<PAGE>   1
                                                                   Exhibit 10.15

                               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

                       STOCKWOOD REINSURANCE COMPANY LTD.
                           Carleton Court, High Street
                              Bridgetown, Barbados
                  (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.
<PAGE>   2
BUSINESS
COVERED:            Part A Business 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) alleging that the Company or its
                    agents engaged in improper sales practices.

                    Part B Business Covered:

                    Except as otherwise provided in this section, 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 policies on (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


                                       -2-
<PAGE>   3
                    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.

                    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.


                                       -3-
<PAGE>   4
                    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 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 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.

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.


                                       -4-
<PAGE>   5
                    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.

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 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 a 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
                    United States 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


                                       -5-
<PAGE>   6
                              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).

                    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


                                       -6-
<PAGE>   7
                              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.

                    (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.



                                       -7-
<PAGE>   8
                    (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 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


                                       -8-
<PAGE>   9
                              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)       And such other information as may be
                                        agreed to by 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.

                              (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.



                                       -9-
<PAGE>   10
                              (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 Dollars
                                        ($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 due 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.

SECURITY:           1. Security:

                    Upon the Company's written request and expense, the
                    Reinsurer shall provide security to the Company adjusted at
                    each Settlement Date in an amount equal to the Experience
                    Balance as of such Settlement Date, if any, by providing
                    access to funds held in Trust or Letters of Credit or any
                    combination thereof, for the benefit of the Company, in
                    accordance with the provisions set forth in this SECURITY
                    Article.



                                      -10-
<PAGE>   11
                    2. Letter of Credit:

                    (A)       Upon the written request of the Company, the
                              Reinsurer agrees that it will be the applicant for
                              and provide the Company with a Letter or Letters
                              of Credit, adjusted at each Settlement Date, in an
                              amount no less than the Experience Balance, as of
                              such Settlement Date if any. The cost of such
                              Letter(s) of Credit, if any, shall be borne by the
                              Company.

                    (B)       The Reinsurer and the Company agree that the
                              Letter(s) of Credit provided by the Reinsurer
                              pursuant to the provisions of this Agreement may
                              be drawn upon at any time, notwithstanding any
                              other provisions in this Agreement, and shall be
                              utilized by the Company or any successor by
                              operation of law of the Company including, without
                              limitation, any liquidator, rehabilitator,
                              receiver, or conservator of the Company only for
                              one or more of the following purposes:

                              (i)       to reimburse the Company for the
                                        Reinsurer's share of premiums returned
                                        to the owners of policies reinsured
                                        under this Agreement, on account of
                                        cancellations of such policies;

                              (ii)      to reimburse the Company for the
                                        Reinsurer's share of surrenders and
                                        benefits or losses paid by the Company
                                        under the terms and provisions of the
                                        policies reinsured under this Agreement.

                              (iii)     to fund an account with the Company in
                                        an amount at least equal to the
                                        deduction, for reinsurance ceded, from
                                        the Company's liabilities for
                                        reinsurance ceded under this Agreement.
                                        Such amount shall be limited to the
                                        Experience Balance. Such amount shall
                                        include, but not be limited to, amounts
                                        for policy reserves, reserves for claims
                                        and losses incurred (including losses
                                        incurred but not reported), reserves for
                                        loss adjustment expenses and reserves
                                        for unearned premiums, but shall not
                                        exceed the amount of the obligations of
                                        the Reinsurer under this Agreement; and



                                      -11-
<PAGE>   12
                              (iv)      to pay any other amounts payable to the
                                        Company under this Agreement.

                    All of the foregoing shall be applied without diminution
                    because of insolvency on the part of the Company or the
                    Reinsurer.

                    (C)       Should amounts be held pursuant to (B)(iii) above,
                              then the Company shall pay interest at the Prime
                              Rate on such funds as may be held from time to
                              time.

                    (D)       Should any amounts drawn down on the Letters of
                              Credit be in excess of the actual amounts required
                              for (B)(i), (B)(ii), or (B)(iii) above, or should
                              any amounts subsequently be determined not to be
                              due under (B)(iv) above, then such excess amounts
                              and amounts not due shall be returned to the
                              Reinsurer forthwith and the Company shall pay
                              interest at the Prime Rate on such funds from the
                              date they were drawn down to the date they are
                              returned.

                    (E)       Any interest calculated pursuant to the provisions
                              of paragraphs (C) and (D) above shall be offset
                              against any other obligations of the Reinsurer.

                    3. Trust Funds:

                    (A)       Upon the written request of the Company, the
                              Reinsurer may at its option provide funds in Trust
                              for the benefit of the Company, adjusted at each
                              Settlement Date as an alternative or supplement to
                              Letter(s) of Credit. The cost of such Trust Funds,
                              if any, shall be borne by the Company.

                    (B)       The assets deposited in the trust account shall be
                              valued, according to their current fair market
                              value, and shall consist only of cash (United
                              States legal tender), certificates of deposit
                              (issued by a United States bank and payable in
                              United States legal tender), and investments of
                              the types permitted by the Delaware Insurance
                              Laws, provided that such investments are issued by
                              an institution that is not the parent, subsidiary,
                              or affiliate of either the Reinsurer or the
                              Company.

                    (C)       Prior to depositing assets into the Trust account,
                              the Reinsurer shall execute assignments,
                              endorsements in blank, or transfer legal title to
                              the trustee of all shares, obligations or any
                              other assets requiring assignments, in order that
                              the

                                      -12-
<PAGE>   13
                              Company, or the trustee upon the direction of the
                              Company, may whenever necessary negotiate any such
                              assets without consent or signature from the
                              Reinsurer or any other entity.

                    (D)       All settlements of account between the Company and
                              the Reinsurer shall be made in cash or its
                              equivalent.

                    (E)       The Reinsurer and the Company agree that the
                              assets in the Trust account, established by the
                              Reinsurer pursuant to the provisions of this
                              Agreement, may be withdrawn by the Company at any
                              time, notwithstanding any other provisions in this
                              Agreement, and shall be utilized and applied by
                              the Company or any successor by operation of law
                              of the Company including, without limitation, any
                              liquidator, rehabilitator, receiver or conservator
                              of the Company only for one or more of the
                              following purposes:

                              (i)       to reimburse the Company for the
                                        Reinsurer's share of premiums returned
                                        to the owners of policies reinsured this
                                        Agreement, on account of cancellations
                                        of such policies;

                              (ii)      to reimburse the Company for the
                                        Reinsurer's share of surrenders and
                                        benefits or losses paid by the Company
                                        pursuant to the provisions of the
                                        policies reinsured under this Agreement;

                              (iii)     to fund an account with the Company in
                                        an amount at least equal to the
                                        deduction, for reinsurance ceded, from
                                        the Company's liabilities for
                                        reinsurance ceded under this Agreement.
                                        Such amount shall be limited to the
                                        Experience Balance. Such amount shall
                                        include, but not be limited to, amounts
                                        for policy reserves, reserves for claims
                                        and losses incurred (including losses
                                        incurred but not reported), reserves for
                                        loss adjustment expenses and reserves
                                        for unearned premiums, but shall not
                                        exceed the amount of the obligations of
                                        the Reinsurer under this Agreement; and

                              (iv)      to pay any other amounts payable to the
                                        Company under this Agreement.

                    All of the foregoing shall be applied without diminution
                    because of



                                      -13-
<PAGE>   14
                    insolvency on the part of the Company or the Reinsurer.

                    (F)       The Company shall give the Reinsurer the right to
                              seek approval from the Company to withdraw from
                              the aforementioned Trust account all or any part
                              of the assets contained therein and transfer such
                              assets to the Reinsurer, provided:

                              (i)       The Reinsurer shall at the time of such
                                        withdrawal, replace the withdrawn assets
                                        with other qualified assets having a
                                        market value equal to the market value
                                        of the assets withdrawn so as to
                                        maintain at all times the deposit equal
                                        to the Experience Balance, or

                              (ii)      after such withdrawal and transfer, the
                                        market value of the Trust account is no
                                        less than one-hundred-two percent (102%)
                                        of the Experience Balance.

                    (G)       Should amounts be held pursuant to (E)(iii) above,
                              then the Company shall pay interest at the Prime
                              Rate on such funds as may be held from time to
                              time.

                    (H)       Should any amounts withdrawn from the Trust
                              account be in excess of the actual amounts
                              required for (E)(i), (E)(ii), or (E)(iii) above,
                              or should any amounts subsequently be determined
                              not to be due under (E)(iv) above, then such
                              excess amounts and amounts not due shall be
                              returned to the Reinsurer forthwith and the
                              Company shall pay interest at the Prime Rate on
                              such funds from the date they were drawn down to
                              the date they are returned.

                    (I)       Any interest calculated pursuant to the provisions
                              of paragraphs (G) and (H) above shall be offset
                              against any other obligations of the Reinsurer.

                    4. Other Forms of Security:

                    The Reinsurer may, at its option, as an alternative or
                    supplement to Letter(s) of Credit and Trust Funds, provide
                    security in any other form that would permit the Company to
                    take credit for the reinsurance ceded hereunder in the
                    amount of the Experience Balance.

                    5. Prime Rates:



                                      -14-
<PAGE>   15
                    Prime Rates shall be determined for each Business Day in New
                    York City, and for non-business days shall equal the Prime
                    Rate as determined for the most recent preceding Business
                    Day. The BANK PRIME LOAN rates as published in "FEDERAL
                    RESERVE statistical release H.15(519) SELECTED INTEREST
                    RATES" and the PRIME RATES as published in The Wall Street
                    Journal shall be the primary sources for the Prime Rates.
                    When either or both sources publish such a rate for a
                    Business Day, the Prime Rate shall be the maximum of such
                    published rates. If neither source publishes such a rate for
                    a Business Day, the Prime Rate shall be the maximum of the
                    rates publicly announced by major banks in New York City as
                    their "Prime Rates" applicable to such day.

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 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.



                                      -15-
<PAGE>   16
                    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 Article
                    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 specifically provided,
                    shall anything in this Insolvency Article 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

                                      -16-
<PAGE>   17
                              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 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

                                      -17-
<PAGE>   18
                              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.



                                      -18-
<PAGE>   19
                    9.        Arbitration Award: The arbitration panel shall
                              render its decision within sixty (60) days after
                              conclusion of the hearing, 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. 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 authority 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.



                                      -19-
<PAGE>   20
                    (B)       Insolvency Funds: The Reinsurer shall not be
                              obligated to pay to the Company any share of any
                              liability of the Company 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.

REINSURANCE
INTERMEDIARY:       Swiss Re Atrium Corporation, 55 East 52 Street, 42nd Floor,
                    NewYork, New York 10055, U.S.A., is hereby recognized as the
                    Reinsurance Intermediary for all business under this
                    Agreement.

                    All communications, including but not limited to notices,
                    reports, and statements, relating to this Agreement, shall
                    be transmitted to the Company and the Reinsurer through the
                    Intermediary.

                    All payments, including but not limited to premiums, losses,
                    loss adjustment expenses, and salvages and settlements,
                    relating to this Agreement shall be made directly between
                    the Company and the Reinsurer, and not through any
                    Intermediary.

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


                                      -20-
<PAGE>   21
                    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.

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.

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.

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.



                                      -21-
<PAGE>   22
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.

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.

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. 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.



                                      -22-
<PAGE>   23
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.

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 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


                                      -23-
<PAGE>   24
                    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.

SERVICE OF SUIT:    Submission To Jurisdiction: It is agreed that in the event
                    of the failure of the Reinsurer to pay any amount claimed to
                    be due under this Agreement, the Reinsurer, at the request
                    of the Company, will submit to the jurisdiction of any Court
                    of competent jurisdiction within the United States of
                    America and will comply with all requirements necessary to
                    give such Court jurisdiction; and all matters arising
                    hereunder shall be determined in accordance with the law and
                    practice of such Court and the Reinsurer will abide by the
                    final decision of such Court or of any Appellate Court in
                    the event of an appeal.

                    Service of Process: It is further agreed that service of
                    process in any suit instituted against the Reinsurer arising
                    out of this Agreement, may be made upon Morgan, Lewis &
                    Bockius LLP, 101 Park Avenue, New York, New York 10178-0060,
                    U.S.A., Attention: F. Sedgwick Browne, and that in such suit
                    the Reinsurer will abide by the final decision of such Court
                    or of any Appellate Court in the event of an appeal.

                    Appearance: Morgan, Lewis & Bockius LLP are authorized and
                    directed to accept service of process on behalf of the
                    Reinsurer in any such suit and/or upon the request of the
                    Company to give a written undertaking to the Company that
                    they will enter a general appearance upon the Reinsurer's
                    behalf in the event such a suit shall be instituted.

                    Insurance Official As Attorney For Service of Process:
                    Further, pursuant to any statute of any State, Territory or
                    District of the United States of America which makes
                    provision therefor, the Reinsurer hereby designates the
                    Superintendent, Commissioner or Director of Insurance or
                    other officer specified for that purpose in the statute, or
                    his successor or successors in office, as their true and
                    lawful attorney upon whom may be served any lawful process
                    in any action, suit or proceeding instituted by or on behalf
                    of the Company or any beneficiary hereunder arising out of
                    this Agreement, and hereby designates Morgan, Lewis &
                    Bockius LLP as the party to whom the said officer is
                    authorized to mail such



                                      -24-
<PAGE>   25
                    process or a true copy thereof.

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.

WARRANTY:           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.

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



                                      -25-
<PAGE>   26
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives in Hamilton, Bermuda effective as of
December 31, 1998.


                                            METROPOLITAN LIFE INSURANCE COMPANY


                                            BY: ________________________________


                                            Name: ______________________________


                                            Title: _____________________________



                                            STOCKWOOD REINSURANCE COMPANY LTD.



                                            BY: ________________________________


                                            Name: ______________________________


                                            Title: _____________________________
<PAGE>   27
                                                                      SCHEDULE 1


                                   SCHEDULE 1

The Company Data provided to Stockwood Reinsurance Company Ltd. 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