Exhibit 10.1  EXECUTION COPY  INDEMNITY REINSURANCE AGREEMENT   between   CONSTITUTION LIFE INSURANCE COMPANY  (Ceding Company)   and   COMMONWEALTH ANNUITY AND 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
  9Section 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 FOLLOWINGTHE
  COINSURANCE 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
  14Section 4.11.
  Non-Guaranteed Elements
  14ARTICLE V
  UNDERTAKINGS OF CEDING COMPANY FOLLOWING THE COINSURANCE EFFECTIVE
  15DATESection 5.1.
  Cooperation
  15ARTICLE VI
  INDEMNIFICATION
  15Section 6.1.
  Indemnification by the
  Ceding Company
  15Section 6.2.
  Indemnification by the
  Reinsurer
  16Section 6.3.
  Indemnification and
  Arbitration Procedures
  17Section 6.4.
  Cooperation
  17Section 6.5.
  Payment in Full for Losses
  17  i


ARTICLE VII           INSOLVENCY
  17Section 7.1.
  Payment of Benefits under
  an Insolvency
  17Section 7.2.
  Required Notice of and
  Defense against Claims
  18ARTICLE VIII           ARBITRATION
  18Section 8.1.
  Agreement to Arbitrate
  18Section 8.2.
  Method
  18Section 8.3.
  Power of Arbitrators
  19Section 8.4.
  Arbitration Fees and
  Expenses; Decision
  19ARTICLE IX           GENERAL
  PROVISIONS
  20Section 9.1.
  Notices
  20Section 9.2.
  Confidentiality
  20Section 9.3.
  Misunderstandings and
  Oversights
  20Section 9.4.
  Reinstatements
  20Section 9.5.
  Entire Agreement
  20Section 9.6.
  Waivers and Amendments
  20Section 9.7.
  No Third Party
  Beneficiaries
  20Section 9.8.
  Binding Effect; No
  Assignment
  21Section 9.9.
  Governing Law
  21Section 9.10.
  Counterparts
  21Section 9.11.
  Severability
  21Section 9.12.
  Exhibits and Schedules
  21Section 9.13.
  Election Statement
  21Section 9.14.
  Additional Tax Provisions
  22Section 9.15.
  Set Off
  22SCHEDULE 3.1
  SETTLEMENT AMOUNTSCHEDULE 4.6
  PAYMENTS RELATING TO
  COMMISSIONSSCHEDULE 4.9
  MONTHLY SETTLEMENT REPORTSEXHIBIT A
  POLICY FORMS AND PLAN
  CODES, SUM OF ALL RESERVE ITEMSEXHIBIT B
  STATUTORY RESERVES AND
  LIABILITIES BY POLICYEXHIBIT 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 CONSTITUTION
LIFE INSURANCE COMPANY, a Texas stock life and health insurance
company (the Ceding Company)
and COMMONWEALTH ANNUITY AND 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 Aattachedhereto; and  WHEREAS,
the Ceding Company, together with certain of its Affiliates named therein, and
the Reinsurer 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 FAFLIC (collectively, the Master
Agreement) and (ii) that certain Joinder Agreement, dated January 9,
2009, with FAFLIC (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.  (e)Approved Designee has the meaning
ascribed thereto in the Services Agreement.  1


(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)Conversion Services has the meaning
ascribed thereto in the Services Agreement.  (s)Cost ofCapital
means the cost of a capital decrease resulting from the establishment of an
Interest Maintenance Reserve liability calculated as follows:  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  2


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).  (t)Dispute Notice has the meaning set
forth in Section 3.1(d).  (u)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 the Reinsurer or FAFLIC, as the case may
be, and Affiliates of the Ceding Company of even date herewith, and (z) the
Reinsurer or FAFLIC, 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
FAFLIC, 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.  (v)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 after the ClosingDate
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;  3


(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;  (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; and  (xiii)solely to the
extent arising from changes that are made by the Ceding Company to the
non-guaranteed elements under the Policies without the prior written consent of
the Reinsurer other than such changes that are required by Applicable Law.  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 Sections 2.1(a) and 4.11 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.  (w)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.  (x)Final Settlement Amount has the
meaning set forth in Section 3.1(b).  (y)Final Settlement Date has the meaning
set forth in Section 3.1(e).  (z)Governmental Authority has the
meaning ascribed thereto in the Master Agreement.  (aa)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.  (bb)InsuranceLiabilities
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 express terms 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 in Section 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.  (cc)Interim Services has the meaning
ascribed thereto in the Services Agreement.  (dd)Joinder Agreement has the
meaning ascribed thereto in the second recital hereof.  (ee)Loss or Losses
has the meaning ascribed thereto in the Master Agreement.  (ff)Master Agreement has the meaning
set forth in the second recital hereof.  (gg)Ongoing Services has the meaning
ascribed thereto in the Services Agreement.  6


(hh)Permitted Transactions has the meaning
ascribed thereto in the Master Agreement.  (ii)Person has the meaning ascribed
thereto in the Master Agreement.  (jj)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 Dateand 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.  (kk)Policyholder has the meaning ascribed
thereto in the Master Agreement.  (ll)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.  (mm)Producer has the meaning ascribed
thereto in the Master Agreement.  (nn)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.  (oo)Producer Payments has the meaning
ascribed thereto in the Master Agreement.  (pp)Recapture Fee has the meaning ascribed
thereto in the Amendment.  (qq)Reconciliation Amount has the meaning
set forth in Section 3.1(c).  (rr)Regulation has the meaning set forth
in Section 9.13.  (ss)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.  (tt)Reinsurer has the meaning set forth in
the Preamble.  (uu)Reinsurer Caused Extra Contractual Liabilities
has the meaning set forth in Section 6.2(d).  7


(vv)Reinsurer Covered Extra Contractual Liabilities
has the meaning set forth in Section 6.2(e) (subject to the
limitations therefor in Section 6.2) .  (ww)Reinsurer Indemnified Parties has the
meaning set forth in Section 6.1.  (xx)Required Services has the meaning
ascribed thereto in the Services Agreement.  (yy)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.  (zz)Services Agreement means the services
agreement entered into among the Ceding Company, several Affiliates of the
Ceding Company and the Reinsurer of even date herewith.  (aaa)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.  (bbb)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.  (ccc)Third Party Reinsurer has the meaning
ascribed thereto in the Master Agreement.  (ddd)Transaction Documents means this
Agreement, the Master Agreement and the Services Agreement.  (eee)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.  (fff)Transition Date has the meaning
ascribed thereto in the Services Agreement.  (ggg)Wilton Re Agreements has the meaning
ascribed thereto in the Amendment.  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.  (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.  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.  9


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.  (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  10


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 calculation of the Final Settlement Amount and/or the Reconciliation
Amount (the Final Settlement Date).  11


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 withApplicable 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
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.  12


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
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  13


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 the Transition 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.  Section 4.11.
 Non-Guaranteed Elements.  (a)For the period
beginning on the Closing Date and continuing up to and including the Transition
Date, the Ceding Company shall make such changes to the non-guaranteed elements
under the Policies as are requested in writing by the Reinsurer or its
designees. The Ceding Company shall make no changes to such non-guaranteed
elements except those requested in writing by the Reinsurer or its designees,
or as otherwise may be required by Applicable Law.  (b)For all periods
following the Transition Date, the Ceding Company acknowledges and agrees that (i) the
Reinsurer and its designees have sole discretion to make changes to the
non-guaranteed elements of the Policies to the extent that such changes are in
accordance with the terms of the Policies and Applicable Law, and (ii) it
shall not make any such changes to such non-guaranteed elements except those
requested in writing by the Reinsurer or as otherwise may be required by
Applicable Law.  14


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 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 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.  15


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 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 Sections
2.1(a) and 4.11 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  16


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 arbitration
procedures 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.  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.  The obligations of the
Reinsurer under this Agreement shall be without diminution or in any way
affected or diminished because of the insolvency of the Ceding Company. In the
event of the insolvency of the Ceding Company and the appointment of a
conservator, liquidator, receiver or statutory successor of the Ceding Company
while coinsurance is in effect as to any Policy, all coinsurance made, ceded,
renewed or otherwise becoming effective under this Agreement shall be payable directly
to such conservator, liquidator, receiver or statutory successor immediately
upon demand, with reasonable provision for verification, on the basis of claims
allowed against the Ceding Company by any court of competent jurisdiction or by
any conservator, liquidator, receiver or statutory successor of the Ceding
Company having authority to allow such claims, without diminution because of
such insolvency or because such conservator, liquidator, receiver or statutory
successor has failed to pay all or a portion of any claims, except where (x) this
Agreement specifies another payee of such reinsurance in the event of the
insolvency of the Ceding Company or (y) the Reinsurer, with the consent of
the direct insured or insureds, has assumed such policy obligations of the
Ceding Company as direct obligations of the Reinsurer to the payees under such
Policies and in substitution for the obligations of the Ceding Company to such
payees.  17


Section 7.2.
 Required Notice of and Defense
against Claims.  In the event of the
insolvency of the Ceding Company while coinsurance as to any Policy is in
effect under this Agreement, the conservator, liquidator, receiver or statutory
successor of the Ceding Company shall give the Reinsurer written notice of the
pendency of a claim against the Ceding Company on a Policy within a reasonable
time after such claim is filed in the insolvency proceeding. During the
pendency of any such claim, the Reinsurer may, at its own expense, investigate
such claim and interpose, at its own expense, in the proceeding where such
claim is to be adjudicated, any defense or defenses which the Reinsurer may
deem available to the Ceding Company or its conservator, liquidator, receiver
or statutory successor.  The expense thus
incurred by the Reinsurer shall be payable, subject to court approval, out of
the estate of the Ceding Company as a part of the expense of conservation or
liquidation to the extent of a proportionate share of the benefit which may
accrue to the Ceding Company in conservation or liquidation solely as a result
of the defense undertaken by the Reinsurer. Where two or more reinsurers are
involved in the same claim and a majority in interest elects to interpose the
defense to such claim, the expense shall be apportioned in accordance with the
terms of this Agreement as though such expense had been incurred by the
insolvent Ceding Company.  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 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  18


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, 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.  19


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 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  20


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, 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 are hereby 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 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:  21


(a)to exchange
information each and every year for which this Agreement is in 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 this Agreement for each taxable
year will capitalize specified policy acquisition expenses with respect to this
Agreement without regard to the general deductions limitation of Section 848(c)(1) of
the Code; and  (c)that the first
taxable year for which this Election Statement shall be effective 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.  22


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed effective this 24th
day of April, 2009.   CONSTITUTION LIFE
  INSURANCE COMPANYBy:
  /s/ Gary W. BryantName:
  Gary W. BryantTitle:
  President & CEOCOMMONWEALTH ANNUITY AND
  LIFE INSURANCE COMPANYBy:
  /s/ Michael ReardonName:
  Michael ReardonTitle:
  President   Indemnity Reinsurance Agreement Signature Page


Schedule
3.1  SETTLEMENT
AMOUNT  Statutory Reserves and Liabilities(1)
  
  $
  49,160,373- Due and deferred premiums(2)
  
  $
  760,951- Policy loans outstanding(2) (net of accrued and unearned
  interest)
  
  $
  4,252,319- Closing Date Ceding Commission(3)
  
  $
  2,673,346+ Portion of Closing Fee(4)
  
  $
  77,412= Settlement Amount(5)
  
  $
  41,551,169+ Accrued Interest(6)
  
  $
  133,515= Total Payment
  
  $
  41,684,684  
 (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


CONSTITUTION
LIFE  COMMISSIONS  Expressed
as percentage of premium.  Policy YearLOB
  
  Plan
  
  IA
  
  1
  
  2
  
  3
  
  4
  
  5
  
  6
  
  7
  
  8
  
  9
  
  10
  
  11
  
  12+Annuity
  
  FPDA
  
  All
  
  4.5
  %
  4.0
  %
  4.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %FPDA7
  
  All
  
  6.0
  %
  4.0
  %
  4.0
  %
  4.0
  %
  4.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %FPDA8
  
  All
  
  6.0
  %
  4.0
  %
  4.0
  %
  4.0
  %
  4.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %SPDA
  
  All
  
  4.5
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %SPDA7
  
  60+
  
  7.5
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %SPDA8
  
  60+
  
  7.5
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %Senior Life
  
  1gd05
  
  0-84
  
  125.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %85+
  
  93.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %1LD05
  
  0-84
  
  130.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %85+
  
  98.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %GGRD
  
  0-84
  
  125.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %85+
  
  93.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %GPOM
  
  0-84
  
  125.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %85+
  
  93.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  15.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %RPU80
  
  All
  
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %Traditional
  
  B3AR0
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %D7000
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %E8503
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %GU
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %K6PPL
  
  All
  
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %L0000
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %L0002
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %L0007
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %L0015
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %L00P3
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %L00P6
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %L2002
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %L20P0
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %L6501
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %M2100
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %M3000
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %M65PC
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %N2PUL
  
  All
  
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %N6501
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %O3PUL
  
  All
  
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %Q3ETI
  
  All
  
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %Q4ETI
  
  All
  
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %R0100
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %R01CN
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %R01CS
  
  All
  
  90.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  2.5
  %
  2.5
  %UL*
  
  AE10
  
  0-79
  
  60.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %80-84
  
  55.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %


85+
  
  40.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %AESP
  
  0-79
  
  60.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %80-84
  
  55.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %85+
  
  40.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %AEWL
  
  0-79
  
  60.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %80-84
  
  55.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %85+
  
  40.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %lu00n
  
  All
  
  70.0
  %
  25.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %LU00S
  
  All
  
  70.0
  %
  25.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %LUB0N
  
  All
  
  70.0
  %
  25.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %  
 *
For UL, Plan AE10, AESP, AEWL the same commission schedule applies for both
target and excess premium. All other plans have zero commission for excess
premium.


Schedule 4.9  MONTHLY SETTLEMENT REPORTS  1


Commonwealth
Annuity and 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 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 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 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 4.6AA
  
  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


Commonwealth Annuity and Life Insurance Company (Reinsurer) Sch 4.9 - Monthly Reinsurance Settlement Statement For the Month Ending: Jan-09  Post - Transition Date  COMB LOB
  TOTALS
  
  (TRAD) Whole
  Life
  
  (TRAD) Term
  Life
  
  (TRAD)
  Universal
  Life/ISWL
  
  (SR)
  Senior Life
  
  (GR) GRL
  Life
  
  (AE
  & AEII)
  Asset Enhancer
  
  (Grp)
  Group
  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


Constitution Life (as of 12/31/2008)  5A  Company
  
  Plan Code
  
  Amount Inforce
  
  Stat Reserve
  
  Deficiency Reserve
  
  Stat + Deficiency Reserve
  
  Count
  
  Type
  
  Wilton Coverage012
  
  012ML1221
  
  XN
  
  601,500
  
  110,551
  
  
  
  110,551
  
  75
  
  Traditional  -  Senior Life012
  
  012ML1231
  
  XN
  
  558,074
  
  111,423
  
  
  
  111,423
  
  100
  
  Traditional  -  Senior Life012
  
  012ML1232
  
  XN
  
  16,478
  
  5,677
  
  
  
  5,677
  
  5
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012ML1241
  
  XN
  
  153,473
  
  32,212
  
  
  
  32,212
  
  119
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012PCT2L1
  
  XN
  
  7,225
  
  323
  
  215
  
  538
  
  1
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012PML4L1
  
  XN
  
  70,950
  
  45,952
  
  6,125
  
  52,076
  
  70
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012PML5L1
  
  XN
  
  19,332
  
  11,725
  
  1,818
  
  13,543
  
  42
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012PML5L2
  
  XN
  
  150
  
  91
  
  17
  
  109
  
  1
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012PML6L1
  
  XN
  
  1,220
  
  826
  
  88
  
  914
  
  15
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012R0C012
  
  XN
  
  
  
  
  
  
  
  
  
  
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012R5C011
  
  XN
  
  
  
  88
  
  
  
  88
  
  
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012R5CL21
  
  XN
  
  
  
  
  
  
  
  
  
  
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012R5T111
  
  XN
  
  
  
  
  
  
  
  
  
  
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012RACL11
  
  XN
  
  
  
  101
  
  
  
  101
  
  
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012RAML21
  
  XN
  
  
  
  753
  
  
  
  753
  
  
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012RAML31
  
  XN
  
  
  
  4
  
  
  
  4
  
  
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012RAML32
  
  XN
  
  
  
  0
  
  
  
  0
  
  
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012RAML41
  
  XN
  
  
  
  26
  
  
  
  26
  
  
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012RAW211
  
  XN
  
  
  
  16,969
  
  
  
  16,969
  
  
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012RAWA31
  
  XN
  
  
  
  10,796
  
  
  
  10,796
  
  
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012RAWA32
  
  XN
  
  
  
  321
  
  
  
  321
  
  
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012RAWA41
  
  XN
  
  
  
  3,843
  
  
  
  3,843
  
  
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012RWCL11
  
  XN
  
  
  
  
  
  
  
  
  
  
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012WA5221
  
  XN
  
  16,671,705
  
  2,917,620
  
  
  
  2,917,620
  
  1,968
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012WA5231
  
  XN
  
  13,940,201
  
  1,492,565
  
  
  
  1,492,565
  
  1,587
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012WA5232
  
  XN
  
  598,880
  
  61,587
  
  
  
  61,587
  
  68
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012WA5241
  
  XN
  
  11,277,741
  
  406,983
  
  
  
  406,983
  
  1,305
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012WA5321
  
  XN
  
  3,591,300
  
  681,305
  
  
  
  681,305
  
  649
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012WA5331
  
  XN
  
  1,604,000
  
  205,242
  
  
  
  205,242
  
  300
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012WA5332
  
  XN
  
  10,000
  
  1,167
  
  
  
  1,167
  
  1
  
  Traditional  -  Senior Life
  
  Wilton012
  
  012WA5341
  
  XN
  
  61,000
  
  3,584
  
  
  
  3,584
  
  11
  
  Traditional  -  Senior Life
  
  WiltonTotal
  
  
  
  
  
  49,183,229
  
  6,121,735
  
  8,263
  
  6,129,998
  
  6,317Adjustments
  
  
  
  
  
  
  
  35
  
  
  
  
  
  Total
  
  
  
  
  
  49,183,229
  
  6,121,770
  
  8,263
  
  6,129,998
  
  6,317  Company Code
  
  Plan
  
  Amount Inforce
  
  Stat Reserve
  
  Deficiency Reserve
  
  Stat + Deficiency Reserve
  
  Count
  
  Type012
  
  UL
  
  
  
  217,583
  
  144,791
  
  
  
  144,791
  
  3
  
  ISWL012
  
  UL
  
  
  
  129,748
  
  7,782
  
  1,336
  
  9,118
  
  4
  
  ISWL012
  
  UL
  
  
  
  1,804,280
  
  32,204
  
  1,677
  
  33,882
  
  47
  
  ISWLTotal
  
  
  
  
  
  2,151,611
  
  184,777
  
  3,013
  
  187,791
  
  54Adjustments
  
  
  
  
  
  
  
  
  
  
  
  
  
  Total
  
  
  
  
  
  2,151,611
  
  184,777
  
  3,013
  
  187,791
  
  54  Company
  
  Plan
  
  
  
  Stat Reserve
  
  
  
  
  
  
  
  Type
  
  TRADITIONAL: EXCLUDES DE
  
  205,249,534
  
  21,578,487
  
  
  
  
  
  
  
  BLNY TRAD
  
  TRADITIONAL: DENVER
  
  
  
  111,892
  
  
  
  
  
  
  
  BLNY TRAD
  
  UNIVERSAL
  
  
  
  18,823,366
  
  
  
  
  
  
  
  BLNY UL
  
  UL
  
  244,769
  
  16,388
  
  
  
  
  
  
  
  UAFC ULTotal
  
  
  
  205,494,303
  
  40,530,134Adjustments
  
  
  
  
  
  Total
  
  
  
  205,494,303
  
  40,530,134  5B  Company
  
  Plan
  Code
  
  
  
  Stat Reserve
  
  Cash
  Value
  
  
  
  Count
  
  Type012
  
  012FANA21
  
  XN
  
  
  
  487,779
  
  487,779
  
  
  
  19
  
  Deferred Annuities (UAFC)012
  
  012FANA2A
  
  XN
  
  
  
  55,996
  
  55,996
  
  
  
  1
  
  Deferred Annuities (UAFC)012
  
  012FANA2Q
  
  XN
  
  
  
  10,043
  
  10,043
  
  
  
  1
  
  Deferred Annuities (UAFC)012
  
  012FANF01
  
  XN
  
  
  
  123,462
  
  123,462
  
  
  
  5
  
  Deferred Annuities (UAFC)012
  
  012FANG11
  
  XN
  
  
  
  159,305
  
  159,305
  
  
  
  4
  
  Deferred Annuities (UAFC)012
  
  012FANH21
  
  XN
  
  
  
  25,162
  
  25,162
  
  
  
  1
  
  Deferred Annuities (UAFC)012
  
  012FANNAM
  
  XN
  
  
  
  28,054
  
  28,054
  
  
  
  1
  
  Deferred Annuities (UAFC)012
  
  012FANO01
  
  XN
  
  
  
  47,286
  
  47,286
  
  
  
  2
  
  Deferred Annuities (UAFC)012
  
  012FANQ21
  
  XN
  
  
  
  31,361
  
  31,361
  
  
  
  1
  
  Deferred Annuities (UAFC)012
  
  012FANU61
  
  XN
  
  
  
  20,782
  
  20,782
  
  
  
  1
  
  Deferred Annuities (UAFC)012
  
  012FAQB21
  
  XN
  
  
  
  354,605
  
  354,605
  
  
  
  27
  
  Deferred Annuities (UAFC)012
  
  012FAQE01
  
  XN
  
  
  
  6,456
  
  6,456
  
  
  
  3
  
  Deferred Annuities (UAFC)012
  
  012FAQH31
  
  XN
  
  
  
  11,351
  
  11,351
  
  
  
  1
  
  Deferred Annuities (UAFC)012
  
  012FAQI41
  
  XN
  
  
  
  8,299
  
  8,299
  
  
  
  1
  
  Deferred Annuities (UAFC)012
  
  012FAQJ51
  
  XN
  
  
  
  16,544
  
  16,544
  
  
  
  1
  
  Deferred Annuities (UAFC)012
  
  012FAQK71
  
  XN
  
  
  
  13,458
  
  13,458
  
  
  
  1
  
  Deferred Annuities (UAFC)012
  
  012FAQO01
  
  XN
  
  
  
  7,945
  
  7,945
  
  
  
  1
  
  Deferred Annuities (UAFC)012
  
  012FI10N1
  
  XN
  
  
  
  943,119
  
  917,779
  
  
  
  32
  
  Deferred Annuities (UAFC)012
  
  012FI10NM
  
  XN
  
  
  
  34,367
  
  33,411
  
  
  
  1
  
  Deferred Annuities (UAFC)012
  
  012FI10NQ
  
  XN
  
  
  
  48,203
  
  46,953
  
  
  
  3
  
  Deferred Annuities (UAFC)012
  
  012FI10Q1
  
  XN
  
  
  
  52,623
  
  51,208
  
  
  
  12
  
  Deferred Annuities (UAFC)012
  
  012RFSUP1
  
  XN
  
  
  
  9,889
  
  9,889
  
  
  
  9
  
  Deferred Annuities (UAFC)012
  
  012SA03N1
  
  XN
  
  
  
  18,674
  
  18,674
  
  
  
  1
  
  Deferred Annuities (UAFC)012
  
  012SI10N1
  
  XN
  
  
  
  890,337
  
  864,374
  
  
  
  21
  
  Deferred Annuities (UAFC)012
  
  012SI10NQ
  
  XN
  
  
  
  62,794
  
  61,018
  
  
  
  2
  
  Deferred Annuities (UAFC)012
  
  012SI10Q1
  
  XN
  
  
  
  162,940
  
  158,206
  
  
  
  8
  
  Deferred Annuities (UAFC)012
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Deferred Annuities (UAFC)012
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Deferred Annuities (UAFC)012
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Deferred Annuities (UAFC)012
  
  PLAN O2A
  
  
  
  
  
  171,777
  
  
  
  
  
  
  
  BLNY  -  Flexible012
  
  PLAN O2C
  
  
  
  
  
  129,304
  
  
  
  
  
  
  
  BLNY  -  Flexible012
  
  PLAN O2D
  
  
  
  
  
  317,214
  
  
  
  
  
  
  
  BLNY  -  Flexible012
  
  PLAN O4C
  
  
  
  
  
  8,455
  
  
  
  
  
  
  
  BLNY  -  Flexible012
  
  PENSION
  
  
  
  
  
  32,144
  
  
  
  
  
  
  
  BLNY  -  Flexible012
  
  U01R0
  
  
  
  
  
  59,470
  
  
  
  
  
  
  
  BLNY  -  Fixed012
  
  UAP2N
  
  
  
  
  
  13,709
  
  
  
  
  
  
  
  BLNY  -  Fixed012
  
  UAPPN
  
  
  
  
  
  142
  
  
  
  
  
  
  
  BLNY  -  Fixed012
  
  SC PROG
  
  
  
  
  
  869
  
  
  
  
  
  
  
  BLNY  -  Fixed012
  
  SC PROG
  
  
  
  
  
  
  
  
  
  
  
  
  
  BLNY  -  Fixed012
  
  SC PROG
  
  
  
  
  
  3,106
  
  
  
  
  
  
  
  BLNY  -  Fixed012
  
  SC PROG
  
  
  
  
  
  22,278
  
  
  
  
  
  
  
  BLNY  -  Fixed012
  
  SC PROG
  
  
  
  
  
  68,543
  
  
  
  
  
  
  
  BLNY  -  FixedTotal
  
  
  
  
  
  
  
  4,457,846
  
  3,569,401
  
  
  
  160Adjustments
  
  
  
  
  
  
  
  
  
  
  
  
  
  Total
  
  
  
  
  
  
  
  4,457,846
  
  3,569,401
  
  
  
  160  5CCompany
  
  Plan
  
  
  
  Reserve
  
  
  
  
  
  
  
  Type012
  
  Supplemental
  
  
  
  41,636
  
  
  
  
  
  
  
  BLNY012
  
  Supplemental
  
  
  
  112,524
  
  
  
  
  
  
  
  UAFCTotal
  
  
  
  
  
  154,160Adjustments
  
  
  
  
  
  Total
  
  
  
  
  
  154,1605DCompany
  
  Plan
  
  
  
  Reserve
  
  
  
  
  
  
  
  Type012
  
  ADB
  
  
  
  2,144
  
  
  
  
  
  
  
  BLNY012
  
  ADB
  
  
  
  
  
  
  
  
  
  
  
  UAFCTotal
  
  
  
  
  
  2,144Adjustments
  
  
  
  
  
  Total
  
  
  
  
  
  2,144


5ECompany
  
  Plan
  
  
  
  Reserve
  
  
  
  
  
  
  
  Type012
  
  Dis-Active Lives
  
  
  
  5,821
  
  
  
  
  
  
  
  BLNY012
  
  Dis-Active Lives
  
  
  
  
  
  
  
  
  
  
  
  UAFCTotal
  
  
  
  
  
  5,821Adjustments
  
  
  
  
  
  Total
  
  
  
  
  
  5,8215FCompany
  
  Plan
  
  
  
  Reserve
  
  
  
  
  
  
  
  Type012
  
  Dis-Disabled
  
  
  
  231,087
  
  
  
  
  
  
  
  BLNY012
  
  Dis-Disabled
  
  
  
  
  
  
  
  
  
  
  
  UAFCTotal
  
  
  
  
  
  231,087Adjustments
  
  
  
  
  
  Total
  
  
  
  
  
  231,0875GCompany
  
  Plan
  
  
  
  Reserve
  
  
  
  
  
  
  
  Type012
  
  Deficiency reserves
  
  
  
  92,923
  
  
  
  
  
  
  
  BLNY012
  
  Deficiency reserves
  
  
  
  
  
  
  
  
  
  
  
  UAFCTotal
  
  
  
  
  
  92,923Adjustments
  
  
  
  
  
  Total
  
  
  
  
  
  92,923  Reinsurance  Company
  
  Name
  
  Amount
  Inforce
  
  Reserve Credit012
  
  American General Life Ins.uranc
  
  11,425
  
  10,058012
  
  Bankers Life & Casualty Co.
  
  5,335,265
  
  278,705012
  
  Bankers Life & Casualty Co.
  
  306,160
  
  1,722012
  
  Optimum Re Insurance Co.
  
  357,779
  
  249012
  
  Optimum Re Insurance Co.
  
  1,500
  
  49012
  
  Canada Life Insurance Co. of A
  
  7,543,081
  
  4,391012
  
  General Re Life Corp.
  
  
  
  82012
  
  National Security Life & Annuity
  
  
  
  012
  
  National Security Life & Annuity
  
  3,022,327
  
  3,042012
  
  Scottish Re Life Corp.
  
  
  
  012
  
  Swiss Re Life & Health America
  
  5,217,346
  
  2,344012
  
  Swiss Re Life & Health America
  
  452
  
  90012
  
  Swiss Re Life & Health America
  
  16,743
  
  669012
  
  Swiss Re Life & Health America
  
  563,593
  
  1,474012
  
  Munich American Reassurance
  
  155,929
  
  302012
  
  Munich American Reassurance
  
  
  
  012
  
  Munich American Reassurance
  
  15,520,200
  
  151,372012
  
  Optimum Re Insurance Co.
  
  
  
  012
  
  Optimum Re Insurance Co.
  
  
  
  012
  
  Optimum Re Insurance Co.
  
  3,440,886
  
  5,742012
  
  Swiss Re Life & Health America
  
  
  
  012
  
  Swiss Re Life & Health America
  
  358,818
  
  369012
  
  Transamerica Occidental Life In
  
  2,835,403
  
  67,187012
  
  Wilton Reassurance Co.
  
  10,696,929
  
  386,550012
  
  Hannover Life Reassurance Co.
  
  21,180,714
  
  2,806,775Total
  
  
  
  76,564,549
  
  3,721,171  CONSTITUTION
LIFE  Exhibit
  
  
  
  Amount Inforce
  
  Statutory Reserve5A
  
  
  
  256,829,143
  
  46,836,6815B
  
  
  
  
  
  4,457,8465C
  
  
  
  
  
  154,1605D
  
  
  
  
  
  2,1445E
  
  
  
  
  
  5,8215F
  
  
  
  
  
  231,0875G
  
  
  
  
  
  92,923Adjustments
  
  
  
  Total
  
  256,829,143
  
  51,780,662Actual
  
  256,829,000
  
  51,780,662Total
  CEDED
  
  76,564,549
  
  3,721,171Adjustments
  
  
  
  Total
  
  76,564,549
  
  3,721,171Actual
  
  76,565,000
  
  3,721,171Total
  NET
  
  180,264,594
  
  48,059,491Actual
  
  180,264,000
  
  48,059,491Wilton Coverage
  
  
  
  3,565,643
  
  128,850Total After
  Wilton removed
  
  
  
  176,698,357
  
  47,930,641


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