<PAGE>

                                                               Exhibit 10.11
                                                               -------------


                             REINSURANCE AGREEMENT
                   (HEREAFTER REFERRED TO AS THE "AGREEMENT")

                                     BETWEEN

                     LINCOLN MEMORIAL LIFE INSURANCE COMPANY
                    1250 South Capitol of Texas Highway
                            AUSTIN, TEXAS 78746
                    (HEREAFTER REFERRED TO AS THE "COMPANY")

                                       AND

                  HANNOVER LIFE REASSURANCE COMPANY OF AMERICA
                      800 N. Magnolia Ave., Suite 1400
                           ORLANDO, FLORIDA 32803
                   (HEREAFTER REFERRED TO AS THE "REINSURER")










TERM:           CONTINUOUS WITH NO RECAPTURE
TYPE:           COINSURANCE
OUR REF:        HA-LMLI-01



<PAGE>
<PAGE>

<TABLE>
                                           TABLE OF CONTENTS
                                           -----------------
<CAPTION>
ARTICLE                                                                                      PAGE
-------                                                                                      ----
<S>      <C>                                                                                  <C>
         PREAMBLE...............................................................................1
I        DEFINITIONS............................................................................1
II       PREMIUM AND LOSSES; REIMBURSEMENT AMOUNT...............................................3
III      COMMENCEMENT AND TERMINATION; RECAPTURE................................................4
IV       POLICY REDUCTIONS AND TERMINATIONS.....................................................5
V        EXPENSE ALLOWANCES.....................................................................5
VI       REINSURANCE PREMIUMS...................................................................5
VII      EXTRA CONTRACTUAL OBLIGATIONS; LITIGATION..............................................7
VIII     REINSURER'S RIGHT OF NOTICE OF UNUSUAL PRACTICES.......................................7
IX       ADMINISTRATION OF THE POLICIES.........................................................8
X        REPRESENTATIONS, WARRANTIES AND COVENANTS..............................................8
XI       LOSS SETTLEMENTS......................................................................10
XII      COINSURANCE; RESERVES.................................................................11
XIII     ERRORS AND OMISSIONS..................................................................11
XIV      INSOLVENCY............................................................................11
XV       TREASURY REGULATION SECTION 1.848-2 (g)(8) JOINT ELECTION.............................12
XVI      CHANGE OF CONTROL OF THE COMPANY......................................................13
XVII     TAXES.................................................................................13
XVIII    ACCESS TO RECORDS.....................................................................13
XIX      ARBITRATION...........................................................................14
XX       GOVERNING LAW.........................................................................15
XXI      SUBROGATION...........................................................................15
XXII     ENTIRE AGREEMENT......................................................................15
XXIII    POLICY CHANGES........................................................................15
XXIV     OFFSET................................................................................15
XXV      WAIVER; AMENDMENT.....................................................................16
XXVI     ASSIGNMENT; BINDING EFFECT............................................................16
XXVII    SEVERABILITY..........................................................................16
XXVIII   NOTICES...............................................................................16


<PAGE>
<PAGE>

XXIX     DURATION OF AGREEMENT.................................................................17
XXIX     EXECUTION.............................................................................17

         SCHEDULE A - RETENTION AND REINSURANCE LIMITS
         SCHEDULE B - EXPENSE ALLOWANCES
         SCHEDULE C - PROCEDURES FOR REPORTING
         SCHEDULE D - REINSURANCE PREMIUM RATES
         SCHEDULE E - THIRD PARTY REINSURANCE LISTING
         SCHEDULE F - PRIVACY POLICY

</TABLE>


<PAGE>
<PAGE>

                              REINSURANCE AGREEMENT
                   (HEREAFTER REFERRED TO AS THE "AGREEMENT")

                                     between

                     LINCOLN MEMORIAL LIFE INSURANCE COMPANY
                    (HEREAFTER REFERRED TO AS THE "COMPANY")

                                       AND

                  HANNOVER LIFE REASSURANCE COMPANY OF AMERICA
                   (HEREAFTER REFERRED TO AS THE "REINSURER")


PREAMBLE
--------

In consideration of the mutual covenants hereinafter contained the parties
hereto agree as follows:

ARTICLE I - DEFINITIONS
-----------------------

"Affiliate" means a Person controlling, controlled by or under common
control of the Company.

"Authorized Control Level RBC" has the meaning assigned to such term in the
Model Acts of the National Association of Insurance Commissioners.

"Business Day" means a day other than a Saturday, Sunday, or any day on
which the principal commercial banks located in the city of the Company's
home office are authorized or obligated to close under the laws of that
state.

"Claim" means a claim made to the Company by a policyholder, insured,
certificate holder or dependent thereof who is entitled to coverage under a
Policy for death benefits or other benefits contractually covered by such
Policy, and not excluded by such Policy. A Claim is incurred on the date
benefits arise under the respective Policy that such benefits are sought.

"Closing Date" means a date mutually acceptable to the Company and the
Reinsurer.

"Company" means Lincoln Memorial Life Insurance Company, a Texas
corporation.

"Contested Claim" has the meaning assigned to such term in Article XI
hereof.

"Control" means the ownership of 50% or more of the issued and outstanding
voting securities of a Person.

                                     1


<PAGE>
<PAGE>

"Effective Date" means August 1, 2001.

"Expense Allowance" means the allowance for expenses as described in
Schedule B hereto.

"Extra Contractual Obligations" means any and all costs, expenses, damages,
liabilities or obligations of any kind or nature (including without
limitation attorneys fees, consequential and incidental damages, and
punitive and exemplary damages) which are incurred by the Company and arise
out of, result from or relate to any alleged or actual act or omission,
other than any inadvertent or clerical delay, error or omission, whether or
not in bad faith, intentional, willful, negligent, reckless, careless or
otherwise, of the Company and its respective employees, agents and
representatives in connection with a Policy, and which are not contractually
covered by the terms and conditions of such Policy, whether or not such acts
or omissions occurred before or after the Effective Date.

"Loss" means a Claim that is actually paid by the Company. A Loss is
incurred on the date of death of a covered Person under a Policy.

"Loss Adjustment Expenses" means all payments (other than for employee
wages, salaries and fringe benefits) of fees and expenses associated with
investigation, litigation (including without limitation reasonable
attorney's fees) and settlement of Claims.

"Material Adverse Effect" means a material adverse effect on the condition
(financial or otherwise), business, assets or results of operations with
respect to the Company or the Policies taken as a whole.

"Person" means an individual, firm, corporation or entity.

"Policy" means the pre-need life insurance policies, annuity contracts, riders,
and binders listed on Schedule A attached hereto and incorporated herein by
reference, which were and will be marketed and sold by National Prearranged
Services and issued by the Company or reinsured by the Company from Memorial
Service Life Insurance Company and New Life Insurance Company prior to, on and
after the Effective Date.

"Premium" means, for each Policy, the premium required by such Policy to be
paid and which is actually collected and received by the Company, less
premium returned to a Person after actual collection and receipt by the
Company due to rescission or cancellation of a Policy or reductions or
terminations in coverage or benefits under a Policy.

"Reinsurer" means Hannover Life Reassurance Company of America, a Florida
corporation.

"Reinsurer's Proportionate Share" means, for Premium under a Policy and for
each Loss, 90% of such Premium and 90% of such Loss, less Third Party
Reinsurance applicable to such Loss.

                                     2


<PAGE>
<PAGE>

"SAP" means the statutory accounting practices and procedures permitted or
prescribed by the Texas Insurance Department.

"Services" means all of the usual and customary servicing and administrative
functions and duties associated with the Policies, including but not limited
to, premium payments; Claims administration; customer services for insureds,
owners, beneficiaries, agents and other interested Persons; file and record
maintenance and administration including system maintenance and
administration; billing and collection of Premium; maintenance of Policy
financial information; and payment of agents' commissions related to
Policies.

"Third Party Reinsurance" means reinsurance of Policies by reinsurers other
than the Reinsurer, which are listed on Schedule E hereto.

"Total Adjusted Capital" has the meaning assigned to such term in the Model
Acts of the National Association of Insurance Commissioners.

"Transaction" means (x) the sale, transfer, assignment, conveyance or other
disposition of 50% or more of the Company's issued and outstanding shares of
voting capital stock to a Person which is not an Affiliate; (y) the merger
of the Company with and into a Person which is not an Affiliate whereby the
Company is not the surviving entity in the merger; and (z) the sale,
transfer, assignment, conveyance or other disposition of all or
substantially all of the Company's assets to a Person which is not an
Affiliate, whether by assumption reinsurance, indemnity reinsurance or
otherwise.

"Transaction Notice" has the meaning assigned to such term in Article XVI
hereof.

ARTICLE II - PREMIUM AND LOSSES; REIMBURSEMENT AMOUNT
-------------------------------------------------------------------------

On the Effective Date, the Company shall cede to the Reinsurer, and the
Reinsurer agrees to reinsure from the Company, the Reinsurer's Proportionate
Share of Premium and Losses under Policies. The Reinsurer agrees to
indemnify the Company for such Losses to the extent of the Reinsurer's
Proportionate Share thereof. The Company and the Reinsurer acknowledge and
agree that the reinsurance provided to the Company by the Reinsurer
hereunder is on an original terms basis on the underlying Policies reinsured
hereby; provided, however, that the Reinsurer shall have no liability
whatsoever for dividends declared, payable and paid under Policies.

On the Closing Date, a Reimbursement Amount shall be calculated equal to the
net amount of the monthly reinsurance settlements from September 1, 2000 to
the Effective Date accumulated at interest from one month after the close of
each reinsurance settlement month to the Closing Date at an annualized rate
of 6%. The settlement for each month is the net of the following items:

                                     3


<PAGE>
<PAGE>

         i.   Amounts due Reinsurer - Reinsurer's Proportionate Share of:

                  a.  Premiums
                  b.  Decrease in Policy loans
                  c.  Interest payments on Policy loans

         ii.  Amounts due Company - Reinsurer's Proportionate Share of:

                  a.  Surrender payments
                  b.  Death benefits net of recoveries from Third Party
                      Reinsurance
                  c.  Reinsurance premiums paid by the Company for Third
                      Party Reinsurance
                  d.  Expense Allowances per Schedule B
                  e.  Premium tax
                  f.  Agent commissions and marketing fees
                  g.  Increase in Policy loans

The Company hereby directs the Reinsurer to pay a Reimbursement Amount to
North America Life Insurance Company of Texas within 5 days after the Closing
Date. The Company agrees that the Reimbursement Amount is an authorized
payment to North America Life Insurance Company of Texas for payments
previously made to Company by North America Life Insurance Company of Texas
based on arms length negotiations and pursuant to a prior reinsurance agreement
regarding the Policies. The Company acknowledges and agrees that payment of
the Reimbursement Amount by the Reinsurer to North America Life Insurance
Company of Texas satisfies and discharges the Reinsurer's contractual
obligation hereunder to pay any initial cash settlement, and, upon payment
by the Reinsurer to North America Life Insurance Company of Texas of the
Reimbursement Amount, the Company hereby unconditionally and irrevocably
(i) releases the Reinsurer from and against any liability with respect to
the initial cash settlement, (ii) waives any claim against the Reinsurer to
make such additional payment of a ceding commission, and (iii) indemnifies
the Reinsurer from and against any costs, expenses, damages, liabilities or
fees (including attorney's fees) incurred by the Reinsurer arising from any
action against the Reinsurer to make such payment.

ARTICLE III - COMMENCEMENT AND TERMINATION; RECAPTURE
-----------------------------------------------------

The Reinsurer shall continue to provide reinsurance only for Losses paid by
the Company under Policies so long as such Policies continue to be in force
and this Agreement continues to be in effect as to such Policies. The
Reinsurer shall have no liability hereunder for Losses incurred prior to
the Effective Date other than Losses included as part of the Initial Cash
Settlement.

The Policies reinsured under this Agreement may not be recaptured by the
Company.

                                     4


<PAGE>
<PAGE>

ARTICLE IV - POLICY REDUCTIONS AND TERMINATIONS
-----------------------------------------------

The Reinsurer's liability hereunder shall not be increased by reason of the
inability of the Company to collect Third Party Reinsurance, which may
become due after the Effective Date. Reductions and terminations of coverage
and benefits under Policies shall reduce or terminate the Reinsurer's
liability hereunder in a corresponding amount as of the same date.

ARTICLE V - EXPENSE ALLOWANCES
------------------------------

For performing the Services from and after the Effective Date, the Reinsurer
agrees to pay to the Company Expense Allowances on the terms and provisions
set forth in Schedule B.

ARTICLE VI - REINSURANCE PREMIUMS
---------------------------------

1.       Life Reinsurance. The annual premiums shall be computed in
         accordance with the coinsurance rates contained in the attached
         Schedule D.

2.       Accidental Death Benefit. Annual premiums for this benefit are
         included in the premiums for the base plan rates shown in Schedule D.

3.       Associated Riders. If any other types of riders are reinsured under
         this Agreement, premiums and allowances (if any) will be included
         in Schedules B and D.

4.       Preliminary Term Insurance. If the Company issues a policy with
         preliminary term, the reinsurance premiums for the term period will
         be at the same rate as charged by the Company, less commissions at
         the same percentage as paid by the Company, for the life
         reinsurance and all reinsured benefits. For the first policy year
         after the preliminary term, premiums and allowances for the life
         reinsurance and benefits will be computed at regular first policy
         year rates.

5.       Payments. The payment of reinsurance premiums, by the Company to
         the Reinsurer, shall be a condition precedent to the liability of
         the Reinsurer. The Reinsurer shall have the right to terminate the
         reinsurance on risks for which reinsurance premiums are in default
         by giving 30 days' written notice of termination to the Company. At
         the close of the last day of this 30 day notice period, all of the
         Reinsurer's liability for risks subject to the termination notice,
         plus for the risk on which premiums went into default during the
         30 day notice period, shall terminate. Notwithstanding termination
         or reinsurance as provided by this provision, the Company shall
         continue to be liable to the Reinsurer for all unpaid premiums
         earned by the Reinsurer under this Agreement.


                                     5


<PAGE>
<PAGE>

The Company may reinstate such terminated reinsurance by paying in full,
within 60 days of the termination date, all unpaid premiums for the
reinsurance, which was in force prior to its termination. The effective date
of reinstatement shall be the day the Reinsurer received all required
premiums. However, there shall be no reinstatement on any risk on which the
Company incurred a claim for insurance after the reinsurance terminated.

6.       Procedure for Payment.

               a)   First Year and Renewal Business. On or before the 30th
                    day after the close of each month, the Company will
                    submit to the Reinsurer a statement of account,
                    substantially in accordance with Schedule C showing the
                    premium due on new reinsurance effected in the preceding
                    month(s), the modal renewal reinsurance premium due, and
                    any other pertinent data mutually agreed upon by the
                    parties hereto. If a statement shows that a new reinsurance
                    premium balance is payable to the Reinsurer, the Company
                    will include with the statement its payment for the
                    amount of the net balance due the Reinsurer.
               b)   Adjustments. If any change is made in the Company's
                    policy that affects the reinsurance, the Company will
                    provide written notice, on a form mutually agreed upon,
                    to the Reinsurer. If an adjustment to the premium is to
                    be made, and a refund is due the Company, it will be
                    included as an adjustment to the regular monthly
                    statement prepared by the Company. Policy fees will be
                    pro-rated or refunded on termination.
               c)   Upon receipt of a report, the Reinsurer may, in its
                    discretion and upon reasonable information and belief,
                    contest the information contained in the report. If the
                    Reinsurer does not contest a report, the Reinsurer shall,
                    within 10 Business Days of the receipt of such report,
                    remit all amounts due and payable by the Reinsurer to the
                    Company, if any, as indicated by such report, net of all
                    amounts payable to the Company by the Reinsurer, if any,
                    as indicated by such report. If the Reinsurer so contests,
                    the reinsurer shall deliver to the Company written notice
                    thereof stating the reasons upon which the Reinsurer
                    disputes the report, and the parties shall use their best
                    efforts to resolve the dispute within 20 days thereafter.
                    If the parties fail to resolve such dispute within such
                    period, the dispute shall be resolved by arbitration as
                    provided herein.
               d)   During any periods after payment hereunder becomes due,
                    interest shall accrue on the net balance due and payable
                    for the applicable calendar month. Such interest shall
                    accrue at a rate equal 8% per annum for the period from
                    the settlement date through and including the actual
                    payment date.

7.       Electronic Data Transmission. If the Company chooses to report its
         reinsurance transactions via electronic media, the Company shall
         consult with the Reinsurer to determine the


                                     6


<PAGE>
<PAGE>

         appropriate reporting format. Should the Company subsequently
         desire to make changes in the data format or the code structure,
         the Company shall communicate such changes to the Reinsurer prior
         to the use of such changes in reports to the Reinsurer.

8.       Adjustment of Age or Sex. If the insured's age or sex was
         misstated, the Company and the Reinsurer will share the adjustment
         in proportion to the amount of liability of each at the time of
         issue.

ARTICLE VII - EXTRA CONTRACTUAL OBLIGATIONS; LITIGATION
-------------------------------------------------------

The Reinsurer shall have no liability for Extra Contractual Obligations or
Loss Adjustment Expenses, unless the Reinsurer was an active party or
directed, consented to, or ratified the act, omission or course of conduct
which ultimately resulted in assessment of Extra Contractual Obligations or
Loss Adjustment Expenses against the Company, in which case the Reinsurer
shall be liable for the Reinsurer's Proportionate Share of Extra Contractual
Obligations and Loss Adjustment Expenses, and shall indemnify and defend the
Company if the Company has acted at the Reinsurer's direction.

Prior to the Closing Date, the Company covenants to the Reinsurer and agrees
to provide the Reinsurer with a written instrument setting forth all pending
and, to the knowledge of the Company, threatened litigation against the
Company relating to the Policies stating therein the basis for which such
litigation arose or, to the knowledge of the Company, is threatened. The
Company and the Reinsurer agree that the Reinsurer shall have no liability
for Extra Contractual Obligations or Loss Adjustment Expenses with respect
to any such litigation, whether pending or threatened as of the Closing Date
or arising before or after the Effective Date.

ARTICLE VIII - REINSURER'S RIGHT OF NOTICE OF UNUSUAL PRACTICES
---------------------------------------------------------------

The parties acknowledge and agree that the Reinsurer has placed its utmost
good faith and confidence in the Company, and the parties assume that, except
as otherwise notified by the Company, the underwriting of the Policies and
performance of Services and other insurance practices employed by the Company
with respect to the Policies will be consistent with past practices of the
Company. Where the Company does deviate from its underwriting guidelines
with respect to the Policies, the Company agrees to notify the Reinsurer
in writing of such practices. The parties agree that the Company's failure
to so notify the Reinsurer, or the Reinsurer's failure or refusal to
accept in writing such deviations in practice, will result in the Reinsurer
having no liability hereunder with respect to Losses caused by such
deviations in practice.


                                     7

<PAGE>
<PAGE>

ARTICLE IX - ADMINISTRATION OF THE POLICIES
-------------------------------------------

As of the Effective Date, the Company shall perform the Services following
commercially reasonable practices for as long as the Reinsurer is required
to provide reinsurance hereunder.

If the Reinsurer reasonably believes that the Company has failed to perform
the Services, the Reinsurer shall notify the Company in writing of such
failure and the Company shall have 30 days to demonstrate to the reasonable
satisfaction of the Reinsurer that its Services are being performed in a
commercially reasonable manner or to cure such failure to the reasonable
satisfaction of the Reinsurer.

Failure to follow current underwriting practices or to perform other
insurance practices in a commercially reasonable manner shall be considered
a breach of a covenant by the Company under this Agreement.

ARTICLE X - REPRESENTATIONS, WARRANTIES AND COVENANTS
-----------------------------------------------------

The Company represents and warrants to the Reinsurer that:

1.       There are no governmental or regulatory consents, approvals or
         other authorizations necessary or required by law, regulation,
         order, decree, judgment or otherwise to be obtained to consummate
         the transactions contemplated by this Agreement; and

2.       Except for this Agreement and Third Party Reinsurance, there is no
         reinsurance agreement that provides reinsurance coverage on the
         Policies; and

3.       All of the Policies have been filed with and approved by the
         applicable regulatory authorities as required by applicable law,
         rule or regulation and none of the Policies are the subject of any
         pending or, to the knowledge of the Company, threatened litigation,
         arbitration, action, proceeding, rule, order or decree the basis
         of which includes, but is not limited to, discriminatory practices
         in the sales and/or rates of the Policies; and

4.       Schedule A is a true and complete list of all Policies and contains
         no accident or health insurance policies, contracts, riders, and
         binders; and

5.       The Company has no knowledge of any fact or condition that Company
         reasonably believes could have a Material Adverse Effect; and

6.       No writing to be furnished pursuant hereto or previously furnished
         to the Reinsurer contains or will contain any untrue statement of
         material fact or omits or will omit to state the new material fact
         required to make the statements herein not misleading; and

                                     8

<PAGE>
<PAGE>

7.       The Company is a corporation duly incorporated, validly existing
         and in good standing under the laws of Texas and has all licenses,
         permits or other authority necessary or required by applicable law,
         rule or regulation to carry on all business activities presently
         conducted by it (including without limitation the performance of
         the Services), and the execution and delivery of this Agreement and
         the consummation of the transactions contemplated hereby by the
         Company have been approved by all necessary corporate action on the
         part of the Company and will not violate the Articles of
         Incorporation or bylaws of the Company or conflict with or violate
         any provision of or result in the acceleration of any indebtedness
         under or result in a breach under any other contract, agreement or
         instrument to which the Company is a party or is subject to any
         judgment, order, decree, law, ordinance, rule, or regulation
         applicable to the Company or its properties or assets; and

8.       All existing Policy loans under Policies were properly made in
         accordance with applicable Policy terms and provisions relating to
         Policy loans; and

9.       This Agreement and the agreements and covenants herein of the
         Company constitute valid and binding obligations of the Company,
         enforceable against it in accordance with their respective terms.

The Company covenants to the Reinsurer and agrees:

     1.  To request promptly any consents, approvals or other authorizations,
         if necessary or required, with respect to this Agreement and to
         pursue diligently such request; and

     2.  To maintain as valid and in good standing all its licenses, permits
         or other authority necessary or required by applicable law, rule or
         regulation to perform the Services; and

     3.  Not to reinsure or attempt to reinsure any of the Policies except
         as are reinsured by Third Party Reinsurance or pursuant to this
         Agreement; and

     4.  To correct immediately all Policy loans made, and to be made in the
         future, that did not or do not comply with Policy terms and
         provisions relating to Policy loans; and

     5.  Not to replace or rewrite the Policies, whether directly or
         indirectly, with any other company. Any Policy issued by the Company
         as a replacement to a Policy reinsured hereunder shall automatically
         be reinsured on the same terms and conditions as the policy it
         replaces. The Reinsurer will have the right to review and approve
         any replacement policy or coverages proposed by the Company as part
         of a replacement program.

The Company agrees to indemnify and hold harmless the Reinsurer from and
against any and all losses, damages, costs, expenses or liabilities suffered
or incurred by the Reinsurer arising out of a breach or threatened breach by
the Company of the representations, warranties and covenants of the


                                     9

<PAGE>
<PAGE>

Company contained in this Article X. The provisions of this Article X shall
survive termination of this Agreement.

The Reinsurer agrees to indemnify and hold harmless the Company from and
against any and all losses, damages, costs, expenses or liabilities suffered
or incurred by the Company arising out of a breach or threatened breach by
the Reinsurer of the representations, warranties and covenants of the
Reinsurer contained in this Article X. The provisions of this Article X
shall survive termination of this Agreement.

ARTICLE XI - LOSS SETTLEMENTS
-----------------------------

The Reinsurer shall accept the decision of the Company with respect to a
Claim and the incurrence of a Loss, except as otherwise provided herein. The
Company shall deliver written notice to the Reinsurer of each Claim that
would, if paid, cause the Reinsurer's liability hereunder to be $25,000
prior to such Claim actually being paid. The Company shall deliver to the
Reinsurer all documents, reports and other information in the possession of
or known by the Company relating to such Claim to permit the Reinsurer to
evaluate the Claim and advise the Company in writing with respect to payment
of the Claim. If the Reinsurer fails to advise the Company in writing within
seven (7) Business Days after the Company's delivery to the Reinsurer of the
documents, reports and other information relating to such Claim, the Company
shall pay the Claim and the Reinsurer shall be estopped from denying
reinsurance liability hereunder for such Loss.

The Company may, in its discretion, deliver written notice to the Reinsurer
of each Claim as to which the Company is uncertain, or has reasonable cause
to believe, that such Claim is or may not be properly payable. In addition,
the Company shall deliver immediately such a notice to the Reinsurer as to
each Claim denied in whole or in part by the Company if a notice of
litigation or threatened litigation is filed with the Company relating to
such denied Claim (each Claim as to which such a notice is delivered is
referred to herein as a "Contested Claim").

The Company agrees to deliver immediately to the Reinsurer all documents,
reports and other information relating to such Contested Claim to permit the
Reinsurer to evaluate the Contested Claim and advise the Company in writing
with respect to payment of the Contested Claim. In the event the Company
complies with the Reinsurer's advice with respect to a Contested Claim, and
Extra Contractual Obligations later arise with respect to such Contested
Claim, the Reinsurer shall share in the Extra Contractual Obligations and
Loss Adjustment Expenses to the extent of the Reinsurer's Proportionate
Share of a Loss hereunder, but if the Company fails to give such notice or
to comply with such advice, the Reinsurer shall not share in any of the
Extra Contractual Obligations. In no event shall the Reinsurer be liable for
any Extra Contractual Obligations based upon acts, omissions, facts,
circumstances or events which occurred prior to the Effective Date. Prior to
rendering any advice with respect to a Contested Claim, the Reinsurer may
discharge its liability under this Agreement by paying the Reinsurer's
Proportionate Share of the Contested Claim and shall have no further
liability with respect thereto.


                                     10

<PAGE>
<PAGE>

Upon reasonable information and belief, the Company may rescind a Policy
and return Premium with respect thereto. Within 5 days thereafter, the
Company shall deliver written notice to the Reinsurer of each such
rescission, together with all documents, reports and other information in
the possession of or known by the Company relating to such rescission.
The Reinsurer will advise the Company in writing with respect to its
concurrence or dissention with the rescission within 7 Business Days after
the Company delivers its written notice to the Reinsurer regarding the
rescission. In the event the Reinsurer concurs with the Company's
rescission, the Reinsurer shall immediately remit to the Company the
Reinsurer's Proportionate Share of Premium applicable to the rescinded
Policy, and if Extra Contractual Obligations later arise due to such
rescission, the Reinsurer shall share in the Extra Contractual Obligations
and Loss Adjustment Expenses to the extent of the Reinsurer's Proportionate
Share of a Loss hereunder. In the event the Reinsurer dissents with the
Company's rescission, the Reinsurer shall immediately remit to the Company
the Reinsurer's Proportionate Share of the Claim applicable to the rescinded
Policy, and if Extra Contractual Obligations later arise due to such
rescission, the Reinsurer shall have no liability for such Extra Contractual
Obligations or Loss Adjustment Expenses relating thereto.

The parties agree that the Company's intentional or grossly negligent acts or
omissions with respect to this Article XI shall relieve the Reinsurer of any
liability hereunder with respect to any such Claim, Loss or Policy.

ARTICLE XII - COINSURANCE; RESERVES
-----------------------------------

The reinsurance hereunder shall be on a quota share coinsurance basis. The
Reinsurer shall not be liable for, or participate in, any increase in
reserves arising from a change by the Company in assumptions or methods,
including without limitation, the reserve interest rate or the mortality
assumptions for the Policies.

ARTICLE XIII - ERRORS AND OMISSIONS
-----------------------------------

Any inadvertent or clerical delay, error or omission made by any party
hereto in connection with this Agreement shall not relieve either party from
any liability of such party hereunder had such inadvertent or clerical
delay, error or omission not occurred. The parties agree to cure all
inadvertent and clerical delays, errors and omissions immediately upon
discovery thereof.

ARTICLE XIV - INSOLVENCY
------------------------

In the event of insolvency of the Company, all payments of the Reinsurer for
Losses shall be payable directly to the Company, or to the Company's
liquidator, receiver, conservator or statutory successor, without diminution
because of the insolvency of the Company, except where this Agreement
specifically provides for another payee of such Losses in the event of the
insolvency of the Company.

                                     11

<PAGE>
<PAGE>

The Company or its liquidator, receiver, conservator or statutory successor
shall give written notice to the Reinsurer of the pendency of a Claim,
indicating the Policy under which such Claim is pending, within a reasonable
time after such Claim is filed in the insolvency proceeding. During the
pendency of such Claim the Reinsurer may investigate such Claim and
interpose, at its own expense, in the proceeding where such Claim is to be
adjudicated, any defense or defenses that it may deem available to the
Company or its liquidator, receiver, conservator or statutory successor.

The expense thus incurred by the Reinsurer shall be chargeable, subject to
the approval of the insolvency court, against the Company as part of the
administrative expenses of the estate to the extent of a pro rata share of
the benefit which may accrue to the Company solely as a result of the defense
undertaken by the Reinsurer.

ARTICLE XV - TREASURY REGULATION SECTION 1.848-2(g)(8) JOINT ELECTION
---------------------------------------------------------------------

The Company and the Reinsurer hereby agree to the following pursuant to
Section 1.848-2(g)(8) of the Income Tax Regulations issued December 1992,
under Section 848 of the Internal Revenue Code of 1986, as amended. This
election shall be effective for the taxable year ended December 31, 2001 and
for all subsequent taxable years for which this Agreement remains in effect
unless such election is terminated by mutual written agreement of the
parties hereto with the consent, if required, of the Commissioner of the
Internal Revenue Service.

As used in this Article XV, the term "party" will refer to either the
Company or the Reinsurer as appropriate.

The terms used in this Article XV are defined by reference to Treasury
Regulation Section 1.848-2 in effect as of December 29, 1992. The term "net
consideration" will refer to either net consideration as defined in Treasury
Regulation Section 1.848-2(f) or "gross premium and other consideration" as
defined in Treasury Regulation Section 1.848-2(b) as appropriate.

Both parties agree to identify this Agreement as one for which the joint
election under Treasury Regulation Section 1.848-2(g)(8) has been made in a
schedule attached to their respective federal income tax returns for the
taxable period ended December 31, 2001.

The party with the positive net consideration for 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).

Both parties agree to exchange information pertaining to the amount of net
consideration under this Agreement each year to ensure consistency or as
otherwise required by the Internal Revenue Service.

The Company will submit a schedule to the Reinsurer by July 1st of each year
of its calculation of


                                     12

<PAGE>
<PAGE>

the net consideration for the preceding calendar year. This schedule of
calculations will be accompanied by a statement signed by an officer of the
Company stating that the Company will report such net consideration in its
tax return for the preceding calendar year.

The Reinsurer may contest such calculation by providing an alternative
calculation to the Company in writing within 45 days of the Reinsurer's
receipt of the Company's calculation. If the Reinsurer does not so
notify the Company, the Reinsurer will report the net consideration as
determined by the Company in the Reinsurer's tax return for the previous
year.

If the Reinsurer disputes the Company's calculation of the net consideration,
the parties will act in good faith to reach an agreement as to the correct
amount within 45 days of the date the Reinsurer submits its alternative
calculation. If the Company and the Reinsurer reach agreement on an amount
of net consideration, each party shall report such amount in their respective
tax returns for the previous calendar year. If the parties fail to reach
agreement on an amount of net consideration, the dispute shall be resolved
by arbitration as provided herein.

ARTICLE XVI - CHANGE OF CONTROL OF THE COMPANY
----------------------------------------------

Within 5 days after the Company enters into a written agreement with
respect to a Transaction (as defined below), the Company shall deliver to the
Reinsurer written notice of such Transaction (the "Transaction Notice"). For
purposes of the Article XVI, the term "Transaction" means (x) the sale,
transfer, assignment, conveyance or other disposition of 50% or more of the
Company's issued and outstanding shares of voting capital stock to a Person
which is not an Affiliate; (y) the merger of the Company with and into a
Person which is not an Affiliate whereby the Company is not the surviving
entity in the merger; and (z) the sale, transfer, assignment, conveyance or
other disposition of all or substantially all of the Company's assets to a
Person which is not an Affiliate, whether by assumption reinsurance,
indemnity reinsurance or otherwise.

ARTICLE XVII - TAXES
--------------------

The Company shall not claim a deduction in respect of the ceded Premium
hereunder when making tax returns, other than income or profits tax returns,
to any state or territory of the United States of America or the District of
Columbia.

ARTICLE XVIII - ACCESS TO RECORDS
---------------------------------

Within 5 days after receipt by the Company of written notice from the
Reinsurer, the Company shall make available to the Reinsurer, and the
Reinsurer shall have the right to inspect and audit (at the Reinsurer's
expense), through its authorized representatives, during normal business
hours, the books, records and papers of the Company pertaining to the
reinsurance provided hereunder and all Claims made and Losses paid in
connection therewith. If after such inspection and audit, Reinsurer
reasonably believes that Reinsurer has paid (or been asked to pay) Losses
that should not be reimbursed or paid under this Agreement, then Reinsurer
shall so notify Company, in writing, of its


                                     13

<PAGE>
<PAGE>

audit conclusions. After receipt of the written notice, Company shall have
15 days to cure the problems alleged by Reinsurer or explain why the audit
conclusions reached by Reinsurer are incorrect. If the audit concerns raised
by Reinsurer are not resolved in a mutually acceptable way within the
15 days allotted, either party may invoke the arbitration provisions in
Article XIX or take other actions provided in this Agreement. During the
dispute resolution efforts, Reinsurer shall not be obligated to pay, or
reimburse the specific claims or Losses in dispute, but shall have an ongoing
obligation to make all other payments due, and not in dispute, under this
Agreement unless ordered otherwise by the board of arbitrators.

ARTICLE XIX - ARBITRATION
-------------------------

Any dispute arising out of this Agreement, whether arising before or after
termination, which is not resolved by the parties shall be submitted to
arbitration for decision by a board of arbitrators composed of two arbiters
and an umpire, meeting in a neutral location as determined by the
arbitration panel. Arbitration shall be commenced by one party delivering to
the other party(ies) written notice of arbitration, which notice shall set
forth the nature of the dispute and the relief sought. Within 30 days
after receipt of such notice, each party to the dispute shall appoint
an arbiter, and within 30 days thereafter, such arbiters shall appoint
the umpire. If any party fails to select an arbiter within the period
prescribed, the other party(ies) shall select the arbiter(s). If the
arbiters so selected fail to agree upon the appointment of an umpire
within such 30 day period, each arbiter shall propose three names, of whom
the other shall decline two, and the decision shall be made by drawing lots.
The members of the board of arbitrators shall be active or retired,
disinterested officers of life, accident and health insurance or reinsurance
companies.

The arbitration hearing shall be commenced within 30 days after the
selection of the umpire. During the pendency of the arbitration, the parties
may provide the board of arbitrators, as well as the other party(ies),
briefs and memorandum of law supporting their respective position in the
dispute. The board of arbitrators shall consider all such briefs and
memoranda as well as testimony at the arbitration.

The board of arbitrators shall make its decision with due regard to
applicable law and to custom and practice in the insurance and reinsurance
industry. The board of arbitrators shall issue its decision in writing based
upon a hearing in which evidence may be introduced without following strict
rules of evidence but in which cross-examination and rebuttal shall be
allowed. The board shall make its decision within 60 days following
the termination of the hearing. The majority decision of the board shall be
final, binding, nonappealable and conclusive upon all parties to the
proceeding. The board's decision may be entered as a judgment in any court
having jurisdiction thereof.

Each party shall bear the expenses of its own arbiter and the party against
which the decision of the arbitration board is rendered shall bear the
expense of the umpire, unless the arbitration board, in its discretion,
otherwise allocates expenses. Any remaining costs of the arbitration
proceedings shall be allocated by the arbitration board.

                                     14

<PAGE>
<PAGE>

This Article XIX shall survive any termination of this Agreement.

ARTICLE XX - GOVERNING LAW
--------------------------

This Agreement shall be governed by and construed in accordance with the
laws of Texas without regard to applicable principles of conflicts of law.

ARTICLE XXI - SUBROGATION
-------------------------

The Reinsurer shall be credited with the Reinsurer's Proportionate Share of
subrogation (i.e., reimbursement obtained or recovery made by the Company,
less the actual cost, excluding salaries of officials and employees of the
Company and sums paid to attorneys as retainer, of obtaining such
reimbursement or making such recovery) on account of Losses. The Company
hereby agrees to enforce its rights to subrogation relating to any expenses
if requested to do so by the Reinsurer (at the expense of the Reinsurer),
and to prosecute all claims arising out of such rights.

ARTICLE XXII - ENTIRE AGREEMENT
-------------------------------

This Agreement constitutes the entire agreement and understanding among the
parties hereto with respect to the subject matter hereof. There are no
agreements or understandings among the parties with respect to the subject
matter hereof other than as expressed in this Agreement.

ARTICLE XXIII - POLICY CHANGES
------------------------------

To the extent of any benefit or Premium change in a Policy (other than a
change that occurs automatically in accordance with Policy provisions), the
Company shall immediately deliver written notice thereof to the Reinsurer.
Except for Policy changes required by state or federal law or regulation,
any such proposed change shall not be effective until approved in writing by
the Reinsurer. If the Reinsurer does not accept the change in writing, the
Reinsurer shall have no liability for Losses, Loss Adjustment Expenses,
Extra Contractual Obligations, Expense Allowances, Premium taxes or other
costs or expenses whatsoever that arise from such changes.

ARTICLE XXIV - OFFSET
---------------------

The Company or the Reinsurer shall have, and may exercise at any time and
from time to time, the right to offset any balance or balances, whether on
account of Premiums or Losses or otherwise, due from one party with respect
to this Agreement.

                                     15

<PAGE>
<PAGE>

ARTICLE XXV - WAIVER; AMENDMENT
-------------------------------

Except as provided herein, any waiver by any party hereto of a breach by the
other party of any provision of this Agreement shall not operate or be
construed as a continuing waiver or a waiver of any subsequent breach by
such party. Except as otherwise provided herein, no waiver shall be valid
unless in writing and signed by the party exercising such waiver. Any
modification or amendment of this Agreement shall be in writing and signed
by the parties hereto.

ARTICLE XXVI - ASSIGNMENT; BINDING EFFECT
-----------------------------------------

The rights, duties and obligations hereunder of the parties hereto may not be
assigned or delegated by any party hereto to any other Person without the
prior written consent of the parties hereto; provided, however, that the
Reinsurer may retrocede any portion of its liability hereunder. This
Agreement shall be binding upon and inure to the benefit of the parties'
respective successors and permitted assigns.

ARTICLE XXVII - SEVERABILITY
----------------------------

The invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of the remainder of this Agreement,
and any such invalid or unenforceable provision shall be severable from the
remainder of this Agreement.

ARTICLE XXVIII - NOTICES
------------------------

Any notice or other communication which is required or permitted to be
delivered to any party hereunder shall be in writing and deemed delivered if
sent by government-sponsored mail; an internationally-recognized overnight
carrier with confirmation receipt of delivery; certified mail, return
receipt requested; or facsimile with confirmation receipt of successful and
complete transmission addressed as follows:

If to the Reinsurer:             Hannover Life Reassurance Company of America
                                 800 N. Magnolia Ave., Suite 1400
                                 Orlando, Florida 32803
                                 Facsimile: 407/648-1468
                                 Attn: Mr. Peter R. Schaefer

If to the Company:               Lincoln Memorial Life Insurance Company
                                 1250 South Capitol of Texas Highway
                                 Building 3, Suite 100
                                 Austin, Texas 78746
                                 Facsimile:
                                            --------------------
                                 Attn:
                                       -------------------------


                                     16

<PAGE>
<PAGE>

ARTICLE XXIX - DURATION OF AGREEMENT
------------------------------------

This Agreement is unlimited in duration, but may be amended by mutual
consent of the Company and the Reinsurer. It may be terminated as to new
reinsurance by either party, by giving 90 days' written notice to the other,
prior to the effective date of termination. Termination as to new
reinsurance does not affect existing reinsurance. Existing reinsurance will
remain in force until termination of the Company's Policies on which the
reinsurance is based, in accordance with the terms of this Agreement.

ARTICLE XXX - EXECUTION
-----------------------

The parties, by and through each of their respective authorized
representatives, have executed this Agreement as of the date below written.


LINCOLN MEMORIAL LIFE INSURANCE COMPANY
Austin, Texas
Taxpayer I.D. # 75-2547834
NAIC Company Code: 69833

Date:    9-19-01
         -----------------------------------------------------------------
By:      /s/ L. Joe Cappleman
         -----------------------------------------------------------------
Title:   Vice President
         -----------------------------------------------------------------
Witness: /s/ Debbie Rugen
         -----------------------------------------------------------------

HANNOVER LIFE REASSURANCE COMPANY OF AMERICA
Orlando, Florida
Taxpayer I.D. # 59-2859797
NAIC Company Code: 88340

Date:    September 20, 2001
         -----------------------------------------------------------------
By:      /s/ Gary L. Gray
         -----------------------------------------------------------------
Title:   Vice President
         -----------------------------------------------------------------
Witness: /s/ Jack Caton
         -----------------------------------------------------------------


                                17



<PAGE>
<PAGE>

                                 SCHEDULE A
                                 ----------

                      RETENTION AND REINSURANCE LIMITS
                      --------------------------------

Part I    Retention Limits of Lincoln Memorial Life Insurance Company

          A)   Life

               Ten percent (10%) Quota Share of $25,000 issue amount.

          B)   Flexible Premium Annuity

               Ten percent (10%) Quota Share

          C)   Disability Waiver of Premium

               Not Applicable

          D)   Accidental Death Benefit

               Same as Life

          E)   Dependents' Service Benefit

               Same as Life

Part II   Automatic Binding Limits

          A)   Life

               Ninety percent (90%) Quota Share of $25,000, to a maximum
               automatic limit of $22,500 to the Reinsurer, any one life.

          B)   Flexible Premium Annuity

               Ninety percent (90%) Quota Share


                                     18

<PAGE>
<PAGE>

          C)   Disability Waiver of Premium

               Not Applicable

          D)   Accidental Death Benefit

               Same as Life

          E)   Dependents' Service Benefit

               Same as Life

Part III  Business Covered

          The preceding schedule limits apply to insured lives, surnames A
          through Z inclusive, on residents of the United States, for those
          policies as listed in the attached Schedule I. Refer to Exhibit C
          for policies which are excluded.

          A detailed listing of the in force Policies and their policy
          numbers reinsured as of the Effective Date is attached hereto.

Part IV   Additional Conditions

          A)   Minimum Cession - Not Applicable

          B)   Jumbo Limit - Not Applicable

          C)   Recapture - Not Permitted

          D)   Currency - U.S. Dollars


                                     19

<PAGE>
<PAGE>

Coinsurance Agreement
============================================================================


                                 SCHEDULE I


A.   Policies Subject to Reinsurance

1.   Policies issued under the Plans of Insurance described below are
     eligible for reinsurance under this Agreement.


Lincoln Memorial Life Plans
---------------------------

230       Ord Life (LML.WL-6/94) Male
231       Ord Life (LML.WL-6/94) Female
250       2 Yr Graded Ben WL - Male
251       2 Yr Graded Ben WL - Female
305       5 Pay AB Incr - Male
305S      5 Pay AB Incr - Male
306       5 Pay AB Incr - Female
306S      5 Pay AB Incr - Female
310       10 Pay AB Incr - Male
310S      10 Pay AB Incr - Male
311       10 Pay AB Incr - Female
311S      10 Pay AB Incr - Female
355       5 Pay AB Indx - Male
355S      5 Pay AB Indx - Male
356       5 Pay AB Indx - Female
356S      5 Pay AB Indx - Female
360       10 Pay AB Indx - Male
360S      10 Pay AB Indx - Male
361       10 Pay AB Indx - Female
361S      10 Pay AB Indx - Female
403CA     3 Pay AB Level - Male
404CA     3 Pay AB Level - Female
405       5 Pay AB Level - Male
405CA     5 Pay AB Level - Male
405S      5 Pay AB Level - Male
406       5 Pay AB Level - Female
406CA     5 Pay AB Level - Female
406S      5 Pay AB Level - Female
410       10 Pay AB Level - Male
410CA     10 Pay AB Level - Male
410S      10 Pay AB Level - Male
411       10 Pay AB Level - Female
411CA     10 Pay AB Level - Female
411S      10 Pay AB Level - Female
420CA     20 Pay AB Level - Male

============================================================================

                                Page 20

<PAGE>
<PAGE>

Coinsurance Agreement
============================================================================


421CA     20 Pay AB Level - Female
503       3 Pay FIB - Male
503CA     3 Pay FIB - Male
503S      3 Pay FIB - Male
504       3 Pay FIB - Female
504CA     3 Pay FIB - Female
504S      3 Pay FIB - Female
505       5 Pay FIB - Male
505CA     5 Pay FIB - Male
505S      5 Pay FIB - Male
506       5 Pay FIB - Female
506CA     5 Pay FIB - Female
506S      5 Pay FIB - Female
507       100 Month Pay FIB - Male
507CA     100 Month Pay FIB - Male
507S      100 Month Pay FIB - Male
508       100 Month Pay FIB - Female
508CA     100 Month Pay FIB - Female
508S      100 Month Pay FIB - Female
510       10 Pay FIB - Male
510CA     10 Pay FIB - Male
510S      10 Pay FIB - Male
511       10 Pay FIB - Female
511CA     10 Pay FIB - Female
511S      10 Pay FIB - Female
518       18 Month Pay FIB - Male
518CA     18 Month Pay FIB - Male
518S      18 Month Pay FIB - Male
519       18 Month Pay FIB - Female
519CA     18 Month Pay FIB - Female
519S      18 Month Pay FIB - Female
520       20 Pay FIB - Male
520CA     20 Pay FIB - Male
520S      20 Pay FIB - Male
521       20 Pay FIB - Female
521CA     20 Pay FIB - Female
521S      20 Pay FIB - Female
524       24 Month Pay FIB - Male
524S      24 Month Pay FIB - Male
525       24 Month Pay FIB - Female
525S      24 Month Pay FIB - Female
580       5 Pay FIB (Special) - Male
580S      5 Pay FIB (Special) - Male
581       5 Pay FIB (Special) - Female
581S      5 Pay FIB (Special) - Female
591       18 Mo Pay FIB (Special) - Male
591S      18 Mo Pay FIB (Special) - Male

============================================================================

                                Page 21

<PAGE>
<PAGE>

Coinsurance Agreement
============================================================================

592       18 Mo Pay FIB (Special) - Female
592S      18 Mo Pay FIB (Special) - Female
593       10 Pay FIB (Special) - Male
593S      10 Pay FIB (Special) - Male
594       10 Pay FIB (Special) - Female
594S      10 Pay FIB (Special) - Female
595       20 Pay FIB (Special) - Male
595S      20 Pay FIB (Special) - Male
596       20 Pay FIB (Special) - Female
596S      20 Pay FIB (Special) - Female
603S      3 Pay IDB - Male
604S      3 Pay IDB - Female
605S      5 Pay IDB - Male
606S      5 Pay IDB - Female
610S      10 Pay IDB - Male
611S      10 Pay IDB - Female
618S      18 Month Pay IDB - Male
619S      18 Month Pay IDB - Female
653       3 Pay FIB Indexed - Male
654       3 Pay FIB Indexed - Female
655       5 Pay FIB Indexed - Male
655S      5 Pay FIB Indexed - Male
656       5 Pay FIB Indexed - Female
656S      5 Pay FIB Indexed - Female
660       10 Pay FIB Indexed - Male
660S      10 Pay FIB Indexed - Male
661       10 Pay FIB Indexed - Female
661S      10 Pay FIB Indexed - Female
668       18 Month Pay FIB Indexed - Male
668S      18 Month Pay FIB Indexed - Male
669       18 Month Pay FIB Indexed - Female
669S      18 Month Pay FIB Indexed - Female
673       3 Pay ALI - Male
674       3 Pay ALI - Female
675       5 Pay ALI - Male
675S      5 Pay ALI - Male
676       5 Pay ALI - Female
676S      5 Pay ALI - Female
680       10 Pay ALI - Male
680S      10 Pay ALI - Male
681       10 Pay ALI - Female
681S      10 Pay ALI - Female
688       18 Month Pay ALI - Male
688S      18 Month Pay ALI - Male
689       18 Month Pay ALI - Female
689S      18 Month Pay ALI - Female
760       5 Pay MIB - Male
760CA     5 Pay MIB - Male

============================================================================

                                Page 22

<PAGE>
<PAGE>

Coinsurance Agreement
============================================================================


760S      5 Pay MIB - Male
761       5 Pay MIB - Female
761CA     5 Pay MIB - Female
761S      5 Pay MIB - Female
762       18 Month Pay MIB - Male
762CA     18 Month Pay MIB - Male
762S      18 Month Pay MIB - Male
763       18 Month Pay MIB - Female
763CA     18 Month Pay MIB - Female
763S      18 Month Pay MIB - Female
764       3 Pay MIB - Male
764CA     3 Pay MIB - Male
764S      3 Pay MIB - Male
765       3 Pay MIB - Female
765CA     3 Pay MIB - Female
765S      3 Pay MIB - Female
766       10 Pay MIB - Male
766S      10 Pay MIB - Male
767       10 Pay MIB - Female
767S      10 Pay MIB - Female
860       5 Pay FPA Male
860S      5 Pay FPA Male
861       5 Pay FPA Female
861S      5 Pay FPA Female
862       18 Month Pay FPA Male
862S      18 Month Pay FPA Male
863       18 Month Pay FPA Female
863S      18 Month Pay FPA Female
864       3 Pay FPA Male
864S      3 Pay FPA Male
865       3 Pay FPA Female
865S      3 Pay FPA Female
866       10 Pay FPA Male
866S      10 Pay FPA Male
867       10 Pay FPA Female
867S      10 Pay FPA Female
902       RPU - Male
902S      RPU - Male
903       RPU - Female
903S      RPU - Female
906       RPU - Male 7.0% CV 5.5% Res
906S      RPU - 80 CSO Male 7.0% CV 5.5% Res
907       RPU - 80 CSO Female 7.0% CV 5.5% Res
907S      RPU - 80 CSO Female 7.0% CV 5.5% Res

Memorial Service Life Plans
---------------------------

============================================================================

                                Page 23

<PAGE>
<PAGE>

Coinsurance Agreement
============================================================================



405       5 Pay AB Level - Male
406       5 Pay AB Level - Female
410       10 Pay AB Level - Male
411       10 Pay AB Level - Female
503       3 Pay FIB - Male
504       3 Pay FIB - Female
505       5 Pay FIB - Male
506       5 Pay FIB - Female
507       100 Month Pay FIB - Male
508       100 Month Pay FIB - Female
510       10 Pay FIB - Male
511       10 Pay FIB - Female
518       18 Month Pay FIB - Male
519       18 Month Pay FIB - Female
520       20 Pay FIB - Male
521       20 Pay FIB - Female
524       24 Month Pay FIB - Male
525       24 Month Pay FIB - Female
760       5 Pay MIB - Male
761       5 Pay MIB - Female
762       18 Month Pay MIB - Male
763       18 Month Pay MIB - Female
764       3 Pay MIB - Male
765       3 Pay MIB - Female
766       10 Pay MIB - Male
767       10 Pay MIB - Female









============================================================================

                                Page 24


<PAGE>
<PAGE>

                                   SCHEDULE B
                                   ----------

                      EXPENSE AND COMMISSION ALLOWANCES
                      ---------------------------------


The Company will report to the Reinsurer using modal gross premiums as
collected. Coinsurance allowances are the Reinsurer's share of commissions,
expenses and premium taxes as outlined below. The Reinsurer will not
reimburse the Company for any dividends paid under the Policies.

The Reinsurer will reimburse the Company the Reinsurer's Proportionate Share
of the Expense Allowances set forth in Item 1 below, and Reinsurer will
reimburse the Company for the Reinsurer's Proportionate Share of the amounts
arising under Items 2 and 3:

<TABLE>
<CAPTION>
1.       Expense                                     Year 1        Year 2 and after
         -------                                     ------        ----------------
         <S>                                       <C>           <C>
         Premium                                     3.5%          2.5%
         Per Premium paying Policy in force          $3.00/mo.     $3.00/mo.
         Per non-Premium paying Policy in force      $1.50/mo.     $1.50/mo.
         Premium taxes actually paid*                2.0%          2.0%
<FN>
         * Includes provision for guaranty fund assessments and license
           fees, arising from Premium under the Policies, actually paid by
           the Company.
</TABLE>

2.       Agent commissions attributable to Premium and actually paid on the
         the Policies according to the attached Exhibit B.

3.       Marketing fees actually paid to North America Life Insurance Company
         of Texas on the Policies according to the attached Exhibit A.


                                       25

<PAGE>
<PAGE>

<TABLE>
----------------------------------------------------------------------------------------------------------------------------------
Exhibit A
---------
----------------------------------------------------------------------------------------------------------------------------------
NAL Marketing Fees
----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Plan Type      Premium      Issue      Marketing Fee                  Plan Type      Premium      Issue      Marketing Fee
               Period       Age                                                      Period       Age
----------------------------------------------------------------------------------------------------------------------------------
                                       Male       Female                                                     Male       Female
----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>          <C>        <C>        <C>                 <S>            <C>          <C>        <C>        <C>
SP                          0-50       25.0%      30.0%               MIB            60 months    0-50       3.0%       7.0%
----------------------------------------------------------------------------------------------------------------------------------
                            51-60      17.5%      23.5%                                           51-60      0.0%       2.0%
----------------------------------------------------------------------------------------------------------------------------------
                            61-70      15.5%      22.5%                                           61-70      0.0%       2.0%
----------------------------------------------------------------------------------------------------------------------------------
                            71-80      1.0%       8.0%                                            71-80      n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------
                            81-90      0.0%       0.0%                                            81-90      n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------
                            91+        0.0%       0.0%                                            91+        n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
FIB/ALI        18 months    0-50       14.5%      19.5%                              120 months   0-50       0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            51-60      4.5%       13.0%                                           51-60      0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            61-70      6.5%       14.5%                                           61-70      0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            71-80      0.0%       4.0%                                            71-80      n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------
                            81-90      n/a        n/a                                             81-90      n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------
                            91+        n/a        n/a                                             91+        n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
               36 months    0-50       16.0%      19.5%               AB             60 months    0-50       9.0%       12.0%
----------------------------------------------------------------------------------------------------------------------------------
                            51-60      7.0%       12.0%                                           51-60      0.5%       5.0%
----------------------------------------------------------------------------------------------------------------------------------
                            61-70      32.5%      40.5%                                           61-70      21.0%      29.0%
----------------------------------------------------------------------------------------------------------------------------------
                            71-80      44.0%      56.5%                                           71-80      25.5%      39.0%
----------------------------------------------------------------------------------------------------------------------------------
                            81-90      36.5%      51.5%                                           81-90      12.0%      28.5%
----------------------------------------------------------------------------------------------------------------------------------
                            91+        12.0%      31.5%                                           91+        n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
               60 months    0-50       10.0%      14.0%                              120 months   0-50       0.0%       0.5%
----------------------------------------------------------------------------------------------------------------------------------
                            51-60      1.5%       7.0%                                            51-60      3.0%       9.0%
----------------------------------------------------------------------------------------------------------------------------------
                            61-70      22.0%      31.0%                                           61-70      17.0%      28.0%
----------------------------------------------------------------------------------------------------------------------------------
                            71-80      26.5%      41.0%                                           71-80      7.0%       24.0%
----------------------------------------------------------------------------------------------------------------------------------
                            81-90      13.0%      30.5%                                           81-90      10.0%      31.5%
----------------------------------------------------------------------------------------------------------------------------------
                            91+        n/a        n/a                                             91+        n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
               84 months    0-50       0.0%       0.0%                FPA            18 months    0-50       0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            51-60      0.0%       3.5%                                            51-60      0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            61-70      9.0%       17.0%                                           61-70      0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            71-80      6.5%       20.5%                                           71-80      0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            81-90      2.5%       20.2%                                           81-90      n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------
                            91+        n/a        n/a                                             91+        n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
               120 months   0-50       0.0%       0.0%                               36 months    0-50       0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            51-60      2.0%       8.0%                                            51-60      0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            61-70      16.0%      27.0%                                           61-70      0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            71-80      6.0%       23.0%                                           71-80      0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            81-90      9.0%       30.5%                                           81-90      0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            91+        n/a        n/a                                             91+        0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------


                                       26

<PAGE>
<PAGE>

<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Exhibit A
---------
----------------------------------------------------------------------------------------------------------------------------------
NAL Marketing Fees
----------------------------------------------------------------------------------------------------------------------------------

Plan Type      Premium      Issue      Marketing Fee                  Plan Type      Premium      Issue      Marketing Fee
               Period       Age                                                      Period       Age
----------------------------------------------------------------------------------------------------------------------------------
                                       Male       Female                                                     Male       Female
----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>          <C>        <C>        <C>                 <S>            <C>          <C>        <C>        <C>
MIB            18 months    0-50       3.0%       7.0%                               60 months    0-50       0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            51-60      0.0%       2.0%                                            51-60      0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            61-70      0.0%       5.0%                                            61-70      0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            71-80      0.0%       0.0%                                            71-80      0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            81-90      n/a        n/a                                             81-90      0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------
                            91+        n/a        n/a                                             91+        0.0%       0.0%
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
               36 months    0-50       3.0%       7.0%                               120 months   0-50       n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------
                            51-60      0.0%       2.0%                                            51-60      n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------
                            61-70      0.0%       5.0%                                            61-70      n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------
                            71-80      0.0%       0.0%                                            71-80      n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------
                            81-90      0.0%       0.0%                                            81-90      n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------
                            91+        0.0%       0.0%                                            91+        n/a        n/a
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       27

<PAGE>
<PAGE>

                                 EXHIBIT B
                            COMMISSION SCHEDULE

The following Commission Allowance percentages apply to the Face Amount of
the policy. In addition to the amounts shown below a renewal Commission
Allowance shall be paid equal to 2% times the initial Face Amount of the
policy for a period of five years on anniversary of each inforce policy
except that no renewal commissions will be paid for policies issued under
the FPA plan. The term "n/a" below means that no Commission Allowance will
be paid.

<TABLE>
<CAPTION>
                 Premium    Issue   Commission Allowance                               Premium    Issue   Commission Allowance
Plan Type        Period      Age     Male       Female                Plan Type        Period      Age     Male       Female

<S>            <C>          <C>      <C>        <C>                   <S>            <C>          <C>      <C>        <C>
SP                           0-50      25.0%      25.0%               MIB             60 months    0-50      24.0%      24.0%
                            51-60      25.0%      25.0%                                           51-60      20.5%      24.0%
                            61-70      21.0%      21.0%                                           61-70      17.0%      20.0%
                            71-80      21.0%      21.0%                                           71-80    n/a        n/a
                            81-90       9.0%      15.0%                                           81-90    n/a        n/a
                             91+        0.0%       5.0%                                            91+     n/a        n/a

FIB/ALI         18 months    0-50      25.0%      25.0%                              120 months    0-50      10.0%      12.5%
                            51-60      25.0%      25.0%                                           51-60       8.5%      10.5%
                            61-70      21.0%      21.0%                                           61-70       6.0%       8.0%
                            71-80      16.0%      21.0%                                           71-80    n/a        n/a
                            81-90    n/a        n/a                                               81-90    n/a        n/a
                             91+     n/a        n/a                                                91+     n/a        n/a

                36 months    0-50      25.0%      25.0%               AB              60 months    0-50      24.0%      24.0%
                            51-60      25.0%      25.0%                                           51-60      24.0%      24.0%
                            61-70      21.0%      21.0%                                           61-70      20.0%      20.0%
                            71-80      21.0%      21.0%                                           71-80      20.0%      20.0%
                            81-90      17.0%      17.0%                                           81-90      16.0%      16.0%
                             91+       17.0%      17.0%                                            91+     n/a        n/a

                60 months    0-50      25.0%      25.0%                              120 months    0-50      20.5%      24.0%
                            51-60      25.0%      25.0%                                           51-60      24.0%      24.0%
                            61-70      21.0%      21.0%                                           61-70      20.0%      20.0%
                            71-80      21.0%      21.0%                                           71-80      20.0%      20.0%
                            81-90      17.0%      17.0%                                           81-90      16.0%      16.0%
                             91+     n/a        n/a                                                91+     n/a        n/a

                84 months    0-50      20.0%      25.0%               FPA             18 months    0-50       5.5%       6.0%
                            51-60      19.5%      25.0%                                           51-60       5.5%       6.0%
                            61-70      21.0%      21.0%                                           61-70       5.0%       6.0%
                            71-80      21.0%      21.0%                                           71-80       4.5%       6.0%
                            81-90      17.0%      17.0%                                           81-90       1.5%       3.5%
                             91+     n/a        n/a                                                91+        0.0%       0.0%

               120 months    0-50      20.5%      24.5%                               36 months    0-50       5.5%       6.0%
                            51-60      25.0%      25.0%                                           51-60       5.0%       6.0%
                            61-70      21.0%      21.0%                                           61-70       4.5%       6.0%
                            71-80      21.0%      21.0%                                           71-80       1.5%       3.5%
                            81-90      17.0%      17.0%                                           81-90    n/a        n/a
                             91+     n/a        n/a                                                91+     n/a        n/a

MIB             18 months    0-50      24.0%      24.0%                               60 months    0-50       9.0%      10.0%
                            51-60      20.5%      24.0%                                           51-60       9.0%      10.0%
                            61-70      18.0%      20.0%                                           61-70       6.0%      10.0%
                            71-80      10.0%      15.0%                                           71-80       6.0%      10.0%
                            81-90    n/a        n/a                                               81-90       2.0%       4.0%
                             91+     n/a        n/a                                                91+        0.0        0.0%

                36 months    0-50      24.0%      24.0%                              120 months    0-50    n/a        n/a
                            51-60      20.5%      24.0%                                           51-60    n/a        n/a
                            61-70      18.0%      20.0%                                           61-70    n/a        n/a
                            71-80      10.0%      15.0%                                           71-80    n/a        n/a
                            81-90       0.0%       5.0%                                           81-90    n/a        n/a
                             91+        0.0%       0.0%                                            91+     n/a        n/a

</TABLE>
                                     28

<PAGE>
<PAGE>

                                   EXHIBIT C

                               POLICIES EXCLUDED

Policies issued by the Ceder on and after the Coinsurance Effective Date
under the described insurance plans and within the described age ranges will
not be reinsured hereunder:

     1. all 18 month pay products with issue ages over age 80;
     2. 5 year pay MIB plans with issue ages over age 70;
     3. 10 year pay MIB plans with issue ages over age 70; and
     4. 10 year annuity plans (FPA) at all issue ages.

                                       29

<PAGE>
<PAGE>


                                   SCHEDULE C
                                   ----------

                            PROCEDURES FOR REPORTING
                            ------------------------


The Company will maintain adequate records to administer the reinsurance
accounts and will cede reinsurance under this Agreement on a bordereau
self-administration basis. The Company will provide the Reinsurer with an
activity report on computer disk or other mutually agreed upon electronic
media, substantially in conformity with the following:

A)   MONTHLY NEW BUSINESS AND RENEWALS PREMIUM STATEMENT

     The Company will provide the Reinsurer with a report of all
     reinsurance policies issued or renewing during the past month(s)
     accompanied by reinsurance premiums for such policies which should
     include the following:

1)   The report should be segregated into first year issues and renewals and
     each segment should state the gross premium, allowances and resultant
     net premium due for each life insurance policy.

2)   Premium due for supplemental benefits should be stated separately.

3)   transaction code               11)   plan of insurance
4)   transaction effective date     12)   policy amount
5)   policy number                  13)   reinsurance amount
6)   insured's name: surname        14)   net amount at risk
                     first name     15)   country/state of residence
                     middle initial 16)   DWP, ADB, Rider reinsurance
7)   date of birth                        amount (if applicable)
8)   sex
9)   issue age
10)  policy issue date

B)   MONTHLY ADJUSTMENT REPORT

     The Company will report the details of all policy terminations and
     changes on the reinsurance policies. In addition to the information in
     A above, the report should provide information about the type of
     change, the effective date, and the monetary result of the change with
     respect to reinsurance. A report of commission chargebacks should be
     included.
                                       30

<PAGE>
<PAGE>


C)   MONTHLY POLICY EXHIBIT REPORT

     The Company will provide a summary of new issues, terminations,
     recaptures, changes, death claims and reinstatements during the
     month(s) and the inforce reinsurance at the end of the month.

D)   QUARTERLY IN FORCE AND RESERVE LISTING

     Within 30 days after the close of each calendar year, the Company will
     furnish the Reinsurer with a list of reinsurance by policy that should
     include the following information:

             1)     5 through 16 in A) above
             2)     Reinsured statutory reserve
             3)     Summary of due, deferred and advance premiums

     Within 15 days after the close of each calendar quarter, other than
     year end, the Company will furnish the Reinsurer with a summary of the
     reinsurance in force and statutory reserves.

                                       22




<PAGE>
<PAGE>

                                   SCHEDULE D
                                   ----------

                           REINSURANCE PREMIUM RATES
                           -------------------------

Part I     Life

           A)  Coinsurance: Male/Female, Fully Insured Benefit Plan (FIB),
               18 Month, 3 Year, 5 Year, and 10 Year Plans, Accelerated
               Benefit Plan (AB), 5 Year and 10 Year.

Part II    Disability Waiver of Premium

           Not Applicable

Part III   Accidental Death Benefit

           Not Applicable


                                       31

<PAGE>
<PAGE>

<TABLE>
Memorial Service Life                                      Memorial Account Deposit Factors
Insurance Company                                            Fully Insured Benefit Plan (FIB)
                                                           Not Valid for Missouri or Florida. Effective 7/9/99

<S>                                                        <C>
----------------------------------                         ----------------------------------
            18 MONTH                                                    5 YEAR
         (SAME AS CASH)                                    ----------------------------------
----------------------------------                         PRESENT  DEPOSIT  PRESENT  DEPOSIT
                                                             AGE     FACTOR    AGE     FACTOR
PRESENT AGE        DEPOSIT FACTOR                          ----------------------------------
----------------------------------                          0-55    .01667      71     .0298
    0-85                .05556                              56       .0200      72     .0304
----------------------------------                          57       .0206      73     .0310
----------------------------------                          58       .0212      74     .0319
             3 YEAR                                         59       .0218      75     .0331
----------------------------------                          60       .0223      76     .0338
PRESENT  DEPOSIT  PRESENT  DEPOSIT                          61       .0231      77     .0355
  AGE     FACTOR    AGE     FACTOR                          62       .0235      78     .0372
----------------------------------                          63       .0238      79     .0384
 0-60    .02778      78     .0588                           64       .0245      80     .0392
 61       .0333      79     .0599                           65       .0251      81    .03932
 62       .0359      80     .0610                           66       .0263      82    .03945
 63       .0385      81     .0621                           67       .0270      83    .03957
 64       .0407      82     .0632                           68       .0276      84    .03966
 65       .0417      83     .0643                           69       .0284      85    .03970
 66       .0437      84     .0648                           70       .0293
 67       .0449      85     .0650                          ----------------------------------
 68       .0459      86     .0676
 69       .0472      87     .0687
 70       .0487      88     .0698                          ----------------------------------
 71       .0495      89     .0710                                        10 YEAR
 72       .0506      90     .0724                          ----------------------------------
 73       .0515      91     .0738                          PRESENT  DEPOSIT  PRESENT  DEPOSIT
 74       .0531      92     .0752                            AGE     FACTOR    AGE     FACTOR
 75       .0550      93     .0766                          ----------------------------------
 76       .0562      94     .0780                           0-50    .00834      65     .0157
 77       .0577      95     .0794                           51-55    .0111      66     .0160
----------------------------------                          56       .0116      67     .0164
                                                            57       .0120      68     .0167
                                                            58       .0125      69     .0170
For examples, assume $5,000 Memorial Account and            59       .0129      70     .0174
5-year plan selected by a 65-year old individual.           60       .0134      71     .0176
                                                            61       .0139      72     .0179
Example 1:                                                  62       .0143      73     .0182
More than $500 total initial application and delivery       63       .0148      74     .0185
deposits made.                                              64       .0152      75     .0188
                                                           ----------------------------------
Total Memorial Account                $5,000
Initial app. & delivery deposit       -1,000
                                     -------
Balance for 5-year plan                4,000
Deposit factor                        x.0251
                                     -------
Monthly deposit amount               $100.40
                                     =======

Example 2:
Less than $500 total initial application and delivery
deposits made.

Total Memorial Account                $5,000
Deposit factor                        x.0251
                                     -------
                                     $125.50
                                     =======
</TABLE>


<TABLE>
Memorial Service Life                            Memorial Account Deposit Factors
Insurance Company                                     Accelerated Benefit Plan (AB)
                                                 Not Valid for Missouri or Florida. Effective 7/9/99
<S>                                              <C>
----------------------------------               ----------------------------------
              5 YEAR                                           10 YEAR
----------------------------------               ----------------------------------
PRESENT  DEPOSIT  PRESENT  DEPOSIT               PRESENT  DEPOSIT  PRESENT  DEPOSIT
  AGE     FACTOR    AGE     FACTOR                 AGE     FACTOR    AGE     FACTOR
----------------------------------               ----------------------------------
 0-55     .0185      76     .0338                 0-55     .0111      71     .0176
 56       .0200      77      .035                 56       .0116      72     .0179
 57       .0206      78     .0372                 57       .0120      73     .0182
 58       .0212      79     .0384                 58       .0125      74     .0185
 59       .0218      80     .0392                 59       .0129      75     .0188
 60       .0223      81    .03932                 60       .0134      76     .0193
 61       .0231      82    .03945                 61       .0139      77     .0198
 62       .0235      83    .03957                 62       .0143      78     .0204
 63       .0238      84    .03966                 63       .0148      79     .0209
 64       .0245      85    .03970                 64       .0152      80     .0214
 65       .0251      86    .04098                 65       .0157      81     .0219
 66       .0263      87    .04230                 66       .0160      82     .0224
 67       .0270      88    .04366                 67       .0164      83     .0229
 68       .0276      89    .04510                 68       .0167      84     .0235
 69       .0284      90    .04666                 69       .0170      85     .0240
 70       .0293      91    .04783                 70       .0174
 71       .0298      92    .04934                ---------------------------------
 72       .0304      93    .05156                   For examples, assume $5,000
 73       .0310      94    .05513                   Memorial Account and 5-year
 74       .0319      95    .06108                  plan selected by a 65-year old
 75       .0331                                              individual.
----------------------------------
</TABLE>

Example 1:
More than $500 total initial    Total Memorial Account                $5,000
application and delivery        Initial app. & delivery deposit       -1,000
deposits made.                                                       -------
                                Balance for 5-year plan                4,000
                                Deposit factor                        x.0251
                                                                     -------
                                Monthly deposit amount               $100.40
                                                                     =======

Example 2:
Less than $500 total initial
application and delivery        Total Memorial Account                $5,000
deposits made.                  Deposit factor                        x.0251
                                                                     -------
                                Monthly deposit amount               $125.50
                                                                     =======

                                     32

<PAGE>
<PAGE>

                                 SCHEDULE E
                                 ----------

                      THIRD PARTY REINSURANCE LISTING
                      -------------------------------


10% of the Policies are reinsured to North America Life Insurance Company
of Texas.




                                     33

<PAGE>
<PAGE>

                                   SCHEDULE F
                                   ----------


                                 PRIVACY NOTICE
                                       OF
                  HANNOVER LIFE REASSURANCE COMPANY OF AMERICA

The Financial Services Modernization Act of 1999/Gramm-Leach-Bliley ("GLB")
requires financial institutions to formalize the manner in which they ensure
that consumer information is protected and remains private. In accordance with
GLB, Hannover Life Reassurance Company of America ("HLR America") has adopted
this privacy notice, which sets forth HLR America's policy for information
gathering and dissemination with respect to nonpublic personal information.
As the privacy notice confirms, the customer information received by HLR
America cannot be disclosed to any third party unaffiliated with HLR America,
except as permitted by law.


                                 PRIVACY POLICY

Nonpublic Personal Information HLR America May Collect
------------------------------------------------------

Most of the personal information HLR America collects is obtained from
insurance companies or third party administrators. HLR America collects this
information in order to service and administer transactions and business
reinsured from insurance companies, and to carry out other business functions
that are permitted or required under state or Federal law. The type of
information HLR America collects depends on the type of product or service
being provided. The types of information that HLR America may collect include:

     *  Information we receive from insurance companies and third party
        administrators that was provided as part of the application and
        underwriting process, such as name, address, social security number,
        birth date, assets, income and health history.

     *  Information we receive from other sources such as consumer reporting
        agencies, banks, employers, or doctors.

     *  Information about an individual's transactions or experiences with
        our us or our affiliates, such as insurance coverage, transaction
        history, premium payments and claims history.

     *  Information about an individual's health condition that we obtain
        from health care providers. Health information is collected as
        deemed appropriate to determine eligibility for coverage, to process
        claims, to prevent fraud, and as authorized by the individual or as
        otherwise permitted or required by law.

                                       34

<PAGE>
<PAGE>

Nonpublic Personal Information HLR America May Disclose And To Whom HLR America
-------------------------------------------------------------------------------
May Disclose Such Information
-----------------------------

HLR America may disclose all the personal information we collect. We may share
personal information in the following types of situations:

     *  We may disclose all the personal information we collect to service
        providers, such as third party administrators, data processing
        companies, reinsurers, retrocessionaires and other entities that assist
        us in providing products and service to you or on your behalf.

     *  We may disclose all the personal information we collect to companies
        with which we have marketing arrangements, such as companies that help
        us market our products and services; and other entities with which
        we have joint marketing arrangements to jointly endorse or offer
        financial products or services.

     *  We may disclose personal information to our affiliates to assist us in
        administering your business or to offer you other products or services
        that we think may be of interest to you.

     *  We may disclose personal information we collect to unaffiliated third
        parties for marketing or other purposes, unless you have opted out as
        described below. Such unaffiliated third parties may include, among
        others, insurance companies, reinsurers, actuaries, consultants,
        administrators and others who may want to offer their products or
        services to you.

     *  We may disclose health information to determine eligibility for
        coverage, to process claims, to prevent fraud, and as authorized by
        you, or as otherwise permitted or required by law.

     *  We may disclose all the information we collect as permitted or required
        by law. For example, we may disclose information to law enforcement
        agencies or state insurance authorities.

Change in Privacy Policy
------------------------

HLR America reserves the right to modify or supplement this Privacy Policy
at any time. If we make material changes, we will provide current customers
with a revised notice that describes our new practices and will give them a
reasonable opportunity to opt out of the disclosure of information under the
revised Privacy Policy.

Our Security Procedures
-----------------------

We maintain procedures and technology designed to prevent unauthorized access
to personal information. We maintain physical, electronic and procedural
protections in accordance with applicable standards to protect personal
information. We restrict access to personal information to

                                 35

<PAGE>
<PAGE>

employees, reinsurers, retrocessionaires, third party administrators and
others for legitimate business purposes and who need to know such information
to assist in providing products and services to you.

Opting Out
----------

We are committed to protecting personal information, and to using or sharing
it in ways that will improve or expand upon the products and services we
provide to you. You are a valued customer and as such, you should know that
you may request through an opt-out response that we not share certain
information. In doing so, you may direct us at any time not to disclose
information to unaffiliated third parties and we will comply with such
direction; provided, however, that we may continue to share personal
information under a servicing or joint marketing arrangement with an outside
company or as otherwise permitted or required by law.

HLR America affiliated companies may share among themselves personal
information. If you prefer that we not share this information with them, you
may request through an opt-out response that we not share certain information.
As permitted by the Fair Credit Reporting Act, however, we may continue
to share with other affiliated companies information that relates to our
experiences or transactions with you.

If you wish to opt out of the sharing of information, you may complete the
attached opt-out response form and deliver it to us.

                             * * * * * * *

The practices and policies contained in this Privacy Notice, which contains
HLR America's Privacy Policy, replace all previous notices, policies or
statements with respect to the subject matter hereof.

                                   36

<PAGE>
<PAGE>

                           HLR AMERICA PRIVACY POLICY

                                  OPT-OUT FORM


Please complete the required information and follow the instructions below in
order to opt out of certain information sharing as described in the HLR America
Privacy Notice, which contains HLR America's Privacy Policy.

Customer Name:
              ---------------------------------------------------------

Street Address:
               --------------------------------------------------------

City:                             State:            Zip Code:
     ----------------------------       -----------          ----------

Telephone:                        Facsimile:
          -----------------------           ---------------------------

       SHARING PERSONAL INFORMATION WITH UNAFFILIATED THIRD PARTIES: Do not
------
share personal information with unaffiliated third parties as described in
the HLR America Privacy Notice, which contains HLR America's Privacy Policy.

       SHARING INFORMATION WITH HLR AMERICA AFFILIATES: Do not share
------
information with HLR America affiliates as described in the HLR America Privacy
Notice, which contains HLR America's Privacy Policy.

Instructions

If you wish to opt out of the sharing of information, please check the box(es)
above to indicate what type(s) of sharing you would like to limit. Also,
please print clearly the other identifying information requested above.

Please mail your completed form to us at the following address:

Hannover Life Reassurance Company of America
800 N. Magnolia Avenue, Suite 1400
Orlando, Florida 32803
Attn: Compliance

                                       37