish the topics and projections to be
addressed in such plan, as well as the regulatory actions that may be taken in connection
with such plan. If the NAIC modifies or replaces the regulations, and establishes new
criteria and measurement methodologies for the assessment of insurer solvency risks, then
the parties would agree to work in good faith to set the RBC Trigger at a level equal to
150% of the standard for filing plans and reviewing financial progress substantially
similar to the current Company Action Level RBC Plan.
 B-1




---



##### 



A.
    
    The parties will make a joint election, in accordance with Treas. Reg. 1.848-2(g)(8) (the
Regulation), issued December 31, 1992, under Section 848 of the Internal Revenue
Code of 1986 (the Code), and:
 (1)
    
    the party with the net positive consideration under this Agreement will
capitalize specified policy acquisition expenses with respect to this Agreement for
such taxable year without regard to the general deductions limitations of Section
848(c)(1) of the Code;(2)
    
    the election will take effect as of the Effective Time and will remain in
effect for all subsequent years that this Agreement remains in effect; and(3)
    
    each party shall attach a schedule to its federal income tax return for its
first taxable year ending after the election becomes effective that identifies the
agreement (including this Agreement) for which joint elections have been made under the
Regulation.
 B.
    
    Pursuant to this joint election:
 (1)
    
    each party will exchange information pertaining to the amount of net
consideration under this Agreement to assure consistency or as may otherwise be
required by the Internal Revenue Service;(2)
    
    the Reinsurer will submit its calculation of the net consideration, as
defined under Treas. Reg. 1.848-2(f), to the Company not later than May 1 for each and
every tax year for which this Agreement is in effect;(3)
    
    the Company may challenge such calculation within ten (10) working days of
receipt of the Reinsurers calculation; and(4)
    
    the parties will act in good faith to reach agreement as to the correct amount
of net consideration whenever there is disagreement as to the amount of net
consideration, as determined under Treas. Reg. 1.848-2(f).
 C.
    
    The Company and the Reinsurer represent and warrant that they are subject to U.S. taxation
under Subchapter L of Chapter 1 of the Code.
 C-1




---



##### 



CONTINENTAL ASSURANCE COMPANYBy:
    /s/ Lawrence J. BoysenName:
    Lawrence J. BoysenTitle:
    Senior Vice President & Corporate Controller SWISS RE LIFE & HEALTH AMERICA INC.By:
    /s/ W. Weldon WilsonName:
    W. Weldon WilsonTitle:
    Chief Executive Officer C-2




---



##### 



SCHEDULE A
                       SA-1




---



##### 



SCHEDULE A
       
 
 SA-2




---



##### 



SCHEDULE A
 Date:
    
    December 18, 2003To:
    
    All IMOsSubject:
    
    IMO Bonus Schedule Unchanged in 2004
   Annualized Premium
    
    Bonus Percentage$2,000,000
    
    
    10.0%3,000,000
    
    
    12.5%5,000,000
    
    
    15.0%7,500,000
    
    
    17.5%10,000,000
    
    
    20.0%12,500,000
    
    
    22.5%15,000,000
    
    
    25.0%17,500,000
    
    
    27.5%20,000,000
    
    
    30.0%
   SA-3




---



##### 



SCHEDULE A
 * PLEASE REVIEW AND SIGN *
 I. INTRODUCTION
    
 II. CNA LIFE SALES OFFICES  OVERVIEW
  SA-4




---



##### 



LSR PLAN
 A. OBJECTIVES
  
    
    Generating new business from agents in the CNA Property/Liability agencies and other
sources
    
    Encouraging renewal business
    
    Building and developing relationships with administrative staff, branch staff, and agencies
   
    
    LSR Production Override
    
    LSR Production Bonus  Paid First Year Premium
 LSR Production Overrides
  LSR Production Bonus
  SA-5




---



##### 



following chart:
 LSO Total Production Run-Rate
 LSRs FY Paid Premium*
    
    
    $0-$24.9
    
    
    $25-$29.9
    
    
    $30-$34.9
    
    
    $35+$0
    
    -             $200,000
    
    
    0%
    
    
    0%
    
    
    0%
    
    
    0%$200,000
    
    -             $249,000
    
    
    1%
    
    
    2%
    
    
    3%
    
    
    4%$250,000
    
    -             $299,999
    
    
    2%
    
    
    3%
    
    
    4%
    
    
    5%$300,000
    
    -             $349,999
    
    
    3%
    
    
    4%
    
    
    5%
    
    
    6%$350,000
    
    -             $399,999
    
    
    5%
    
    
    6%
    
    
    7%
    
    
    8%$400,000
    
    -             $449,999
    
    
    6%
    
    
    7%
    
    
    8%
    
    
    10%$450,000
    
    -             $499,999
    
    
    7%
    
    
    8%
    
    
    10%
    
    
    11%$500,000
    
    -             $549,999
    
    
    8%
    
    
    9%
    
    
    11%
    
    
    12%$550,000
    
    -             $599,999
    
    
    9%
    
    
    10%
    
    
    12%
    
    
    13%$600,000
    
    -             $999,999
    
    
    10%
    
    
    11%
    
    
    13%
    
    
    14%$1,000,000
    
    +
    
    
    11%
    
    
    12%
    
    
    14%
    
    
    15%
 *Subject to exclusions
 VI.
    
    PERSONAL PRODUCTION
  
 
  
 
 SA-6




---



##### 



VII.
    
    ADMINISTRATION
 A.
    
    CALCULATION AND PAYMENT PROCEDURES
    
    
    For failure to meet the production level upon which they were based, or
    
    Upon termination prior to year-end, or
    
    For unrecovered chargebacks (overpayments)
   B.
    
    FIRST YEAR SUBSIDY
 
 
 
 SA-7




---



##### 



C.
    
    JOB GRADE AND FUNCTIONAL JOB CODE
 
 D.
    
    PERFORMANCE EXPECTATIONS
  
 
 
 E.
    
    FRINGE BENEFITS
 Benefits at CNA
 
 
 SA-8




---



##### 



st
 F.
    
    TERMINATION OF EMPLOYMENT
 
 Note:
    
    This is not applicable to vested commissions for an LSRs personal production,
provided all terms of the agent contract are met.
 
 
 G.
    
    RESTRICTION ON OTHER PAYMENTS
 
 SA-9




---



##### 



VIII.
    
    ACKNOWLEDGEMENT
 Life Sales RepresentativePrint Name:Signature:Date:Regional Vice President, Life Sales OfficePrint Name:Signature:Date:
 SA-10




---



##### 



(CNA LOGO)
    
    December 2, 2003
 2004 CNA MGA BONUS PLAN
  Eligible First-Year Paid Premium
    
    
    
    BonusPercentage$
    0
    
    
    to
    
    $
    249,999
    
    
    
    
    0.0
    %250,000
    
    
    to
    
    
    499,999
    
    
    
    
    28.0
    %500,000
    
    
    to
    
    
    749,999
    
    
    
    
    30.0
    %750,000
    
    
    to
    
    
    999,999
    
    
    
    
    32.0
    %1,000,000
    
    
    to
    
    
    1,499,999
    
    
    
    
    34.0
    %1,500,000
    
    
    to
    
    
    1,999,999
    
    
    
    
    34.5
    %2,000,000
    
    
    to
    
    
    2,499,999
    
    
    
    
    35.0
    %2,500,000
    
    
    to
    
    
    2,999,999
    
    
    
    
    35.5
    %3,000,000
    
    
    to
    
    
    3,499,999
    
    
    
    
    36.0
    %3,500,000
    
    
    to
    
    
    3,999,999
    
    
    
    
    36.5
    %4,000,000
    
    
    to
    
    
    4,499,999
    
    
    
    
    37.0
    %4,500,000
    
    
    to
    
    
    4,999,999
    
    
    
    
    37.5
    %5,000,000
    
    
    to
    
    
    7,499,999
    
    
    
    
    38.0
    %7,500,000
    
    
    to
    
    
    9,999,999
    
    
    
    
    39.0
    %10,000,000
    
    
    to
    
    
    12,499,999
    
    
    
    
    40.0
    %12,500,000
    
    
    to
    
    
    14,999,999
    
    
    
    
    41.0
    %15,000,000
    
    
    to
    
    
    19,999,999
    
    
    
    
    42.0
    %20,000,000
    
    
    
    
    
    +
    
    
    
    
    43.0
    %
 Prorated bonuses for new MGAs
 SA-11




---



##### 



Simplified program  new
  Placement rates
 Monthly advances for consistent, high production
 Caveats
 SA-12




---



##### 



CAC Ceded Reinsurance Agreements:
 Index No.
    
    
    Name2.
    
    
    Automatic Non-Bulk Y.R.T. Non-Refund Agreement between CAC and Allianz Life Insurance Company
of North America effective May 01, 1987 [Terminated for new business]3.
    
    
    Automatic Non-Bulk Coinsurance Non-Refund Agreement between CAC and Allianz Life Insurance
Company of North America effective June 01, 1987 [Terminated for new business]11.
    
    
    CAC Reinsurance Agreement between CAC and American National Insurance Company effective
November 01, 196314.
    
    
    Automatic Coinsurance Agreement between CAC and Phoenix Home Life Mutual Insurance Company
effective July 20, 1998 [Terminated for new business] [This contract was novated to ERC Life
Reinsurance Corporation effective January 01, 2000. Scottish Re Group Limited acquired 95% of
the outstanding capital stock of ERC Life Reinsurance Corporation on December 22, 2003.]17.
    
    
    CAC Reinsurance Agreement between CAC and American United Life Insurance Company of
Indianapolis, IN effective June 01, 1970 [This business was 100% reinsured to Employers
Reassurance Corporation]18.
    
    
    Automatic Reinsurance Agreement between CAC and American United Life Insurance Company of
Indianapolis, IN effective June 01, 1978 [Terminated for new business] [This business was 100%
reinsured to Employers Reassurance Corporation]21.
    
    
    Yearly Renewable Term Agreement between CAC and American United Life Insurance Company of
Indianapolis, IN effective August 21, 1995 [This business was 100% reinsured to Employers
Reassurance Corporation]26.
    
    
    Automatic Reinsurance Agreement between CAC and American United Life Insurance Company of
Indianapolis, IN effective July 20, 1998 [This business was 100% reinsured to Employers
Reassurance Corporation]30.
    
    
    Reinsurance Agreement between CAC and Business Mens Assurance Company of America effective
November 01, 1954 [Generali USA Life Reassurance Company now administers this business]31.
    
    
    Reinsurance Agreement between CAC and Business Mens Assurance Company of America effective
August 28, 1980 [Generali USA Life Reassurance Company now administers this business]33.
    
    
    Reinsurance Agreement between CAC and Business Mens Assurance Company of America effective
August 21, 1995 [Generali USA Life Reassurance Company now administers this business]34.
    
    
    Reinsurance Agreement between CAC and Cologne Life Insurance Company effective April 01, 1968
[Terminated for new business]35.
    
    
    Automatic Reinsurance Agreement between CAC and Cologne Life Insurance Company effective
October 01, 1987 [Terminated for new business]36.
    
    
    Reinsurance Agreement between CAC and Cologne Life Insurance Company effective January 01, 198837.
    
    
    Reinsurance Agreement between CAC and Crown Life Insurance Company
effective July 01, 1977 [This contract was novated to The Canada
Life Assurance Company effective January 01, 1999]
 SB-1




---



##### 



Index No.
    
    
    Name38.
    
    
    Automatic Pool Reinsurance Agreement between CAC and Crown Life
Insurance Company effective April 01, 1982 [This contract was
novated to The Canada Life Assurance Company effective January 01,
1999]39.
    
    
    Automatic Reinsurance Agreement between CAC and Crown Life
Insurance Company effective January 01, 1983 [This contract was
novated to The Canada Life Assurance Company effective January 01,
1999]40.
    
    
    Automatic Coinsurance Reinsurance Agreement between CAC and Crown
Life Insurance Company effective September 01, 1983 [This contract
was novated to The Canada Life Assurance Company effective January
01, 1999]41.
    
    
    Automatic YRT Reinsurance Agreement between CAC and Crown Life
Insurance Company effective September 01, 1987 [Terminated for new
business] [This contract was novated to The Canada Life Assurance
Company effective January 01, 1999]43.
    
    
    Automatic Coinsurance Reinsurance Agreement between CAC and Crown
Life Insurance Company effective October 01, 1987 [Terminated for
new business] [This contract was novated to The Canada Life
Assurance Company effective January 01, 1999]45.
    
    
    Automatic Pool Reinsurance Agreement between CAC and Crown Life
Insurance Company effective January 01, 1989 [This contract was
novated to The Canada Life Assurance Company effective January 01,
1999]46.
    
    
    Automatic Coinsurance Reinsurance Agreement between CAC and
Employers Reassurance Corporation effective October 05, 199555.
    
    
    Automatic Reinsurance Agreement between CAC and Employers
Reassurance Corporation effective July 20, 199859.
    
    
    Automatic/Facultative Agreement between CAC and Equitable Life
Assurance Society of the United States effective January 01, 197760.
    
    
    Automatic Pool Reinsurance Agreement between CAC and Equitable Life
Assurance Society of the United States effective April 01, 198261.
    
    
    Facultative Reinsurance Agreement between CAC and Equitable Life
Assurance Society of the United States effective January 01, 198463.
    
    
    Facultative Reinsurance Agreement between CAC and Frankona America
Life Reassurance Company effective January 01, 1979 [The name of
Frankona America Life Reassurance Company changed to ERC Life
Reinsurance Corporation effective February 02, 1996. Scottish Re
Group Limited acquired 95% of the outstanding capital stock of ERC
Life Reinsurance Corporation on December 22, 2003.]67.
    
    
    Automatic YRT Self-Administered Reinsurance Agreement between CAC
and Frankona America Life Reassurance Company effective August 21,
1995 [The name of Frankona America Life Reassurance Company changed
to ERC Life Reinsurance Corporation effective February 02, 1996.
Scottish Re Group Limited acquired 95% of the outstanding capital
stock of ERC Life Reinsurance Corporation on December 22, 2003.]70.
    
    
    Automatic Coinsurance Agreement between CAC and General American
Life Insurance Company effective September 01, 1987 [This contract
was novated to Saint Louis Reinsurance Company effective January
01, 1994. The name of Saint Louis Reinsurance Company was later
changed to RGA Reinsurance Company.]71.
    
    
    Automatic Reinsurance Agreement between CAC and General American
Life Insurance Company effective September 01, 1987 [This contract
was novated to Saint Louis Reinsurance Company effective January
01, 1994. The name of Saint Louis Reinsurance Company was later
changed to RGA Reinsurance Company.]73.
    
    
    Automatic Agreement between CAC and General American Life Insurance
Company effective July 05, 1991 [This contract was novated to Saint
Louis Reinsurance Company effective January 01, 1994. The name of
Saint Louis Reinsurance Company was later changed to RGA
Reinsurance Company.]75.
    
    
    Automatic Reinsurance Agreement between CAC and Gerling Global Life
Insurance Company (U.S. Branch) effective May 01, 1998 [Gerling
Global Life Insurance Company (U.S. Branch) changed its name to
Revios Reinsurance Canada Ltd. (U.S. Branch) effective October 13,
2003]
 SB-2




---



##### 



Index No.
    
    
    Name76.
    
    
    Automatic Reinsurance Agreement between CAC and Gerling Global Life
Reinsurance Company effective July 20, 1998 [Gerling Global Life
Reinsurance Company changed its name to Revios Reinsurance U.S.
Inc. effective October 13, 2003]78.
    
    
    Facultative Reinsurance Agreement between CAC and Hamburg
International Reinsurance Company effective November 01, 1981 [This
contract was novated to HIR Life of America Reassurance Company
effective January 01, 1989]79.
    
    
    Reinsurance Agreement between CAC and HIR Life of America
Reassurance Company effective June 01, 198980.
    
    
    Automatic Coinsurance Agreement between CAC and Hudson Life
Reassurance Corporation effective January 01, 1982 [This contract
was novated to Cologne Life Reinsurance Company effective January
01, 1997]81.
    
    
    Automatic Coinsurance Agreement between CAC and Hudson Life
Reassurance Corporation effective January 01, 1982 [This contract
was novated to Cologne Life Reinsurance Company effective January
01, 1997]82.
    
    
    Automatic Reinsurance Agreement between CAC and Hudson Life
Reassurance Corporation effective September 01, 1983 [This contract
was novated to Cologne Life Reinsurance Company effective January
01, 1997]83.
    
    
    Automatic Monthly Renewable Term Reinsurance Agreement Number 2053
between CAC and Hartford International Life Reassurance Company
effective November 01, 1984 [This contract was novated to Cologne
Life Reinsurance Company effective January 01, 1997]88.
    
    
    Reinsurance Agreement #6167-1 between CAC and Life Reassurance
Corporation of America effective August 21, 1995 [Life Reassurance
Corporation of America changed its name to Swiss Re Life & Health
America Inc.]89.
    
    
    Reinsurance Agreement #6186-1 between CAC and Life Reassurance
Corporation of America effective October 06, 1995 [Life Reassurance
Corporation of America changed its name to Swiss Re Life & Health
America Inc.]97.
    
    
    Automatic Reinsurance Agreement between CAC and Life Reassurance
Corporation of America effective May 01, 1998 [Life Reassurance
Corporation of America changed its name to Swiss Re Life & Health
America Inc.]99.
    
    
    Automatic Reinsurance Agreement between CAC and Life Reassurance
Corporation of America effective July 20, 1998 [Life Reassurance
Corporation of America changed its name to Swiss Re Life & Health
America Inc.]104.
    
    
    Facultative Reinsurance Agreement between CAC and Life Reassurance
Corporation of America effective November 15, 1967 [Life
Reassurance Corporation of America changed its name to Swiss Re
Life & Health America Inc.]105.
    
    
    Automatic Reinsurance Agreement between CAC and Manufacturers Life
Insurance Company effective April 01, 1981 [Terminated for new
business]106.
    
    
    Automatic Coinsurance Reinsurance Agreement between CAC and
Manufacturers Life Insurance Company effective August 15, 1981
[Terminated for new business]107.
    
    
    Automatic Pool Reinsurance Agreement between CAC and Manufacturers
Life Insurance Company effective April 01, 1982 [Terminated for new
business]107-A.
    
    
    Automatic Pool Reinsurance Agreement between CAC and Manufacturers
Life Insurance Company effective January 01, 1989108.
    
    
    Facultative Reinsurance Agreement between CAC and Manufacturers
Life Insurance Company effective August 01, 1982 [Terminated for
new business]109.
    
    
    Facultative Yrt Reinsurance Agreement between CAC and Manufacturers
Life Insurance Company effective November 01, 1984
 SB-3




---



##### 



Index No.
    
    
    Name110.
    
    
    Reinsurance Agreement between CAC and Manufacturers Life Insurance
Company effective February 01, 1985111.
    
    
    Facultative Excess Reinsurance Agreement between CAC and
Manufacturers Life Insurance Company effective July 01, 1988113.
    
    
    Reinsurance Agreement between CAC and Manufacturers Life Insurance
Company effective October 01, 1990115.
    
    
    Automatic Reinsurance Agreement between CAC and Manulife
Reinsurance Corporation (USA) effective May 01, 1998118.
    
    
    Facultative Reinsurance Agreement between CAC and Munich American
Reassurance Company effective February 05, 1975119.
    
    
    Facultative Reinsurance Agreement on a Coinsurance Basis between
CAC and Munich American Reassurance Company effective January 01,
1981120.
    
    
    Automatic Reinsurance Agreement on a Coinsurance Basis between CAC
and Munich American Reassurance Company effective March 01, 1981121.
    
    
    Automatic Reinsurance Agreement between CAC and Munich American
Reassurance Company effective April 01, 1982 [Terminated for new
business]122.
    
    
    Automatic Reinsurance Agreement between CAC and Munich American
Reassurance Company effective January 01, 1987 [Terminated for new
business]123.
    
    
    Automatic Reinsurance Agreement between CAC and Munich American
Reassurance Company effective May 01, 1987 [Terminated for new
business]125.
    
    
    Automatic Reinsurance Agreement between CAC and Munich American
Reassurance Company effective July 05, 1991126.
    
    
    Automatic Reinsurance Agreement between CAC and Munich American
Reassurance Company effective September 01, 1991129(b).
    
    
    Automatic Reinsurance Agreement between CAC and Munich American
Reassurance Company effective August 21, 1995135.
    
    
    Non-Refund Account Reinsurance Agreement between CAC and North
American Life and Casualty Company effective May 01, 1974
[Terminated for new business] [North American Life and Casualty
Company changed its name to Allianz Life Insurance Company of
North America]136.
    
    
    Facultative Reinsurance Agreement between CAC and North American
Reassurance Company effective January 01, 1964 [North American
Reassurance Company changed its name to Swiss Re Life & Health
America Inc.]137.
    
    
    Facultative Reinsurance Agreement between CAC and North American
Reassurance Company effective November 01, 1963 [North American
Reassurance Company changed its name to Swiss Re Life & Health
America Inc.]138.
    
    
    Facultative Reinsurance Agreement between CAC and Security Benefit
Life Insurance Company effective January 01, 1964 [This treaty was
novated to North American Reassurance Company effective July 1,
1991. North American Reassurance Company changed its name to Swiss
Re Life & Health America Inc.]139(a).
    
    
    Automatic Coinsurance Agreement between CAC and North American
Reassurance Company effective August 01, 1977 [North American
Reassurance Company changed its name to Swiss Re Life & Health
America Inc.]139(b).
    
    
    Facultative Coinsurance Agreement between CAC and North American Reassurance Company effective
August 01, 1979 [North American Reassurance Company changed its name to Swiss Re Life & Health
America Inc.]
 SB-4




---



##### 



Index No.
    
    
    Name140.
    
    
    Facultative Reinsurance Agreement between CAC and North American Reassurance Company effective
September 01, 1979 [Terminated for new business] [North American Reassurance Company changed its
name to Swiss Re Life & Health America Inc.]143.
    
    
    Facultative Obligatory Agreement between CAC and NRG America Life Reassurance Corporation of
Wilmington, Delaware effective June 01, 1981144.
    
    
    Facultative Reinsurance Agreement between CAC and Occidental Life Insurance Company of California
effective January 01, 1972 [This contract was novated to AUSA Life Insurance Company effective
January 01, 2001. AUSA Life Insurance Company later changed its name to Transamerica Financial Life
Insurance Company]145.
    
    
    Life, Disability and Accidental Death Automatic Reinsurance Agreement between CAC and Occidental
Life Insurance Company of California effective July 01, 1977 [This contract was novated to AUSA
Life Insurance Company effective January 01, 2001. AUSA Life Insurance Company later changed its
name to Transamerica Financial Life Insurance Company]146.
    
    
    Facultative Reinsurance Agreement between CAC and Optimum Re Insurance Company effective January
01, 1979147.
    
    
    Universal Life Automatic Reinsurance Agreement between CAC and Optimum Re Insurance Company
effective January 01, 1986148.
    
    
    Universal Life Automatic Coinsurance Agreement between CAC and Optimum Re Insurance Company
effective January 01, 1986 [Terminated for new business]153.
    
    
    Automatic Reinsurance Agreement No. 2082 between CAC and Phoenix Home Life Mutual Insurance Company
effective August 21, 1995 [This contract was novated to ERC Life Reinsurance Corporation effective
January 01, 2000. Scottish Re Group Limited acquired 95% of the outstanding capital stock of ERC
Life Reinsurance Corporation on December 22, 2003.]154.
    
    
    Automatic Coinsurance Agreement No. 2183 between CAC and Phoenix Home Life Mutual Insurance Company
effective October 06, 1995 [Terminated for new business] [This contract was novated to ERC Life
Reinsurance Corporation effective January 01, 2000. Scottish Re Group Limited acquired 95% of the
outstanding capital stock of ERC Life Reinsurance Corporation on December 22, 2003.]161.
    
    
    Reinsurance Agreement between CAC and Phoenix Home Life Mutual Insurance Company effective June 01,
1970 [This contract was novated to ERC Life Reinsurance Corporation effective January 01, 2000.
Scottish Re Group Limited acquired 95% of the outstanding capital stock of ERC Life Reinsurance
Corporation on December 22, 2003.]162.
    
    
    Reinsurance Agreement between CAC and Phoenix Home Life Mutual Insurance Company effective August
01, 1967163.
    
    
    Automatic Reinsurance Agreement No. 2825 between CAC and Phoenix Home Life Mutual Insurance Company
effective July 20, 1998 [This contract was novated to ERC Life Reinsurance Corporation effective
January 01, 2000. Scottish Re Group Limited acquired 95% of the outstanding capital stock of ERC
Life Reinsurance Corporation on December 22, 2003.]164.
    
    
    Servicemens Group Life Insurance Conversion Pool Agreement between CAC and Prudential Life
Insurance Company of America effective 09/29/1965165.
    
    
    Automatic Reinsurance Agreement between CAC and RGA Reinsurance Company effective October 06, 1995168.
    
    
    Automatic Reinsurance Agreement between CAC and RGA Reinsurance Company effective May 01, 1998169.
    
    
    Automatic Reinsurance Agreement between CAC and RGA Reinsurance Company effective July 20, 1998
 SB-5




---



##### 



Index No.
    
    
    Name177.
    
    
    Automatic and Facultative Yearly Renewable Term Reinsurance Agreement between CAC and Security Life
of Denver Insurance Company effective October 01, 1990178.
    
    
    Yearly Renewable Term Reinsurance Agreement between CAC and Security Life of Denver Insurance
Company effective July 05, 1991183.
    
    
    Automatic and Facultative Reinsurance Agreement Yearly Renewable Term between CAC and Security Life
of Denver Insurance Company effective August 21, 1995184.
    
    
    Automatic and Facultative Coinsurance Agreement between CAC and Security Life of Denver Insurance
Company effective October 06, 1995190.
    
    
    Automatic Pool Reinsurance Agreement between CAC and Storebrand-Norden International Reinsurance
Company effective April 01, 1982 [Terminated for new business]191.
    
    
    Facultative Reinsurance Agreement between CAC and Sun Life Assurance Company effective June 15, 1982192.
    
    
    Automatic Reinsurance Agreement between CAC and Sun Life Assurance Company effective July 01, 1982193.
    
    
    Automatic Pool Reinsurance Agreement between CAC and Sun Life Assurance Company effective January
01, 1984194.
    
    
    Automatic YRT Reinsurance Agreement between CAC and Sun Life Assurance Company effective December
01, 1986 [Terminated for new business]196.
    
    
    Automatic Pool Reinsurance Agreement between CAC and Sun Life Assurance Company effective January
01, 1989197.
    
    
    Automatic Pool Reinsurance Agreement between CAC and Sun Life Assurance Company effective January
01, 1989198.
    
    
    Automatic Reinsurance Agreement between CAC and Swiss Re Life & Health effective May 01, 1998200.
    
    
    Reinsurance Agreement between CAC and The Lincoln National Life Insurance Company effective March
01, 1956 [This business was 100% reinsured to Swiss Re Life & Health America Inc.]201.
    
    
    Coinsurance Agreement between CAC and The Lincoln National Life Insurance Company effective April
01, 1977 [This business was 100% reinsured to Swiss Re Life & Health America Inc.]202.
    
    
    Reinsurance Agreement between CAC and The Lincoln National Life Insurance Company effective March
01, 1980 [This business was 100% reinsured to Swiss Re Life & Health America Inc.]203.
    
    
    Reinsurance Agreement between CAC and The Lincoln National Life Insurance Company effective April
01, 1982 [This business was 100% reinsured to Swiss Re Life & Health America Inc.]204.
    
    
    Automatic YRT Pool Agreement between CAC and The Lincoln National Life Insurance Company effective
April 01, 1982 [This business was 100% reinsured to Swiss Re Life & Health America Inc.]205.
    
    
    Reinsurance Agreement between CAC and The Lincoln National Life Insurance Company effective April
01, 1982 [This business was 100% reinsured to Swiss Re Life & Health America Inc.]209.
    
    
    Coinsurance Agreement between CAC and The Lincoln National Life Insurance Company effective October
06, 1995 [This business was 100% reinsured to Swiss Re Life & Health America Inc.]
 SB-6




---



##### 



Index No.
    
    
    Name220.
    
    
    Automatic Reinsurance Agreement between CAC and The Lincoln National Life Insurance Company
effective July 20, 1998 [This business was 100% reinsured to Swiss Re Life & Health America Inc.]225.
    
    
    Reinsurance Agreement between CAC and The Mercantile and General Life Reassurance Company of
America effective April 25, 1993 [This business was 100% reinsured to Swiss Re Life & Health
America Inc.]229.
    
    
    Automatic YRT Pool Agreement between CAC and Transamerica Occidental Life Insurance Company
effective April 01, 1982 [This contract was novated to AUSA Life Insurance Company effective
January 01, 2001. AUSA Life Insurance Company later changed its name to Transamerica Financial Life
Insurance Company]230.
    
    
    Life, Disability and Accidental Death Facultative Reinsurance Agreement between CAC and
Transamerica Occidental Life Insurance Company effective January 01, 1972 [Terminated for new
business] [This contract was novated to AUSA Life Insurance Company effective January 01, 2001.
AUSA Life Insurance Company later changed its name to Transamerica Financial Life Insurance
Company]231.
    
    
    Automatic Reinsurance Agreement between CAC and Transamerica Occidental Life Insurance Company
effective April 01, 1988 [This contract was novated to AUSA Life Insurance Company effective
January 01, 2001. AUSA Life Insurance Company later changed its name to Transamerica Financial Life
Insurance Company]232.
    
    
    Automatic Reinsurance Agreement between CAC and Transamerica Occidental Life Insurance Company
effective October 01, 1990 [This contract was novated to AUSA Life Insurance Company effective
January 01, 2001. AUSA Life Insurance Company later changed its name to Transamerica Financial Life
Insurance Company]234.
    
    
    Automatic Reinsurance Agreement between CAC and Transamerica Occidental Life Insurance Company
effective October 01, 1995 [This contract was novated to AUSA Life Insurance Company effective
January 01, 2001. AUSA Life Insurance Company later changed its name to Transamerica Financial Life
Insurance Company]237.
    
    
    Automatic Reinsurance Agreement between CAC and United States Life Insurance effective September
01, 1952238.
    
    
    Reinsurance Agreement IL008WYN01 between CAC and Urbaine Life Reinsurance Company effective April
01, 1983 [This business was 100% reinsured to National Security Life and Annuity Company effective
January 04, 2002]239.
    
    
    Reinsurance Agreement IL008WYN02 between CAC and Urbaine Life Reinsurance Company effective July
01, 1985 [This business was 100% reinsured to National Security Life and Annuity Company effective
January 04, 2002]240.1.
    
    
    Foreign National Business Automatic Yearly Renewable Term Life Reinsurance Agreement between CAC
and Aggrippina Rueckversicherungs Aktiengesellschaft effective August 01, 1990 [This contract was
novated to Converium Reinsurance Company (Germany) Ltd.]244.
    
    
    Automatic Reinsurance Agreement between CAC and American Phoenix Life and Reassurance Company
effective February 13, 1999 [Terminated for new business] [This contract was novated to ERC Life
Reinsurance Corporation effective January 01, 2000. Scottish Re Group Limited acquired 95% of the
outstanding capital stock of ERC Life Reinsurance Corporation on December 22, 2003.]245.
    
    
    Automatic Reinsurance Agreement between CAC and American United Life Insurance Company effective
April 01, 1999 [Terminated for new business] [This business was 100% reinsured to Employers
Reassurance Corporation]246.
    
    
    Automatic Reinsurance Agreement between CAC and American United Life Insurance Company effective
February 13, 1999 [Terminated for new business] This business was 100% reinsured to Employers
Reassurance Corporation]248.
    
    
    Automatic Reinsurance Agreement between CAC and American United Life Insurance Company effective
March 01, 2001 This business was 100% reinsured to Employers Reassurance Corporation]252.
    
    
    Life Reinsurance Agreement between CAC and Annuity & Life Reassurance America, Inc. effective
November 22, 2000
 SB-7




---



##### 



Index No.
    
    
    Name255.
    
    
    Life Reinsurance Agreement between CAC and Annuity & Life Reassurance (Bermuda), Ltd. effective
March 01, 2001 [this contract was novated to XL Life Ltd. Effective December 31, 2002]259.
    
    
    Automatic Reinsurance Agreement between CAC and Business Mens Assurance Company of America
effective November 22, 2000 [Generali USA Life Reassurance Company now administers this business]262.
    
    
    Automatic Reinsurance Agreement between CAC and Business Mens Assurance Company of America
effective March 01, 2001 [Generali USA Life Reassurance Company now administers this business]265.
    
    
    Automatic Reinsurance Agreement between CAC and Employers Reassurance Corporation effective April
01, 1999 [Terminated for new business]266.
    
    
    Automatic Reinsurance Agreement between CAC and Employers Reassurance Corporation effective
October 07, 1999 [Terminated for new business]271.
    
    
    Automatic Reinsurance Agreement between CAC and Employers Reassurance Corporation effective March
01, 2001 [Terminated for new business]276.
    
    
    Automatic Reinsurance Agreement between CAC and Gerling Global Life Reinsurance Company effective
October 07, 1999 [Terminated for new business] [Gerling Global Life Reinsurance Company changed its
name to Revios Reinsurance U.S. Inc. effective October 13, 2003]285.
    
    
    Automatic Reinsurance Agreement between CAC and Life Reassurance Corporation of America effective
February 13, 1999 [Life Reassurance Corporation of America changed its name to Swiss Re Life &
Health America Inc.]287.
    
    
    Automatic Reinsurance Agreement between CAC and Life Reassurance Corporation of America effective
April 01, 1999 [Life Reassurance Corporation of America changed its name to Swiss Re Life & Health
America Inc.]288.
    
    
    Automatic Reinsurance Agreement between CAC and The Lincoln National Life Insurance Company
effective April 01, 1999 [The business was 100% reinsured to Swiss Re Life & Health America Inc.]289.
    
    
    Automatic Reinsurance Agreement between CAC and The Lincoln National Life Insurance Company
effective February 13, 1999 [Terminated for new business] [The business was 100% reinsured to Swiss
Re Life & Health America Inc.]293.
    
    
    Automatic Reinsurance Agreement between CAC and Manulife Reinsurance Corporation (USA) effective
February 13, 1999 [Terminated for new business]294.
    
    
    Automatic Reinsurance Agreement between CAC and Munich American Reassurance Company effective
October 07, 1999295.
    
    
    Automatic Reinsurance Agreement between CAC and Munich American Reassurance Company effective
October 07, 1999298.
    
    
    Automatic Reinsurance Agreement between CAC and RGA Reinsurance Company effective April 01, 1999299.
    
    
    Automatic Reinsurance Agreement between CAC and RGA Reinsurance Company effective 02/13/1999
(Amendment No. 1) [Terminated for new business]302.
    
    
    Automatic Reinsurance Agreement between CAC and RGA Reinsurance Company effective November 22, 2000310.
    
    
    Automatic Reinsurance Agreement between CAC and Scor Life U.S. Re Insurance Company effective
November 22, 2000 [Terminated for new business effective January 1, 2004]315.
    
    
    Automatic Reinsurance Agreement between CAC and Security Life Of Denver Insurance Company
effective October 01, 1998 [Terminated for new business]
 SB-8




---



##### 



Index No.
    
    
    Name318.
    
    
    Automatic Reinsurance Agreement between CAC and Swiss Re Life and Health America effective March
01, 2001323.4.
    
    
    Joint Marketing and Reinsurance Agreement between CAC and VFL and SCOR LIFE Reinsurance Company
effective June 11, 2001 [Terminated for new business]323.5.
    
    
    Direct Marketing and Reinsurance Agreement between CAC and VFL and The Lincoln National Life
Insurance Company effective February 24, 2000 [The business was 100% reinsured to Swiss Re Life &
Health America Inc.]328.
    
    
    Automatic Reinsurance Agreement between CAC and Canada Life Assurance Company effective March 01,
2001333.
    
    
    Automatic Reinsurance Agreement between CAC and Gerling Global Life Reinsurance effective March 01,
2001 [Gerling Global Life Reinsurance Company changed its name to Revios Reinsurance U.S. Inc.
effective October 13, 2003]344.
    
    
    Facultative Reinsurance Agreement between CAC and Allianz Life Insurance Company of North America
effective January 01, 2001
 CAC Unsigned Treaties:
  SB-9




---



##### 



SCHEDULE C
   Calculation Details:
   
  SC-1




---



##### 



SCHEDULE D
 A.
    
    Purpose
 1.
    
    The purpose of these Investment Guidelines is to establish, authorize, and
document the objectives, policies, procedures, and constraints for investing the assets
supporting the par business (the liabilities) reinsured by Continental Assurance
Company (CAC) to Swiss Re Life and Health America Inc. (the Company).2.
    
    On an overall basis, investment decisions will have as an objective full
compliance with relevant provisions of the investment laws of the Companys domiciliary
state, and any other state to which it may be subject, and the Internal Revenue Code
and Regulations.3.
    
    There is no substitute for acting prudently, which requires that investment
personnel act always with an appropriate amount of care and in the best interests of
both CAC and the Company in the management of the assets supporting the reinsured
liabilities.
 B.
    
    General Performance Objectives and Philosophy
 1.
    
    The portfolio will be managed based on the characteristics of the liabilities
it is supporting while remaining within applicable legal, regulatory, and business
constraints. The duration, convexity, and cash flows of the underlying liabilities are
several of the many economic and business inputs which will be taken into consideration
when making investment decisions.2.
    
    Portfolio liquidity will be maintained such that reasonably expected cash flow
needs can be met.
 C.
    
    Asset Classes Eligible for Investment
 1.
    
    Investments of the Company shall be reasonably diversified to minimize the
impact of a potential default. From time to time, and subject to this policy
statement, the Company may invest in any or all of the following asset categories:
 a.
    
    bonds, debentures, mortgage-backed and asset-backed securities,
notes or other debt instruments of governments, government agencies, or
corporations;b.
    
    cash, money market securities issued by governments or
corporations, money market funds or short-term investment pools as permitted
statutorilyc.
    
    private placements of agencies or corporations;
 SD-1




---



##### 



d.
    
    derivative instruments including forwards, futures contracts,
put options, call options, caps, collars, swaps, floors, swaptions, commitments
to purchase mortgage-backed securities, and asset-backed securities;
 (i)
    
    derivative instruments will only be used by the
Company to hedge assets or liabilities or in allowed replication transactions;
 e.
    
    with respect to any other asset class that is not specifically
delineated herein, the portfolio manager shall ensure that any such investment
complies with legal requirements and is appropriate given the nature of the
underlying liabilities.
 D.
    
    PORTFOLIO CONSTRAINTS (PERCENTAGES STATED REFER TO STATEMENT VALUE AS A PERCENT OF TOTAL
ASSETS AND ARE CALCULATED AS ACQUISITION LIMITS)
 1.
    
    Aggregate portfolio limits:
 a.
    
    minimum average credit quality of A;b.
    
    maximum of 15% per obligor in obligations (1) issued, assumed
or guaranteed by any agency, political subdivision or instrumentality of any
state which obligations are not general obligations thereof; and (2) issued,
assumed or guaranteed by the International Bank for Reconstruction and
Development, the Inter-American Development Bank, the Asian Development Bank,
the International Finance Corporation and any other agency or entity engaged in
similar activities and in which the government of the United States
participates.c.
    
    subject to (b) above, maximum of 5% in any individual issuer,
excluding(i) high yield securities (as such term is used in the Insurance Code
of the State of Connecticut) and (ii) securities issued, assumed, guaranteed or
insured by the United States, a state of the United States, a government
sponsored enterprise of the United States, a government money market mutual
fund, a class one money market mutual fund, a class one bond mutual fund and
issues which are insured by a financial guaranty insurer with the highest
generic rating issued by a nationally recognized statistical rating
organization;d.
    
    maximum variance of portfolio effective duration of +/- 15% to
the duration of the underlying liabilities;
 2.
    
    Fixed income securities:
 a.
    
    maximum of 10% held in asset-backed securities not
collateralized with mortgage loans;
 SD-2




---



##### 



a.
    
    maximum of 40% held in mortgage-backed ;
 (i)
    
    mortgage-backeds will be secured with first
mortgages or conventional mortgages with a maximum 70% loan-to-value
ratio, unless guaranteed by a government agency or a government
sponsored enterprise;(ii)
    
    maximum of 5% held in any individual pool
unless guaranteed by a government agency or a government sponsored
enterprise;
 c.
    
    industry concentrations (excluding securities issued, assumed,
guaranteed or insured by the United States or a government sponsored enterprise
of the United States);
 (i)
    
    maximum 15% of holdings allowed in an industry group;
 d.
    
    geographic concentrations (foreign)
 (i)
    
    Maximum in foreign obligations and investments
(1) up to 10% in any exempted country, and (2) up to 2% in any other
foreign country and up to 15% in the aggregate in all such other
foreign countries. The aggregate foreign obligations and investments
shall not exceed 30%. All such foreign obligations and investments made
within the limitation of this subsection shall also be subject to the
percentage limitations prescribed elsewhere in these guidelines as
applicable to such investment class.
 e.
    
    maximum of 10% held in private placements (excluding securities
that qualify under Rule 144A under the Securities Act of 1933);f.
    
    maximum of 20% held in Rule 144As (securities that qualify under Rule 144A under
the Securities Act of 1933);g.
    
    maximum of 1% in high yield obligations of any one institution and up to 10% in the
aggregate in high yield obligations, all required to be registered under the Securities Act
of 1933h.
    
    minimum credit quality of B on non-investment grade bonds at time
of purchase.
 3.
    
    Short-term securities:
 a.
    
    maximum of 100% held in securities maturing in 397 days or
fewer, or in money market funds;b.
    
    commercial paper held must be rated A2/P2 or better.
 SD-3




---



##### 



4.
    
    Derivative instruments:
 a.
    
    derivatives used for hedging shall be limited as follows;
 (i)
    
    the aggregate statement value of options, swaptions, caps,
floors and warrants purchased shall not exceed 7.5% of
total assets;(ii)
    
    the aggregate statement value of options, swaptions, caps
and floors written shall not exceed 3.0% of total assets;(iii)
    
    the aggregate potential exposure of collars, swaps,
forwards and futures entered into and options, swaptions,
caps and floors written shall not exceed 6.0% of total
assets.
 b.
    
    derivatives used for replication transactions shall be limited as
follows;
 (i)
    
    the Company otherwise is authorized to invest its funds in
the asset being replicated;(ii)
    
    the asset being replicated will be subject to all applicable
provisions and limitations (including quantitative limits) as if
the transaction constituted a direct investment in the asset
being replicated;(iii)
    
    as a result of giving effect to the replication transaction, the
aggregate statement value of all assets being replicated shall
be limited to 10% of total assets.
  SD-4