Exhibit
10.6  EXECUTION COPY  INDEMNITY REINSURANCE AGREEMENT   between   AMERICAN PROGRESSIVE LIFE AND
HEALTH
INSURANCE COMPANY OF NEW YORK  (Ceding Company)   and   FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY  (Reinsurer)  Effective as of April 1, 2009


TABLE OF CONTENTS  PageARTICLE I
  DEFINITION OF TERMS
  
  1Section 1.1.   Definitions
  
  1Section 1.2.   Construction
  
  9Section 1.3.   Headings
  
  9ARTICLE II
  BASIS OF COINSURANCE
  
  9Section 2.1.   Coinsurance
  
  9Section 2.2.   Duration of Coinsurance; Recapture
  
  10Section 2.3.   Parties to Coinsurance
  
  10ARTICLE III
  CLOSING AND CONSIDERATION
  
  10Section 3.1.   Settlement Amount
  
  10ARTICLE IV
  COOPERATION BETWEEN THE CEDING COMPANY AND THE REINSURER
  FOLLOWING THECOINSURANCE EFFECTIVE DATE
  
  12Section 4.1.   Ceding Company Service Period
  
  12Section 4.2.   Premium Payments, Negotiation of Checks
  
  12Section 4.3.   Reserves
  
  12Section 4.4.   Reserve Credits
  
  12Section 4.5.   Premium Taxes
  
  12Section 4.6.   Payments Relating to Commissions
  
  13Section 4.7.   Guaranty Fund Assessments
  
  13Section 4.8.   Reports
  
  13Section 4.9.   Monthly Settlement
  
  13Section 4.10. Audit
  
  14ARTICLE V
  UNDERTAKINGS OF CEDING COMPANY FOLLOWING THE COINSURANCE
  EFFECTIVE DATE
  
  14Section 5.1.   Cooperation
  
  14ARTICLE VI
  INDEMNIFICATION
  
  14Section 6.1.   Indemnification by the Ceding Company
  
  14Section 6.2.   Indemnification by the Reinsurer
  
  15Section 6.3.   Indemnification and Arbitration Procedures
  
  16Section 6.4.   Cooperation
  
  16Section 6.5.   Payment in Full for Losses
  
  17  i


ARTICLE VII
  INSOLVENCY
  
  17Section 7.1.   Payment of Benefits under an Insolvency
  
  17ARTICLE VIII
  ARBITRATION
  
  17Section 8.1.   Agreement to Arbitrate
  
  17Section 8.2.   Method
  
  17Section 8.3.   Power of Arbitrators
  
  18Section 8.4.   Arbitration Fees and Expenses; Decision
  
  18ARTICLE IX
  GENERAL PROVISIONS
  
  19Section 9.1.   Notices
  
  19Section 9.2.   Confidentiality
  
  19Section 9.3.   Misunderstandings and Oversights
  
  19Section 9.4.   Reinstatements
  
  19Section 9.5.   Entire Agreement
  
  19Section 9.6.   Waivers and Amendments
  
  19Section 9.7.   No Third Party Beneficiaries
  
  20Section 9.8.   Binding Effect; No Assignment
  
  20Section 9.9.   Governing Law
  
  20Section 9.10. Counterparts
  
  20Section 9.11. Severability
  
  20Section 9.12. Exhibits and Schedules
  
  20Section 9.13. Election Statement
  
  20Section 9.14. Additional Tax Provisions
  
  21Section 9.15. Set Off
  
  21  SCHEDULE 3.1           SETTLEMENT
AMOUNT SCHEDULE 4.6           PAYMENTS
RELATING TO COMMISSIONS SCHEDULE 4.9           MONTHLY
SETTLEMENT REPORTS EXHIBIT A                  POLICY
FORMS AND PLAN CODES, SUM OF ALL RESERVE ITEMS EXHIBIT B                  STATUTORY
RESERVES AND LIABILITIES BY POLICY EXHIBIT C                  TRANSFERRED
ASSETS  ii


INDEMNITY REINSURANCE AGREEMENT  THIS INDEMNITY REINSURANCE
AGREEMENT(theAgreement), effective as of April 1, 2009, is made and
entered into by and between AMERICAN
PROGRESSIVE LIFE AND HEALTH INSURANCE COMPANY OF NEW YORK, a New
York stock life and health insurance company (the Ceding Company) and FIRST
ALLMERICA FINANCIAL LIFE INSURANCE COMPANY, a Massachusetts stock
life insurance company (the Reinsurer).  WHEREAS, the Ceding Company has issued or assumed certain
life insurance and annuity Policies, which are identified by policy form number
and/or plan code on Exhibit Aattached
hereto; and  WHEREAS, the Ceding Company, together with certain of its
Affiliates named therein, and Commonwealth have entered into (i) that
certain Master Agreement dated November 26, 2008, as amended by Amendment
Number 1 to Master Agreement, dated April 24, 2009 (theAmendment), with Reinsurer (collectively, the Master Agreement) and (ii) that certain Joinder Agreement,
dated January 9, 2009, with the Reinsurer (the Joinder Agreement), pursuant to which, among other things, the Ceding
Company and the Reinsurer have mutually agreed to enter into this Agreement
pursuant to which the Ceding Company shall cede, and the Reinsurer shall
indemnity reinsure, the Insurance Liabilities on a one hundred percent (100%)
coinsurance basis on the terms and conditions stated herein.  NOW, THEREFORE, in consideration of the mutual promises
and covenants set forth herein and in the Master Agreement and Joinder
Agreement, and in reliance upon the representations, warranties, conditions and
covenants contained herein and therein, and intending to be legally bound
hereby, the Ceding Company and the Reinsurer hereby agree as follows:  ARTICLE I  DEFINITION OF TERMS  Section 1.1.Definitions. Capitalized terms used in this Agreement, but not
otherwise defined in this Article I, shall have the meaning given thereto in the Master Agreement. The
following capitalized words and terms shall have the following meanings when
used in this Agreement:  (a)           Affiliate has the meaning ascribed
thereto in the Master Agreement.  (b)Agreement has the meaning set forth in the Preamble.  (c)Amendment has the meaning set forth in the second recital
hereof.  (d)Applicable Law has the meaning ascribed thereto in the Master
Agreement.  1


(e)Approved Designee has the meaning
ascribed thereto in the Services Agreement.  (f)Books and Records has the meaning ascribed thereto in the Master
Agreement.  (g)Business Day has the meaning ascribed thereto in the Master
Agreement.  (h)Ceding Company has the meaning set forth in the Preamble.  (i)Ceding Company Caused Extra
Contractual Liabilities means
all Extra Contractual Liabilities that are not Reinsurer Caused Extra
Contractual Liabilities or Reinsurer Covered Extra Contractual Liabilities.  (j)            Ceding Company Indemnified Parties has the meaning set forth in Section 6.2.  (k)Ceding Company Service Period means the period commencing on the Closing Date
and ending on the Transition Date.  (l)            Closing has the meaning ascribed
thereto in the Master Agreement.  (m)Closing Date has the meaning ascribed thereto in the Master
Agreement.  (n)Closing Date Ceding Commission means the Closing Date Ceding Commission
determined with respect to the Ceding Company pursuant to the Master Agreement.
The Closing Date Ceding Commission shall be credited to the Ceding Company as a
reduction in the Settlement Amount that would otherwise be payable by the
Ceding Company to the Reinsurer at Closing under Section 2.2 of the Master
Agreement and Section 3.1
of this Agreement.  (o)Closing Fee has the meaning ascribed thereto in the Amendment.  (p)           Code means the Internal Revenue Code
of 1986, as amended.  (q)Coinsurance Effective Date means 12:01 a.m. (New York time) on the first
calendar day of the calendar month in which the Closing occurs.  (r)Commonwealth means Commonwealth Annuity and Life Insurance
Company, a Massachusetts stock life insurance company.  (s)Conversion Services has the meaning ascribed thereto in the Services Agreement.  (t)Cost of Capital means the cost of a capital decrease resulting
from the establishment of an Interest Maintenance Reserve liability calculated
as follows:  2


The product of (i) the average of the amounts of the
Interest Maintenance Reserve liability (a) as of the first day of each
calendar year (except in the case of the year in which the Coinsurance
Effective Date occurs, which shall be as of the last day of the calendar
quarter preceding the Coinsurance Effective Date) and (b) as of the last
day of each calendar year, multiplied by (ii) an annual, simple interest
rate equal to 5% (pro-rated for the year in which the Coinsurance Effective
Date occurs) (in this manner, the Cost of Capital is amortized in accordance
with the Ceding Companys Interest Maintenance Reserve amortization schedule as
reported in its statutory annual financial statement dated as of and for the
period ended December 31, 2008 over a period of ten (10) years).  (u)Dispute Notice has the meaning set
forth in Section 3.1(d).  (v)ECL Cap means an amount not to exceed
in the aggregate $10,000,000 in respect of Losses sustained or incurred by, or
asserted against, (x) the Ceding Company Indemnified Parties in respect of
Reinsurer Covered Extra Contractual Liabilities, (y) those other Ceding
Company Indemnified Parties in respect of Reinsurer Covered Extra Contractual
Liabilities under each of the other Coinsurance Agreements (as defined in
the Master Agreement), entered into by Commonwealth and Affiliates of the
Ceding Company of even date herewith, and (z) the Reinsurer or
Commonwealth, as the case may be, in respect of Reinsurer Covered Extra
Contractual Liabilities hereunder and under such other Coinsurance Agreements
identified in clause (y), taken as a whole. For the avoidance of doubt, any
payment made by either the Reinsurer or Commonwealth, as the case may be, (i) in
respect of Reinsurer Covered Extra Contractual Liabilities under any other
such Coinsurance Agreement shall be applied against the ECL Cap under this
Agreement as if such payment had been made hereunder, and (ii) under
clauses (x), (y) or (z) of this definition shall be applied against
the ECL Cap only one time and shall not be counted as a payment made pursuant
to more than one such clause.  (w)Excluded Liabilities means any claim,
obligation or liability arising under, in connection with, or with respect to,
the Policies:  (i)            for Premium Taxes, including any
litigation or expenses concerning Premium Taxes, to the extent arising with
respect to premiums collected on the Policies attributable to all periods
before the Coinsurance Effective Date, and/or to the extent based upon
assessments relating to all periods prior to the Coinsurance Effective Date;  (ii)           (x) in connection with
participation by the Ceding Company, whether voluntary or involuntary, in any
guaranty fund or other residual market mechanism established or governed by any
state or jurisdiction to the extent arising with respect to premiums
attributable to all periods prior to the Coinsurance Effective Date and/or (y) to
the extent based upon regulatory fines or assessments relating to events which
initially occurred or commenced prior to the Transition Date (provided,
that such liability or other obligation will not be an Excluded Liability if it
arose out of any act or omission of the Ceding Company or its Affiliate that
occurred (or in the case of an omission, failed to occur) on or  3


after the Closing Date and was made at the written or
express direction or request of the Reinsurer or its designees);  (iii)          for Ceding Company Caused Extra
Contractual Liabilities;  (iv)          for escheat liabilities arising in
respect of all periods prior to the Coinsurance Effective Date;  (v)           for all Producer Payments;  (vi)          relating to disputes, litigation,
investigations by Governmental Authorities, arbitrations or legal proceedings
arising out of acts or omissions of the Ceding Company or its Affiliates that
occurred prior to the Closing Date in connection with the Policies, solely to
the extent such liabilities are not Extra Contractual Liabilities;  (vii)         for all premiums, payments, fees or
other consideration or amounts due at any time with respect to Reinsurance
Coverage;  (viii)        or portions of the Policies, in each
case, to the extent reinsured or purported by the Ceding Company to be
reinsured under Reinsurance Coverage, whether or not such coverage is collected
or collectible;  (ix)           for any payment to the Internal
Revenue Service or any other Person resulting from or attributable to any act
or omission of the Ceding Company (including errors of product design,
language, or administration, or inaccurate or incomplete data maintained in
Books and Records) resulting in non-compliance of any Policy with the
requirements of the Code to the extent such act or omission was not made at the
written or express direction or request of the Reinsurer or its designees;  (x)            incurred by the Ceding Company in
connection with a breach, or other failure to perform, by the Ceding Company of
the terms of any acquisition agreement pursuant to which any of the Policies
were originally acquired by the Ceding Company, except as such breach or
failure to perform results from acts or omissions by the Ceding Company made at
the written or express direction or request of the Reinsurer or its designees;  (xi)           arising from the remediation
processes in the States of Wisconsin and New York, respectively; and  (xii)          arising from any errors or omissions
made by the Ceding Company, its Affiliates or designees in calculating, paying,
documenting or administering any surrender charges on annuity contracts
included among the Policies, including those errors that arose in respect of surrender
charges in the State of Utah.  4


Excluded Liabilities shall not include any gross
liabilities and obligations incurred by the Ceding Company to the extent
attributable to acts, errors or omissions of the Reinsurer or its designees in
connection with the Reinsurers or its designees (x) exercise of
contractual rights and privileges of the Ceding Company under the Policies
pursuant to the Transaction Agreements, including pursuant to Section 2.1(a) hereof
or (y) performance of Required Services after the Transition Date. In no
event shall the term designees as used in this paragraph or in Section 6.2(d)(i) include
the Ceding Company, its Affiliates or their designees.  (x)            Extra Contractual Liabilities means
all liabilities, obligations and other losses (including lost profits) incurred
or arising at any time under or relating to any Policy that are not covered by,
or that are in excess of, the contractual benefits arising under the express
terms and conditions of such Policies, whether to Policyholders, Producers,
Governmental Authorities or any other Person, which liabilities and obligations
or losses shall include any liability for fines, penalties, forfeitures, excess
or penalty interest, punitive, exemplary, special or any other form of extra
contractual damages relating to the Policies, and attorneys fees and expenses
awarded, and which arise from any act, error or omission of a party or its
designees, whether or not intentional, negligent, in bad faith or otherwise,
including any act, error or omission of a party or its designees relating to (i) the
marketing, underwriting, production, issuance, cancellation or administration
of the Policies, (ii) the investigation, defense, trial, settlement or
handling of claims, benefits or payments arising out of or relating to the
Policies, or (iii) the failure to pay or the delay in payment, or errors
in calculating or administering the payment, of benefits, claims or any other
amounts due or alleged to be due under or in connection with the Policies.  (y)           Final Settlement Amount has the
meaning set forth in Section 3.1(b).  (z)            Final Settlement Date has the meaning
set forth in Section 3.1(e).  (aa)          Governmental
Authority has the meaning ascribed thereto in the Master
Agreement.  (bb)          Independent
Accountant means Deloitte & Touche LLP; provided,
that if such accounting firm is either unable or unwilling to accept such
engagement, the Ceding Company and the Reinsurer shall jointly request the American
Arbitration Association to appoint, within ten (10) Business Days from the
date of such request, an internationally recognized firm of public accountants
independent of both the Ceding Company and the Reinsurer to serve as
Independent Accountant.  (cc)          Insurance Liabilities means all
claims, obligations, indemnities, losses or liabilities (and no others) arising
under, in connection with, or with respect to, the Policies (other than, in all
cases, Excluded Liabilities):  (i)            prior to or after the Coinsurance
Effective Date under the expressterms of the Policies, including (x) any right to purchase
additional coverage and obligations arising under legal or regulatory
requirements, (y) any loss settlements within Policy limits, and (z) all
such liabilities relating to actions, suits or claims instituted at or after
the Coinsurance Effective Date by a Person;  5


(ii)           for Reinsurer Caused Extra
Contractual Liabilities and Reinsurer Covered Extra Contractual Liabilities,
subject to the limitations contained inSection 6.2;  (iii)          for all Premium Taxes, including any
litigation expenses (but only if initiated by or at the request of Reinsurer)
concerning Premium Taxes, to the extent arising with respect to premiums on the
Policies attributable to periods on or after the Coinsurance Effective Date,
and/or to the extent based upon assessments relating to all periods on or after
the Coinsurance Effective Date;  (iv)          (x) in connection with
participation by the Ceding Company, whether voluntary or involuntary, in any
guaranty fund or other residual market mechanism established or governed by any
state or jurisdiction to the extent arising with respect to premiums on the
Policies attributable to periods on or after the Coinsurance Effective Date
and/or (y) to the extent based upon regulatory fines or assessments
relating to periods on or after (A) the Closing Date, but only to the
extent such regulatory fines or assessments arose out of any act or omission of
the Ceding Company or its Affiliate that occurred (or in the case of an
omission, failed to occur) on or after the Closing Date and was made at the
written or express direction or request of the Reinsurer or its designees, or (B) the
Transition Date;  (v)           for all out-of-pocket loss adjustment
expenses incurred from and after the Transition Date by the Ceding Company with
respect to the Policies (other than in connection with the Ceding Companys
participation in such expenses under the Services Agreement);  (vi)          for escheat liabilities for checks
issued by the Reinsurer on or after the Coinsurance Effective Date; and  (vii)         for amounts payable on or after the
Coinsurance Effective Date for returns or refunds of premiums under the
Policies.  (dd)InterimServices has the meaning ascribed thereto in the Services Agreement.  (ee)Joinder Agreement has the meaning ascribed thereto in the second recital hereof.  (ff)            Loss
or Losses has the meaning
ascribed thereto in the Master Agreement.  (gg)Master Agreement has the meaning set forth in the second recital hereof.  (hh)Ongoing Services has the meaning ascribed thereto in the Services Agreement.  6


(ii)            Permitted
Transactions has the meaning ascribed thereto in the Master Agreement.  (jj)            Person has the meaning ascribed
thereto in the Master Agreement.  (kk)Policies
means each of those insurance policy contracts and/or annuity contracts issued
or assumed by the Ceding Company (i) prior to 12:01 a.m. (New York
time) on the Coinsurance Effective Date and that are identified by policy form
number and/or plan code on Exhibit A
attached hereto and that are in effect on the Coinsurance Effective Date or (ii) that
are reinstated in, or otherwise the subject of, a Permitted Transaction.
Policies shall not include any insurance policy contracts and/or annuity
forms (including any net retained liabilities of the Ceding Company thereunder)
in respect of which the Ceding Company has ceded all or a portion of the
liabilities thereunder to Wilton Reassurance Company pursuant to the Wilton Re
Agreements.  (ll)Policyholder has the meaning ascribed thereto in the Master Agreement.  (mm)Premium Taxes means the taxes, assessments, and fees imposed on
premiums relating to the Policies by any state, local, or municipal taxing
authority together with any related interest, penalties and additional amounts
imposed by any taxing authority with respect thereto, including retaliatory
taxes.  (nn)Producer has
the meaning ascribed thereto in the Master Agreement.  (oo)Producer Agreement means any written, oral or other agreement or contract between the
Ceding Company and any Producer, or among or between Producers, including any
assignments of compensation thereunder, and relating to the solicitation, sale,
marketing, production or servicing of any of the Policies.  (pp)Producer Payments has the meaning ascribed thereto in the Master Agreement.  (qq)Recapture Fee has the meaning ascribed thereto in the Amendment.  (rr)Reconciliation Amount has the meaning set forth in Section 3.1(c).  (ss)Regulation
has the meaning set forth in Section 9.13.  (tt)Reinsurance Coverage means all contracts, agreements and treaties of reinsurance between the Ceding Company and any
Third Party Reinsurer that are in force and effect as of the Coinsurance
Effective Date and cover risks associated with the Policies or any portions
thereof.  (uu)Reinsurer
has the meaning set forth in the Preamble.  (vv)Reinsurer Caused Extra Contractual Liabilities has the meaning set forth in Section 6.2(d).  7


(ww)       Reinsurer Covered Extra Contractual Liabilities
has the meaning set forth in Section 6.2(e) (subject to the
limitations therefor in Section 6.2).  (xx)          Reinsurer Indemnified Parties has the
meaning set forth in Section6.1.  (yy)         Required Services has the meaning
ascribed thereto in the ServicesAgreement.  (zz)          Retroceded Liabilities has the meaning
ascribed thereto in the Master Agreement.  (aaa)        SAP
means the statutory accounting practices and procedures required or permitted
by the insurance regulatory authority in the Ceding Companys state of
domicile, consistently applied throughout the specified period and in the
immediately prior comparable period.  (bbb)       Services
Agreement means the services agreement entered into between the
Ceding Company and the Reinsurer of even date herewith.  (ccc)        Settlement
Amount means the amount of the initial reinsurance premium
payment to be made at Closing by the Ceding Company to the Reinsurer in
consideration of the reinsurance of the Policies under this Agreement, which
shall be in an amount calculated pursuant to Schedule
3.1 attached hereto.  (ddd)       Statutory
Reserves and Liabilities means the sum of all of the reserve
items (including reserve items for claims incurred but not reported and claims
in the course of settlement) maintained by the Ceding Company for the Policies,
net of Reinsurance Coverage, as set forth in Exhibit A
attached hereto. Exhibit B
attached hereto sets forth the Statutory Reserves and Liabilities by Policy as
of the Coinsurance Effective Date, as such schedule may be adjusted pursuant to
Section 3.1 of this Agreement.  (eee)        Third
Party Reinsurer has the meaning ascribed thereto in the MasterAgreement.  (fff)          Transaction
Documents means this Agreement, the Master Agreement and the
Services Agreement.  (ggg)       Transferred
Assets means the cash, cash equivalents and other assets
transferred as part of the Settlement Amount and as set forth on Exhibit C attached hereto. Such
Transferred Assets shall be valued as of the Closing Date according to the
mechanics set forth on Exhibit C.  (hhh)       Transition
Date has the meaning ascribed thereto in the ServicesAgreement.  (iii)           Wilton
Re Agreements has the meaning ascribed thereto in theAmendment.  8


Section 1.2. Construction. For the purposes of
this Agreement, (i) words (including capitalized terms defined herein) in
the singular shall be held to include the plural and vice versa and words
(including capitalized terms defined herein) of one gender shall be held to
include the other gender as the context requires; (ii) the terms hereof,
herein and herewith and words of similar import shall, unless otherwise
stated, be construed to refer to this Agreement as a whole (including all of
the Schedules) and not to any particular provision of this Agreement, and
Article, Section, paragraph and Schedule references are to the Articles,
Sections, paragraphs and Schedules to this Agreement, unless otherwise specified;
(iii) the word including and words of similar import when used in this
Agreement shall mean including, without limitation; (iv) all references
to any period of days shall be deemed to be to the relevant number of calendar
days unless otherwise specified; and (v) all references herein to $ or
Dollars shall refer to United States dollars, unless otherwise specified.  Section 1.3. Headings. The Article and Section headings
contained in this Agreement are inserted for convenience of reference only and
shall not affect the meaning or interpretation of this Agreement.  ARTICLE II  BASIS OF COINSURANCE  Section 2.1. Coinsurance.  (a)           Subject
to the terms and conditions of this Agreement, effective as of the Coinsurance
Effective Date, the Ceding Company hereby cedes to the Reinsurer, and the
Reinsurer hereby accepts and reinsures on a one hundred percent (100%)
coinsurance basis, the Insurance Liabilities. The Ceding Company and the
Reinsurer mutually agree that, as between the parties, on and after the
Coinsurance Effective Date, the Reinsurer shall be entitled to exercise all
contractual rights and privileges of the Ceding Company under the Policies in
accordance with the terms, provisions and conditions of such Policies; such
exercise of contractual rights and privileges shall be done on behalf of the
Ceding Company and in accordance with the terms of the Services Agreement.  (b)           In no
event shall such coinsurance with respect to a particular Policy be in force
and binding unless such underlying Policy as issued or assumed by the Ceding
Company is in full force and binding as of the Coinsurance Effective Date or is
the subject of a Permitted Transaction following the Coinsurance Effective
Date.  (c)           With
respect to each of the Policies, the amount of coinsurance hereunder shall be
maintained in force without reduction so long as the Policy remains in full
force without reduction. If there is a reduction with respect to a Policy, the
Reinsurers liability with respect thereto shall be equally reduced. All
coinsurance for which the Reinsurer is liable hereunder shall be subject to the
same rates, terms, conditions, limitations and restrictions as are contained in
the Policy.  9


Section 2.2. Duration of Coinsurance; Recapture.
The coinsurance provided under this Agreement shall remain continuously in
force. The Policies are not eligible for recapture by the Ceding Company.  Section 2.3. Parties to Coinsurance. Article II
of this Agreement provides for indemnity reinsurance solely between the Ceding
Company and the Reinsurer. The acceptance of reinsurance under this Article II
shall not create any right or legal relation between the Reinsurer and any
Policyholder, insured, claimant or beneficiary under a Policy, and the Ceding
Company shall be and remain solely liable to such Policyholder under the
Policy.  ARTICLE III  CLOSING AND CONSIDERATION  Section 3.1. Settlement Amount.  (a)           On the
Closing Date, the Ceding Company agrees to pay the Reinsurer an amount, in the
form of Transferred Assets as designated and valued as of the Closing Date
pursuant to the mechanics set forth on Exhibit C,
equal to the difference between an estimate of: (i) Statutory Reserves and
Liabilities, minus (ii) due and deferred premiums on the Policies as of
the Coinsurance Effective Date, minus (iii) policy loans outstanding on
the Policies as of the Coinsurance Effective Date (net of any accrued and
unearned policy loan interest on such policy loans), minus (iv) the
Closing Date Ceding Commission as set forth on Schedule 3.1 attached hereto, plus (v) the portion of the
Closing Fee due and payable by the Ceding Company to the Reinsurer, as
reflected on Schedule H to the Amendment (collectively, the Settlement Amount). The Settlement Amount
plus interest accrued thereon, as contemplated in Section 2.1 of the
Master Agreement, shall be remitted by the Ceding Company to the Reinsurer to
an account(s) designated in writing by the Reinsurer. Items (i) through
(iii) of this Section 3.1(a) shall reflect the amounts
reported by the Ceding Company as of the quarter-ended immediately preceding
the Closing Date.  (b)           The
parties agree to make adjustments to Exhibit A
andExhibit B attached hereto
and to the Settlement Amount following Closing, based upon (i) Statutory
Reserves and Liabilities for (x) any Policies or Policy claims improperly
or inadvertently omitted or miscalculated in determining the Settlement Amount
or (y) any Policies that were or are the subject of Permitted Transactions
and that were omitted from the calculation of the Settlement Amount as of the
Coinsurance Effective Date, (ii) adjustments to the Closing Date Ceding
Commission pursuant to Section 2.2(d) of the Master Agreement, and (iii) actual
amounts as reported by the Ceding Company as of the Coinsurance Effective Date
for items (i) through (iii) in Section 3.1(a) (such
adjusted amount, the Final Settlement
Amount); provided, however, that any such
adjustments made pursuant to clause (i)(x) will require the prompt prior
written consent of the Reinsurer, which consent shall not be unreasonably
withheld, but no such adjustment will be made pursuant to clause (i)(x) unless
the Ceding Company has notified the Reinsurer in writing of such adjustment
prior to the ninetieth (90th) day following the
Closing Date.  10


(c)           The
Final Settlement Amount will be calculated by the Ceding Company and reported
to the Reinsurer prior to the one hundred twentieth (120th) day following the Closing Date, and if such difference between the
Final Settlement Amount and the Settlement Amount (such difference, the Reconciliation Amount) is (i) a
positive number, then the Ceding Company shall pay such Reconciliation Amount
to the Reinsurer by wire transfer of immediately available funds or (ii) a
negative number, then the absolute value of such negative number, as the
Reconciliation Amount, shall be paid by the Reinsurer to the Ceding Company by
wire transfer of immediately available funds.  (d)           The
Reinsurer shall have ten (10) Business Days to review the Ceding Companys
calculations of the Final Settlement Amount and the Reconciliation Amount and
provide written notice to the Ceding Company of any dispute regarding the
Ceding Companys calculation of such amounts (a Dispute Notice). The Ceding Company and the Reinsurer
shall cooperate in good faith to resolve such dispute as promptly as
practicable and, upon such resolution, make any adjustments to the calculation
of any amount(s) contained in the Ceding Companys calculations of the
Final Settlement Amount and the Reconciliation Amount with the agreement of the
Ceding Company and the Reinsurer. If the Ceding Company and the Reinsurer are
unable to resolve any such dispute within twenty (20) Business Days (or such
longer period as the Ceding Company and the Reinsurer shall mutually agree in
writing) of the Reinsurers delivery of such Dispute Notice, such dispute shall
be resolved by the Independent Accounting Firm, and such determination by the
Independent Accounting Firm shall be final and binding on the parties; provided
that the Reinsurer and the Ceding Company shall submit to the Independent
Accounting Firm statements with respect to their respective positions on
disputed issues and will cooperate with the Independent Accounting Firm by
promptly providing any requested information. Any expenses relating to the
engagement of the Independent Accounting Firm in respect of its services
pursuant to this Section 3.1(d) shall be shared fifty percent
(50%) by the Reinsurer and fifty percent (50%) by the Ceding Company. The
Independent Accounting Firm shall be instructed to use reasonable best efforts
to perform its services within thirty (30) Business Days of submission by the
Reinsurer and the Ceding Company of their respective statements with respect to
the disputes and, in any case, as promptly as practicable after such
submission. If no Dispute Notice is timely delivered by the Reinsurer, the
Ceding Companys calculations of the Final Settlement Amount and the
Reconciliation Amount shall be determinative. If a Dispute Notice is timely
delivered by the Reinsurer, the amounts determined pursuant to the resolution
of such dispute in accordance with this Section 3.1(d), shall be
the Final Settlement Amount and Reconciliation Amount.  (e)           With
respect to each adjustment which shall enter into the calculation of the Final
Settlement Amount and the Reconciliation Amount, interest shall accrue thereon
at an annual rate equal to the Three-Month London Interbank Offering Rate
(LIBOR) as published in the Money Rate Section (or any successor section)
of The Wall Street Journal (or any successor publication) on the (A) Closing
Date, with respect to adjustments made other than pursuant to clause (b)(i)(y) above,
and (B) effective date of a Permitted Transaction with respect to
adjustments made pursuant to clause (b)(i)(y) above. Such interest shall
accrue from the Closing Date (or the effective date of the Permitted
Transaction, as the case may be) to the date the Reconciliation Amount is paid,
which payment date shall be the fifth (5th)
Business Day following the later of (i) the receipt by the Reinsurer of
calculation of the Final Settlement Amount and Reconciliation Amount, and (ii) the
resolution of any dispute in respect of the  11


calculation of the Final Settlement Amount and/or the
Reconciliation Amount (the Final Settlement
Date).  ARTICLE IV  COOPERATION BETWEEN THE CEDING
COMPANY AND 
THE REINSURER FOLLOWING THE COINSURANCE EFFECTIVE DATE  Section 4.1. Ceding Company Service Period.
During the Ceding Company Service Period, the Ceding Company shall provide, or
cause to be provided, Interim Services, Conversion Services and Ongoing
Services in accordance with the Services Agreement. On and after the Transition
Date, the Reinsurer shall provide, or cause to be provided, Required Services
under the terms and conditions of the Services Agreement.  Section 4.2. Premium Payments, Negotiation of
Checks. (i) On and after the Coinsurance Effective Date, all premium
payments, conversion charges and other consideration under the Policies
received by the Ceding Company shall be the sole property of the Reinsurer, and
(ii) any premium payment, conversion charge and other consideration
received by the Ceding Company, to the extent such premium payment, conversion
charge and other consideration covers periods on or after the Coinsurance
Effective Date, shall be remitted in accordance with the Services Agreement.  Section 4.3. Reserves. The Reinsurer agrees
that, on and after the Coinsurance Effective Date, it will establish and
maintain all statutory reserves and liabilities as may be required under the
terms of the Policies, SAP and Applicable Law.  Section 4.4. Reserve Credits. If, as of the
end of any calendar quarter following the Coinsurance Effective Date, the
Ceding Company becomes unable to take full reserve credit with respect to all
the reinsurance provided under this Agreement by the Reinsurer of the Policies
for whatever reason, the Reinsurer will implement, prior to the date on which
the Ceding Company is required by Applicable Law to file its quarterly
statutory financial statement as of and for the period ended on such calendar
quarter end-date with its domiciliary insurance regulatory authority,
alternative arrangements in accordance with Applicable Law in order to ensure
that the Ceding Company is permitted to take such reserve credit on the Ceding
Companys statutory financial statements.  Section 4.5. Premium Taxes. The Ceding Company
shall be liable for all Premium Taxes on premiums received in connection with
the Policies prior to the Coinsurance Effective Date and shall remain liable
for payment of Premium Taxes on premiums received under the Policies. The
Reinsurer shall pay to the Ceding Company a provision for Premium Taxes
incurred in connection with premiums received under the Policies on or after
the Coinsurance Effective Date. The provision for Premium Taxes to be paid by
the Reinsurer pursuant to the immediately preceding sentence shall be two and
one-half percent (2.5%) of premiums collected as ceded under this Agreement (as
such percentage may be changed annually on a prospective basis by the mutual
agreement of the parties to reflect actual experience, which agreement by each
party shall not be unreasonably withheld, delayed or conditioned), as  12


calculated on a quarterly basis, and shall be paid by the
Reinsurer to the Ceding Company as part of the monthly and annual settlements
that occur under this Agreement.  Section 4.6. Payments Relating to Commissions.
The Reinsurer shall pay to the Ceding Company those payments set forth on Schedule 4.6, which shall be reflected in
the monthly settlement report prepared and delivered pursuant to Section 4.9.  Section 4.7. Guaranty Fund Assessments.  (a)Ceding Company-Paid
Assessments. In the event the Ceding
Company is required to pay an assessment in respect of the Policies to any
insurance guaranty, insolvency or other similar fund maintained by any
jurisdiction and such assessment is based on premiums collected or policies in
full force in any period on or after the Coinsurance Effective Date, the
portion, if any, of such assessment that relates to such Policies shall be
reimbursed by the Reinsurer to the extent that no Premium Tax offsets are
available for use by the Ceding Company. Such reimbursement shall be included
in the monthly and annual settlements that occur under this Agreement.  (b)Reinsurer-Paid Assessments. In the event the Reinsurer is required to pay an assessment in respect
of the Policies to any insurance guaranty, insolvency or other similar fund
maintained by any jurisdiction and such assessment is based on premiums
collected or policies in force in any period prior to the Coinsurance Effective
Date, the portion, if any, of such assessment that relates to such Policies
shall be reimbursed by the Ceding Company to the extent that no Premium Tax
offsets are available for use by the Reinsurer.  Section 4.8. Reports. The parties hereto
acknowledge and agree that the regularity and reliability of information
concerning the Policies is critically important to each such party. In
connection therewith, each of the Ceding Company and the Reinsurer agrees to, and
agrees to cause their respective designees to, comply with its respective
reporting obligations as set forth in this Agreement and the Services Agreement
within the time periods contemplated herein and therein.  Section 4.9. Monthly Settlement.  (a)           The
Ceding Company shall provide the Reinsurer with a monthly settlement report, no
later than the thirtieth (30th) day following the end
of each calendar month, with delivery thereof commencing in the month following
the month in which the Coinsurance Effective Date occurs (including in such
first report the period since the Coinsurance Effective Date). Such monthly
settlement report shall be in the form specified in Schedule 4.9 attached hereto.  (b)           In the
event that such monthly settlement report reflects a net amount owed by the
Ceding Company to Reinsurer pursuant to the terms of this Agreement, then the
Ceding Company shall also make a wire payment in immediately available funds of
such net amount to the account(s) designated therefor in writing by the Reinsurer
no later than the tenth (10th) Business Day following
Reinsurers receipt of such monthly settlement report, except to the extent
that the Reinsurer notifies the Ceding Company in writing prior to the
expiration of such ten (10) Business Day period of its good faith belief
that the report is inaccurate, in which  13


case the parties shall cooperate with each other to
resolve the disagreement. In the event that a monthly settlement report
reflects a net amount owed by Reinsurer to the Ceding Company pursuant to the
terms of this Agreement, Reinsurer shall make a wire payment in immediately
available funds of such net amount to the Ceding Company no later than the
tenth (10th) Business Day following Reinsurers receipt of such monthly settlement
report, except to the extent that the Reinsurer notifies the Ceding Company
prior to the expiration of such ten (10) Business Day period of its good
faith belief that the report is inaccurate, in which case the parties shall
cooperate with each other to resolve the disagreement. In the event of any such
dispute, the party owing any amount pursuant to such monthly settlement report
shall pay such amount in full no later than the fifth (5th) Business Day following settlement of such dispute. Any delinquent
amounts payable under this clause (b) shall accrue interest from the date
such payment was originally due until the date such payment is made, such
interest to accrue at an annual rate equal to the Three Month London Interbank
Offering Rate (LIBOR) as published in the Money Rate Section (or any
successor section) of The Wall Street Journal, Eastern Edition (or any
successor publication) as determined on the date such payment was originally
due.  (c)           Pursuant
to the terms of the Services Agreement, from and after theTransition Date, the Reinsurer shall be responsible
for, among other things, the direct payment to Policyholders or their
beneficiaries, as applicable, of all death, annuity and other contractual
benefits constituting Insurance Liabilities under the Policies. Any such
payment by the Reinsurer shall satisfy, on a dollar-for-dollar basis, the
Reinsurers obligations to the Ceding Company in respect thereof under this
Agreement.  Section 4.10. Audit. Each party shall have the
right to audit on an annual basis, at its sole expense, at the office of the
other during regular business hours and upon reasonable prior written notice,
all records and procedures relating to the Policies.  ARTICLE V  UNDERTAKINGS OF CEDING COMPANY
FOLLOWING THE COINSURANCE EFFECTIVE DATE  Section 5.1. Cooperation. The Ceding Company
agrees to provide all reasonable assistance to the Reinsurer and its designees
in the transfer to the Reinsurer of the obligation to provide Required Services
pursuant to the Services Agreement in connection with the Policies, including
responding to questions from the Reinsurer and its designees in the conversion
of computer records and files to the systems of the Reinsurer. The Ceding
Company will do all things reasonable and necessary to permit the Reinsurer and
its designees to exercise and assert all rights of the Ceding Company as
contemplated herein and will fully cooperate with the Reinsurer and its
designees in such exercise and assertion.  ARTICLE VI  INDEMNIFICATION  Section 6.1. Indemnification by the Ceding Company.
From and after the Closing Date, the Ceding Company shall indemnify and defend
the Reinsurer, its Approved  14


Designees and its Affiliates, and their respective
officers, employees, directors, controlling persons, Affiliates, agents,
representatives and assigns (the Reinsurer
Indemnified Parties) against, and hold each of them harmless
from all Losses sustained or incurred by, or asserted against, the Reinsurer
Indemnified Parties which arise out of:  (a)           any
Excluded Liabilities;  (b)           any
breach or nonfulfillment by the Ceding Company of, or any failure by the Ceding
Company to perform, any of the covenants, terms or conditions of, or any of its
duties or obligations under, this Agreement;  (c)           any
action or inaction of the Ceding Company or its designees under or with respect
to any of the Policies (other than in connection with a breach by the Ceding
Company of Section 5.17 of the Master Agreement) that is not indemnifiable
by the Reinsurer pursuant to Section 6.2;  (d)           or
relate to or are in connection with the Wilton Re Agreements;  (e)           the
amount of the Cost of Capital for any Interest Maintenance Reserve that the
Reinsurer becomes obligated to establish under SAP as a liability as of the
Coinsurance Effective Date or as of the Closing Date on its statutory financial
statements solely as a result of the reinsurance by the Reinsurer of the
Insurance Liabilities contemplated by this Agreement, the amount of such
Interest Maintenance Reserve (if any) being determined by reference to the
schedule to be provided by the Ceding Company to the Reinsurer as promptly as
practicable following the determination thereof; and  (f)            any
enforcement of this indemnity.  Section 6.2. Indemnification by the Reinsurer.
From and after the Closing Date, the Reinsurer shall indemnify and defend the
Ceding Company and its Affiliates, its Approved Designees, and their respective
officers, employees, designees, directors, controlling persons, Affiliates,
agents, representatives and assigns (the Ceding
Company Indemnified Parties)against, and hold each of
them harmless from, all Losses sustained or incurred by, or asserted against,
the Ceding Company Indemnified Parties which arise out of:  (a)           any
Insurance Liabilities;  (b)           any
breach or nonfulfillment by the Reinsurer of, or any failure by the Reinsurer
to perform, any of the covenants, terms or conditions of or any of its duties
or obligations under this Agreement;  (c)           any
action or inaction of the Reinsurer or its designees under or with respect to
any of the Policies;  (d)           any
Extra Contractual Liabilities and any related attorneys fees and expenses that
are based upon, relate to or arise solely out of any act, error or omission of (i) the
Reinsurer or any of its officers, directors, designees, agents or employees,
whether intentional or otherwise, which occurred after the Closing Date
(including in connection with the Reinsurers  15


or its designees (x) exercise of contractual rights
and privileges of the Ceding Company under the Policies pursuant to the
Transaction Agreements, including pursuant to Section 2.1(a) of
this Agreement, and (y) performance of Required Services under the
Services Agreement after the Transition Date), except to the extent such act,
error or omission was made at the written or express direction or request of
the Ceding Company or its designees, and (ii) the Ceding Company or any of
its officers, directors, designees, agents or employees that occurred (or, in
the case of an omission, failed to occur) on or after the Closing Date and was
made at the written or express direction or request of the Reinsurer or its
designees (Reinsurer Caused Extra
Contractual Liabilities);  (e)           Extra
Contractual Liabilities and any related attorneys fees and expenses that are
based upon, relate to or arise solely out of any act, error or omission of the
Ceding Company or any of its officers, directors, designees, agents or
employees, whether intentional or otherwise, with respect to the Policies
(other than those acts, errors or omissions covered by Section 6.2(d)(ii)),
in respect of which relief is first sought by the aggrieved Person from the
Ceding Company, the Reinsurer or any of their respective Affiliates or
designees after April 24, 2014 (Reinsurer
Covered Extra Contractual Liabilities); and  (f)            any
enforcement of this indemnity.  Notwithstanding anything to the contrary herein, in no
event shall the Reinsurer be obligated to indemnify the Ceding Company
Indemnified Parties for Losses arising in respect of any Reinsurer Covered
Extra Contractual Liabilities pursuant to Section 6.2(e) that
exceed, individually or in the aggregate, the ECL Cap.  In addition, the Ceding Company agrees, and agrees to
cause each other Ceding Company Indemnified Party, to use commercially
reasonable efforts to seek recoveries under all applicable insurance or
reinsurance policies or other indemnity, contribution or similar agreements in
respect of any Losses arising in respect of Reinsurer Covered Extra Contractual
Liabilities. In the event that any Ceding Company Indemnified Party is able to
make any actual recovery under any such insurance or other agreement, the Reinsurer
shall not have any liability to the Ceding Company hereunder for such amount
and, in the event that the Reinsurer has already made an indemnification
payment to the Ceding Company Indemnified Parties for such amount, the Ceding
Company shall reimburse Reinsurer for such payments to the extent any Ceding
Company Indemnified Parties received reimbursement under such insurance or
other agreement. Payments made by the Reinsurer but later reimbursed by any
Ceding Company Indemnified Party pursuant to the immediately preceding sentence
shall not be applied against the ECL Cap.  Section 6.3. Indemnification and
Arbitration Procedures.           The
arbitrationprocedures under Article VIII
of this Agreement shall apply to indemnity claims and disputes arising under this
Agreement, and are incorporated herein by reference. The rights and obligations
of the parties respecting indemnification under this Agreement shall be subject
to the limitations described in Article VIII of this Agreement.  Section 6.4. Cooperation. Each party agrees
that it will cooperate fully with the other party in the satisfactory
settlement of any and all claims, insofar as possible.  16


Section 6.5.
Payment in Full for Losses. To the extent a Reinsurer Indemnified Party
or a Ceding Company Indemnified Party receives indemnification in full for a
Loss under any Transaction Agreement, such party shall not be entitled to
further indemnification under the same or any other Transaction Agreement.  ARTICLE VII  INSOLVENCY  Section 7.1.
Payment of Benefits under an Insolvency. In the event of the insolvency
of the Ceding Company, all coinsurance made, ceded, renewed or otherwise
becoming effective under this Agreement shall be payable by the Reinsurer
directly to the Ceding Company or to its liquidator, receiver or statutory
successor on the basis of the liability of the Ceding Company under the
Policies without diminution because of the insolvency of the Ceding Company. It
is understood, however, that in the event of the insolvency of the Ceding
Company, the liquidator or receiver or statutory successor of the insolvent
Ceding Company shall give written notice of the pendency of a claim against the
Ceding Company on the Policy reinsured within a reasonable time after such
claim is filed in the insolvency proceeding, and during the pendency of such
claim the Reinsurer may investigate such claim and interpose, at its own
expense, in the proceeding where such claim is to be adjudicated any defense or
defenses which it may deem available to the Ceding Company or is liquidator or
receiver or statutory successor.  ARTICLE VIII  ARBITRATION  Section 8.1.
Agreement to Arbitrate. It is the intention of the parties that customs
and usages of the business of life insurance or reinsurance and annuities shall
be given full effect in the interpretation of this Agreement. All disputes
between the Reinsurer and the Ceding Company arising out of this Agreement (other
than disputes arising with respect to the formation and validity of this
Agreement) on which an amicable understanding cannot be reached shall be
decided exclusively by arbitration between the parties at a location to be
mutually agreed upon between the parties or as designated by the arbitrators if
agreement as to a location cannot be reached by the parties. Notwithstanding
any other provision of this Article VIII, if either the Reinsurer
or the Ceding Company seeks, consents to, or acquiesces in the appointment of
or otherwise becomes subject to any trustee, receiver, liquidator, statutory
successor or conservator (including any state insurance regulatory agency or
authority acting in such a capacity), the other party shall not be obligated to
resolve any claim, dispute or cause of action under this Agreement by
arbitration except as may be required by Applicable Law. Notwithstanding any
other provision of this Article VIII, nothing contained in this
Agreement shall require arbitration of any issue for which equitable or
injunctive relief, including specific performance, is the sole remedy sought.  Section 8.2.
Method. The parties intend this Article VIII to be
enforceable in accordance with the Federal Arbitration Act (9 U.S.C.
Section 1, et seq.), including any amendments to that Act which are
subsequently adopted, notwithstanding any other choice of  17


law
provision set forth in this Agreement. In the event that either party refuses
to submit to arbitration as required herein, the other party may request a
United States Federal District Court to compel arbitration in accordance with
the Federal Arbitration Act. Both parties consent to the jurisdiction of such
court to enforce this article and to confirm and enforce the performance of any
award of the arbitrators. Arbitration shall be conducted before a three-person
arbitration panel appointed as follows: to initiate arbitration, either party
shall notify the other in writing in the manner set forth in this Agreement for
sending notices to the parties of its desire to arbitrate, stating the nature
of the dispute and the remedy sought, and designating an arbitrator. The party
to which the notice is sent shall respond in writing no later than the thirtieth
(30th) day following its
receipt of such notice. If the second party fails to respond within the time
period set forth in this Section 8.2, or fails to designate its
arbitrator in its response, the party initiating arbitration shall appoint a
second arbitrator. The two arbitrators shall select an umpire no later than the
thirtieth (30th) day following the designation of the second arbitrator.
If they are unable to agree upon the selection of the umpire on or prior to the
thirtieth (30th) day following the appointment of the second arbitrator,
the parties shall appoint the umpire pursuant to the ARIAS-US Umpire Selection
Procedure. The arbitrators and umpire shall be either present or former
executive officers of life insurance or reinsurance companies, be certified to
act as arbitrators or umpires by ARIAS-US, shall not be under the control of
either party and shall have no financial interest in the outcome of the
arbitration and shall have no conflict of interest with any party hereto (or
its Affiliates) or the subject matter of the arbitration.  Section 8.3.
Power of Arbitrators. The arbitrators shall have the power to determine
all procedural rules for the conduct of the arbitration, including the
production and inspection of documents, the examination of witnesses and any
other matter relating to the conduct of the arbitration. The arbitrators and
the umpire shall interpret this Agreement as an honorable engagement and not
merely as a legal obligation between the parties. They shall reach their
decision from the standpoint of equity and the customs and practices of the
life insurance or reinsurance industry with a view to effecting the general
purposes of this Agreement and may abstain from following the strict
rules of law; provided, however, that (i) the arbitrators
shall have no authority to award equitable relief or punitive damages against
or in favor of either party (except to reimburse a party for extra-contractual
or punitive damages that either the Ceding Company or the Reinsurer has paid or
is legally obligated to pay to third parties), and (ii) nothing contained
in this Article VIII is intended to limit the dispute resolution
mechanics for (x) calculations made pursuant to Section 3.1 or
Exhibit C (which disputes
shall be resolved pursuant to the procedures set forth in Section 3.1
or Exhibit C, as applicable),
or (y) Section 9.13.  Section 8.4.
Arbitration Fees and Expenses; Decision. Unless the arbitration panel
orders otherwise, each party shall pay: (1) the fees and expenses of its
own arbitrator; and (2) an equal share of the fees and expenses of the
umpire and the other expenses of the arbitration. Each party shall pay its own
legal fees in connection with the arbitration, unless the arbitrators award
legal fees and expenses of the prevailing party as part of any award. Except as
otherwise specifically provided herein, the arbitration shall be conducted in
accordance with the procedures of the American Arbitration Association. The
decision of the arbitrators shall be made in writing and final and binding upon
both of the parties. Judgment may be entered upon the final decision of the
arbitrators in any court having jurisdiction. The arbitration will be conducted
on a confidential basis, except to the extent otherwise required by Applicable
Law,  18


and
no matters discussed or disclosed by any party at the arbitration, or any
decision or award of the arbitrators, will be admitted into evidence or
otherwise disclosed or used before any court or other legal, regulatory or
administrative body, authority or forum for any purpose except as and to the
extent necessary for entry of final judgment on the award of the arbitrators in
any court having jurisdiction.  ARTICLE
IX  GENERAL PROVISIONS  Section 9.1.
Notices. Any and all notices and other communications required or
permitted under this Agreement shall be in writing and shall be deemed to have
been duly given when (i) received by the receiving party if mailed by
United States registered or certified mail, return receipt requested,
(ii) received by the receiving party if mailed by United States overnight
express mail, (iii) sent by facsimile or telecopy machine, followed by
confirmation mailed by United States first-class mail or overnight express mail
or (iv) delivered in person to the parties at the addresses set forth in
the Master Agreement.  Section 9.2.
Confidentiality. Each of the parties shall maintain the confidentiality
of all information related to the Policies and all other information denominated
as confidential by the other party provided to it in connection with this
Agreement to the extent required by and subject to all of the terms and
provisions of Section 11.7 of the Master Agreement.  Section 9.3.
Misunderstandings and Oversights. If any failure to pay amounts due or
to perform any other act required of either party under this Agreement is shown
to be unintentional and caused by misunderstanding, oversight or clerical
error, then this Agreement shall not be deemed in breach thereby, provided,
that such failure is promptly corrected by the party that caused such failure,
which correction restores the other party to the position it would have
occupied (including provision for the time value of money) had the
misunderstanding, oversight or clerical error not occurred.  Section 9.4.
Reinstatements. If a Policy that was reduced, terminated, or lapsed is
reinstated in a Permitted Transaction, the reinsurance for such Policy under
this Agreement will be reinstated automatically to the amount that would have
been in force if the Policy had not been reduced, terminated or lapsed.  Section 9.5.
Entire Agreement. This Agreement supersedes all prior discussions and
agreements between the parties with respect to the subject matter of this
Agreement, and this Agreement, the Master Agreement, the Joinder Agreement and
the Services Agreement, including the Schedules and Exhibits attached hereto
and thereto, constitute the sole and entire agreement between the parties
hereto with respect to the subject matter hereof, and supersedes all prior
discussions and agreements between the parties with respect to the subject
matter hereof, which are merged with and into this Agreement.  Section 9.6.
Waivers and Amendments. Any term or condition of this Agreement may be
waived at any time by the party that is entitled to the benefit thereof. Such
waiver must be in writing and must be executed by an executive officer of such
party. A waiver on one  19


occasion
will not be deemed to be a waiver of the same or any other term or condition on
a future occasion. This Agreement may be modified or amended only by a writing
duly executed by an executive officer of the Ceding Company and the Reinsurer,
respectively.  Section 9.7.
No Third Party Beneficiaries. The terms and provisions of this Agreement
constitute an indemnity reinsurance agreement solely between the Ceding Company
and the Reinsurer, and other than Ceding Company Indemnified Parties and
Reinsurer Indemnified Parties, the terms and provisions of this Agreement are
intended solely for the benefit of the parties hereto, the Ceding Company and
the Reinsurer and their permitted successors and assigns, and it is not the
intention of the parties to confer any rights as a third-party beneficiary to
this Agreement upon any other person.  Section 9.8.
Binding Effect; No Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors, permitted
assigns and legal representatives, whether by merger, consolidation or
otherwise. This Agreement shall not be assigned by any of the parties hereto
without the prior written approval of the other party; provided, that
nothing in this Section 9.8 shall be interpreted to prevent the
retrocession by the Reinsurer of all or any portion of the Insurance
Liabilities or Retroceded Liabilities, but only after the delivery by the
Reinsurer of prior written notice thereof to the Ceding Company.  Section 9.9.
Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the state of domicile of the Ceding Company,
without regard to its conflicts of law doctrine.  Section 9.10.
Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.  Section 9.11.
Severability. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under any present or future law or if determined by a
court of competent jurisdiction to be unenforceable, and if the rights or
obligations of the Ceding Company or the Reinsurer under this Agreement will
not be materially and adversely affected thereby, such provision shall be fully
severable, and this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part of this
Agreement, and the remaining provisions of this Agreement shall remain in full
force and effect and will not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom.  Section 9.12.
Exhibits and Schedules. Exhibits and Schedules attached hereto arehereby
made a part of this Agreement.  Section 9.13.
Election Statement. The parties hereby jointly make the election to
determine specified policy acquisition expenses without regard to the general
deductions limitation described in Internal Revenue Regulation
1.848-2(g)(8) (the Regulation)
under Section 848 of the Code. This Section 9.13 shall
constitute the Election Statement specified in the Regulation and this Election
Statement shall be construed in accordance with all of the requirements of such
Regulation regarding such election, including, without limitation, the  20


election
statement and Tax return reporting requirements of Regulation Sections
1.848-2(g)(8)(ii) and 1.848-2(g)(8)(iii). Pursuant to this Election
Statement, the parties agree as follows:  (a)           to exchange
information each and every year for which this Agreement isin
effect pertaining to the amount of net consideration under this Agreement as
that term is used in the Regulation. In order to effect this information
exchange, the parties agree that:  (i)            the
Ceding Company shall submit its calculation of the net consideration for
purposes of that Regulation to the Reinsurer not later than May 1st for
each and every taxable year for which this Agreement is in effect;  (ii)           the
Reinsurer may challenge such calculation within ten (10) Business Days of
its receipt of the Ceding Companys calculation;  (iii)          should
the Reinsurer challenge the Ceding Companys calculation of the net
consideration and the parties be unable to agree as to the appropriate
methodology to determine the net consideration for purposes of the
Regulation, the parties shall refer such dispute to an outside tax consultant
unrelated to either of the parties, in lieu of the arbitration provisions of
this Agreement, and if the parties cannot agree on a tax consultant, the tax
consultant shall be Deloitte & Touche LLP, and the parties agree to be
bound by the decision of such tax consultant;  (b)           that the party with
net positive consideration with respect to thisAgreement for each
taxable year will capitalize specified policy acquisition expenses with respect
to this Agreement without regard to the general deductions limitation of
Section 848(c)(1) of the Code; and  (c)           that the first taxable
year for which this Election Statement shall beeffective is
taxable year 2009.  Section 9.14.
Additional Tax Provisions. The parties each agree to attach a schedule
to their federal income Tax returns that identifies this Agreement as a
reinsurance agreement for which the Election Statement in Section 9.13
has been made. This schedule shall be attached to each of the parties federal
income Tax returns filed for the first taxable year of each party ending after
the Election Statement becomes effective.  Section 9.15.
Set Off. Any debts or credits between the Ceding Company and the
Reinsurer under this Agreement only are deemed mutual debts and credits, as the
case may be, and the Ceding Company and the Reinsurer shall have, and may
exercise at any time and from time to time, the right to net or offset any such
debts or credits under this Agreement only and only the balance shall be
allowed or paid hereunder. This right of netting and offset shall not be
affected or diminished because of insolvency of either party to this Agreement.  21


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed effective
this 24thday of
April, 2009.   AMERICAN PROGRESSIVE LIFE AND
  HEALTH INSURANCE COMPANY OF NEW YORKBy:
  /s/ Gary W. BryantName:
  GaryW. BryantTitle:
  Executive Vice PresidentFIRST ALLMERICA FINANCIAL LIFE
  INSURANCE COMPANYBy:
  /s/ Michael ReardonName:
  Michael ReardonTitle:
  President  Indemnity Reinsurance Agreement
Signature Page


Schedule 3.1  SETTLEMENT AMOUNT  Statutory
  Reserves and Liabilities(1)
  
  $
  120,064,035- Due and
  deferred premiums(2)
  
  $
  4,221,279- Policy loans
  outstanding(2) (net of accrued and unearned interest)
  
  $
  1,944,752- Closing Date
  Ceding Commission(3)
  
  $
  6,778,842+ Portion of
  Closing Fee(4)
  
  $
  196,294= Settlement
  Amount(5)
  
  $
  107,315,456+ Accrued
  Interest(6)
  
  $
  344,834= Total Payment
  
  $
  107,660,290  
 (1) Will equal amount on Exhibit A.  (2) On the Policies as of the Coinsurance Effective
Date.  (3) Will equal amount determined pursuant to
Section 2.2 in the Master Agreement.  (4) Will equal amount set forth in respect thereof on
Schedule H to the Amendment.  (5) Interest Maintenance Reserve impact relating to
the Transferred Assets transferred on the Closing Date and the Final Settlement
Date shall be the amount of zero dollars ($0.00).  (6) Determined pursuant to Section 2.1 in the
Master Agreement.  3.1-1


Schedule
4.6  PAYMENTS
RELATING TO COMMISSIONS  4.6-1


AMERICAN PROGRESSIVE COMMISSIONS  Expressed as percentage
of premium.  Policy
  YearLOB
  
  Plan
  
  IA
  
  1
  
  2
  
  3
  
  4
  
  5
  
  6
  
  7
  
  8
  
  9
  
  10
  
  11+
  
  16+Annuity
  
  3a740
  
  All
  
  5.75
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %3A755
  
  All
  
  5.75
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %3B155
  
  All
  
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %3B740
  
  All
  
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %
  5.75
  %F0730
  
  All
  
  6
  %
  4.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %F1030
  
  All
  
  6
  %
  4.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %nyf15
  
  0-75
  
  6.5
  %
  3
  %
  3
  %
  3
  %
  3
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %76
  
  4.75
  %
  2.25
  %
  2.25
  %
  2.25
  %
  2.25
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %nys15
  
  0-75
  
  6.5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %76
  
  4.75
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %PAFDA
  
  All
  
  6
  %
  4.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %PASDA
  
  All
  
  7.5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %S0730
  
  All
  
  7.5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %S1030
  
  All
  
  7.5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %Senior Life
  
  3GD05
  
  0-55
  
  99
  %
  27
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  3
  %
  3
  %65
  
  99
  %
  23
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  3
  %
  3
  %75+
  
  99
  %
  18
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  3
  %
  3
  %3GGRD
  
  0-55
  
  99
  %
  27
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  3
  %
  3
  %65
  
  99
  %
  23
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  3
  %
  3
  %75+
  
  99
  %
  18
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  3
  %
  3
  %3GM01
  
  0-70
  
  90
  %
  9
  %
  9
  %
  7
  %
  7
  %
  3
  %
  3
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %71+
  
  85
  %
  7
  %
  7
  %
  4
  %
  4
  %
  3
  %
  3
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %3GPOM
  
  0-79
  
  99
  %
  27
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  3
  %
  3
  %80+
  
  88
  %
  18
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  3
  %
  3
  %3GW01
  
  0-70
  
  90
  %
  9
  %
  9
  %
  7
  %
  7
  %
  3
  %
  3
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %71+
  
  85
  %
  7
  %
  7
  %
  4
  %
  4
  %
  3
  %
  3
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %3LD05
  
  0-79
  
  99
  %
  27
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  3
  %
  3
  %80+
  
  88
  %
  18
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  9
  %
  3
  %
  3
  %Traditional
  
  3DBF1
  
  All
  
  85
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  0
  %3DBF2
  
  All
  
  85
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  0
  %3DBF3
  
  All
  
  85
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  0
  %3DBF4
  
  All
  
  85
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  0
  %3DBF5
  
  All
  
  85
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  0
  %3DBF6
  
  All
  
  85
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  0
  %3DBF7
  
  All
  
  85
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  0
  %3DBH1
  
  All
  
  85
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  0
  %3DBH2
  
  All
  
  85
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  0
  %3DBH3
  
  All
  
  85
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  0
  %3DBH4
  
  All
  
  85
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  0
  %3DBH5
  
  All
  
  85
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  0
  %3DBH6
  
  All
  
  85
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  0
  %


3DBH7
  
  All
  
  85
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  0
  %3EDD
  
  All
  
  85
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  8
  %
  0
  %3HHW
  
  All
  
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %3IPW
  
  All
  
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %3IWB
  
  All
  
  3
  %
  3
  %
  3
  %
  3
  %
  3
  %
  3
  %
  3
  %
  3
  %
  3
  %
  3
  %
  3
  %
  3
  %UL*
  
  3FU0P
  
  All
  
  86
  %
  7.5
  %
  7.5
  %
  4
  %
  4
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %3FU1P
  
  All
  
  86
  %
  7.5
  %
  7.5
  %
  4
  %
  4
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %3FU2P
  
  All
  
  86
  %
  7.5
  %
  7.5
  %
  4
  %
  4
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %3FU3P
  
  All
  
  86
  %
  7.5
  %
  7.5
  %
  4
  %
  4
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %3FU4P
  
  All
  
  86
  %
  7.5
  %
  7.5
  %
  4
  %
  4
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %3FU8P
  
  All
  
  86
  %
  7.5
  %
  7.5
  %
  4
  %
  4
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %3JUlP
  
  All
  
  86
  %
  7.5
  %
  7.5
  %
  4
  %
  4
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %3JU2P
  
  All
  
  86
  %
  7.5
  %
  7.5
  %
  4
  %
  4
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %3JU3P
  
  All
  
  86
  %
  7.5
  %
  7.5
  %
  4
  %
  4
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %3JU4P
  
  All
  
  86
  %
  7.5
  %
  7.5
  %
  4
  %
  4
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %3JU5P
  
  All
  
  86
  %
  7.5
  %
  7.5
  %
  4
  %
  4
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %3JU6P
  
  All
  
  86
  %
  7.5
  %
  7.5
  %
  4
  %
  4
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %3JU8P
  
  All
  
  86
  %
  7.5
  %
  7.5
  %
  4
  %
  4
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %
  1
  %AE05
  
  0-79
  
  35
  %
  5
  %
  5
  %
  5
  %
  5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %80
  
  30
  %
  5
  %
  5
  %
  5
  %
  5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %85
  
  25
  %
  5
  %
  5
  %
  5
  %
  5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %AE10
  
  0-79
  
  35
  %
  5
  %
  5
  %
  5
  %
  5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %80
  
  30
  %
  5
  %
  5
  %
  5
  %
  5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %85
  
  25
  %
  5
  %
  5
  %
  5
  %
  5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %AESP
  
  0-79
  
  35
  %
  5
  %
  5
  %
  5
  %
  5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %80
  
  30
  %
  5
  %
  5
  %
  5
  %
  5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %85
  
  25
  %
  5
  %
  5
  %
  5
  %
  5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %AEWL
  
  0-79
  
  35
  %
  5
  %
  5
  %
  5
  %
  5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %80
  
  30
  %
  5
  %
  5
  %
  5
  %
  5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %85
  
  25
  %
  5
  %
  5
  %
  5
  %
  5
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %  
 *For UL, AE05, AE10, AESP, AEWL the same
commisson schedule applies for both target and excess premium. All other plans
have 5% commission for excess premium.


Schedule
4.9  MONTHLY
SETTLEMENT REPORTS  4.9-1


First Allmerica Financial Life
Insurance Company (Reinsurer) Sch 4.9 - Monthly Reinsurance
Settlement Statemen For the Month Ending Jan-09  Pre - Transition Date  (TRAD)COMB LOB
  
  (TRAD)
  Whole
  
  (TRAD)
  Term
  
  Universal
  
  (SR)
  Senior
  
  
  
  (AE
  & AEII)
  
  (Grp)
  GroupTOTALS
  
  Life
  
  Life
  
  Life/ISWL
  
  Life
  
  (GR) GRL
  Life
  
  Asset
  Enhancer
  
  Life
  
  (ANN)
  AnnuityTotal
  
  Total
  
  Total
  
  Total
  
  Total
  
  Total
  
  Total
  
  Total
  
  TotalCollected
  PremiumsA
  
  FY Premium Collected:
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  B
  
  RNL Premium
  Collected
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  C
  
  Total
  Collected Premium (with waiver) (A+B
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcPlus
  Assumed Reinsurance PremiumD
  
  FY Premium
  Collected:
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  E
  
  RNL Premium
  Collected
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  F
  
  Total
  Collected Assumed Reinsurance Premium (D+E
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcLess
  Inuring Reinsurance PremiumG
  
  FY Premium
  Collected:
  
  
  
  H
  
  RNL Premium
  CollectedI
  
  Total
  Inuring Reinsurance Premium (G+H
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcJ
  
  Net
  Total Premium (C+F-I)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcPolicy
  BenefitsK
  
  Death Claims
  (including any interest)
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  L
  
  Surrenders Paid
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  M
  
  Waiver of Premium
  Benefits
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  N
  
  Claim Exp:
  Investigation Fees / Medical Record Fees
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  O
  
  Total
  Policy Benefits Paid (K + L+M+N)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcPlus
  Assumed Reinsurance Policy BenefitP
  
  Death Claims
  (including any interest)
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Q
  
  Surrenders Paid
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  R
  
  Waiver of Premium
  Benefits
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  S
  
  Claim Exp:
  Investigation Fees / Medical Record Fees
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  T
  
  Total
  Assumed Reinsurance Policy Benefits Paid (P+Q+R+S
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcLess
  Inuring Reinsurance Policy BenefitsU
  
  Death Claims
  (including any interest)
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  V
  
  Surrenders Paid
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  W
  
  Waiver of Premium
  Benefits
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  X
  
  Claim Exp:
  Investigation Fees / Medical Record Fees
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Y
  
  Total
  Inuring Reinsurance Policy Benefits Paid, Payable or Provide(U+V+W+X)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcZ
  
  Net
  Total Policy Benfits (O+T-Y
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcLess
  Payments Relating to Commission (per schedule 4.6AA
  
  FY Commissions
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  AB
  
  RNL Commissions
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  AC
  
  Total
  Payments Relating to Commission (AA+AB
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcPlus
  Inuring Reinsurance Allowance PaymentsAD
  
  FY Reins
  AllowanceComm & Exp Allowances
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  AE
  
  Single Reins
  AllowanceComm & Exp Allowances
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  AF
  
  RNL Reins
  AllowanceComm & Exp Allowances
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  AG
  
  Renewal
  Reins AllowanceComm & Exp Allowances Paid, Payable or Provided(AD+AE+AF)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcLess
  Policy Servicing FeeNumber of days in
  month
  
  # Policies
  Inforce Begining of Month
  
  AH
  
  Policy Servicing
  Fee per Sched 2.3 of ASA (41*Days in Month/365)
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Less
  Premium TaxAI
  
  Premium Taxes
  (2.5% Direct Collected Prem)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcPlus
  Uncollectible Reinsurance Recoverables (Assumed or InuringAJ
  
  Plus Change in
  Reinsurance Recoverables Not Admitted**
  
  
  
  AK
  
  Net
  Due to (from) Commonwealth (J - Z - AC +AG-AH-AI+AJ
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc  
 *
  For purposes of this 
  calculation, the Inuring Reinsurance shall mean Reinsurance Coverage
  (as defined in the coinsurance agreement)**
  Reinsurance recoverables (including reinsurance
  allowances) due greater than 90 days are not admitted; for purposes of
  calculation, months change due to new not admitted or receipt of payment
  previously not admitted


First Allmerica Financial Life
Insurance Company (Reinsurer) Sch 4.9 - Monthly Reinsurance
Settlement Statement For the Month Ending: Jan-09  Post - Transition Date  (TRAD)COMB LOB
  
  (TRAD) Whole
  
  (TRAD) Term
  
  Universal
  
  
  
  
  
  (AE & AEII)
  
  (Grp) GroupTOTALS
  
  Life
  
  Life
  
  Life/ISWL
  
  (SR) Senior Life
  
  (GR) GRL Life
  
  Asset Enhancer
  
  Life
  
  (ANN) AnnuityTotal
  
  Total
  
  Total
  
  Total
  
  Total
  
  Total
  
  Total
  
  Total
  
  TotalCollected PremiumsA
  
  FY Premium Collected:
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  B
  
  RNL Premium Collected
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  C
  
  Total Collected Premium
  (with waiver) (A+B)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcPlus Assumed Reinsurance
  PremiumD
  
  FY Premium Collected:
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  E
  
  RNL Premium Collected
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  F
  
  Total Collected Assumed
  Reinsurance Premium (D+E)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcLess Inuring Reinsurance
  PremiumG
  
  FY Premium Collected:H
  
  RNL Premium CollectedI
  
  Total Inuring
  Reinsurance Premium (G+H)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcJ
  
  Net Total Premium
  (C+F-I)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcPolicy BenefitsK
  
  Death Claims (including any interest)
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  L
  
  Surrenders Paid
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  M
  
  Waiver of Premium Benefits
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  N
  
  Claim Exp: Investigation Fees / Medical
  Record Fees
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  O
  
  Total Policy Benefits
  Paid (K + L+M+N)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcPlus Assumed Reinsurance
  Policy BenefitsP
  
  Death Claims (including any interest)
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Q
  
  Surrenders Paid
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  R
  
  Waiver of Premium Benefits
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  S
  
  Claim Exp: Investigation Fees / Medical
  Record Fees
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  T
  
  Total Assumed
  Reinsurance Policy Benefits Paid (P+Q+R+S)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcLess Inuring Reinsurance
  Policy Benefits *U
  
  Death Claims (including any interest)
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  V
  
  Surrenders Paid
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  W
  
  Waiver of Premium Benefits
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  X
  
  Claim Exp: Investigation Fees / Medical
  Record Fees
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Y
  
  Total Inuring
  Reinsurance Policy Benefits Paid, Payable or Provided(U+V+W+X)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcZ
  
  Net Total Policy Benfits
  (O+T-Y)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcLess Payments Relating
  to Commission (per schedule 4.6)AA
  
  FY Commissions
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  AB
  
  RNL Commissions
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  AC
  
  Total Payments Relating
  to Commission (AA+AB)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcPlus Inuring Reinsurance
  Allowance Payments*AD
  
  FY Reins AllowanceComm & Exp
  Allowances
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  AE
  
  Single Reins AllowanceComm & Exp
  Allowances
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  AF
  
  RNL Reins AllowanceComm & Exp
  Allowances
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  AG
  
  Renewal Reins AllowanceComm
  & Exp Allowances Paid, Payable or Provided(AD+AE+AF)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcLess Premium TaxAH
  
  Premium Taxes ( 2.5% Direct Collected
  Prem)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calcPlus Uncollectible
  Reinsurance Recoverables (Assumed or Inuring)AI
  
  Plus Change in Reinsurance Recoverables
  Not Admitted** (pos is incr NotAdmit)
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  AJ
  
  Net Due to (from)
  Universal American ( AC+AH-AI) (positive to UA)
  
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc
  
  calc  
 *
  For purposes of this  calculation, the Inuring Reinsurance shall
  mean "Reinsurance Coverage" (as defined in the coinsurance
  agreement)**
  Reinsurance recoverables (including
  reinsurance allowances) due greater than 90 days are not admitted; for
  purposes of calculation, months change due to new not admitted or receipt of
  payment previously not admitted


Post - Transition Date  COMB
  
  
  
  
  
  
  
  (TRAD)LOB
  
  (TRAD)
  
  
  
  (TRAD)
  
  Universal
  
  
  
  (SR)TOTALS
  
  Whole Life
  
  
  
  Term Life
  
  Life/ISWL
  
  
  
  Senior LifeTotal
  
  Total
  
  REALIC
  
  Total
  
  Total
  
  REALIC
  
  TotalLess Inuring Reinsurance AllowanceX
  
  FY Rein Allow - Comm/Exp
  
  
  
  
  
  
  
  
  
  
  
  
  
  Y
  
  FY Ren Allow - App/Pol Fee
  
  
  
  
  
  
  
  
  
  
  
  
  
  Z
  
  FY Rein Allow - Per Pol Isd NB
  
  
  
  
  
  
  
  
  
  
  
  
  
  AA
  
  FY Rein Allow - Per Rid Isd NB
  
  
  
  
  
  
  
  
  
  
  
  
  
  AB
  
  FY Rein Allow - Per Tel Interv
  
  
  
  
  
  
  
  
  
  
  
  
  
  AC
  
  FY Rein Allow - Per 1K issued
  
  
  
  
  
  
  
  
  
  
  
  
  
  AD
  
  FY Rein Allow - %Prm NB
  
  
  
  
  
  
  
  
  
  
  
  
  
  AE
  
  FY Rein Allow - %Prm MKTG
  
  
  
  
  
  
  
  
  
  
  
  
  
  AF
  
  FY Rein Allow - % Prm Prem Tax
  
  
  
  
  
  
  
  
  
  
  
  
  
  AG
  
  FY Rein Allow - %Prm Netwk Fee
  
  
  
  
  
  
  
  
  
  
  
  
  
  AH
  
  FY Rein Allow - %Prm Maint
  
  
  
  
  
  
  
  
  
  
  
  
  
  AI
  
  FY Rein Allow - %Prm Care Advi
  
  
  
  
  
  
  
  
  
  
  
  
  
  AJ
  
  FY Rein Allow - %Clm Pd Admin
  
  
  
  
  
  
  
  
  
  
  
  
  
  AK
  
  FY Rein Allow - Per Pol Inf
  
  
  
  
  
  
  
  
  
  
  
  
  
  AL
  
  SGL Rein Allow - Comm/Exp
  
  
  
  
  
  
  
  
  
  
  
  
  
  AM
  
  SGL Rein Allow - App'Pol Fee
  
  
  
  
  
  
  
  
  
  
  
  
  
  AN
  
  SGL Rein Allow - Per Pol Issd
  
  
  
  
  
  
  
  
  
  
  
  
  
  AO
  
  SGL Rein Allow - Per Rid Issd
  
  
  
  
  
  
  
  
  
  
  
  
  
  AP
  
  SGL Rein Allow - %Prm NB
  
  
  
  
  
  
  
  
  
  
  
  
  
  AQ
  
  SGL Rein Allow - %Prm MKTG
  
  
  
  
  
  
  
  
  
  
  
  
  
  AR
  
  SGL Rein Allow - Prm Prm Tax
  
  
  
  
  
  
  
  
  
  
  
  
  
  AS
  
  SGL Rein Allow - %Prm Maint
  
  
  
  
  
  
  
  
  
  
  
  
  
  AT
  
  SGL Rein Allow - %Clm Pd Adm
  
  
  
  
  
  
  
  
  
  
  
  
  
  AU
  
  SGL Rein Allow - Per Pol Inf
  
  
  
  
  
  
  
  
  
  
  
  
  
  AV
  
  RNL Rein Allow - Comm/Exp
  
  
  
  
  
  
  
  
  
  
  
  
  
  AW
  
  RNL Rein Allow - Per 1K Inf
  
  
  
  
  
  
  
  
  
  
  
  
  
  AX
  
  RNL Rein Allow - %Prm Prm Tax
  
  
  
  
  
  
  
  
  
  
  
  
  
  AY
  
  RNL Rein Allow - %Prm Ntwk Fee
  
  
  
  
  
  
  
  
  
  
  
  
  
  AZ
  
  RNL Rein Allow - %Prm Maint
  
  
  
  
  
  
  
  
  
  
  
  
  
  BA
  
  RNL Rein Allow - %Prm Care Adv
  
  
  
  
  
  
  
  
  
  
  
  
  
  BB
  
  RNL Rein Allow - %Clm Pd Admin
  
  
  
  
  
  
  
  
  
  
  
  
  
  BC
  
  RNL Rein Allow - Per Pol Inf
  
  
  
  
  
  
  
  
  
  
  
  
  
  BD
  
  RNL Rein Allow - DAC Tax
  
  
  
  
  
  
  
  
  
  
  
  
  
  BE
  
  Disabilitiy Income
  
  
  
  
  
  
  
  
  
  
  
  
  
  BF
  
  Comm/Exp Allow Reins Assmd-FY
  
  
  
  
  
  
  
  
  
  
  
  
  
  BG
  
  Comm/Exp Allow Reins Assmd-Sgl
  
  
  
  
  
  
  
  
  
  
  
  
  
  BH
  
  Comm/Exp Allow Reins Assmd-Ren
  
  
  
  
  
  
  
  
  
  
  
  
  
  BI
  
  Exp Allow - Acquisition
  
  
  
  
  
  
  
  
  
  
  
  
  
  BJ
  
  Exp Allow - Marketing
  
  
  
  
  
  
  
  
  
  
  
  
  
  BK
  
  Exp Allow - Maintenance
  
  
  
  
  
  
  
  
  
  
  
  
  
  BL
  
  Prem Tax Allow Assmd - 1Yr
  
  
  
  
  
  
  
  
  
  
  
  
  
  BM
  
  Prem Tax Allow Assmd - Rnl
  
  
  
  
  
  
  
  
  
  
  
  
  
  BN
  
  Total Ceding Commission
  ( Sum (X : BM) )
  
  
  
  
  
  
  
  
  
  
  
  
  
  


(AE &AEII)(GR) GRL
  
  Asset
  
  
  
  (Grp)
  
  (ANN)Life
  
  Enhancer
  
  
  
  Group Life
  
  Annuity
  
  50%REALIC
  
  Total
  
  Total
  
  REALIC
  
  Total
  
  Total
  
  REALICLess Inuring Reinsurance AllowanceX
  
  FY Rein Allow - Comm/Exp
  
  
  
  
  
  
  
  
  
  
  
  Y
  
  FY Ren Allow - App/Pol Fee
  
  
  
  
  
  
  
  
  
  
  
  Z
  
  FY Rein Allow - Per Pol Isd NB
  
  
  
  
  
  
  
  
  
  
  
  AA
  
  FY Rein Allow - Per Rid Isd NB
  
  
  
  
  
  
  
  
  
  
  
  AB
  
  FY Rein Allow - Per Tel Interv
  
  
  
  
  
  
  
  
  
  
  
  AC
  
  FY Rein Allow - Per 1K issued
  
  
  
  
  
  
  
  
  
  
  
  AD
  
  FY Rein Allow - %Prm NB
  
  
  
  
  
  
  
  
  
  
  
  AE
  
  FY Rein Allow - %Prm MKTG
  
  
  
  
  
  
  
  
  
  
  
  AF
  
  FY Rein Allow - % Prm Prem Tax
  
  
  
  
  
  
  
  
  
  
  
  AG
  
  FY Rein Allow - %Prm Netwk Fee
  
  
  
  
  
  
  
  
  
  
  
  AH
  
  FY Rein Allow - %Prm Maint
  
  
  
  
  
  
  
  
  
  
  
  AI
  
  FY Rein Allow - %Prm Care Advi
  
  
  
  
  
  
  
  
  
  
  
  AJ
  
  FY Rein Allow - %Clm Pd Admin
  
  
  
  
  
  
  
  
  
  
  
  AK
  
  FY Rein Allow - Per Pol Inf
  
  
  
  
  
  
  
  
  
  
  
  AL
  
  SGL Rein Allow - Comm/Exp
  
  
  
  
  
  
  
  
  
  
  
  AM
  
  SGL Rein Allow - App'Pol Fee
  
  
  
  
  
  
  
  
  
  
  
  AN
  
  SGL Rein Allow - Per Pol Issd
  
  
  
  
  
  
  
  
  
  
  
  AO
  
  SGL Rein Allow - Per Rid Issd
  
  
  
  
  
  
  
  
  
  
  
  AP
  
  SGL Rein Allow - %Prm NB
  
  
  
  
  
  
  
  
  
  
  
  AQ
  
  SGL Rein Allow - %Prm MKTG
  
  
  
  
  
  
  
  
  
  
  
  AR
  
  SGL Rein Allow - Prm Prm Tax
  
  
  
  
  
  
  
  
  
  
  
  AS
  
  SGL Rein Allow - %Prm Maint
  
  
  
  
  
  
  
  
  
  
  
  AT
  
  SGL Rein Allow - %Clm Pd Adm
  
  
  
  
  
  
  
  
  
  
  
  AU
  
  SGL Rein Allow - Per Pol Inf
  
  
  
  
  
  
  
  
  
  
  
  AV
  
  RNL Rein Allow - Comm/Exp
  
  
  
  
  
  
  
  
  
  
  
  AW
  
  RNL Rein Allow - Per 1K Inf
  
  
  
  
  
  
  
  
  
  
  
  AX
  
  RNL Rein Allow - %Prm Prm Tax
  
  
  
  
  
  
  
  
  
  
  
  AY
  
  RNL Rein Allow - %Prm Ntwk Fee
  
  
  
  
  
  
  
  
  
  
  
  AZ
  
  RNL Rein Allow - %Prm Maint
  
  
  
  
  
  
  
  
  
  
  
  BA
  
  RNL Rein Allow - %Prm Care Adv
  
  
  
  
  
  
  
  
  
  
  
  BB
  
  RNL Rein Allow - %Clm Pd Admin
  
  
  
  
  
  
  
  
  
  
  
  BC
  
  RNL Rein Allow - Per Pol Inf
  
  
  
  
  
  
  
  
  
  
  
  BD
  
  RNL Rein Allow - DAC Tax
  
  
  
  
  
  
  
  
  
  
  
  BE
  
  Disabilitiy Income
  
  
  
  
  
  
  
  
  
  
  
  BF
  
  Comm/Exp Allow Reins Assmd-FY
  
  
  
  
  
  
  
  
  
  
  
  BG
  
  Comm/Exp Allow Reins Assmd-Sgl
  
  
  
  
  
  
  
  
  
  
  
  BH
  
  Comm/Exp Allow Reins Assmd-Ren
  
  
  
  
  
  
  
  
  
  
  
  BI
  
  Exp Allow - Acquisition
  
  
  
  
  
  
  
  
  
  
  
  BJ
  
  Exp Allow - Marketing
  
  
  
  
  
  
  
  
  
  
  
  BK
  
  Exp Allow - Maintenance
  
  
  
  
  
  
  
  
  
  
  
  BL
  
  Prem Tax Allow Assmd - 1Yr
  
  
  
  
  
  
  
  
  
  
  
  BM
  
  Prem Tax Allow Assmd - Rnl
  
  
  
  
  
  
  
  
  
  
  
  BN
  
  Total Ceding Commission
  ( Sum (X : BM) )
  
  
  
  
  
  
  
  
  
  
  
  


Exhibit A  POLICY FORMS AND PLAN CODES, SUM OF ALL RESERVE ITEMS  A-1


American Progressive (as of 12/31/2008)  5A  Company
  
  Plan
  Code
  
  Amount
  Inforce
  
  Stat
  Reserve
  
  Deficiency
  Reserve
  
  Stat +
  Deficiency Reserve
  
  Count
  
  Type
  
  Wilton
  Coverage003
  
  003CT0111 XN
  
  450,000
  
  56,109
  
  5,451
  
  61,560
  
  2
  
  UL/ISWL003
  
  003CT5111 XN
  
  569,061
  
  298,244
  
  1,088
  
  299,332
  
  5
  
  UL/ISWL003
  
  003CTL110 XN
  
  203,139
  
  846
  
  1,039
  
  1,885
  
  4
  
  UL/ISWL003
  
  003CTL111 XN
  
  1,057,673
  
  7,919
  
  4,277
  
  12,196
  
  20
  
  UL/ISWL003
  
  003CTLJ11 XN
  
  125,000
  
  284
  
  0
  
  284
  
  4
  
  UL/ISWL003
  
  003TT1111 XN
  
  60,722
  
  37,856
  
  0
  
  37,856
  
  2
  
  UL/ISWL003
  
  003UAA141 XN
  
  5,165,379
  
  491,483
  
  0
  
  491,483
  
  16
  
  UL/ISWL003
  
  003UAA151 XN
  
  11,110,796
  
  1,055,685
  
  0
  
  1,055,685
  
  172
  
  UL/ISWL003
  
  003UAB151 XN
  
  2,288,975
  
  218,406
  
  0
  
  218,406
  
  23
  
  UL/ISWL003
  
  003UAB241 XN
  
  1,632,400
  
  167,446
  
  0
  
  167,446
  
  12
  
  UL/ISWL003
  
  003UAB251 XN
  
  6,609,652
  
  511,467
  
  0
  
  511,467
  
  93
  
  UL/ISWL003
  
  003UAC241 XN
  
  7,517,778
  
  504,287
  
  18,436
  
  522,722
  
  53
  
  UL/ISWL003
  
  003UAC24L XN
  
  625,000
  
  32,271
  
  951
  
  33,222
  
  5
  
  UL/ISWL003
  
  003UAC251 XN
  
  50,574,265
  
  2,643,515
  
  81,185
  
  2,724,700
  
  709
  
  UL/ISWL003
  
  003UAC25L XN
  
  409,000
  
  37,249
  
  747
  
  37,997
  
  6
  
  UL/ISWL003
  
  003UAD111 XN
  
  33,500,327
  
  5,339,794
  
  0
  
  5,339,794
  
  439
  
  UL/ISWL003
  
  003UAE111 XN
  
  26,330,675
  
  4,855,272
  
  0
  
  4,855,272
  
  352
  
  UL/ISWL003
  
  003UAE211 XN
  
  15,835,672
  
  1,992,757
  
  0
  
  1,992,757
  
  229
  
  UL/ISWL003
  
  003UBD111 XN
  
  462,072
  
  81,441
  
  0
  
  81,441
  
  13
  
  UL/ISWL003
  
  003UBE111 XN
  
  259,000
  
  11,591
  
  0
  
  11,591
  
  2
  
  UL/ISWL003
  
  003UBE211 XN
  
  756,397
  
  89,004
  
  0
  
  89,004
  
  29
  
  UL/ISWLTotal
  
  
  
  165,542,983
  
  18,432,926
  
  113,174
  
  18,546,100
  
  2,190Adjustments
  
  
  
  
  
  
  
  
  
  Total
  
  
  
  165,542,983
  
  18,432,926
  
  113,174
  
  18,546,100
  
  2,190ok
  
  okCompany
  
  Plan
  Code
  
  Amount
  Inforce
  
  Stat
  Reserve
  
  Deficiency
  Reserve
  
  Stat +
  Deficiency Reserve
  
  Count
  
  Type003
  
  003BF1111 PF40XN
  
  2,696,000
  
  23,209
  
  0
  
  23,209
  
  14
  
  Traditional003
  
  003BF1111 PF60XN
  
  4,239,300
  
  59,064
  
  0
  
  59,064
  
  35
  
  Traditional003
  
  003BF111A PF40XN
  
  150,000
  
  899
  
  0
  
  899
  
  1
  
  Traditional003
  
  003BF131A PF60XN
  
  450,000
  
  18,814
  
  4,551
  
  23,364
  
  3
  
  Traditional003
  
  003BH111A PF50XN
  
  5,490,000
  
  80,639
  
  1,326
  
  81,965
  
  42
  
  Traditional003
  
  003BH1211 PF60XN
  
  3,050,000
  
  65,118
  
  12,269
  
  77,387
  
  20
  
  Traditional003
  
  003BH121A PF50XN
  
  300,000
  
  8,677
  
  79
  
  8,755
  
  3
  
  Traditional003
  
  003BH121A PF60XN
  
  14,992,800
  
  358,656
  
  48,214
  
  406,870
  
  116
  
  Traditional003
  
  003BH1311 PF60XN
  
  2,840,886
  
  80,310
  
  8,561
  
  88,871
  
  30
  
  Traditional003
  
  003DBS111 XN
  
  10,000
  
  91
  
  0
  
  91
  
  1
  
  Traditional003
  
  003DDB111 XN
  
  291,000
  
  634
  
  177
  
  811
  
  4
  
  Traditional003
  
  003DDB11A XN
  
  165,000
  
  361
  
  0
  
  361
  
  2
  
  Traditional003
  
  003DDC111 XN
  
  575,000
  
  1,388
  
  2,950
  
  4,338
  
  3
  
  Traditional003
  
  003DDD111 XN
  
  285,000
  
  1,260
  
  763
  
  2,022
  
  2
  
  Traditional003
  
  003DDE111 XN
  
  856,500
  
  12,072
  
  7,707
  
  19,778
  
  8
  
  Traditional003
  
  003HMB0N1 XN
  
  40,000
  
  11,314
  
  0
  
  11,314
  
  4
  
  Traditional003
  
  003HWA1N1 XN
  
  5,000
  
  197
  
  0
  
  197
  
  1
  
  Traditional003
  
  003JFB111 XN
  
  228,000
  
  533
  
  0
  
  533
  
  4
  
  Traditional003
  
  003JFB11A XN
  
  125,000
  
  166
  
  0
  
  166
  
  2
  
  Traditional003
  
  003JFC111 XN
  
  230,000
  
  836
  
  0
  
  836
  
  3
  
  Traditional003
  
  003JFD111 XN
  
  112,000
  
  1,235
  
  0
  
  1,235
  
  2
  
  Traditional003
  
  003JFE111 XN
  
  796,500
  
  11,040
  
  0
  
  11,040
  
  11
  
  Traditional003
  
  003MC1111 XN
  
  2,000
  
  367
  
  0
  
  367
  
  1
  
  Traditional003
  
  003MH1131 XN
  
  68,000
  
  13,874
  
  0
  
  13,874
  
  4
  
  Traditional003
  
  003MH1231 XN
  
  420,500
  
  92,179
  
  0
  
  92,179
  
  22
  
  Traditional003
  
  003ML1221 XN
  
  1,896,000
  
  318,655
  
  0
  
  318,655
  
  271
  
  Traditional003
  
  003ML1231 XN
  
  601,074
  
  67,100
  
  0
  
  67,100
  
  102
  
  Traditional003
  
  003ML1241 XN
  
  189,371
  
  33,529
  
  0
  
  33,529
  
  170
  
  Traditional
  
  Wilton003
  
  003ML2221 XN
  
  1,189,595
  
  185,061
  
  0
  
  185,061
  
  169
  
  Traditional003
  
  003ML2231 XN
  
  700,859
  
  68,853
  
  0
  
  68,853
  
  95
  
  Traditional003
  
  003ML2232 XN
  
  36,000
  
  3,675
  
  0
  
  3,675
  
  6
  
  Traditional003
  
  003ML2241 XN
  
  245,667
  
  39,107
  
  0
  
  39,107
  
  288
  
  Traditional
  
  Wilton003
  
  003ML2242 XN
  
  23,293
  
  2,205
  
  0
  
  2,205
  
  29
  
  Traditional
  
  Wilton003
  
  003MLP221 XN
  
  5,000
  
  1,693
  
  0
  
  1,693
  
  1
  
  Traditional003
  
  003PCT1L1 XN
  
  16,600
  
  10,614
  
  1,442
  
  12,056
  
  1
  
  Traditional003
  
  003PML1L1 XN
  
  730
  
  521
  
  0
  
  521
  
  2
  
  Traditional003
  
  003PML1LN XN
  
  3,899
  
  3,115
  
  0
  
  3,115
  
  2
  
  Traditional003
  
  003PML2L1 XN
  
  17,430
  
  7,797
  
  0
  
  7,797
  
  7
  
  Traditional003
  
  003PML2LN XN
  
  47,208
  
  33,391
  
  0
  
  33,391
  
  38
  
  Traditional003
  
  003PML4L1 XN
  
  201,862
  
  133,923
  
  0
  
  133,923
  
  180
  
  Traditional003
  
  003PML5L1 XN
  
  12,498
  
  8,658
  
  0
  
  8,658
  
  38
  
  Traditional003
  
  003PML5L2 XN
  
  4,412
  
  3,059
  
  0
  
  3,059
  
  5
  
  Traditional003
  
  003PML6L1 XN
  
  856
  
  561
  
  0
  
  561
  
  28
  
  Traditional
  
  Wilton003
  
  003PML6L2 XN
  
  25
  
  16
  
  0
  
  16
  
  1
  
  Traditional
  
  Wilton003
  
  003PWA2N1 XN
  
  634
  
  599
  
  0
  
  599
  
  2
  
  Traditional003
  
  003PWA3N1 XN
  
  4,463
  
  1,807
  
  0
  
  1,807
  
  5
  
  Traditional003
  
  003PWA5N1 XN
  
  3,088
  
  2,572
  
  0
  
  2,572
  
  6
  
  Traditional003
  
  003PWA6N1 XN
  
  2,840
  
  2,553
  
  0
  
  2,553
  
  8
  
  Traditional003
  
  003RCBH1A XN
  
  357,000
  
  893
  
  0
  
  893
  
  40
  
  Traditional003
  
  003RCCL11 XN
  
  10,000
  
  6
  
  0
  
  6
  
  1
  
  Traditional003
  
  003RCU100 XN
  
  385,000
  
  963
  
  0
  
  963
  
  77
  
  Traditional003
  
  003RCU200 XN
  
  124,000
  
  310
  
  0
  
  310
  
  28
  
  Traditional003
  
  003RCW111 XN
  
  1,000
  
  3
  
  0
  
  3
  
  1
  
  Traditional003
  
  003RFU200 XN
  
  21,000
  
  1,644
  
  0
  
  1,644
  
  10
  
  Traditional003
  
  003RIBH1A XN
  
  3,906,000
  
  16,630
  
  0
  
  16,630
  
  41
  
  Traditional003
  
  003RIU140 XN
  
  380,000
  
  4,593
  
  0
  
  4,593
  
  4
  
  Traditional003
  
  003RIU150 XN
  
  1,766,700
  
  15,782
  
  0
  
  15,782
  
  26
  
  Traditional003
  
  003RIU240 XN
  
  100,000
  
  357
  
  0
  
  357
  
  1
  
  Traditional003
  
  003RIU250 XN
  
  350,000
  
  3,827
  
  0
  
  3,827
  
  4
  
  Traditional003
  
  003UAA143 XN
  
  250,000
  
  0
  
  0
  
  0
  
  1
  
  Traditional003
  
  003UAA153 XN
  
  50,000
  
  0
  
  0
  
  0
  
  1
  
  Traditional003
  
  003UAB243 XN
  
  650,000
  
  0
  
  0
  
  0
  
  3
  
  Traditional003
  
  003UAC243 XN
  
  200,000
  
  0
  
  0
  
  0
  
  1
  
  Traditional003
  
  003UAC253 XN
  
  506,000
  
  0
  
  0
  
  0
  
  6
  
  Traditional003
  
  003UAD113 XN
  
  442,242
  
  0
  
  0
  
  0
  
  8
  
  Traditional003
  
  003UAE113 XN
  
  312,474
  
  0
  
  0
  
  0
  
  9
  
  Traditional003
  
  003UAE213 XN
  
  171,900
  
  0
  
  0
  
  0
  
  7
  
  Traditional003
  
  003WA1211 XN
  
  2,400
  
  1,465
  
  0
  
  1,465
  
  1
  
  Traditional003
  
  003WA1311 XN
  
  4,800
  
  1,413
  
  0
  
  1,413
  
  1
  
  Traditional003
  
  003WA2111 XN
  
  2,239
  
  1,739
  
  0
  
  1,739
  
  1
  
  Traditional003
  
  003WA2211 XN
  
  57,000
  
  26,147
  
  0
  
  26,147
  
  4
  
  Traditional003
  
  003WA3111 XN
  
  5,000
  
  2,813
  
  0
  
  2,813
  
  1
  
  Traditional


003
  
  003WA3211 XN
  
  8,000
  
  4,938
  
  0
  
  4,938
  
  2
  
  Traditional003
  
  003WA4111 XN
  
  100,000
  
  7,296
  
  0
  
  7,296
  
  2
  
  Traditional003
  
  003WA4131 XN
  
  80,000
  
  24,708
  
  0
  
  24,708
  
  3
  
  Traditional003
  
  003WA413N XN
  
  365,000
  
  163,764
  
  0
  
  163,764
  
  66
  
  Traditional003
  
  003WA4231 XN
  
  165,500
  
  45,104
  
  0
  
  45,104
  
  21
  
  Traditional003
  
  003WA423N XN
  
  54,000
  
  24,750
  
  0
  
  24,750
  
  12
  
  Traditional003
  
  003WA433N XN
  
  3,703,301
  
  1,264,881
  
  0
  
  1,264,881
  
  617
  
  Traditional003
  
  003WA5221 XN
  
  79,026,041
  
  13,236,156
  
  231,849
  
  13,468,005
  
  9,797
  
  Traditional003
  
  003WA5231 XN
  
  35,882,300
  
  3,420,032
  
  211
  
  3,420,242
  
  4,442
  
  Traditional003
  
  003WA5232 XN
  
  447,500
  
  40,591
  
  0
  
  40,591
  
  62
  
  Traditional003
  
  003WA5241 XN
  
  59,423,460
  
  1,817,977
  
  560
  
  1,818,537
  
  7,037
  
  Traditional
  
  Wilton003
  
  003WA5242 XN
  
  1,387,500
  
  30,093
  
  0
  
  30,093
  
  187
  
  Traditional
  
  Wilton003
  
  003WA5321 XN
  
  467,000
  
  73,800
  
  2,387
  
  76,187
  
  87
  
  Traditional003
  
  003WA5331 XN
  
  108,000
  
  10,498
  
  0
  
  10,498
  
  18
  
  Traditional003
  
  003WA5341 XN
  
  81,000
  
  3,795
  
  0
  
  3,795
  
  8
  
  Traditional
  
  Wilton003
  
  003WA5342 XN
  
  31,000
  
  263
  
  0
  
  263
  
  3
  
  Traditional
  
  Wilton003
  
  003WB1111 XN
  
  35,500
  
  21,476
  
  0
  
  21,476
  
  9
  
  Traditional003
  
  003WD1221 XN
  
  3,000
  
  1,120
  
  0
  
  1,120
  
  1
  
  Traditional003
  
  003WE1111 XN
  
  28,000
  
  14,001
  
  0
  
  14,001
  
  3
  
  Traditional003
  
  003WG1111 XN
  
  19,957
  
  9,606
  
  0
  
  9,606
  
  4
  
  Traditional003
  
  003WI1111 XN
  
  15,000
  
  8,502
  
  0
  
  8,502
  
  2
  
  Traditional003
  
  003WK1111 XN
  
  5,000
  
  3,375
  
  10
  
  3,385
  
  1
  
  Traditional003
  
  003WS1161 XN
  
  9,917
  
  7,733
  
  0
  
  7,733
  
  2
  
  Traditional003003003003003Total
  
  
  
  235,122,621
  
  22,085,036
  
  323,053
  
  22,408,089
  
  24,455Adjustments
  
  
  
  
  
  
  
  
  
  Total
  
  
  
  235,122,621
  
  22,085,036
  
  323,053
  
  22,408,089
  
  24,455ok
  
  ok5BCompany
  
  Plan
  Code
  
  Cash
  Value
  
  Stat
  Reserve
  
  Deficiency
  Reserve
  
  Stat +
  Deficiency Reserve
  
  Count
  
  Type003
  
  003FA11N1 XN
  
  143,593.02
  
  143,593.02
  
  
  
  143,593
  
  1.00
  
  Deferred Annuity003
  
  003FA11Q1 XN
  
  167,464.06
  
  167,464.06
  
  
  
  167,464
  
  8.00
  
  Deferred Annuity003
  
  003FA11T1 XN
  
  71,487.35
  
  71,487.35
  
  
  
  71,487
  
  2.00
  
  Deferred Annuity003
  
  003FA13N1 XN
  
  100,421.55
  
  100,421.55
  
  
  
  100,422
  
  6.00
  
  Deferred Annuity003
  
  003FA13Q1 XN
  
  877,038.99
  
  877,448.19
  
  
  
  877,448
  
  82.00
  
  Deferred Annuity003
  
  003FA13T1 XN
  
  339,258.57
  
  339,258.57
  
  
  
  339,259
  
  10.00
  
  Deferred Annuity003
  
  003FA71N1 XN
  
  51,501.39
  
  51,501.39
  
  
  
  51,501
  
  3.00
  
  Deferred Annuity003
  
  003FA71Q1 XN
  
  170,382.31
  
  170,382.31
  
  
  
  170,382
  
  11.00
  
  Deferred Annuity003
  
  003FA72N1 XN
  
  560,336.02
  
  571,356.18
  
  
  
  571,356
  
  52.00
  
  Deferred Annuity003
  
  003FA72Q1 XN
  
  932,577.59
  
  933,962.53
  
  
  
  933,963
  
  59.00
  
  Deferred Annuity003
  
  003FA74T1 XN
  
  43,726.47
  
  43,726.47
  
  
  
  43,726
  
  2.00
  
  Deferred Annuity003
  
  003FA77Q1 XN
  
  14,987.47
  
  14,987.47
  
  
  
  14,987
  
  1.00
  
  Deferred Annuity003
  
  003FA7AT1 XN
  
  658,633.49
  
  659,161.70
  
  
  
  659,162
  
  28.00
  
  Deferred Annuity003
  
  003FA7BT1 XN
  
  12,121.02
  
  12,121.02
  
  
  
  12,121
  
  2.00
  
  Deferred Annuity003
  
  003FD71N1 XN
  
  332,551.45
  
  340,212.19
  
  
  
  340,212
  
  12.00
  
  Deferred Annuity003
  
  003FD71Q1 XN
  
  39,857.18
  
  41,039.51
  
  
  
  41,040
  
  3.00
  
  Deferred Annuity003
  
  003FD71T1 XN
  
  3,493.05
  
  3,493.05
  
  
  
  3,493
  
  1.00
  
  Deferred Annuity003
  
  003FD72N0 XN
  
  197,677.59
  
  203,862.93
  
  
  
  203,863
  
  4.00
  
  Deferred Annuity003
  
  003FD72N1 XN
  
  10,745,263.00
  
  11,074,094.46
  
  
  
  11,074,094
  
  242.00
  
  Deferred Annuity003
  
  003FD72Q0 XN
  
  290,793.60
  
  299,764.98
  
  
  
  299,765
  
  1.00
  
  Deferred Annuity003
  
  003FD72Q1 XN
  
  5,488,562.49
  
  5,653,638.87
  
  
  
  5,653,639
  
  170.00
  
  Deferred Annuity003
  
  003FG72N1 XN
  
  164,820.47
  
  167,699.22
  
  
  
  167,699
  
  18.00
  
  Deferred Annuity003
  
  003FG72Q1 XN
  
  76,168.81
  
  77,255.96
  
  
  
  77,256
  
  9.00
  
  Deferred Annuity003
  
  003FH10N1 XN
  
  226,038.17
  
  237,284.29
  
  
  
  237,284
  
  13.00
  
  Deferred Annuity003
  
  003FH10NM XN
  
  52,701.07
  
  56,739.57
  
  
  
  56,740
  
  1.00
  
  Deferred Annuity003
  
  003FH10Q1 XN
  
  56,169.98
  
  59,626.32
  
  
  
  59,626
  
  8.00
  
  Deferred Annuity003
  
  003FHC0N1 XN
  
  28,889.82
  
  30,201.25
  
  
  
  30,201
  
  5.00
  
  Deferred Annuity003
  
  003FHM0N1 XN
  
  61,952.35
  
  63,506.87
  
  
  
  63,507
  
  2.00
  
  Deferred Annuity003
  
  003FHM0Q1 XN
  
  109,072.18
  
  111,570.87
  
  
  
  111,571
  
  8.00
  
  Deferred Annuity003
  
  003FHP0N1 XN
  
  1,547,348.53
  
  1,591,758.93
  
  
  
  1,591,759
  
  52.00
  
  Deferred Annuity003
  
  003FHP0NM XN
  
  91,914.89
  
  94,674.72
  
  
  
  94,675
  
  1.00
  
  Deferred Annuity003
  
  003FHP0Q1 XN
  
  132,246.04
  
  135,876.34
  
  
  
  135,876
  
  15.00
  
  Deferred Annuity003
  
  003FIN7N1 XN
  
  3,174,297.44
  
  3,194,913.50
  
  
  
  3,194,914
  
  92.00
  
  Deferred Annuity003
  
  003FIN7NM XN
  
  58,171.16
  
  58,459.90
  
  
  
  58,460
  
  2.00
  
  Deferred Annuity003
  
  003FIN7NQ XN
  
  37,916.39
  
  38,268.08
  
  
  
  38,268
  
  2.00
  
  Deferred Annuity003
  
  003FIN7Q1 XN
  
  2,856,565.40
  
  2,876,905.39
  
  
  
  2,876,905
  
  93.00
  
  Deferred Annuity003
  
  003FIN7QM XN
  
  26,056.17
  
  26,056.17
  
  
  
  26,056
  
  1.00
  
  Deferred Annuity003
  
  003FM72N1 XN
  
  105,355.26
  
  107,212.43
  
  
  
  107,212
  
  10.00
  
  Deferred Annuity003
  
  003SA71N0 XN
  
  316,167.15
  
  317,127.74
  
  
  
  317,128
  
  8.00
  
  Deferred Annuity003
  
  003SA71N1 XN
  
  19,455,265.98
  
  19,554,628.68
  
  
  
  19,554,629
  
  365.00
  
  Deferred Annuity003
  
  003SA71Q0 XN
  
  269,431.77
  
  270,778.61
  
  
  
  270,779
  
  3.00
  
  Deferred Annuity003
  
  003SA71Q1 XN
  
  9,659,165.46
  
  9,718,221.53
  
  
  
  9,718,222
  
  176.00
  
  Deferred Annuity003
  
  003SG72N3 XN
  
  357,554.35
  
  362,977.35
  
  
  
  362,977
  
  4.00
  
  Deferred Annuity003
  
  003SG72Q1 XN
  
  210,387.84
  
  214,610.05
  
  
  
  214,610
  
  4.00
  
  Deferred Annuity003
  
  003SH10N1 XN
  
  178,898.33
  
  184,023.68
  
  
  
  184,024
  
  7.00
  
  Deferred Annuity003
  
  003SH10Q1 XN
  
  68,044.34
  
  69,850.84
  
  
  
  69,851
  
  3.00
  
  Deferred Annuity003
  
  003SHC0N1 XN
  
  89,131.91
  
  93,302.92
  
  
  
  93,303
  
  2.00
  
  Deferred Annuity003
  
  003SHC0Q1 XN
  
  17,887.02
  
  18,716.31
  
  
  
  18,716
  
  2.00
  
  Deferred Annuity003
  
  003SHM0N1 XN
  
  10,517.18
  
  10,914.57
  
  
  
  10,915
  
  1.00
  
  Deferred Annuity003
  
  003SHP0N1 XN
  
  144,168.86
  
  148,922.53
  
  
  
  148,923
  
  8.00
  
  Deferred Annuity003
  
  003SHP0NM XN
  
  61,588.02
  
  63,768.47
  
  
  
  63,768
  
  3.00
  
  Deferred Annuity003
  
  003SHP0Q1 XN
  
  28,613.33
  
  29,479.80
  
  
  
  29,480
  
  3.00
  
  Deferred Annuity003
  
  003SIN7N1 XN
  
  2,193,787.61
  
  2,210,322.91
  
  
  
  2,210,323
  
  42.00
  
  Deferred Annuity003
  
  003SIN7NM XN
  
  111,790.13
  
  112,084.26
  
  
  
  112,084
  
  1.00
  
  Deferred Annuity003
  
  003SIN7NQ XN
  
  27,973.71
  
  28,322.00
  
  
  
  28,322
  
  2.00
  
  Deferred Annuity003
  
  003SIN7Q1 XN
  
  1,551,326.14
  
  1,563,133.45
  
  
  
  1,563,133
  
  26.00
  
  Deferred Annuity003
  
  003SM72N2 XN
  
  35,000.00
  
  35,000.00
  
  
  
  35,000
  
  2.00
  
  Deferred Annuity003
  
  003SM72N3 XN
  
  60,087.41
  
  61,432.53
  
  
  
  61,433
  
  5.00
  
  Deferred Annuity003
  
  003SP70N1 XN
  
  31,922.02
  
  31,922.02
  
  
  
  31,922
  
  1.00
  
  Deferred Annuity003
  
  003SP70Q1 XN
  
  213,151.07
  
  213,253.27
  
  
  
  213,253
  
  8.00
  
  Deferred Annuity003
  
  003SP71N1 XN
  
  5,270,354.87
  
  5,298,875.71
  
  
  
  5,298,876
  
  89.00
  
  Deferred Annuity003
  
  003SP71Q1 XN
  
  1,440,329.81
  
  1,442,001.09
  
  
  
  1,442,001
  
  75.00
  
  Deferred Annuity003
  
  003SP71T1 XN
  
  572,621.09
  
  592,132.57
  
  
  
  592,133
  
  10.00
  
  Deferred Annuity003
  
  003SP72N0 XN
  
  91,090.53
  
  97,800.35
  
  
  
  97,800
  
  4.00
  
  Deferred Annuity003
  
  003SP72N1 XN
  
  3,519,489.44
  
  3,670,530.73
  
  
  
  3,670,531
  
  85.00
  
  Deferred Annuity003
  
  003SP72N9 XN
  
  110,622.74
  
  141,242.89
  
  
  
  141,243
  
  3.00
  
  Deferred Annuity003
  
  003SP72Q1 XN
  
  2,204,701.87
  
  2,220,743.46
  
  
  
  2,220,743
  
  65.00
  
  Deferred Annuity003
  
  003SP73Q1 XN
  
  18,478.63
  
  18,478.63
  
  
  
  18,479
  
  1.00
  
  Deferred Annuity


003
  
  003SP74Q1 XN
  
  6,387.13
  
  6,387.13
  
  
  
  6,387
  
  1.00
  
  Deferred Annuity003
  
  003SP74T1 XN
  
  144,660.84
  
  144,660.84
  
  
  
  144,661
  
  2.00
  
  Deferred Annuity003
  
  003SP75Q1 XN
  
  138,854.81
  
  138,854.81
  
  
  
  138,855
  
  4.00
  
  Deferred Annuity003
  
  003SP77N1 XN
  
  79,096.76
  
  79,096.76
  
  
  
  79,097
  
  1.00
  
  Deferred Annuity003
  
  003SP77Q1 XN
  
  9,814.53
  
  9,814.53
  
  
  
  9,815
  
  1.00
  
  Deferred Annuity003
  
  003SP77T1 XN
  
  3,563.09
  
  3,563.09
  
  
  
  3,563
  
  1.00
  
  Deferred Annuity003
  
  003SP78N1 XN
  
  32,574.81
  
  32,574.81
  
  
  
  32,575
  
  1.00
  
  Deferred Annuity003
  
  003SP79N1 XN
  
  50,137.96
  
  50,984.20
  
  
  
  50,984
  
  3.00
  
  Deferred Annuity003
  
  003SP79Q1 XN
  
  159,302.94
  
  161,091.22
  
  
  
  161,091
  
  2.00
  
  Deferred Annuity003
  
  003SP7AT1 XN
  
  1,152,823.19
  
  1,169,450.02
  
  
  
  1,169,450
  
  22.00
  
  Deferred Annuity003
  
  003SP7BT1 XN
  
  86,379.63
  
  86,379.63
  
  
  
  86,380
  
  2.00
  
  Deferred Annuity003
  
  003SP7CT1 XN
  
  16,347.37
  
  16,347.37
  
  
  
  16,347
  
  1.00
  
  Deferred Annuity003
  
  003SP7DT1 XN
  
  44,134.83
  
  44,134.83
  
  
  
  44,135
  
  1.00
  
  Deferred Annuity003
  
  003SP7FT1 XN
  
  2,161,209.77
  
  2,167,259.94
  
  
  
  2,167,260
  
  21.00
  
  Deferred AnnuityTotal
  
  
  
  82,452,248
  
  83,606,186
  
  
  
  83,606,186
  
  2,103Adjustments
  
  
  
  Total
  
  
  
  82,452,248
  
  83,606,186
  
  
  
  83,606,186
  
  2,103ok5CCompany
  
  Policy
  Number
  
  
  
  Stat
  Reserve
  
  Deficiency
  Reserve
  
  Stat +
  Deficiency Reserve
  
  
  
  Type003
  
  0A5087859
  
  
  
  7,573
  
  
  
  7,573
  
  
  
  Payout Annuity003
  
  0A5065782
  
  
  
  58,448
  
  
  
  58,448
  
  
  
  Payout Annuity003
  
  0A5074192R
  
  
  
  20,754
  
  
  
  20,754
  
  
  
  Payout Annuity003
  
  503116
  
  
  
  16,908
  
  
  
  16,908
  
  
  
  Payout Annuity003
  
  0A5075565
  
  
  
  2,718
  
  
  
  2,718
  
  
  
  Payout Annuity003
  
  0A5078061
  
  
  
  5,158
  
  
  
  5,158
  
  
  
  Payout Annuity003
  
  0A5071103R
  
  
  
  16,623
  
  
  
  16,623
  
  
  
  Payout Annuity003
  
  0A5071391
  
  
  
  37,117
  
  
  
  37,117
  
  
  
  Payout Annuity003
  
  0A5082386
  
  
  
  11,068
  
  
  
  11,068
  
  
  
  Payout Annuity003
  
  0A5056598R
  
  
  
  131,138
  
  
  
  131,138
  
  
  
  Payout Annuity003
  
  0A5069768
  
  
  
  78,149
  
  
  
  78,149
  
  
  
  Payout Annuity003
  
  503145
  
  
  
  32,328
  
  
  
  32,328
  
  
  
  Payout Annuity003
  
  503146
  
  
  
  21,540
  
  
  
  21,540
  
  
  
  Payout Annuity003
  
  503147
  
  
  
  3,433
  
  
  
  3,433
  
  
  
  Payout Annuity003
  
  502986
  
  
  
  9,330
  
  
  
  9,330
  
  
  
  Payout Annuity003
  
  503143
  
  
  
  21,566
  
  
  
  21,566
  
  
  
  Payout Annuity003
  
  0A5065106
  
  
  
  47,855
  
  
  
  47,855
  
  
  
  Payout Annuity003
  
  0A5091193
  
  
  
  68,247
  
  
  
  68,247
  
  
  
  Payout Annuity003
  
  502933
  
  
  
  8,978
  
  
  
  8,978
  
  
  
  Payout Annuity003
  
  502989
  
  
  
  4,991
  
  
  
  4,991
  
  
  
  Payout Annuity003
  
  0A5065185
  
  
  
  54,422
  
  
  
  54,422
  
  
  
  Payout Annuity003
  
  0A5074441
  
  
  
  2,882
  
  
  
  2,882
  
  
  
  Payout Annuity003
  
  0A5074935
  
  
  
  17,704
  
  
  
  17,704
  
  
  
  Payout Annuity003
  
  0PRA06212
  
  
  
  22,168
  
  
  
  22,168
  
  
  
  Payout Annuity003
  
  700995
  
  
  
  2,220
  
  
  
  2,220
  
  
  
  Payout Annuity003
  
  500491
  
  
  
  33,760
  
  
  
  33,760
  
  
  
  Payout Annuity003
  
  500609
  
  
  
  109,185
  
  
  
  109,185
  
  
  
  Payout Annuity003
  
  0PR503284
  
  
  
  13,734
  
  
  
  13,734
  
  
  
  Payout Annuity003
  
  0PR503304R
  
  
  
  15,691
  
  
  
  15,691
  
  
  
  Payout Annuity003
  
  502268
  
  
  
  21,915
  
  
  
  21,915
  
  
  
  Payout Annuity003
  
  503006
  
  
  
  27,781
  
  
  
  27,781
  
  
  
  Payout Annuity003
  
  700405
  
  
  
  19,166
  
  
  
  19,166
  
  
  
  Payout Annuity003
  
  502409
  
  
  
  26,005
  
  
  
  26,005
  
  
  
  Payout Annuity003
  
  503123
  
  
  
  13,714
  
  
  
  13,714
  
  
  
  Payout Annuity003
  
  0A5078069
  
  
  
  35,696
  
  
  
  35,696
  
  
  
  Payout Annuity003
  
  502503
  
  
  
  17,815
  
  
  
  17,815
  
  
  
  Payout Annuity003
  
  500015
  
  
  
  92,462
  
  
  
  92,462
  
  
  
  Payout Annuity003
  
  501726
  
  
  
  23,567
  
  
  
  23,567
  
  
  
  Payout Annuity003
  
  501854
  
  
  
  35,244
  
  
  
  35,244
  
  
  
  Payout Annuity003
  
  501871
  
  
  
  12,455
  
  
  
  12,455
  
  
  
  Payout Annuity003
  
  502038
  
  
  
  40,550
  
  
  
  40,550
  
  
  
  Payout Annuity003
  
  503028
  
  
  
  49,134
  
  
  
  49,134
  
  
  
  Payout Annuity003
  
  700790
  
  
  
  7,561
  
  
  
  7,561
  
  
  
  Payout Annuity003
  
  501091
  
  
  
  55,394
  
  
  
  55,394
  
  
  
  Payout Annuity003
  
  502691
  
  
  
  6,061
  
  
  
  6,061
  
  
  
  Payout Annuity003
  
  0PR503425
  
  
  
  4,635
  
  
  
  4,635
  
  
  
  Payout Annuity003
  
  0PR503453
  
  
  
  39,879
  
  
  
  39,879
  
  
  
  Payout Annuity003
  
  500871
  
  
  
  6,684
  
  
  
  6,684
  
  
  
  Payout Annuity003
  
  500131
  
  
  
  5,289
  
  
  
  5,289
  
  
  
  Payout Annuity003
  
  500661
  
  
  
  2,627
  
  
  
  2,627
  
  
  
  Payout AnnuityTotal
  
  
  
  
  
  1,419,322Adjustments
  
  
  
  Total
  
  
  
  
  
  1,419,322ok5DCompany
  
  Plan
  Code
  
  Amount
  Inforce
  
  Stat
  Reserve
  
  Deficiency
  Reserve
  
  Stat +
  Deficiency Reserve
  
  Count
  
  Type003
  
  003RABF11 XN
  
  125,000
  
  99
  
  
  
  99
  
  2003
  
  003RABH1A XN
  
  750,000
  
  851
  
  
  
  851
  
  7003
  
  003RACL11 XN
  
  934,139
  
  303
  
  
  
  303
  
  15003
  
  003RAML11 XN
  
  1,023,500
  
  6,101
  
  
  
  6,101
  
  138003
  
  003RAML31 XN
  
  430,000
  
  1,579
  
  
  
  1,579
  
  54003
  
  003RAML41 XN
  
  1,268,500
  
  2,297
  
  
  
  2,297
  
  187003
  
  003RAU100 XN
  
  2,389,000
  
  3,830
  
  
  
  3,830
  
  32003
  
  003RAU200 XN
  
  1,700,000
  
  1,896
  
  
  
  1,896
  
  15003
  
  003RAW111 XN
  
  31,574,800
  
  212,094
  
  
  
  212,094
  
  3,630003
  
  003RAW211 XN
  
  25,000
  
  24
  
  
  
  24
  
  2003
  
  003RAW311 XN
  
  7,000
  
  5
  
  
  
  5
  
  2003
  
  003RAW411 XN
  
  10,000
  
  16
  
  
  
  16
  
  1003
  
  003RAW511 XN
  
  28,000
  
  22
  
  
  
  22
  
  3003
  
  003RAW611 XN
  
  50,000
  
  76
  
  
  
  76
  
  1003
  
  003RAWA31 XN
  
  15,656,000
  
  67,445
  
  
  
  67,445
  
  1,822003
  
  003RAWA41 XN
  
  28,222,000
  
  59,261
  
  
  
  59,261
  
  3,239Total
  
  
  
  84,192,939
  
  355,898
  
  
  
  355,898
  
  9,150Adjustments
  
  
  
  
  
  
  
  
  
  Total
  
  
  
  84,192,939
  
  355,898
  
  
  
  355,898
  
  9,150ok


5E  Company
  
  Plan Code
  
  Amount Inforce
  
  Stat Reserve
  
  Deficiency Reserve
  
  Stat + Deficiency Reserve
  
  Count
  
  Type003
  
  003RDBF21 XN
  
  1,000
  
  3
  
  
  
  3
  
  1003
  
  003RDBH1A XN
  
  4,650
  
  13
  
  
  
  13
  
  7003
  
  003RDBH21 XN
  
  13,388
  
  37
  
  
  
  37
  
  14003
  
  003RDDB21 XN
  
  500
  
  1
  
  
  
  1
  
  1003
  
  003RDDC21 XN
  
  500
  
  1
  
  
  
  1
  
  1003
  
  003RDDD21 XN
  
  760
  
  2
  
  
  
  2
  
  1003
  
  003RDDE21 XN
  
  1,320
  
  4
  
  
  
  4
  
  1003
  
  003RDU100 XN
  
  10,000
  
  2,849
  
  
  
  2,849
  
  6003
  
  003RDU200 XN
  
  35,590
  
  10,138
  
  
  
  10,138
  
  37003
  
  003RDX111 XN
  
  500
  
  1
  
  
  
  1
  
  1003
  
  003RDX211 XN
  
  4,245
  
  12
  
  
  
  12
  
  3Total
  
  
  
  72,453
  
  13,062
  
  
  
  13,062
  
  73Adjustments
  
  
  
  
  
  
  
  
  
  
  
  Total
  
  
  
  72,453
  
  13,062
  
  
  
  13,062
  
  73okCompany
  
  Plan
  Code
  
  Amount
  Inforce
  
  Stat
  Reserve
  
  Deficiency
  Reserve
  
  Stat +
  Deficiency Reserve
  
  Count
  
  Type003
  
  003RWBF11 XN
  
  15,412
  
  3,211
  
  
  
  3,211
  
  17003
  
  003RWBH1A XN
  
  42,791
  
  9,881
  
  
  
  9,881
  
  136003
  
  003RWDDB1 XN
  
  1,703
  
  174
  
  
  
  174
  
  5003
  
  003RWDDC1 XN
  
  663
  
  132
  
  
  
  132
  
  2003
  
  003RWDDD1 XN
  
  387
  
  87
  
  
  
  87
  
  1003
  
  003RWDDE1 XN
  
  1,566
  
  282
  
  
  
  282
  
  4003
  
  003RWJFB1 XN
  
  1,116
  
  16
  
  
  
  16
  
  1003
  
  003RWJFD1 XN
  
  799
  
  123
  
  
  
  123
  
  2003
  
  003RWJFE1 XN
  
  1,859
  
  322
  
  
  
  322
  
  6003
  
  003RWRCW1 XN
  
  35
  
  41
  
  
  
  41
  
  1003
  
  003RWRNT1 XN
  
  180
  
  20
  
  
  
  20
  
  1003
  
  003RWU100 XN
  
  3,824
  
  395
  
  
  
  395
  
  3003
  
  003RWWA21 XN
  
  182
  
  20
  
  
  
  20
  
  1003
  
  003RWWA41 XN
  
  67
  
  73
  
  
  
  73
  
  2003
  
  003RWWB11 XN
  
  24
  
  11
  
  
  
  11
  
  1003
  
  003RWWE11 XN
  
  206
  
  66
  
  
  
  66
  
  2003
  
  003RWWI11 XN
  
  144
  
  41
  
  
  
  41
  
  1Total
  
  
  
  70,960
  
  14,894
  
  
  
  14,894
  
  186Adjustments
  
  
  
  
  
  
  
  
  
  
  
  Total
  
  
  
  70,960
  
  14,894
  
  
  
  14,894
  
  186ok5FCompany
  
  Plan Code
  
  Amount Inforce
  
  Stat Reserve
  
  Deficiency Reserve
  
  Stat + Deficiency Reserve
  
  Count
  
  Type003
  
  101301
  
  
  
  2,885
  
  
  
  2,885
  
  
  
  ULWP003
  
  104758
  
  
  
  1,762
  
  
  
  1,762
  
  
  
  ULWP003
  
  105920
  
  
  
  6,571
  
  
  
  6,571
  
  
  
  ULWP003
  
  107542
  
  
  
  9,399
  
  
  
  9,399
  
  
  
  ULWP003
  
  107805
  
  
  
  5,624
  
  
  
  5,624
  
  
  
  ULWP003
  
  800138
  
  
  
  5,253
  
  
  
  5,253
  
  
  
  TermWP003
  
  800245
  
  
  
  8,794
  
  
  
  8,794
  
  
  
  TermDIS003
  
  800046
  
  
  
  3,278
  
  
  
  3,278
  
  
  
  TermWP003
  
  901526
  
  
  
  969
  
  
  
  969
  
  
  
  TermDIS003
  
  9015261
  
  
  
  5,520
  
  
  
  5,520
  
  
  
  TermWP003
  
  901938
  
  
  
  2,250
  
  
  
  2,250
  
  
  
  TermWP003
  
  0PR109258
  
  
  
  2,737
  
  
  
  2,737
  
  
  
  ULDIS003
  
  0PR1092581
  
  
  
  14,687
  
  
  
  14,687
  
  
  
  ULWP003
  
  0PR109259
  
  
  
  8,300
  
  
  
  8,300
  
  
  
  ULWP003
  
  901525
  
  
  
  5,321
  
  
  
  5,321
  
  
  
  TermWP003
  
  0PR109350
  
  
  
  58,415
  
  
  
  58,415
  
  
  
  ULDIS003
  
  901773
  
  
  
  4,886
  
  
  
  4,886
  
  
  
  TermWP003
  
  0PR109350
  
  
  
  11,083
  
  
  
  11,083
  
  
  
  ULWP003
  
  107017
  
  
  
  103,141
  
  
  
  103,141
  
  
  
  ULDIS003
  
  107017
  
  
  
  6,067
  
  
  
  6,067
  
  
  
  ULWP003
  
  0PR902786
  
  
  
  3,459
  
  
  
  3,459
  
  
  
  ULWP003
  
  800046
  
  
  
  60,361
  
  
  
  60,361
  
  
  
  TermDIS003
  
  0PR902786
  
  
  
  37,739
  
  
  
  37,739
  
  
  
  ULDIS003
  
  000901536
  
  
  
  184
  
  
  
  184
  
  
  
  TermWPTotal
  
  
  
  
  
  368,687Adjustments
  
  
  
  
  
  Total
  
  
  
  
  
  368,687ok5GCompany
  
  Plan Code
  
  Amount Inforce
  
  Stat Reserve
  
  Deficiency Reserve
  
  Stat + Deficiency Reserve
  
  Count
  
  Type003
  
  003BF131A PF60XN
  
  450,000.00
  
  18,813.50
  
  4,550.50
  
  23,364
  
  3.00
  
  TRAD DEFIC003
  
  003BH111A PF50XN
  
  1,475,000.00
  
  18,737.50
  
  1,325.50
  
  20,063
  
  11.00
  
  TRAD DEFIC003
  
  003BH1211 PF60XN
  
  2,540,000.00
  
  56,134.80
  
  12,269.20
  
  68,404
  
  13.00
  
  TRAD DEFIC003
  
  003BH121A PF50XN
  
  150,000.00
  
  2,213.00
  
  78.50
  
  2,292
  
  2.00
  
  TRAD DEFIC003
  
  003BH121A PF60XN
  
  10,933,800.00
  
  278,461.63
  
  48,214.11
  
  326,676
  
  65.00
  
  TRAD DEFIC003
  
  003BH1311 PF60XN
  
  1,201,286.00
  
  43,629.72
  
  8,560.89
  
  52,191
  
  10.00
  
  TRAD DEFIC003
  
  003DDB111 XN
  
  100,000.00
  
  219.00
  
  177.00
  
  396
  
  1.00
  
  TRAD DEFIC003
  
  003DDC111 XN
  
  575,000.00
  
  1,388.00
  
  2,949.75
  
  4,338
  
  3.00
  
  TRAD DEFIC003
  
  003DDD111 XN
  
  209,000.00
  
  332.31
  
  762.85
  
  1,095
  
  1.00
  
  TRAD DEFIC003
  
  003DDE111 XN
  
  751,500.00
  
  10,813.18
  
  7,706.54
  
  18,520
  
  6.00
  
  TRAD DEFIC003
  
  003PCT1L1 XN
  
  16,600.00
  
  10,613.67
  
  1,442.19
  
  12,056
  
  1.00
  
  TRAD DEFIC003
  
  003WA5221 XN
  
  13,567,800.00
  
  2,632,384.26
  
  231,849.30
  
  2,864,234
  
  1,797.00
  
  TRAD DEFIC003
  
  003WA5231 XN
  
  15,000.00
  
  1,765.41
  
  210.58
  
  1,976
  
  3.00
  
  TRAD DEFIC003
  
  003WA5241 XN
  
  10,000.00
  
  358.60
  
  560.10
  
  919
  
  1.00
  
  TRAD DEFIC003
  
  003WA5321 XN
  
  175,500.00
  
  26,905.45
  
  2,386.56
  
  29,292
  
  32.00
  
  TRAD DEFIC003
  
  003WK1111 XN
  
  5,000.00
  
  3,375.25
  
  9.55
  
  3,385
  
  1.00
  
  TRAD DEFIC003
  
  003CT0111 XN
  
  250000
  
  9366.68
  
  5451.06
  
  14,818
  
  1
  
  UL DEFIC003
  
  003CT5111 XN
  
  569061
  
  298243.57
  
  1087.94
  
  299,332
  
  5
  
  UL DEFIC003
  
  003CTL110 XN
  
  153139
  
  826.87
  
  1039.18
  
  1,866
  
  3
  
  UL DEFIC003
  
  003CTL111 XN
  
  275000
  
  1635.61
  
  4277.19
  
  5,913
  
  3
  
  UL DEFIC003
  
  003UAC241 XN
  
  5849385.93
  
  420078.52
  
  18435.53
  
  438,514
  
  37
  
  UL DEFIC003
  
  003UAC24L XN
  
  625000
  
  32271.17
  
  950.8
  
  33,222
  
  5
  
  UL DEFIC003
  
  003UAC251 XN
  
  28656280.63
  
  1266634.3
  
  81184.68
  
  1,347,819
  
  245
  
  UL DEFIC003
  
  003UAC25L XN
  
  246000
  
  25966.67
  
  747.31
  
  26,714
  
  3
  
  UL DEFICTotal
  
  
  
  68,799,353
  
  5,161,169
  
  436,227
  
  5,597,395
  
  2,252Adjustments
  
  
  
  
  
  
  
  
  
  
  
  Total
  
  
  
  68,799,353
  
  5,161,169
  
  436,227
  
  5,597,395
  
  2,252okCompany
  
  Plan Code
  
  Amount Inforce
  
  Stat Reserve
  
  Deficiency Reserve
  
  Stat + Deficiency Reserve
  
  Count
  
  Type003
  
  003CTL111
  
  75,000
  
  564
  
  
  
  564
  
  2
  
  SUBSTD003
  
  003UAA151
  
  465,000
  
  2,691
  
  
  
  2,691
  
  5
  
  SUBSTD003
  
  003UAB151
  
  95,000
  
  695
  
  
  
  695
  
  3
  
  SUBSTD


003
  
  003UAB251
  
  328,900
  
  523
  
  
  
  523
  
  3
  
  SUBSTD003
  
  003UAC251
  
  185,895
  
  1,122
  
  
  
  1,122
  
  5
  
  SUBSTD003
  
  003UAD111
  
  351,502
  
  696
  
  
  
  696
  
  5
  
  SUBSTD003
  
  003UAE111
  
  25,000
  
  76
  
  
  
  76
  
  1
  
  SUBSTD003
  
  003UAE211
  
  50,000
  
  280
  
  
  
  280
  
  2
  
  SUBSTD003
  
  BF1111
  
  494,000
  
  3,811
  
  
  
  3,811
  
  4
  
  SUBSTD003
  
  BH111A
  
  100,000
  
  53
  
  
  
  53
  
  1
  
  SUBSTD003
  
  BH121A
  
  700,000
  
  693
  
  
  
  693
  
  4
  
  SUBSTD003
  
  BH1311
  
  579,286
  
  830
  
  
  
  830
  
  4
  
  SUBSTD003
  
  DDB111
  
  50,000
  
  60
  
  
  
  60
  
  1
  
  SUBSTD003
  
  R2U110
  
  250,000
  
  48
  
  
  
  48
  
  1
  
  SUBSTD003
  
  UAA153
  
  50,000
  
  37
  
  
  
  37
  
  1
  
  SUBSTDTotal
  
  
  
  3,799,583
  
  12,179
  
  
  
  12,179
  
  42Adjustments
  
  
  
  
  
  
  
  
  
  
  
  Total
  
  
  
  
  
  12,179
  
  
  
  
  
  Adjustments
  
  
  
  
  
  
  
  
  
  
  
  Total
  5G
  
  
  
  3,799,583
  
  448,405
  
  
  
  12,179
  
  42s/b 12713 & 448940ReinsuranceCompany
  
  Name
  
  Amount Inforce
  
  Reserve Credit003
  
  Munich American Reassurance Co.
  
  
  
  003
  
  General Re Life Corp.
  
  
  
  003
  
  Canada Life Assurance Co. USB
  
  
  
  003
  
  Optimum Re Insurance Co.
  
  
  
  003
  
  Swiss Re Life & Health America Inc.
  
  1,709,489
  
  26,835003
  
  Swiss Re Life & Health America Inc.
  
  3,796,869
  
  91,574003
  
  Swiss Re Life & Health America Inc.
  
  2,428,151
  
  814,630003
  
  Swiss Re Life & Health America Inc.
  
  2,777,962
  
  16,983003
  
  Hannover Life Reassurance Co. of America
  
  
  
  003
  
  Hannover Life Reassurance Co. of America
  
  1,267,944
  
  17,146003
  
  Security Life of Denver Insurance Co.
  
  36,196,228
  
  226,189003
  
  Security Life of Denver Insurance Co.
  
  1,983,000
  
  11,490003
  
  National Security Life & Annuity Co.
  
  249,030
  
  3,544003
  
  Swiss Re Life & Health America Inc.
  
  10,521,668
  
  963,014003
  
  Swiss Re Life & Health America Inc.
  
  1,738,650
  
  27,262003
  
  Swiss Re Life & Health America Inc.
  
  6,286,250
  
  146,646003
  
  Swiss Re Life & Health America Inc.
  
  3,278,193
  
  89,801003
  
  Swiss Re Life & Health America Inc.
  
  12,123,667
  
  858,921003
  
  Swiss Re Life & Health America Inc.
  
  17,438,072
  
  62,225003
  
  Swiss Re Life & Health America Inc.
  
  6,203,500
  
  144,716003
  
  American National Insurance Co.
  
  
  
  003
  
  ReliaStar Life Insurance Co.
  
  
  
  003
  
  Wilton Reassurance Co.
  
  115,308,134
  
  3,410,947Total
  
  
  
  223,306,807
  
  6,911,923Adjustments
  
  
  
  
  
  Total
  
  
  
  223,306,807
  
  6,911,923ok  PROGRESSIVE  Exhibit
  
  
  
  Amount Inforce
  
  Statutory Reserve5A
  
  
  
  400,665,604
  
  40,517,9635B
  
  
  
  82,452,248
  
  85,025,5085C5D
  
  
  
  84,192,939
  
  355,8985E
  
  
  
  143,413
  
  27,9565F
  
  
  
  
  
  368,6875G
  
  
  
  3,799,583
  
  448,405Adjustments
  
  
  
  1,819,000
  
  8,000
  
  Ex5
  
  ReserveBackupTotal
  
  
  
  402,484,604
  
  126,752,416Actual
  
  
  
  402,485,000
  
  126,752,415
  
  126,752,415
  
  126,752,409
  
  (5
  )Total
  CEDED
  
  223,306,807
  
  6,911,923Adjustments
  
  
  
  
  
  Total
  
  
  
  223,306,807
  
  6,911,923Actual
  
  
  
  223,306,807
  
  6,911,923
  
  6,911,923
  
  6,911,923
  
  0Total
  NET
  
  
  
  179,177,798
  
  119,840,493Actual
  
  
  
  179,178,193
  
  119,840,492
  
  119,840,492
  
  119,840,486
  
  (5
  )Wilton Coverage
  Adjustment
  
  38,436,045
  
  1,136,982Total After
  Wilton removed
  
  140,741,753
  
  118,703,511


Exhibit B  STATUTORY RESERVES AND LIABILITIES BY POLICY  The Ceding
Company sent the information on Exhibit B
to the Reinsurer via a CD data file on Friday, April 10, 2009. The
Reinsurer received the information on Monday, April 13. 2009.  B-1


Exhibit C  TRANSFERRED ASSETS  The Transferred Assets shall be within one of the following two
(2) categories:  1. Cash  2. United States Dollar-Denominated Securities issued or guaranteed by
the United States Treasury.  Valuation of
Assets  (a) By
5:00 p.m. on the fifth (5th) Business Day prior to the Closing Date,
the parties by mutual agreement shall designate certain Transferred Assets as IDC  Assets,
provided that IDC quotes prices
for such Transferred Assets. All Transferred Assets not designated as IDC
Assets shall be designated Brokers Assets.
If the parties cannot agree on the designation of any particular Transferred
Asset as an IDC Asset, such Transferred Asset shall be conclusively deemed to
be a Brokers Asset. The fair market value of each Transferred Asset that is an
IDC Asset and each Transferred Asset that is a Brokers Asset shall be
determined as follows:  (i) No later than 9:00 a.m. on the Business Day immediately prior
to the Closing Date, Reinsurer shall submit to IDC the CUSIP number (or other
unique identifier if CUSIP is not available) and face amount of each IDC Asset
and request that IDC provide in writing as promptly as practicable to the
Ceding Company and the Reinsurer each such Transferred Assets price (for the
given face amount) as of approximately 3:00 p.m. on such Business Day. The
price quoted by IDC shall be referred to as the IDC Price.  (ii) No later than 5:00 p.m. on the fourth (4th) Business Day prior to the
Closing Date, the Reinsurer shall submit simultaneously to each of the three
(3) Brokers the CUSIP number (or other unique identifier if CUSIP is not
available) and face amount of each Brokers Asset and request that each Broker
provide in writing as promptly as practicable to the Ceding Company and the
Reinsurer each such Transferred Assets price (for the given face amount), with
such price setting forth the bid value and ask value of each such Transferred
Asset as of approximately 3:00 p.m. on the Business Day immediately prior to
the Closing Date. The price quoted by each Broker for each Brokers Asset shall
be the average of such bid and ask price and shall be designated as the Brokers Quote for each such Brokers
Asset.  (iii) The Reinsurer and the Ceding Company together shall review
the IDC Prices and Brokers Quotes for any errors and omissions or other
disagreements (together, Disagreements).
If the Reinsurer or the Ceding Company reasonably determines that there exists
any Disagreement, the Reinsurer and the Ceding Company shall immediately notify
IDC or the applicable Broker, as the case may be, and use their commercially
reasonable efforts to determine and resolve with the applicable party any such
Disagreement prior to the Closing, or as promptly as practicable after the
Closing, in accordance with the principles set forth in this Exhibit C.  C-1


(b) The
fair market value of each IDC Asset shall be the IDC Price. The fair market
value of each Brokers Asset is the Brokers Quote remaining for such asset
after discarding the highest and lowest Brokers Quote for such asset. Such
fair market values for the IDC and Brokers Assets shall be referred to as the Fair Market Value of such asset.  (c) For
purposes of this Exhibit C:  (i) Brokers means the following brokers:
Citigroup, Merrill Lynch & Co. and JPMorgan Chase & Co.; provided, that, if any such broker does
not provide a Brokers Quote or hereafter becomes an Affiliate of the Reinsurer
or the Ceding Company, the parties shall mutually decide in good faith whether
to proceed without such Brokers Quote or to identify a mutually acceptable
replacement broker.  (ii) IDC means the pricing and quotation
service offered by Financial Time Interactive Data Corp.  C-2