BETWEEN

Note: Using this form of agreement, General American Life Insurance Company has
entered into separate agreements with each of the following reinsurers: Allianz
Life Insurance Company of North America, Swiss Re Life and Health America, Inc.,
SCOR Life U.S. Re Insurance Company, Employers Reassurance Company, RGA
Reinsurance Company, and Security Life of Denver Insurance Company.

EXHIBIT (g)

AUTOMATIC AND FACULTATIVE YRT AGREEMENT

BETWEEN

GENERAL AMERICAN LIFE INSURANCE COMPANY
(THE CEDING COMPANY)

AND

ABC REINSURANCE COMPANY
CITY, STATE
(THE REINSURER)

EFFECTIVE MONTH, DAY, YEAR

INDEX

Article Name Article Number Page Number
------- ---- ------- ------ ---- ------

Preamble 3
Automatic Cessions I 4
Facultative Cessions II 5
Reinsurance Premiums III 6
Reinsurer's Liability IV 7
Claims V 8
Administration and Accounting VI 9
DAC Tax VII 11
Conversions and Exchanges VIII 12
Terminations, Reductions/Increases
and Changes IX 13
Recapture and Retention Changes X 14
Reinstatements and
Reduced Paid-Up Insurance XI 15
Insolvency XII 16
Arbitration XIII 17
Duration of Agreement XIV 18
Miscellaneous XV 19
A. Choice of Law
B. Severability
C. Reserve Credit
D. Assignment
E. Confidentiality
F. Inspection of Records
G. Damages
H. Errors and Omissions
I. Indemnification and Limitation of Liability
J. Entire Agreement
K. Modifications to Agreement
L. Survival
M. Currency
N. Independent Contractor
O. Agents, Intermediaries, and Representatives
P. Construction Rules
Q. Written Notices
R. Representation of Authority and Acknowledgement of Understanding
S. Representation of Valid Signature
T. Counterparts
Execution XVI 23

Exhibit Name Exhibit Number
------- ---- ------- ------

Limits I 24
The Ceding Company Retention Limits II 25
Policy Plans Reinsured III 26
Premium Rates IV 31
Monthly Statements V 32

PREAMBLE

This Reinsurance Agreement (the "Agreement") is effective Month Day, Year,
between New England Life Insurance Company a Massachusetts domiciled life
insurance corporation (the "Ceding Company") and ABC Reinsurance Company a "name
state" domiciled life insurance corporation (the "Reinsurer").

The background of this Agreement is that the Ceding Company cedes and the
Reinsurer accepts, on a yearly renewable term ("YRT") basis, the quota share of
the mortality risk associated with permanent single life policies ("the
Policies") and associated Riders that the Ceding Company may issue during the
term of this Agreement.

In consideration of the mutual promises set forth herein, the parties agree as
follows:

ARTICLE I
AUTOMATIC CESSIONS

The Ceding Company shall cede and the Reinsurer shall accept as indemnity
reinsurance, on a YRT basis, in accordance with the terms and conditions hereof,
the portions of the Ceding Company's risk on all Policies that are not in excess
of the Automatic Binding Limit, as provided in Exhibit I, with respect to each
Policy and the Ceding Company shall retain for its own account the portions of
the risk on each Policy as provided in Exhibit II not to exceed its per life
retention, provided that:

A. the Ceding Company shall have retained the specified portion of the
risk on each ceded Policy as described above;

B. the amount ceded to the Reinsurer does not exceed the Automatic Binding
Limit as shown in Exhibit I;

C. the sum of the amount of insurance already in force and applied for on
that life according to information available to the Ceding Company,
does not exceed the Jumbo Limit as shown in Exhibit I;

D. the Ceding Company has not applied for facultative coverage on the
current application;

E. the Policy is issued in accordance with the Ceding Company's normal
individual ordinary life underwriting rules and practices;

F. the Policy is listed in Exhibit III.

ARTICLE II
FACULTATIVE CESSIONS

The Ceding Company has the option to, in accordance with the provisions of this
Article, facultatively submit to the Reinsurer any Policy that is not
obligatorily ceded under the provisions of Article I; provided that the
provisions of Sections A through E below are met. In addition, there is no
limitation on the Ceding Company's right to submit a case facultatively to other
reinsurers.

A. the Ceding Company shall have provided to the Reinsurer copies of the
original Policy application, medical reports, inspection reports,
attending physician statements and any additional information that is
pertinent to the insurability of the risk;

B. the Ceding Company shall have notified the Reinsurer of any outstanding
underwriting requirements at the time of the facultative submission;

C. the Reinsurer shall, within 30 days after receipt of all required
information, advise the Ceding Company of the portion that it would
facultatively accept and the terms and conditions of such acceptance;

D. the Ceding Company shall have notified the Reinsurer of its acceptance
of the Reinsurer's proposed terms and conditions for the facultative
cession within 120 days of receipt or the termination date specified in
the Reinsurer's offer unless the Reinsurer in writing expressly extends
the period for the Ceding Company's acceptance or rejection; and

E. the facultative cessions shall not be limited to those Policies that
are listed in Exhibit III.

ARTICLE III
REINSURANCE PREMIUMS

A. Life reinsurance shall be on the yearly renewable term basis for the
net amount at risk (death benefit less reserve or fund value) on that
portion of the policy which is reinsured by the Reinsurer. Premiums and
allowances shall be based on the rates specified in Exhibit IV.

B. The Reinsurer shall not indemnify the Ceding Company for premium taxes
or guaranty fund assessments. In the event that the reinsurer is an
alien company, the reinsurer shall reimburse the Ceding Company for any
federal excise tax payable on business ceded under this Agreement.

C. The Ceding Company shall report and pay reinsurance premiums on an
annual basis in advance without regard to the Policy mode of premium
payment.

D. For technical reasons relating to statutory reserve requirements, the
YRT rates described in Exhibit IV cannot be guaranteed for more than
one year. The Reinsurer anticipates continuing to accept premiums on
the basis of the YRT rates described in Exhibit IV. The guaranteed
reinsurance premium for each age and duration shall be the higher of
the premium based on the reinsurance rates shown in Exhibit IV and the
premium based on the statutory minimum valuation mortality table and
the statutory maximum valuation interest rate permitted for the
underlying Policy under the National Association of Insurance
Commissioners' Standard Valuation Law.

E. In no event shall the Reinsurer increase the reinsurance rates on
inforce business ceded under this Agreement unless it also concurrently
increases the reinsurance rates for all of its YRT reinsurance assumed
individual life insurance business.

F. Reinsurance premiums on Policies that terminate, reduce or change, the
Reinsurer shall refund any unearned reinsurance premium.

G. For Policies that are reinstated after coverage has ceased, the Ceding
Company shall pay to the Reinsurer reinsurance premiums for the period
for which the Ceding Company received Policy premiums in arrears.

ARTICLE IV
REINSURER'S LIABILITY

A. The Reinsurer's liability for cessions under Article I of this
Agreement shall commence simultaneously with that of the Ceding
Company.

B. The Reinsurer shall have no liability for Policy proceeds paid under
the Ceding Company's temporary term insurance agreement ("TIA") unless
conditions for automatic cessions under Article I of this Agreement are
met.

C. The Reinsurer's liability for facultatively accepted cessions shall
commence when all of the conditions specified in Article II for
facultative acceptances shall have been met.

ARTICLE V
CLAIMS

A. The Ceding Company shall give prompt notice of Policy claims to the
Reinsurer in such form and detail as the parties may, from time to
time, agree. The Ceding Company shall, at the Reinsurer's request,
provide copies of Policy claim documentation to the Reinsurer. The
Reinsurer shall, in all cases, accept copies of Policy claim
documentation provided by the Ceding Company as sufficient. The Ceding
Company's decision, in good faith, to pay a Policy claim without
contest, compromise or litigation shall be unconditionally binding on
the Reinsurer.

B. Ceding Company shall notify the Reinsurer that the Ceding Company
intends to contest, compromise or litigate a Policy claim. The
Reinsurer shall pay its share of any settlement up to the maximum that
would have been payable under the Policy had there been no controversy
together with the Reinsurer's share of specific expenses involved
unless it declines to endorse the contest, compromise or litigation, in
which case it shall pay the full amount of its share of the claim to
the Ceding Company. Compensation of salaried officers and employees of
the Ceding Company shall not be included in the Reinsurer's share of
the specific expenses and/or final settlement.

C. In the event that the amount of insurance provided by a Policy or
Policies reinsured hereunder shall be increased or reduced because of a
misstatement of age or sex established after the death of the insured,
the Reinsurer shall share in the increase or reduction in the
proportion that the net liability that the Reinsurer bore to the total
net liability under the Policy immediately prior to such increase or
reduction. The Policy or Policies shall be restated in accordance with
the terms and rules of the Ceding Company. Any adjustment for the
difference in reinsurance premiums shall be made without interest.

D. The Reinsurer shall pay interest on its share of any Policy claim
settlement calculated at the same rate and for the same period of time
as that used by the Ceding Company.

E. The parties may, from time to time, establish informal claims
guidelines for ease of administration and processing.

F. The Reinsurer shall share in the same proportion of any claim under an
accelerated death benefit rider (and any continued coverage under the
policy) that the Reinsurer would share in the absence of the rider.

ARTICLE VI
ADMINISTRATION AND ACCOUNTING

A. The Ceding Company shall administer the Policies, establish and
maintain necessary and appropriate Policy records in accordance with
its general standards and practices and shall furnish monthly
statements for the month just past to the Reinsurer in a form
substantially similar to that shown in Exhibit V within thirty (30)
days following the close of each month showing the net amount of
reinsurance premium or return of reinsurance premium due to or from the
Reinsurer. The net amount shall be based on reinsurance premiums less
claims.

B. The Ceding Company shall include with each monthly statement payment of
the net amount of reinsurance premium, if any, due to the Reinsurer as
shown on the monthly statement. Amounts that have not been paid within
thirty (30) days following the close of each month shall be in default.
The Reinsurer shall pay to the Ceding Company any amounts due to the
Ceding Company as shown on the monthly statement within thirty days
after the Reinsurer receives the monthly statement from the Ceding
Company. Any amounts due to the Ceding Company that have not been paid
within thirty (30) days after the due date shall be in default.

C. Subject to the provisions of Article XV.H, the Reinsurer may terminate
the reinsurance on risks for which reinsurance premiums are in default
by giving thirty (30) days written notice of termination to the Ceding
Company; provided, however, that the Ceding Company may cure the
default as provided herein. Except to the extent the default shall have
been cured, as of the close of the last day of this thirty (30) day
period, the Reinsurer's liability for the following reinsurance shall
terminate with respect to risks that are the subject of the termination
notice and risks for which the reinsurance premiums went into default
during the thirty (30) day notice period.

D. Notwithstanding termination of reinsurance as provided in this Section,
the Ceding Company shall continue to be liable to the Reinsurer for all
unpaid reinsurance premiums earned by the Reinsurer under this
Agreement.

E. Reinsurance terminated under Section C of this Article may be
reinstated by the Ceding Company if, within sixty (60) days after the
effective date of its termination, the Ceding Company pays in full all
of the unpaid reinsurance premiums for the reinsurance that was in
force prior to its termination. The effective date of reinstatement
shall be the day on which the Reinsurer receives all of the required
reinsurance premiums. The Reinsurer shall have no liability in
connection with any claims incurred between the date of termination of
reinsurance applicable to a Policy and the date of reinstatement of
reinsurance of that Policy.

F. The first day of the thirty (30) day notice of termination under
Section C of this Article shall be the day on which the Ceding Company
receives the termination notice. If all premiums in default are
received by the Reinsurer within the thirty (30) day notice period, the
reinsurance shall remain in effect.

G. The Ceding Company shall bear the expense of all medical examinations,
inspection fees and other charges incurred in connection with Policy
issuance.

ARTICLE VII
DAC TAX

A. The Parties are making a joint election under Treas.
Reg. Section 1.848-2(g)(8) under which:

1. The Party with the net positive consideration under this Agreement
is required to capitalize specified policy acquisition expenses with
respect to such Agreement without regard to the general deductions
limitation of Section 848(c)(1) of the Internal Revenue Code.

2. This election shall be effective with the effective date of this
Agreement.

3. Each party shall attach a schedule to its federal income tax return
for its first taxable year ending after the election becomes effective
which identifies the Agreement for which this joint election under
Treas. Reg. Section 1.848-2(g)(8) has been made.

B. The Parties agree to exchange information pertaining to the amount of
net consideration as determined under Treas. Reg. Section 1.848-2(f)
for this Agreement to insure consistency as to amount and timing or as
is otherwise required by the Internal Revenue Service.

C. The exchange of information described in section B above shall follow
the procedures set forth below:

1. the Ceding Company shall submit its calculation of the "net
consideration" as defined under the above referenced regulation to the
Reinsurer not later than April 1 for each and every tax year for which
this Agreement is in effect;

2. the Reinsurer may challenge such calculation within thirty (30)
calendar days of receipt of the Ceding Company's calculation; and

3. if the Reinsurer contests the Ceding Company's calculation of the
net consideration, the parties shall act in good faith to reach an
agreement as to the correct amount within thirty (30) days of the date
the Reinsurer submits its alternative calculation. If the Ceding
Company and the Reinsurer reach an agreement on an amount of net
consideration, each party shall report the agreed upon amount in their
respective tax returns for the preceding taxable year.

D. The Parties represent and warrant that they are subject to U.S.
taxation under Subchapter L of Chapter 1 of the Internal Revenue Code
or Subpart F of Part III of Subchapter N of chapter 1 of the Internal
Revenue Code.

ARTICLE VIII
CONVERSIONS AND EXCHANGES

A. If any policy ceded automatically under this Agreement is exchanged for
another policy that is listed in Exhibit III, the new policy shall be
reinsured on the basis described in Article I based upon the policy
date, age and underwriting classification of the new policy.

B. If any policy ceded automatically under this Agreement is exchanged
for, or converted to, another policy that is not listed in Exhibit III
or does not meet the criteria of Article I, the Ceding Company shall
recapture reinsurance under this Agreement. At the Ceding Company's
option, the ceding company may recapture only up to its retention limit
as shown in Exhibit II and the Reinsurer shall reinsure its
proportionate share of the excess above the Ceding Company's retention
up to its automatic binding limit shown in Exhibit I. Reinsurance
premiums shall be those shown in Exhibit IV, based upon policy date,
age and underwriting classification of the original policy.

C. If any policy ceded facultatively under this Agreement is exchanged
for, or converted to, another policy, at the Ceding Company's option
reinsurance shall continue based upon the policy date, age and
underwriting classification of the original policy.

D. If existing business that was not ceded under this Agreement is
exchanged for, or converted to a policy that is listed in Exhibit III,
it shall not be considered reinsured under this Agreement, unless
otherwise agreed upon.

ARTICLE IX
TERMINATIONS, REDUCTIONS/INCREASES AND CHANGES

A. If a policy that was ceded pursuant to Article I, is reduced or
terminated, the reinsurance ceded to the Reinsurer shall be reduced by
the Reinsurer's share of the reduction shown in Exhibit I.

B. If a policy that was ceded on the excess retention basis, or if another
policy of the Ceding Company on the same life, is reduced or
terminated, reinsurance of the policy on that life shall be reduced, to
restore, as far as possible, the Ceding Company's retention on the risk
such that the amount retained shall not be greater than the retention
limit at the time of issue of the policy or the retention limit as
adjusted in accordance with recapture as provided in Article X. If
there is more than one insurance policy on the life, the reduction
shall apply first to any reinsurance on the policy being reduced, and
then, to any reinsurance on other policies on the life on a
chronological basis with the last policies reinsured being reduced
first. If the reinsurance on any policy has been ceded to more than one
reinsurer, the reduction in reinsurance with the Reinsurer on such
policy shall be the same fraction of the total reinsurance on that
policy immediately before the reduction.

C. If a policy reinsured on the quota share basis pursuant to Article I,
is increased, subject to the normal rules and practices of the Ceding
Company, the Ceding Company shall cede automatically the Reinsurer's
share of the increase to the Reinsurer if the policy continues to meet
the conditions of Article I.

D. If a policy that was ceded on the excess retention basis is increased,
subject to the normal rules and practices to the Ceding Company, the
Ceding Company shall cede automatically a proportional share of the
increase to the Reinsurer if the policy continues to meet the
conditions of Article I.

E. For policies ceded pursuant to Article I, reduction or removal of table
ratings and flat extras and changes in smoking classification shall be
underwritten according to the Ceding Company's normal rules and
practices and the Reinsurer shall be bound automatically. Risk
classification changes on facultative policies shall be subject to the
Reinsurer's approval.

F. For plans of insurance with a variable death benefit that are reinsured
under this Agreement, the Reinsurer shall share proportionately in any
contractual increase or decrease in the amount at risk.

ARTICLE X
RECAPTURE AND RETENTION CHANGES

A. The Ceding Company shall promptly notify the Reinsurer of changes in
its retention limits.

B. For Policies ceded pursuant to this Agreement subject to excess
retention limits,

1. The Ceding Company may recapture business to reflect changes in its
retention limits, provided that ten (10) years have elapsed since the
issue date of the original policy. For policies issued as a result of
exchange or conversion, the duration for recapture eligibility shall be
based on the date used for premium calculations.

2. Recapture shall become effective on the policy anniversary date
following notification to the Reinsurer of the Ceding Company's intent
to recapture.

3. If any reinsurance is recaptured under the provisions of this
Section, all reinsurance eligible for recapture under the provisions of
this Article must be recaptured.

4. If the reinsurance on the policy has been ceded to more than one
reinsurer, the reduction in reinsurance with the Reinsurer on such
policy shall be the same fraction of the total recapture on that policy
as the Reinsurer held of the total reinsurance on that policy
immediately before the recapture.

C. Policies ceded on a quota share basis shall not be eligible for
recapture except as otherwise provided for by this Agreement.

D. If the Reinsurer increases reinsurance premiums on inforce business as
described in Article III, the Ceding Company may recapture all inforce
cessions or amounts thereof up to its retention limit.

E. The Reinsurer agrees it shall maintain a claims-paying ability rating
of BBB from Standard & Poor's Corporation. In the event that the
Reinsurer's Standard & Poor's Corporation rating falls below that
level, or is discontinued at the request of the Reinsurer, the Ceding
Company shall have the right to recapture upon ninety (90) days prior
written notice to the Reinsurer.

If the Standard and Poor's Corporation materially changes its scale
for rating life/health insurers, or if it ceases to rate life/health
insurers, then the parties agree to select a successor rating agency
and substitute the appropriate designation from that agency's rating
system for the Standard and Poor's Corporation rating.

ARTICLE XI
REINSTATEMENTS AND PAID-UP INSURANCE

A. Reinsurance of any lapsed Policy that was ceded in accordance with the
terms and conditions of this Agreement may be automatically reinstated
so long as the policy is reinstated in accordance with terms and rules
of the Ceding Company. The Ceding Company shall pay the Reinsurer
reinsurance premiums for the period for which the Ceding Company
received premiums in arrears from the policyholders.

B. Policy changes that are the result of extended term insurance or
reduced paid-up insurance (nonforfeiture options) shall continue to be
reinsured proportionately and shall be handled in accordance with
Article III.

ARTICLE XII
INSOLVENCY

A. In the event of the insolvency of the Ceding Company, all reinsurance
benefits shall be payable directly to the Ceding Company or to the
liquidator, receiver, or statutory successor of the Ceding Company
without diminution because of the insolvency of the Ceding Company.

B. In the event of the insolvency of the Ceding Company, the liquidator,
receiver, or statutory successor shall give the Reinsurer written
notice of the pendency of a claim on a reinsured Policy within a
reasonable time after such claim is filed in the insolvency proceeding.
During the pendency of any such claim, the Reinsurer may investigate
such claim and interpose in the name of the Ceding Company (or its
liquidator, receiver, or statutory successor), but at its own expense,
in the proceeding where such claim is to be adjudicated, any defense or
defenses that the Reinsurer may deem available to the Ceding Company or
its liquidator, receiver, or statutory successor.

C. The expense thus incurred by the Reinsurer shall be chargeable, subject
to court approval, against the Ceding Company as part of the expense of
liquidation to the extent of a proportionate share of the benefit which
may accrue to the Ceding Company solely as a result of the defense
undertaken by the Reinsurer. Where two or more reinsurers are
participating in the same claim and a majority in interest elect to
interpose a defense or defenses to any such claim, the expense shall be
apportioned in accordance with the terms of the reinsurance agreements
as though such expense had been incurred by the Ceding Company.

D. In the event of the insolvency of the Reinsurer, the Ceding Company may
recapture all of the business reinsured by the Reinsurer under this
Agreement. Such recapture shall be effective as of the date of the
insolvency.

E. In the event of the insolvency of either party, the insolvent party
must notify the other party of its insolvency within thirty (30) days.

F. In the event of the insolvency of the Reinsurer, the Ceding Company
must notify the Reinsurer (or its liquidator, receiver, or statutory
successor) whether or not it is going to recapture the business within
sixty (60) days after being notified of the Reinsurer's insolvency.

ARTICLE XIII
ARBITRATION

A. All disputes and differences between the Ceding Company and the
Reinsurer shall be decided by arbitration, regardless of the insolvency
of either party, unless the liquidator, receiver or statutory successor
is specifically exempted from an arbitration proceeding by applicable
law.

B. Either party may initiate arbitration by providing written notification
to the other party that sets forth (a) a brief statement of the
issue(s); (b) the failure of the parties to reach agreement; and (c)
the date of the demand for arbitration.

C. The arbitration panel shall consist of three arbitrators who must be
impartial and each of whom must, at that time, either be accredited as
an arbitrator by XXXXX-US or be an active or former officer of a life
insurance or reinsurance company other than the parties or their
affiliates.

D. Each party shall select an arbitrator within thirty (30) days from the
date of the demand. If either party refuses or fails to appoint an
arbitrator within the time allowed, the party that has appointed an
arbitrator may notify the other party that, if it has not appointed its
arbitrator within the following ten (10) days, the arbitrator shall
appoint an arbitrator on its behalf. Within thirty (30) days of the
appointment of the second arbitrator the two (2) arbitrators shall
select the third arbitrator, who must also be, at that time, accredited
by XXXXX-US as an umpire. If the two arbitrators fail to agree on the
selection of the third arbitrator within the time allowed, the Umpire
Selection Procedures of XXXXX-US, as in force at that time, shall be
used to select the third arbitrator.

E. The arbitrators shall interpret this Agreement as an honorable
engagement rather than merely as a legal obligation and shall consider
equitable principles as well as industry custom and practice regarding
the applicable insurance and reinsurance business. The arbitrators are
released from judicial formalities and shall not be bound by strict
rules of procedure and evidence.

F. The arbitrators shall determine all arbitration schedules and
procedural rules and may, in their discretion, use applicable XXXXX-US
forms and procedures. Organizational and other meetings shall be held
in New York, New York, unless the arbitrators otherwise provide. The
arbitrators shall decide all matters by majority vote.

G. The decisions of the arbitrators shall be final and binding on both
parties. The arbitrators may, in their discretion, award costs and
expenses, as they deem appropriate, including but not limited to legal
fees and interest. Judgment may be entered upon the final decisions of
the arbitrators in any court of competent jurisdiction. The arbitrators
may not award any exemplary or punitive damages.

H. Unless the arbitrators provide otherwise, each party shall be
responsible for (a) all fees and expenses charged by its respective
counsel, accountants, actuaries and other representatives in connection
with the arbitration and (b) one-half of the expenses of the
arbitration, including the fees of the arbitrators.

ARTICLE XIV
DURATION OF AGREEMENT

A. Except as otherwise provided herein or as the parties may otherwise
agree, the Agreement shall be unlimited in duration. Either party may
terminate this Agreement with respect to new business at any time upon
ninety (90) days prior written notice to the other party. The first day
of the notice period shall be deemed to be the date on which notice is
received by the other party.

B. During the ninety (90) day period following delivery of a notice of
termination, this Agreement shall continue in force in accordance with
its terms.

C. Except as the parties may otherwise agree, this Agreement shall
continue to apply, after the date of termination, to cessions that
became effective prior to the termination of this Agreement.

D. The parties shall cooperate in seeking to obtain any required
regulatory approvals for this Agreement and, in the event that any
required regulatory approval cannot be obtained after reasonable
effort, the Agreement and any cessions previously effected hereunder
shall be deemed void as of the inception and the parties shall be
restored to the position they would have been in had this Agreement
never become effective.

ARTICLE XV
MISCELLANEOUS

A. Choice of Law: This Agreement is subject to and is to be interpreted in
accordance with the laws of the Commonwealth of Massachusetts without
regard to the Massachusetts choice of law rules.

B. Severability: In the event that any provision or term of this Agreement
is held invalid, illegal or unenforceable, all of the other provisions
and terms shall remain in full force and effect to the extent that
their continuance is practicable and consistent with the original
intent of the parties. In addition, if provisions or terms are held
invalid, illegal or unenforceable, the parties shall attempt in good
faith to renegotiate the Agreement to carry out its original intent.

C. Reserve Credit: The Reinsurer shall establish and maintain reserves
with respect to ceded Policy liabilities that equal or exceed the
Reinsurer's proportionate share of the reserve credit taken by the
Ceding Company. The Ceding Company shall on an annual basis provide the
Reinsurer with a reserve summary for ceded Policy liabilities
hereunder. This annual reserve summary shall include the opinion of the
Ceding Company's actuary applicable to such Policy liabilities.

D. Assignment: This Agreement shall be binding on the parties and their
respective successors and permitted assignees. This Agreement may not
be assigned by either party without the written consent of the other,
which consent shall not be unreasonably withheld. In no instance shall
anyone other than the Ceding Company and the Reinsurer have any rights
hereunder and, except as otherwise herein provided, the Ceding Company
shall be and remain solely liable to any insured, owner or beneficiary
under any Policy.

E. Confidentiality: Each party shall maintain the confidentiality of all
information, including legally protected consumer privacy information,
that is provided to it by the other party in connection with this
Agreement; provided, however, that this obligation of confidentiality
shall not apply (a) if and to the extent that disclosure is required by
applicable law or any court, governmental agency or regulatory
authority or by subpoena or discovery request in pending litigation;
(b) if the information is or becomes available from public information
(other than as a result of prior unauthorized disclosure by the
disclosing party); (c) if the information is or was received from a
third party not known by the disclosing party to be under a
confidentiality obligation with regard to such information; or (d) if
the information was in the possession of the disclosing party (having
received such information on a non-confidential basis) other than by
reason of the services performed pursuant to this Agreement. In the
event that either party becomes legally compelled to disclose any
secret or confidential information, such party shall give prompt
written notice of that fact to the other party so that such other party
may seek an appropriate remedy to prevent such disclosure; provided,
however, that this provision shall not apply to information that is or
otherwise becomes available to the public or that was previously
available on a non-confidential basis. This provision does not prohibit
the sharing of information with Retrocessionaires or other parties
engaged to provide services in connection with this Agreement, to the
extent necessary to provide such

services, provided that such Retrocessionaires and parties shall have
agreed to maintain the confidentiality of such information.

F. Inspection of Records: Each party and its employees and authorized
representatives, respectively, may audit, during regular business
hours, at the home office of the other party, provided that reasonable
advance notice has been given, any and all books, records, statements,
correspondence, reports, and other documents that relate to a Policy.
The audited party agrees to provide a reasonable work space for such
audit, to cooperate fully and to disclose the existence of and to
produce any and all necessary and reasonable materials requested by
such auditors. Each party shall bear its own audit expenses. All such
information, including audit reports and analyses, shall be kept
confidential.

G. Damages: The Reinsurer assumes no liability under this Agreement

1. for any damages, fines, penalties, costs or expenses, or portion
thereof, levied on or assessed against the Ceding Company by any court
or regulatory body on the basis of negligence, oppression, malice,
fraud, fault, wrong doing or bad faith by the Ceding Company in
connection with any Policy or for any act or omission that is not
consistent with the generally accepted practices and standards of the
life insurance industry applicable at the time of such act or omission,
unless the Reinsurer shall have received notice of and concurred in
writing with the actions taken or not taken by the Ceding Company that
led to the levy or assessment, in which case the Reinsurer shall pay a
proportional share of such levy or assessment; or

2. for any payment by the Ceding Company in excess of the Policy amount
because of negligence, oppression, malice, fault, wrongdoing or bad
faith of the Ceding Company in connection with any Policy or for any
act or omission not consistent with the generally accepted practices
and standards of the life insurance industry applicable at the time of
such act or omission, unless the Reinsurer shall have received notice
of and concurred in writing with the actions taken or not taken by the
Ceding Company that led to the excess payment, in which case the
Reinsurer shall pay a proportional share of such excess payment.

H. Errors and Omissions: If either the Ceding Company or the Reinsurer
commits an unintentional error, oversight or misunderstanding
(collectively referred to as "errors") in administering this Agreement,
the error shall be corrected by restoring both parties to the positions
they would have occupied had the error not occurred. If it is not
possible to restore each party to the position it would have occupied
had the error not occurred, the parties shall endeavor in good faith to
fashion a resolution to the situation created by the error that is fair
and reasonable and most closely approximates the intent of the parties
as evidenced by this Agreement.

I. Indemnification and Limitation of Liability: Each party shall indemnify
and hold the other, its affiliates, directors, officers, employees and
all other persons and entities acting on behalf of or under the control
of any of them harmless from and against any and all claims, including
reasonable legal expenses, that result from any negligent, dishonest,
malicious, fraudulent or criminal act or omission or arising out of or
related to any incorrect representation, warranty or obligation of

this Agreement or any failure or breach of this Agreement by the
indemnifying party, its directors, officers, employees, other
representatives or any other person or entity acting on behalf of or
under the control of any of them. In no event shall any party to this
Agreement be liable to the other party for punitive, indirect or
consequential damages arising under this Agreement for any clause
whatsoever, whether or not such party has been advised or could have
foreseen the possibility of such damages.

J. Entire Agreement: This Agreement supersedes all prior discussions and
agreements between the parties and constitutes their sole and entire
agreement with respect to its subject matter and there are no
understandings between the parties with respect thereto other than as
expressed in the Agreement.

K. Modifications to Agreement: Any change or modification of this
Agreement shall be null and void unless made by amendment to the
Agreement and signed by both parties. No waiver by either party of any
default by the other party in the performance of any promise, term or
condition of this Agreement shall be construed to be a waiver by such
party of any other or subsequent default in performance of the same or
any other promise, term or condition of this Agreement. No prior
transactions or dealings between the parties shall be deemed to
establish any custom or usage waiving or modifying any provision
hereof. The failure of either party to enforce any part of this
Agreement shall not constitute a waiver by such party of its right to
do so, nor shall it be deemed to be an act of ratification or consent.

L. Survival: All of the provisions of this Agreement, to the extent
necessary to carry out the purposes of this Agreement or to ascertain
and enforce the parties' rights hereunder, shall survive the
termination of this Agreement.

M. Currency: All monies due either the Reinsured or the Reinsurer under
this Agreement shall be offset against each other, dollar for dollar,
regardless of any insolvency of either party. All payments shall be
effected through offsetting balances, electronic funds transfers or as
the parties may otherwise agree in order to carry out the purposes of
this Agreement. All financial transactions under this Agreement shall
be paid in the lawful currency of the United States.

N. Independent Contractor: The parties shall be deemed to be independent
contractors, each with full control over its respective business
affairs and operations. This Agreement shall not be construed as a
partnership or joint venture and neither party hereto shall be liable
for any obligations incurred by the other party except as expressly
provided herein.

O. Agents, Intermediaries, and Representatives: Each party represents that
all negotiations relative to this Agreement and the transactions
contemplated hereby have been carried out by the parties directly and
without the intervention of any person in such manner as to give rise
to any valid claim by any other person for a finder's fee, brokerage
commission or similar payment.

P. Construction Rules: Each party represents that it has had sufficient
opportunity to review and negotiate the terms of this Agreement and is
fully aware of all the obligations and responsibilities created
hereunder. Therefore, the parties agree

that the rule of construction that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation
of this Agreement or any Exhibit attached hereto. Exhibits attached
hereto are incorporated into this Agreement. Captions are provided for
reference only.

Q. Written Notices: Written notices under this Agreement shall be
effective when delivered to any party at the address provided herein:

1. If to the Ceding Company:
Xxxxxxx X. Xxxxxx
Vice President & Actuary
New England Life Insurance Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000

2. If to the Reinsurer:
ABC Reinsurance Company

3. Either party may change its address by giving the other party
written notice of its new address; provided, however, that any notice
of change of address shall be effective only upon receipt.

R. Representation of Authority and Acknowledgement of Understanding: Each
party represents that it has full power and authority to enter into and
to perform this Agreement and that the person signing this Agreement on
its behalf has been properly authorized and empowered to do so. Each
party further acknowledges that it has read this Agreement, understands
it and agrees to be bound by it.

S. Representation of Valid Signature: Each party represents and warrants
that this Agreement has been duly and validly signed on its behalf;
that it has the full corporate power and authority necessary to perform
its obligations hereunder; and that it shall maintain in force all
necessary legal and regulatory authorizations.

T. Counterparts: This Agreement may be signed in any number of
counterparts, each of which shall be deemed an original and all of
which shall constitute one and the same instrument.

ARTICLE XVI
EXECUTION OF AGREEMENT

In witness of the above,

New England Life Insurance Company

Boston, Massachusetts

and

ABC Reinsurance Company

City, State

have by their respective officers executed and delivered this Agreement,
effective Month, Day, Year.

NEW ENGLAND LIFE INSURANCE COMPANY

By: ___________________________________ By: _____________________________

Name: _________________________________ Name: ___________________________

Title: ________________________________ Title: __________________________

ABC REINSURANCE COMPANY

By: ___________________________________ By: _____________________________

Name: _________________________________ Name: ___________________________

Title: ________________________________ Title: __________________________

EXHIBIT I
LIMITS

REINSURER'S SHARE: X%

AUTOMATIC BINDING LIMIT

The Ceding Company may not cede Policy amounts pursuant to Article I when the
face amount of the Policy exceeds the following:

JUMBO LIMIT

The Ceding Company may cede Policy amounts pursuant to Article I only if,
according to the information available to the Ceding Company, the total amount
of life insurance in force and applied for on the life with all insurance
companies, including any amount to be replaced, does not exceed $

EXHIBIT II
CEDING COMPANY RETENTION LIMITS

CEDING COMPANY SHARE: X% of the Policy face amount, not to exceed the following
retention limits per life.

SINGLE LIFE

SURVIVORSHIP

SPECIAL LIMITS

EXHIBIT III
POLICIES AND RIDERS

The Policies and Riders described below may be ceded hereunder:

EXHIBIT IV
REINSURANCE RATES

There shall be no policy fees.

Premium rates shall be the same for automatic and facultative reinsurance.

Life premiums shall be the following percentages of the attached single life
mortality tables, for all underwriting classes.

Premiums for Temporary Term for all underwriting classes shall be the same as
the duration one rates for Life reinsurance premiums described above.

Substandard table ratings are 25% multiples based on NS, SM and JUV for each
table.

The premiums shall be increased by any flat extra premium charged the insured
less allowances.

Insurance coverage resulting from exercise of ABTR and GIR shall be reinsured at
point in scale.

EXHIBIT V
MONTHLY REPORTS

The Ceding Company shall provide the Reinsurer reports each month in substantial
accord with those shown in this Exhibit.

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