<PAGE>

                            REINSURANCE AGREEMENT
                                   BETWEEN
                   MEMORIAL SERVICE LIFE INSURANCE COMPANY
                                     AND
                   LINCOLN MEMORIAL LIFE INSURANCE COMPANY
                                     AND
                NORTH AMERICA LIFE INSURANCE COMPANY OF TEXAS

MEMORIAL SERVICE LIFE INSURANCE COMPANY, an insurer organized and operating
under the laws of the state of Texas, and LINCOLN MEMORIAL LIFE INSURANCE
COMPANY, an insurer organized and operating under the laws of the state of
Texas (hereinafter collectively referred to as "Ceder"), and NORTH AMERICA
LIFE INSURANCE COMPANY OF TEXAS, an insurer organized and operating under the
laws of the state of Texas (hereinafter referred to as "Reinsurer"), enter
into this Reinsurance Agreement hereinafter referred to as the "Agreement")
and mutually agree and covenant as follows:


                                  ARTICLE I

                                 DEFINITIONS

As used in this Agreement:

A.       Coinsurance Effective Date shall mean November 30, 2000.
         --------------------------
B.       Coinsurance Percentage shall mean 90%.
         ----------------------
C.       Net Policy Reserves means reserves established for the Policies in an
         -------------------
amount equal to the sum of the unearned premium reserve, the actuarial
reserve, other premium reserves (including due and advance premiums) and
other miscellaneous reserves and policy liabilities (including the claim
liability) associated with the policies reinsured hereunder. Such Net Policy
Reserves shall be computed in accordance with commonly accepted actuarial
standards consistently applied and fairly stated in accordance with sound
actuarial principles and practices on a statutory basis.


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<PAGE>

D.       Policies mean all Policies issued by Ceder except those described
         --------
in Exhibit C that are sold by National Prearranged Services, Inc., National
Prearranged Agency, Inc., Forever Preneed Insurance Agency, Inc. and their
respective successors and assigns on and after the Coinsurance Effective
Date.


                                  ARTICLE II

                           COINSURANCE OF POLICIES

A.       General
         -------
Subject to the terms and conditions of this Agreement, Ceder hereby cedes to
Reinsurer and Reinsurer hereby accepts the Coinsurance Percentage of Ceder's
obligations and liabilities under the Policies as of the Coinsurance
Effective Date. As of the Coinsurance Effective Date, Reinsurer agrees to be
responsible for the reserves and liabilities applicable to Reinsurer's
portion of the Policies.

B.       Commencement of Reinsurance Liability
         -------------------------------------
Reinsurer shall bear and have responsibility for the payment of liabilities
arising from or with respect to the Reinsurer's portion of the Policies on
and after the Coinsurance Effective Date.

C.       Termination of Coinsurance
         --------------------------
The coinsurance under this Article II shall remain in full force and effect
until the liabilities under the Policies have been discharged in full.

D.       Coinsurance Terms
         -----------------
         1.       Definitions
                  a.       Coinsurance Premium
                  The Coinsurance Premium, for each month, shall be equal to
                  the gross premiums collected, net of any premium refunds,
                  on Reinsurer's portion of business reinsured hereunder.

                  b.       Coinsurance Claims


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<PAGE>

                  The Coinsurance Claims, for each month, shall be equal to
                  Reinsurer's portion of the claims incurred and paid by
                  Ceder during the month, on insurance policies covered
                  hereunder.

                  c.       Surrenders
                  The Surrenders, for each month, shall be equal to
                  Reinsurer's portion of the cash surrender values incurred
                  and paid by Ceder during the month, on insurance policies
                  covered hereunder.

                  d.       Premium Taxes
                  Reinsurer shall reimburse Ceder for premium taxes paid on
                  Reinsurer's portion of the business reinsured hereunder.

                  e.       Expense Allowance
                  The Expense Allowance shall be equal to the amounts shown
                  in Exhibit A.

                  f.       Policyholder Dividends
                  Reinsurer shall not participate in any Policyholder
                  Dividends declared by Ceder.

                  g.       Policy Loans
                  Policy loans will be reinsured and thus Reinsurer shall
                  participate in the Coinsurance Percentage of policy loans
                  made by Ceder.

         2.       Settlement Terms

                  a.       By Ceder:

                  Ceder will pay Reinsurer the sum of:

                           i.    the Coinsurance Premium for the month;

                           ii.   interest and principal payments received by
                                 Ceder on the Coinsurance Percentage of
                                 Policy Loans for the month.

                  b.       By Reinsurer:


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<PAGE>

                  Reinsurer will pay Ceder the sum of:

                           i.    Coinsurance Claims (including any special
                                 expenses incurred and paid by Ceder in
                                 Contesting, compromising and litigating
                                 claims but excluding any routine
                                 investigative and administrative
                                 expenses incurred by its full-time
                                 employees) incurred during the month;

                           ii.   The Expense Allowance for the month;

                           iii.  Surrenders for the month;

                           iv.   Premium taxes for the month

                           v.    Policy Loans made by Ceder for the month.

                  Within 10 days after the end of each month, Ceder will
                  prepare a monthly settlement report containing at least the
                  items delineated in Article II(D)(2). Payments, as required
                  by this provision, shall be netted. If according to the
                  monthly settlement report, Ceder owes Reinsurer, such
                  amount due will accompany the settlement report. If
                  Reinsurer owes Ceder, Reinsurer will pay Ceder the amount
                  due within 5 days after receipt of the settlement report.
                  If there is a delayed settlement of any payment, there will
                  be an interest penalty at the rate of 9.0% per annum
                  applied to the amount of the delayed settlement.

E.       Coinsurance Administration
         --------------------------
Ceder shall administer the Policies and perform all accounting.
Reporting shall be on a bulk basis. An annual listing of coinsurance
in force shall be provided to Reinsurer by Ceder. At least
quarterly, a report known as the Periodic Report shall be furnished
to Reinsurer by Ceder detailing the reserves, experience and such
other items as are required to compute the Net Policy Reserves and
any other amount required for the functioning of this Agreement,
including those amounts referenced in Section D.2 of this article.
Ceder shall bear all expenses incurred in connection with the
Policies reinsured hereunder, except as otherwise provided herein.



<PAGE>
<PAGE>

F.       Insolvency
         ----------

The Reinsurer hereby agrees that in the event of the
insolvency of the Ceder, this Reinsurance Agreement shall be so
construed that the reinsurance shall be payable directly to the
Ceder or to its liquidator, receiver or statutory successor by the
Reinsurer, without diminution because of the insolvency of the Ceder
and on the basis of the liability of the Ceder. It is further agreed
that the liquidator, the receiver, or the statutory successor of the
Ceder shall give written notice to the Reinsurer of the pendency of
claims. The Reinsurer may investigate any such claim and interpose
at its own expense in the proceedings where such claim is to be
adjudicated any defenses which it may deem available to the Ceder,
or its liquidator, receiver, or statutory successor. The expense
thus incurred by the Reinsurer shall be chargeable, subject to court
approval, against the Ceder as part of the expense of liquidation to
the extent of a proportionate share of the benefit which may accrue
to the Ceder or to its liquidator, receiver, or statutory successor
solely as a result of the defense undertaken by the Reinsurer.

G.       Trust Agreement
         ---------------
If required in order for Ceder to take appropriate reserve credits,
Ceder, Reinsurer and any other necessary third parties will enter
into a Reserve Trust Agreement in accordance with the usual and
customary requirements of such arrangements.


                           ARTICLE III

            REPRESENTATIONS AND WARRANTIES OF CEDER

Ceder hereby represents and warrants to Reinsurer that:

A.       Organization, Standing and Power
         --------------------------------

Ceder is a corporation duly organized, validly existing, and in good
standing under the laws of the state of Texas and is duly licensed,
qualified or admitted to do business and is in good standing in all
jurisdictions in which the ownership, use or leasing of its assets or
properties or the conduct or nature


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<PAGE>

of its business makes such licensing, qualification or admission necessary.
Ceder has full corporate power and authority to enter into this Agreement and
perform its obligations hereunder.

B.       Authority
         ---------
The execution, delivery and compliance with the terms of this Agreement by
Ceder and performance by Ceder of its obligations hereunder has been duly and
validly authorized by all necessary corporate action on the part of Ceder;
and this Agreement constitutes a valid and binding obligation of Ceder which
is enforceable against Ceder in accordance with its terms.

C.       Effect of Agreement
         -------------------
The execution and delivery of this Agreement by Ceder does not and the
performance by Ceder of its obligations under this Agreement will not:

         1.       violate any existing term or provision of any law or any writ,
         judgment, decree, injunction or similar order applicable to Ceder;

         2.       conflict with or result in a violation or breach of, or
         constitute (with or without notice or lapse of time or both) a
         default under, any of the terms, conditions, or provisions of the
         articles or certificate of incorporation or bylaws of Ceder;

         3.       result in the creation or imposition of any lien, charge, or
         encumbrance upon Ceder or any of its assets or properties that
         individually or in the aggregate with any other liens, charges, or
         encumbrances has or may reasonably be expected to have a material
         adverse effect on the validity or enforceability of this Agreement,
         or on the ability of Ceder to perform its obligations under this
         Agreement; or

         4.       conflict with or result in a violation or breach of, or
         constitute (with or without notice or lapse of time or both) a
         default under, or give to any person or entity any right of
         termination, cancellation, acceleration, or modification in or with
         respect to, any contract or agreement to which Ceder is a party or
         by which its assets or properties may be bound, and as to which any
         such conflicts, violations, breaches, defaults or rights
         individually or in the


<PAGE>
<PAGE>

         aggregate have or may reasonably be expected to have a material
         adverse effect on the validity or enforceability of this Agreement,
         or on the ability of Ceder to perform its obligations under this
         Agreement, except as to any rights preserved by federal or state
         laws to the policyowners of the Policies.


                                  ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF REINSURER

Reinsurer hereby represents and warrants to Ceder that:

A.       Organization, Standing and Power
         --------------------------------
Reinsurer is a corporation duly organized, validly existing, and in good
standing under the laws of the state of Texas and is duly licensed, qualified
or admitted to do business and is in good standing in all jurisdictions in
which the ownership, use or leasing of its assets or properties or the
conduct or nature of its business makes such licensing, qualification or
admission necessary. Reinsurer has full corporate power and authority to
enter into this Agreement and to perform its obligations hereunder. Reinsurer
has, or will have on the Coinsurance Effective Date, all necessary authority
and powers under applicable Texas Insurance Code statutes and regulations to
serve as the Reinsurer of the Policies.

B.       Authority
         ---------
The execution, delivery and compliance with the terms of this Agreement by
Reinsurer and performance by Reinsurer of its obligations hereunder has been
duly and validly authorized by all necessary corporate action on the part of
Reinsurer; and this Agreement constitutes a valid and binding obligation of
Reinsurer which is enforceable against Reinsurer in accordance with its
terms.

C.       Effect of Agreement
         -------------------
The execution and delivery of this Agreement by Reinsurer do not, and the
performance by Reinsurer of its obligations under this Agreement will not:


<PAGE>
<PAGE>

         1.       violate any existing terms or provision of any law or any
         writ, judgment, decree, injunction or similar order applicable to
         Reinsurer;

         2.       conflict with or result in a violation or breach of, or
         constitute (with or without notice or lapse of time or both) a
         default under, any of the terms, conditions, or provisions of the
         articles or certificate of incorporation or bylaws of Reinsurer;

         3.       result in the creation or imposition of any lien, charge, or
         encumbrance upon Reinsurer or any of its assets or properties that
         individually or in the aggregate with any other liens, charges, or
         encumbrances has or may reasonably be expected to have a material
         adverse effect on the validity or enforceability of this Agreement,
         or on the ability of Reinsurer to perform its obligations under this
         Agreement; or

         4.       conflict with or result in a violation or breach of, or
         constitute (with or without notice or lapse of time or both) a
         default under, or give to any person or entity any right of
         termination, cancellation, acceleration, or modification in or with
         respect to, any contract or agreement to which Reinsurer is a party
         or by which its assets or properties may be bound, and as to which
         any such conflicts, violations, breaches, defaults or rights
         individually or in the aggregate have or may reasonably be expected
         to have a material adverse effect on the validity or enforceability
         of this Agreement, or on the ability of Reinsurer to perform its
         obligations under this Agreement.


<PAGE>
<PAGE>

                                  ARTICLE V

                               INDEMNIFICATION

A.       Reinsurer Indemnification of Ceder
         ----------------------------------
Reinsurer agrees that it will investigate, pay, defend or settle and
bear the sole cost and expense of all claims, surrenders and
litigation which are incurred under the Policies reinsured by it
hereunder on and after the Coinsurance Effective Date and that it
will indemnify Ceder, Ceder's directors, officers, employees, agents
and successors and assigns and agrees to hold Ceder free and
harmless of and from any and all loss, liability and expense
(including but not limited to extra contractual, punitive, exemplary
and/or consequential damages, reasonable attorneys fees and court
costs or settlement fees or costs) upon or by reason of such claims,
surrenders or litigation in connection with the Policies incurred as
a result of any gross negligence or willful misconduct on the part
of Reinsurer. In the event of a claim or surrender payment being
made or litigation expense being incurred by Ceder on or after the
Coinsurance Effective Date in connection with the Policies reinsured
on such Coinsurance Effective Date, Ceder shall notify Reinsurer of
such payment and Reinsurer shall promptly reimburse Ceder to the
extent of any such payment or incurred expense.

B.       Ceder Indemnification of Reinsurer
         ----------------------------------
Ceder agrees that it will investigate, pay, defend or settle and
bear the sole cost and expense of all claims, surrenders and
litigation which are incurred under the Policies reinsured by it
hereunder on or before the Coinsurance Effective Date and that it
will indemnify Reinsurer, Reinsurer's directors, officers,
employees, agents and successors and assigns and agrees to hold
Reinsurer free and harmless of and from any and all loss, liability
and expense (including but not limited to extra contractual,
punitive, exemplary and/or consequential damages, reasonable
attorneys fees and court costs or settlement fees or costs) upon or
by reason of such claims, surrenders or litigation in connection
with the Policies incurred as a result of any gross negligence or
willful misconduct on the part of Ceder. In the event of a claim or
surrender payment being made or litigation expense being incurred by
Reinsurer on or before the Coinsurance Effective Date in connection
with the Policies reinsured on such Coinsurance


<PAGE>
<PAGE>

Effective Date, Reinsurer shall notify Ceder of such payment and Ceder shall
promptly reimburse Reinsurer to the extent of any such payment or incurred
expense. If process is served upon Ceder with respect to any of the Policies
after the Coinsurance Effective Date as to such of the Policies, Ceder shall
give prompt notice thereof to Reinsurer, and Reinsurer then, in its own name
and at its own cost and expense, may interpose any defense in, or may settle,
compromise or otherwise dispose of, such action at Reinsurer's discretion.

C.       Notice
         ------
The party indemnified shall give the indemnifying party ten (10) days written
notice of any claims asserted against or imposed upon or incurred by the
party indemnified, for which indemnification or reimbursement may be sought
on account of the provisions of this Agreement, but the omission so to notify
the indemnifying party shall not release that party from any liability which
it may have to the party indemnified otherwise than an account of the
provisions of this Agreement.

The indemnifying party may give the party indemnified written notice, within
five (5) days of receipt of written notice of claim as required above, of
its election to conduct the defense of such demand claim, action or
proceeding or other matter as set out above at its own expense. If the
indemnifying party has given the party indemnified notice of election to
conduct the defense, the party indemnified shall nevertheless have the
right to participate in the defense thereof, but such participation shall be
fully at the expense of the party indemnified without a right of further
reimbursement of the expense for such participation. If the indemnifying
party shall not notify the party indemnified of its election of the right
to defend such claim, action or proceeding, the party indemnified may, but
need not, conduct the defense of any claim, action or proceeding. The party
indemnified may at any time notify the indemnifying party of its


<PAGE>
<PAGE>

intention to settle, compromise or satisfy any such claim, action or
proceeding (the defense of which the indemnifying party has not previously
elected to conduct) and may make such settlement, compromise or satisfaction
(at the indemnifying party's expense) unless the indemnifying party shall
notify the party indemnified in writing within fifteen (15) days after
receipt of such notice of intention to settle, compromise or satisfy its
election to assume at its sole expense the defense of any such claim, action
or proceeding and promptly thereafter take appropriate action to implement
such defense. Any such settlement, compromise or satisfaction made by the
party indemnified or any such final judgment or decree entered in any claim,
action or proceeding defended only by the party indemnified shall be deemed
to have been consented to by, and shall be binding upon, the indemnifying
party as fully as though it alone has assumed the defense thereof and a final
judgment or decree had been entered in such proceeding or action by a court
of competent jurisdiction in the amount of such settlement, compromise,
judgment or decree.

D.       Agent Actions
         -------------
Notwithstanding anything herein to the contrary, Ceder fully indemnifies
Reinsurer for any expenses or liability or obligations arising form any and
all actions taken, or omitted, by any agents marketing the Policies as if the
actions of the agents had been committed by Ceder. This indemnification
includes, but is not limited to, extracontractual liability.


<PAGE>
<PAGE>

                                  ARTICLE VI

                                 ARBITRATION

Any dispute which may arise under this Agreement between Ceder and Reinsurer
shall be settled by an equitable rather than a strictly legal interpretation
pursuant to arbitration conducted in accordance with the commercial Rules of
the American Arbitration Association. In such cases, the parties will submit
their differences to three arbiters, who shall not affiliated with the
parties or their affiliates, or subsidiaries: one to be selected by Ceder,
one to be selected by Reinsurer, and the third to be selected by the arbiters
named by the parties herein. In the event of disagreement between the
arbiters, the decisions will rest with the majority. The decision of the
majority of the arbiters shall be binding upon the parties herein without
appeal. The arbiters will be relieved of all judicial formality and may
abstain from the strict rules of law. All arbiters must either be actuaries
experienced in life insurance, lawyers whose primary practice includes
insurance regulatory law or current or former, life insurance company
executive officers.

Arbitration may be initiated by either Ceder or Reinsurer (the petitioner) by
written notice to the other party identifying the nature of the dispute,
demanding arbitration and naming its arbiter. The other party (the
respondent) shall have 10 days after receipt of said notice within which to
designate its arbiter. The third arbiter shall be chosen by the two arbiters
named by the parties within 10 days thereafter and the arbitration shall be
held at the place hereinafter set forth 10 days after the appointment of the
third arbiter. Should the two arbiters not be able to agree on the choice of
the third, then the appointment shall be as follows: Each party will chose
three arbiters, two of which shall be refused by the opposing party. The
third arbiter shall then be selected by lot from the remaining two. If the
respondent does not name its arbiter within 10 days, the petitioner may
designate the second arbiter and the respondent will not be aggrieved
thereby.

Arbitration shall take place at a site agreed upon by the arbiters. The
expense of the arbitration proceeding shall be borne by the losing party;
provided that each party shall be responsible for expenses it incurs with
respect to preparation for and presentation of evidence and witnesses at the


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<PAGE>


proceeding, including the expense of the arbiter it selects. The decision of
the arbiters may be entered as a final judgment in any court of competent
jurisdiction.


                                 ARTICLE VII

                                    NOTICE

Any notice allowed or required by the provisions of this Agreement shall be
sent by certified mail, postage pre-paid, return receipt requested, to each
party addressed as follows or to such other address as may be requested by
such party by giving notice pursuant to this provision:

Ceder                   MEMORIAL SERVICE LIFE INSURANCE COMPANY
                        1250 Capital of Texas Hwy. S., Bld. 3, Suite 100
                        Austin, Texas 78746

                        LINCOLN MEMORIAL LIFE INSURANCE COMPANY
                        1250 Capital of Texas Hwy. S., Bld. 3, Suite 100
                        Austin, Texas 78746

Reinsurer               NORTH AMERICA LIFE INSURANCE COMPANY OF TEXAS
                        1250 Capital of Texas Hwy. South, Bld. 3, Suite 150
                        Austin, Texas 78746


                                 ARTICLE VIII

                          TERMINATION AND RECAPTURE

Except as otherwise set forth hereinafter, this Agreement may not be terminated
for a period of 5 years from the Coinsurance Effective Date. After 5 years
from the Coinsurance Effective Date, this Agreement may be terminated by
either party only with regard to new business reinsured and with written
notice six months prior to the termination date.

Notwithstanding the foregoing, this Agreement may be terminated by the Ceder
at its sole written election, upon the happening of any of the following
specified events:


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<PAGE>

         1.       Clifton Mitchell shall cease to own directly or indirectly
                  fifty percent (50%) or more of the Reinsurer;

         2.       Any of the Reinsurer's licenses, permits, or authorizations to
                  transact insurance business become the subject of a proceeding
                  for suspension or revocation;

         3.       Insolvency (however evidenced) of Reinsurer, the making of
                  a general assignment for the benefit of creditors by the
                  Reinsurer; the filing of any petition or the commencement
                  of any proceeding by or against the Reinsurer for any
                  relief under any bankruptcy or insolvency laws, or any laws
                  relating the relief of debtors, readjustments of
                  indebtedness, reorganization, compositions or extensions;
                  or

         4.       Default by the Reinsurer under this Agreement or any Agreement
                  between or among the Reinsurer (or any of its affiliates)
                  and the Ceder (or any of its affiliates).

Notwithstanding the foregoing, this Agreement may be terminated by the
Reinsurer at its sole written election, upon the happening of any of the
following specified events:

         1.       RBT Trust II shall cease to own directly or indirectly fifty
                  percent (50%) or more of the Ceder or National Prearranged
                  Services, Inc., National Prearranged Agency, Inc., Forever
                  Preneed Insurance Agency, Inc.;

         2.       Any of the Ceder's or National Prearranged Services,
                  Inc.'s, National Prearranged Agency, Inc.'s, Forever
                  Preneed Insurance Agency, Inc.'s licenses, permits, or


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<PAGE>

                  authorizations to transact insurance business become the
                  subject of a proceeding for suspension or revocation;

         3.       Insolvency (however evidenced) of Ceder or National
                  Prearranged Services, Inc., National Prearranged Agency,
                  Inc., Forever Preneed Insurance Agency, Inc., the making of
                  a general assignment for the benefit of creditors by the
                  Ceder or National Prearranged Services, Inc., National
                  Prearranged Agency, Inc., Forever Preneed Insurance Agency,
                  Inc.; the filing of any petition or the commencement of any
                  proceeding by or against the Ceder or National Prearranged
                  Services, Inc., National Prearranged Agency, Inc., Forever
                  Preneed Insurance Agency, Inc. for any relief under any
                  bankruptcy or insolvency laws, or any laws relating the
                  relief of debtors, readjustments of indebtedness,
                  reorganization, compositions or extensions; or

         4.       Default by the Ceder under this Agreement or any Agreement
                  between or among the Reinsurer (or any of its affiliates)
                  and the Ceder (or any of its affiliates).

The business reinsured under this Agreement may not be recaptured.


                                  ARTICLE IX

                              GENERAL PROVISIONS

A.       Entire Agreement
         ----------------
This Agreement, including the exhibits attached hereto, constitutes the
entire understanding between Ceder and Reinsurer.


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<PAGE>

B.       Amendment
         ---------
This Agreement cannot be changed, modified or varied except in writing signed
by duly authorized representatives of both Ceder and Reinsurer.

C.       Costs and Expenses
         ------------------
Whether or not the transaction contemplated hereby is consummated,
all costs and expenses incurred in connection with this Agreement and the
transaction contemplated hereby shall be paid by the party incurring such
costs and expenses unless otherwise expressly provided for herein.

D.       Offset
         ------
Any debts or credits, matured or unmatured, liquidated or unliquidated,
regardless of when they arose or were incurred, in favor of or against either
Ceder or Reinsurer with respect to this Agreement or any other reinsurance
Agreements between Ceder and Reinsurer are deemed mutual debts or credits, as
the case may be, and shall be set off, and only the balance shall be allowed
or paid.

E.       Further Assurances
         ------------------
Ceder and Reinsurer agree to perform such additional acts and execute such
additional documents and agreements as may be necessary or desirable to carry
out the purpose and objectives of this Agreement.

F.       Counterparts
         ------------
This Agreement may be executed in any number of counterparts each of which
shall be deemed an original, but all of which shall constitute one and the
same instrument.

G.       Binding Effect
         --------------
This Agreement shall be binding upon and inure to the benefit of the parties
and their respective successors and assigns.

H.       Captions
         --------
The Article captions in this Agreement are for reference only and are not
part of this Agreement. As such, they are not to be used in the interpretation
or construction of this Agreement.


<PAGE>
<PAGE>

I.       Exhibits
         --------
All exhibits in this Agreement are attached hereto and incorporated into this
Agreement by reference.

J.       Governing Law
         -------------
This Agreement shall be governed by and construed in accordance with the laws
of the state of Texas.


IN WITNESS WHEREOF, Ceder and Reinsurer have caused this Agreement to be
executed by their respective officers duly authorized to do so, on
this 18th day of December 2000.

LINCOLN MEMORIAL LIFE INSURANCE COMPANY

By: /s/ Randall K. Sutton
   ------------------------------------------

Title: President
      ---------------------------------------

By:
   ------------------------------------------

Title:
      ---------------------------------------


MEMORIAL SERVICE LIFE INSURANCE COMPANY

By: /s/ Randall K. Sutton
   ------------------------------------------

Title: President
      ---------------------------------------
By:
   ------------------------------------------
Title:
      ---------------------------------------


NORTH AMERICA LIFE INSURANCE COMPANY OF TEXAS

By: /s/ Clifton Mitchell
   ------------------------------------------

Title: CEO
      ---------------------------------------

By: /s/ George Wise
   ------------------------------------------

Title: Vice President
      ---------------------------------------


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<PAGE>


                                  EXHIBIT A

                              EXPENSE ALLOWANCE


The monthly Expense Allowance will equal the sum of the following items:

1.    3.5% times the first year collected premium for the month;

2.    2.5% times the renewal premium for the month;

3.    $2.00 per premium paying policy inforce;

4.    $1.00 per non-premium paying policy inforce

5.    2% times the face amount issued during the month; and

6.    a Commission Allowance equal to the amount of commissions paid for the
      month according to the commission schedule attached as Exhibit B.



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<PAGE>


                                  EXHIBIT B

                             COMMISSION SCHEDULE



[This exhibit shall contain the existing NPS contracts.]



<PAGE>
<PAGE>


                                  EXHIBIT C

                              POLICIES EXCLUDED


Policies issued by the Ceder on and after the Coinsurance Effective Date
under the described insurance plans and within the described age ranges will
not be reinsured hereunder:

     1.   all 18 month pay products with issue ages over age 80;
     2.   5 year pay MIB plans with issue ages over age 70;
     3.   10 year pay MIB plans with issue ages over age 70; and
     4.   10 year annuity plans (FPA) at all issue ages.