REINSURANCE AGREEMENT #6550-1
              (AUTOMATIC YEARLY RENEWABLE TERM BULK UNIVERSAL LIFE)

                    (hereinafter referred to as "Agreement")


                                     between


                   STANDARD LIFE INSURANCE COMPANY OF INDIANA
                             (INDIANAPOLIS, INDIANA)

                   (hereinafter referred to as the "Company")


                                       and


                     LIFE REASSURANCE CORPORATION OF AMERICA
                             (STAMFORD, CONNECTICUT)

                     (hereinafter referred to as "Life Re")




                          EFFECTIVE:  SEPTEMBER 1, 1997

                    LIFE REASSURANCE CORPORATION OF AMERICA
                               969 HIGH RIDGE ROAD
                               STAMFORD, CT  06905

<PAGE>
                       TABLE OF CONTENTS

   PREAMBLE   1

   ARTICLE I - METHOD OF REINSURANCE AND INSURANCE   1
   1.   Effective Date   1
   2.   Method   1
   3.   Amounts   1
   4.   Minimum Amounts   2

   ARTICLE II - AUTOMATIC REINSURANCE   2
   1.   Insurance   2
   2.   Coverages   3
   3.   Jumbo Risk   3
   4.   Waiver Acceptance and Participation Limits   3
   5.   Regular Limits of Retention   3

   ARTICLE III - FACULTATIVE REINSURANCE   3

   ARTICLE IV - PROCEDURES FOR REPORTING   4
   1.   General Information   4
   2.   Self-Administered Reporting   4

   ARTICLE V - PREMIUMS   6
   1.   Life Insurance and Waiver   6
   2.   Associated Riders   6
   3.   Premium Taxes   7
   4.   Payments   7
   5.   Nonpayment of Reinsurance Premiums   7
   6.   Interest on Delinquent Payments   7
   7.   Misstatements   7

   ARTICLE VI - CLAIMS   8
   1.   Notice   8
   2.   Contested Claims   8
   3.   Expenses   8
   4.   Misstatements   9
   5.   Payment   9
   6.   Assistance and Advice   9

   ARTICLE VII - REDUCTIONS, REINSTATEMENTS & CHANGES   9
   1.   Reductions and Terminations   9
   2.   Reinstatements  10
   3.   Nonforfeiture Benefits  10
   4.   Contractual Conversions and Exchanges  10
   5.   Non Contractual Exchanges  11
   6.   Program of Internal Replacement  11

            LIFE RE AGREEMENT #6550-1

<PAGE>
                                        Table of Contents . . .


   ARTICLE VIII - DAC TAX  11

   ARTICLE IX - RECAPTURE  12
   1.   Standards for Recapture  12
   2.   Method of Recapture  12

   ARTICLE X - INSOLVENCY  12

   ARTICLE XI - ARBITRATION  13

   ARTICLE XII - GENERAL PROVISIONS  14
   1.   Reinsurer's Right of Notice of Unusual Practices  14
   2.   Policy Forms and Rates  14
   3.   Reinsurance Conditions  14
   4.   Errors and Omissions  15
   5.   Offset  15
   6.   Inspection  15
   7.   Entire Agreement  15
   8.   Amendment  15
   9.   Counterparts  16
   10.  No Assignment  16
   11.  Binding Effect  16
   12.  Notices  16

   ARTICLE XIII - DURATION OF AGREEMENT  17

   ARTICLE XIV - EXECUTION  18


SCHEDULE A - Retention Limits, Automatic Binding Limits, Plans Covered
SCHEDULE B - Reporting Forms
SCHEDULE C
   PART I  - Premium Rates
   PART II - Percentages
SCHEDULE D - Discounts

            LIFE RE AGREEMENT #6550-1

<PAGE>
                          PREAMBLE

    This Reinsurance Agreement ("Agreement") is entered into by and between
STANDARD   LIFE   INSURANCE   COMPANY  OF  INDIANA,  an  Indiana  insurance
corporation (the "Company") and  LIFE REASSURANCE CORPORATION OF AMERICA, a
Connecticut insurance corporation  ("Life  Re").   The  Company and Life Re
mutually agree to reinsure on the terms and conditions set  forth  in  this
Agreement.   This  Agreement is solely between the Company and Life Re, and
performance of the obligations  of  each party under this Agreement will be
rendered solely to the other party.   In no instance will anyone other than
the Company or Life Re have any rights under this Agreement.


       ARTICLE I - METHOD OF REINSURANCE AND INSURANCE

1.  EFFECTIVE DATE

    The reinsurance under this Agreement  is  effective  as of SEPTEMBER 1,
1997.


2.  METHOD

    Reinsurance  of  life  insurance  risks ("Life Insurance")  under  this
Agreement  and  waiver of premium benefits  ("Waiver")  is  on  the  yearly
renewable term ("YRT")  plan  for  the  amount  at  risk  under  the policy
reinsured. The Company will cede and Life Re will accept reinsurance  under
the  policies  or  plans set forth in Schedule A, written by the Company on
citizens of the United  States or Canada, domiciled in the United States or
Canada at the time of application.   The  policies  set forth in Schedule A
that  are  reinsured  under  this  Agreement  are hereinafter  referred  to
collectively  as  "Reinsured  Policies" and individually  as  a  "Reinsured
Policy."  Said policies will have  been underwritten in accordance with the
Company's individual ordinary life underwriting rules and practices.


3.  AMOUNTS

    For the purpose of this Agreement,  the reinsured amount at risk (R) is
calculated as follows:

    (1) For Option 1:

        R = D - X - A, where

        D = Death benefit
        X = The Company's retention
        A = The Accumulation Fund Value or Cash Value, whichever
               is applicable under base plan

            LIFE RE AGREEMENT #6550-1

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    (2) For Option 2:

        R = D - X, where

        D = Death benefit
        X = The Company's retention


4.  MINIMUM AMOUNTS

    Amounts of initial reinsurance less than $5,000 will not be ceded under
this Agreement.


             ARTICLE II - AUTOMATIC REINSURANCE

1.  INSURANCE

    The Company will cede and Life Re will accept automatically reinsurance
in amounts not exceeding the binding limits  per life in Schedule A of this
Agreement.  If the Company has more than one agreement  with  Life  Re, the
total  amount  per life automatically ceded to Life Re under all agreements
combined will not  exceed  the  automatic  binding  limit  available to the
Company  under the agreement with the highest binding authority.   Life  Re
will accept  automatic reinsurance when (a) the Company already has for its
own account its  maximum limit of retention on the risk and for this reason
alone is not retaining  any  portion  of  the  insurance  applied  for on a
current  application,  and  (b) in the Company's opinion there has been  no
adverse change in the insurability  of  the  risk  since the Company's last
acceptance  for  its  own retention.  A risk as defined  in  the  following
categories is not eligible for reinsurance under this paragraph:

    (a) A jumbo risk as defined in paragraph 3 below.

    (b) A risk which has  been  sent  to Life Re or any other reinsurer for
        facultative underwriting consideration.

    (c) Life  Insurance  resulting  from a  group  conversion,  where  full
        evidence of insurability has not been secured.

    (d) Any risk which is not fully underwritten  or  any  risk  where  the
        Company has not followed its usual underwriting practice.

    The  liability  of  Life  Re  on  any  automatic reinsurance under this
Agreement begins and ends at the same time as that of the Company, provided
that such an automatic application shall not have been submitted to Life Re
or to any other reinsurer for facultative underwriting consideration.

            LIFE RE AGREEMENT #6550-1

<PAGE>
2.  COVERAGES

    Life Insurance, Waiver for an amount not greater than the corresponding
life  insurance,  and Associated Riders are exclusively  the  coverages  or
risks reinsured automatically  under  this  Agreement.   Life  Re  will not
participate in a unilateral enhancement of policy provisions unless  agreed
to  in  writing  prior  to the granting of the enhancement.  Life Insurance
includes both basic policies  and  term  riders  providing  life  insurance
protection.


3.  JUMBO RISK

    A  jumbo  risk  is  one where the papers of the Company, including  all
papers that are part of the  current  application, indicate that the person
to be insured has or will have total insurance  in force with all companies
greater than:

                       LIFE

    All Ages        $10,000,000


4.  WAIVER ACCEPTANCE AND PARTICIPATION LIMITS

    Life Re's maximum acceptance limit for Waiver  is  $2,000,000 per life,
and  the  maximum participation limit for such benefits is  $3,000,000  per
life.


5.  REGULAR LIMITS OF RETENTION

    The Company  may  modify  its  regular limits of retention, detailed in
Schedule A, by giving thirty days' written  notice  to Life Re.  The amount
of reinsurance to be ceded and accepted automatically  after the new limits
take effect will be determined by mutual written agreement  by  Life Re and
the Company.


            ARTICLE III - FACULTATIVE REINSURANCE

    The  Company  may  choose  to  submit  for consideration by Life Re,  a
request for any amount of reinsurance of the  coverages  in Article II that
the  Company  may  require.  Reinsurance  may be requested for  any  amount
without regard for the limits of retention  detailed in Schedule A, but the
Company  will  notify  Life Re promptly of any changes  in  its  limits  of
retention.

            LIFE RE AGREEMENT #6550-1

<PAGE>
    When the Company requests facultative reinsurance, the application will
be made by submitting to  Life  Re  a mutually agreeable form.  The Company
will send to Life Re any and all information  the  Company  has  about  the
risk,  including  without  limitation,  copies  of the application, medical
examiners' reports, attending physicians' statements,  inspection  reports,
and other reports and other papers bearing on the insurability of the risk.
Promptly upon receipt of the application, Life Re will analyze the risk and
notify  the  Company of Life Re's decision and Life Re's classification  of
the risk.  If the Company elects to accept Life Re's unconditional offer of
acceptance for  reinsurance  of  the  risk, the Company will notify Life Re
within 120 days of Life Re's offer.

    The  liability  of Life Re on any facultative  reinsurance  under  this
Agreement begins and ends at the same time as that of the Company, provided
that:

    (a) Life Re has given  the Company an unconditional offer of acceptance
        after the application for reinsurance, AND

    (b) the Company has notified  Life  Re  of its acceptance of such offer
        within 120 days of said offer.


            ARTICLE IV - PROCEDURES FOR REPORTING

1.  GENERAL INFORMATION

    Life  Re  will  accept, on a self administered  basis,  reinsurance  in
amounts per life up to the amounts set forth in Schedule A.


2.  SELF-ADMINISTERED REPORTING

    The Company will remit a check for the balance indicated in the monthly
statements to Life Re along with the reporting form set forth in Schedule B
or a mutually agreed  upon  form submitted by the Company.  If a balance is
due the Company, it will be remitted  by Life Re promptly.  Within ten (10)
days following the close of each calendar  month,  the Company will forward
to  Life  Re  on  computer  tape  or  other  acceptable  form,  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;             (16)  amount at risk classification;
    (8) plan of insurance;        (17)  transaction code;
    (9) amount issued;            (18) currency if other than U.S.; and
                                  (19) qualified pension (yes/no).

            LIFE RE AGREEMENT #6550-1

<PAGE>
    B.  MONTHLY CONVERSION REPORT

        The  Company  will  furnish  Life  Re  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 19 in 2.A above;      (4) attained age;
    (2) original policy date;           (5) duration; and
    (3) original policy number;         (6) effective date if other than 
                                            policy date.

    C.  MONTHLY PREMIUM REPORT

        The  Company will furnish Life Re  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 19 in 2.A above;
    (2) current amount at risk; and
    (3) the net reinsurance premium due for each reinsured policy  with the
        premium for life and each supplemental benefit separated.

    D.  MONTHLY CHANGE REPORT

        The Company will report the details of all policy terminations  and
    changes  on  the reinsured policies.  In addition to the data indicated
    in 2.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 Company will  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 INFORCE AND RESERVE LISTING

        Within ten (10) days after the close of each calendar quarter,  the
    Company  will furnish Life Re with a listing of reinsurance in force by
    policy, by  year  of issue and include statutory reserves for the same.
    The listing must show  sufficient detail such that reserve calculations
    can be independently verified by Life Re's auditors and examiners.  The
    listing should be segregated  into  first  year issues and renewals and
    should provide the following information:

                1 through 19 in 2.A above

        For the fourth quarter, Federal Income Tax  reserves  must  also be
    furnished.  They may be included in the fourth quarter statutory report
    or  they  may  be  submitted  separately, but in the same format as the
    statutory report.

            LIFE RE AGREEMENT #6550-1

<PAGE>
    G.  ELECTRONIC DATA TRANSMISSION

        If the Company reports its  reinsurance transactions via electronic
    media,  the  Company  will  consult  with  Life  Re  to  determine  the
    appropriate reporting format.  Should  the  Company subsequently desire
    to make changes in the data format or the code  structure,  the Company
    will  communicate  such  changes  to  Life Re prior to the use of  such
    changes in reports to Life Re.


                    ARTICLE V - PREMIUMS

1.  LIFE INSURANCE AND WAIVER

    Premiums  per  $1,000  for  Life Insurance  are  shown  in  Part  I  of
Schedule C and will be multiplied  by  the  percentages shown in Part II of
Schedule C.  The premiums per $1,000 are applied  to  the  amount  of  life
reinsurance  as  outlined  in Article I.  A policy fee, when applicable, is
charged in each year in addition  to  the  premium  based on amount of life
reinsurance.   Life Re anticipates that these premiums  will  be  continued
indefinitely for  all business ceded under this Agreement.  For the purpose
of satisfying requirements for deficiency reserves imposed by various state
insurance departments, Life Re will guaranty for renewal the greater of the
premiums provided in this Agreement or premiums based on the 1980 CSO Table
at 2.5% interest.   When  the Company charges a flat extra premium, whether
alone or in addition to a premium  based  on  a multiple table, the Company
will pay this premium less the discounts detailed  in  Schedule  D,  on the
reinsurance  amount  in  addition to the standard or multiple table premium
for the rating and plan of reinsurance.

    Premium for Waiver will be paid at the same rate as the Company charges
for the benefit on which reinsurance  with Life Re is based.  Discounts for
waiver are detailed in Schedule D.


2.  ASSOCIATED RIDERS

    Benefits  under  Associated  Riders are  shown  in  Schedule  A,  Plans
Covered.   Premiums for these benefits,  when  they  are  included  in  the
coverage  under  this  Agreement,  are  detailed  in  Parts  I  and  II  of
Schedule C.  Discounts are outlined in Schedule D.

            LIFE RE AGREEMENT #6550-1

<PAGE>
3.  PREMIUM TAXES

    Life Re  will  not  reimburse  the  Company  for state premium taxes on
reinsurance premiums received from the Company.


4.  PAYMENTS

    Premiums  are payable monthly in advance.  If reinsurance  is  reduced,
terminated, increased  or  reinstated, monthly, pro-rata adjustment will be
made by Life Re and the Company on all premium items except policy fees.


5.  NONPAYMENT OF REINSURANCE PREMIUMS

    The payment of reinsurance  premiums  is  a  condition precedent to the
liability of Life Re under this Agreement.  If the  Company  does  not  pay
premiums to Life Re as provided in this Agreement and such amounts are more
than  120  days  in  arrears,  Life Re will have the right to terminate the
reinsurance under this Agreement.


6.  INTEREST ON DELINQUENT PAYMENTS

    If the Company is more than 90 days in arrears in remitting premiums to
Life Re, such premiums will be considered  delinquent  and interest will be
added to the amount to be remitted.  Interest will be calculated  from  (i)
the time the premiums are due Life Re to (ii) the date the Company pays the
premium  to  Life  Re.  The rate of interest charged on delinquent payments
will  be equal to the  rate  listed  in  the  Federal  Reserve  Statistical
Release,  as  promulgated  by the Board of Governors of the Federal Reserve
System, for the monthly average  of  Corporate  bonds, Moody's seasoned Aaa
(the "Interest Rate").


7.  MISSTATEMENTS

    If the insured's age or sex was misstated and  the  amount of insurance
on the Company's policies is adjusted, the Company and Life  Re  will share
the adjustment in proportion to the amount of liability of each at the time
of  issue  of  the policies.  Premiums will be recalculated for the correct
age or sex and amounts  according  to  the proportion as above and adjusted
without interest.  If the insured is still  alive, the method above will be
used  for  past years and the amount of reinsurance  and  premium  will  be
adjusted for  the  future  to  the  amount  that would have been correct at
issue.

            LIFE RE AGREEMENT #6550-1

<PAGE>
                     ARTICLE VI - CLAIMS

1.  NOTICE

    The  Company  will  notify  Life  Re  promptly  after  receipt  of  any
information on a claim where reinsurance is  involved.   The  Company  will
furnish to Life Re as soon as possible the completed reinsurance claim form
and  copies  of  all  claim  papers  and  proofs.   However,  if the amount
reinsured with Life Re is more than the amount retained by the  Company and
the  claim  is  contestable,  all  papers  in  connection  with such claim,
including  all underwriting and investigation papers must be  submitted  to
Life Re for  its  recommendation  before  admission of any liability on the
part of the Company.


2.  CONTESTED CLAIMS

    Whenever  the Company has formed a preliminary  opinion  that  a  claim
might be denied  or contested, and prior to any final action by the Company
indicating to the claimant that the claim is being denied or contested, the
Company will give  Life  Re  the  opportunity  to review the complete claim
file.  Life Re will review this file promptly and,  at  its option, (a) pay
Life Re's full share as if the claim was not contested, in  full  discharge
of  Life  Re's  obligation  to  the  Company  for  that claim, or (b) after
consultation with the Company join in the contest, or ratify the denial, in
which  case Life Re will communicate to the Company in  writing  Life  Re's
decision  to participate in the contest, or ratify the denial, with respect
to that claim.


3.  EXPENSES

    Life Re will share in the claim expense of any contest or compromise of
a claim in the same proportion that the amount at risk reinsured under this
Agreement bears  to  the  total  risk  of the Company on all policies being
contested by the Company, and Life Re will share in the total amount of any
reduction in liability in the same proportion.   Claim expense will include
without limitation the cost of investigation, legal  fees, court costs, and
interest charges.  Compensation of salaried officers and  employees and any
possible extra-contractual damages will not be considered covered expenses.
Life  Re  will  not  be liable for expenses incurred in connection  with  a
dispute or contest arising  out  of  conflicting  claims  of entitlement to
policy proceeds or benefits.

            LIFE RE AGREEMENT #6550-1

<PAGE>
4.  MISSTATEMENTS

    In the event of an increase or reduction in the amount of the Company's
insurance on any policy reinsured hereunder because of an overstatement  or
understatement  of  age or misstatement of sex, established after the death
of the insured, the Company  and  Life  Re  will  share in such increase or
reduction  in proportion to their respective amounts  at  risk  under  that
policy.


5.  PAYMENT

    For Life  Insurance,  Life  Re  will pay its share in a lump sum to the
Company, without regard to the form of  claim  settlement  of  the Company.
For  a  Waiver  claim,  the  Company  will  continue  to  pay  premiums for
reinsurance  except the premium for disability reinsurance.  Life  Re  will
pay its proportionate  share  of the gross premium waived by the Company on
the original policy, including  its share of the premiums for benefits that
remain in effect during disability.


6.  ASSISTANCE AND ADVICE

    At the request of the Company,  Life  Re will advise the Company on any
claim concerning business reinsured under this  Agreement  and, when such a
claim appears to be of doubtful validity, Life Re will assist  the  Company
in its determination of liability and in the best procedure to follow  with
respect to the claim.


     ARTICLE VII - REDUCTIONS, REINSTATEMENTS & CHANGES

1.  REDUCTIONS AND TERMINATIONS

    Reinsurance amounts are calculated in terms of coverages on the life of
a  person.   If  any  of the Company's policies or riders on the person are
reduced or terminated,  the  reinsurance  in  force  will be reduced by the
corresponding  amount.   The  reduction will not be applied  to  force  the
Company to reassume more than its  regular  retention  limit at the time of
the reduction for the age at issue, mortality rating and form of the policy
or policies for which reinsurance is being terminated.  The reduction first
will be applied to reinsurance, if any, on the particular  policy  reduced.
If  the  reduction  exceeds  the  amount of reinsurance on that policy, the
reduction will then be applied to reinsurance  on  other  policies  on that
life  in  the  order  in  which the policies were effected, i.e., the first
effected will be the first  terminated or reduced.  If reinsurance has been
ceded to more than one reinsurer,  the  reduction  in Life Re's reinsurance
will be in proportion to the reduction in the total.   After the proportion
has been determined, the rules above will be used.

            LIFE RE AGREEMENT #6550-1

<PAGE>
2.  REINSTATEMENTS

    (a) AUTOMATIC REINSURANCE

        A  policy of the Company, ceded to Life Re on an  automatic  basis,
        that  was  reduced,  terminated,  or  lapsed,  if reinstated by the
        Company  under its regular rules, will be reinstated  automatically
        to the amount  that  would  be  in  force  had  the policy not been
        reduced, terminated, or lapsed.

    (b) FACULTATIVE REINSURANCE

        A  Reinsured Policy ceded to Life Re that was reduced,  terminated,
        or lapsed,  on  a  facultative  basis, (i) will require approval by
        Life Re prior to reinstatement if  the  Company  has  retained less
        than  50% of the risk, or (ii) will be reinstated automatically  by
        Life Re  if  the Company has retained more than 50% of the risk and
        reinstates the  Reinsured  Policy  under  its  regular rules.  Upon
        reinstatement, reinsurance for the policy will be  for  the  amount
        that would be in force had the policy not been reduced, terminated,
        or lapsed.

    In connection with all reinstatements the Company will pay Life Re  all
reinsurance  premiums  and  interest  in  like  manner  as  the Company has
received under its policy.


3.  NONFORFEITURE BENEFITS

    Life Re will not participate in nonforfeiture benefits.


4.  CONTRACTUAL CONVERSIONS AND EXCHANGES

    In the event of a contractual conversion or exchange (i.e.,  conversion
or  exchange  that  requires  no  evidence  of  insurability)  Life Re will
reinsure the risk resulting from such conversion or exchange at  the  rates
and  percentages  shown  in  Parts I and II of Schedule C on point-in-scale
basis (using the original issue  age  and duration from the original issue)
and the discounts of Schedule D on a point-in-scale  basis.   The reinsured
amount at risk on the policy or policies being converted may not exceed the
current reinsured amount at risk on the policy or policies being  converted
or  exchanged.   If  the  conversion or exchange results in an increase  of
risk, the amount of increase will be subject to evidence of insurability.

            LIFE RE AGREEMENT #6550-1

<PAGE>
5.  NON CONTRACTUAL EXCHANGES

    Non contractual exchanges  are  subject  to  evidence  of insurability.
Premiums  for  the  risk  resulting from the exchange will be reflected  in
Parts I and II of Schedule C.


6.  PROGRAM OF INTERNAL REPLACEMENT

    Should the Company, its  affiliates, successors, or assigns, initiate a
program of internal replacement,  as  defined below, that would include any
of the risks reinsured hereunder, the Company  will  immediately notify the
reinsurer.  For each risk reinsured hereunder that has  been replaced under
a program of internal replacement, the reinsurer shall have  the option, at
its sole discretion, of either treating the risks reinsured as  recaptured,
or continuing reinsurance on the new policy under this Agreement.  The term
"program of internal replacement" shall mean any program offered to a class
of policy owners in which a policy or any portion of a policy is  exchanged
for another policy, not reinsured under this Agreement, which is written by
the Company, its affiliates, successors, or assigns.


                   ARTICLE VIII - DAC TAX

    Life  Re  and  the  Company  hereby agree to the following pursuant  to
Section 1.848-2(g)(8) of the Income Tax Regulation under Section 848 of the
Internal Revenue Code of 1986, as amended.

    (a) The term "party" will refer  to  either  Life  Re or the Company as
        appropriate.

    (b) The  terms  used  in  this  Article  are  defined  by reference  to
        Regulation  1.848-2.   The term "net consideration" will  refer  to
        either net consideration  as  defined  in Regulation Section 1.848-
        2(f) or gross amount of premiums and other consideration as defined
        in Regulation Section 1.848-3(b) as appropriate.

    (c) Each party shall attach a schedule to its federal income tax return
        which identifies the relevant reinsurance  agreements for which the
        joint election under the Regulation has been made.

    (d) The  party  with  net  positive consideration, as  defined  in  the
        Regulation promulgated under  Code  Section 848, for such agreement
        for   each   taxable  year,  shall  capitalize   specified   policy
        acquisition expenses  with respect to such agreement without regard
        to the general deductions limitation of Section 848(c)(1).

    (e) Each party agrees to exchange  information pertaining to the amount
        of  net consideration under such  agreement  each  year  to  ensure
        consistency.

            LIFE RE AGREEMENT #6550-1

<PAGE>
                   ARTICLE IX - RECAPTURE

1.  STANDARDS FOR RECAPTURE

    If the Company  increases  its maximum retention from the maximum limit
of retention set forth in Schedule  A,  the  Company may elect to recapture
that portion of each Reinsured Policy equal to  the  difference between the
Company's new limit of retention and the Company's old  limit of retention,
subject to the provisions of this Article IX.  If the Company  elects  this
type  of  recapture, the Company may only recapture Reinsured Policies that
meet both of  the  following requirements: (a) Reinsured Policies that have
been in force for ten  (10)  years and (b) Reinsured Policies for which the
Company maintained its maximum limit of retention at the time the Reinsured
Policy was issued.


2.  METHOD OF RECAPTURE

    If the Company elects to recapture,  the Company will notify Life Re in
writing within ninety days from the effective  date  of the increase in its
limit  of  retention.   If  the Company elects to recapture  one  Reinsured
Policy under this provision,  the  Company  must  recapture every Reinsured
Policy  that  meets the requirements set forth in Article  IX,  Section  1,
above.

    Recapture for each Reinsured Policy will occur on the later to occur of
(a) the next anniversary  of  the  Reinsured Policy or (b) the tenth (10th)
anniversary of the Reinsured Policy.   The  amount  of  reinsurance  on the
Reinsured  Policy will be reduced so that the total amount of risk retained
by the Company will be equal to the Company's maximum limit of retention.

    If two or  more  reinsurers  have  reinsurance  on  the  same Reinsured
Policy,  Life Re's portion of the reduction will be in proportion  to  Life
Re's share of the total reinsurance on the Reinsured Policy.


                   ARTICLE X - INSOLVENCY

    All reinsurance  under this Agreement will be paid on demand by Life Re
directly to the Company,  its liquidator, receiver, or statutory successor,
on the basis of the liability  of  the Company under the policy or policies
reinsured without diminution because  of the insolvency of the Company.  In
the event of the insolvency of the Company,  the  liquidator,  receiver, or
statutory successor of the Company will give written notice to Life Re of a
pending claim against Life Re or the Company on any policy reinsured within
a   reasonable   time  after  the  claim  is  filed  in  the  conservation,
liquidation,  or insolvency  proceedings.   While  the  claim  is  pending,
Life  Re  may investigate  and  interpose,  at  its  own  expense,  in  the
proceedings where the claim is to be adjudicated, any defenses which it may
deem available  to  the  Company  or its liquidator, receiver, or statutory
successor.  The expense incurred by  Life  Re  will  be charged, subject to
court  approval,  against  the  Company as an expense of the  conservation,
liquidation, or insolvency to the  extent  of  a proportionate share of the
benefit that accrues to the Company as a result of the defenses by Life Re.
Where two or more reinsurers are involved and a  majority in interest elect
to defend a claim, the expense will be apportioned  in  accordance with the
terms of this Agreement as if the expense had been incurred by the Company.


                  ARTICLE XI - ARBITRATION

    Life Re and the Company intend that any dispute between  them  under or
with   respect  to  this  Agreement  be  resolved  without  resort  to  any
litigation.   Accordingly,  Life  Re  and  the Company agree that they will
negotiate diligently and in good faith to agree  on a mutually satisfactory
resolution of any such dispute; PROVIDED, HOWEVER, that if any such dispute
cannot be so resolved by them within sixty calendar  days  (or  such longer
period  as the parties may agree) after commencing such negotiations,  Life
Re and the  Company agree that they will submit such dispute to arbitration
in the manner  specified  in,  and  such  arbitration  proceeding  will  be
conducted  in  accordance  with,  the  rules  of  the  American Arbitration
Association.

    The  arbitration  hearing will be before a panel of three  arbitrators,
each of whom must  be a  present  or  former officer of a life insurance or
life reinsurance company.  Life Re and  the  Company  will each appoint one
arbitrator  by  written  notification  to  the  other  party within  thirty
calendar days after the date of the mailing of the notification  initiating
the  arbitration.   These  two  arbitrators  will  then  select  the  third
arbitrator within sixty calendar days after the date of the mailing of  the
notification initiating arbitration.

    If  either  Life  Re  or the Company fails to appoint an arbitrator, or
should the two arbitrators  be  unable  to agree upon the choice of a third
arbitrator, the president of the American Arbitration Association or of its
successor  organization or (if necessary)  the  president  of  any  similar
organization  designated  by  lot  of Life Re and the Company within thirty
calendar days after the request will appoint the necessary arbitrators.

    The vote or approval of a majority  of  the arbitrators will decide any
question considered by the arbitrators; PROVIDED,  HOWEVER,  that if no two
arbitrators  reach  the same decision, then the average of the two  closest
mathematical determinations  will  constitute  the  decision  of  all three
arbitrators.  The place of arbitration will be Stamford, Connecticut.  Each
decision (including without limitation each award) of the arbitrators  will
be  final and binding on all parties and will be nonappealable, and (at the
request  of either Life Re or the Company) any award of the arbitrators may
be confirmed  by a judgment entered by any court of competent jurisdiction.
No  such  award or  judgment  will  bear  interest.   Each  party  will  be
responsible  for paying (a) all fees and expenses charged by its respective
counsel, accountants,  actuaries,  and other representatives in conjunction
with such arbitration and (b) one-half  of the fees and expenses charged by
each arbitrator.


              ARTICLE XII - GENERAL PROVISIONS

1.  REINSURER'S RIGHT OF NOTICE OF UNUSUAL PRACTICES

    In  providing  reinsurance  facilities  to   the   Company  under  this
Agreement,  Life  Re  has granted the Company considerable  authority  with
respect to automatic binding  power, reinstatements, claim settlements, and
the  general  administration of the  reinsurance  account.   To  facilitate
transactions, Life  Re  has  required the minimum amount of information and
documentation possible, reflecting  its  utmost faith and confidence in the
Company.   Life  Re  assumes  that, except as  otherwise  notified  by  the
Company, the underwriting, claims and other insurance practices employed by
the Company with respect to reinsurance  ceded  under  this  Agreement  are
generally  consistent  with  the  customary  and  usual  practices  of  the
insurance  industry  as  a  whole.   If the Company changes or modifies its
practices or engages in exceptional or  uncustomary  practices, the Company
agrees  to  make  those  practices  known to Life Re before  assigning  any
liability to Life Re with respect to  any  reinsurance  issued  under  such
practices.


2.  POLICY FORMS AND RATES

    Upon  request,  the  Company  will  furnish  Life Re with a copy of its
application forms, policy and rider forms, premium and non-forfeiture value
manuals, reserve tables, actuarial memoranda, and any other forms or tables
needed for proper handling of reinsurance under this  Agreement.   Life  Re
must  agree in writing before incurring additional liability resulting from
any changes  to  policies, policy riders or amendments reinsured under this
Agreement.


3.  REINSURANCE CONDITIONS

    The reinsurance  is  subject  to the same limitations and conditions as
the insurance under the policy or policies  written by the Company on which
the reinsurance is based.

            LIFE RE AGREEMENT #6550-1

<PAGE>
4.  ERRORS AND OMISSIONS

    If either the Company or Life Re unintentionally  fails  to  perform an
obligation that affects this Agreement and such failure results in an error
on  the  part  of  the  Company or Life Re, the error will be corrected  by
restoring both the Company  and  Life  Re  to the positions they would have
occupied had no such error occurred.  For business reported but not covered
under the provisions of this Agreement, Life Re shall be obligated only for
the return of premium paid, plus interest as provided below.

    Any  amounts due under this Section 4 will  bear  interest  at  a  rate
agreed upon  by  the Company and Life Re or at a rate equal to the Interest
Rate as described in Article V.6.


5.  OFFSET

    Any amount which  either  the  Company  or  Life  Re  is  contractually
obligated to pay to the other party may be paid out of any amount  which is
due  and  unpaid  under  this  Agreement.   The  application of this offset
provision  will  not be deemed to constitute diminution  in  the  event  of
insolvency.


6.  INSPECTION

    Upon reasonable notice, Life Re may inspect any and all books, records,
documents or similar information relating to or affecting reinsurance under
this Agreement at  the  home  office  of the Company during normal business
hours.


7.  ENTIRE AGREEMENT

    This Agreement and the Schedules attached  hereto  supersede  all prior
discussions  and  written  and  oral  agreements  between  the parties with
respect  to the subject matter of this Agreement.  This Agreement  and  the
Schedules attached hereto contain the sole and entire agreement between the
parties hereto with respect to the subject matter hereof.


8.  AMENDMENT

    This  Agreement  may  be  modified  or  amended  only  with  a  written
instrument properly signed on behalf of the Company and Life Re.

            LIFE RE AGREEMENT #6550-1

<PAGE>
9.  COUNTERPARTS

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


10. NO ASSIGNMENT

    Except as otherwise provided  herein,  neither  party hereto may assign
this  Agreement  or any right hereunder or part hereof  without  the  prior
written consent of the other party hereto.


11. BINDING EFFECT

    This Agreement  is  binding  upon  and will inure to the benefit of the
parties and their respective successors and permitted assignees.


12. NOTICES

    Any  notice,  request,  instruction, or  other  document  to  be  given
hereunder by any party hereto  to the other party hereto will be in writing
and (a) delivered personally, (b)  sent  by  facsimile,  (c)  delivered  by
overnight  express,  or  (d)  sent by registered or certified mail, postage
prepaid, as follows:

If to the Company, to:

            Standard Life Insurance Company of Indiana
            9100 Keystone Crossing
            Indianapolis, IN  46240
            Attention:  Reinsurance Administration
            Facsimile:  317/574-6272

If to Life Re, to:

            Life Reassurance Corporation of America
            969 High Ridge Road
            Stamford, Connecticut 06905
            Attention: Vice President, Administration
            Facsimile: 203/321-3200

            LIFE RE AGREEMENT #6550-1

<PAGE>
or at such other address for a  party  as will be specified by like notice.
Each  notice  or  other  communication required  or  permitted  under  this
Agreement that is addressed  as  provided  in  this  Article  XII  will, if
delivered  personally  or  by  overnight  express,  be  deemed  given  upon
delivery;   will,   if   delivered   by   facsimile  or  similar  facsimile
transmission, be deemed delivered when electronically  confirmed; and will,
if delivered by mail in the manner described above, be deemed  given on the
third business day after the day it is deposited in a regular depository of
the United States Mail.

    Please send all cash remittances to:

            Life Reassurance Corporation of America
            P.O. Box 1797
            Stamford, Connecticut  06904


            ARTICLE XIII - DURATION OF AGREEMENT

    This Agreement will be effective on and after the effective date stated
in  Article  I.   It is unlimited in duration but may be amended by  mutual
consent of the Company and Life Re.  This Agreement may be terminated as to
new reinsurance by  either  party  giving  90  days'  written notice to the
other.   Termination  as  to  new  reinsurance  does  not  affect  existing
reinsurance.   Existing reinsurance will remain in force until  termination
of the Company's  policy  or  policies on which the reinsurance is based in
accordance  with  the  terms  of  this   Agreement.    Notwithstanding  the
foregoing,  Life  Re  may terminate this Agreement as to new  and  existing
reinsurance in the event  the  Company does not pay premiums to Life Re, as
provided in Article V.

            LIFE RE AGREEMENT #6550-1

<PAGE>
                   ARTICLE XIV - EXECUTION

    IN  WITNESS  WHEREOF,  Life Re  and  the  Company  have  executed  this
Agreement on the dates set forth below.



          STANDARD LIFE INSURANCE COMPANY OF INDIANA



Date: December 8, 1997        By: Edward T. Stahl

Place:  Indianapolis, IN      Title: Executive Vice President and Secretary

Witness: Carla J. James

            LIFE REASSURANCE CORPORATION OF AMERICA



Date: September 29, 1997      By: Claudia Cannatara

Place:      Stamford, CT      Title: Vice President

Witness: Sarah L. Komar

            LIFE RE AGREEMENT #6550-1

<PAGE>








                    AGREEMENT NUMBER 6550-1

RETENTION LIMITS

    A.  LIFE

        The Company will cede 100% of the excess over the retention shown
        below:

        AGES            RETENTION

        0 - 80          $25,000

    B.  WAIVER OF PREMIUM

        Same as Life


LIFE RE'S SHARE

        Life Re's share of the ceded reinsurance amount will be 50%.


AUTOMATIC BINDING LIMITS

    A.  LIFE

        Fourteen times the retention up to a maximum of $350,000, of which
        Life Re's share is 50% or $175,000.

    B.  WAIVER OF PREMIUM

        Same as Life


PLANS COVERED

    The preceding schedules refer to insured lives whose surnames begin
    with the letters A through Z under the following plans:

    PLAN        Secure Life (Form ULS197U)

    RIDERS  Waiver of Premium
            Term Insurance Rider
            Spouse Term Rider






                    AGREEMENT NUMBER 6550-1


Reinsurance premiums will be  based  on  Standard  Life Insurance Company's
upper  band  ($100,000+)  cost  of  insurance  rates,  age  last  birthday,
multiplied by the following percentages:


        YEAR            SELECT NON-SMOKER           SELECT SMOKER

          1                  O%                      0%
        2 - 10              40%                     50%
         11 +               60%                     80%

            LIFE RE AGREEMENT #6550-1

<PAGE>





                    AGREEMENT NUMBER 6550-1


The discounts granted for reinsurance amounts expressed  as a percentage of
the premium rate charged by the Company are shown below for each applicable
benefit:



        BENEFIT                   FIRST YEAR    RENEWAL YEARS


LIFE INSURANCE - FLAT EXTRA PREMIUMS


Aviation Hazards                                     10% 10%
Temporary Extras (<= 5 years)                        10% 10%
Permanent Extras (> 5 years)                         75%  10%


WAIVER OF PREMIUM DISABILITY                         75%  10%


   *    On cessions in excess of $10,000,000, Life Re reserves the right to
        adjust the discounts/rates and expenses.

            LIFE RE AGREEMENT #6550-1

<PAGE>


                    AGREEMENT NUMBER 6550-1

RETENTION LIMITS

          A.   LIFE

               The Company will cede 100% of the excess over the retention
               shown below:

               AGES           RETENTION

               0 - 80              $25,000

          B.   WAIVER OF PREMIUM

               Same as Life


LIFE RE'S SHARE

               Life Re's share of the ceded reinsurance amount will be 50%.


AUTOMATIC BINDING LIMITS

          A.   LIFE

               Seven times the retention up to a maximum of $350,000, of
               which Life Re's share is 50% or $162,500.

          B.   WAIVER OF PREMIUM

               Same as Life


PLANS COVERED

          The preceding schedules refer to insured lives whose surnames
          begin with the letters A through Z under the following plans:

          PLAN      Secure Life (Form ULS197U)

          RIDERS    Waiver of Premium
                    Term Insurance Rider
                    Spouse Term Rider

            LIFE RE AGREEMENT #6550-1
            11/25/1997

<PAGE>