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                                                                   EXHIBIT 10.24


                                   2987-00-00






                        ADMINISTRATIVE SERVICES AGREEMENT

                                 BY AND BETWEEN

                             RGA REINSURANCE COMPANY

                           (HEREIN CALLED THE CLIENT)

                                       AND

                     GENERAL AMERICAN LIFE INSURANCE COMPANY

                     (HEREIN CALLED THE SERVICE CONTRACTOR)

WHEREAS, the Client is an insurance company licensed in various states; and

WHEREAS, the Service Contractor is an insurance company licensed in various
states and capable of providing various administrative services; and

WHEREAS, the Client reinsures certain Bank Owned Life Insurance ("BOLI")
policies (hereinafter called "the Policies"); and

WHEREAS, the Client desires that the Service Contractor provide certain services
in connection with the administration and operation of the Policies; and

WHEREAS, the Service Contractor is willing to provide such services;

NOW, THEREFORE, in consideration of the payments to the Service Contractor as
provided for herein and subject to the terms and conditions contained herein, it
is hereby agreed as follows:

Section 1.  Services

The Service Contractor will provide the services listed in Appendix A, subject
to modification as provided herein, for the administration and operation of the
Policies; such services to be coordinated by a representative of the Service
Contractor to assure effective and efficient operation of the Policies. Such
policies shall be as covered under the Automatic Coinsurance Agreement and the
Automatic Yearly Renewable Term Agreement between USAA Life Insurance Company
and RGA Reinsurance Company effective January 1, 1997, attached as Appendix C
and Appendix D.
Section 2.  Client Reports Records and Information


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The Service Contractor hereby agrees to furnish the Client with certain
necessary reports, records, and information (see Exhibit F in Appendix C) in
order to carry out its duties hereunder.

It is mutually agreed that the Service Contractor shall not be responsible for
delay in the performance of its duties under this Agreement or for
non-performance hereunder, if such delay or non-performance is caused or
contributed to in whole or in part by the failure of the Client to promptly
furnish any required information.

Section 3.  Payments to the Service Contractor

For each month in which the Service Contractor performs duties pursuant to this
Agreement, the Client shall make payment to the Service Contractor of amounts
due within 10 days of the date of notification to the Client by the Service
Contractor. The amount due shall be determined in accordance with the Payment
Schedule in Appendix B.

The Service Contractor shall have the right to adjust its fees as of the date
(a) the Policies are amended to modify benefits, or (b) its cost of operation is
increased solely by virtue of a change in charges to the Service Contractor by a
governmental unit, but such adjustment shall be limited to the amount of the
change. The Service Contractor also shall have the right to adjust its fees on
the annual anniversary of this Agreement and annually thereafter.

Section 4.  General Provisions

         (a)      The Service Contractor in performing its duties under this
                  Agreement is acting only as agent of the Client, and the
                  rights and responsibilities of the parties shall be determined
                  in accordance with the law of agency except as otherwise
                  herein provided.

         (b)      The Service Contractor shall use reasonable care and diligence
                  in the exercise of its powers and the performance of its
                  duties hereunder, but shall not be liable for any mistake of
                  judgment or other action taken in good faith, or for any loss
                  unless resulting from its gross negligence.

         (c)      The Service Contractor agrees to indemnify the Client and hold
                  the Client harmless against any and all loss, damage, and
                  expense, including court costs and attorney's fees, resulting
                  from or arising out of the dishonest, fraudulent, criminal
                  acts or acts of gross negligence of the Service Contractor's
                  employees, either acting alone or in collusion with others.





         (d)      Except as provided in (c) above, the Client agrees to
                  indemnify the Service Contractor and hold the Service
                  Contractor harmless against any and all loss,


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                  damage, and expense, including court costs and attorney's
                  fees, resulting from or arising out of claims, demands, or
                  lawsuits brought against the Service Contractor in
                  administering the Policies or to recover benefits under the
                  Policies, including compensatory, punitive, or other damages,
                  and including but not limited to claims for premium taxes by
                  any governmental unit or other assessments made against the
                  Service Contractor by governmental units.

         (e)      The Service Contractor shall consult with the Client or legal
                  counsel designated by the Client in claim matters that are
                  beyond the ordinary. In the defense of any legal action on a
                  claim for benefits, the Service Contractor will furnish the
                  Client and its legal counsel all pertinent information
                  regarding the disputed claim, including the basis for its
                  denial. The defense of any legal action on a claim for
                  benefits shall not be the obligation of the Service
                  Contractor.

         (f)      The Service Contractor shall be entitled to rely upon any
                  communication believed by the Service Contractor to be genuine
                  and to have been signed or presented by the proper party or
                  parties.

                  The Service Contractor shall not be bound by any notice,
                  direction, requisition, or request unless and until it shall
                  have been received in writing, or by facsimile, by the Service
                  Contractor at its St. Louis, Missouri address, or at such
                  other address as the Service Contractor specifies for the
                  purposes of this Agreement by notice in writing addressed to
                  the Client. Notices or communications from the Service
                  Contractor to the Client shall be addressed to the Client and
                  shall be sent by mail or facsimile to the Client at the same
                  address designated by the Client.

         (g)      The Service Contractor shall have no power or authority to
                  alter, modify, or waive any terms or conditions of the
                  Policies, or to waive any breach of any such terms or
                  conditions, or to bind the Client, or to waive any of its
                  rights, by making any statement or by receiving at any time
                  any notice; or information.

         (h)      The Service Contractor shall have no power or authority to act
                  for or on behalf of the Client other than as herein expressly
                  granted, and no other or greater power or authority shall be
                  implied by the grant or denial of power or authority
                  specifically mentioned herein.







         (i)      The Service Contractor shall hold as the property of the
                  Client all papers, books, files, correspondence and records of
                  all kinds which at any time shall come into its possession or
                  under its control relating to the transactions performed by
                  the


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                  Service Contractor for the Client under this Agreement, and
                  shall surrender them to the Client upon termination of this
                  Agreement or upon prior request, except the Service Contractor
                  may periodically destroy such material as it would usually
                  destroy in the normal course of business.

         (j)      The Client shall have the right at all reasonable times and
                  upon reasonable notice to inspect at the office of the Service
                  Contractor or office of the Subcontractor all books, records
                  and documents relating to the administration of the Policies
                  under this Agreement and which relate to such inspection. Any
                  costs of such inspections shall be borne by the Client.

         (k)      Failure by the Client or the Service Contractor to insist upon
                  compliance with any provision of this Agreement at any given
                  time or under any given set of circumstances shall not operate
                  to waive or modify such provision or in any manner render it
                  unenforceable, as to any other time or as to any other
                  occurrence, whether the circumstances, are, or are not, the
                  same and no waiver of any of the terms or conditions of this
                  Agreement shall be valid or of any force or effect unless
                  contained in a written instrument specifically expressing such
                  waiver and signed by a person duly authorized to sign such
                  waiver.

         (l)      This Agreement, including any appendices or supplements
                  thereto, shall constitute the entire contract between the
                  parties and shall govern the rights, liabilities and
                  obligations of the parties hereto, except as it may be
                  modified in accordance with the provisions of Section 4.

         (m)      Except as otherwise provided herein, any assignment of this
                  Agreement or of any rights hereunder shall be void and of no
                  force or effect.

         (n)      It is understood that the Service Contractor performs purely
                  ministerial functions for the Client within a framework of
                  policies, interpretations, rules, practices and procedures
                  made by the Client.

         (o)      Under no circumstances shall the Service Contractor be
                  considered the named fiduciary under the Policies.

Section 5.  Controlling Law

This Agreement shall be construed and enforced according to the laws of the
State of Texas.






Section 6.  Separability

In the event any provision of this Agreement shall be held illegal or invalid
for any reason by law



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or a court of competent jurisdiction, said illegality or invalidity shall not
affect the remaining parts of this Agreement, but it shall be construed and
enforced as if said illegal or invalid provisions had not been included herein
either initially, or beyond the date it is first held to be illegal or invalid
if after the effective date of this Agreement, provided the basic purposes
hereof can be effectuated through the remaining valid and legal provisions.

Section 7.  Counterparts

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

Section 8.  Currency and Place of Payments

All sums payable to, or payable by, the Service Contractor pursuant to this
Agreement shall be payable in the lawful currency of the United States of
America at its St. Louis, Missouri office.

Section 9.  Termination of Agreement

         (a)      If any state or other jurisdiction enacts a law which
                  prohibits the continuance of this Agreement, or the existing
                  law is interpreted to so prohibit the continuance of this
                  Agreement, the Agreement shall terminate automatically as to
                  such time or jurisdiction on the effective date of such law or
                  interpretation.

         (b)      The Client reserves the right to terminate this Agreement as
                  of any anniversary of the effective date of this Agreement by
                  giving written notice to the Service Contractor at least
                  ninety (90) days in advance of such date.

         (c)      The Service Contractor reserves the right to terminate this
                  Agreement.

                  (i)      As of January 1, 2000, or any anniversary of that
                           date, after January 1, 2000 by giving written notice
                           to the Client at least one-hundred and eighty (180)
                           days in advance of such date, and

                  (ii)     If the Client fails to make payments, pursuant to
                           Section 3, Termination of this Agreement in
                           accordance with this Item (ii) will be effective
                           immediately upon written notice from the Service
                           Contractor to the Client. Such notice may be by
                           telegram, facsimile, or delivered in person.





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers duly authorized to do so, to be effective as of
January 1, 1997.

Dated at ________________________      RGA REINSURANCE COMPANY



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this ____________ day of ________        By:_____________________________

                                         ________________________________
                                         (Official Title)




Dated at ________________________        GENERAL AMERICAN LIFE INSURANCE COMPANY

this _________ day of ___________        By:_____________________________

                                         ________________________________




























                                   APPENDIX A

                SERVICES TO BE PROVIDED BY THE SERVICE CONTRACTOR




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        TO BE ATTACHED TO AND MADE A PART OF THE AGREEMENT BY AND BETWEEN

                             RGA REINSURANCE COMPANY

                                       AND

                     GENERAL AMERICAN LIFE INSURANCE COMPANY

The services to be performed by the Service Contractor are as set forth as
follows.

Section 1.  Administration Services Provided

         (a)      Pre-Submission Approval. While no individual underwriting of
                  insureds is required on the Policies, the Service Contractor
                  will review, approve and/or make recommendations to the census
                  within defined guarantee issue parameters.

         (b)      Policy Issue. The Service Contractor will build the policy
                  administration records and prepare the master policy documents
                  within 90 days from receipt of monies, providing all necessary
                  submission requirements, (i.e., consent forms, master
                  application and census) are received.

         (c)      Premiums. The Service Contractor will perform the necessary
                  accounting to record all premium payments.

         (d)      Inforce Policy Administrator.

                  (i)      The Service Contractor will provide monthly reporting
                           of values within five days following the ninth
                           valuation date. The date is the issue day of the
                           policy.

                  (ii)     The Service Contractor will support policy changes.
                           These changes include title changes/ownership's,
                           beneficiary, assignee, name change) and contractual
                           changes (such as face inverses).

                  (iii)    The Service Contractor will calculate death claim
                           values in accordance with the terms of the Policies
                           and provide such values to Client for payment.




                             APPENDIX A (CONTINUED)

                  Section 2.  Financial Management Services Provided.


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         (a)      The Service Contractor will provide:

                  (i)      cash flow testing report annually to show that
                           adequate reserves have been set aside;

                  (ii)     quarterly reports providing general ledger and
                           policy reserves data;

                  (iii)    annual Statement data for insurance in force
                           exhibits;

                  (iv)     experience analyses (lapses and mortality) annually,
                           with recommendations as to modification;

                  (v)      interest Crediting Rate analysis, report and
                           recommendations, on an annual basis,

                  (vi)     a monthly billing statement for services provided
                           under this agreement.

















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                                   APPENDIX B

                                PAYMENT SCHEDULE


        TO BE ATTACHED TO AND MADE A PART OF THE AGREEMENT BY AND BETWEEN


                             RGA REINSURANCE COMPANY

                                       AND

                     GENERAL AMERICAN LIFE INSURANCE COMPANY


The amount due the Service Contractor will be the following amounts:

Acquisition Expenses                   $5,000 per Case
Inforce Administration                 $0.40 per policy per month, plus .02%
                                       (annualized rate) times the Fund Value of
                                       the Policies
Product Management                     .05% (annualized rate) times the Fund
                                       Value of the Policies

The Fee is paid to the Service Contractor for services provided as outlined in
this Agreement. Fees for additional services not outlined in this agreement are
negotiable.


















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