ARTICLE I

                             BASIS OF REINSURANCE

REINSURANCE  UNDER  THIS  AGREEMENT  MUST  BE  INDIVIDUAL INSURANCE. THE CEDING
COMPANY  SHALL AUTOMATICALLY REINSURE THE LIFE INSURANCE  FOR  THE  PLAN(S)  AS
STATED IN SCHEDULE A.


1.   REQUIREMENTS FOR AUTOMATIC REINSURANCE


     A. The individual risk must be a permanent resident of the United States.


     B.    The  individual  risk  must  be  underwritten  by the CEDING COMPANY
           according to the standard underwriting practices  and  guidelines as
           shown  in  Exhibit IA.  The CEDING COMPANY shall immediately  notify
           BMA of any changes  in  underwriting  practices  or guidelines.  Any
           risk falling into a category of special underwriting  programs shall
           be excluded from this Agreement.


     C.    Any  risk  offered  on  a  facultative  basis  to  BMA  or any other
           reinsurer shall not qualify for automatic reinsurance.


     D.    The maximum issue age on any risk shall be as stated in Schedule  A.
           Applications  with  issue  ages  over the limit stated in Schedule A
           must be submitted facultatively.


     E.    The mortality rating on any one risk  shall  not  exceed  the  Table
           Rating  stated  in  Schedule  A,  or  its equivalent on a flat extra
           premium basis.  Cases exceeding the Table  Rating stated in Schedule
           A, or its equivalent must be submitted facultatively.


     F.    The  maximum  amount  of  insurance issued and applied  for  in  all
           companies on any one risk shall  not  exceed  the  Jumbo  limits  as
           stated in Schedule A.


     G.    On any risk, the CEDING COMPANY must retain the amounts of insurance
           as stated in Exhibit I.


     H.    The  maximum  amounts  of  insurance to be reinsured on any one life
           shall not exceed the automatic  binding limits as stated in Schedule
           A.


     I. The minimum amount of insurance to be  ceded  shall  be  as  stated  in
     Schedule A.




2.  REQUIREMENTS FOR FACULTATIVE REINSURANCE


     A.    Plan of Insurance Listed in Schedule A:

           (1)  If  the  Requirements for Automatic Reinsurance are met but the
                CEDING COMPANY prefers to apply for facultative reinsurance, or

           (2)  If Requirements  for Automatic Reinsurance are not met then the
                CEDING  COMPANY  must   submit  to  BMA  all  the  underwriting
                documentation relating to  the  insurability  of the individual
                risk for facultative reinsurance.

     B. Plan of Insurance Not Listed in Schedule A:

           On a Yearly Renewable Term treaty the CEDING COMPANY  may  submit an
           application for facultative reinsurance on any plan(s).

           On  a  Coinsurance  treaty  the  Ceding  Company  cannot  submit  an
           application  for  facultative  reinsurance on plan(s) other than the
           plan(s) listed in Schedule A.

     C.    An  application  for  facultative  reinsurance   may   include  life
           insurance  with  or  without either disability waiver of premium  or
           accidental death or both.   Supplemental  benefits  without life are
           not accepted on an individual cession basis.

     D.    Copies  of  all underwriting papers relating to the insurability  of
           the individual risk must be sent to BMA for facultative reinsurance.
           After BMA has  examined  the  underwriting papers, BMA will promptly
           notify  the  CEDING COMPANY of the  underwriting  offer  subject  to
           additional   requirements,   the   final   underwriting   offer   or
           declination.   Any  final  underwriting offer on the individual risk
           will automatically terminate upon the earliest of:

           (1)  The date BMA receives notice  of  a  withdrawal/cancellation by
                the CEDING COMPANY,

           (2)  120 days after the date on which the offer was made, or

           (3)  The date specified in BMA's approval to extend the offer.

     E.    The minimum amount of insurance to be ceded  shall  be  as stated in
           Schedule A.



                                                 1

<PAGE>
                                  ARTICLE II

                                   LIABILITY

1.   BMA's liability for automatic reinsurance shall begin simultaneously  with
     the CEDING COMPANY's liability.

2.   Except  for  additional  coverage  pertaining  to  conditional  receipt as
     described  in  Schedule C, BMA's liability for facultative reinsurance  on
     individual risks  shall  not begin unless and until the CEDING COMPANY has
     accepted BMA's final and unconditional  written  offer  on the application
     for facultative reinsurance.

3.   BMA's liability for reinsurance on individual risks shall  terminate  when
     the CEDING COMPANY's liability terminates.

4.   As  long  as  the  original  policy  remains  in  full  force, all paid-up
     additions and accumulated dividends shall be the liability  of  the CEDING
     COMPANY.

5.   In no event shall reinsurance under this Agreement be in force unless  the
     insurance  issued directly by the CEDING COMPANY is in force and is issued
     and delivered  in  a  jurisdiction in which the CEDING COMPANY is properly
     licensed.

6.   The payment of reinsurance  premiums  in  accordance  with  this Agreement
     shall  be a condition precedent to the liability of BMA under  reinsurance
     covered by this Agreement

                                 ARTICLE III

                           ADMINISTRATIVE REPORTING


1.   Self-Administered Business

     Promptly  after  liability  for insurance has begun on an individual risk,
     the CEDING COMPANY shall have  the  responsibility of maintaining adequate
     records  for  the  administration of the  reinsurance  account  and  shall
     furnish BMA with monthly  reports,  in  substantial  conformity  with  the
     following:

A.   MONTHLY NEW BUSINESS REPORT

           (1) policy number          (10) amount reinsured
           (2) full name of insured   (11) automatic/facultative indicator
           (3) date of birth          (12) state of residence
           (4) sex                    (13) table rating
           (5) issue age              (14) flat extra (amount + number of years)
           (6) policy date            (15) death benefit option (UL products)
           (7) underwriting classification (16) net amount at risk
           (8) plan of insurance      (17) transaction code
           (9) amount issued          (18) currency if other than U.S.

                                                 2

<PAGE>

B.   MONTHLY CONVERSION REPORT

     The  CEDING  COMPANY  shall  furnish  BMA  with  a  separate   listing  of
     reinsurance  policies that are conversions or replacements to the  plan(s)
     as  stated  in Schedule  A.  The  listing  should  provide  the  following
     information:

           (1)  1 through 18 in 1.A above (4)  attained age
           (2)  original policy date      (5)  duration
           (3)  original policy number    (6)  effective date if other than
                                               policy date

C.   MONTHLY PREMIUM REPORT

     At the end of each month the CEDING COMPANY shall send to BMA a listing of
     all  reinsurance  policies  issued  or  renewing  during  the  past  month
     accompanied  by  the reinsurance premiums for such policies.  The  listing
     should be segregated  into  first  year  issues  and  renewals  and should
     provide the following information:

           (1)  1 through 18 in 1.A above
           (2)  current net amount at risk
           (3)  On  Yearly Renewable Term treaties the net reinsurance  premium
                due for  each  reinsured  policy  with the premium for life and
                each supplemental benefit separated.
           (4)  On   Coinsurance   treaties  the  gross  reinsurance   premium,
                commissions, net reinsurance  premium  and  other amounts (e.g.
                dividends,  cash surrender values) with premium  separated  for
                life and each supplemental benefit.

     All monthly lists shall  be submitted to BMA no later than the 20th day of
the following month.

D.   MONTHLY CHANGE REPORT

     The CEDING COMPANY shall report the details of all policy terminations and
     changes on the reinsured policies.   In  addition to the data indicated in
     1.A, above, the report should provide information  about  the  nature, the
     effective  date,  and  the financial result of the change with respect  to
     reinsurance.

E.   MONTHLY POLICY EXHIBIT REPORT

     The CEDING COMPANY shall  provide  a  summary of new issues, terminations,
     recaptures, changes, death claims and reinstatements  during the month and
     the inforce reinsurance at the end of the month.

F.   QUARTERLY REPORTING

     1.    Within  ten (10) days following the end of the quarter,  the  CEDING
           COMPANY  shall   provide  BMA  with  Premiums  Due  and  Unpaid  and
           Commissions Due and  Unpaid.   This  report  may  be in summary form
           reporting totals by line of business with separate  totals for first
           year and renewals.


     2.    Within  ten (10) days following the end of the quarter,  the  CEDING
           COMPANY shall  provide  BMA  with  totals  for the reserve liability
           including statutory reserves by valuation basis segregated by Yearly
           Renewable Term and Coinsurance.

                                                 3

<PAGE>
G.   ANNUAL INFORCE LISTING

     Within ten (10) days after the close of the year, the CEDING COMPANY shall
     furnish BMA a listing of reinsurance in force by policy, by year of issue,
     segregated by Yearly Renewable Term and Coinsurance  and include statutory
     reserves for the same.

H.   CLAIMS

     Claims shall be reported as incurred on an individual basis.

2.   Individual Cession Business

     Promptly after liability for reinsurance has begun on  the individual risk
     the CEDING COMPANY shall send BMA a "Reinsurance Cession".   Based  on the
     information  on  the  "Reinsurance Cession", BMA will prepare and send the
     CEDING  COMPANY  a  "Client   Individual  Cession  Record  Report".   When
     reinsurance is reduced or changed  the  CEDING  COMPANY  shall send BMA an
     "Amended Reinsurance Cession".


                                  ARTICLE IV

                             PLANS OF REINSURANCE


1.   Life reinsurance shall be ceded on the basis stated in Schedule A.

2.   Copies  of  all  life  insurance  policies, riders, rate manuals,  benefit
     forms, commuted value tables and cash  value  tables  shall be provided by
     the  CEDING  COMPANY  to  BMA, and BMA shall be promptly notified  of  any
     changes therein.


                                  ARTICLE V

                             REINSURANCE PREMIUMS

1.   Life Reinsurance Premiums

     A.    Life Reinsurance Premiums Paid on a Coinsurance Basis

     The CEDING COMPANY shall pay  the  current  premium as shown in Exhibit II
     based on the amount of life insurance reinsured, less the allowance stated
     in Exhibit III. In addition, the CEDING COMPANY  shall pay any substandard
     table extra and flat extra premiums, but shall exclude  the policy fee. In
     the  event  the current premium is changed, BMA shall be notified  by  the
     CEDING COMPANY immediately.

                                                 4

<PAGE>

     B.    Life Reinsurance Premiums on a Yearly Renewable Term Basis

     The life reinsurance  premium  on the net amount at risk shall be based on
     rates shown in Exhibit II.

     For those premiums less than the  valuation  net premium based on the 1980
     CSO Table at 3% interest, only the latter premiums  shall  be  guaranteed.
     Should BMA increase the reinsurance premiums to the valuation net  premium
     based on the 1980 CSO Table at 3% interest, then the CEDING COMPANY  shall
     have  the  right  to  immediately  recapture any business affected by that
     change.


                                  ARTICLE VI

                              PREMIUM ACCOUNTING


1.   Payment of Reinsurance Premium.

     A.    The reinsurance premiums shall  be paid to BMA using the rates shown
in Exhibit II.

     B.    On issues ceded by individual cessions  BMA  shall  send  the CEDING
           COMPANY each month two copies of a statement listing first  year and
           renewal  reinsurance premiums less refunds and allowances which  are
           due during the current month.

     C.    On self-administered  business  the CEDING COMPANY shall provide the
           statement to BMA using the format  described  in  Article  III Self-
           Administered Business.

     D.    If  a  net  reinsurance premium balance is payable to BMA the CEDING
           COMPANY shall pay this balance within forty-five (45) days after the
           close of that month.  If the full balance is not received within the
           forty-five (45) day period, the reinsurance premiums for reinsurance
           risks listed  on  the statement, for which payment was not received,
           shall be delinquent  and  the liability of BMA shall cease as of the
           date reinsurance premium were due.

     E.    If  a net reinsurance premium  balance  is  payable  to  the  CEDING
           COMPANY,  BMA shall pay this net balance within forty-five (45) days
           after the monthly  statement  was sent to the CEDING COMPANY. If the
           monthly statement has not been returned within forty-five (45) days,
           BMA shall assume the CEDING COMPANY has verified and is in agreement
           with the net balance and shall make payment to the CEDING COMPANY.

2.   Currency.

     The reinsurance premiums and benefits  payable  under this Agreement shall
     be payable in the lawful money of the United States.



                                                 5

<PAGE>
                                 ARTICLE VII

                                  OVERSIGHTS

If there is an unintentional oversight or clerical error  in the administration
of  this  Agreement  by either the CEDING COMPANY or BMA, it can  be  corrected
provided the correction  takes  place  promptly after the time the oversight or
clerical error is first discovered.  In  that event, the CEDING COMPANY and BMA
will be restored to the position they would  have  occupied had such  oversight
or clerical error not occurred.


                                 ARTICLE VIII

                     REDUCTIONS, TERMINATIONS AND CHANGES

1.   A.    If  in  accordance  with policy provisions the  original  policy  is
           converted to permanent  life  insurance,  the  life  risk  under the
           converted  policy  which  exceeds  the  amount  of  risk  originally
           retained  by the CEDING COMPANY shall continue to be reinsured  with
           BMA.

     B.    If there is  a  replacement  where full underwriting evidence is not
           required according to the CEDING COMPANY regular underwriting rules,
           the life risk which exceeds the  amount  of risk originally retained
           by the CEDING COMPANY shall continue to be reinsured with BMA.

     C.    If  there  is  a  replacement  where full underwriting  evidence  is
           required by the CEDING COMPANY,  reinsurance  may  be  ceded  to BMA
           subject to a written agreement between BMA and the CEDING COMPANY.

2.   If  the  amount  of insurance under a policy or rider reinsured under this
Agreement increases and

     A.    The increase is subject to new underwriting evidence, the provisions
           of Article I shall apply to the increase in reinsurance.

     B.    The increase  is not subject to new underwriting evidence, BMA shall
           accept automatically  the  increase in reinsurance but not to exceed
           the automatic binding limit as stated in Schedule A.

3.   If the amount of insurance under a  policy  or  rider reinsured under this
     Agreement  is  increased  or  reduced,  any  increase  or   reduction   in
     reinsurance for the risk involved shall be effective on the effective date
     of the increase or reduction in the amount of insurance.

4.   If any portion of the prior insurance retained by the CEDING COMPANY on an
     individual   life  reduces  or  terminates,  any  reinsurance  under  this
     Agreement based on the same life shall also be reduced or terminated.  The
     CEDING COMPANY  shall  reduce  its  reinsurance  by applying the retention
     limits  which  were  in  effect at the time the policy  was  issued.   The
     "reinsurance adjustment due  to  lapse or reduction of previous insurance"
     shall be effective on the same date  as  the  lapse  or reduction of prior
     insurance.   The  reinsurance  to  be  terminated  or  reduced   shall  be
     determined  in  chronological  order  by  the  date  the  risk  was  first
     reinsured.   Two or more policies issued the same date shall be considered
     one policy.

                                                 6

<PAGE>
5.   If the insurance  for  a  risk is shared by more than one reinsurer, BMA's
     percentage of the increased  or  reduced  reinsurance shall be the same as
     BMA's percentage of initial reinsurance of the individual risk.

6.   If a risk reinsured under this Agreement is  terminated,  the  reinsurance
     for  that  risk  shall  be  terminated  as  of  the  effective date of the
     termination.

7.   For facultative reinsurance, if the CEDING COMPANY reduces  the  mortality
     rating,  the  reduction shall be subject to the facultative provisions  of
     this Agreement as stated in Article I, Section 2.

8.   BMA shall refund  all  unearned  reinsurance premiums not including policy
     fees, less applicable allowances,  arising  from  reductions, terminations
     and changes as described in this Article.


                                  ARTICLE IX

                             INCREASE IN RETENTION
                                AND RECAPTURES

1.   If the CEDING COMPANY changes its retention limits,  as  listed in Exhibit
     I, prompt written notice of the change shall be provided to BMA.

2.   The  CEDING  COMPANY shall have the option of recapturing the  reinsurance
     under this Agreement  in  the  event  the  CEDING  COMPANY  increases  its
     retention limit and the policies have been in force the required length of
     time  as stated in Schedule A.  The CEDING COMPANY may exercise its option
     to recapture by giving written notice to BMA within ninety (90) days after
     the effective  date  of the increase in retention. If the recapture option
     is not exercised within  ninety days (90) days after the effective date of
     the increase in retention  the CEDING COMPANY may choose to recapture at a
     later date. In that case, the  date  of  the  written  notification to BMA
     shall determine the effective date the recapture program shall begin.

3.   If the CEDING COMPANY exercises its option to recapture, then:

     A.    The  CEDING COMPANY shall reduce the reinsurance on  all  individual
           risks  on  which  it  retained its maximum retention for the age and
           mortality rating that was  in effect at the time the reinsurance was
           ceded.

     B.    The  CEDING COMPANY shall increase  its  total  amount  of  retained
           insurance  on  the  individual risk up to its new retention limit by
           reducing the amount of reinsurance.  If an individual risk is shared
           by  more  than  one  reinsurer,  BMA's  percentage  of  the  reduced
           reinsurance  shall  be the  same  as  BMA's  initial  percentage  of
           reinsurance on the individual risk.

     C.    The  reduction of reinsurance shall become effective on the later of
           the following dates:

           (1)  The policy anniversary  date immediately following the date the
                recapture program is to begin  as  determined by paragraph 2 of
                this Article;

           (2)  The  number of years stated in Schedule  A  starting  with  the
                "policy date."

                                                 7

<PAGE>

     D.    In the event  the  CEDING  COMPANY  overlooks  any  reduction in the
           amount of a reinsurance policy because of an increase  in the CEDING
           COMPANY's  retention, the acceptance by BMA of reinsurance  premiums
           under these  circumstances  shall  not constitute a liability on the
           part of BMA for such reinsurance.  BMA  shall  be  liable only for a
           refund of premiums.

4.   No recapture shall be permitted for reinsurance on an individual  risk  if
     (a)  the  CEDING  COMPANY retained less than its maximum retention for the
     age and mortality rating  in  effect at the time the reinsurance was ceded
     to BMA, or if (b) the CEDING COMPANY did not retain  any of the individual
     risk.


                                  ARTICLE X

                                 REINSTATEMENT

If a policy reinsured under this Agreement  lapses for nonpayment of premium or
is continued on the Reduced Paid-up or Extended  Term  Insurance  basis, and is
reinstated in accordance with the terms of the policy and the CEDING  COMPANY's
rules, the reinsurance on such policy shall automatically be reinstated  by BMA
upon written notice of such reinstatement. The CEDING COMPANY shall pay BMA all
back reinsurance premiums.


                                  ARTICLE XI

                          EXPENSE OF ORIGINAL POLICY

The  CEDING  COMPANY  shall  bear  the  expense  of  all  medical examinations,
inspection  fees,  and  other  charges in connection with the issuance  of  the
insurance.


                                 ARTICLE XII

                                    CLAIMS

1.   The CEDING COMPANY shall give  BMA  prompt notice of any claim.  Copies of
     the  proofs  obtained  by the CEDING COMPANY  together  with  a  statement
     showing the amount due or  paid  on such claim by the CEDING COMPANY shall
     be furnished to BMA at the time payment is requested.

2.   BMA shall accept the decision of the  CEDING COMPANY in settling the claim
     and shall pay its portion to the CEDING COMPANY upon receipt of proof that
     the CEDING COMPANY has paid the claimant. It is agreed, however, that if a
     lesser amount at risk is retained by the  CEDING  COMPANY  than the amount
     ceded  to  BMA,  the CEDING COMPANY shall consult with BMA concerning  its
     investigation and/or  payment  of  the  claim, although the final decision
     shall be that of the CEDING COMPANY.

                                                 8

<PAGE>
3.   The  CEDING  COMPANY  shall  notify  BMA  of  its  intention  to  contest,
     compromise, or litigate a claim involving reinsurance,  and  BMA shall pay
     its  share  of  the  payment and specific claim expenses therein involved,
     unless it declines to be a party to the contest, compromise, or litigation
     in which case it shall  pay  the  full  amount  of  the reinsurance to the
     CEDING  COMPANY.   "Claim  expenses"  shall  be deemed to  mean  only  the
     reasonable legal and investigative expenses connected  with the litigation
     or  settlement  of  claims.  "Claim  expenses" shall not include  expenses
     incurred  in  connection  with  a  dispute   or  contest  arising  out  of
     conflicting  claims  of entitlement to policy proceeds  which  the  CEDING
     COMPANY admits are payable  or  any routine claim administrative expenses,
     Home Office or otherwise.

4.   In the event the amount of insurance  provided  by  a  policy  or policies
     reinsured  hereunder is increased or reduced because of a misstatement  of
     age or sex established  after the death of the insured, BMA shall share in
     the increase or reduction  in the proportion that the net liability of BMA
     bore to the sum of the retained  net  liability  of the CEDING COMPANY and
     the net liability of other reinsurers immediately  prior  to such increase
     or reduction.  The reinsurance with BMA shall be written from commencement
     on  the basis of the adjusted amounts using premiums and reserves  at  the
     correct ages and sex.  The adjustment for the difference in premiums shall
     be made without interest.

5.   It is understood and agreed that the payment of a death claim by BMA shall
     be made  in  one sum regardless of the mode of settlement under the policy
     of the CEDING COMPANY.

6.   In no event shall BMA have any liability for any Extra Contractual Damages
     which are assessed  against  the  CEDING  COMPANY  as  a  result  of acts,
     omissions  or  course  of  conduct  committed by the CEDING COMPANY or its
     agents,  other than a good faith decision  to  deny  claim  liability,  in
     connection   with   insurance  reinsured  under  this  Agreement.   It  is
     recognized that there may be special circumstances involved which indicate
     that  BMA  should  participate   in   certain   assessed  damages.   These
     circumstances are not amenable to advance specific  definition,  but could
     include  those  situations  in  which  BMA was an active party in the act,
     omission or course of conduct which ultimately  results  in the assessment
     of such damages.  The extent of such participation will be determined on a
     good faith assessment of culpability in each case, but all  factors  being
     equal,  the  division  of  any  such  assessment  will generally be in the
     proportion of net liability borne by each party.

7.   If  a  claim  is  approved  for  disability  waiver  of premium  insurance
     reinsured under this Agreement, the CEDING COMPANY shall  continue  to pay
     reinsurance premiums to BMA.  BMA shall reimburse the CEDING COMPANY BMA's
     proportionate share of the premium waived by the CEDING COMPANY.




                                 ARTICLE XIII

                                  TAX CREDITS

In  jurisdictions  which  impose  premium  taxes  on the CEDING COMPANY without
deduction for reinsurance, BMA shall reimburse the  CEDING  COMPANY  for  taxes
paid  on  the amount of the reinsurance premiums on the basis shown in Schedule
A, unless BMA  itself  is  required  to  pay  a  direct tax on such reinsurance
premiums.




                                 ARTICLE XIV

                        DEFERRED ACQUISITION COSTS TAX

The CEDING COMPANY and BMA elect under Regulation  1.848-2(g)  (8)  to  compute
"specified  policy  acquisition  expense",  as defined in section 848(c) of the
Internal Revenue Code, in the following manner:

The party with net positive consideration as  determined  under Reg. 1.848-2(f)
and  Reg. 1.848-3 shall compute specified policy acquisition  expenses  without
regard  to  the  general  deductions  limitation  of section 848(c)(1) for each
taxable year.

The parties will exchange information pertaining to the aggregate amount of net
consideration  as  determined  under  Regs. 1.848-2(f)  and  1.848-3,  for  all
reinsurance agreements in force between  them,  to  insure  consistency for the
purposes of computing specified policy acquisition expenses.  BMA shall provide
the CEDING COMPANY with the amount of such net consideration  for  each taxable
year  no  later than May 1 following the end of such year.  The CEDING  COMPANY
shall advise  BMA  if  it  disagrees with the amounts provided, and the parties
agree to amicably resolve any difference.  The amounts provided by BMA shall be
presumed correct if it does  not  receive a response from the CEDING COMPANY by
May 31.

BMA  represents  and  warrants  that it  is  subject  to  U.S.  taxation  under
Subchapter L of the Internal Revenue Code.

                                  ARTICLE XV

                             INSPECTION OF RECORDS

BMA shall have the right, at any  reasonable  time, to inspect at the office of
the CEDING COMPANY, all books and documents which  relate  to reinsurance under
this Agreement.

                                 ARTICLE XVI

                                  INSOLVENCY

1.   In the event of insolvency of the CEDING COMPANY, all reinsurance shall be
     payable by BMA directly to the CEDING COMPANY or its liquidator, receiver,
     or  statutory  successor,  on  the  basis of the liability of  the  CEDING
     COMPANY under the policy or policies reinsured, without diminution because
     of the insolvency of the CEDING COMPANY.

2.   It is agreed that the liquidator, receiver,  or statutory successor of the
     insolvent CEDING COMPANY shall give written notice  to  BMA of the pending
     of  a  claim against the insolvent CEDING COMPANY on any policy  reinsured
     within a  reasonable  time  after  such  claim  is filed in the insolvency
     proceedings.  During the pendency of any such claim  BMA  may  investigate
     such  claim  and  interpose, in the proceeding where such claim is  to  be
     adjudicated, any defense  or  defenses which BMA may deem available to the
     CEDING COMPANY or its liquidator,  receiver,  or statutory successor.  The
     expense  thus  incurred  by  BMA  shall be chargeable,  subject  to  court
     approval, against the insolvent 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 BMA.

3.   Where two or more reinsurers are participating in the  same  claim  and  a
     majority  in  interest  elect  to  interpose  a defense to such claim, the
     expense shall be apportioned in accordance with the terms of the Agreement
     as though such expenses had been incurred by the CEDING COMPANY.

4.   Any debts or credits, matured or unmatured, liquidated or unliquidated, in
     favor of or against either the CEDING COMPANY or  BMA with respect to this
     agreement  or  with respect to any other claim of one  party  against  the
     other are deemed mutual debts or credits, as the case may be, and shall be
     set off, and only the balance shall be allowed or paid.

                                 ARTICLE XVII

                                  ARBITRATION

1.   It is the intention  of  the  CEDING  COMPANY and BMA that the customs and
     practices of the insurance and reinsurance  industry  shall  be given full
     effect in the operation and interpretation of this Agreement.  The parties
     agree  to act in all things with the highest good faith. However,  if  BMA
     and the  CEDING  COMPANY  cannot mutually resolve a dispute or claim which
     arises out of or relates to  this agreement, the dispute or claim shall be
     settled through arbitration.

2.   The arbitrators shall be impartial  regarding  the dispute, and shall base
     their  decision  on the terms and conditions of this  agreement  plus,  as
     necessary, on the  customs  and practices of the insurance and reinsurance
     industry.

3.   There shall be three arbitrators  who  must  be officers of life insurance
     companies other than the parties to this agreement  or their subsidiaries.
     Each of the parties to this agreement shall appoint one of the arbitrators
     and  these two arbitrators shall select the third.  If  a  party  to  this
     agreement fails to appoint an arbitrator within thirty (30) days after the
     other  party  to  this  agreement  has  given  notice  of  the  arbitrator
     appointment,   the  American  Arbitration  Association  shall  appoint  an
     arbitrator for the  party  to  this  Agreement  that  has failed to do so.
     Should the two arbitrators be unable to agree on the choice  of the third,
     then   the  appointment  of  this  arbitrator  is  left  to  the  American
     Arbitration Association.

4.   Except  for   the  appointment  of  arbitrators  in  accordance  with  the
     provisions of Section 3 of this Article, arbitration shall be conducted in
     accordance  with   the   Commercial  Arbitration  Rules  of  the  American
     Arbitration Association which  are  in  effect  on the date of delivery of
     demand for arbitration.  Arbitration shall be conducted  in  Kansas  City,
     Missouri.

5.   Each  party  to  this agreement shall pay part of the arbitration expenses
     which are apportioned to it  by the arbitrators.

6.   The award agreed by  the  arbitrators  shall be final, and judgment may be
     entered upon it in any court having jurisdiction.

                                                 9

<PAGE>

                                ARTICLE XVIII

                             PARTIES TO AGREEMENT

This  is  an  Agreement for indemnity reinsurance  solely  between  the  CEDING
COMPANY and BMA.   The acceptance of reinsurance under this Agreement shall not
create any right or legal relation whatever between BMA and the insured, owner,
or any other party to or under any policy reinsured under this Agreement.


                                 ARTICLE XIX

                                ENTIRE CONTRACT

1.   This agreement  shall  constitute the entire agreement between the parties
     with respect to business  being  reinsured hereunder and that there are no
     understandings between the parties  other  than  those  expressed  in this
     agreement.

2.   Any change or modification to this agreement shall be null and void unless
     made by addendum to this agreement signed by both parties.


                                  ARTICLE XX

                           TERMINATION OF AGREEMENT

1.   This  Agreement  may  be terminated at any time by either party giving  at
     least ninety (90) days  written notice of termination.  The day the notice
     is deposited in the mail addressed to the Home Office, or to an Officer of
     either company shall be the first day of the ninety-day (90) period.

2.   The CEDING COMPANY shall  continue  to  cede  reinsurance  and  BMA  shall
     continue  to  accept  reinsurance,  as  provided  for by the terms of this
     Agreement, until the date of termination.

3.   All automatic reinsurance which became effective prior  to the termination
     of this Agreement and all facultative reinsurance approved  by  BMA  based
     upon  applications  received  prior to termination of this Agreement shall
     remain in effect until its termination  or  expiration,  unless the CEDING
     COMPANY and BMA mutually decide otherwise.


                                                10

<PAGE>
IN WITNESS WHEREOF, this agreement shall be effective with policies dated 12:01
A.M. September 1, 1997           and is hereby executed in duplicate between

                  STANDARD LIFE INSURANCE COMPANY OF INDIANA
                             Indianapolis, Indiana

                       referred to as the CEDING COMPANY

                                      and

                  BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
                             Kansas City, Missouri

                              referred to as BMA,

and duly signed by both parties' respective officers as follows:

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY  BE  ENFORCED
BY THE PARTIES.


                  CEDING COMPANY


                  Edward T. Stahl      Executive Vice President and Secretary
                     signature             title


                  Gerald R. Hochgesang Senior Vice President
                     signature             title


                  December 8, 1997
                       date

BMA


                      SENIOR VICE PRESIDENT/REINSURANCE
       signature              title


                      Vice President
                      REINSURANCE ACTUARY
       signature          title



                   date


<PAGE>
                  BMA REINSURANCE TREATY #: 199709 - 002 - 0

                               AUTOMATIC TREATY
                              TABLE OF CONTENTS




ARTICLE                                                                 PAGE

I           BASIS OF REINSURANCE                                        1
II          LIABILITY                                                   3
III         ADMINISTRATIVE REPORTING                                    3
IV          PLANS OF REINSURANCE                                        5
V           REINSURANCE PREMIUMS                                        5
VI          PREMIUM ACCOUNTING                                          6
VII         OVERSIGHTS                                                  7
VIII        REDUCTIONS, TERMINATIONS AND CHANGES                        7
IX          INCREASE IN RETENTION AND RECAPTURES                        8
X           REINSTATEMENTS                                              9
XI          EXPENSE OF ORIGINAL POLICY                                  9
XII         CLAIMS                                                      9
XIII        TAX CREDITS                                                 10
XIV         DAC TAX                                                     11
XV          INSPECTION OF RECORDS                                       11
XVI         INSOLVENCY                                                  11
XVII        ARBITRATION                                                 12
XVIII       PARTIES TO AGREEMENT                                        13
XIX         ENTIRE CONTRACT..                                           13
XX          TERMINATION OF AGREEMENT                                    13


                                   SCHEDULES

A           SPECIFICATIONS
B           BENEFITS AND NAR CALCULATIONS
C           ADDITIONAL INFORMATION AND EXCEPTIONS


                                   EXHIBITS

I           RETENTION LIMITS
IA          UNDERWRITING GUIDELINES
II          REINSURANCE PREMIUMS
IIA         POLICY FEES, FLAT EXTRAS, SUBSTANDARD PREMIUMS
III         COMMISSIONS AND ALLOWANCES (COINSURANCE)