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                                                                   EXHIBIT 10.17


                               RESTATEMENT OF THE

                            AGGREGATE EXCESS OF LOSS

                              REINSURANCE AGREEMENT
                  (hereinafter referred to as the "Agreement")

                                     between

                       METROPOLITAN LIFE INSURANCE COMPANY
                               One Madison Avenue
                            New York, New York 10010
                   (hereinafter referred to as the "Company")

                                       AND


            AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
                                 70 Pine Street
                            New York, New York 10270
                  (hereinafter referred to as the "Reinsurer")


TYPE:                   Aggregate Excess of Loss Reinsurance.

EFFECTIVE DATE:         The Effective Date of this Agreement shall be 12:01
                        a.m., New York City Time, December 31, 1998.

TERM:                   This Agreement shall remain in force and the Term of
                        this Agreement shall be from the Effective Date of this
                        Agreement until the earliest of (A) December 31, 2008;
                        (B) the exhaustion of the Overall Aggregate Limit; or
                        (C) the Effective Date of Commutation of this Agreement.

COVERAGE:               Part A Coverage:

                        The Reinsurer shall indemnify the Company for Part A
                        Covered Losses.

                        Part B Coverage:

                        The Reinsurer shall indemnify the Company for Part B
                        Covered Losses.

BUSINESS                Part A Business Covered:
COVERED:
                        Amounts paid or to be paid by the Company as life
                        insurance benefits, cash values or otherwise to its life
                        insurance policyholders and annuity contract holders, or
                        beneficiaries or proper assignees thereof, where such
                        amounts arise out of policies or contracts issued by the
                        Company but are in addition to the amounts anticipated
                        at the time the policies or contracts were issued; and,
                        where such amounts are payable pursuant to judgments in,
                        or settlements of, lawsuits or other proceedings
                        (including without limitation administrative
                        proceedings)
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                        alleging that the Company or its agents engaged in
                        improper sales practices.

                        Part B Business Covered:

                        Except as otherwise provided in this Article, Part B
                        Business Covered shall mean all death benefits for
                        policies listed in the Company's Notice Business Policy
                        Master File (NBPMF) that were issued and delivered in
                        the Part B Subject Territory prior to January 1, 1997,
                        and were in force as of the Effective Date with a policy
                        account code of: (1) premium paying (Policy Account Code
                        =1), (2) fully paid up (Policy Account Code =2), or (3)
                        single premium (Policy Account Code =9). Policies on (a)
                        the nonforfeiture reduced paid up option (Policy Account
                        Code =3) as of the Effective Date or on any other date
                        during the Term of this Agreement and (b) the
                        nonforfeiture extended term insurance option (Policy
                        Account Code =5) as of the Effective Date or on any
                        other date during the Term of this Agreement are
                        excluded from coverage under this Agreement. Policy
                        forms identified by the Company's plan code "Estate
                        Saver" are also excluded from coverage under this
                        Agreement. All other policy riders and benefits are
                        covered by this Agreement except for the Accidental
                        Death Benefit (ADB), Disability Waiver of Premium
                        Benefit (DW), Applicant's Waiver of Premium Benefit
                        (AWB), and Additional Insurance (AI).

SUBJECT
TERRITORY:              Part A Subject Territory:

                        The Reinsurer's liability shall be limited to policies
                        or contracts issued for delivery in the fifty (50)
                        States of the United States of America, the District of
                        Columbia, or Canada for losses occurring in the fifty
                        (50) States of the United States of America, the
                        District of Columbia, or Canada.

                        Part B Subject Territory:

                        The Reinsurer's liability shall be limited to policies
                        issued for delivery in the fifty (50) States of the
                        United States of America and the District of Columbia
                        for losses occurring in the fifty (50) States of the
                        United States of America and the District of Columbia.

SUBJECT LOSSES:         Part A Subject Losses:

                        Part A Subject Losses shall mean all Part A Ultimate Net
                        Loss with Claim Dates on or after the Effective Date of
                        this Agreement arising from claims made against the
                        Company on or prior to December 31, 1999 in respect of
                        the Part A Business Covered hereunder.
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                        Part B Subject Losses:

                        Part B Subject Losses shall mean all Part B Ultimate Net
                        Loss paid by the Company on or after the Effective Date
                        of this Agreement as a result of deaths occurring on or
                        after the Effective Date and on or prior to December 31,
                        1999 in respect of the Part B Business Covered
                        hereunder.

COVERED LOSSES:         Part A Covered Losses:

                        Subject to the Overall Aggregate Limit and the Part A
                        Aggregate Sublimit, Part A Covered Losses shall mean
                        Fifty Percent (50%) of Part A Subject Losses in excess
                        of the Part A Aggregate Retention.

                        Part B  Covered Losses:

                        Subject to the Overall Aggregate Limit and the Part B
                        Sublimit, Part B Covered Losses shall mean Fifty Percent
                        (50%) of Part B Subject Losses in excess of the Part B
                        Aggregate Retention.

RETENTIONS:             Part A Aggregate Retention:

                        Three Hundred Eighty Five Million Dollars
                        ($385,000,000) in the aggregate.

                        Part B Aggregate Retention:

                        Five Hundred Six Million Dollars ($506,000,000) plus the
                        Company's statutory policy reserves released upon death
                        of an insured or otherwise.

SUBLIMITS:              Part A Aggregate Sublimit:

                        The maximum amount of all Part A Covered Losses
                        indemnified under this Agreement shall be limited to Two
                        Hundred Seventy Five Million Dollars ($275,000,000).

                        This Part A Aggregate Sublimit is the maximum amount
                        payable by the Reinsurer for Part A Covered Losses under
                        this Agreement. Under no circumstances will the
                        Reinsurer be obligated to pay more than this amount in
                        respect of Part A Covered Losses.

                        Part B  Sublimit

                        The maximum amount of all Part B Covered Losses
                        indemnified under this Agreement shall be limited to Two
                        Million Five Hundred Thousand Dollars ($2,500,000) for
                        any individual insured.
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OVERALL AGGREGATE
LIMIT:                  The Overall Aggregate Limit for the sum of Part A
                        Covered Losses and Part B Covered Losses combined
                        under this Agreement shall equal Three Hundred Twenty
                        Five Million Dollars ($325,000,000).

                        This Overall Aggregate Limit is the maximum amount
                        payable by the Reinsurer under this Agreement, excluding
                        payments for commutation under this Agreement.

REINSURANCE
PREMIUM:                The Reinsurance Premium shall equal Two Hundred Sixty
                        Four  Million Five Hundred Thousand Dollars
                        ($264,500,000) and shall be payable in full and
                        without deduction by the Company on or before
                        December 31, 1998.  The date the Reinsurance Premium
                        is paid shall be referred to as the "Premium Payment
                        Date". The Reinsurance Premium shall be payable in
                        cash by federal wire transfer in immediately
                        available non-reversible United States Federal Funds
                        to an account specified by the Reinsurer.

                        The Reinsurance Premium shall be considered fully earned
                        when received in the account specified by the Reinsurer.

                        The Reinsurance Premium is a net amount and includes no
                        allowance for commissions, brokerage, taxes or any other
                        costs which may arise in connection with this Agreement
                        or the Business Covered hereunder. Any such amounts
                        shall remain the sole responsibility of the Company.

                        If the Company fails to pay the Reinsurance Premium in
                        full and in accordance with the terms of this
                        Reinsurance Premium Section, this Agreement shall not
                        come into effect and shall not in any way bind the
                        Reinsurer.

DEFFERED ACQUISITION
COST ("DAC") TAX
REIMBURSEMENT
AMOUNT:                 The initial DAC Tax Reimbursement Amount is Ten Million
                        Eight Hundred Forty Five Thousand Four Hundred Thirty
                        Three Dollars ($10,845,433) and all subsequent
                        settlements will be calculated on a similar basis to
                        that set forth hereafter.

                        For purposes of determining DAC Tax Reimbursement
                        Amounts, a Contract Payment shall be any payment (other
                        than a DAC Tax Reimbursement Amount) made under this
                        reinsurance agreement either by the Company to the
                        Reinsurer or by the Reinsurer to the Company in
                        accordance with the principles set forth in Treas. Reg.
                        Section 1.848 defining net consideration.
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SETTLEMENT
DATES:                  The first Settlement Date shall be the later of April
                        1, 2000, or if such day is not a Business Day, then
                        the first Business Day thereafter, or, the thirtieth
                        day after the Reinsurer's receipt of the Company's
                        Loss Report for the period from the Effective Date to
                        December 31, 1999 The Settlement Date for calendar
                        year after 2000 and each calendar year thereafter
                        shall be the later of April 1 of the following
                        calendar year or if such day is not a Business Day,
                        then the first Business Day thereafter, or, the
                        thirtieth day after the Reinsurer's receipt of the
                        Company's Loss Report for the prior calendar year, or
                        if such day is not Business Day, then the first
                        Business Day thereafter.

BUSINESS DAYS:          Business Day shall mean any day other than a Saturday, a
                        Sunday or a day on which banking institutions in New
                        York, New York, or the Islands of Bermuda are authorized
                        or obligated by law, regulation or executive order to be
                        closed.

EXPERIENCE
BALANCE:                The Reinsurer shall establish and maintain a notional
                        Experience Balance during the time that this Agreement
                        is in effect and whose balance shall be determined in
                        accordance with this Experience Balance section.

                        The Experience Balance at the Premium Payment Date shall
                        be equal to Two Hundred Sixty One Million Five Hundred
                        Thousand Dollars ($261,500,000).

                        The Experience Balance at the first Settlement Date
                        shall be equal to:

                              The Experience Balance at the Premium Payment Date
                              multiplied by (1.0 plus the annual compounded
                              yield on the one (1) year United States Treasury
                              Bill as of the close of business on the Premium
                              Payment Date) raised to the power of the actual
                              number of days from the Premium Payment Date to
                              and including the first Settlement Date divided by
                              the actual number of days in the current calendar
                              year, multiplied by (1.0 plus (the Federal Funds
                              rate divided by the actual number of days in the
                              current calendar year)) for each day between
                              April 1, 2000 and the first Settlement Date,

                              LESS

                              Covered Losses due from the Reinsurer from and
                              including the Premium Payment Date (through and
                              including the Settlement Date).
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                        The Experience Balance at each Settlement Date
                        thereafter shall be equal to:

                              The Experience Balance at the end of the prior
                              Settlement Date multiplied by (1.0 plus the annual
                              compounded yield on the one (1) year United States
                              Treasury Bill maturing closest to April 1 of the
                              current calendar year) raised to the power of the
                              actual number of days from the prior Settlement
                              Date to April 1 of the current calendar year
                              divided by the actual number of days in the
                              current calendar year, multiplied by (1.0 plus
                              (the Federal Funds rate divided by the actual
                              number of days in the current calendar year)) for
                              each day between April 1 of the current calendar
                              year to and including the Settlement Date divided
                              by the actual number of days in the current
                              calendar year,

                              LESS

                              Covered Losses due from the Reinsurer from but not
                              including the prior Settlement Date through and
                              including the current Settlement Date.

ULTIMATE NET LOSS:      (a)   Part A Ultimate Net Loss:

                              Part A Ultimate Net Loss as used herein shall mean
                              the actual sum of all Claim Amounts with Claim
                              Dates on or after the Effective Date in settlement
                              of all losses arising in respect of the Part A
                              Business Covered after making deductions for all
                              recoveries, all salvage, and all claims upon other
                              reinsurances, which inure to the benefit of the
                              Reinsurer under this Agreement, whether
                              collectable or not,. and shall include Allocated
                              Loss Adjustment Expenses paid by the Company.

                              Part B Ultimate Net Loss:

                              Part B Ultimate Net Loss as used herein shall mean
                              the actual sum paid by the Company on or after the
                              Effective Date in settlement of all death claims
                              arising in respect of the Part B Business Covered
                              after making deductions for all recoveries, all
                              salvage, and all claims upon other reinsurances,
                              which inure to the benefit of the Reinsurer under
                              this Agreement, whether collectable or not.

                        (b)   All salvages, recoveries, reinsurance or payments
                              recovered or received subsequent to a loss
                              settlement under this Agreement shall be applied
                              as if recovered or received prior to the aforesaid
                              settlement and all necessary adjustments shall be
                              made by the parties hereto.
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                        (c)   Nothing in this definition shall be construed to
                              mean that losses are not recoverable hereunder
                              until the Part A Ultimate Net Loss and Part B
                              Ultimate Net Loss of the Company has been
                              ascertained.

CLAIM AMOUNT:                 Claim Amount as used herein shall mean for each
                              claim, the sum of the amount paid by the
                              Company on the Claim Date plus the amount
                              reserved by the Company on the Claim Date on
                              the basis of New York State statutorily
                              prescribed mortality, morbidity or interest
                              rates, arising in respect of the Part A
                              Business Covered.

CLAIM DATE:                   Claim Date as used herein shall mean the date of
                              judgment in, or settlement of, a lawsuit or other
                              proceeding (including without limitation
                              administrative proceedings) arising in respect of
                              the Part A Business Covered.

CLAIMS HANDLING:        (a)   The Company shall have the sole and absolute
                              authority with respect to the administration,
                              defense, settlement and payment of Part A
                              Covered Losses, subject to the terms and
                              conditions of this Agreement.

                        (b)   The Company shall retain the sole and absolute
                              authority with respect to the administration,
                              defense, settlement and payment of Part B Covered
                              Losses.

                        (c)   In furtherance of the commonality of interest
                              evidenced by the execution of this Agreement, the
                              Company agrees that the Company or the Company's
                              designated counsel shall provide the Reinsurer
                              with updated information concerning the present
                              and future handling of the Part A Covered Losses
                              on a quarterly basis to allow the Reinsurer to
                              properly reserve and project payments under this
                              Agreement and as otherwise reasonably required by
                              the Reinsurer.

ALLOCATED
LOSS ADJUSTMENT
EXPENSES:                     Allocated Loss Adjustment Expenses as used
                              herein shall mean all allocated expenses
                              incurred by the Company on or after the
                              Effective Date in connection with the
                              investigation, settlement, defense or
                              mitigation of any claim or loss which is the
                              subject matter of the Part A Business Covered,
                              and shall exclude salaries and fees of
                              adjusters, attorneys or other persons who are
                              employees of the Company, or its designated
                              claims adjusters, attorneys on permanent
                              retainer, office expenses, overhead or other
                              unallocated expenses.

COMMUTATION:                  This Agreement may be irrevocably commuted by
                              the Company on (i) December 31, 2008 or, (ii)
                              in the event that after December 31, 1999 the
                              Experience Balance exceeds the
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                              remaining Part A Aggregate Sublimit during the
                              calendar year ("Effective Date of Commutation"),
                              subject to ninety (90) days prior written notice
                              to the Reinsurer. Within ninety (90) days of such
                              Effective Date of Commutation, upon receipt from
                              the Company of a full release in form and
                              substance reasonably satisfactory to the
                              Reinsurer, then the Reinsurer shall pay to the
                              Company a Commutation Settlement equal to Ninety
                              Nine Percent (99%) multiplied by the positive
                              Experience Balance, if any, at the Settlement Date
                              following Commutation, less all amounts due and
                              payable by the Company to the Reinsurer, under
                              this or any related agreement and the Reinsurer
                              and the Company shall be fully and finally
                              released from all liability and obligations under
                              or in connection with this Agreement.

REPORTS AND
REMITTANCES:                  Within sixty (60) days after the end of each
                              calendar quarter during the Term of this
                              Agreement, the Company shall provide the
                              Reinsurer with copies of all loss reports
                              received or prepared by the Company in
                              connection with the Business Covered during
                              that calendar quarter. In addition to the
                              above, within sixty (60) days after the end of
                              each calendar quarter, the Company shall
                              provide to the Reinsurer a written Loss Report,
                              providing, in a format acceptable to the
                              Reinsurer and the Company, the following
                              information in respect of the Business Covered
                              hereunder for Part A Business Covered:

                              (1)   The amount of Subject Losses paid by the
                                    Company during that calendar quarter.

                              (2)   The net amount of Subject Losses payable but
                                    unpaid by the Company as at the end of the
                                    calendar quarter (the "Net Subject Loss").

                              (3)   The Company's estimate of reserves for Net
                                    Subject Loss and Allocated Loss Adjustment
                                    Expenses, as at the end of that calendar
                                    quarter.

                              (4)   Such other information as to be agreed upon
                                    between the Company and the Reinsurer.


                        In addition to the above, within sixty (60) days after
                        the end of each calendar quarter, the Company shall
                        provide to the Reinsurer a written Loss Report,
                        providing, in a format acceptable to the Reinsurer, the
                        following information in respect of the Business Covered
                        hereunder for Part B Business Covered:

                        (1) The face amount of death claims paid during the
                        calendar quarter.
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                        (2) The face amount of death claims reported but not
                        paid as of the end of that calendar quarter.

                        (3) Statutory reserves released in the calendar quarter
                        on death claims paid.

                        (4) Statutory reserves released in the calendar quarter
                        on death claims reported but not paid.

                        (5) The face amount of death claims during the calendar
                        quarter ceded to other reinsurers.

                        (6) Statutory reserves released in the calendar quarter
                        on death claims ceded to other reinsurers.

                        (7) Policy level detail (as detailed in items (1)
                        through (6) above) for individual insureds with Subject
                        Losses in excess of Five Million Dollar ($5,000,000).

                        (8) The Company's estimate of IBNR losses as at the end
                        of that calendar quarter.

                        Each Loss Report shall provide both the cumulative
                        position from the Effective Date through the end of that
                        calendar quarter and the changes within the calendar
                        quarter. The first such quarterly Loss Report shall be
                        due by June 1, 1999 for the period from the Effective
                        Date through March 31, 1999.

                        Within sixty (60) days after the end of each calendar
                        year, the Company shall furnish the Reinsurer with a
                        written Annual Report, providing, in a format acceptable
                        to the Reinsurer, the Subject Losses paid by the Company
                        for that calendar year in respect of the Business
                        Covered hereunder separately for the Part A Business
                        Covered and Part B Business Covered.

                        Covered Losses from the Reinsurer shall be paid by the
                        Reinsurer to the Company on the Settlement Date for the
                        calendar year.

                        All remittances shall be made by federal wire transfer
                        in immediately available non-reversible United States
                        Federal Funds to an account specified by the receiving
                        party.

INSOLVENCY:             1. Reinsurer's Obligation:

                        In the event of the insolvency of the Company, the
                        reinsurance afforded by this Agreement shall be payable
                        by the Reinsurer on the basis of the liability of the
                        Company under the Business Covered, without diminution
                        because of such insolvency, directly to the Company or
                        its liquidator, receiver, conservator, or statutory
                        successor, except (a) where this Agreement specifically
                        provides
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                        another payee of such reinsurance in the event of the
                        insolvency of the Company and (b) where the Reinsurer,
                        with the consent of the direct insured or insureds, has
                        assumed such policy obligations of the Company as direct
                        obligations of the Reinsurer to the payees under such
                        policies and in substitution for the obligations of the
                        Company to such payees.

                        2. Reinsurer's Notice and Defense of Claims:

                        The Reinsurer shall be given written notice of the
                        pendency of each claim or loss which may involve the
                        reinsurance afforded by this Agreement within a
                        reasonable time after such claim or loss is filed in the
                        insolvency proceedings. The Reinsurer shall have the
                        right to investigate each such claim or loss and
                        interpose at its own expense, in the proceeding where
                        the claim or loss is to be adjudicated, any defense
                        which it may deem available to the Company or its
                        liquidator, receiver, conservator, or statutory
                        successor. If more than one Reinsurer is involved, they
                        may designate one Reinsurer to act for all.

                        3. Defense Expense:

                        The expense thus incurred by the Reinsurer shall be
                        chargeable, subject to court approval, against the
                        insolvent Company as part of the expense of liquidation
                        to the extent of a proportionate share of the benefit
                        which may accrue to the Company solely as a result of
                        the defense undertaken by the Reinsurer.

                        4. Offset:

                        Any debts or credits, liquidated or unliquidated, in
                        favor of or against either party under this Agreement on
                        the date of the receivership or liquidation order
                        (except where the obligation was purchased by or
                        transferred to be used as an offset) are deemed mutual
                        debts or credits and shall be set off with the balance
                        only to be allowed or paid. Although such claim on the
                        part of either party may be unliquidated or undetermined
                        in amount on the date of the entry of the receivership
                        or liquidation order, such claim will be regarded as
                        being in existence as of such date and any credits or
                        claims then in existence and held by the other party may
                        be offset against it.

                        5. Rights of Parties:

                        Nothing hereinabove set forth in this Insolvency Section
                        shall in any way change the relationship or status of
                        the parties hereto, nor enlarge the obligations of
                        either party to each other except as specifically
                        hereinabove provided, to wit, to pay the statutory
                        successor on the basis of the amount of liability
                        determined in the liquidation or receivership
                        proceeding, rather than on the basis of the actual
                        amount of loss (dividends) paid by the liquidator,
                        receiver, conservator, or statutory successor to allowed
                        claimants. Nor, except as hereinabove
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                        specifically provided, shall anything in this Insolvency
                        Section in any manner create any obligation or establish
                        any right against the Reinsurer in favor of any third
                        parties or any other persons not parties to this
                        Agreement.

ARBITRATION:            Except as otherwise agreed upon by the parties:

                        1.    Resolution of Disputes:  Any dispute between the
                              Company and the Reinsurer arising out of the
                              provisions of this Agreement, or concerning its
                              interpretation or validity, whether arising before
                              or after termination of this Agreement, shall be
                              submitted to arbitration in the manner set forth
                              in this Article. Either party may initiate
                              arbitration of any such dispute by giving written
                              notice to the other party, by registered or
                              certified mail, return receipt requested, of its
                              intention to arbitrate and of its appointment of
                              an arbitrator in accordance with subsection (3) of
                              this Article.

                        2.    Composition of Panel: Unless the parties agree
                              upon a single arbitrator within fifteen (15) days
                              after the receipt of a notice of intention to
                              arbitrate, all disputes shall be submitted to an
                              arbitration panel composed of two arbitrators and
                              an umpire, chosen in accordance with subsections
                              (3) and (4) of this Article.

                        3.    Appointment of Arbitrators: The members of the
                              arbitration panel shall be chosen from
                              disinterested persons having knowledge of the
                              insurance, reinsurance and financial issues
                              relevant to the matters in dispute.  The party
                              requesting arbitration (hereinafter referred to as
                              the "requesting party") shall appoint an
                              arbitrator and give written notice thereof, by
                              registered or certified mail, return receipt
                              requested, to the other party (hereinafter
                              referred to as the "respondent") together with its
                              notice of intention to arbitrate. Unless a single
                              arbitrator is agreed upon within fifteen (15) days
                              after the receipt of the notice of intention to
                              arbitrate, the respondent shall, within thirty
                              (30) days after receiving such notice, also
                              appoint an arbitrator and notify the requesting
                              party thereof in a like manner. Before instituting
                              a hearing, the two arbitrators so appointed shall
                              choose an umpire.  If, within twenty (20) days
                              after they are both appointed, the arbitrators
                              fail to agree upon the appointment of an umpire,
                              the umpire shall be appointed by the President of
                              the American Arbitration Association.

                        4.    Failure of Party to Appoint Arbitrator: If the
                              respondent fails to appoint an arbitrator within
                              thirty (30) days after receiving a notice of
                              intention to arbitrate, such arbitrator shall be
                              appointed by the President of the American
                              Arbitration Association, and shall then, together
                              with the arbitrator
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                              appointed by the requesting party, choose an
                              umpire as provided in subsection (3) of this
                              Article.

                        5.    Involvement of Other Reinsurers: (a) If more than
                              one Reinsurer of this Agreement is involved in the
                              same dispute, all such Reinsurers shall constitute
                              and act as one party for purposes of this Article
                              and communication shall be made by the Company to
                              each of the Reinsurers constituting the one party;
                              provided, however, nothing herein shall impair the
                              right of such Reinsurers to assert several, rather
                              than joint, defenses or claims, nor be construed
                              as changing the liability of the Reinsurers under
                              the terms of this Agreement from several to joint.

                              (b) If the Company is involved in a dispute under
                              the terms of this Agreement and in one or more
                              separate disputes with one or more other insurers
                              or reinsurers in which common questions of law or
                              fact are in issue, the Company or Reinsurer, at
                              their option, may join with such other insurers or
                              reinsurers in a common arbitration proceeding
                              under the terms of this Article. If the Company
                              and such other insurers or reinsurers have
                              commenced arbitration, the Reinsurers may at its
                              option join such proceeding for the determination
                              of the dispute between the Company and Reinsurer.

                        6.    Choice of Law and Forum: Any arbitration
                              instituted pursuant to this Article shall be held
                              in Wilmington, Delaware.  Any action to enforce
                              any arbitration award or to compel arbitration
                              shall be brought only in the state courts of the
                              State of Delaware situated in New Castle County,
                              to the exclusion of all other courts.  The
                              substantive laws  of the State of Delaware,
                              without regard to its conflict of laws rules,
                              shall govern any action or suit brought to compel
                              any such arbitration or to enforce any award
                              rendered pursuant to such arbitration.

                        7.    Submission of Dispute to Panel: Unless otherwise
                              extended by the arbitration panel, or agreed to by
                              the parties, each party shall submit its case to
                              the panel within thirty (30) days after the
                              selection of an umpire.

                        8.    Procedure Governing Arbitration: All proceedings
                              before the panel shall be informal and the panel
                              shall not be bound by the formal rules of
                              evidence.  The panel shall have the power to fix
                              all procedural rules relating to the arbitration
                              proceeding.  In reaching any decision, the panel
                              shall give due consideration to the customs and
                              usage of the insurance, reinsurance and finance
                              business.
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                        9.    Arbitration Award: The arbitration panel shall
                              render its decision within sixty (60) days after
                              termination of the proceeding, which decision
                              shall be in writing, stating the reasons therefor.
                              The decision of the majority of the panel shall be
                              final and binding on the parties to the proceeding
                              and their permitted successors and assigns.
                              Judgment on the award may be entered in any court
                              of competent jurisdiction and execution of any
                              monetary judgment may occur in any jurisdiction.

                        10.   Cost of Arbitration: Unless otherwise allocated by
                              the panel, each party shall bear the expense of
                              its own arbitrator and its own witnesses and shall
                              jointly and equally bear with the other parties
                              the expense of the umpire and the arbitration.

                        11.   Limit of Authority of Arbitration Panel:  The
                              arbitration panel does not have the power to award
                              punitive, multiplied, or exemplary damages, other
                              similar damages or any extra contractual damages
                              of any nature or description whatsoever except to
                              the extent claimed as Subject Loss under this
                              Agreement, and each of the Company and the
                              Reinsurer expressly waives all rights to punitive,
                              multiplied, or exemplary damages, other similar
                              damages or any extra contractual damages of any
                              nature or description whatsoever except to the
                              extent claimed as a Subject Loss under this
                              Agreement.

WAIVER OF PUNITIVE
 DAMAGES:                     The Company and the Reinsurer agree that in no
                              event shall either party be entitled to any
                              award against the other of punitive,
                              multiplied, or exemplary damages, other similar
                              damages or any extra contractual damages of any
                              nature or description whatsoever, and each of
                              the Company and the Reinsurer both expressly
                              waives all rights to punitive, multiplied, or
                              exemplary damages, other similar damages or any
                              extra contractual damages of any nature or
                              description whatsoever except to the extent
                              claimed as a Subject Loss under this Agreement.

EXCLUSIONS:

                        (A)   Ex Gratia Payments: Part B Covered Losses under
                              this Agreement shall exclude any Ex Gratia
                              Payments except to the extent consented to by the
                              Reinsurer. "Ex Gratia Payments" as used herein
                              means a claim payment not required by the terms of
                              the underlying insurance policies covered by this
                              Agreement.

                        (B)   Insolvency Funds:  The Reinsurer shall not be
                              obligated to pay to the Company any share of any
                              liability of the Company
<PAGE>   14
                                       14


                              arising, by contract, operation of law, or
                              otherwise, from participation or membership of the
                              Company or any of its affiliates, whether
                              voluntary or involuntary, in any insolvency fund
                              or from reimbursement of any person for any such
                              liability. "Insolvency Fund" includes any guaranty
                              or insolvency fund, plan, pool, association, or
                              other arrangement howsoever denominated,
                              established or governed, which provides for any
                              assessment of or payment or assumption by any
                              person of part or all of any claim, debt, charge,
                              fee, or other obligation of any insurer, or its
                              successors or assigns which has been declared to
                              be insolvent, or which is otherwise deemed unable
                              to meet any claim, debt, charge, fee or other
                              obligation in whole or in part.

                        (C)   Assessments: This Agreement does not cover
                              assessments of any nature whatsoever levied
                              against the Company.

                        (D)   Dividends: The Reinsurer shall not participate in
                              the determination of, nor reimburse the Company
                              for, any policyholder or other dividends paid by
                              the Company.

                        (E)   Assumed Reinsurance: This Agreement does not cover
                              reinsurance assumed by the Company.

AMENDMENTS:             This Agreement may be amended only by mutual consent of
                        the parties expressed in a written addendum executed by
                        the parties with the same formalities as this Agreement,
                        and such addendum shall be deemed to be an integral part
                        of this Agreement and binding on the parties hereto.

ACCESS TO RECORDS:      The Reinsurer shall have the right to examine, at any
                        reasonable time, all papers, books, accounts,
                        documents and other records of the Company or any
                        agent or employee of the Company including any claims
                        adjuster or any other person acting on behalf of the
                        Company relating to the business covered hereunder.
                        Upon the Reinsurer's request, the Company shall
                        supply the Reinsurer, at the Reinsurer's expense,
                        with copies of the whole or any part of such papers,
                        books, accounts, documents and other records relating
                        to the business covered hereunder. The Reinsurer's
                        right of inspection under this Access to Records
                        section shall continue to exist after termination of
                        this Agreement as long as one of the parties hereto
                        has a claim against any other arising from this
                        Agreement.

CAPTIONS AND
CATCHLINES:             Captions and catchlines used in this Agreement are
                        intended solely as aids to convenient reference. They
                        shall not be considered part of this Agreement nor limit
                        or otherwise affect its meaning, and no inference as to
                        the meaning or intent of any provision of this Agreement
                        may be drawn from them.
<PAGE>   15
                                       15


OTHER REINSURANCES:     The existence or collectibility of any other reinsurance
                        of the Company (past, present, or future) shall in no
                        way cause any liability of the Reinsurer hereunder to be
                        payable earlier or to be greater than would have been
                        the case in the absence of such reinsurance and the risk
                        of uncollectibility of reinsurance shall be with the
                        Company.

COUNTERPARTS:           This Agreement may be executed in two or more
                        counterparts, each of which shall be deemed an
                        original, but all of which together shall constitute
                        one and the same instrument.

DISCLOSURES
AND APPROVALS:          The Company represents and warrants with respect to
                        this Agreement and the transactions hereunder and
                        with respect to any insurance and reinsurance which
                        is covered by this Agreement and all transactions
                        thereunder, that all disclosures, approvals and
                        expiry of waiting periods which are necessary or
                        appropriate under any applicable law or regulation
                        have been made or obtained, or will be made or
                        obtained in a timely manner.

ERRORS AND
OMISSIONS:              Inadvertent errors and omissions of any nature made
                        by either party shall neither increase nor reduce the
                        liability of either party from what that liability
                        would have been had no such error or omission taken
                        place.  Upon discovery, the party committing an error
                        or omission shall correct such error or supply such
                        omission retroactively to the extent possible to the
                        time such error or omission occurred, and advise the
                        other party thereof as soon as possible.

NON TRANSFERABILITY:    This Agreement confers no rights, powers, or
                        obligations on any person or organization other than
                        the Reinsurer and the Company. Neither this Agreement
                        nor any of the rights, powers, or obligations of the
                        Reinsurer or the Company under this Agreement may be
                        in any way transferred or assigned to any other
                        person or organization without the express written
                        consent of the Reinsurer and the Company. The
                        granting of such consent shall be at the sole and
                        absolute discretion of each of the parties.



PARTIES TO THIS
AGREEMENT:              This is an Agreement for indemnity reinsurance solely
                        between the Company and the Reinsurer.  The acceptance
                        of reinsurance hereunder shall not create any right or
                        legal relationship whatsoever between the Reinsurer and
                        the policyholder, the insured or the beneficiary under
                        any policy reinsured hereunder.  The Company shall be
                        and remain solely liable to the policyholder, the
                        insured or the beneficiary under any policy reinsured
                        hereunder.

RIGHT OF OFFSET:        Both the Company and the Reinsurer shall have, and
                        may exercise, at any time the right to offset any
                        balance or balances due the other.
<PAGE>   16
                                       16


                        Such offset may only include balances due under this
                        Agreement and any other agreements heretofore or
                        hereafter entered into between the Company and the
                        Reinsurer, regardless of whether such balances are in
                        respect of premiums, or losses or otherwise, and
                        regardless of the capacity of any party, whether as
                        reinsurer or reinsured, under the various agreements
                        involved.

SALVAGE,
SUBROGATION,
AND OTHER
RECOVERIES:             In the event of the payment of any indemnity by the
                        Reinsurer under this Agreement, the Reinsurer shall
                        be subrogated, to the extent of such payment, to all
                        of the rights of the Company against any person or
                        entity legally responsible for damages for the losses
                        paid by the Company.  The Company agrees to enforce
                        such rights, but in case the Company refuses or
                        neglects to do so, the Reinsurer is hereby authorized
                        and empowered to bring any appropriate action in the
                        name of the Company or the Company's policyholders or
                        otherwise to enforce such rights.  In determining the
                        amount of salvage, subrogation and other recoveries,
                        there shall first be deducted from any amount
                        recovered the expenses incurred in effecting the
                        recovery. The whole of the balance shall then be
                        applied in reduction of the original losses paid by
                        the Company and the Covered Losses and the Experience
                        Balance shall be determined or redetermined
                        accordingly. Any overpayment made by the Reinsurer
                        because of the computation of loss before the
                        application of such a recovery shall be refunded
                        promptly by the Company but no later than three (3)
                        Business Days after receipt of notice of such
                        overpayment.

TAXES:                  The Company shall be liable for all taxes, except income
                        and profit taxes of the Reinsurer, on amounts paid to
                        the Reinsurer under the terms of this Agreement, and
                        shall indemnify and hold the Reinsurer harmless for any
                        taxes which the Reinsurer may become obligated to pay on
                        the Company's behalf.

DAC TAXES:              The Company and the Reinsurer agree to elect jointly
                        under Treas. Reg. Section 1.848-2(g)(8) that:

                         (a) The party with the net positive consideration under
                             this Agreement is required to capitalize specified
                             policy acquisition expenses without regard to the
                             general deductions limitation of Section 848(c)(1)
                             of the Internal Revenue Code of 1986, as amended.
                             The first year for which the joint election is
                             effective is 1998.

                         (b) This joint election shall be effective for all
                             taxable years under this Agreement.

                         The parties agree to exchange information pertaining to
                         the amount of net consideration as determined under
                         Treas. Reg. Sections 1.848-
<PAGE>   17
                                       17


                        2(f) or 1.848-2(g)(2) and 1.848-3, whichever is
                        applicable, under this Agreement to insure consistency
                        or as is otherwise required by the Internal Revenue
                        Service.

                        The parties agree to take all items of net consideration
                        into account for the same taxable year as required under
                        Treas. Reg. Section 1.848-2(f)(4). The parties also
                        agree to exchange such information as may be necessary
                        to implement this requirement.

                        The parties represent and warrant that they are subject
                        to U.S. taxation under subchapter L of chapter 1 of the
                        Internal Revenue Code.

DAC TAX
REIMBURSEMENT
AMOUNT:                 In addition to and simultaneously with any Contract
                        Payment under this Agreement, the party making the
                        payment agrees to pay the party receiving the payment
                        an amount to compensate the party receiving the
                        payment on an after-tax basis for any DAC tax
                        incurred.  Under the current tax law, the amount
                        shall be X divided by Y where

                        X = The product of the Contract Payment multiplied by
                        7.7% multiplied by 95% multiplied by 35%, and

                        Y = 65% minus the product of 7.7% multiplied by 95%
                        multiplied by 35%.

                        The initial DAC Tax Reimbursement Amount corresponding
                        to the Contract Payment consisting solely of the
                        Reinsurance Premium is $10,845,433. If the Internal
                        Revenue Code is amended to change the DAC tax, the
                        formula for determining DAC Tax Reimbursement shall be
                        appropriately adjusted.

                        Commencing one year after the payment of any DAC Tax
                        Reimbursement Amount generated by a Contract Payment as
                        described above, the party that received such payment
                        shall pay the other party an amount so that on an
                        after-tax basis the other party is compensated for the
                        tax cost of the DAC amortization. Under current law a
                        party that made payment of a DAC Tax Reimbursement
                        Amount generated by a Contract Payment will be entitled
                        to receive payments of DAC Tax Reimbursement Amounts
                        equal to the product of the original DAC Tax
                        Reimbursement Amount multiplied bv 10% divided by 95% in
                        each of the nine years following the Contract Payment
                        and by 5% divided by 95% in the tenth year following
                        Contract Payment.

FEDERAL EXCISE
TAX:                    In the event that any Federal Excise Tax is due with
                        respect to any amounts due under this Agreement, the
                        Company agrees to pay such
<PAGE>   18
                                       18


                        tax in addition to any amounts due under this Agreement
                        and agrees to remit such tax to the United States
                        Internal Revenue Service and shall indemnify and hold
                        the Reinsurer harmless for any such taxes which the
                        Reinsurer may become obligated to pay.

NO WAIVER:              No consent or waiver, express or implied, by any
                        other party to or of any breach or default by any
                        other party in the performance of its obligations
                        hereunder shall be construed to be a consent or
                        waiver to or of any other breach or default in the
                        performance of obligations by such other party
                        hereunder.  Failure on the part of any party to
                        complain of any act or failure to act of any other
                        party or to declare any other party in default,
                        irrespective of how long such failure continues,
                        shall not constitute a waiver by such first party of
                        its rights hereunder.

GOVERNING LAW:          It is agreed that, subject to the express provisions of
                        this Agreement to the contrary, this Agreement shall be
                        governed by the substantive laws of the State of
                        Delaware, without regard to its principles of conflict
                        of laws.

REPRESENTATIONS:        The Company acknowledges that, at the Reinsurer's
                        request, it has provided the Reinsurer with the Company
                        Data described in Schedule 1 prior to the execution of
                        this Agreement by the Reinsurer.  The Company represents
                        that all factual information contained in the Company
                        Data is substantially complete and accurate as of the
                        date the document containing the information was
                        prepared.  The Company further represents that any
                        assumptions made in preparing the Company Data were
                        based upon informed judgment and are consistent with
                        sound actuarial principles.  The Company further
                        represents that it is not aware of any omissions,
                        errors, changes or discrepancies which would materially
                        affect the Company Data.  The Reinsurer has relied on
                        such data and the foregoing representations in entering
                        into this Agreement.

WARRANTIES:             The Company warrants that the Business Covered and
                        all agreements relating thereto shall not be amended
                        in any manner whatsoever without the prior and
                        express written consent of the Reinsurer.

CURRENCY:               All payments hereunder shall be made in United States
                        Dollars.  All monetary amounts herein are in United
                        States Dollars.  All reports and accounts hereunder
                        shall be rendered in United States Dollars.  For the
                        purpose of this Agreement, where the Company pays
                        amounts in currencies other than United States
                        Dollars, such amounts shall be converted into United
                        States Dollars at the actual rate of exchange at
                        which such amounts are entered in the Company's books.

DATES AND TIMES:        All dates and times contained in this Agreement, unless
                        otherwise specified, are New York, New York time.
<PAGE>   19
                                       19


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives, effective as of the 31st day of
December, 1998.




                                    METROPOLITAN LIFE INSURANCE COMPANY


                                    BY:
                                          ------------------------------------

                                    Name:
                                          ------------------------------------

                                    Title:


                     AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK


                                    BY:
                                          ------------------------------------

                                    Name:
                                          ------------------------------------

                                    Title:

<PAGE>   20
                                                                       EXHIBIT A




                                   SCHEDULE 1

The Company Data includes the following information:

(A) The following e-mails and attachments thereto:

      December 14, 1998 e-mail from Joseph Dunn to Mary Rohe, "Re: Revised
      Traditional Ordinary Calendar Year Exposure and Paid Death Claims"

      December 15, 1998 e-mail from Ronald Rubnich to Mary Rohe, "Trad Ord
      Exposure"

      December 22, 1998 e-mail from Richard Daillak to Mary Rohe, "Net amount at
      risk basis data"

      December 23, 1998 e-mail from Richard Daillak to Mary Rohe, "MetLife
      Business Definition"

      December 23, 1998 e-mail from Richard Daillak to Mary Rohe, "Re:
      MetLife Business Definition"

      December 23, 1998 e-mail from Richard Daillak to Mary Rohe, "9 mos of
      1998, exposure by attained age and sex"

      December 28, 1998 e-mail from Richard Daillak to Mary Rohe, "Metromatic &
      COLI"

      December 28, 1998 e-mail from Richard Daillak to Mary Rohe, "9 mos 1998
      exposure and death experience"


(B) The following facsimile transmission:

      December 14, 1998 facsimile from Paul Schmieder to Mary Rohe, "Re
      Information on Traditional Ordinary Large-sized Policies