Exhibit
10.7  EXECUTION COPY  INDEMNITY REINSURANCE AGREEMENT   between   THE PYRAMID 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 FOLLOWING THE 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 DATE
  15Section 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 THE PYRAMID LIFE INSURANCE COMPANY, a
Kansas 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 of Capital 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)Insurance Liabilities means all claims,
obligations, indemnities, losses or liabilities (and no others) arising under,
in connection with, or with respect to, the Policies (other than, in all cases,
Excluded Liabilities):  (i) prior
to or after the Coinsurance Effective Date under the 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 Battached 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 1 st 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.   THE PYRAMID 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)
  
  $
  55,477,418-
  Due and deferred premiums(2)
  
  $
  2,504,227-
  Policy loans outstanding(2) (net of accrued and unearned interest)
  
  $
  1,695,919-
  Closing Date Ceding Commission(3)
  
  $
  15,944,601+
  Portion of Closing Fee(4)
  
  $
  461,706=
  Settlement Amount(5)
  
  $
  35,794,377+
  Accrued Interest(6)
  
  $
  115,017=
  Total Payment
  
  $
  35,909,395  
 (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


PYRAMID
LIFE COMMISSIONS  Expressed
as percentage of premium.  Policy
  YearLOB
  
  Plan
  
  IA
  
  1
  
  2
  
  3
  
  4
  
  5
  
  6
  
  7
  
  8
  
  9
  
  10
  
  11
  
  12+Annuity
  
  CA3
  
  0-75
  
  2.2
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %76+
  
  2.15
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %CA5
  
  0-75
  
  3.95
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %76-80
  
  3.45
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %81+
  
  2.95
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %CA7
  
  0-75
  
  5.45
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %76-80
  
  4.65
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %81+
  
  3.95
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %FPDA5
  
  60+
  
  6.0
  %
  4.0
  %
  4.0
  %
  4.0
  %
  4.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %Senior Life
  
  PSR
  
  All
  
  93.3
  %
  15.5
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  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
  
  ETI
  
  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
  %L31
  
  All
  
  93.3
  %
  15.5
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  3.0
  %
  3.0
  %L54B1
  
  All
  
  93.3
  %
  15.5
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  3.0
  %
  3.0
  %L54B2
  
  All
  
  93.3
  %
  15.5
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  3.0
  %
  3.0
  %L54B3
  
  All
  
  93.3
  %
  15.5
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  3.0
  %
  3.0
  %L54B4
  
  All
  
  93.3
  %
  15.5
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  3.0
  %
  3.0
  %L70
  
  All
  
  93.3
  %
  15.5
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  3.0
  %
  3.0
  %L78
  
  All
  
  100
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %RPU41
  
  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
  %RPU58
  
  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
  %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
  %RPUAE
  
  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
  %SIWL
  
  All
  
  93.3
  %
  15.5
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  7.0
  %
  3.0
  %
  3.0
  %T4039
  
  0-44
  
  82.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %45-54
  
  84.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %55-64
  
  86.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %65+
  
  88.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %T4061
  
  0-44
  
  82.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %45-54
  
  84.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %55-64
  
  86.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %65+
  
  88.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  10.0
  %
  3.0
  %
  3.0
  %T50
  
  All
  
  68.3
  %
  10.5
  %
  10.5
  %
  10.5
  %
  10.5
  %
  10.5
  %
  10.5
  %
  10.5
  %
  10.5
  %
  10.5
  %
  5.0
  %
  3.0
  %Universal Life
  
  AE05*
  
  0-79
  
  35.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %80-84
  
  30.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %85+
  
  25.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %AE10*
  
  0-79
  
  35.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %80-84
  
  30.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %85+
  
  25.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %AESP*
  
  0-79
  
  35.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %80-84
  
  30.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %


85+
  
  25.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %AEWL*
  
  0-79
  
  35.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %80-84
  
  30.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %85+
  
  25.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  5.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %L60A
  
  All
  
  99.5
  %
  9.5
  %
  9.5
  %
  9.5
  %
  9.5
  %
  9.5
  %
  9.5
  %
  9.5
  %
  9.5
  %
  9.5
  %
  6.0
  %
  6.0
  %Excess
  
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %L60B
  
  All
  
  99.5
  %
  9.5
  %
  9.5
  %
  9.5
  %
  9.5
  %
  9.5
  %
  9.5
  %
  9.5
  %
  9.5
  %
  9.5
  %
  6.0
  %
  6.0
  %Excess
  
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %
  3.0
  %  
 *Apply
to both target and excess premium.


Schedule 4.9  MONTHLY SETTLEMENT REPORTS  4.9-1


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


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


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


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


Pyramid Life (as of 12/31/2008)  5A  Company
  
  Plan Code
  
  Amount Inforce
  
  Stat Reserve
  
  Deficiency Reserve
  
  Deficiency + Stat Reserve
  
  Count
  
  Type
  
  Wilton
  Coverage024
  
  024AA0221
  XN
  
  3,550,563
  
  43,522
  
  
  
  43,522
  
  47
  
  Traditional024
  
  024AA0222
  XN
  
  3,925,517
  
  50,482
  
  
  
  50,482
  
  63
  
  Traditional024
  
  024AA0231
  XN
  
  4,965,332
  
  30,144
  
  
  
  30,144
  
  90
  
  Traditional024
  
  024AA0232
  XN
  
  22,227,818
  
  139,110
  
  
  
  139,110
  
  648
  
  Traditional024
  
  024AA0711
  XN
  
  40,000
  
  343
  
  
  
  343
  
  1
  
  Traditional024
  
  024AA0811
  XN
  
  200,000
  
  1,760
  
  
  
  1,760
  
  4
  
  Traditional024
  
  024AA0911
  XN
  
  712,500
  
  8,020
  
  
  
  8,020
  
  7
  
  Traditional024
  
  024BA0511
  XN
  
  55,000
  
  534
  
  
  
  534
  
  3
  
  Traditional024
  
  024BA0521
  XN
  
  10,000
  
  227
  
  
  
  227
  
  2
  
  Traditional024
  
  024BB1111
  XN
  
  80,000
  
  2,074
  
  
  
  2,074
  
  4
  
  Traditional024
  
  024BD1111
  XN
  
  17,648,447
  
  86,417
  
  
  
  86,417
  
  283
  
  Traditional024
  
  024BD1112
  XN
  
  26,531,999
  
  149,109
  
  
  
  149,109
  
  212
  
  Traditional024
  
  024BD1113
  XN
  
  30,640,000
  
  110,591
  
  
  
  110,591
  
  86
  
  Traditional024
  
  024BD1121
  XN
  
  9,437,911
  
  114,135
  
  
  
  114,135
  
  90
  
  Traditional024
  
  024BD1131
  XN
  
  14,493,120
  
  183,560
  
  
  
  183,560
  
  129
  
  Traditional024
  
  024DE5311
  XN
  
  112,000
  
  661
  
  
  
  661
  
  3
  
  Traditional024
  
  024DE5411
  XN
  
  210,000
  
  857
  
  
  
  857
  
  4
  
  Traditional024
  
  024DE5511
  XN
  
  50,000
  
  218
  
  
  
  218
  
  1
  
  Traditional024
  
  024DJ6411
  XN
  
  85,000
  
  1,469
  
  
  
  1,469
  
  4
  
  Traditional024
  
  024EA6211
  XN
  
  1,000
  
  1,367
  
  
  
  1,367
  
  1
  
  Traditional024
  
  024EA6311
  XN
  
  37,338
  
  51,589
  
  
  
  51,589
  
  6
  
  Traditional024
  
  024EA6411
  XN
  
  22,157
  
  23,263
  
  
  
  23,263
  
  2
  
  Traditional024
  
  024EA6911
  XN
  
  25,000
  
  32,761
  
  
  
  32,761
  
  3
  
  Traditional024
  
  024EB9811
  XN
  
  1,504
  
  97
  
  
  
  97
  
  4
  
  Traditional024
  
  024EB9821
  XN
  
  6,808
  
  4,651
  
  
  
  4,651
  
  4
  
  Traditional024
  
  024EC6011
  XN
  
  7,000
  
  5,944
  
  
  
  5,944
  
  7
  
  Traditional024
  
  024EC6012
  XN
  
  3,000
  
  2,645
  
  
  
  2,645
  
  2
  
  Traditional024
  
  024EC6021
  XN
  
  5,000
  
  2,405
  
  
  
  2,405
  
  1
  
  Traditional024
  
  024EC6521
  XN
  
  1,000
  
  901
  
  
  
  901
  
  1
  
  Traditional024
  
  024EC6531
  XN
  
  4,000
  
  3,360
  
  
  
  3,360
  
  5
  
  Traditional024
  
  024EC6551
  XN
  
  59,000
  
  40,741
  
  
  
  40,741
  
  7
  
  Traditional024
  
  024EC8011
  XN
  
  78,000
  
  36,976
  
  
  
  36,976
  
  4
  
  Traditional024
  
  024EC8511
  XN
  
  13,500
  
  11,273
  
  
  
  11,273
  
  17
  
  Traditional024
  
  024EC8521
  XN
  
  3,000
  
  2,834
  
  
  
  2,834
  
  3
  
  Traditional024
  
  024EC8531
  XN
  
  69,087
  
  55,229
  
  
  
  55,229
  
  33
  
  Traditional024
  
  024EC8541
  XN
  
  1,000
  
  731
  
  
  
  731
  
  1
  
  Traditional024
  
  024EC9611
  XN
  
  597
  
  465
  
  
  
  465
  
  1
  
  Traditional024
  
  024EC9821
  XN
  
  1,727
  
  247
  
  
  
  247
  
  3
  
  Traditional024
  
  024EC9831
  XN
  
  97
  
  63
  
  
  
  63
  
  1
  
  Traditional024
  
  024EK6811
  XN
  
  6,000
  
  4,379
  
  
  
  4,379
  
  8
  
  Traditional024
  
  024EL8311
  XN
  
  427,500
  
  351,294
  
  
  
  351,294
  
  42
  
  Traditional024
  
  024EL8411
  XN
  
  405,000
  
  263,069
  
  
  
  263,069
  
  41
  
  Traditional024
  
  024EM9011
  XN
  
  4,861
  
  2,413
  
  
  
  2,413
  
  4
  
  Traditional024
  
  024EN9821
  XN
  
  266,128
  
  213,249
  
  
  
  213,249
  
  230
  
  Traditional024
  
  024EN9841
  XN
  
  11,560
  
  9,959
  
  
  
  9,959
  
  5
  
  Traditional024
  
  024EO9911
  XN
  
  19
  
  17
  
  
  
  17
  
  1
  
  Traditional024
  
  024EO9921
  XN
  
  7,050
  
  5,166
  
  
  
  5,166
  
  8
  
  Traditional024
  
  024EO9931
  XN
  
  83,896
  
  60,448
  
  
  
  60,448
  
  75
  
  Traditional024
  
  024EO9941
  XN
  
  295,263
  
  218,234
  
  
  
  218,234
  
  67
  
  Traditional024
  
  024EO9951
  XN
  
  27,660
  
  25,035
  
  
  
  25,035
  
  6
  
  Traditional024
  
  024HA9711
  XN
  
  4,304
  
  2,582
  
  
  
  2,582
  
  6
  
  Traditional024
  
  024HA9721
  XN
  
  34,941
  
  11,026
  
  
  
  11,026
  
  30
  
  Traditional024
  
  024HA9731
  XN
  
  2,743
  
  228
  
  
  
  228
  
  3
  
  Traditional024
  
  024HA9741
  XN
  
  27,660
  
  703
  
  
  
  703
  
  2
  
  Traditional024
  
  024HA9751
  XN
  
  859,440
  
  93,955
  
  
  
  93,955
  
  199
  
  Traditional024
  
  024HA9761
  XN
  
  134,250
  
  32,887
  
  
  
  32,887
  
  17
  
  Traditional024
  
  024HA9771
  XN
  
  40,000
  
  1,662
  
  
  
  1,662
  
  8
  
  Traditional024
  
  024HB9711
  XN
  
  136,702
  
  15,552
  
  
  
  15,552
  
  11
  
  Traditional024
  
  024HC9731
  XN
  
  5,000
  
  
  
  
  
  
  
  1
  
  Traditional024
  
  024HEC601
  XN
  
  7,352
  
  864
  
  
  
  864
  
  8
  
  Traditional024
  
  024HEC651
  XN
  
  18,357
  
  3,066
  
  
  
  3,066
  
  2
  
  Traditional024
  
  024HEC851
  XN
  
  9,943
  
  4,597
  
  
  
  4,597
  
  10
  
  Traditional024
  
  024HEK681
  XN
  
  1,200
  
  780
  
  
  
  780
  
  1
  
  Traditional024
  
  024HEL831
  XN
  
  84,277
  
  12,017
  
  
  
  12,017
  
  9
  
  Traditional024
  
  024HEL841
  XN
  
  35,130
  
  6,216
  
  
  
  6,216
  
  5
  
  Traditional024
  
  024HJ9781
  XN
  
  22,950
  
  7,734
  
  
  
  7,734
  
  4
  
  Traditional024
  
  024HJB441
  XN
  
  6,000
  
  1,967
  
  
  
  1,967
  
  1
  
  Traditional024
  
  024HMA441
  XN
  
  22,000
  
  1,118
  
  
  
  1,118
  
  3
  
  Traditional024
  
  024HMB441
  XN
  
  1,500
  
  2,860
  
  
  
  2,860
  
  1
  
  Traditional024
  
  024HWB011
  XN
  
  183,771
  
  53,789
  
  
  
  53,789
  
  24
  
  Traditional024
  
  024HWB111
  XN
  
  155,420
  
  37,387
  
  
  
  37,387
  
  17
  
  Traditional024
  
  024HWB161
  XN
  
  35,000
  
  9,751
  
  
  
  9,751
  
  1
  
  Traditional024
  
  024HWC021
  XN
  
  7,888
  
  4,984
  
  
  
  4,984
  
  2
  
  Traditional024
  
  024HWD011
  XN
  
  2,500
  
  1,544
  
  
  
  1,544
  
  1
  
  Traditional024
  
  024HWD021
  XN
  
  7,064
  
  3,394
  
  
  
  3,394
  
  2
  
  Traditional024
  
  024HWD031
  XN
  
  54,475
  
  2,098
  
  
  
  2,098
  
  7
  
  Traditional024
  
  024HWD051
  XN
  
  30,566
  
  763
  
  
  
  763
  
  2
  
  Traditional024
  
  024HWJ361
  XN
  
  28,463
  
  11,444
  
  
  
  11,444
  
  5
  
  Traditional024
  
  024HWJ371
  XN
  
  19,776
  
  7,800
  
  
  
  7,800
  
  4
  
  Traditional024
  
  024HWQ651
  XN
  
  624
  
  292
  
  
  
  292
  
  1
  
  Traditional024
  
  024HWQ671
  XN
  
  13,857
  
  834
  
  
  
  834
  
  3
  
  Traditional024
  
  024HWQ801
  XN
  
  293,636
  
  83,885
  
  
  
  83,885
  
  66
  
  Traditional024
  
  024JB4411
  XN
  
  644,300
  
  390,076
  
  
  
  390,076
  
  43
  
  Traditional024
  
  024JC4511
  XN
  
  111,000
  
  97,617
  
  
  
  97,617
  
  6
  
  Traditional024
  
  024JD4611
  XN
  
  90,400
  
  73,361
  
  
  
  73,361
  
  5
  
  Traditional024
  
  024LD9711
  XN
  
  5,000
  
  14
  
  
  
  14
  
  1
  
  Traditional024
  
  024LD9721
  XN
  
  20,000
  
  77
  
  
  
  77
  
  3
  
  Traditional024
  
  024MA0111
  XN
  
  360,000
  
  46,396
  
  
  
  46,396
  
  36
  
  Traditional024
  
  024MA4411
  XN
  
  1,285,667
  
  212,832
  
  
  
  212,832
  
  167
  
  Traditional024
  
  024MA4611
  XN
  
  13,400
  
  2,863
  
  
  
  2,863
  
  1
  
  Traditional024
  
  024MB0611
  XN
  
  320,500
  
  181,488
  
  
  
  181,488
  
  37
  
  Traditional024
  
  024MB4411
  XN
  
  318,800
  
  208,963
  
  
  
  208,963
  
  29
  
  Traditional024
  
  024MC0611
  XN
  
  428,000
  
  196,860
  
  
  
  196,860
  
  64
  
  Traditional024
  
  024MC0721
  XN
  
  43,000
  
  23,769
  
  
  
  23,769
  
  11
  
  Traditional024
  
  024MC0811
  XN
  
  1,180,000
  
  183,002
  
  
  
  183,002
  
  236
  
  Traditional024
  
  024ME0611
  XN
  
  571,500
  
  194,933
  
  
  
  194,933
  
  156
  
  Traditional024
  
  024ME0621
  XN
  
  147,500
  
  70,778
  
  
  
  70,778
  
  30
  
  Traditional024
  
  024ME0631
  XN
  
  248,500
  
  112,772
  
  
  
  112,772
  
  65
  
  Traditional024
  
  024MF0711
  XN
  
  8,000
  
  2,276
  
  
  
  2,276
  
  1
  
  Traditional024
  
  024ML4911
  XN
  
  7,743,834
  
  131,855
  
  50,300
  
  182,155
  
  857
  
  Traditional
  
  Wilton024
  
  024MN4311
  XN
  
  30,000
  
  31,041
  
  
  
  31,041
  
  2
  
  Traditional024
  
  024MN4511
  XN
  
  15,500
  
  15,828
  
  
  
  15,828
  
  2
  
  Traditional024
  
  024MN4611
  XN
  
  35,000
  
  23,557
  
  
  
  23,557
  
  1
  
  Traditional024
  
  024MP6111
  XN
  
  1,000
  
  424
  
  
  
  424
  
  1
  
  Traditional024
  
  024MP6121
  XN
  
  1,000
  
  424
  
  
  
  424
  
  1
  
  Traditional024
  
  024MP6611
  XN
  
  5,000
  
  1,969
  
  
  
  1,969
  
  1
  
  Traditional024
  
  024PA0151
  XN
  
  385,130
  
  58,393
  
  
  
  58,393
  
  58
  
  Traditional024
  
  024PB9631
  XN
  
  6,440
  
  5,038
  
  
  
  5,038
  
  11
  
  Traditional024
  
  024PB9641
  XN
  
  134,239
  
  82,527
  
  
  
  82,527
  
  24
  
  Traditional024
  
  024PB9911
  XN
  
  112,360
  
  70,965
  
  
  
  70,965
  
  117
  
  Traditional024
  
  024PB9921
  XN
  
  35,022
  
  27,113
  
  
  
  27,113
  
  34
  
  Traditional024
  
  024PB9931
  XN
  
  79,103
  
  46,852
  
  
  
  46,852
  
  65
  
  Traditional024
  
  024PB9941
  XN
  
  9,000
  
  3,543
  
  
  
  3,543
  
  1
  
  Traditional024
  
  024PC9911
  XN
  
  370
  
  282
  
  
  
  282
  
  2
  
  Traditional024
  
  024PCT1L1
  XN
  
  112,006
  
  51,997
  
  
  
  51,997
  
  6
  
  Traditional


024
  
  024PEC601
  XN
  
  3,341
  
  2,762
  
  
  
  2,762
  
  4
  
  Traditional024
  
  024PJ9911
  XN
  
  1,000
  
  1,000
  
  
  
  1,000
  
  1
  
  Traditional024
  
  024PJ9921
  XN
  
  29,201
  
  22,698
  
  
  
  22,698
  
  14
  
  Traditional024
  
  024PMA011
  XN
  
  6,630
  
  2,500
  
  
  
  2,500
  
  5
  
  Traditional024
  
  024PMA441
  XN
  
  1,839
  
  323
  
  
  
  323
  
  1
  
  Traditional024
  
  024PMB061
  XN
  
  13,800
  
  8,725
  
  
  
  8,725
  
  2
  
  Traditional024
  
  024PMC061
  XN
  
  40,501
  
  27,783
  
  
  
  27,783
  
  11
  
  Traditional024
  
  024PMC071
  XN
  
  1,452
  
  990
  
  
  
  990
  
  1
  
  Traditional024
  
  024PMC081
  XN
  
  73,711
  
  5,791
  
  
  
  5,791
  
  57
  
  Traditional024
  
  024PME061
  XN
  
  56,064
  
  41,822
  
  
  
  41,822
  
  29
  
  Traditional024
  
  024PML491
  XN
  
  1,433
  
  1,007
  
  
  
  1,007
  
  11
  
  Traditional
  
  Wilton024
  
  024PQ9911
  XN
  
  94,639
  
  78,683
  
  
  
  78,683
  
  87
  
  Traditional024
  
  024PQ9921
  XN
  
  874,354
  
  617,768
  
  
  
  617,768
  
  684
  
  Traditional024
  
  024PQ9931
  XN
  
  230,708
  
  165,261
  
  
  
  165,261
  
  185
  
  Traditional024
  
  024PQ9941
  XN
  
  48,159
  
  34,965
  
  
  
  34,965
  
  57
  
  Traditional024
  
  024PQ9951
  XN
  
  25,502
  
  20,434
  
  
  
  20,434
  
  12
  
  Traditional024
  
  024PR9911
  XN
  
  113,953
  
  70,926
  
  
  
  70,926
  
  28
  
  Traditional024
  
  024PR9921
  XN
  
  186,407
  
  133,261
  
  
  
  133,261
  
  28
  
  Traditional024
  
  024PWB011
  XN
  
  7,820
  
  5,063
  
  
  
  5,063
  
  1
  
  Traditional024
  
  024PWB081
  XN
  
  34,575
  
  9,713
  
  
  
  9,713
  
  23
  
  Traditional024
  
  024PWB121
  XN
  
  64,350
  
  28,082
  
  
  
  28,082
  
  2
  
  Traditional024
  
  024PWB311
  XN
  
  23,905
  
  6,199
  
  
  
  6,199
  
  4
  
  Traditional024
  
  024PWC021
  XN
  
  1,662
  
  272
  
  
  
  272
  
  1
  
  Traditional024
  
  024PWG081
  XN
  
  282,096
  
  136,074
  
  
  
  136,074
  
  142
  
  Traditional024
  
  024PWI021
  XN
  
  22,750
  
  19,626
  
  
  
  19,626
  
  2
  
  Traditional024
  
  024PWJ371
  XN
  
  4,150
  
  3,315
  
  
  
  3,315
  
  1
  
  Traditional024
  
  024PWL491
  XN
  
  69,721
  
  44,102
  
  
  
  44,102
  
  70
  
  Traditional024
  
  024PWO481
  XN
  
  165,109
  
  106,390
  
  
  
  106,390
  
  165
  
  Traditional024
  
  024PWO482
  XN
  
  51,113
  
  32,664
  
  
  
  32,664
  
  51
  
  Traditional024
  
  024PWO483
  XN
  
  32,374
  
  20,899
  
  
  
  20,899
  
  35
  
  Traditional024
  
  024PWO484
  XN
  
  120
  
  65
  
  
  
  65
  
  1
  
  Traditional024
  
  024PWO491
  XN
  
  687
  
  485
  
  
  
  485
  
  6
  
  Traditional
  
  Wilton024
  
  024PWO492
  XN
  
  109
  
  84
  
  
  
  84
  
  2
  
  Traditional
  
  Wilton024
  
  024PWQ651
  XN
  
  28,360
  
  16,280
  
  
  
  16,280
  
  12
  
  Traditional024
  
  024PWQ801
  XN
  
  34,383
  
  25,133
  
  
  
  25,133
  
  6
  
  Traditional024
  
  024R5C011
  XN
  
  63,499
  
  122
  
  
  
  122
  
  2
  
  Traditional024
  
  024R5C021
  XN
  
  175,000
  
  466
  
  
  
  466
  
  3
  
  Traditional024
  
  024R5C541
  XN
  
  51,956
  
  51
  
  
  
  51
  
  1
  
  Traditional024
  
  024R5CL11
  XN
  
  55,922
  
  743
  
  
  
  743
  
  2
  
  Traditional024
  
  024R5CL20
  XN
  
  50,000
  
  485
  
  
  
  485
  
  1
  
  Traditional024
  
  024R5CL21
  XN
  
  100,000
  
  229
  
  
  
  229
  
  1
  
  Traditional024
  
  024R5T111
  XN
  
  174,221
  
  
  
  
  
  
  
  3
  
  Traditional024
  
  024R5T121
  XN
  
  211,755
  
  25
  
  
  
  25
  
  4
  
  Traditional024
  
  024RC8810
  XN
  
  2,000
  
  1
  
  
  
  1
  
  2
  
  Traditional024
  
  024RC8811
  XN
  
  2,920,000
  
  862
  
  
  
  862
  
  345
  
  Traditional024
  
  024RC8821
  XN
  
  53,000
  
  17
  
  
  
  17
  
  11
  
  Traditional024
  
  024RC8831
  XN
  
  247,400
  
  
  
  
  
  
  
  28
  
  Traditional024
  
  024RC8841
  XN
  
  112,000
  
  336
  
  
  
  336
  
  7
  
  Traditional024
  
  024RCCL11
  XN
  
  10,000
  
  6
  
  
  
  6
  
  1
  
  Traditional024
  
  024RCU881
  XN
  
  2,221,000
  
  6,663
  
  
  
  6,663
  
  125
  
  Traditional024
  
  024RF8911
  XN
  
  60,000
  
  198
  
  
  
  198
  
  5
  
  Traditional024
  
  024RF8921
  XN
  
  26,000
  
  99
  
  
  
  99
  
  5
  
  Traditional024
  
  024RF8931
  XN
  
  303,204
  
  4,098
  
  
  
  4,098
  
  30
  
  Traditional024
  
  024RF8941
  XN
  
  52,400
  
  385
  
  
  
  385
  
  10
  
  Traditional024
  
  024RI7211
  XN
  
  706,000
  
  
  
  
  
  
  
  22
  
  Traditional024
  
  024RL1111
  XN
  
  3,758,000
  
  5,557
  
  
  
  5,557
  
  88
  
  Traditional024
  
  024RL6811
  XN
  
  56,000
  
  917
  
  
  
  917
  
  10
  
  Traditional024
  
  024RM8811
  XN
  
  709,002
  
  21,096
  
  
  
  21,096
  
  9
  
  Traditional024
  
  024RS8511
  XN
  
  6,207,197
  
  
  
  
  
  
  
  176
  
  Traditional024
  
  024RSU011
  XN
  
  445,000
  
  
  
  
  
  
  
  17
  
  Traditional024
  
  024WA0121
  XN
  
  500
  
  490
  
  
  
  490
  
  1
  
  Traditional024
  
  024WA0141
  XN
  
  508,000
  
  369,790
  
  
  
  369,790
  
  65
  
  Traditional024
  
  024WA0151
  XN
  
  5,000
  
  3,764
  
  
  
  3,764
  
  1
  
  Traditional024
  
  024WB0111
  XN
  
  721,447
  
  410,522
  
  
  
  410,522
  
  153
  
  Traditional024
  
  024WB0121
  XN
  
  1,033,211
  
  479,173
  
  
  
  479,173
  
  100
  
  Traditional024
  
  024WB0131
  XN
  
  310,000
  
  127,422
  
  
  
  127,422
  
  12
  
  Traditional024
  
  024WB0811
  XN
  
  53,008,000
  
  771,872
  
  
  
  771,872
  
  1,642
  
  Traditional024
  
  024WB1111
  XN
  
  1,708,812
  
  757,565
  
  10
  
  757,575
  
  160
  
  Traditional024
  
  024WB1121
  XN
  
  872,983
  
  381,524
  
  3,182
  
  384,706
  
  59
  
  Traditional024
  
  024WB1211
  XN
  
  227,514
  
  95,350
  
  
  
  95,350
  
  4
  
  Traditional024
  
  024WB1221
  XN
  
  500,000
  
  229,973
  
  
  
  229,973
  
  10
  
  Traditional024
  
  024WB1321
  XN
  
  750,000
  
  353,710
  
  
  
  353,710
  
  6
  
  Traditional024
  
  024WB1421
  XN
  
  250,000
  
  173,625
  
  
  
  173,625
  
  1
  
  Traditional024
  
  024WB1611
  XN
  
  10,000
  
  6,435
  
  
  
  6,435
  
  1
  
  Traditional024
  
  024WB1711
  XN
  
  100,000
  
  36,916
  
  
  
  36,916
  
  1
  
  Traditional024
  
  024WB3111
  XN
  
  106,000
  
  40,592
  
  
  
  40,592
  
  6
  
  Traditional024
  
  024WB3211
  XN
  
  50,000
  
  6,628
  
  
  
  6,628
  
  1
  
  Traditional024
  
  024WB3311
  XN
  
  100,000
  
  29,171
  
  
  
  29,171
  
  1
  
  Traditional024
  
  024WC0221
  XN
  
  332,500
  
  251,549
  
  
  
  251,549
  
  65
  
  Traditional024
  
  024WD0311
  XN
  
  52,500
  
  6,646
  
  
  
  6,646
  
  10
  
  Traditional024
  
  024WD0321
  XN
  
  30,000
  
  18,781
  
  
  
  18,781
  
  6
  
  Traditional024
  
  024WD0331
  XN
  
  13,000
  
  4,619
  
  
  
  4,619
  
  11
  
  Traditional024
  
  024WD0511
  XN
  
  6,000
  
  1,724
  
  
  
  1,724
  
  4
  
  Traditional024
  
  024WG0811
  XN
  
  8,944,878
  
  1,721,489
  
  
  
  1,721,489
  
  939
  
  Traditional024
  
  024WG0821
  XN
  
  800,000
  
  244,472
  
  
  
  244,472
  
  74
  
  Traditional024
  
  024WH2031
  XN
  
  5,000
  
  3,695
  
  
  
  3,695
  
  1
  
  Traditional024
  
  024WI0111
  XN
  
  125,000
  
  93,761
  
  
  
  93,761
  
  5
  
  Traditional024
  
  024WI0121
  XN
  
  582,200
  
  367,085
  
  
  
  367,085
  
  22
  
  Traditional024
  
  024WI2111
  XN
  
  25,000
  
  16,381
  
  
  
  16,381
  
  1
  
  Traditional024
  
  024WJ3611
  XN
  
  442,500
  
  279,597
  
  
  
  279,597
  
  71
  
  Traditional024
  
  024WJ3711
  XN
  
  390,000
  
  246,194
  
  
  
  246,194
  
  71
  
  Traditional024
  
  024WL4911
  XN
  
  5,182,578
  
  741,726
  
  10,126
  
  751,853
  
  672
  
  Traditional024
  
  024WM4111
  XN
  
  11,500
  
  6,024
  
  
  
  6,024
  
  3
  
  Traditional024
  
  024WO4811
  XN
  
  28,069,072
  
  4,252,130
  
  380,439
  
  4,632,569
  
  3,388
  
  Traditional024
  
  024WO4812
  XN
  
  8,216,765
  
  1,252,000
  
  29,260
  
  1,281,260
  
  1,095
  
  Traditional024
  
  024WO4813
  XN
  
  7,535,100
  
  1,050,625
  
  32,954
  
  1,083,578
  
  939
  
  Traditional024
  
  024WO4814
  XN
  
  79,500
  
  7,587
  
  314
  
  7,901
  
  13
  
  Traditional024
  
  024WO4815
  XN
  
  80,000
  
  6,091
  
  602
  
  6,693
  
  10
  
  Traditional024
  
  024WO4911
  XN
  
  28,529,529
  
  642,572
  
  602,027
  
  1,244,599
  
  2,489
  
  Traditional
  
  Wilton024
  
  024WO4912
  XN
  
  8,871,050
  
  221,820
  
  42,488
  
  264,308
  
  912
  
  Traditional
  
  Wilton024
  
  024WO4913
  XN
  
  9,323,934
  
  190,381
  
  32,098
  
  222,479
  
  895
  
  Traditional
  
  Wilton024
  
  024WQ6511
  XN
  
  7,000
  
  5,183
  
  
  
  5,183
  
  5
  
  Traditional024
  
  024WQ6521
  XN
  
  3,000
  
  2,285
  
  
  
  2,285
  
  2
  
  Traditional024
  
  024WQ6531
  XN
  
  396,925
  
  235,794
  
  
  
  235,794
  
  54
  
  Traditional024
  
  024WQ6711
  XN
  
  15,500
  
  8,221
  
  
  
  8,221
  
  16
  
  Traditional024
  
  024WQ7511
  XN
  
  3,000
  
  2,433
  
  
  
  2,433
  
  3
  
  Traditional024
  
  024WQ8021
  XN
  
  2,438,956
  
  1,461,617
  
  
  
  1,461,617
  
  501
  
  Traditional024
  
  024WQ9911
  XN
  
  656,459
  
  567,801
  
  
  
  567,801
  
  664
  
  Traditional024
  
  024WS9921
  XN
  
  1,843,774
  
  1,071,540
  
  
  
  1,071,540
  
  628
  
  TraditionalTotal
  
  
  
  
  348,307,540
  
  26,311,545
  
  1,183,799
  
  27,495,345
  
  23,246Adjustments
  
  
  
  
  (876
  )
  
  
  
  
  
  
  
  
  
  
  
  
  Total
  
  
  
  
  348,307,540
  
  26,310,669
  
  1,183,799
  
  27,495,345
  
  23,246Match to Exh. 5 --->
  
  26,310,669


Company
  
  Plan Code
  
  Amount
  Inforce
  
  Stat Reserve
  
  Deficiency
  Reserve
  
  Deficiency +Stat
  Reserve
  
  Count
  
  Type024
  
  024CT0111
  XN
  
  439,398
  
  44,232
  
  4,885
  
  49,116
  
  10
  
  UL024
  
  024CT01T1
  XN
  
  25,000
  
  3,385
  
  
  
  3,385
  
  1
  
  UL024
  
  024CT0J11
  XN
  
  50,000
  
  2,489
  
  
  
  2,489
  
  2
  
  UL024
  
  024CT5111
  XN
  
  81,956
  
  42,507
  
  1,061
  
  43,568
  
  2
  
  UL024
  
  024CT51T1
  XN
  
  63,551
  
  6,094
  
  1,313
  
  7,407
  
  1
  
  UL024
  
  024CT5J11
  XN
  
  25,000
  
  2,869
  
  
  
  2,869
  
  1
  
  UL024
  
  024CT5JT1
  XN
  
  25,000
  
  1,210
  
  34
  
  1,244
  
  1
  
  UL024
  
  024CTL110
  XN
  
  300,000
  
  10,408
  
  2,283
  
  12,691
  
  5
  
  UL024
  
  024CTL111
  XN
  
  526,822
  
  25,052
  
  967
  
  26,018
  
  10
  
  UL024
  
  024CTLJ11
  XN
  
  525,000
  
  4,646
  
  
  
  4,646
  
  17
  
  UL024
  
  024TT1111
  XN
  
  705,329
  
  408,641
  
  
  
  408,641
  
  13
  
  UL024
  
  024UA0111
  XN
  
  8,627,893
  
  1,373,278
  
  
  
  1,373,278
  
  153
  
  UL024
  
  024UA0121
  XN
  
  19,794,743
  
  1,388,984
  
  498
  
  1,389,481
  
  492024
  
  024UA0121
  XY
  
  88,926,626
  
  9,681,017
  
  41,926
  
  9,722,943
  
  2,635
  
  ULTotal
  
  
  
  
  120,116,319
  
  12,994,810
  
  52,967
  
  13,047,777
  
  3,343Adjustments
  
  
  
  
  51,991
  
  
  
  
  
  Total
  
  
  
  
  120,116,319
  
  13,046,801
  
  52,967
  
  13,047,777
  
  3,343Match to Exh.
  5 --->
  
  13,046,801  5B  Company
  
  Plan Code
  
  Stat Reserve
  
  Fund Value
  
  Cash Value
  
  
  
  Count
  
  Type024
  
  024FA0711
  XN
  
  227,427
  
  227,427
  
  227,427
  
  
  
  15
  
  DEF ANNUITY024
  
  024FA0712
  XN
  
  114,030
  
  114,030
  
  114,030
  
  
  
  10
  
  DEF ANNUITY024
  
  024FA08N1
  XN
  
  802,651
  
  835,980
  
  778,495
  
  
  
  26
  
  DEF ANNUITY024
  
  024FA09Q1
  XN
  
  36,777
  
  38,508
  
  35,515
  
  
  
  6
  
  DEF ANNUITY024
  
  024FA10NM
  XN
  
  4,905
  
  5,116
  
  4,656
  
  
  
  1
  
  DEF ANNUITY024
  
  024FA12QM
  XN
  
  15,734
  
  16,532
  
  15,342
  
  
  
  1
  
  DEF ANNUITY024
  
  024FA14NM
  XN
  
  42,728
  
  44,832
  
  41,450
  
  
  
  4
  
  DEF ANNUITY024
  
  024FA15NQ
  XN
  
  49,422
  
  51,813
  
  48,082
  
  
  
  2
  
  DEF ANNUITY024
  
  024FA16N1
  XN
  
  2,374,015
  
  2,513,029
  
  2,299,856
  
  
  
  67
  
  DEF ANNUITY024
  
  024FA17QM
  XN
  
  25,405
  
  26,668
  
  24,748
  
  
  
  2
  
  DEF ANNUITY024
  
  024FA19Q1
  XN
  
  413,583
  
  437,125
  
  402,946
  
  
  
  30
  
  DEF ANNUITY024
  
  024FA22N1
  XN
  
  217,104
  
  229,867
  
  210,497
  
  
  
  11
  
  DEF ANNUITY024
  
  024FA25Q1
  XN
  
  333,528
  
  356,231
  
  326,789
  
  
  
  11
  
  DEF ANNUITY024
  
  024FAINN1
  XN
  
  14,832
  
  15,358
  
  13,976
  
  
  
  2
  
  DEF ANNUITY024
  
  024FAINQM
  XN
  
  250,047
  
  260,593
  
  237,140
  
  
  
  2
  
  DEF ANNUITY024
  
  024FB0411
  XN
  
  43,667
  
  43,667
  
  43,667
  
  
  
  10
  
  DEF ANNUITY024
  
  024FB0511
  XN
  
  2,002
  
  2,002
  
  2,002
  
  
  
  2
  
  DEF ANNUITY024
  
  024FB0512
  XN
  
  43,280
  
  43,280
  
  43,280
  
  
  
  8
  
  DEF ANNUITY024
  
  024FD9811
  XN
  
  93
  
  93
  
  93
  
  
  
  1
  
  DEF ANNUITY024
  
  024SG9811
  XN
  
  378,747
  
  378,747
  
  378,747
  
  
  
  11
  
  DEF ANNUITY024
  
  024SG9812
  XN
  
  289,407
  
  289,407
  
  289,407
  
  
  
  12
  
  DEF ANNUITY024
  
  024SP5011
  XN
  
  1,040,527
  
  1,045,951
  
  988,972
  
  
  
  87
  
  DEF ANNUITY024
  
  024SP5012
  XN
  
  962,255
  
  969,042
  
  915,049
  
  
  
  29
  
  DEF ANNUITY024
  
  024SP5013
  XN
  
  3,520,561
  
  3,523,662
  
  3,329,628
  
  
  
  42
  
  DEF ANNUITY024
  
  024SP5021
  XN
  
  39,962
  
  40,012
  
  38,032
  
  
  
  2
  
  DEF ANNUITY024
  
  024SP5022
  XN
  
  183,323
  
  183,448
  
  174,758
  
  
  
  6
  
  DEF ANNUITY024
  
  024SP5023
  XN
  
  246,910
  
  246,985
  
  233,550
  
  
  
  4
  
  DEF ANNUITY024
  
  024SP5111
  XN
  
  525,487
  
  530,627
  
  503,253
  
  
  
  38
  
  DEF ANNUITY024
  
  024SP5112
  XN
  
  491,076
  
  492,577
  
  467,957
  
  
  
  14
  
  DEF ANNUITY024
  
  024SP5113
  XN
  
  875,254
  
  888,729
  
  833,664
  
  
  
  10
  
  DEF ANNUITY024
  
  024SP5121
  XN
  
  27,381
  
  27,406
  
  25,926
  
  
  
  1
  
  DEF ANNUITY024
  
  024SP5122
  XN
  
  62,154
  
  62,179
  
  58,782
  
  
  
  2
  
  DEF ANNUITY024
  
  024SP5123
  XN
  
  79,047
  
  79,047
  
  75,489
  
  
  
  1
  
  DEF ANNUITY024
  
  024SP5211
  XN
  
  193,656
  
  193,656
  
  193,656
  
  
  
  14
  
  DEF ANNUITY024
  
  024SP5212
  XN
  
  216,439
  
  216,603
  
  216,068
  
  
  
  11
  
  DEF ANNUITY024
  
  024SP5312
  XN
  
  166,837
  
  166,989
  
  166,550
  
  
  
  8
  
  DEF ANNUITY024
  
  024SP5313
  XN
  
  10,715
  
  10,715
  
  10,715
  
  
  
  1
  
  DEF ANNUITYTotal
  
  
  
  14,320,966
  
  14,607,932
  
  13,770,194
  
  
  
  504Adjustments
  
  
  
  
  
  
  
  
  
  
  Total
  
  
  14,320,966
  
  14,607,932
  
  13,770,194
  
  
  
  504Match to Exh.
  5 --->
  
  14,320,966  Company
  
  Plan Code
  
  Policy Identifier
  
  Stat Reserve
  
  Type024
  
  2SPIA_Y_169_1325
  
  875602
  
  3,406
  
  Annuity (5b)024
  
  2SPIA_Y_188_0875
  
  853253
  
  1,696
  
  Annuity (5b)024
  
  2SPIA_Y_189_0875
  
  854366
  
  2,764
  
  Annuity (5b)024
  
  2SPIA_Y_189_0875
  
  854676
  
  1,743
  
  Annuity (5b)024
  
  2SPIA_Y_189_0875
  
  854697
  
  2,249
  
  Annuity (5b)024
  
  2SPIA_Y_189_0875
  
  854777
  
  9,149
  
  Annuity (5b)024
  
  2SPIA_Y_189_0875
  
  855453
  
  3,161
  
  Annuity (5b)024
  
  2SPIA_Y_190_0825
  
  855877
  
  2,292
  
  Annuity (5b)024
  
  2SPIA_Y_190_0825
  
  856028
  
  921
  
  Annuity (5b)024
  
  2SPIA_Y_190_0825
  
  856678
  
  2,867
  
  Annuity (5b)024
  
  2SPIA_Y_190_0825
  
  857329
  
  3,552
  
  Annuity (5b)024
  
  2SPIA_Y_191_0825
  
  857936
  
  14,015
  
  Annuity (5b)024
  
  2SPIA_Y_191_0825
  
  858454
  
  4,145
  
  Annuity (5b)024
  
  2SPIA_Y_191_0825
  
  858455
  
  2,413
  
  Annuity (5b)024
  
  2SPIA_Y_191_0825
  
  858551
  
  2,241
  
  Annuity (5b)024
  
  2SPIA_Y_191_0825
  
  858565
  
  1,846
  
  Annuity (5b)024
  
  2SPIA_Y_191_0825
  
  858668
  
  5,262
  
  Annuity (5b)024
  
  2SPIA_Y_191_0825
  
  858684
  
  5,928
  
  Annuity (5b)024
  
  2SPIA_Y_191_0825
  
  858940
  
  3,410
  
  Annuity (5b)024
  
  2SPIA_Y_191_0825
  
  859343
  
  13,052
  
  Annuity (5b)024
  
  2SPIA_Y_191_0825
  
  859554
  
  3,428
  
  Annuity (5b)024
  
  2SPIA_Y_191_0825
  
  859624
  
  2,436
  
  Annuity (5b)024
  
  2SPIA_Y_191_0825
  
  860018
  
  1,622
  
  Annuity (5b)024
  
  2SPIA_Y_191_0825
  
  860305
  
  6,186
  
  Annuity (5b)024
  
  2SPIA_Y_191_0825
  
  860434
  
  5,247
  
  Annuity (5b)024
  
  2SPIA_Y_192_0775
  
  858893
  
  1,544
  
  Annuity (5b)024
  
  2SPIA_Y_192_0775
  
  859274
  
  2,346
  
  Annuity (5b)024
  
  2SPIA_Y_192_0775
  
  866281
  
  1,978
  
  Annuity (5b)024
  
  2SPIA_Y_193_0700
  
  869248
  
  24,677
  
  Annuity (5b)024
  
  2SPIA_Y_194_0650
  
  874486
  
  9,489
  
  Annuity (5b)024
  
  2SPIA_Y_194_0650
  
  874487
  
  11,496
  
  Annuity (5b)Total
  
  
  
  
  
  156,561Adjustments
  
  
  
  
  
  Total
  
  
  
  
  
  156,561Match to Exh.
  5--->
  
  156,561  5C  Company
  
  Plan Code
  
  Policy ID
  
  Stat Reserve
  
  Type024
  
  2ONBN_Y_142_1325
  
  41829
  
  1,370
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_177_1325
  
  87797
  
  6,741
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_179_1325
  
  89929
  
  1,062
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_191_0825
  
  832064
  
  938
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_197_0675
  
  807982
  
  35,838
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_197_0675
  
  868469
  
  3,775
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_198_0625
  
  840110
  
  20,215
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_199_0625
  
  854225
  
  3,779
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_199_0625
  
  854494
  
  1,204
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_200_0700
  
  85715
  
  10,601
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_200_0700
  
  856445
  
  36,479
  
  Payout Annuity
  (5C)


024
  
  2ONBN_Y_200_0700
  
  857170
  
  10,445
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_200_0700
  
  LI00856110
  
  5,923
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_201_0675
  
  LI00859130
  
  10,897
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_202_0650
  
  856679
  
  4,613
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_202_0650
  
  865356
  
  11,374
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_203_0600
  
  869040
  
  4,286
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_204_0550
  
  LI00906569
  
  22,299
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_205_0525
  
  AN0009568
  
  5,337
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_205_0525
  
  LI00902708
  
  7,589
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_205_0525
  
  LI00904748
  
  9,965
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_205_0525
  
  LI00905452
  
  29,046
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_206_0525
  
  AN0015391
  
  21,299
  
  Payout Annuity
  (5C)024
  
  2ONBN_Y_206_0525
  
  AN0015392
  
  12,328
  
  Payout Annuity
  (5C)Total
  
  
  
  
  
  277,403Adjustments
  
  
  
  
  
  Total
  
  
  
  
  
  277,403Match to Exh.
  5 --->
  
  277,403  5D  Company
  
  LOB
  
  Amount Inforce
  
  Reserve
  
  Gross Premiums
  
  
  
  Count024
  
  TRAD
  
  17,091,706
  
  10,878
  
  18,241
  
  
  
  903024
  
  UL
  
  3,336,434
  
  2,905
  
  3,671
  
  
  
  125Total
  
  
  
  20,428,140
  
  13,782
  
  21,912
  
  
  
  1,028Adjustments
  
  
  
  
  
  6
  
  
  
  
  
  Total
  
  
  
  20,428,140
  
  13,788
  
  21,912
  
  
  
  1,028Match to Exh.
  5 --->
  
  13,789  5E  Company
  
  LOB
  
  Amount Inforce
  
  Reserve
  
  Gross Premiums
  
  
  
  Count024
  
  TRADR
  
  8,189,256
  
  36,200
  
  112,010
  
  
  
  549024
  
  TRADW
  
  29,918
  
  1,961
  
  2,834
  
  
  
  80024
  
  ULW
  
  66,579
  
  24,181
  
  64,018
  
  
  
  105Total
  
  
  
  8,285,753
  
  62,341
  
  178,863
  
  
  
  734Adjustments
  
  
  
  
  
  2,581
  
  
  
  
  
  Total
  
  
  
  8,285,753
  
  64,922
  
  178,863
  
  
  
  734Match to Exh.
  5 --->
  
  64,922  5G  Company
  
  LOB
  
  Deficiency Reserve024
  
  TRAD
  
  1,183,799024
  
  UL
  
  52,967Total
  
  
  
  1,236,766Adjustments
  
  
  
  Total
  
  
  
  1,236,766Match to Exh.
  5 --->
  
  1,236,766  Reinsurance  Company
  
  Reinsurer
  
  Agreement #
  
  Agreement2 #
  
  Ceded Face
  
  
  
  Ceded Reserve024
  
  RGA
  Reinsurance Co.
  
  
  
  
  
  1,408
  
  
  
  37024
  
  General Re
  Life Corp.
  
  
  
  
  
  60,072
  
  
  
  542024
  
  Scottish Re
  Life Corp.
  
  
  
  
  
  35,868,000
  
  
  
  96,457024
  
  Employers
  Reassurance Corp.
  
  
  
  
  
  
  
  
  
  024
  
  Swiss Re
  Denmark Reinsurance A/S
  
  
  
  
  
  
  
  
  
  024
  
  Swiss Re Life
  & Health America Inc.
  
  
  
  
  
  71,297
  
  
  
  950024
  
  Munich
  American Reassurance Co.
  
  
  
  
  
  1,016,947
  
  
  
  280,395024
  
  Munich
  American Reassurance Co.
  
  
  
  
  
  283,156
  
  
  
  51,922024
  
  Munich
  American Reassurance Co.
  
  
  
  
  
  
  
  
  
  024
  
  Munich
  American Reassurance Co.
  
  
  
  
  
  120,000
  
  
  
  278024
  
  Optimum Re
  Insurance Co.
  
  
  
  
  
  
  
  
  
  024
  
  Optimum Re
  Insurance Co.
  
  
  
  
  
  1,654,000
  
  
  
  7,298024
  
  Optimum Re
  Insurance Co.
  
  
  
  
  
  
  
  
  
  024
  
  Prudential
  Insurance Co. of America
  
  
  
  
  
  14,460
  
  
  
  376024
  
  Swiss Re Life
  & Health America Inc.
  
  
  
  
  
  
  
  
  
  024
  
  Wilton
  Reassurance Co.
  
  
  
  
  
  40,852,932
  
  
  
  1,436,338Total
  
  
  
  
  
  
  
  79,942,272
  
  
  
  1,874,593  PYRAMID  Exhibit
  
  
  
  Amount Inforce
  
  Statutory Reserve5A
  
  
  
  468,423,859
  
  39,357,4705B
  
  
  
  14,607,932
  
  14,477,5275C
  
  
  
  
  
  277,4035D
  
  
  
  20,428,140
  
  13,7885E
  
  
  
  8,285,753
  
  64,9225F
  
  
  
  
  
  115,5365G
  
  
  
  
  
  1,236,766Total
  
  
  
  511,745,683
  
  55,543,413Actual
  
  
  
  
  
  55,543,414Total CEDED
  
  79,942,272
  
  1,874,593Ajustments
  
  
  
  Total
  
  79,942,272
  
  1,874,593Actual
  
  
  
  1,874,593Total NET
  
  431,803,411
  
  53,668,820Actual
  
  
  
  53,668,821Wilton
  Coverage Adjustment
  
  13,617,644
  
  478,779Total After
  Wilton removed
  
  418,185,767
  
  53,190,040


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