Exhibit 10.1
 EXECUTION COPY
 AMENDED AND RESTATED
GROUP LIFE AND HEALTH
INDEMNITY REINSURANCE AGREEMENT
 Agreement CAC VFL Insurers Insurer Reinsurer
  Original
Reinsurance Agreement
 Original Administrative Services Agreement
 CCC CNA Purchaser Stock Purchase
Agreement
 Exhibit A Commutation Agreement




---



##### 



Amended and Restated
Administrative Services Agreement
   ARTICLE I
 BUSINESS REINSURED
 Revised Effective Time
 Policy Policies
 Certificateholder
 Third Party Reinsurance Agreement
 Unnovated Third Party Reinsurance Agreement
 Retained Policy Liabilities
 2




---



##### 



Schedule A
 Subject Business Schedule B
 Policy Liabilities
 (a)
    
    withdrawals, surrenders, Policy loans, returns of premium and other deposits
and any other disbursement, Policyholder interest, dividends, dividend accumulations,
benefits, claims, losses and benefit and claim expenses (but excluding any amounts
claimed or allegedly payable due to the accelerating or discounting of contingent or
future benefits, claims or losses following the insolvency of an Insurer) in respect
of the Policies;(b)
    
    Extra Contractual Obligations (as defined below), but only to the extent such
Extra Contractual Obligations are based on acts, errors or omissions on or after the
Revised Effective Time by the Reinsurer or any of its respective officers, employees,
agents, subcontractors or representatives, and any attorneys fees incurred by an
Insurer and the Reinsurer related to such liabilities;(c)
    
    guaranty association assessments in connection with participation by an
Insurer 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 after January 1, 2001 in respect of the Policies;(d)
    
    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 payments after January 1, 2001;(e)
    
    returns or refunds of premiums (irrespective of when due) and any other
benefits or dividends under the Policies paid or payable after January 1, 2001;(f)
    
    premium taxes and municipal taxes paid or payable by an Insurer or the
Reinsurer in respect of the Policies after January 1, 2001;(g)
    
    commissions or other compensation due insurance brokers, agents and producers
and reinsurance intermediaries in connection with the Policies;
 3




---



##### 



(h)
    
    amounts payable under assumed reinsurance arrangements, and obligations to
return premiums or portions thereof;(i)
    
    premiums or portions thereof payable under Third Party Reinsurance Agreements
with respect to the Policies other than the Unnovated Third Party Reinsurance
Agreements; and(j)
    
    accrued interest on all unpaid Policy Liabilities.
 Excluded Liabilities
 Extra Contractual Obligations
  4




---



##### 



Novation Option
 ARTICLE II
 PAYMENT AND ACCOUNTING FOR CERTAIN ASSUMED POLICY LIABILITIES
 Tax/Assessment
Liabilities
 5




---



##### 



ARTICLE III
 TERRITORY
  ARTICLE IV
 POLICY ADMINISTRATION
  ARTICLE V
 PREMIUMS; RECOVERIES
 Premium Tax
Credits
   6




---



##### 



7




---



##### 



ARTICLE VI
 REINSURANCE CREDIT
 Licensed or Accredited Status
 Reinsurance Credit
 (a)
    
    Provide such Insurer with a letter of credit that complies with the terms of
New York Insurance Regulation 133, in the amount specified in the statement submitted
so that full credit as admitted reinsurance shall be given for the Obligations of the
Reinsurer under this Agreement; or(b)
    
    Establish a trust account for the benefit of such Insurer in compliance with
the terms of New York Insurance Regulation 114, at least in the amount specified in
the statement submitted so that full credit as admitted reinsurance shall be given for
the Obligations of the Reinsurer under this Agreement. The assets in the trust
account shall be pledged to the Insurer in accordance with a securities pledge
agreement in form and substance reasonably satisfactory to the Insurer in order to
perfect a security interest in favor of the Insurer in the trust account under Article
9 of the Uniform Commercial Code.
 8




---



##### 



Definition Obligations
 Security Trust Agreement Exhibit B Security Trust Agreement
 ARTICLE VII
 NET LIABILITIES, TRANSFER OF ASSETS AND CEDING COMMISSION
 Net GAAP Liabilities Calculation Historical GAAP
 9




---



##### 



Transfer of Assets Original Effective Time
 Interim Period Adjustment Stub Period Stub Amount
 Initial Ceding Commission
 Additional Ceding Commission Schedule C
 Commutation
 10




---



##### 



Monthly Reconciliation
 ARTICLE VIII
 INSOLVENCY
 Payments
 Direction of Payments
 Notice of Claims
 11




---



##### 



Apportionment
 Set-Off
 ARTICLE IX
 NO THIRD PARTY BENEFICIARY RIGHTS
  ARTICLE X
 DIVIDENDS; NON-GUARANTEED ELEMENTS
  12




---



##### 



ARTICLE XI
 ERRORS AND OMISSIONS
  ARTICLE XII
 COOPERATION
  ARTICLE XIII
 ARBITRATION
 Arbitration Board
 Notice of Arbitration
 13




---



##### 



Arbitration Panel
 Submission of Briefs
 Arbitration Boards Decision
 14




---



##### 



Jurisdiction
 Expenses
 Production of Documents and Witnesses
 Relief Available
 Consolidation
 15




---



##### 



ARTICLE XIV
 DURATION
   ARTICLE XV
 GENERAL PROVISIONS
 Notices
 If to the Reinsurer:
    
    CNA Group Life Assurance Company
2 North LaSalle Street
Suite 2500
Chicago, IL 60602-3702
Attention: Steven A. Sack
Tel: (312) 384-7715
Fax: (312) 384-7825With a copy to:
    
    James R. Dwyer
Lord, Bissell & Brook LLP
115 South LaSalle Street
Chicago, Illinois 60603
Telephone No.: (312) 443-0632
Fax Number: (312) 443-0336
 16




---



##### 



If to the Company:
    
    Continental Assurance Company
Valley Forge Life Insurance Company
CNA Plaza
Chicago, Illinois 60685-0001
Attention: Secretary
Tel: (312) 822-1384
Fax: (312) 822-1297With a copy to:
    
    Dewey Ballantine LLP
1301 Avenue of the Americas
New York, NY 10011
Attention: James A. FitzPatrick, Jr.
                 Jeff S. Liebmann
Tel: (212) 259-8000
Fax: (212) 259-6333
  Tax Election Code Exhibit C
 Confidentiality Representative
 17




---



##### 



Indemnification
 (a)
    
    Each Insurer shall indemnify and hold Reinsurer and its
directors, officers, stockholders, employees, representatives, Affiliates (as
defined in the Stock Purchase Agreement), successors and assigns harmless from
and against any Loss (as defined in the Stock Purchase Agreement) relating to
or arising or resulting from: (i) any breach or nonfulfillment of any covenant
or agreement made by the Insurers under this Agreement; (ii) any Retained
Policy Liabilities; and (iii) any Excluded Liabilities. Notwithstanding the
foregoing, the obligations of each Insurer under this Section 4 of Article XV
shall be only for Losses relating to such Insurers breaches or liabilities,
and neither Insurer shall be liable for any Losses resulting from breaches or
liabilities of the other Insurer or the enforcement of this indemnity against
the other Insurer.(b)
    
    The Reinsurer shall indemnify and hold the Insurers and their
respective directors, officers, stockholders, employees, representatives,
Affiliates (as defined in the Stock Purchase Agreement), successors and
assigns harmless from and against any Loss (as defined in the Stock Purchase
Agreement) relating to or arising or resulting from: (i) any breach or
nonfulfillment of any covenant or agreement made by the Reinsurer under this
Agreement; and (ii) any Policy Liabilities.(c)
    
    In the event the Insurers or the Company shall have a claim
for indemnity against the other party under the terms of this Agreement, the
parties shall follow the procedures set forth in Section 10.3 of the Stock
Purchase Agreement.
 Equitable Relief
 Set-Off
 18




---



##### 



Entire Agreement; Amendments
 Invalidity
 Counterparts
 Exclusivity
 Binding Effect
 Governing Law
 Successors and Assignment
 19




---



##### 



CONTINENTAL ASSURANCE COMPANYBy:
    /s/ Lawrence J. BoysenName:
    Lawrence J. BoysenTitle:
    Senior Vice President & Corporate ControllerVALLEY FORGE LIFE INSURANCE COMPANYBy:
    /s/ Lawrence J. BoysenName:
    Lawrence J. BoysenTitle:
    Senior Vice President & Corporate ControllerCNA GROUP LIFE ASSURANCE COMPANYBy:
    /s/ Lawrence J. BoysenName:
    Lawrence J. BoysenTitle:
    Senior Vice President & Corporate Controller 20




---



##### 



SCHEDULE A
RETAINED POLICY LIABILITIES
 None.




---



##### 



Schedule B  CAC and VFL Business
 Employer Life Insurance
 Form No.
    
    
    Description
    
    
    CompanyR-LP
    
    
    Master Policy
    
    
    CACR-LC
    
    
    Certificate
    
    
    CACZ3-66577-SF
    
    
    Master Application
    
    
    CACMMD-GTLP (1)
    
    
    Master Policy (Voluntary)
    
    
    CACMMD-GTLC (1)
    
    
    Certificate
    
    
    CACTLMA1AA (1)
    
    
    Master Application
    
    
    CACSBGTL-P (2)
    
    
    Master Policy
    
    
    CACSBGTL-C (2)
    
    
    Certificate
    
    
    CACZ3-131856-A (2)
    
    
    Master Application
    
    
    CAC
 Affinity Life Insurance
 Form No.
    
    
    Description
    
    
    CompanyMMD-GTLP (1)
    
    
    Master Policy
    
    
    CACMMD-GTLC (1)
    
    
    Certificate
    
    
    CACTLMA1AA (1)
    
    
    Master Application
    
    
    CACP3-99944-C
    
    
    Master Policy
    
    
    CACQ3-99945-B
    
    
    Certificate
    
    
    CACZ3-99946-B
    
    
    Master Application
    
    
    CACP3-99483-A
    
    
    Franchise Policy
    
    
    CACPO-94398-A Rev. 1
    
    
    Individual Term Life Policy
    
    
    VFLZO-43361-A
    
    
    Individual Term Life Application
    
    
    VFLP0-116605-A
    
    
    Master Policy
    
    
    VFLQ0-116607-A
    
    
    Certificate
    
    
    VFLZ0-116606-A
    
    
    Master Application
    
    
    VFLSBGTL-P (2)
    
    
    Master Policy
    
    
    CACSBGTL-C (2)
    
    
    Certificate
    
    
    CACZ3-131856-A (2)
    
    
    Master Application
    
    
    CAC
 Stedman Trust Employer Life Insurance
 Form No.
    
    
    Description
    
    
    CompanyGPIT-P
    
    
    Master Policy
    
    
    CACGPIT-C
    
    
    Certificate
    
    
    CAC




---



##### 



Z3-138310-A
    
    
    Master Application
    
    
    CAC
 Portable Life Insurance
 Form No.
    
    
    Description
    
    
    CompanyP3-128912-A
    
    
    Master Policy (3-Year)
    
    
    CACQ3-128913-A
    
    
    Certificate
    
    
    CACZ3-128914-A
    
    
    Master Application
    
    
    CACP3-138368-A12
    
    
    Master Policy (Pathway)
    
    
    CACQ3-138369-A12
    
    
    Certificate
    
    
    CACZ3-138370-A12
    
    
    Master Application
    
    
    CAC
 Universal Life Insurance
 Form No.
    
    
    Description
    
    
    CompanyP3-114021-A(BX)
    
    
    Master Policy
    
    
    CACQ3-114022-A(BX)
    
    
    Certificate
    
    
    CACZ3-114024-A(BX)
    
    
    Master Application
    
    
    CAC
 Employer AD&D Insurance
 Form No.
    
    
    Description
    
    
    CompanySBGADD-P
    
    
    Master policy (New VAD/CO)
    
    
    CACSBGADD-C
    
    
    Certificate (New VAD/CO)
    
    
    CACZ3-140196-A
    
    
    Application (New VAD/CO)
    
    
    CACZ3-140198-A
    
    
    Application (New VAD/CO)
    
    
    CAC
 Employer Disability Insurance
 Form No.
    
    
    Description
    
    
    CompanySBDI-P (3)
    
    
    Policy
    
    
    CACSBDI-C (3)
    
    
    Certificate
    
    
    CACSBDI-Z (3)
    
    
    Master Application
    
    
    CAC
 Legacy Life Insurance  Selman
 Form No.
    
    
    Description
    
    
    CompanyNot available
    
    
    Guaranteed Insurability Option
    
    
    VFLRO-10409-C
    
    
    Monthly Disability Income Benefit Rider
    
    
    VFLP.E. P. 100
    
    
    Special Participating Whole Life
    
    
    VFLIC-110A
    
    
    Special Participating 20 Pay Life
    
    
    VFL3-N7-45-UW
    
    
    Whole Life
    
    
    VFLNN1YN
    
    
    Preferred Whole Life
    
    
    VFL




---



##### 



6401-L100
    
    
    Whole Life
    
    
    VFLPO-94817-A
    
    
    Whole Life Independent Plan Male/Fem.
    
    
    VFLIC 75
    
    
    Juvenile Life PD up @ 65
    
    
    VFL
 Legacy Life Insurance  Selman (Continued)
 Form No.
    
    
    Description
    
    
    CompanyPO-77766-A
    
    
    Golden Life 65
    
    
    VFL3-N7-52-UW
    
    
    Select Life 15
    
    
    VFL6401
    
    
    Life Paid up @ 85
    
    
    VFLPO-10454-A
    
    
    ILP and ILP2 Whole Life Insurance
    
    
    VFLIC-11-A
    
    
    20 Pay Life
    
    
    VFLPO-10144-A12
    
    
    22 Pay Life
    
    
    VFLPO-10212-A98
    
    
    30 Pay Life Policy
    
    
    VFLPO-10024-B
    
    
    Guardsman Life
    
    
    VFL3-N7-45-UW
    
    
    Life paid up at 65
    
    
    VFL3-N7-54-UW
    
    
    Juvenile Estate Builder
    
    
    VFL3-N7-12-IR
    
    
    Juvenile Special
    
    
    VFLV-103-013
    
    
    Life paid up at age 96
    
    
    VFLI78-H10-I56
    
    
    Life insurance paid up at age 97
    
    
    VFLPO-10229-A
    
    
    Xtra Life or life paid up @ 99
    
    
    VFLPO-10574-A
    
    
    Life paid up at 98
    
    
    VFL106
    
    
    Endowment at age 90
    
    
    VFLNN-1-U)-(3-57)
    
    
    Endowment at age 85
    
    
    VFL3-N7-47-UW
    
    
    Endowment at age 65
    
    
    VFL3-N7-47-UW
    
    
    20 Year Endowment
    
    
    VFLNN-2-UO-(3-57)
    
    
    20 Pay Endowment at age 85
    
    
    VFL3-N7-47-UW
    
    
    Juvenile 20 Endowment 65
    
    
    VFL3-N7-2267-DP
    
    
    Student Graduate Life
    
    
    VFLV-103-012
    
    
    2500 Retirement Income 65
    
    
    VFL3-N7-2170-UW
    
    
    Family Insurance Benefit
    
    
    VFLRO-75006-A
    
    
    Family Insurance Benefit  Lifeguard
    
    
    VFLNot Available
    
    
    Family Plan Rider
    
    
    VFL3-N7-2171 UW
    
    
    Childrens Insurance Benefit
    
    
    VFLNot Available
    
    
    Childrens Term Life Rider (Lifeguard)
    
    
    VFLNot Available
    
    
    Family Policy
    
    
    VFL3-N7-59-HW
    
    
    Valley Forge 76 Family Policy
    
    
    VFL




---



##### 



305
    
    
    Jefferson LP99
    
    
    VFLV103-011
    
    
    10 Year Deposit Term
    
    
    VFLPO-10405-A
    
    
    Level Term to age 65
    
    
    VFL3-N7-2166-UW
    
    
    Family Income Benefit
    
    
    VFL
 Legacy Life Insurance  Selman (Continued)
 Form No.
    
    
    Description
    
    
    Company3-N7-58-UW
    
    
    Mortgage Protection
    
    
    VFLNot Available
    
    
    Supplemental Term Benefit
    
    
    VFLNot Available
    
    
    Reducing Term Rider
    
    
    VFLPO-10404-A
    
    
    Executive Decreasing Term to age 65
    
    
    VFLPO-10029-A
    
    
    Level Lifeguard
    
    
    VFLPO-10029-A
    
    
    Decreasing Lifeguard
    
    
    VFLPO-10351-A
    
    
    Decreasing Term Insurance to age 100
    
    
    VFL3-N7-35-BV
    
    
    Mortgage Security Policy
    
    
    VFLPO-94531-A
    
    
    5 Year Renewable & Convertible Term
    
    
    VFLRO-95543-A
    
    
    Family Rider Independent Plan +AD
    
    
    VFLRO-95542-A
    
    
    Childrens Insurance Benefit
    
    
    VFL
 Legacy Association Group  Selman
 Form No.
    
    
    Description
    
    
    CompanyP3-91726-B42
    
    
    Level Premium Whole Life Individual Policy
    
    
    CACP3-93409-B37
    
    
    Whole Life Paid Up @ 65 Individual Policy
    
    
    CACQ3-91632-A24
    
    
    Group Endowment @ 65 Certificate
    
    
    CACQ3-91713-A
    
    
    Group Life 50% Paid Up @ 65 Certificate
    
    
    CACQ3-92204-A
    
    
    Group Endowment @ 65 Certificate
    
    
    CACQ3-96835-B
    
    
    Group Whole Life Certificate
    
    
    CACQ0-90308-A
    
    
    Whole Life Insurance Certificate  VFW
    
    
    VFL
 Legacy Association Group  JP Pearl
 Form No.
    
    
    Description
    
    
    Company966
    
    
    ALA Group Plans
    
    
    CAC57096
    
    
    United Synagogue of America
    
    
    CAC43219
    
    
    United Synagogue of America
    
    
    CAC43219
    
    
    United Synagogue of America
    
    
    CAC77290
    
    
    Knights of Pythias
    
    
    VFL57096
    
    
    Chicago Motor Club
    
    
    CAC57096
    
    
    Chicago Motor Club
    
    
    CAC




---



##### 



99950
    
    
    Transportation ACC Ins
    
    
    CAC57096
    
    
    Illinois Retired Teachers Assoc
    
    
    CAC43219
    
    
    Illinois Retired Teachers Assoc
    
    
    CAC43219
    
    
    Illinois Retired Teachers Assoc
    
    
    CAC43219
    
    
    Illinois Retired Teachers Assoc
    
    
    CAC
 Legacy Association Group  JP Pearl (Continued)
 Form No.
    
    
    Description
    
    
    Company57096
    
    
    Pact Trust Direct Bill
    
    
    CAC57096
    
    
    Gov Employees Benefit Assoc
    
    
    CAC57096
    
    
    The Automobile Club of MD
    
    
    CAC43219
    
    
    Amvets
    
    
    CAC43219
    
    
    Amvets
    
    
    CAC43219
    
    
    Amvets
    
    
    CAC43219
    
    
    Winnebago Itasca Travelers Club
    
    
    CAC43219
    
    
    Winnebago Itasca Travelers Club
    
    
    CAC43219
    
    
    Illinois Education Association
    
    
    CAC00703
    
    
    National Insurance Trust
    
    
    CAC00000
    
    
    Professionals
    
    
    CAC43538
    
    
    American Legion of Iowa
    
    
    CAC57096
    
    
    Beta Sigma Phi
    
    
    CAC77290
    
    
    ALA Group
    
    
    VFL77290
    
    
    Jewish War Vets
    
    
    VFL
 Progeny
 Form No.
    
    
    Description
    
    
    CompanyP3-69668-A41
    
    
    Policy
    
    
    CACQ3-69669-A41
    
    
    Certificate
    
    
    CACZ3-69667-A
    
    
    Master Application
    
    
    CACP3-99472-A
    
    
    Policy
    
    
    CACQ3-99473-A41
    
    
    Certificate
    
    
    CACZ3-99300-A
    
    
    Master Application
    
    
    CACP3-67422-A
    
    
    Policy
    
    
    CACQ3-67448-A
    
    
    Certificate
    
    
    CACZ3-67425-A
    
    
    Master Application
    
    
    CACMMD-GTLP
    
    
    Policy
    
    
    CACMMD-GTLC
    
    
    Certificate
    
    
    CAC




---



##### 



TLAR1
    
    
    Master Application
    
    
    CACMMD-IGTLP
    
    
    Policy
    
    
    CACTLMA1AA
    
    
    Application
    
    
    CACZ3-103681-B/Z3-131823-A
    
    
    Individual Application
    
    
    CACMMCC-P
    
    
    Policy
    
    
    CACMMCC-Q
    
    
    Certificate
    
    
    CACZ3-113120-A
    
    
    Master Application
    
    
    CAC
 (1)  (2)  (3)




---



##### 



SCHEDULE C
ADDITIONAL CEDING COMMISSION




---



##### 



EXHIBIT A
COMMUTATION AGREEMENT
 [See Item 98]




---



##### 



EXHIBIT B
SECURITY TRUST AGREEMENT
 [See Item 123]




---



##### 



EXHIBIT C
TAX ELECTION
 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 on the Original 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 Insurers not later than May 1 for each and every tax
year for which this Agreement is in effect;(3)
    
    the Insurers 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.
    
    Each Insurer and the Reinsurer represent and warrant that they are subject to U.S. taxation
under Subchapter L of Chapter 1 of the Code.




---



##### 



CONTINENTAL ASSURANCE COMPANYBy:
    /s/ Lawrence J. BoysenName:
    Lawrence J. BoysenTitle:
    Senior Vice President & Corporate ControllerVALLEY FORGE LIFE INSURANCE COMPANYBy:
    /s/ Lawrence J. BoysenName:
    Lawrence J. BoysenTitle:
    Senior Vice President & Corporate ControllerCNA GROUP LIFE ASSURANCE COMPANYBy:
    /s/ Lawrence J. BoysenName:
    Lawrence J. BoysenTitle:
    Senior Vice President & Corporate Controller