EXECUTION COPY REINSURANCE AGREEMENT THIS REINSURANCE AGREEMENT (this "AGREEMENT"), dated as of April 1, 2001, is entered into by and between FORTIS BENEFITS INSURANCE COMPANY, a Minnesota stock life insurance company (the "COMPANY"), and HARTFORD...

EXECUTION COPY

REINSURANCE AGREEMENT

THIS REINSURANCE AGREEMENT (this "AGREEMENT"), dated as of April 1, 2001,

is entered into by and between FORTIS BENEFITS INSURANCE COMPANY, a Minnesota

stock life insurance company (the "COMPANY"), and HARTFORD LIFE AND ANNUITY

INSURANCE COMPANY, a Connecticut stock life insurance company ("REINSURER").

WHEREAS, the Company is engaged in the sale, marketing, underwriting,

issuance and administration of certain life insurance policies and annuity

contracts (the "BUSINESS"); and

WHEREAS, the Company and Reinsurer are parties to that certain Asset

Purchase Agreement dated January 25, 2001 (the "PURCHASE AGREEMENT"), by and

among Fortis, Inc., Fortis Benefits Insurance Company, Fortis Insurance Company,

First Fortis Life Insurance Company, Houston National Life Insurance Company,

Xxxx Xxxxx Life Insurance Company (collectively, the "SELLER PARTIES"), Hartford

Life, Inc., Hartford Life and Annuity Insurance Company, and Hartford Life

Insurance Company, pursuant to which, among other things, the Seller Parties

have agreed to sell and transfer to Reinsurer, and Reinsurer has agreed to

purchase and assume, certain assets and liabilities used in or related to the

operations of the Business subject to the terms, conditions and limitations

contained therein; and

WHEREAS, in connection with such sale and transfer of assets and

liabilities, the parties desire that the Company cede 100% of the Reinsured

Liabilities (as defined below) under the Reinsured Contracts (as defined below)

to Reinsurer, and Reinsurer desires to reinsure the Reinsured Liabilities, on

the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises and covenants set

forth herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to

be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS

As used herein and in the Schedules hereto, each of the following terms has

the meaning set forth below (such meaning to be equally applicable to both the

singular and plural forms of the term defined).

"ADJUSTED STATUTORY LIABILITIES" has the meaning set forth in the Purchase

Agreement.

"ADMINISTRATIVE SERVICES" has the meaning set forth in the Administrative

Services Agreement.

"AFFILIATE" means, with respect to any Person, at any relevant time, any

other Person controlling, controlled by or under common control with such

Person.

"ADMINISTRATIVE SERVICES AGREEMENT" means that certain Administrative

Services Agreement, dated as of the date hereof, by and between the Company and

Reinsurer, providing for the servicing and support of the Reinsured Contracts.

"AGENTS DEBIT BALANCES" means, with respect to the Company, the aggregate

of all agents balances and advanced Commissions owed to the Company with respect

to the Reinsured Contracts, determined in accordance with Applicable SAP and

appropriately includable on lines 2.1 and 0501 of Exhibit 13 of the NAIC Annual

Statement Blank or in comparable line items in successor NAIC annual statement

blanks.

"AGREEMENT" means this Reinsurance Agreement and all Schedules hereto, as

the same may be supplemented, modified or amended from time to time.

"APPLICABLE SAP" means the statutory accounting principles, consistently

applied, as prescribed or permitted by the insurance regulatory authorities in

the state of the Company's state of domicile.

"ASSERTED LIABILITY" has the meaning set forth in Section 5.3.

"BUSINESS DAY" means any day other than a Saturday, Sunday, a day on which

banking institutions in the States of New York and Connecticut are permitted or

obligated by Law to be closed, or a day on which the New York Stock Exchange is

closed for trading.

"CLAIMS NOTICE" has the meaning set forth in Section 5.3.

"COMMISSIONS" mean all commissions, expense allowances, benefit credits and

other fees and compensation payable to producers, agents, brokers or other such

sales representatives.

"COMPANY INDEMNITEES" has the meaning set forth in Section 5.1.

"COMPANY RETAINED LIABILITIES" means all liabilities or obligations of any

character or nature (whether known or unknown, absolute or contingent, disclosed

or undisclosed) that are not Reinsured Liabilities or otherwise required to be

paid by Reinsurer to the Company pursuant to the express terms and conditions of

this Agreement or the Administrative Services Agreement. By way of illustration

but without limitation to or exclusion of any category of Company Retained

Liability not specifically enumerated herein, the Company Retained Liabilities

shall include any liability or

obligation arising from any of the following: (a) Premium taxes due in

respect of Premiums paid prior to the date hereof or on account of the

Premiums Receivable; (b) the Excluded Assets or Excluded Contracts (each of

which is defined in the Purchase Agreement); (c) Litigation against the

Company with respect to the Business that is pending on the date hereof or

that arises with respect to events occurring prior to the date hereof; (d)

any Seller Extra Contractual Obligations; and (d) any income Taxes of the

Company resulting from the transfer or assignment to Reinsurer of the

Transferred Investment Assets, Net Transfer Amount or Purchased Assets (each

of which are defined in the Purchase Agreement).

"CONTRACT" means any written or oral agreement, arrangement, commitment,

contract, indenture, lease, obligation, plan, understanding or undertaking of

any kind or character to which a party hereto is a party or that is binding on

any such party or its assets or business.

"CONTRACT STATES" means those jurisdictions listed on SCHEDULE 1.1 hereto.

"CONTRACTHOLDER" means the owner of a Reinsured Contract.

"DAC TAX REIMBURSEMENT" has the meaning set forth in Section 3.10(b).

"EFFECTIVE DATE" means, (i) with respect to each Existing Reinsured

Contract, 12:01 a.m. on the date of this Agreement, and (ii) with respect to

each New Reinsured Contract, the date and time after 12:01 a.m. on the date of

this Agreement upon which the Company's obligations under such New Reinsured

Contract begin.

"EXISTING REINSURED CONTRACTS" means only those contracts of insurance and

annuities described on SCHEDULE 1.2 that have been issued or reinsured by the

Company in connection with the Business and are in force on the date hereof, or

have been applied for prior to the date hereof, or are subject to being renewed

or reinstated in accordance with their terms on the date hereof, together with

all related binders, slips and certificates (including applications therefor and

all supplements, endorsements, riders and agreements in connection therewith).

SCHEDULE 1.3 lists the individual policy number for each such insurance or

annuity contract that was an Existing Reinsured Contract as of the close of

business on the third Business Day immediately preceding the date of this

Agreement.

"EXTRA CONTRACTUAL OBLIGATIONS" means all claims, actions, suits,

liabilities, obligations or losses, other than Reinsured Liabilities, arising

under the Reinsured Contracts including, without limitation, obligations or

losses in excess of the contractual policy benefits of the applicable Reinsured

Contract, any liability for fines, fees, penalties, punitive, special, exemplary

or other form of extra-contractual damages, which claims, actions, suits,

liabilities, obligations or losses arise from any act, error or omission,

whether or not intentional, negligent, in bad faith or otherwise relating to:

(i) the design, marketing, sale, underwriting, rating of or rates chargeable

under, issuance, cancellation or administration of the Reinsured Contracts; (ii)

the investigation, defense,

trial, settlement or handling of claims, benefits, dividends or payments

under the Reinsured Contracts; or (iii) the failure to pay, the delay in

payment, or errors in calculating or administering the payment of benefits,

claims, dividends or any other amounts due or alleged to be due under the

Reinsured Contracts.

"GENERAL ACCOUNT RESERVES" means, with respect to the Company, the amount

of the reserves (other than any amount of reserves for Litigation or other

Company Retained Liabilities) of the Business determined in accordance with

Applicable SAP and appropriately includable in line items 1, 2, 3, 4.1, 4.2, 5,

10.1, 10.2 and 10.3 of the Liabilities, Surplus and Other Funds page of the NAIC

Annual Statement Blank or in comparable line items in successor NAIC annual

statement blanks.

"GOVERNMENTAL AUTHORITY" means any federal, state, county, local, foreign

or other governmental or public agency, instrumentality, commission, authority,

self-regulatory organization, board or body, including, without limitation, the

SEC, NASD and any state insurance regulatory authority.

"INDEMNIFIED PARTY" has the meaning set forth in Section 5.3.

"INDEMNIFYING PARTY" has the meaning set forth in Section 5.3.

"LAW" means any federal, state, local or foreign code, law, statute,

ordinance, regulation, rule, reporting or licensing requirement, policy,

guideline, administrative interpretation or other requirement of a

Governmental Authority (including those of the SEC, NASD, NAIC, any

self-regulatory organization or any state insurance department) applicable to

the parties hereto, or any of their respective Affiliates, properties,

assets, officers, directors, employees or agents, as the case may be.

"LITIGATION" means any action, cause of action (whether at law or in

equity), arbitration, claim or complaint by any Person alleging potential

liability, wrongdoing or misdeed of another Person (other than claims for policy

benefits in the ordinary course of business), or any administrative or other

similar proceeding, criminal prosecution or investigation by any Governmental

Authority alleging potential liability, wrongdoing or misdeed of another Person.

"LOSS" means any action, claim, loss, liability, damage, deficiency, cost,

expense (including reasonable fees and expenses of attorneys, actuaries,

accountants and other consultants), interest or penalty.

"MARKETING AGREEMENT" means that certain Agreement, dated as of the date

hereof, by and between the Company and Reinsurer, providing for, among other

things, the Company to provide certain marketing services on behalf of

Reinsurer.

"NAIC ANNUAL STATEMENT BLANK" means the form of annual statement for life

and accident and health insurance companies--association edition, as prescribed

by the NAIC, that was in effect for year-end 1999 filings.

"NEW REINSURED CONTRACTS" means all of those contracts of life insurance

and annuities described on SCHEDULE 1.2 that are issued by the Company after the

date hereof pursuant to the Marketing Agreement, together with all contracts of

life insurance issued by the Company after the date hereof pursuant to Section

2.9 hereof.

"NON-GUARANTEED ELEMENTS" mean cost of insurance charges, loads and expense

charges, credited interest rates, mortality and expense charges, participating

policy dividends, administrative expense risk charges, variable Premium rates

and variable paid-up amounts, as applicable, under the Reinsured Contracts.

"PERSON" means any individual, corporation, partnership, firm, joint

venture, limited liability company, association, joint-stock company, trust,

unincorporated organization, governmental, judicial or regulatory body,

division, business unit or other entity.

"POLICY LOAN RECEIVABLES" means, with respect to the Company, the aggregate

principal and accrued interest thereon of all policy loans with respect to the

Reinsured Contracts, determined in accordance with Applicable SAP and

appropriately includable on lines 5 and 17 of the Assets page of the NAIC Annual

Statement Blank or in comparable line items in successor NAIC annual statement

blanks.

"PREMIUMS" mean premiums, considerations, deposits and similar receipts

with respect to the Reinsured Contracts.

"PREMIUMS RECEIVABLE" means, with respect to the Company, the aggregate of

all Premiums receivable (including any due and deferred premiums) with respect

to the Reinsured Contracts, determined in accordance with Applicable SAP and

appropriately includable on lines 15 and 16 of the Assets page of the NAIC

Annual Statement Blank or in comparable line items in successor NAIC annual

statement blanks.

"REINSURANCE RECOVERABLES" means, with respect to the Company, the

aggregate of all amounts recoverable from reinsurers with respect to the

Reinsured Contracts, determined in accordance with Applicable SAP and

appropriately includable on lines 12.1, 12.2, 12.3 and 12.4 of the Assets page

of the NAIC Annual Statement Blank or in comparable line items in successor NAIC

annual statement blanks.

"REINSURED CONTRACTS" means collectively the Existing Reinsured Contracts

and the New Reinsured Contracts.

"REINSURED LIABILITIES" means all (i) liabilities of the types for which

amounts are included in the Adjusted Statutory Liabilities arising under or with

respect to the Reinsured Contracts, regardless of whether such liabilities arise

before, on or after the Effective Date, and (ii) all Extra Contractual

Obligations that arise out of acts or omissions by Reinsurer or any of their

respective directors, officers, employees,

Affiliates, agents or representatives which acts or omissions occur (or, in

the case of omissions, fail to occur) at any time on or after the date hereof.

"REINSURER INDEMNITEES" has the meaning set forth in Section 5.2.

"SELLER EXTRA CONTRACTUAL OBLIGATIONS" means all Extra Contractual

Obligations that arise out of acts or omissions occurring (or in the case of

omissions, failing to occur) at any time prior to the date hereof by the Company

or its directors, officers, employees, Affiliates, agents or representatives.

"SEPARATE ACCOUNT(S)" means the FBIC Separate Account C and FBIC Separate

Account D, each of which is a unit investment trust and is registered as an

investment company under the 1940 Act and was established by the Company

pursuant to applicable state insurance and federal securities Laws, with respect

to the Reinsured Contracts that are variable life insurance policies or variable

annuity contracts.

"SEPARATE ACCOUNT RECEIVABLES" means the aggregate amount owed by the

Separate Accounts to the Company determined in accordance with Applicable SAP

and appropriately includable on line 13A of the Liabilities, Surplus and Other

Funds page of the NAIC Annual Statement Blank or in comparable lines in

successor NAIC annual statement blanks.

"SEPARATE ACCOUNT REVENUES" means, for all Reinsured Contracts that are

variable life insurance policies or variable annuity contracts, the net cash

flows (including any change in the Separate Account Receivables) associated with

the Separate Accounts.

"TAX" means any federal, state, local, foreign or other income, premium,

payroll, withholding, excise, sales, use, gains, transfer, real and personal

property, use and occupation, capital stock, franchise or other tax, assessment

or governmental charge in the nature of a tax, including interest and penalties

thereon.

"THIRD PARTY CLAIM" has the meaning set forth in Section 5.4(a). "THIRD

PARTY CLAIMANT" has the meaning set forth in Section 5.4(a).

"TRUST AGREEMENT" means that certain Trust Agreement, dated as of the

date hereof, by and among the Company, Reinsurer and the Trustee.

"TRUSTEE" is defined in the Trust Agreement.

"TRUST RESERVES" means the General Account Reserves less the Separate

Account Receivables, the Policy Loan Receivables, the Premiums Receivable, the

Reinsurance Recoverables and the Agents Debit Balances.

"UNASSIGNED THIRD PARTY REINSURANCE AGREEMENTS" means the following

agreements that relate to reinsurance for the Reinsured Contracts, to the extent

that, as of

the date of this Agreement, any such agreement is not either assigned to

Reinsurer as contemplated by Section 5.10 of the Purchase Agreementor replaced

by a similar agreement between Reinsurer and the counterparty thereto:

(i) all of the Third Party Reinsurance Contracts of the Company

identified on Schedule 3.13 to the Purchase Agreement.

ARTICLE 2

COINSURANCE

2.1 COINSURANCE.

(a) As of the Effective Date, the Company hereby cedes to Reinsurer

and Reinsurer hereby accepts reinsurance on a coinsurance basis of one hundred

percent (100%) of the Reinsured Liabilities under the Reinsured Contracts, net

of any Third Party Reinsurance collected by the Company under any Unassigned

Third Party Reinsurance Agreements. The liability of Reinsurer under this

Agreement with respect to any Reinsured Contract will begin simultaneously with

that of the Company, but not prior to the Effective Date. It is understood and

agreed by the parties that in no event shall Reinsurer assume, or have any

responsibility or obligation for, any Company Retained Liabilities. Subject to

any termination that might occur pursuant to Section 6.2 hereof, Reinsurer's

liability with respect to any Reinsured Contract will terminate on the date the

Company's liability on such Reinsured Contract is terminated in accordance with

its terms. Termination of Reinsurer's liability herein is subject to the

Company's actual receipt of payments which discharge such liability in full in

accordance with the provisions of this Agreement. In no event shall the

interpretation of this Section 2.1 imply a unilateral right of Reinsurer to

terminate this Agreement.

(b) In no event shall such coinsurance be in force and binding unless

the underlying Reinsured Contract as issued by the Company is in force and

binding as of the Effective Date, or has lapsed but would be entitled to

reinstatement by its terms, as of the Effective Date, and is reinstated

thereafter in accordance with its terms.

coinsurance hereunder shall be maintained in force without reduction so long as

the Reinsured Contract remains in force without reduction. If there is a

reduction with respect to a Reinsured Contract, Reinsurer's liability with

respect thereto shall be equally reduced. If the Company collects Premiums in

arrears in connection with a reinstated Reinsured Contract, the Company shall

pay such Premiums to the Reinsurer.

(d) On and after the Effective Date, Reinsurer shall have the

responsibility of all payments for Reinsured Liabilities.

(e) The Company shall use all commercially reasonable efforts to

comply with directions from Reinsurer with respect to all matters affecting

Reinsurer's

reinsurance obligations hereunder, so long as such directions comply with all

applicable Laws and are not inconsistent with the provisions of this

Agreement or the Administrative Services Agreement.

2.2 PARTIES TO COINSURANCE. This Article 2 provides for indemnity

reinsurance solely between the Company and Reinsurer. The reinsurance under this

Agreement shall not create any right or legal relation between Reinsurer and the

Contractholder or insured under a Reinsured Contract.

2.3 SERVICING OF REINSURED CONTRACTS. The parties hereby agree that the

Reinsured Contracts shall be administered by Reinsurer or an Affiliate of

Reinsurer in accordance with the terms and conditions of the Administrative

Services Agreement.

2.4 MAINTENANCE OF RESERVES. Reinsurer shall maintain General Account

Reserves with respect to the Reinsured Contracts determined in accordance with

generally accepted actuarial standards and all applicable Laws, rules and

requirements for the filing of the Company's statutory financial reports in the

Company's state of domicile. All such General Account Reserves will be accounted

for by the Company as ceded reinsurance and by Reinsurer as coinsured

reinsurance.

2.5 CREDIT FOR CEDED REINSURANCE AND TRUST ACCOUNT.

(a) Reinsurer shall maintain all licenses or otherwise take any and

all action under its control for the Company to qualify for statutory

reinsurance credit for the Reinsured Liabilities in all Contract States in

which Reinsured Contracts are outstanding at any time.

(b) Simultaneously with the execution and delivery of this Agreement,

Reinsurer, the Company and the Trustee have executed and delivered the Trust

Agreement, pursuant to which Reinsurer has, on the date hereof, established a

trust account for the sole benefit of the Company. The parties agree that such

trust shall be treated as a "grantor trust" for federal income tax purposes, and

Reinsurer shall report all items of income, gain or loss with respect to the

assets held therein on its federal income tax return.

2.6 SEPARATE ACCOUNTS. The parties acknowledge and agree that certain of

the Reinsured Contracts are variable universal life insurance policies and

variable annuity contracts for which the Company has established the Separate

Account(s) pursuant to applicable state insurance and federal securities Laws.

The parties acknowledge and agree that the Separate Account liabilities are

being reinsured hereunder by Reinsurer on a 100% modified coinsurance basis, and

as a result the Company shall maintain the Separate Account reserves. The

parties also acknowledge and agree that it is the intent of the parties that (i)

the funds required to be maintained in such Separate Accounts shall continue to

be so maintained in such Separate Accounts of the Company, (ii) the General

Account Reserves shall be transferred to Reinsurer as described in Section

3.1(a) hereof, in the Purchase Agreement and in the Trust Agreement, and (iii)

pursuant to the

Administrative Services Agreement, Reinsurer shall perform all administrative

services required with respect to the Reinsured Contracts, including, without

limitation, administrative services with respect to such Separate Accounts

and the transfer of funds to and from the Separate Accounts.

2.7 CERTAIN POLICY ELEMENTS. From and after the Effective Date, Reinsurer

may make recommendations to the Company with respect to the Non-Guaranteed

Elements of the Reinsured Contracts. Subject to applicable Laws and the

Company's then existing procedures, the Company shall establish all

Non-Guaranteed Elements of the Reinsured Contracts taking into account the

recommendations of Reinsurer with respect thereto.

2.8 POLICY CHANGES. The Company agrees that after the Effective Date it

shall not make (a) any changes to the terms and conditions of a Reinsured

Contract, or (b) withdraw or terminate any form of Reinsured Contract on file

with any Governmental Authority, except in the case of either clause (a) or (b),

with the Reinsurer's prior written consent; PROVIDED, HOWEVER, that the Company

shall be entitled to make changes to a Reinsured Contract or withdraw or

terminate the form of a Reinsured Contract to the extent such action is required

by applicable Law or pursuant to the terms of the Reinsured Contract, and the

Company shall have given written notice thereof to the Reinsurer in advance of

taking such action.

2.9 CONVERSIONS. In addition to any New Reinsured Contracts that the

Company issues pursuant to the terms and conditions of the Marketing Agreement,

the Company shall issue individual life insurance coverage following the

exercise of conversion rights or similar coverage options by Contractholders in

accordance with the terms and conditions of the Reinsured Contracts giving rise

to such rights. Any coverage issued by the Company pursuant to such conversion

rights or coverage options shall be deemed a New Reinsured Contract for purposes

of this Agreement and the Administrative Services Agreement.

ARTICLE 3

PAYMENTS AND REPORTS

3.1 REINSURANCE PREMIUMS.

(a) As initial consideration for Reinsurer's reinsurance of the

Existing Reinsured Contracts, the Company is paying to Reinsurer on the date

hereof a reinsurance premium equal to [REDACTED], subject to adjustment in

accordance with the Purchase Agreement.

(b) As additional consideration for Reinsurer's reinsurance of the

Reinsured Liabilities under the Reinsured Contracts, the Company hereby

absolutely and irrevocably sells, transfers, conveys, grants, assigns and

delivers to the Reinsurer, free and clear of all claims, liens, interests and

encumbrances, and the Reinsurer hereby

accepts from the Company, all of the Company's existing and future right,

title and interest in and to the following items received by or on behalf of

the Company after the Effective Date with respect to the Reinsured Contracts:

(i) Premiums Receivable;

(ii) Policy Loan Receivables;

(iii) Reinsurance Recoverables;

(iv) Agents Debit Balances;

(v) Separate Account Revenues; and

(vi) all other fees, charges and amounts, including, without

limitation, Premiums and payments of policy loan principal and interest.

further instruments or assurances that the Reinsurer may reasonably request for

more effectual vesting of the Reinsurer's right, title and interest in the items

set forth in subsection (b) above. Notwithstanding anything in this Agreement to

the contrary, all of the Reinsurer's obligations hereunder, including without

limitation, the Reinsurer's obligation to pay the Reinsured Liabilities ceded

hereunder, are expressly conditioned upon the Company and its Affiliates,

successors and assigns not asserting any claim to ownership of, or title to, any

of the amounts set forth in subsection (b) above on or after the Effective Date,

except as provided in Section 3.7(c) hereof.

(d) Reinsurer hereby is authorized by the Company to endorse for

payment all checks, drafts and money orders payable to the Company as payment of

Premiums, loan repayments and other amounts with respect to the Reinsured

Contracts. The Company hereby authorizes the Reinsurer, in the name of the

Company or otherwise, to ask, demand, collect, receive and furnish receipts for

Premiums, loan repayments and other amounts with respect to the Reinsured

Contracts. The Company hereby assigns to Reinsurer, in accordance with the terms

and conditions of the Administrative Services Agreement, all the Company's

rights and privileges to draft or debit the accounts of any Contractholders for

Premiums and other amounts earned under the Reinsured Contracts on or after the

Effective Date, including existing pre-authorized bank draft or electronic fund

transfer arrangements between the Company and such Contractholders. The Company

will promptly endorse and remit to Reinsurer any Premiums, loan repayments and

other amounts under the Reinsured Contracts received by the Company on or after

the Effective Date. The Company shall treat any such amounts as the property of

the Reinsurer to be held for the sole benefit of Reinsurer.

(e) On and after the Effective Date, the Company shall pay or cause to

be paid through the Administrative Services Agreement to the Reinsurer an amount

equal to 100% of the items set forth in subsection (b) above.

3.2 CEDING COMMISSION. In consideration of the Company's transfer of the

Existing Reinsured Contracts to Reinsurer as provided herein, Reinsurer is

paying to the Company on this date a ceding commission in the amount of [REDACTED].

3.3 BENEFITS AND ASSUMED PAYMENTS. Reinsurer shall reimburse the Company

for all Reinsured Liabilities that are paid by the Company on and after the

Effective Date, provided that any such payments by the Company shall be in

accordance with the terms and conditions of the Reinsured Contracts or other

applicable Contract within the Reinsured Liabilities.

3.4 PREMIUM TAXES. Reinsurer shall reimburse the Company for Premium

taxes (including retaliatory taxes) paid by the Company on account of Premiums

and other amounts received on the Reinsured Contracts on and after the Effective

Date, on the basis specified herein. For each calendar year, Reinsurer shall

reimburse such Premium tax payments, with respect to each state and

municipality, on an annual basis, within thirty calendar days after receipt of a

billing for Reinsurer's share of such Premium taxes paid. Reinsurer's share

shall be determined on the basis of each such state's actual tax rate for

Reinsured Contract Premiums multiplied by the Premiums received in such state

during the annual period. Such Premium taxes shall be reduced to the extent of

any credit that the Company is entitled to take in any such year on its Premium

tax returns for any amounts paid by Reinsurer pursuant to Section 3.5 below.

Notwithstanding the foregoing, because the Company is required by Law to pay

estimated Premium taxes on a quarterly basis throughout each calendar year,

Reinsurer will pay the Company such Premium tax reimbursements on a quarterly

basis within fifteen calendar days after receipt of a written estimate prepared

by the Company, and the parties will make any necessary adjustment at the end of

the calendar year so that Reinsurer only reimburses the Company for the actual

Premium taxes on the basis specified above.

3.5 GUARANTY FUND ASSESSMENTS. The Company shall retain the obligation to

pay, without any right to reimbursement from Reinsurer, all amounts arising from

participation in any guaranty fund, insolvency fund, plan, pool, association or

similar organization that are assessed with respect to the Existing Reinsured

Contracts as a result of Premiums paid to the Company prior to the date hereof

or on account of the Premiums Receivable. Reinsurer shall reimburse the Company

for any and all such assessments with respect to the Reinsured Contracts as a

result of Premiums paid on or after the date hereof, except to the extent

included in the Premiums Receivable.

3.6 QUARTERLY REPORTS. For so long as this Agreement is in effect,

Reinsurer shall provide the Company with a quarterly report relating to the

Reinsured Contracts no later than twenty Business days after the end of each

calendar quarter, in accordance with the terms of the Administrative Services

Agreement.

3.7 PAYMENTS.

(a) All amounts due to be paid to either the Company or Reinsurer

shall be determined on a net basis as of the last day of the calendar quarter to

which such payment is attributable. All such amounts will be due and accrued as

of such date. Payment shall be based upon the report delivered by Reinsurer

pursuant to Section 3.6. If, based upon such report, it is determined that

Reinsurer owes a payment to the Company, such payment shall be made within five

calendar days after delivery of such report. If, based upon such report, it is

determined that the Company owes a payment to Reinsurer, such payment shall be

made within fifteen calendar days after delivery of such report. All such

payments shall be made in cash.

(b) If there is a delayed settlement of any payment due hereunder,

interest will accrue on such payment at the three month London Interbank

Offering Rate ("LIBOR") as published in THE WALL STREET JOURNAL, Eastern

Edition, in effect on the day such payment is due. For purposes of this Section

3.7, a payment will be considered overdue, and such interest will begin to

accrue, on the date which is five Business Days after the date such payment is

due.

Agreement and the Administrative Services Agreement are deemed mutual debts and

credits, as the case may be, and the Company and Reinsurer shall have, and may

exercise at any time and from time to time, the right to net or offset any such

debts or credits under this Agreement and the Administrative Services Agreement

and only the balance shall be allowed or paid hereunder. This right of netting

and offset shall not be affected or diminished because of insolvency of either

party to this Agreement. Without limiting the generality of the foregoing, in

the event of insolvency of either party, the items described in Section 3.1(b)

of this Agreement may be netted or offset against payments of Reinsured

Liabilities described in Section 2.1(d).

3.8 ANNUAL REPORTS. Each party shall provide to the other on a timely

basis after the end of each calendar year such information as may be reasonably

requested in order for the requesting party to prepare statutory filings, tax

returns and other similar filings and reports.

3.9 WIRE TRANSFERS. Any payment of cash required under this Agreement

shall be paid to the recipient in immediately available funds, United States

Dollars, by means of a wire transfer, if the recipient provides to the payer

appropriate wire transfer instructions at least two Business Days prior to the

required date of payment, and otherwise by means of a certified check.

3.10 DAC TAX MATTERS.

(a) To the extent that Section 848 of the Internal Revenue Code of

1986 (the "CODE"), and corresponding Regulations 1.848-1 and 1.848-2 are

applicable to the Reinsured Contracts, the Company and Reinsurer agree as

follows:

(i) Pursuant to the joint election set forth in Section 1.848-2(g)(8)

of the Regulations corresponding to the Code, the party with the net

positive 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 Code

Section 848(c)(1). The first taxable year for which the joint election will

be effective is the tax year ending December 31, 2001. Both parties shall

attach a joint schedule to their 2001 federal income tax returns that

identifies this Agreement as an agreement for which the joint election has

been made.

(ii) Both parties shall 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.

(iii) Reinsurer will submit a schedule to the Company by April 1 of

each year providing Reinsurer's calculation of the net consideration for

the preceding calendar year. This schedule will be accompanied by a

statement signed by an officer of Reinsurer stating that Reinsurer will

report such net consideration in its tax return for the preceding calendar

year.

(iv) The Company may contest such calculation by providing an

alternative calculation to Reinsurer in writing within thirty calendar days

of the Company's receipt of Reinsurer's calculation. If the Company does

not so notify Reinsurer, the Company will report the net consideration as

determined by Reinsurer in the Company's tax return for the previous

calendar year. If the Company contests Reinsurer's calculation of the net

consideration, the parties will act in good faith to reach an agreement as

to the correct amount within thirty calendar days of the date the Company

submits its alternative calculation.

(b) [REDACTED]

3.11 FINANCING STATEMENTS. The Company shall take all action reasonably

requested by the Reinsurer to assist the Reinsurer to record and perfect its

right, title and interest in and to the items transferred to the Reinsurer

pursuant to this Article 3. Such action shall include without limitation the

Company's execution and delivery of any financing statements reasonably

requested by the Reinsurer to the extent that it may appear appropriate to the

Reinsurer to file such financing statements under Article 9 of the Uniform

Commercial Code.

ARTICLE 4

INSOLVENCY

4.1 PAYMENTS BY REINSURER. Reinsurer hereby agrees that all Reinsured

Liabilities shall be payable by Reinsurer on the basis of the liability of the

Company under the Reinsured Contracts, without diminution because of the

insolvency, liquidation or rehabilitation of the Company or the appointment of a

conservator, receiver, liquidator or statutory successor of the Company,

directly to the Company or to its conservator, receiver, liquidator or other

statutory successor.

4.2 CLAIMS. It is agreed that any conservator, receiver, liquidator or

statutory successor of the Company shall give prompt written notice to Reinsurer

of the pendency or submission of a claim under any such Reinsured Contract.

During the pendency of such claim, Reinsurer may investigate such claim and

interpose, at its own expense, in the proceeding where such claim is to be

adjudicated, any defense available to the Company or its conservator, receiver,

liquidator or statutory successor. The expense thus incurred by Reinsurer is

chargeable against the Company as a part of the expense of insolvency,

liquidation or rehabilitation to the extent of a proportionate share of the

benefit which accrues to the Company solely as a result of the defense

undertaken by Reinsurer.

ARTICLE 5

INDEMNIFICATION

5.1 REINSURER INDEMNIFICATION. From and after the date of this Agreement,

Reinsurer shall indemnify, defend and hold harmless the Company and the Separate

Account(s) and their Affiliates (and their respective directors, officers,

employees, successors and permitted assigns) (the "COMPANY INDEMNITEES") from

and against all Losses asserted against, imposed upon or incurred by such

Company Indemnitees resulting from, arising out of, based upon or otherwise in

respect of any of the following: (a) any breach of any covenant or agreement

made or to be performed by Reinsurer pursuant to this Agreement, (b) any

directions of Reinsurer given pursuant to Section

2.1(e) or 2.7 hereof and followed by the Company in a timely manner, (c) the

payment of or failure to pay any Reinsured Liabilities, (d) any fraud, theft

or embezzlement by officers, employees or agents of Reinsurer during the term

of this Agreement, (e) the failure of Reinsurer to comply with any applicable

Law during the term of this Agreement, and (f) the reasonable costs to the

Company Indemnitees of enforcing this indemnity against Reinsurer.

5.2 COMPANY INDEMNIFICATION. From and after the date of this Agreement,

the Company shall indemnify, defend and hold harmless Reinsurer and its

Affiliates (and their respective directors, officers, employees, successors and

permitted assigns) (the "REINSURER INDEMNITEES") from and against all Losses

asserted against, imposed upon or incurred by such Reinsurer Indemnitees

resulting from, arising out of, based upon or otherwise in respect of any of the

following: (a) any breach of any covenant or agreement made or to be performed

by the Company pursuant to this Agreement, (b) any Company Retained Liabilities,

Company or the Separate Account(s) during the term of this Agreement, (d) the

failure of the Company to follow the Reinsurer's recommendations pursuant to

Section 2.7 hereof or Section 3.15 of the Administrative Services Agreement,

unless following such recommendation was prohibited by applicable Law or the

terms of the applicable Reinsured Contracts, (e) the failure of the Company to

comply with any applicable Law during the term of this Agreement, (f) the

failure of the Separate Accounts(s) to comply with any applicable Law during the

term of this Agreement, unless such failure is caused by Reinsurer's actions or

omissions under the Administrative Services Agreement, and (g) the reasonable

costs to Reinsurer Indemnitees of enforcing this indemnity against the Company.

The parties agree that, for purposes of the Company's indemnification

obligations hereunder, the Company shall not be liable for the acts of any of

its agents or other producers who are appointed by the Company pursuant to

Section 2.2 of the Marketing Agreement to the extent such agents or other

producers are engaged in the sales or marketing of New Reinsured Contracts.

5.3 NOTICE OF LOSS, ASSERTED LIABILITY. As promptly as practicable after

(a) becoming aware of circumstances that have resulted in a Loss for which a

party entitled to indemnification pursuant to Section 5.1 or Section 5.2 intends

to seek indemnification under such Section (the "INDEMNIFIED PARTY") or (b)

receipt by the Indemnified Party of written notice of any demand, claim or

circumstances which, with the lapse of time, the giving of notice or both, would

give rise to a claim or the commencement of any Litigation that may result in a

Loss (an "ASSERTED LIABILITY"), the Indemnified Party shall give notice thereof

(the "CLAIMS NOTICE") to any other party obligated to provide indemnification

pursuant to Section 5.1 or Section 5.2 (the "INDEMNIFYING PARTY"). The Claims

Notice shall describe the Loss or the Asserted Liability in reasonable detail

and shall indicate the amount (estimated, if necessary) of the Loss or Asserted

Liability that has been or may be suffered by the Indemnified Party. If a Claims

Notice is not provided within the time required by the first sentence of this

Section 5.3, the Indemnified Party nonetheless shall be entitled to

indemnification by the Indemnifying Party except to the extent that the

Indemnifying Party is actually prejudiced by such late receipt of the Claims

Notice.

5.4 OPPORTUNITY TO CONTEST.

(a) If an Indemnified Party asserts, or may in the future seek to

assert, a claim for indemnification hereunder because of a claim or demand made,

or an action, proceeding or investigation instituted, by any Person not a party

to this Agreement (a "THIRD PARTY CLAIMANT") that may result in a Loss with

respect to which the Indemnified Party would be entitled to indemnification

pursuant to this Article 5 (a "THIRD PARTY CLAIM"), the Indemnified Party shall

deliver to the Indemnifying Party a Claims Notice with respect thereto, which

Claims Notice shall, in accordance with the provisions of Section 5.3, be

delivered as promptly as practicable after such Third Party Claim is actually

known to the Indemnified Party. Failure to deliver a Claims Notice with respect

to a claim in a timely manner as specified in the preceding sentence shall not

be deemed a waiver of the Indemnified Party's right to indemnification hereunder

for Losses in connection with such claim, but the amount of reimbursement to

which the Indemnified Party is entitled shall be reduced by the amount, if any,

by which the Indemnified Party's Losses would have been less had such Claims

Notice been timely delivered.

(b) The Indemnifying Party shall have the right, upon written notice

to the Indemnified Party, to investigate, contest, defend or settle any Third

Party Claim that may result in a Loss with respect to which the Indemnified

Party is entitled to indemnification pursuant to this Article 5; PROVIDED, that

the Indemnified Party may, at its option and at its own expense, participate in

the investigation, contesting, defense or settlement of any such Third Party

Claim through representatives and counsel of its own choosing; and, PROVIDED

FURTHER, that the Indemnifying Party shall not settle any Third Party Claim

unless (i) such settlement is on exclusively monetary terms and provides a

complete release of, or dismissal with prejudice of, all claims against any

Indemnified Party potentially affected by such Third Party Claim for all matters

that were or could have been asserted in connection with such claim, or (ii) the

Indemnified Party shall have consented to the terms of such settlement, which

consent shall not unreasonably be withheld, conditioned or delayed. If requested

by the Indemnifying Party, the Indemnified Party will, at the expense of the

Indemnifying Party, cooperate with the Indemnifying Party and its counsel in

contesting any Third Party Claim or, if appropriate and related to the Third

Party Claim in question, in making any counterclaim against the Third Party

Claimant, or any cross-complaint against any Person (other than the Indemnified

Party or its Affiliates). Unless and until the Indemnifying Party elects to

defend the Third Party Claim, the Indemnified Party shall have the right, at its

option and at the Indemnifying Party's expense, to do so in such manner as it

deems appropriate; PROVIDED, HOWEVER, that the Indemnified Party shall not

settle or compromise any Third Party Claim for which it seeks indemnification

hereunder without the prior written consent of the Indemnifying Party (which

shall not be unreasonably withheld, conditioned or delayed).

not to control) the defense of any Third Party Claim that it has elected not to

defend with its own counsel and at its own expense.

(d) Except as provided in the first sentence of Section 5.4(b), the

Indemnifying Party shall bear all costs of defending any Third Party Claim and

shall indemnify the Indemnified Party for all costs, fees and expenses incurred

in connection with defending such Third Party Claim.

(e) The parties shall make available to each other all relevant

information in their possession relating to any Third Party Claim (except to the

extent that such action would result in a loss of attorney-client privilege) and

shall cooperate with each other in the defense thereof.

(f) No party otherwise entitled to indemnification under this

Agreement shall be indemnified pursuant to this Agreement to the extent that

such party's Losses are increased or extended by the willful misconduct,

violation of applicable Law or bad faith of such party.

5.5 CERTAIN REDUCTIONS; SUBROGATION RIGHTS. All indemnification

payments payable hereunder shall be reduced by the amount of insurance proceeds

received by, or any Tax benefits inuring to the benefit of, the Indemnified

Party as a result of the Loss for which the Indemnified Party is seeking

indemnification. In the event that the Indemnifying Party shall be obligated to

indemnify the Indemnified Party pursuant to this Article 5, the Indemnifying

Party shall, upon payment of such indemnity in full, be subrogated to all rights

of the Indemnified Party with respect to the Loss to which such indemnification

relates; PROVIDED, HOWEVER, that the Indemnifying Party shall only be subrogated

to the extent of any amount paid by it pursuant to this Article 5 in connection

with such Loss.

ARTICLE 6

TERM AND TERMINATION

6.1 DURATION. This Agreement shall continue in force until such time that

Reinsurer's liability with respect to all Reinsured Contracts reinsured

hereunder is terminated pursuant to Section 6.2.

6.2 TERMINATION. This Agreement (i) may be terminated at any time upon

the mutual written consent of the parties hereto, which writing shall state the

effective date of termination, and (ii) shall terminate automatically at such

time as none of the Reinsured Contracts remains in force.

6.3 SURVIVAL OF CERTAIN ARTICLES AND SECTIONS. Notwithstanding the other

provisions of this Article 6, the rights and obligations of the parties pursuant

to Sections 3.4, 3.5, 3.7 and 3.10, and Articles 1, 5, 7 and 8 shall survive the

termination of this Agreement for a two year- period following such termination

with respect to matters or events occurring during the term of this Agreement.

ARTICLE 7

DISPUTE RESOLUTION

7.1 DISPUTE RESOLUTION. The parties acknowledge and agree that either

party may pursue judicial remedies at Law or equity in the event of a dispute

with respect to the interpretation, construction or enforcement of this

Agreement.

ARTICLE 8

MISCELLANEOUS

8.1 COOPERATION. Each party hereto shall cooperate with the other party

and, individually or collectively, shall promptly take such further action and

promptly execute such further documents, certificates, instruments, statements,

filings, conveyances, and agreements as may be reasonably necessary to

effectuate the purposes of this Agreement.

8.2 OVERSIGHTS AND ERRORS. It is agreed that in the event that any

unintentional or accidental failure to comply with the terms of this Agreement

can be shown to be the result of a misunderstanding, oversight or clerical

error, both parties shall be restored to the position they would have occupied

had the misunderstanding, oversight or error not occurred.

8.3 ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES. Except as otherwise

expressly provided herein, this Agreement (including the Schedules hereto)

constitutes the entire agreement between the parties with respect to the

transactions contemplated hereby and supersedes all prior arrangements or

understandings with respect thereto, written or oral. Nothing in this Agreement,

expressed or implied, is intended to confer upon any Person, other than the

parties or their respective successors and permitted assigns, any rights,

remedies, obligations, or liabilities under or by reason of this Agreement.

8.4 AMENDMENTS. To the extent permitted by Law, this Agreement may be

amended by a subsequent writing signed by all parties.

8.5 WAIVERS. The failure of any party at any time or times to require

performance of any provision hereof shall in no manner affect the right of such

party at a later time to enforce the same or any other provision of this

Agreement. No waiver of any condition or of the breach of any term contained in

this Agreement in one or more instances shall be deemed to be or construed as a

further or continuing waiver of such condition or breach or a waiver of any

other condition or of the breach of any other term of this Agreement.

8.6 BINDING EFFECT; ASSIGNMENT. Except as expressly contemplated hereby,

neither this Agreement nor any of the rights, interests or obligations hereunder

shall be assigned by any party hereto (whether by operation of Law or otherwise)

without the prior written consent of the other party, except that, without

having to obtain such

consent, either party may assign this Agreement to a Person who acquires all

or substantially all of the equity or assets of such party. Subject to the

preceding sentence, this Agreement will be binding upon, inure to the benefit

of and be enforceable by the parties and their respective successors and

assigns. Reinsurer or the Company, as the case may be, shall promptly notify

each other following any "change of control" filing with respect to such

party made with an insurance regulatory authority, the approval of any plan

to liquidate, merge or dissolve Reinsurer or the Company, as applicable, or

of any proceeding or lawsuit that materially affects Reinsurer's or the

Company's ability to perform this Agreement, including, but not limited to,

insolvency or rehabilitation proceedings.

8.7 NOTICES. All notices or other communications that are required or

permitted hereunder shall be in writing and sufficient if delivered by hand, by

facsimile transmission, by certified mail postage pre-paid, or by courier or

overnight carrier, to the Persons at the addresses set forth below (or at such

other address as may be provided hereunder), and shall be deemed to have been

delivered as of the date so delivered:

The Company: Fortis Benefits Insurance Company

0000 Xxxxx Xxxxxxxxx

Xxxxxx Xxxx, XX 00000

Attention: General Counsel

Fax: 000-000-0000

Phone: 000-000-0000

and

Fortis, Inc.

Xxx Xxxxx Xxxxxxxxx Xxxxx

00xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxx X. Xxxxxxxx

Fax: 000-000-0000

Phone: 000-000-0000

With copy to counsel Xxxxxx & Bird LLP

(which shall not 0000 Xxxx Xxxxxxxxx Xxxxxx

constitute notice): Xxxxxxx, Xxxxxxx 00000

Attention: Xxxxx X. Xxxxxx

Fax: 000-000-0000

Phone: 000-000-0000

Reinsurer: Hartford Life and Annuity Insurance Company

000 Xxxxxxxxx Xxxxxx

Xxxxxxxx, Xxxxxxxxxxx 00000

Attention: General Counsel

Fax: 000-000-0000

Phone: 000-000-0000

With copy to counsel Lord, Bissell & Brook

(which shall not 000 X. XxXxxxx Xxxxxx

constitute notice): Xxxxxxx, Xxxxxxxx 00000

Attention: Xxxxx X. Xxxxx

Fax: 000-000-0000

Phone: 000-000-0000

8.8 GOVERNING LAW. Notwithstanding the place where this Agreement may be

executed by any of the parties, the parties expressly agree that this Agreement

shall in all respects be governed by, and construed in accordance with, the Laws

of the State in which the Company is domiciled, without regard for any conflicts

of laws principles.

8.9 CAPTIONS. The captions contained in this Agreement are for reference

purposes only and are not part of this Agreement. All references herein to

Articles, Sections and Schedules shall be deemed references to such parts of

this Agreement, unless the context shall otherwise require.

8.10 INTERPRETATION.

(a) For purposes of this Agreement, the words "hereof," "herein,"

"hereby" and other words of similar import refer to this Agreement as a whole

unless otherwise indicated. Whenever the words "include," "includes" or

"including" are used in this Agreement, they shall be deemed to be followed by

the words "without limitation." Whenever the singular is used herein, the same

shall include the plural, and whenever the plural is used herein, the same shall

include the singular, where appropriate. All dollar references in this Agreement

are to the currency of the United States.

(b) No uncertainty or ambiguity herein shall be construed or resolved

against any party, whether under any rule of construction or otherwise. No party

to this Agreement shall be considered the draftsman. The parties acknowledge and

agree that this Agreement has been reviewed, negotiated and accepted by all

parties and their attorneys and shall be construed and interpreted according to

the ordinary meaning of the words used so as to fairly accomplish the purposes

and intentions of all parties hereto.

8.11 SEVERABILITY. Any term or provision of this Agreement that is

invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be

ineffective to the extent of such invalidity or unenforceability without

rendering invalid or unenforceable the remaining terms and provisions of this

Agreement or affecting the validity or enforceability of any of the terms or

provisions of this Agreement in any other jurisdiction. If any provision of this

Agreement is so broad as to be unenforceable, the provision shall be interpreted

to be only so broad as is enforceable.

8.12 COUNTERPARTS. This Agreement may be executed in two or more

counterparts, each of which shall be deemed to be an original, but all of which

together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Reinsurance

Agreement as of the date first above written.

FORTIS BENEFITS INSURANCE

COMPANY

By:

--------------------------------------

Name:

--------------------------------------

Title:

--------------------------------------

HARTFORD LIFE AND ANNUITY

INSURANCE COMPANY

By:

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Name:

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Title:

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EXECUTION COPY REINSURANCE AGREEMENT THIS REINSURANCE AGREEMENT (this "AGREEMENT"), dated as of April 1, 2001, is entered into by and between FORTIS BENEFITS INSURANCE COMPANY, a Minnesota stock life insurance company (the "COMPANY"), and HARTFORD...

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