<PAGE>

                                                                   EXHIBIT 10.47

CONFIDENTIAL TREATMENT*

*CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO THE RULES
AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS AND "+" HAVE
BEEN USED TO IDENTIFY INFORMATION WHICH IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST.

                      AUTOMATIC POOL REINSURANCE AGREEMENT

                             EFFECTIVE APRIL 1, 1998

                       WMA LIFE INSURANCE COMPANY LIMITED

                                       OF

                                HAMILTON, BERMUDA

              REFERRED TO IN THIS AGREEMENT AS THE "CEDING COMPANY"

                                       AND

                  AMERICAN PHOENIX LIFE AND REASSURANCE COMPANY

                                       OF

                              HARTFORD, CONNECTICUT

                      SWISS RE LIFE & HEALTH AMERICA, INC.

                                       OF

                               NEW YORK, NEW YORK

                   THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

                                       OF

                               FORT WAYNE, INDIANA

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

                                       OF

                             LOS ANGELES, CALIFORNIA

       COLLECTIVELY REFERRED TO IN THIS AGREEMENT AS THE "POOL REINSURERS"


<PAGE>

                          TABLE OF CONTENTS

<TABLE>
<S>               <C>                                                           <C>
Article I         Scope of the Agreement                                        Page 1
                     Parties to the Agreement
                     Effective Date of the Agreement
                     Scope of the Agreement
                     Duration of the Agreement

Article II        Reinsurance Coverage                                          Page 2
                     Automatic Reinsurance
                     Facultative Reinsurance
                     Basis of Reinsurance

Article III       Procedures                                                    Page 3

Article IV        Liability                                                     Page 3

Article V         Reinsurance Rates and Payments                                Page 3
                       Tax Reimbursement
                       Experience Refund

Article VI        Changes to the Reinsurance                                    Page 5
                       Errors and Oversights
                       Misstatement of Age or Sex
                       Changes to the Underlying Policy
                       Reductions, Terminations and Reinstatements


Article VII       Recapture                                                     Page 7

Article VIII      Claims                                                        Page 8

Article IX        Arbitration                                                   Page 10

Article X         Insolvency                                                    Page 12

Article XI        Inspection of Records                                         Page 12

Article XII       Offset                                                        Page 13

Article XIII      Execution of the Agreement                                    Page 14
</TABLE>


<PAGE>

                                    EXHIBITS

<TABLE>
<S>               <C>
Exhibit A         Reinsurance Coverage
                  Retention Limits
                  Automatic Acceptance Limits
                  Exclusions to Automatic Reinsurance Coverage,
                  including Jumbo Limits

Exhibit B         Administration and Reporting Forms

Exhibit C         Rates and Allowances
                  Net Amount at Risk Calculation

Exhibit D         Reinsurance Claim Form
</TABLE>


<PAGE>

                       ARTICLE I - SCOPE OF THE AGREEMENT

1.       PARTIES TO THE AGREEMENT

         The Ceding Company and the Pool Reinsurers mutually agree to transact
         reinsurance business according to the terms of this Agreement. This
         Agreement is for indemnity reinsurance and the Ceding Company and the
         Pool Reinsurers are the only parties to the Agreement. There will be no
         right or legal relationship whatsoever between the Ceding Company or
         the Pool Reinsurers and any other person having an interest of any kind
         in policies reinsured under this Agreement.

2.       EFFECTIVE DATE OF THE AGREEMENT

         This Agreement will go into effect at 12:01 A.M., April 1, 1998 and
         will cover policies effective on and after that date.

3.       SCOPE OF THE AGREEMENT

         The text of this Agreement and all Exhibits, Schedules and Amendments
         are considered to be the entire agreement. There are no other
         understandings or agreements regarding the policies reinsured other
         than as expressed in this Agreement. Either the Ceding Company or any
         of the Pool Reinsurers may make changes or additions to this Agreement,
         but they will not be considered to be in effect unless they are made by
         means of a written amendment which has been signed by all parties.

4.       DURATION OF THE AGREEMENT

         The duration of this Agreement will be unlimited. However, any of the
         pool reinsurers may terminate their participation in the Agreement at
         any time by giving the Ceding Company ninety days prior written notice.
         The Ceding Company may terminate the entire Pool or the participation
         of any Pool Reinsurer by giving ninety days prior written notice.
         Reinsurance will continue to be placed during the ninety-day period.
         The Ceding Company has the right, upon termination of any Pool
         Reinsurer under this Agreement, to re-allocate the quota share
         percentages among the remaining Pool Reinsurers, or to name a new Pool
         Reinsurer to the Agreement. Existing reinsurance will not be affected
         by the termination of this Agreement or by the termination of the
         participation of any of the Pool Reinsurers for new reinsurance.
         Existing reinsurance will remain in force until the termination or
         expiry of the underlying policy on which reinsurance is based, as long
         as the Ceding Company continues to pay reinsurance premiums as shown in
         Article V (Reinsurance Rates and Payment). However, the Pool Reinsurers
         will not be held liable for any claims or premium refunds which are not
         reported to them within one hundred eighty days following the
         termination or expiry of the last cession reinsured under this
         Agreement.


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<PAGE>

                        ARTICLE II - REINSURANCE COVERAGE

1.       AUTOMATIC REINSURANCE

         The Pool Reinsurers will automatically accept reinsurance of life
         benefits for individually underwritten ordinary life policies on the
         lives of permanent residents of the United States, United States
         Territories or Canada, that the Ceding Company reinsures in its
         underlying Agreement with Western Reserve Life Assurance Company of
         Ohio (referred to in this Agreement as the "Issuing Company"), in
         accordance with the provisions and limitations shown in Exhibit A.

         The Pool Reinsurers will also automatically accept reinsurance of
         riders and supplementary benefits written with the covered life
         benefits, but only to the extent that the riders and supplementary
         benefits are specifically shown in Exhibit A, Part I.

         The Ceding Company has the right to modify its retention limits shown
         in Exhibit A, Part Il at any time. If the retention limits are reduced,
         the Ceding Company will notify the Pool Reinsurers in writing before
         reinsurance can be ceded on the basis of the reduced retention limits.

         The Pool Reinsurers have the right to amend the Automatic Acceptance
         Limits shown in Exhibit A, Part III if the Ceding Company modifies its
         retention limits. The Pool Reinsurers also have the right to modify the
         Automatic Acceptance Limits if the Ceding Company elects to participate
         in another arrangement or arrangements to secure additional automatic
         binding capacity. However, the Pool Reinsurers must exercise their
         option to amend the Automatic Acceptance Limits within ninety days of
         notification of the change in retention limits or the placement of
         additional automatic binding capacity.

2.       FACULTATIVE REINSURANCE

         Facultative reinsurance is not available under the provisions of this
         Agreement.

3.       BASIS OF REINSURANCE

         Life reinsurance under this Agreement will be on the Monthly Renewable
         Term plan for the net amount at risk on the portion of the original
         policy that is reinsured into the Pool. The net amount at risk for any
         policy period will be calculated according to Exhibit C (Reinsurance
         Rates and Allowances), Part I.

         Riders or supplementary benefits ceded with life benefits will be
         reinsured as shown in Exhibit C. Any differences in the net amount at
         risk calculation for these benefits will be shown in Exhibit C.


                                     - 2 -
<PAGE>

                            ARTICLE III - PROCEDURES

1.       NOTIFICATION

         Individual notification for the placement of automatic reinsurance will
         not be necessary. Subject to Article V (Reinsurance Rates and Payment)
         and Exhibit B (Reinsurance Reporting Forms and Reinsurance
         Administration), new business or changes to existing reinsurance will
         be shown on the Ceding Company's periodic billing report.

2.       REFERENCE MATERIALS

         Upon request and subject to availability, the Ceding Company will use
         its best efforts to obtain reference materials which may be required by
         the Pool Reinsurers for proper administration of reinsurance under this
         Agreement.

                             ARTICLE IV - LIABILITY

1.       AUTOMATIC REINSURANCE

         Subject to the provisions of Article VI, Section 4 and Article VII, the
         liability of the Pool Reinsurers for reinsurance placed automatically
         under this Agreement will begin and end simultaneously with that of the
         Ceding Company for the underlying policy on which reinsurance is based.

2.       CONDITIONAL RECEIPT LIABILITY

         The Pool Reinsurers will be liable for losses under the terms of a
         Conditional Receipt or Temporary Insurance Receipt to the extent that
         the Ceding Company is liable in its underlying reinsurance agreement
         with the Issuing Company.

3.       CONTINUATION OF LIABILITY

         Continuation of the Pool Reinsurers' liability is conditioned on the
         Ceding Company's payment of reinsurance premiums as shown in Article V
         (Reinsurance Rates and Payment) and is subject to Article VI (Changes
         to the Reinsurance) and Article VII (Recapture).

                   ARTICLE V - REINSURANCE RATES AND PAYMENTS

1.       REINSURANCE RATES

         The rates that the Ceding Company will pay to the Pool Reinsurers for
         reinsurance covered under this Agreement are shown in Exhibit C. The
         reinsurance rate payable for any cession for any accounting period will
         be calculated on the basis of the net amount at risk reinsured as of
         that period.

         For reasons relating to deficiency reserve requirements by the various
         state insurance departments, the rates shown in Exhibit C cannot be
         guaranteed for more than one year. While all parties anticipate that
         reinsurance rates shown in Exhibit C will continue to be charged, it
         may become necessary to charge a guaranteed rate that is the greater of
         the rate from Exhibit C or the


                                     - 3 -
<PAGE>

         corresponding statutory net premium rate based on the 1980 CSO Table at
         4.5% interest for the applicable mortality rating.

         If the original policy is issued with interim insurance, the Ceding
         Company will pay the Pool Reinsurers a reinsurance rate for the interim
         period that is the same percentage of the first year premium that the
         interim period bears to twelve months. The rate that the Ceding Company
         pays the Pool Reinsurers for the first policy year after the interim
         period will be calculated on the basis of the full annual reinsurance
         rate.

         Procedures and details of reinsurance rate calculation for any benefits
         or riders ceded under this Agreement are shown in Exhibit C.

         All financial transactions under this Agreement will be in United
         States dollars, unless the parties mutually agree to use other
         currencies. Specifications of the currencies and details of currency
         conversion procedures will be shown in Exhibit C if necessary.

2.       PAYMENTS

         The Ceding Company will be responsible for administration of the
         periodic reporting of its statements of account and payment of balances
         due to the Pool Reinsurers as shown in Exhibit B.

         Within thirty days after the close of each reporting period, the Ceding
         Company will send each Pool Reinsurer a statement of account for that
         period along with payment of the full balance due. If the statement of
         account shows a balance due the Ceding Company, each Pool Reinsurer
         will remit the appropriate amount within thirty days of receipt of the
         statement of account.

         In order to eliminate reporting of trivial amounts, the Ceding Company
         will send statements of account to the Pool Reinsurers only when the
         total balance due equals or exceeds $100.00.

         The Ceding Company's timely payment of reinsurance premiums is a
         condition precedent to the continued liability of the Pool Reinsurers.
         If the Ceding Company has not paid the balance due to the Pool
         Reinsurers by the thirty-first day following the close of the reporting
         period, the Pool Reinsurers have the right to give thirty days' written
         notice of their intention to terminate the reinsurance on which the
         balance is due and unpaid. At the end of this thirty-day period, the
         liability of the Pool Reinsurers will automatically terminate for all
         reinsurance on which balances remain due and unpaid, including
         reinsurance on which balances became due and unpaid during and after
         the thirty-day notice period. Even though reinsurance has been
         terminated, the Ceding Company will continue to be liable for the
         payment of unpaid balances along with interest charges at 4.5%,
         calculated from the due date shown above to the date of payment.

         Reinsurance terminated for non-payment of balances due may be
         reinstated at any time within sixty days of the date of termination, by
         the Ceding Company's payment of all balances due and interest charged
         in full to the Pool Reinsurers. However, the Pool Reinsurers will have
         no liability for claims incurred between the termination date and the
         reinstatement date.

3.       TAX REIMBURSEMENTS

         Details of any reimbursement of premium taxes that the Ceding Company
         pays on behalf of reinsurance payments to the Pool Reinsurers are shown
         in Exhibit C, Section VIII. (Premium Taxes).


                                     - 4 -
<PAGE>

         The parties mutually agree to the following pursuant to Section 1.848-2
         (g) (8) of the Income Tax Regulation issued December 29, 1992 under
         Section 848 of the internal Revenue Code of 1986, as amended. This
         election will be effective for all taxable years for which this
         Agreement remains in effect.

         The terms used in this Section are defined in Regulation Section
         1.848-2 in effect as of December 29, 1992. The term "net consideration"
         will refer to either net consideration as defined in Section 1.848-2
         (f) or "gross premium and other consideration" as defined in Section
         1.848-3 (b), as appropriate.

         a)       The party with the net positive consideration for this
                  Agreement for each taxable year will capitalize specified
                  policy acquisition expenses with respect to this Agreement
                  without regard to the General Deductions Limitation of IRC
                  Section 848 (c) (1).

         b)       The parties mutually agree to exchange information pertaining
                  to the amount of net consideration under this Agreement by May
                  1 of each year to ensure consistency. The parties also
                  mutually agree to exchange information otherwise required by
                  the Internal Revenue Service. Any disputes regarding the
                  information provided by the parties will be resolved no later
                  than June 1 of each year.

4.       EXPERIENCE REFUND

         Details of any Experience Refund payable to the Ceding Company will be
         shown in Exhibit C. Section XI. (Experience Refund).

                     ARTICLE VI - CHANGES TO THE REINSURANCE

1.       ERRORS AND OVERSIGHTS

         If any party to this Agreement fails to comply with any of the
         Agreement provisions because of an unintentional oversight or
         misunderstanding, the underlying status of this Agreement will not be
         changed. All parties will be restored to the position they would have
         occupied had no such oversight nor misunderstanding occurred.

2.       MISSTATEMENT OF AGE OR SEX

         If the misstatement of the age or sex of a reinsured life causes an
         increase or reduction in the amount of insurance in the underlying
         policy, all parties will share in the change in proportion to their
         original liabilities at the time the policy was issued.

3.       CHANGES TO THE UNDERLYING POLICY

         a)       All changes. If any change is made to the underlying policy,
                  the reinsurance will change accordingly. The Ceding Company
                  will notify the Pool Reinsurers of the change and the
                  appropriate premium adjustment on its periodic statement of
                  account.

         b)       Increases. If the amount at risk increases because of a change
                  in the underlying policy, the approval of the Pool Reinsurers
                  will be necessary only if the increase causes the amount
                  reinsured to exceed the Automatic Acceptance Limits shown in
                  Exhibit A, Part III. If approval is necessary, the Ceding
                  Company will send the Pool


                                     - 5 -
<PAGE>

                  Reinsurers copies of all papers relating to the change in
                  coverage to the extent that they are available from the
                  Issuing Company.

         c)       Extended Term and Reduced Paid-Up Insurance. If any policy
                  reinsured under this Agreement converts to Extended Term
                  Insurance or Reduced Paid-Up Insurance, the net amount at risk
                  reinsured will be adjusted as appropriate and reinsurance will
                  be continued in accordance with the provisions of the
                  underlying policy. Reinsurance payments for the adjusted
                  policy will be calculated on the basis of the original issue
                  age of the insured and the duration of the original policy at
                  the time the adjustment became effective, i.e. point-in-scale
                  basis.

4.       REDUCTIONS, TERMINATIONS AND REINSTATEMENTS

         If any part of the underlying coverage on a life reinsured under this
         Agreement is reduced or terminated, the amount reinsured will also be
         reduced or terminated to the extent that the Ceding Company will
         continue to maintain its appropriate retention limit as shown in
         Exhibit A for the issue age and table rating of the insured. The Ceding
         Company will not be required to assume amounts in excess of the
         retention limit that was in force when the affected policy or policies
         were issued.

         The amount of the reduction will be applied on a proportional basis to
         each Pool Reinsurer's net amount at risk at the same proportion that
         the Pool Reinsurer's initial amount of reinsurance bore to the total
         initial amount reinsured.

         If a policy reinsured under this Agreement is lapsed or terminated, the
         reinsurance coverage will also terminate. If additional policies on the
         same life are reinsured to the Pool, and if the termination causes the
         Ceding Company to maintain less than its retention limit shown in
         Exhibit A, the policy(ies) issued next in sequence to the terminated
         policy will be decreased until the Ceding Company maintains its full
         retention on the risk.

         The Ceding Company will also follow the procedures shown in the above
         paragraphs when the reduction or termination applies to fully retained
         policies, where the reduction or termination will cause the Ceding
         Company to maintain less than its current retention for any policy or
         policies reinsured.

         If a policy reinsured automatically lapses and is reinstated in
         accordance with the issuing company's standard rules and procedures,
         reinsurance for the amount at risk effective at the time of the lapse
         will be reinstated automatically at the date of reinstatement of the
         policy. The Ceding Company will provide the Pool Reinsurers with copies
         of reinstatement papers only upon request.

         The Ceding Company will notify the Pool Reinsurers of the reinstatement
         on its periodic statement of account, and it will pay all reinsurance
         payments due from the date of reinstatement to the date of the current
         statement of account, including a proportionate share of any interest
         collected. Thereafter, reinsurance payments will be in accordance with
         Article V. (Reinsurance Rates and Payments).


                                     - 6 -
<PAGE>

                             ARTICLE VII - RECAPTURE

         1.       BASIS OF RECAPTURE

         If the Ceding Company increases its retention limits shown in Exhibit
         A, it may make a corresponding reduction in eligible reinsurance
         cessions. Policies are eligible for recapture if

         a)       the Ceding Company has maintained the maximum retention limit
                  for the age and mortality rating of the insured when the
                  underlying policy was issued. Policies on which the Ceding
                  Company retained a reduced retention or no retention will not
                  be eligible for recapture; and

         b)       the policy has been in force under this Agreement for the
                  Recapture Period shown in Exhibit C, Section IX. The recapture
                  period will always be measured from the original policy issue
                  date.


         2.       METHOD OF RECAPTURE


         The Ceding Company will give the Pool Reinsurers written notice of its
         intention to recapture within ninety days of the effective date of the
         retention increase. If the Ceding Company elects to recapture at a
         later date, it will give the Pool Reinsurers additional written notice
         before beginning the recapture.

         When the Ceding Company has given the Pool Reinsurers written notice of
         intent to recapture, and the date that the recapture will begin:

         a)       All eligible policies will be recaptured;

         b)       Reinsurance will be reduced on the next anniversary date of
                  each eligible policy;

         c)       Reinsurance on each eligible policy will be reduced by an
                  amount that will increase the Ceding Company's retention to
                  the then current limit set forth in Exhibit A, as amended.

         d)       If there is reinsurance in force in other reinsurers on any
                  one insured life, the reduction of the reinsurance in force
                  under this Agreement will be in the same proportion that the
                  amount reinsured with the Pool Reinsurers bears to the total
                  reinsurance coverage on the life;

         e)       If at the time of recapture the insured is disabled and
                  premiums are being waived under any type of Disability Benefit
                  Rider, only the life benefit will be recaptured. The reinsured
                  portion of the Disability Benefit Rider will remain in force
                  until the policy is returned to premium-paying status, at
                  which time it will be eligible for recapture.

         If the Ceding Company omits or overlooks the recapture of any eligible
         policy or policies, the acceptance of reinsurance payments by the Pool
         Reinsurers after the date the recapture would have taken place will not
         cause the Pool Reinsurers to be liable for the amount of the risk that
         would have been recaptured. The Pool Reinsurers will be liable only for
         a refund of reinsurance payments received, without interest.

         If the Ceding Company's retention increase is due to its purchase by or
         purchase of another company, or its merger, assumption or any other
         affiliation with another company, no immediate


                                     - 7 -
<PAGE>

         recapture will be allowed. However, the Ceding Company may recapture
         eligible policies once the Recapture Period set out in Exhibit C,
         Section IX. has expired.

                              ARTICLE VIII - CLAIMS


1.       NOTICE OF CLAIM


         Subject to the provisions of Section 2 of this Article, the Ceding
         Company will notify the Pool Reinsurers promptly when it receives
         notice that a claim has been incurred on a policy reinsured under this
         Agreement, and it will also forward copies of the death certificate and
         the claimant's statement as each document becomes available. The Ceding
         Company will send copies of additional information on the claim,
         including copies of the application and underwriting papers, upon the
         request of any of the Pool Reinsurers, and to the extent that the
         information is available from the Issuing Company.

2.       SETTLEMENT OF CLAIMS

         For non-contestable claims on polices with face amounts or $1,500,000
         or less, including compromises, the Pool Reinsurers will accept the
         good faith decision of the Ceding Company. The Ceding Company will
         consult with the Pool Reinsurers whenever the claim is incurred during
         the contestable period of the policy. However, the consultation will
         not impair the Ceding Company's freedom to determine the proper action
         on the claim and the settlement made by the Ceding Company will still
         be binding upon the Pool Reinsurers.

         For claims on policies with face amounts in excess of $1,500,000, the
         Lead Claim Reinsurer specified in Exhibit A will review the claim
         papers on behalf of the other Pool Reinsurers. The Ceding Company will
         consult with the Lead Claim Reinsurer before the Ceding Company makes
         any admission or acknowledgment of the validity of the claim. The
         action taken by the Lead Claim Reinsurer will be binding on the other
         Pool Reinsurers.

         Once the Pool Reinsurers have received the proofs cited in Section 1
         and upon evidence of the Ceding Company's settlement with the Issuing
         Company, they will discharge their net reinsurance liability by paying
         one lump sum to the Ceding Company. The Pool Reinsurers will also
         reimburse the Ceding Company for any unearned premiums.

         The Ceding Company will consult with the Pool Reinsurers before
         conceding any liability or making any settlement with the Issuing
         Company whenever the claim is incurred during the contestable period of
         the policy. However, the consultation will not impair the Ceding
         Company's freedom to determine the proper action on the claim and the
         settlement made by the Ceding Company will still be binding upon the
         Pool Reinsurers.

         Claim settlements will be administered in good faith, according to the
         standard procedures the Ceding Company applies to all claims, whether
         reinsured or not.

3.       CONTESTABLE CLAIMS

         The Ceding Company will immediately notify the Pool Reinsurers if it
         intends to contest, compromise or litigate a claim involving
         reinsurance and will give each Pool Reinsurer an opportunity to review
         the claim papers. If any Pool Reinsurer prefers not to participate in
         the contest, that Pool Reinsurer will notify the Ceding Company of its
         decision within fifteen days of its receipt of the claim papers, and
         that Pool Reinsurer will immediately pay the full amount of


                                     - 8 -
<PAGE>

         reinsurance due to the Ceding Company. Once the Pool Reinsurer has paid
         its reinsurance liability, it will not be liable for legal and/or
         investigative expenses, it will have no further liability for expenses
         associated with the contest, compromise or litigation and it will not
         share in any subsequent increase or reduction of the policy face
         amount.

         When the Pool Reinsurers agree to participate in a contest, compromise
         or litigation involving reinsurance, the Ceding Company will give each
         participating Pool Reinsurer prompt notice of the beginning of any
         legal proceedings involving the contested policy. The Ceding Company
         will promptly furnish the participating Pool Reinsurers with copies of
         all documents pertaining to a lawsuit or notice of intent to file a
         lawsuit by any of the claimants or parties to the policy.

         The participating Pool Reinsurers will share in the payment of legal or
         investigative expenses relating to a contested claim in the same
         proportion as their liability bears to the Ceding Company's liability.
         The participating Pool Reinsurers will not reimburse expenses
         associated with non-reinsured policies.

         If the contest, compromise or litigation results in a reduction in the
         liability of the contested policy, the participating Pool Reinsurers
         will share in the reduction in the same proportion that the amount
         reinsured with each Pool Reinsurer bore to the amount payable under the
         terms of the policy on the date of death of the insured.

         If the contest, compromise or litigation results in a dismissal of the
         claim and a return of the premium to the claimant and/or to the
         beneficiary(ies), the participating Pool Reinsurers will refund all
         premiums that the Ceding Company has paid to them.

4.       CLAIM EXPENSES

         The Pool Reinsurers will pay their proportionate share of the following
         expenses arising out of the settlement or litigation of a claim,
         providing that the expenses are reasonable:

         a)       investigative expenses;

         b)       attorneys' fees;

         c)       penalties and interest imposed automatically by statute and
                  rising solely out of a judgment rendered against the issuing
                  company in a suit for policy benefits;

         d)       interest paid to the claimant on death benefit proceeds
                  according to the practices of the Issuing Company and either
                  at the same rate as used by the Issuing Company, or at the
                  rate prescribed by state law.

         The Pool Reinsurers' share of claim expenses will be in the same
         proportion that their liability bears to the liability of the Ceding
         Company.

         The Ceding Company will be responsible for payment of the following
         claim expenses, which are not considered items of "net reinsurance
         liability" as referenced in Section 2. of this Article:

         a)       routine administrative expenses for the home office or
                  elsewhere, including the salaries of the Ceding Company's
                  employees;


                                     - 9 -
<PAGE>

         b)       expenses incurred in connection with any dispute or contest
                  arising out of a conflict in claims of entitlement to policy
                  proceeds or benefits which the issuing Company admits are
                  payable.

5.       EXTRA CONTRACTUAL DAMAGES

         The Pool Reinsurers will not held be liable for nor will they pay any
         extra contractual damages, including but not limited to consequential,
         compensatory, exemplary or punitive damages which are awarded against
         the Issuing Company or which may be paid voluntarily, in settlement of
         a dispute or claim where damages were awarded as the result of any
         direct or indirect act, omission or course of conduct undertaken by the
         Issuing Company, its agents or representatives, in connection with any
         aspect of the policies reinsured under this Agreement.

         Special circumstances may arise in which the Pool Reinsurers should
         participate to the extent permitted by law in certain assessed damages.
         These circumstances are difficult to describe or define in advance but
         could include those situations in which the Pool Reinsurers were an
         active party in the act, omission or course of conduct which ultimately
         resulted in the assessment of the damages. The extent of the
         participation of any of the Pool Reinsurers is dependent upon a
         good-faith assessment of the relative culpability in each case; but all
         factors being equal, the division of any such assessment would
         generally be in the same proportion of the net liability accepted by
         each party.

                            ARTICLE IX - ARBITRATION

1.       BASIS FOR ARBITRATION

         The parties to this Agreement mutually understand and agree that its
         wording and interpretation is based on the usual customs and practices
         of the insurance and reinsurance industry. While all parties mutually
         agree to act in good faith in dealings with each other, it is
         understood and recognized that situations may arise in which an
         agreement cannot be reached.

         In the event that any dispute cannot be resolved to the mutual
         satisfaction of the parties involved, the dispute will first be subject
         to good-faith negotiation as described below in an attempt to resolve
         the dispute without the need to institute formal arbitration
         proceedings.

2.       NEGOTIATION

         Within ten days after one of the parties to this Agreement has given
         the other the first written notification of the specific dispute, each
         party will appoint a designated officer to attempt to resolve the
         dispute. The officers will meet at a mutually agreeable location as
         early as possible and as often as necessary, in order to gather and
         furnish the other with all appropriate and relevant information
         concerning the dispute. The officers will discuss the problem and will
         negotiate in good faith without the necessity of any formal arbitration
         proceedings. During the negotiation process, all reasonable requests
         made by one officer to the other for information will be honored. The
         specific format for such discussions will be decided by the designated
         officers.

         If the officers cannot resolve the dispute within thirty days of their
         first meeting, the parties agree that they will submit the dispute to
         formal arbitration. However, the parties may agree in writing to extend
         the negotiation period for an additional thirty days.


                                     - 10 -
<PAGE>

3.       ARBITRATION PROCEEDINGS

         No later than fifteen days after the final negotiation meeting, the
         officers taking part in the negotiation will give the concerned parties
         written confirmation that they are unable to resolve the dispute and
         that they recommend establishment of formal arbitration.

         An arbitration panel consisting of three past or present officers of
         life insurance companies not affiliated with any of the parties to this
         Agreement in any way will settle the dispute. Each party will appoint
         one arbitrator and the two will select a third. If the two arbitrators
         cannot agree on the choice of a third, the choice will be made by the
         Chairman of the American Arbitration Association.

         The arbitration proceedings will be conducted according to the
         Commercial Arbitration Rules of the American Arbitration Association
         which are in effect at the time the arbitration begins.

         The arbitration will take place at a site decided upon by the
         arbitrators unless the involved parties mutually agree otherwise.

         Within sixty days after the beginning of the arbitration proceedings
         the arbitrators will issue a written decision on the dispute and a
         statement of any award to be paid as a result. The decision will be
         based on the terms and conditions of this Agreement as well as the
         usual customs and practices of the insurance and reinsurance industry,
         rather than on strict interpretation of the law. The decision will be
         final and binding on the parties involved and there will be no further
         appeal, except that either party may petition any court having
         jurisdiction regarding the award rendered by the arbitrators.

         The parties involved in the arbitration may agree to extend any of the
         negotiation or arbitration periods shown in this Article.

         Unless otherwise decided by the arbitrators, the parties involved in
         the arbitration will share equally in all expenses resulting from the
         arbitration, including the fees and expenses of the arbitrators, except
         that each party will be responsible for its own attorneys' fees.


                                     - 11 -
<PAGE>

                             ARTICLE X - INSOLVENCY

1.       If the Ceding Company is judged insolvent, the Pool Reinsurers will pay
         all reinsurance under this Agreement directly to the Ceding Company,
         its liquidator, receiver or statutory successor on the basis of the
         Ceding Company's liability under the policy or policies reinsured
         without decrease because of the insolvency of the Ceding Company. It is
         understood, however, that in the event of the insolvency of the Ceding
         Company, its liquidator, receiver or statutory successor will give the
         Pool Reinsurers written notice of a pending claim on a policy reinsured
         within a reasonable time after the claim is filed in the insolvency
         proceedings. While the claim is pending, the Pool Reinsurers may
         investigate and interpose at their own expense in the proceedings where
         the claim is to be adjudicated, any defense which they may deem
         available to the Ceding Company, its liquidator, receiver or statutory
         successor. It is further understood that the expense incurred by the
         Pool Reinsurers will be chargeable, subject to court approval, against
         the Ceding Company as part of the expense of liquidation to the extent
         of a proportionate share of the benefit which may accrue to the Ceding
         Company solely as a result of the defense undertaken by the Ceding
         Company. Where two or more Pool Reinsurers are involved in the same
         claim and a majority in interest elect to interpose defense to the
         claim, the expenses will be apportioned in accordance with the terms of
         the reinsurance agreement as though the Ceding Company had incurred the
         expense.

2.       If any of the Pool Reinsurers are judged insolvent, they will be
         considered in default under this Agreement. Amounts due to the
         insolvent Pool Reinsurer(s) will be paid directly to their liquidator,
         receiver or statutory successor without diminution because of
         insolvency of the Pool Reinsurer(s).

3.       For the purpose of this Agreement, the Ceding Company or any of the
         pool Reinsurers will be deemed insolvent under the following
         circumstances:

         a)       When a cease and desist order or injunction has been issued by
                  the commissioner or a court in that party's state or
                  jurisdiction or domicile, ordering the party to cease and
                  desist from transacting, soliciting or writing any new
                  business of any kind and is reasonably expected to result in
                  conservatorship, rehabilitation, receivership or liquidation;
                  or

         b)       When a court order is issued voluntarily or involuntarily
                  placing a party into conservatorship, rehabilitation,
                  receivership or liquidation, or appointing a conservator,
                  rehabilitator, receiver or liquidator to take over the
                  business of the party; or

         c)       When a party files or consents to the filing of a petition in
                  bankruptcy, seeks reorganization or an arrangement with
                  creditors or takes advantage of any bankruptcy, dissolution,
                  liquidation or similar law or statute.

                       ARTICLE XI - INSPECTION OF RECORDS

1.       INSPECTION OF RECORDS

         Any party to this Agreement will have the right at any reasonable time
         to inspect the papers, records, books, files or other documents
         relating directly or indirectly to the reinsurance coverage under this
         Agreement.


                                     - 12 -
<PAGE>

                              ARTICLE XII - OFFSET

1.       The Ceding Company and any of the Pool Members will have, and may
         exercise at any time, the right to offset mutually agreed-to balances
         due one party from the other against mutually agreed-to balances due
         the other party. The right of offset is limited to balances due under
         this Agreement. Subject to state regulations, the right of offset will
         not be affected nor diminished because of the insolvency of the parties
         to this Agreement.


                                     - 13 -
<PAGE>

                    ARTICLE XIII - EXECUTION OF THE AGREEMENT

         In witness whereof, we have caused this Agreement to be executed in
         duplicate at the dates and places shown below, by our respective
         officers duly authorized to do so.

<TABLE>
<S>                                                <C>
WMA LIFE INSURANCE COMPANY LIMITED
Hamilton, Bermuda



By: /s/ Edward F. McKernan                         Attest:    /s/ Wood Montgomery
   -------------------------------------------            -------------------------------------------

Title:  VP & Actuary                               Title:     VP
      ----------------------------------------           --------------------------------------------

Date: 9/8/98                                       Date: 9/8/98
     -----------------------------------------          ---------------------------------------------

AMERICAN PHOENIX LIFE AND REASSURANCE COMPANY
Hartford, Connecticut



By:      [Illegible]                               Attest:  /s/ Diane E. Bennett
   -------------------------------------------            -------------------------------------------

Title:   Director, Treaties & Compliance           Title: Director, Reinsurance Marketing
      ----------------------------------------           --------------------------------------------

Date: September 1, 1998                            Date: September 1, 1998
     -----------------------------------------          ---------------------------------------------

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
Fort Wayne, Indiana



By: /s/ James B. Keller                            Attest: [Illegible]
   -------------------------------------------            -------------------------------------------

Title: Vice President                              Title: Assistant Secretary
      ----------------------------------------           --------------------------------------------

Date: December 16, 1998                            Date: 12/11/98
     -----------------------------------------          ---------------------------------------------

SWISS RE LIFE & HEALTH AMERICA, INC.
New York, New York



By: /s/ Robert J. Pennichotte                      Attest:
   -------------------------------------------            -------------------------------------------

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

Date: April 24, 1998                               Date:
     -----------------------------------------          ---------------------------------------------
</TABLE>


                                     - 14 -
<PAGE>

<TABLE>
<S>                                                <C>
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY



By: /s/ Paul E. Rutledge                           Attest: /s/ Robert DeForce
   -------------------------------------------            -------------------------------------------

Title: President, Transamerica Reinsurance         Title: V.P.
      ----------------------------------------           --------------------------------------------

Date: Nov. 23, 1998                                Date: Nov. 25, 1998
     -----------------------------------------          ---------------------------------------------
</TABLE>


                                     - 15 -
<PAGE>

                            LETTER OF CREDIT ADDENDUM

This Addendum is considered to be between the Ceding Company and American
Phoenix Life and Reassurance Company ("APLAR") and is attached to and made a
part of the Agreement Prior to the original execution.

For those jurisdictions in which the Ceding Company is not permitted to take
credit on its Annual Statement for all or a part of the reinsurance ceded to
APLAR, APLAR will furnish the Ceding Company with a clean, irrevocable Letter of
Credit. The Letter of Credit will be issued by the designated bank in an amount
equal to the reserves ceded to APLAR and will be in a form acceptable to the
Ceding Company. APLAR will bear the cost of the Letter of Credit.

It is understood that the Ceding Company may draw on the Letter of Credit at any
time, notwithstanding any other provisions in this Agreement. The Ceding Company
undertakes to use and apply any amount which it may draw upon the Letter of
Credit pursuant to the terms of this Agreement under which the Letter of Credit
is held, and only for the following purposes:

         a)       To pay or to reimburse the Ceding Company for APLAR's share of
                  unearned premium or any liability for loss reinsured by this
                  Agreement.

         b)       To make refund of any sum which is in excess of the actual
                  amount required to pay APLAR's share of any unearned premium
                  or liability reinsured under this Agreement;

         c)       To pay other amounts due to the Ceding Company under this
                  Agreement.

The Ceding Company agrees to return to APLAR any amounts drawn on Letters of
Credit which are in excess of the actual amounts required for a) or b) above, or
in the case of c) above, any amounts that are subsequently determined not to be
due.

The amounts drawn under any Letter of Credit will be applied without diminution
because of the insolvency of either party. The designated bank shall have no
responsibility whatsoever in connection with the propriety of withdrawals made
by the Ceding Company or the disposition of funds withdrawn, except to see that
withdrawals are made only upon the order of properly authorized representatives
of the Ceding Company.


                                     - 16 -
<PAGE>

                                    EXHIBIT A

                            (EFFECTIVE APRIL 1, 1998)

                              REINSURANCE COVERAGE

I.       REINSURANCE COVERAGE

         This Agreement will cover quota shares as shown below in excess of the
         Ceding Company's retention for

                  Life Benefits;

                  Accidental Death Benefits issued with Life Benefits;

                  Other Supplementary Benefits or Riders issued with Life
                  Benefits and specifically listed below;

         on retrocessions of the following policy forms:

                   Plans and Riders                           Form Number

                   Financial Freedom Builder (Variable UL)           VL03
                   Primary Insured Rider                            PIR 10
                   Primary Insured Rider Plus                       PIR 11
                   Other Insured Rider                           ULR2.01.05.84
                   Accidental Death Benefit Rider                ULB2.01.05.84

         issued by Western Reserve Life Assurance Company of Ohio and ceded to
         WMA Life Insurance Company Limited under a first dollar quota share
         coinsurance agreement. Reinsurance coverage will provide neither loan
         nor cash surrender values.

<TABLE>
<CAPTION>
    Name of Pool Reinsurer                                    Quota Share Percentage
    ----------------------                                    ----------------------
    <S>                                                       <C>
    Lincoln National Life Insurance Company                              25%

    American Phoenix Life and Reassurance                                25%
    Company (Lead Claims Reinsurer)

    Swiss Re Life & Health America, Inc.                                 25%

    Transamerica Occidental Life Insurance Company                       25%
</TABLE>

                                                                    Continued...


                                     - 17 -
<PAGE>

                              EXHIBIT A - CONTINUED
                           (EFFECTIVE APRIL 1, 1998)

II.      RETENTION LIMITS

         A.       LIFE

<TABLE>
<CAPTION>
                                           Standard through Table 4                  Tables 5
                  Issue Ages            Flat Extras up to $5.00/$1,000             through 16
                  ----------            ------------------------------             ----------
                  <S>                   <C>                                        <C>
                      All                         $100,000                           $50,000
</TABLE>

         The total maximum combined retention, including that of Western Reserve
         Life, is $700,000.

         B.       WAIVER OF PREMIUM DISABILITY

                  Fully Retained

         C.       ACCIDENTAL DEATH BENEFITS

                  Life limits less Life retained.

III.     AUTOMATIC ACCEPTANCE LIMITS

         A.       LIFE AND ACCIDENTAL DEATH BENEFITS

<TABLE>
<CAPTION>
                                            Standard through Table 4 or               Table 5
                  Issue Ages                Flat Extras up to $5/$1,000          Through Table 16
                  ----------                ---------------------------          ----------------
                  <S>                       <C>                                  <C>
                    0 - 75                          $15,000,000                     $10,000,000
                   76 - 80                            7,500,000                       5,000,000
</TABLE>

                  The binding limits are exclusive of the Ceding Company's
                  retention.

         B.       WAIVER OF PREMIUM

                  Not reinsured under this Agreement

                                                                    Continued...


                                     - 18 -
<PAGE>

                              EXHIBIT A - CONTINUED
                            (EFFECTIVE APRIL 1, 1998)

IV.      EXCLUSIONS TO AUTOMATIC REINSURANCE COVERAGE

         Automatic reinsurance coverage will not be available in the following
         situations:

         1.       The policy has been submitted on a facultative, facultative
                  obligatory or initial inquiry basis to the Pool Reinsurers or
                  to any other reinsurer.

         2.       The risk is categorized as a "Jumbo Risk", where the Ceding
                  Company's underwriting papers indicate that the total life
                  insurance in force and applied for on the insured's life
                  exceeds $25,000,000 for ages 0 through 75 or $10,000,000 for
                  ages 76 through 85.

         3.       The policy is part of any special program offered by the
                  Ceding Company, including:

                  a)       experimental or limited retention programs, including
                           but not limited to cancer, diabetes, aviation or
                           coronary risks;

                  b)       external replacement and/or conversion programs other
                           than contractual conversions or exchanges of the
                           original policy.

         4.       The Ceding Company has retained an amount less than its usual
                  retention limits for the age and table rating of the insured.

         5.       The policy is a result of a conversion from group insurance,
                  unless the Pool Reinsurers agree otherwise.


                                     - 19 -
<PAGE>

                                   MIDDLE EAST

<TABLE>
                        <S>              <C>              <C>             <C>
                        Cyprus           Iran             Lebanon         Qatar               Yemen
                        Georgia          Iraq             Oman            Syria
</TABLE>

<TABLE>
<CAPTION>
                            Issue Age           Standard-Table H          Table J and Higher
                            ---------           ----------------          ------------------
                            <S>                 <C>                       <C>
                              0-75                $1,000,000                      $1,000,000
                             76-85                 1,000,000                       1,000,000
</TABLE>

2.       Last Survivor Policies

         Lincoln's Retention on last survivor Policies shall be determined by
         subtracting the greatest amount retained on prior Policies on any of
         the covered lives from the greatest Retention available on any of the
         covered lives.

3.       Last Survivor Policies with One Life Uninsurable

         For last survivor Policies having one life deemed uninsurable,
         Lincoln's Retention shall be on the life considered insurable using the
         issue age, mortality classification and country of origin of the
         insurable life.

4.       First to Die Policies

         Lincoln's Retention on first to die Policies shall be the least
         Retention available on any of the covered lives.

5.       Guaranteed Issue Policies

         Lincoln's Retention shall not exceed three million dollars ($3,000,000)
         for any Policy issued as guaranteed issue insurance. A Policy is issued
         as "guaranteed issue insurance" if the Policy is issued without the
         same full underwriting with which the Original Company would issue the
         Policy if the applicant did not meet pre-established eligibility
         criteria applicable to all persons of like status.

6.       Waiver of Premium

         Lincoln's Retention for waiver of premium benefits shall equal the
         amount of premium to be waived on Lincoln's Retention of individual
         life insurance-on the insured life, but in no event shall such an
         amount exceed five million dollars ($5,000,000).

7.       Policies with Increasing Face Amounts

         For Policies with increasing net amounts at risk, Lincoln's initial
         Retention shall equal an amount which, when added to its proportional
         share of future increases in net amount at risk under the Policy, shall
         not exceed one and one-half (1.5) times the Retention set forth above
         using the appropriate issue age, mortality classification, plan of
         insurance and country of origin.


                                     - 20 -
<PAGE>

8.       Conversion of Flat Extras to Table Rating

         The table rating equals the flat extra divided by one dollar and
         twenty-five cents ($1.25). This conversion is for Retention management
         only and not for individual case underwriting. Temporary extra premiums
         payable for two (2) years or less shall be disregarded. In determining
         the Retention classification for Policies with table ratings combined
         with flat extras, the table rating result using the conversion table
         above shall be added to the actual table rating.

9.       One Year Term Additions

         (a)      For Policies with dividend options which include one-year term
                  insurance not in excess of the terminal reserve, the amount of
                  the basic Policy retained shall be the same as if there were
                  no term additions. Reinsurance shall be ceded in the sum of
                  (i) the excess, if any, of the basic Policy amount over the
                  applicable Retention limit and (ii) the prorated portion of
                  the term addition corresponding to the portion, if any, of the
                  basic Policy reinsured.

         (b)      Unless different guidelines were established between Lincoln
                  and the Original Company for Policies with dividend options
                  requiring that the full dividend be used to purchase one-year
                  term insurance, the following rule shall be used to determine
                  the fractional portion of the basic Policy to be retained.

<TABLE>
<CAPTION>
                                For Issue Age          Treat as if Ultimate Amount Will Be
                                -------------          -----------------------------------
                                <S>                    <C>
                                    0-29                  3 times Basic Policy Amount
                                    30-49                 1 % times Basic Policy Amount
                                     50+                  1 times Basic Policy Amount
</TABLE>

10.      Paid-up Additions

         (a)      Dividend Additions: When the sum of the net amount at risk on
                  paid-up dividend additions and the net amount at risk on the
                  other direct and reinsurance life insurance on the life is
                  less than or equal to the limit of Retention plus one hundred
                  thousand dollars ($100,000), paid-up dividend additions shall
                  be fully retained. When the sum of the net amount at risk on
                  paid-up additions and the net amount at risk on other direct
                  and reinsurance exceeds the limit of Retention plus one
                  hundred thousand dollars ($100,000), the excess face amount of
                  the paid-up additions shall be reinsured.

         (b)      For paid-up additions issued as a result of other than
                  dividend options, the appropriate Retention for the issue age,
                  mortality classification, plan of insurance and country of
                  origin at issue of the original Policy shall apply.

11.      Non-Individual Cession Reinsurance

         For purposes of determining its Retention, Lincoln may ignore certain
         amounts of reinsurance it accepts on a non-individual cession basis.


                                     - 21 -
<PAGE>
                                  EXHIBIT B
                          (EFFECTIVE APRIL 1, 1998)

                         REINSURANCE ADMINISTRATION

Reinsurance administration and premium accounting will be on a
self-administered basis. Premiums will be paid and reported monthly. For each
reporting period the Ceding Company will submit to each Pool Reinsurer a
statement containing information in general compliance with the following:

I.      MONTHLY DETAIL REPORT

        Policy Number
        Name of Insured
        Date of Birth
        Sex
        Smoker/Non Smoker Code
        Automatic/Facultative/Facultative Obligatory Code
        YRT/Coinsurance Code
        Original Issue Date
        Issue Date

        Flat Extra Rate
        Flat Extra Duration
        Flat Extra Premium
        Flat Extra Allowances
        Age Nearest/Last Indicator
        Treaty Code
        Substandard Percentage
        Plan Name (Your Product Name)
        Plan Type (Whole Life, Term, UL, Variable UL, etc.)
        Original Amount of Insurance (amount issued)
        Amount Reinsured (original amount reinsured)
        Net Amount at Risk Reinsured (current amount at risk)


                                                                    Continued...


                                      -22-
<PAGE>

                              EXHIBIT B - CONTINUED
                            (EFFECTIVE APRIL 1, 1998)


II.      MONTHLY BILLING INFORMATION

         Policy Number
         Billing Date
         Transaction Code (New Business, Lapse, Amendment, etc.)
         Transaction Date
         Current Net Amount at Risk
         Billed Premium (Life, WP, ADB, Flat Extra, etc.)
         Billed Allowances (Life, WP, ADB, Flat Extra, etc.)

III.     PREMIUM SUMMARY REPORT

         (Information should be summarized)
                                             FY          RY          TOTAL
         Life Premium
         WP Premium
         ADB Premium
         Flat Extra Premium

         Total Premium
         Policy Fees

         Life Allowances
         WP Allowances
         ADB Allowances
         Flat Extra Allowances

         Total Allowances
         Premium Taxes (if applicable)

         Total Amount Due = (Total Premium + Policy Fees) - (Total Allowances +
         Premium Taxes)

         The premium summary should balance to the Monthly Detail Report.



                                                                    Continued...


                                      -23-
<PAGE>

                              EXHIBIT B - CONTINUED
                            (EFFECTIVE APRIL 1, 1998)

IV.      QUARTERLY VALUATION REPORT


<TABLE>
<CAPTION>
                                     Statutory          Tax Reserves
                                     Reserves           (annual only)

         <S>                         <C>                <C>
         Basic
         Waiver
         Disabled Lives
         ADB
         Deficiency
</TABLE>

         Total

V.       POLICY EXHIBIT

         From_______________               Reporting Period:___________________

                                     Activity For Period________________________



<TABLE>
<CAPTION>
                                            Case
                                            Count             Volume
                                            -----             ------
         <S>                                <C>               <C>
         Beginning In Force

                 New Business
                 Reinstatements
                 Other Increases
                 Conversions On
                 Conversions Off
                 Not Takens
                 Deaths
                 Lapses
                 Cancellations
                 Surrenders
                 Recaptures
                 Other Decreases

         Ending In Force
</TABLE>


                                                                    Continued...


                                      -24-
<PAGE>



                                                          SWISS RE LIFE & HEALTH

                                                                       EXHIBIT B

<TABLE>
<S>                     <C>                 <C>                     <C>                  <C>                     <C>         <C>
Reinsurance Application
From:  Company Name

                                                             Company Name
-----------------------------------------------------------------------------------------------------------------------------------


                        Last                First                   Middle               Date of Birth            Age        Sex

Applicant's Name
                        -------------------------------------------------------------    --------------------    --------   -------


Plan
                                                            Preferred              Smoker        Nonsmoker          Reunderwriting
      ----------------------------------------------------

Cur            Residence for Premium Tax                Policy Number              Policy Date                Preliminary Term From

------------   --------------------------------------   -----------------------   -------------------------   ---------------------

  Type of Application
      Facultative                Automatic          Placement Date        Self Administered         Terms YRT        Coinsurance
                                                                                (Bulk)
---------------------------   -----------------   ------------------    -----------------------   --------------   ---------------

Decrement          Cash Values         Reserves       Age Basis     Retention Code        Full            Reduced           Nil

                -----------------   --------------   ------------                    ----------------   --------------   ---------
</TABLE>


<TABLE>
<CAPTION>
       Reinsurance Amounts        Basic Coverage     Additional Coverage     Waiver Premium     Accidental Death    Other Benefits
                                                                                Benefit             Benefit
<S>                               <C>                <C>                     <C>                <C>                 <C>
Previous Insurance In Force
                                  --------------     -------------------     --------------     ----------------    --------------
Of Which We Retained -
                                  --------------     -------------------     --------------     ----------------    --------------
Insurance Now Applied For -
                                  --------------     -------------------     --------------     ----------------    --------------
Of Which We Retain -
                                  --------------     -------------------     --------------     ----------------    --------------
Reinsurance This Cession
                                  --------------     -------------------     --------------     ----------------    --------------
Extra Premium
                                  --------------     -------------------     --------------     ----------------    --------------
Rating If Substandard -
                                  --------------     -------------------     --------------     ----------------    --------------
Coinsurance Premium -
                                  --------------     -------------------     --------------     ----------------    --------------


                                       -----------  ----------  ----------------   --------------------  ------------------------
*For YRT cases state Gross Premiums       WP           AD             Other         Amount of Premium      Annual Decrement for
and Expiry Ages for Benefits                                                          to be Waived            Amount of Risk
                                       -----------  ----------  ----------------   --------------------  ------------------------

Additional Information or Remarks





Date:                                                        By:
       -----------------------------------                       ------------------------------------------------------------------
</TABLE>


                                      -25-
<PAGE>

                                                                       EXHIBIT B

PHOENIX HOME LIFE                                   APPLICATION FOR REINSURANCE

<TABLE>
<S>                                                   <C>                           <C>                           <C>
-----------------------------------------------------------------------------------------------------------------------------------
PLEASE TYPE                                                                         Send to Phoenix Home Life     App. Prepared By

                                                                                    ---------------, -------
-----------------------------------------------------------------------------------------------------------------------------------
CEDING COMPANY                                        NUMBER OF ORIGINAL POLICY            CESSION NUMBER      ___ AUTOMATIC
                                                                                                               ___ FACULTATIVE
-----------------------------------------------------------------------------------------------------------------------------------
PRIMARY INSURED (LAST, FIRST, MIDDLE INITIAL)  SEX    STATE OF     STATE OF BIRTH    DATE OF BIRTH    AGE   OCCUPATION   SMOKER
                                                      RESIDENCE                                                            YES   NO
-----------------------------------------------------------------------------------------------------------------------------------
SECOND INSURED                                                                                                           SMOKER
                                                                                                                           YES   NO
-----------------------------------------------------------------------------------------------------------------------------------
PAYOR BENEFIT                          NAME OF PAYOR               POLICY DATE       PLAN OF INSURANCE      RESERVE      SHORT TERM
__ PD & D  __ PAYOR DEATH ONLY                                                                              BASIS        FROM:
-----------------------------------------------------------------------------------------------------------------------------------
RATING                                             1ST INSURED                            2ND INSURED
                                      ---------------------------------------------------------------------------------------------
                                          LIFE     DISABILITY      ADB      LIFE     DISABILITY   ADB
-----------------------------------------------------------------------------------------------------------------------------------
PREVIOUS INSURANCE IN FORCE                                                                            DIS. RATE FOR $15,000 OF
                                                                                                       BASIC INSURANCE

-----------------------------------------------------------------------------------------------------------------------------------
OF WHICH WE RETAINED                                                                                   PREVIOUS CESSION NUMBERS,
                                                                                                       IF ANY
-----------------------------------------------------------------------------------------------------------------------------------
INSURANCE NOW APPLIED FOR                                                                              MIB CODES BEING REPORTED

-----------------------------------------------------------------------------------------------------------------------------------
OF WHICH WE WILL RETAIN                                                                                IS THIS AN AMENDMENT?  YES
                                                                                                        NO IF YES, GIVE CESSION
                                                                                                       NUMBER:

-----------------------------------------------------------------------------------------------------------------------------------
REINSURANCE THIS APPLICATION                                                                           HAS CASE BEEN OFFERED TO
                                                                                                       OTHER COMPANIES?   YES
                                                                                                        NO
-----------------------------------------------------------------------------------------------------------------------------------
REMARKS:
                                                                                                  FOR CANCELLATION
                                                                                          ___  FILED AS INCOMPLETE
                                                                                          ___  POLICY NOT PLACED
                                                                                          ___  REINSURANCE PLACED ELSEWHERE
                                                                                          ___  WITHIN OUR RETENTION

  Pre-notice given to the proposed insured(s) and we have MIB authorization(s).
-----------------------------------------------------------------------------------------------------------------------------------
                                                      DO NOT TYPE BELOW THIS LINE
-----------------------------------------------------------------------------------------------------------------------------------
SUBST        TERM OF   PAYOR     CO         REEX-     RECAP     REMARKS                           PLAN CODE
TABLE        REINS.    OR DIS    NUMBER     TENSION   CODE
                       CODE
---------------------------------------------------------------                                   ---------------------------------
                                                                                                  RATING

-----------------------------------------------------------------------------------------------------------------------------------
                            POL     AMOUNT     POL   AMOUNT     POL     AMOUNT     POL   AMOUNT     POL     AMOUNT     AGE
      AMOUNT AT RISK        YR                 YR               YR                 YR               YR                 CODE
                            -------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
PAYOR OR     DIS RATE/M     DIS      FLAT             FLAT              FLAT             FLAT               FLAT        FLAT EXTRA
DIS GROSS    1ST   RENL     TERM     EXTRA            EXTRA             EXTRA            EXTRA              EXTRA      ------------
PREM         YR             AGE                                                                                         YRS   PERM

             -----------------------------           -------            ------           -------            -------    ------------

-----------------------------------------------------------------------------------------------------------------------------------
PREMIUM      ADB RATE/M     ADB       LO      HI
WAIVED       ----------     TERM      POS     POS
             1ST   RENL     AGE
-----------------------------------------------------

-------------

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      -26-
<PAGE>

                                    EXHIBIT C

                            (EFFECTIVE APRIL 1, 1998)

                        REINSURANCE RATES AND ALLOWANCES

I.       NET AMOUNT AT RISK CALCULATION

         Reinsurance is on the Monthly Renewable Term basis. The Life Net Amount
         at Risk in any month will be the life benefit reinsured, less the total
         cash value, taken to the nearest dollar, less your retention. The
         Ceding Company will maintain a level retention in all years.

II.      RATES FOR LIFE REINSURANCE

         The YRT Rates shown in this Exhibit are annual rates for standard risks
         and are per $1,000 of the life benefit reinsured. The Ceding Company
         will pay the Pool Reinsurers these rates multiplied by the following
         factors and divided by twelve:

<TABLE>
<CAPTION>
             ----------------------    --------------       ------------------
                                         FIRST YEAR            RENEWAL YEARS
             ----------------------    --------------       ------------------
             <S>                        <C>                  <C>
             Ultimate Select               [+++]                   [+++]
             Select                        [+++]                   [+++]
             Ultimate Standard             [+++]                   [+++]
             Standard                      [+++]                   [+++]
             ----------------------    --------------       ------------------
</TABLE>

III.     POLICY FEE

         [++++++++++]

IV.      RATES FOR SUBSTANDARD TABLE RATINGS

         For substandard risks issued at table ratings, the substandard extra
         rate will be multiplied by the [++++++++++] as used for the base plan.

V.       RATES FOR FLAT EXTRA RATINGS

         Substandard risks issued at flat extra ratings will be coinsured. The
         Ceding Company will pay the Pool Reinsurers the appropriate portion of
         the flat extra premium charged the insured less the following
         allowances:


<TABLE>
<CAPTION>
             ----------------------    --------------       ------------------
                 DURATION                FIRST YEAR            RENEWAL YEARS
             ----------------------    --------------       ------------------
             <S>                        <C>                  <C>
             Over Five Year                [+++]                   [+++]
             Five Years or Less            [+++]                   [+++]
             ----------------------    --------------       ------------------
</TABLE>

                                                                    Continued...


                                      -27-
<PAGE>

                              EXHIBIT C - CONTINUED
                            (EFFECTIVE APRIL 1, 1998)


VI.      RATES FOR WAIVER OF PREMIUM DISABILITY BENEFIT

         Waiver of Premium Disability Benefits are not reinsured under this
         Agreement.

VII.     RATES FOR ACCIDENTAL DEATH BENEFIT

         Accidental Death Benefits will be reinsured on the Monthly Renewable
         Term basis. The Accidental Death Benefit at risk in any month will be
         the Accidental Death Benefit reinsured less the Ceding Company's
         retention, if any. The Ceding Company will pay the Pool Reinsurers the
         following monthly rates, based on $1,000 of Accidental Death Benefit:

                  Standard Risks:                    [+++++++]
                                                     [+++++++]

         Substandard Risks: The appropriate multiples of the annual standard
         rate.

VIII.    PREMIUM TAXES

         The Pool Reinsurers [+++++++] premium taxes for reinsurance ceded under
         this Agreement.

IX.      RECAPTURE PERIOD

         Recapture will be allowed [+++++++].

X.       CONVERSIONS

         For purposes of this Agreement, and unless otherwise specifically
         covered elsewhere, "conversions" will mean continuations, rollovers,
         exchanges and/or internal replacements.

         a)       The rates charged for conversions to plans reinsured under
                  this Agreement will be based on the original issue age of the
                  insured and the current duration of the original policy at the
                  time of the conversion, i.e. point-in-scale basis.




                                                                    Continued...


                                      -28-
<PAGE>


                              EXHIBIT C - CONTINUED
                            (EFFECTIVE APRIL 1, 1998)


X.       CONVERSIONS - (CONTINUED)

         b)       Conversions from plans reinsured under this Agreement to plans
                  reinsured under other Reinsurance Agreements in force between
                  the Ceding Company and any of the Pool Reinsurers will be
                  subject to the provisions of the other Agreements, including
                  provisions covering rates, allowances and/or discounts. The
                  rates charged will be based on the original issue age of the
                  insured and the current duration of the original policy, i.e.,
                  point-in-scale basis.

         c)       Policies which are converted and which the Ceding Company does
                  not maintain will be terminated.

XI.      EXPERIENCE REFUND

         Reinsurance under this Agreement is not eligible for an Experience
         Refund.




                                      -29-
<PAGE>

                              EXHIBIT C - CONTINUED


                          WESTERN RESERVE - NON SMOKER
                                     Page 1


                             Age Nearest Birthday

                                 POLICY YEAR

Issue Age                                                    ULT   All  Age
----------------------------------------------------------------------------
  F  M    1  2  3  4  5  6  7  8  9  10  11  12  13  14  15  Prem   F    M
 18
 19
 20
 21
 22  18
 23  19
 24  20

 25  21
 26  22
 27  23
 28  24
 29  25

 30  26
 31  27
 32  28
 33  29
 34  30

 35  31
 36  32
 37  33                       [+ + + + + + + + + +]
 38  34
 39  35

 40  36
 41  37
 42  38
 43  39
 44  40

 45  41
 46  42
 47  43
 48  44
 49  45

 50  46
 51  47
 52  48
 53  49
 54  50

                              [+ + + + + + + + + +]


                                      -30-
<PAGE>



                              EXHIBIT C - CONTINUED


                          WESTERN RESERVE - NON SMOKER
                                     Page 2

                             Age Nearest Birthday

                                 POLICY YEAR

Issue Age                                                    ULT   All  Age
----------------------------------------------------------------------------
 F   M    1  2  3  4  5  6  7  8  9  10  11  12  13  14  15  Prem   F    M

 55  51
 56  52
 57  53
 58  54
 59  55

 60  56
 61  57
 62  58
 63  59
 64  60

 65  61
 66  62
 67  63
 68  64
 69  65
                              [+ + + + + + + + + +]
 70  66
 71  67
 72  68
 73  69
 74  70

 75  71
 76  72
 77  73
 78  74
 79  75

 80  76
 81  77
 82  78
 83  79
 84  80


                              [+ + + + + + + + + +]



                                      -31-
<PAGE>



                              EXHIBIT C - CONTINUED


                             WESTERN RESERVE -SMOKER
                                     Page 1


                             Age Nearest Birthday

                                 POLICY YEAR

Issue Age                                                    ULT   All  Age
----------------------------------------------------------------------------
  F  M    1  2  3  4  5  6  7  8  9  10  11  12  13  14  15  Prem   F    M
 18
 19
 20
 21
 22  18
 23  19
 24  20

 25  21
 26  22
 27  23
 28  24
 29  25

 30  26
 31  27
 32  28
 33  29
 34  30

 35  31
 36  32                       [+ + + + + + + + + +]
 37  33
 38  34
 39  35

 40  36
 41  37
 42  38
 43  39
 44  40

 45  41
 46  42
 47  43
 48  44
 49  45

 50  46
 51  47
 52  48
 53  49
 54  50
                              [+ + + + + + + + + +]



                                      -32-
<PAGE>



                              EXHIBIT C - CONTINUED


                             WESTERN RESERVE -SMOKER
                                     Page 2

                             Age Nearest Birthday

                                 POLICY YEAR

Issue Age                                                    ULT   All  Age
----------------------------------------------------------------------------
 F   M    1  2  3  4  5  6  7  8  9  10  11  12  13  14  15  Prem   F    M

 55  51
 56  52
 57  53
 58  54
 59  55

 60  56
 61  57
 62  58
 63  59
 64  60

 65  61
 66  62
 67  63
 68  64
 69  65
                              [+ + + + + + + + + +]
 70  66
 71  67
 72  68
 73  69
 74  70

 75  71
 76  72
 77  73
 78  74
 79  75

 80  76
 81  77
 82  78
 83  79
 84  80


                             [+ + + + + + + + + +]



                                      -33-
<PAGE>



                              EXHIBIT C - CONTINUED


                           WESTERN RESERVE - JUVENILES

                             Age Nearest Birthday

                                 POLICY YEAR

Issue Age                                                    ULT   All  Age
----------------------------------------------------------------------------
  F    M  1  2  3  4  5  6  7  8  9  10  11  12  13  14  15  Prem   F    M
  0     0
  1     1
  2     2
  3     3
  4     4

  5     5
  6     6
  7     7                     [+ + + + + + + + + +]
  8     8
  9     9

 10    10
 11    11
 12    12
 13    13
 14    14

16-17  15
       16
       17


                              [+ + + + + + + + + +]


                                      -34-
<PAGE>
                                                                   EXHIBIT 10.47

                                                                      EXHIBIT D


                                  TRANSAMERICA
                                  REINSURANCE

                                   CLAIM FORM


<TABLE>
<S>                                                                             <C>
INFORMATION ABOUT THE SENDER:                                                   DATE:
                                                                                        -----------------------------------------
Your Name:
            ---------------------------------------------------------------------------------------------------------------------
Company's Name:
                 ----------------------------------------------------------------------------------------------------------------
Your Phone Number:
                    -------------------------------------------------------------------------------------------------------------
Your Fax Number:
                  ---------------------------------------------------------------------------------------------------------------

INFORMATION ABOUT THE POLICY:

Insured's Name:
                 ----------------------------------------------------------------------------------------------------------------
Insured's Date of Birth:
                          -------------------------------------------------------------------------------------------------------
Transamerica Reinsurance Policy Number if Known:
                                                  -------------------------------------------------------------------------------
Has premium been to date on this policy  [ ] YES     [ ] NO
Reason:
         ------------------------------------------------------------------------------------------------------------------------
If your company submits a statement to report premium, date of last statement where policy appeared:
Your Company's Policy Number:
                               --------------------------------------------------------------------------------------------------
Plan of Insurance:
                    -------------------------------------------------------------------------------------------------------------
Policy Issue Date:
                    -------------------------------------------------------------------------------------------------------------
Issue Amount:
               ------------------------------------------------------------------------------------------------------------------
Amount Retained:
                  ---------------------------------------------------------------------------------------------------------------
Has this policy ever lapsed?         Date of Termination            Date of Reinstatement
                             -------                     ----------                       -----------
Transamerica Accepted Account:
                                -------------------------------------------------------------------------------------------------
Current NAAR:
               ------------------------------------------------------------------------------------------------------------------

INFORMATION ABOUT THE CLAIM:

Date of Death:                                                         Is claim contestable?  [ ]  YES      [ ]  NO
                --------------------------------------------------
Liability Paid:                  Interest Paid:              at     % from             to
               -----------------               -------------    ----       -----------    -----------
Investigation Expense Paid:                           Legal Expense Paid:
                            -------------------------                    ----------------------------
Liability Requested:                 Interest Requested:                Expense Requested:
                    ----------------                    ---------------                   -----------

ATTACHED ARE THE FOLLOWING DOCUMENTS SO THAT YOU CAN COMPLETE THE PROCESSING OF A CLAIM.

[ ]  Death Certificate                                            [ ]  Claimant's Statement
[ ]  Medical Records (if claim is contestable and/or              [ ]  Underwriting File (if claim is contestable and/or if
     if Transamerica is to provide an opinion)                         Transamerica is to provide an opinion)
</TABLE>

        *TO REQUEST AN ADDITIONAL FORM PLEASE CALL US AT (704) 344-2938.

         Transamerica Reinsurance Claims Department Fax: (704) 331-0349
                         402 N. Tryon Street, Suite 800
                              Charlotte, NC 28202


                                      -35-
<PAGE>


                                                                      EXHIBIT D


                                  TRANSAMERICA
                                  REINSURANCE

                             DISABILITY CLAIM FORM


<TABLE>
<S>                                   <C>
INFORMATION ABOUT THE REQUEST:

This is a (check as appropriate):
[ ] Notification                      [ ] Change to previous Claims Notification
[ ] Payment Request                   [ ] Change to previous Payment Request
[ ] Request for Opinion               [ ] Other, please specify:
                                                                ----------------

INFORMATION ABOUT THE SENDER:

Your Name:
            ---------------------------------------------------------------------------------------------------------------
Company's Name:
                 ----------------------------------------------------------------------------------------------------------
Your Phone Number:
                    -------------------------------------------------------------------------------------------------------
Your Fax Number:
                  ---------------------------------------------------------------------------------------------------------

INFORMATION ABOUT THE POLICY:
Insured's Name:
                 ----------------------------------------------------------------------------------------------------------
Insured's Date of Birth:                    Transamerica Reinsurance Policy Number, if known:
                         -----------------                                                    -----------------------------
YES        NO
 [ ]        [ ]     Our Claim has been approved for payment.
 [ ]        [ ]     Your advice for settling this claim is requested.
 [ ]        [ ]     Claim papers attached.

Your Company's Policy Number:
                                                 --------------------------------------------------------------------------
Plan of Insurance:
                                                 --------------------------------------------------------------------------
Issue Amount:
                                                 --------------------------------------------------------------------------
Amount Retained:
                                                 --------------------------------------------------------------------------
Transamerica Accepted Amount:
                                                 --------------------------------------------------------------------------
Transamerica Share of Liability Due:
                                                 --------------------------------------------------------------------------

INFORMATION ABOUT THE CLAIM:

Date of Disability:                                Date 1st                           Cause of
                   -------------------                                --------------               ------------------------
                                                   Notice Recvd:                      Disability:

We request payment of your reinsurance liability as follows:
Premium Waived from:                                                         to
                                    -----------------------------------             ---------------------------------------
Monthly Income from:                                                         to
                                    -----------------------------------             ---------------------------------------
Amount Requested from:                                                       to
                                    -----------------------------------             ---------------------------------------

ATTACHED ARE THE FOLLOWING DOCUMENTS SO THAT YOU CAN COMPLETE THE PROCESSING OF A CLAIM.

Physicians Statement   [ ]                                             Disability Form   [ ]
</TABLE>

        *TO REQUEST AN ADDITIONAL FORM PLEASE CALL US AT (704) 344-2938.

         Transamerica Reinsurance Claims Department Fax: (704) 331-0349
                         401 N. Tryon Street, Suite 800
                              Charlotte, NC 28202


                                      -36-
<PAGE>


                                                                      EXHIBIT D


                                  TRANSAMERICA
                                  REINSURANCE

                                   CLAIMS FAX

                        TO:
                              CLAIMS ADMINISTRATOR

                       FAX:  (704) 331-0349

                 TELEPHONE:  (704) 344-

                      FROM:
                             --------------------------------------------------
                     TITLE:
                             --------------------------------------------------
                   COMPANY:
                             --------------------------------------------------
                       FAX:
                             --------------------------------------------------
                 TELEPHONE:
                             --------------------------------------------------
           NUMBER OF PAGES:
    (INCLUDING COVER PAGE):
                             --------------------------------------------------

 THIS CLAIM IS (CHECK ONE): [ ]  contestable
                            [ ]  non-contestable

   THIS FAX IS (CHECK ONE): [ ]  initial notification
                            [ ]  additional papers
                            [ ]  payment request
                            [ ]  death certificate
                            [ ]  claimant's statement
                            [ ]  other
                                       --------------------------------

            INSURED'S NAME:
                             --------------------------------------------------

   INSURED'S DATE OF BIRTH:
                             --------------------------------------------------

   INSURED'S DATE OF DEATH:
                             --------------------------------------------------

                ISSUE DATE:
                             --------------------------------------------------

             POLICY NUMBER:
                             --------------------------------------------------

IS PREMIUM PAID UP-TO-DATE:   [ ] Yes     [ ] No

                    REASON:
                             --------------------------------------------------

DATE OF LAST PREMIUM STATEMENT POLICY APPEARS
ON:
   ----------------------------------------------------------------------------

COMMENTS:
         ----------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

         Transamerica Reinsurance Claims Department Fax: (704) 331-0349
                         401 N. Tryon Street, Suite 800
                              Charlotte, NC 28202


                                      -37-


<PAGE>



                                                                       EXHIBIT D

PHOENIX                                         Request for Reinsurance Benefits

<TABLE>
<S>                                                <C>                            <C>
Send completed request to:
Phoenix Home Mutual Insurance Company              Toll Free: 1-800-243-3342      Company:
Reinsurance Claims 3E302                                      1-860-403-1000      [ ]  Phoenix Home Life Mutual Insurance Company
_______ Meadow Blvd., Enfield, CT 06083-1900       FAX:       1-860-403-2881      [ ]  American Phoenix Life and Reassurance
                                                                                  [ ]  Phoenix Life and Reassurance of New York
-----------------------------------------------------------------------------------------------------------------------------------
FULL NAME OF INSURED                                                                              DATE OF BIRTH

-----------------------------------------------------------------------------------------------------------------------------------
DATE OF DEATH               CAUSE OF DEATH         DATE OF DISABILITY             CAUSE OF DISABILITY

-----------------------------------------------------------------------------------------------------------------------------------
Line of Business (Check Appropriate):  [ ] Individual Life/Cession  [ ] Bulk/Self Administration  [ ] Group Life/ADD  [ ] ADB   [ ]
Waiver Premium
-----------------------------------------------------------------------------------------------------------------------------------
Rating Info: (Check Appropriate)                                 Reinsurance Data
[ ] Smoker                         [ ] Standard                  [ ] Auto                Pool Number __________
[ ] Non-Smoker                     [ ] Substandard Rating _____  [ ] Fac.                Pool % _______
                                   [ ] Flat Extra                                        Date Premium Last Reported ______________

-----------------------------------------------------------------------------------------------------------------------------------
List all policies issued on this insured, with date of termination if not in force at the date of death. Also indicate whether any
policies have been reinstated within two years prior to date of death.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                            DATE OF        LAPSED WITHIN PAST TWO YEARS       FACE AMOUNT REINSURED
CEDING COMPANY     ISSUE DATE     FACE AMOUNT INSURED     TERMINATION                                           (NOT NET RISK)
POLICY NUMBER
--------------     ----------     -------------------     -----------     ------------------------------     ---------------------
                                   LIFE          ADB                      (CHECK ONE)            DATE         LIFE           ADB
                                                                                              REINSTATED
----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>            <C>            <C>      <C>            <C>       <C>        <C>             <C>            <C>
                                                                          [ ] Yes  [ ] No
----------------------------------------------------------------------------------------------------------------------------------
                                                                          [ ] Yes  [ ] No
----------------------------------------------------------------------------------------------------------------------------------
                                                                          [ ] Yes  [ ] No
----------------------------------------------------------------------------------------------------------------------------------
                                                                          [ ] Yes  [ ] No
----------------------------------------------------------------------------------------------------------------------------------
                                                                          [ ] Yes  [ ] No
----------------------------------------------------------------------------------------------------------------------------------

TOTAL ISSUED                                              AMOUNT REINSURED WITH PHOENIX
                                  -------------------                                                        ---------------------

LESS TOTAL TERMINATED                                     REINSURED WITH OTHERS
                                  -------------------                                                        ---------------------

                                                          AMOUNT RETAINED AT OWN RISK
                                  -------------------                                                        ---------------------

INSURANCE NOW IN FORCE                                    TOTAL
----------------------------------------------------------------------------------------------------------------------------------

        FRAUD STATEMENT           REINSURANCE CESSION     PLAN NAME                           AMOUNT OF REINSURANCE WITH
    REQUIRED BY SOME STATES       NUMBER                                                      PHOENIX (CURRENT NAR)
ANY PERSON WHO KNOWINGLY AND
WITH INTENT TO DEFRAUD ANY        ------------------------------------------------------------------------------------------------
INSURANCE COMPANY OR OTHER
PERSON FILES A STATEMENT OF       ------------------------------------------------------------------------------------------------
CLAIM CONTAINING ANY
MATERIALLY FALSE INFORMATION      ------------------------------------------------------------------------------------------------
OR CONCEALS FOR THE PURPOSE OF
MISLEADING, INFORMATION           ------------------------------------------------------------------------------------------------
CONCERNING ANY FACT MATERIAL
THERETO, COMMITS A FRAUDULENT     ------------------------------------------------------------------------------------------------
INSURANCE ACT, WHICH IS A
CRIME.                            ------------------------------------------------------------------------------------------------
                                                          TOTAL REQUESTED
----------------------------------------------------------------------------------------------------------------------------------
___ Contestable   ___ Yes  ___ No                         ___ Conversion, Exchange or Replacement
----------------------------------------------------------------------------------------------------------------------------------
___ Routine Investigation   ___ Yes  ___ No               ___ Reentry List:
----------------------------------------------------------------------------------------------------------------------------------
___ Initial Notification                                  Policy Number ___________   Plan Name___________
___ Additional Information Enclosed                       Original Issue Date _______   Reins. With Phoenix ___ Yes ___ No
___ Copies of all claim papers enclosed includes:         Conversion or Reentry Underwritten   ___ Yes  ___ No
Contestable Claims - Application and all
underwriting papers, investigation, claimant
statement, death certificate and proof of payment.
----------------------------------------------------------------------------------------------------------------------------------
___  Non-Contestable - reinsured for $250,000             __ We have paid our claim in full on ____ and request payment of $______
plus also include application and underwriting.
----------------------------------------------------------------------------------------------------------------------------------

___  Waivers - application and underwriting,              ___ Interest expense at _____% per annum for ____ days $______.
claimant statement, attending physician statement,        ___ Investigation expense $_______
waiver premium provision and any investigation.           ___ Legal Expense $______
___ Copies of investigation are enclosed.
___ We are awaiting your consultation before
completing settlement.
----------------------------------------------------------------------------------------------------------------------------------
COMPANY NAME                                                             PHONE NUMBER

----------------------------------------------------------------------------------------------------------------------------------
ADDRESS

----------------------------------------------------------------------------------------------------------------------------------
DATE                                             COMPLETED BY                                 TITLE

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      -38-
<PAGE>


SWISS RE LIFE & HEALTH                                                EXHIBIT D

<TABLE>
<S>                                     <C>                            <C>          <C>
Claim for Life Reinsurance Benefits
Individual Life and ADB                                                Individual Claims Tel 416 947 3800 or 1 800 268 9798
                                                                       Fax 416 947 0519
                                                                       Mailing Address: Westside Station
                                                                                        P.O.Box 1580 Buffalo, N.Y. 14213, USA

Requirements:
Non-Contestable Policies                Contestable Policies                        ADB Policies
Attach:    Death Certificate            Attach:  proofs of death                    Attach:  proofs of death
           Claimant's                            investigation reports                       investigation reports, including an
           Statement                             application                                 accident report
                                                 underwriting papers                         a copy of your accidental death
                                                 Including underwriting worksheet            policy form
</TABLE>

<TABLE>
<CAPTION>
<S>                                              <C>                               <C>                        <C>
-----------------------------------------------------------------------------------------------------------------------------------
Name of Insured:                                 State of Residence                Date of Birth              Date of Death

-----------------------------------------------------------------------------------------------------------------------------------
Cause of Death:                                                                    Contestable:
                                                                                   [ ]  Yes                  [ ]  No
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                 Insurance Issued                            Insurance in Force at Death
------------------------------------------------------------------------------------------------------------------------------------
                                      Life Amount             ADB Amount            Life Amount              ADB Amount
                                  --------------------    -----------------    ---------------------    ----------------------
<S>                               <C>                     <C>                   <C>                     <C>

Total Issue
                                  --------------------    -----------------    ---------------------    ----------------------
Retention
                                  --------------------    -----------------    ---------------------    ----------------------
Reinsured Swiss Re
                                  --------------------    -----------------    ---------------------    ----------------------
Reinsured Others
                                  --------------------    -----------------    ---------------------    ----------------------

List all policies issued on this life, with date of termination if not in force at the date of death. Also indicate whether
any policies have been reinstated within two years prior to the date of death.
</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

  Your                   Policy            Face Amount         Swiss Re            Date of            Lapsed within past 2 years
Policy No.             Issue Date            Issued             Amount           Termination         ----------------------------
                                                                                                       Y/N            Reinstated
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                  <C>                 <C>               <C>                 <C>              <C>

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Plan Name:
              ----------------------------------------------------------------------------------------------------------------------
Is this policy a conversion  [ ]      exchange  [ ]         or replacement  [ ] ?            [ ]  None of these
If so, what is original Plan?                                            Original Policy Issue Date:
                               --------------------------------------                               ------------------------------
Original reinsurer
                      --------------------------------------------------------------------------------------------------------------
[ ]  PRELIMINARY NOTICE ONLY.  Additional papers will follow.
[ ] Copies of all claim papers in connection with this claim are enclosed.
[ ] Investigation papers are attached. Will follow. [ ]
[ ] We are awaiting your approval before completing settlement.
[ ] We have paid our claim in full and request payment of the reinsurance amount detailed below.

PAYMENT DETAILS:

Swiss Re amount:                                                                   ADDITIONAL COMMENTS:
                                            ---------------------------
Interest at _____ % for _____ days:
                                            ---------------------------
Expenses:
                                            ---------------------------
Total amount requested:
                                            ---------------------------
From (Company):
                      -------------------------------------------------
Filled out by:
                      -------------------------------------------------
Title:
                      -------------------------------------------------
Department:
                      -------------------------------------------------
Date:
                      -------------------------------------------------
Phone:
                      -------------------------------------------------
Fax:
                      -------------------------------------------------
</TABLE>


                                      -39-