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TABLE OF CONTENTS


	ARTICLE		PAGE

Access to Records		IX		13
Arbitration		XIV		17
Automatic Provisions		IV		9
Currency		XII		15
Definitions		I		3
Effective Date, Term, and Termination		III		7
Gramm-Leach-Bliley Compliance		X		15
Insolvency		XIII		16
Litigation		VIII		12
Miscellaneous		XVI		18
Notices		XVII		20
Offset		XV		18
Parties to the Agreement		II		6
Premium Accounting		V		10
Reinsurance Claim Settlement		VI		11
Reserves		VII		11
Unintentional Errors, Misunderstandings, or Omissions		XI		15

SCHEDULES


A		Description of Guaranteed Minimum Income Benefits (GMIBs)
B-1		Contracts Subject to this Reinsurance Agreement
B-2		Investment Funds Subject to this Reinsurance Agreement
C-1		Limits and Rules of the CEDING COMPANY
C-2		Limits and Rules of the REINSURER
D		MONTHLY REINSURANCE PREMIUM RATES by CONTRACT TYPE and GMIB TYPE
E-1		DOLLAR CLAIM LIMIT RATE by CONTRACT TYPE and GMIB TYPE
E-2		FORMULA CLAIM LIMIT RATE by CONTRACT TYPE and GMIB TYPE
F		REINSURER Share of Risk by CONTRACT TYPE and GMIB TYPE
G		CEDING COMPANY Reporting Format and Data Requirements
H		Surplus Position of the REINSURER
I		Calculation of ADJUSTED GMIB CLAIM



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ARTICLE I — DEFINITIONS

A. DURATION OF AGREEMENT:

EFFECTIVE DATE means October 1, 2002

BUSINESS DAY means any day that securities are traded on the New York Stock Exchange

MONTHLY VALUATION DATE means the last BUSINESS DAY of each month

MONTHLY PROCESS DATE means the day the CEDING COMPANY considers the last business day of the month.

REINSURANCE TERM means the period starting on the EFFECTIVE DATE and extending through October 31, 2030.

TERMINATION DATE means the end of the REINSURANCE TERM.

B. CONTRACT DEFINITIONS:

ANNUITY CONTRACT means a written annuity contract issued by the CEDING COMPANY to a contract owner in accordance with which CEDING COMPANY agrees to provide specified benefits in accordance with specified terms and conditions.

ACTIVE CONTRACT means an ANNUITY CONTRACT that remains in effect and has not been terminated due to death, lapse, surrender or some other valid contingency and has not been annuitized and has elected the optional rider benefit shown in Schedules A and B-1.

RETAIL ANNUITY PREMIUMS means contributions made to the ANNUITY CONTRACT by or on behalf of the contract owner, commonly referred to as purchase payments, premiums, or deposits.

CONTRACT TYPE means one of the ANNUITY CONTRACT forms specified in Schedule B-1.

GMIB TYPE means one of the Guaranteed Minimum Income Benefits specified in Schedules A and B-1, applicable to ANNUITY CONTRACTS.

GMIB EXERCISE means an annuitization of an ACTIVE CONTRACT, where the monthly income is determined in accordance with a GMIB TYPE.



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C. REINSURANCE PREMIUM DEFINITIONS:

REINSURED ACCOUNT VALUE means, for each ACTIVE CONTRACT, the sum of the invested assets in the investment funds shown in Schedule B-2 as it appears in the records of CEDING COMPANY, times the REINSURER’s quota share of risk, as shown in Schedule F.

REINSURED GMIB BENEFIT BASE means, for each ACTIVE CONTRACT, the contractually determined Guaranteed Benefit Base value, subject to the CONTRACT TYPE and GMIB TYPE, times the REINSURER’s quota share of risk, as shown in Schedule F.

MONTHLY BENEFIT BASE means the sum of the contract’s REINSURED GMIB BENEFIT BASE, calculated on each MONTHLY PROCESS DATE, for all ACTIVE CONTRACTS covered by this Agreement.

MONTHLY REINSURANCE PREMIUM RATE means the numerical value provided in Schedule D, for each CONTRACT TYPE and GMIB TYPE.

MONTHLY REINSURANCE PREMIUM means the sum, for all CONTRACT TYPES and GMIB TYPES, of the MONTHLY REINSURANCE PREMIUM RATE times the MONTHLY BENEFIT BASE, calculated on each MONTHLY VALUATION DATE.

REINSURANCE PREMIUM DUE DATE means the MONTHLY VALUATION DATE.

REMITTANCE DATE means the last BUSINESS DAY of calendar month following the REINSURANCE PREMIUM DUE DATE



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REINSURANCE CLAIM DEFINITIONS:

ADJUSTED GMIB CLAIM means, for each ACTIVE CONTRACT that terminates through a GMIB EXERCISE, a calculated value in accordance with the formula provided in Schedule I.

REIMBURSEMENT DATE means the last BUSINESS DAY of the calendar month following the month that the REINSURER receives a request for claim reimbursement from the CEDING COMPANY.

AGGREGATE GMIB CLAIM means the sum of all ADJUSTED GMIB CLAIMS calculated on each MONTHLY VALUATION DATE.

FORMULA CLAIM LIMIT RATE means a value provided in Schedule E-2 for each CONTRACT TYPE and GMIB TYPE combination.

FORMULA CLAIM LIMIT means the FORMULA CLAIM LIMIT RATE times the MONTHLY BENEFIT BASE for each CONTRACT TYPE and GMIB TYPE. The FORMULA CLAIM LIMIT is calculated on each ACTIVE CONTRACT’s first 120 MONTHLY VALUATION DATES.

AGGREGATE FORMULA CLAIM LIMIT means the sum of the FORMULA CLAIM LIMITS through the current MONTHLY VALUATION DATE.

DOLLAR CLAIM LIMIT RATE means a value provided in Schedule E-1 for each CONTRACT TYPE and GMIB TYPE combination.

AGGREGATE DOLLAR CLAIM LIMIT means the sum of the DOLLAR CLAM LIMIT RATE times the total RETAIL ANNUITY PREMIUMS attributable to each of the CONTRACT TYPE and GMIB TYPE combinations, times the quota share percentage in Schedule F, as calculated on the current MONTHLY VALUATION DATE.



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ARTICLE III — EFFECTIVE DATE, TERM AND TERMINATION

This Agreement covers individual ANNUITY CONTRACTs issued by the CEDING COMPANY that:

	(i)		are identified by form in Schedule B-1;

	(ii)		have accounts invested in the investment funds listed in Schedule B-2;

	(iii)		are issued within the limits and rules described in Schedule C-1;

	(iv)		are in compliance with all of the other terms and provisions of this Agreement;

	(v)		have elected the Guaranteed Minimum Income Benefit, as described in Schedule A, on or after the EFFECTIVE DATE and prior to the date this Agreement ceases to cover new ANNUITY CONTRACTS; and

	(vi)		are ACTIVE CONTRACTS.

B.		This Agreement will cease to cover new ANNUITY CONTRACTS issued by the CEDING COMPANY on the earlier of (i) October 31, 2005 or (ii) the date that the sum of all cumulative RETAIL ANNUITY PREMIUMS exceeds the limit provided in Schedule C-2, paragraph 3.

C.		This Agreement will terminate with respect to each ANNUITY CONTRACT subject to it, as of the TERMINATION DATE.

D.		The CEDING COMPANY shall have the option of terminating this Agreement for new business, existing business, or both, by giving ninety (90) days advance notice to the REINSURER, after the occurrence of any of the following:

	1.		REINSURER’s Standard and Poor’s Rating is reduced to a “BBB” or lower. REINSURER must report any adverse change in Standard and Poor’s Rating to CEDING COMPANY within fifteen (15) days of the change. Any notice of termination given by the CEDING COMPANY enabled by such rating reduction shall be deemed withdrawn if REINSURER’s Standard and Poor’s Rating is restored to a level higher than “BBB” during the 90 day notice period;

	2.		An order is entered appointing a receiver, conservator or trustee for management of REINSURER or a proceeding is commenced for rehabilitation, liquidation, supervision or conservation of REINSURER;

	3.		REINSURER’s U.S. GAAP surplus position is reduced to 70% or less of its U.S. GAAP surplus position as of December 31, 2001. The REINSURER must report such a reduction within fifteen (15) days after it occurs. The REINSURER’s surplus position as of December 31, 2001 is provided in Schedule H. Any notice of termination given by the CEDING COMPANY enabled by such surplus reduction shall

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GMIB

be deemed withdrawn if REINSURER’s U.S. GAAP surplus position is restored to a level higher than 70% of its U.S. GAAP surplus position as of December 31, 2001 during the 90 day notice period.

The REINSURER shall have the option of terminating this Agreement for new business, existing business or both by giving ninety (90) days advance written notice to the CEDING COMPANY after the occurrence of any of the following:

	1.		The CEDING COMPANY fails to provide timely submissions of all material data required to be provided in accordance with Schedule G, provided that the REINSURER’s notice of termination identifies whether new contracts, existing contracts or both will be terminated and provided further that the REINSURER’s notice of termination shall be deemed withdrawn if the CEDING COMPANY, within 90 days after the date the REINSURER’s notice of termination is given, provides to the REINSURER all data submissions then in arrears.

	2.		The CEDING COMPANY fails to pay premium due on or before the REMITTANCE DATE. In the event that premium due is not paid by the REMITTANCE DATE, the REINSURER shall have the right to terminate this agreement by giving ninety (90) days advance notice of termination to the CEDING COMPANY. If all premiums in default and interest in accordance with Article III, paragraph F are received by the REINSURER within the ninety (90) day notice period, the Agreement will remain in effect and the notice of termination deemed withdrawn. If premium remains in default as of the close of the last day of the ninety (90) day notice period, the REINSURER’S liability for all risks reinsured associated with the defaulted premiums under this Agreement will terminate.

Except as otherwise provided herein, upon termination of this Agreement for existing business, the REINSURER shall have no reinsurance liability with respect to any ANNUITY CONTRACT. Notwithstanding termination of reinsurance as provided herein, the REINSURER shall continue to be liable to the CEDING COMPANY for all unpaid ADJUSTED GMIB CLAIMS arising as a result of a GMIB EXERCISE of an ACTIVE CONTRACT made prior to the date this Agreement is terminated, and the CEDING COMPANY shall continue to be liable to the REINSURER for all unpaid MONTHLY REINSURANCE PREMIUMS earned by the REINSURER, under this Agreement until the date the Agreement is terminated. Any net amounts due from either party after termination are subject to a daily interest charge equal to 1/365 times the sum of (a) and (b), where (a) is the 3 month LIBOR rate on the preceding MONTHLY VALUATION DATE as published in the Wall Street Journal; and (b) is 1.00%. Interest is assessed from the REMITTANCE DATE until the date paid.



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ARTICLE IV — AUTOMATIC PROVISIONS

A.		Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall automatically cede and the REINSURER shall automatically accept the ANNUITY CONTRACTS that are covered by this Agreement.

B.		This Agreement covers only the liability for ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACT forms or benefit rider forms that are listed on Schedule B-1 as attached hereto and as may be revised by the parties as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule B-1. The REINSURER will approve any new or revised contract forms or benefit rider form within thirty (30) working days of the date it receives notification and a copy thereof, and any such form shall be deemed disapproved if not so approved.

C.		This Agreement covers only the liability for ADJUSTED GMIB CLAIMS paid under ANNUITY CONTRACTs invested in investment funds listed on Schedule B-2 as attached hereto and as may be revised by the CEDING COMPANY as provided herein. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund’s initial availability. The CEDING COMPANY may add new or revise investment funds without REINSURER approval. The effective date of reinsurance hereunder shall be the date REINSURER receives notice of the new or revised fund, or such other earlier date as designated by REINSURER.

D.		The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate accounts under Subchapter L of the Internal Revenue Code.

E.		If a variable investment option fails to qualify under Subchapter L of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps to bring the variable investment option in compliance with these regulations, the REINSURER’s liability with respect to the variable investment option can be terminated, as to future ADJUSTED GMIB CLAIMS, with 180 days written notice to the CEDING COMPANY. The REINSURER’s liability with respect to any variable investment option will be determined by multiplying the REINSURED ACCOUNT VALUE by the proportion of the variable investment option’s value to the total account value. If the REINSURER’s liability is terminated with respect to any variable investment option, future MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered subsequent RETAIL ANNUITY PREMIUMS for the purposes of this Agreement.



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F.		If the CEDING COMPANY brings the variable investment option in compliance with Subchapter L either within the 180-day notice period or after the 180-day notice period, the REINSURER’s liability in respect to such variable investment option will be reinstated from the date the variable investment option qualifies with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date the variable investment account qualifies with the regulation.

G.		The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-1. The REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER, within thirty (30) working days after the date it receives such notice from the CEDING COMPANY, provides written notice to the CEDING COMPANY that such revised limits and rules are acceptable.

ARTICLE V — PREMIUM ACCOUNTING

A.		If reinsurance premiums are not paid by the REMITTANCE DATE, interest in accordance with Article III, paragraph F will be assessed from the REMITTANCE DATE.

B.		On or before the REMITTANCE DATE, the CEDING COMPANY shall forward to the REINSURER its statement of account and data requirements as set forth in Schedule G together with its remittance for the MONTHLY REINSURANCE PREMIUM as shown therein as well as any premium adjustments from the prior period.

C.		If the amounts due cannot be determined by the REMITTANCE DATE, the CEDING COMPANY shall have ninety (90) days to determine the appropriate premium and remit with interest in accordance with Article III, paragraph F.

D.		For contracts active less than a full month in the month prior to the MONTHLY VALUATION DATE, the MONTHLY REINSURANCE PREMIUM attributable to those contracts shall be reduced proportionally.



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ARTICLE VI — REINSURANCE CLAIM SETTLEMENT

A.		The REINSURER shall not be responsible for any obligation of the CEDING COMPANY to any party under any ANNUITY CONTRACTS issued by the CEDING COMPANY under any ANNUITY CONTRACT forms and benefit rider forms, including those identified on Schedule B-1.

B.		On or before the REMITTANCE DATE, the CEDING COMPANY shall forward to the REINSURER its statement of account and data requirements as set forth in Schedule G, together with its request for reimbursement for ADJUSTED GMIB CLAIMS as shown therein. In no case shall the AGGREGATE GMIB CLAIMS exceed the lesser of the AGGREGATE FORMULA CLAIM LIMIT and the AGGREGATE DOLLAR CLAIM LIMIT. If necessary, the request for reimbursement for ADJUSTED GMIB CLAIMS shall be reduced so that AGGREGATE GMIB CLAIMS do not exceed the lesser of the AGGREGATE DOLLAR CLAIM LIMIT or the AGGREGATE FORMULA CLAIM LIMIT. If requested by the REINSURER, the CEDING COMPANY shall provide the REINSURER with proof of claim, proof of claim payment and any other claim documentation requested by the REINSURER in accordance with Schedule G.

C.		If ADJUSTED GMIB CLAIMS are not paid by the REIMBURSEMENT DATE, interest in accordance with Article III, paragraph F will be assessed from the REIMBURSEMENT DATE.

D.		A final statement of accounts prepared by the CEDING COMPANY is due sixty (60) days after the TERMINATION DATE. On or before this date, the CEDING COMPANY shall forward to the REINSURER its final statement of account, which shall have the form of the Monthly Statement of Account as set forth in Schedule G.

E.		The CEDING COMPANY shall have six (6) months after the TERMINATION DATE to submit to REINSURER an amended final statement of account. Any amounts owed by either the CEDING COMPANY or the REINSURER, based on the amended final statement of account, must be paid within thirty (30) days of receipt of the amended final statement. If the amount owed is not paid within thirty (30) days of receiving the statement of account, the amount owed is subject to an interest charge in accordance with Article III, Paragraph F.

ARTICLE VII — RESERVES

A.		It is the intention of both the REINSURER and the CEDING COMPANY that the CEDING COMPANY qualifies for reinsurance credit in the state of Arkansas for reinsurance ceded hereunder. As a non-authorized reinsurer in Arkansas, REINSURER will comply with Arkansas Insurance Law relating to reinsurance credit for non-authorized reinsurers, as promulgated in Arkansas’s statutes on the effective date of this Agreement. Reserves held by the REINSURER for reinsurance of the variable annuity guaranteed minimum income benefit provided under this Agreement will be based on applicable regulatory guidelines.

B.		Provision for the credit for statutory reserves held by the REINSURER is satisfied if either:

the funds in a trust, subject to withdrawal solely by, and under the exclusive control of the



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			CEDING COMPANY, held in a qualified United States financial institution, as defined below, are at least as great as the credit for statutory reserve ;

	2.		cash or marketable securities are transferred to the CEDING COMPANY in an amount at least as great as the credit for statutory reserve;

	3.		clean, irrevocable, unconditional letters of credit, issued or confirmed by a qualified United States financial institution, in an amount at least as great as the credit for statutory reserve, meeting applicable standards of issuer acceptability as of the dates of their issuance;

	4.		a combination of (1), (2) and (3), such that the sum is at least as great as the credit for statutory reserve.

A qualified United States financial institution means an institution that meets either subdivision

	1.		Is organized, or in the case of a United States office of a foreign banking organization, is licensed, under the laws of the United States or any state in the United States, is regulated, supervised, and examined by federal or state authorities having regulatory authority over banks and trust companies, and has been determined by the insurance commissioner of New York to meet such standards of financial condition and standing as are considered necessary and appropriate to regulate the quality of financial institutions whose letters of credit will be acceptable to the insurance commissioner of New York.

	2.		For those institutions that are eligible to act as a fiduciary of a trust, is organized, or in the case of a United States branch or agency office of a foreign banking organization, is licensed, under the laws of the United States or any state in the United States, has been granted authority to operate with fiduciary powers, and is regulated, supervised, and examined by federal or state authorities having regulatory authority over banks and trust companies.

If the credit for statutory reserve is less than $250,000, the REINSURER is not required to make provision for the credit for statutory reserve.

ARTICLE VIII — LITIGATION

In the event any legal action is brought against the CEDING COMPANY relating to an ANNUITY CONTRACT, the CEDING COMPANY shall provide to the REINSURER written notice thereof, including a copy of the complaint, within thirty (30) BUSINESS DAYS after the CEDING COMPANY is served with the Complaint.



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ARTICLE IX — ACCESS TO RECORDS

A.		The REINSURER, or its duly authorized representatives, shall have access, including the right to photocopy and retain copies of documents, at any reasonable time during regular business hours, to all records of the CEDING COMPANY that reasonably pertain in any way to this Agreement. Books and records shall be maintained in accordance with prudent standards of insurance company record keeping and must be retained for a period of at least three (3) years after the final settlement date. Within one hundred and fifty (150) days following the end of each calendar year, the CEDING COMPANY and the REINSURER shall provide each other with copies of their respective audited financial statements.

B.		Upon reasonable notice, each party agrees to cooperate with the other in complying with any judicial, litigation or regulatory inquiry or request.

C.		The CEDING COMPANY and the REINSURER may come into the possession or knowledge of Confidential Information of the other in fulfilling obligations under this Agreement. Each party agrees to hold such Confidential Information in the strictest confidence and to take all reasonable steps to ensure that Confidential Information is not disclosed in any form by any means by each of them or by any of their employees to third parties of any kind, other than attorneys, accountants, reinsurance intermediaries, consultants or retrocessionaires having an interest in such information, except by advance written authorization by an officer of the authorizing party; provided, however, that either party will be deemed to have satisfied its obligations as to the Confidential Information by protecting its confidentiality in the same manner that the party protects its own proprietary or confidential information of like kind, which shall be at least a reasonable manner. Subject to the exclusion provided in paragraph D, below, “Confidential Information” means:

	1.		information or knowledge about each party’s products, processes, services, finances, customers, research, computer programs, marketing and business plans and claims management practices; and

	2.		any medical or other personal, individually identifiable information about people or business entities with whom the parties do business, including customers, prospective customers, vendors, suppliers, individuals covered by insurance plans, and each party’s producers and employees; and

	3.		records provided pursuant to Paragraphs A and B, above.

Notwithstanding the definition of “Confidential Information” provided in Paragraph C, above, Confidential Information does not include information that

(1.) is generally available to or known by the public; or

(2.) is disclosed pursuant to written authorization of an officer of the disclosing party; or

(3.) is disclosed pursuant to operation of law (including without limitation the lawful requirement of a governmental agency), provided (a) the non-disclosing party is given reasonable prior notice to enable it to seek a protective order, and (b) the disclosing party discloses only that information which, in the reasonable judgment of its counsel, is required to be disclosed; or



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(4.) has been lawfully obtained or developed by either party (a) independently or from any source other than the other party (provided that such source is not bound by a duty of confidentiality to such other party), and (b) not in violation of this Agreement.

E.		If either the CEDING COMPANY or the REINSURER discloses confidential information to interested parties such as, but not limited to, attorneys, accountants, reinsurance intermediaries, consultants or retrocessionaires having an interest in such information, such interested parties shall also be bound by this Article’s provisions on disclosing confidential information. The CEDING COMPANY or the REINSURER must inform the interested party of the provisions of this Article and agree to ensure that the interested parties honor the provisions.

F.		The REINSURER agrees that the names and addresses of all customers and prospective customers of the CEDING COMPANY, of the CEDING COMPANY’s parent company and of any affiliated company which may come to the attention of the REINSURER or any company or person affiliated with the REINSURER, as a result of this Agreement are confidential. Such customer information shall not be used, without the prior written consent of the CEDING COMPANY, by the REINSURER or any company or person affiliated with the REINSURER for any purpose whatsoever except as may be necessary in connection with the administration and servicing of products sold by or through the CEDING COMPANY.

G.		Except as otherwise permitted in this Agreement, the names and addresses of such customers and prospective customers that constitute confidential information under this Agreement shall not be furnished by the REINSURER to any other company or person including, but not limited to: (1) any of such company’s managers, agents or brokers which are not designated brokers of CEDING COMPANY; (2) any company not affiliated with the REINSURER or any manager, agent or broker of such company; or (3) any securities broker-dealer or any insurance agent affiliated with such broker-dealer other than Merrill Lynch, Pierce, Fenner & Smith.

H.		The REINSURER agrees that neither the REINSURER nor any company or person affiliated with the REINSURER shall use the Confidential Information to solicit directly any customers whose names constitute confidential information pursuant to this Article. The intent of this paragraph is that the REINSURER shall not utilize, or permit to be utilized, its knowledge of the CEDING COMPANY, of its parent company or of any affiliated companies or of the customers of any of the foregoing for the solicitation of sales of any products or services. This paragraph is not intended to prohibit any solicitation of such customers, but rather, to prohibit the use of the Confidential Information as a basis of such solicitation.

I.		This Article, with the exception of paragraph A, shall survive termination of this Agreement. Paragraph A of this Article expires 7 years after the TERMINATION DATE, other than for regulatory, audit, or investigative purposes.



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ARTICLE X. GRAMM-LEACH-BLILEY COMPLIANCE

The parties hereby acknowledge that they are subject to, or will act in a manner as if they were subject to, the privacy regulations under Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., pursuant to which regulations the parties are required to obtain certain undertakings from each other with regard to the privacy, use and protection of nonpublic personal financial information of CEDING COMPANY’s and/or the CEDING COMPANY’s affiliated broker-dealer’s clients or prospective clients or the CEDING COMPANY’s insureds or prospective insureds. Therefore, notwithstanding anything to the contrary contained in this Agreement, the parties agree that: (1) they shall not disclose or use any Client Data except to the extent necessary to carry out their obligations under this Agreement and for no other purpose, (2) they shall not disclose Client Data to any third party, including, without limitation, their respective third party service providers except to the extent necessary to carry out their obligations under this Agreement and then only with an agreement from the third party to use or disclose such Client Data only to the extent necessary to carry out their respective obligations under this Agreement and for no other purposes, (3) they shall maintain, and shall require all third parties approved under subsection (2) to maintain effective information security measures to protect Client Data from unauthorized disclosure or use, and (4) they shall provide each other with information regarding such security measures upon the reasonable request of the other party and promptly provide the other with information regarding any failure of such security measures or any security breach related to Client Data. The obligations set forth in this Section shall survive termination of the Agreement. For the purposes of this Agreement, Client Data means the nonpublic personal information (as defined in 15 U.S.C. § 6809(4)) of the parties’ clients or prospective clients or insureds or prospective insureds received by the other party in connection with the performance of its obligations under the Agreement, including, but not limited to (i) an individual’s name, address, e-mail address, IP address, telephone number and/or social security number, (ii) the fact that an individual has a relationship with the other party and their parents, affiliated or subsidiary companies, or (iii) an individual’s account information.

ARTICLE XI — UNINTENTIONAL ERRORS, MISUNDERSTANDINGS OR OMISSIONS

If failure to comply with any of the terms of this Agreement is shown to be the result of an unintentional error, misunderstanding or omission on the part of either the CEDING COMPANY or the REINSURER, the party adversely affected thereby will be restored to the position it would have occupied had no such error, misunderstanding or omission occurred, subject always to the correction of the error, misunderstanding or omission.

ARTICLE XII — CURRENCY

All retentions and limits hereunder are expressed in United States dollars and all premium and loss payments shall be made in United States currency.



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ARTICLE XIII — INSOLVENCY

A.		In the event of insolvency of the CEDING COMPANY, all reinsurance payments due under this Agreement from the REINSURER to the CEDING COMPANY shall be payable directly by the REINSURER to the CEDING COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the REINSURER’S liability to the CEDING COMPANY without diminution because of the insolvency of the CEDING COMPANY or because the liquidator, receiver, conservator or statutory successor of the CEDING COMPANY has failed to pay all or a portion of any claim.

B.		In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, or statutory successor will immediately give written notice to the REINSURER of all pending claims against the CEDING COMPANY on any contracts reinsured. While a claim is pending, the REINSURER may investigate and interpose, at its own expense, in the proceedings where the claim is adjudicated, any defense or defenses that it may deem available to the CEDING COMPANY or its liquidator, receiver, or statutory successor. The expense incurred by the REINSURER will 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 that 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 will be apportioned in accordance with the terms of the reinsurance agreement as though such expense had been incurred by the CEDING COMPANY.

C.		In the event of insolvency of the REINSURER, the CEDING COMPANY may recapture immediately all ceded benefits upon written notice to the REINSURER, its liquidator, receiver or statutory successor. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unpaid ADJUSTED GMIB CLAIMS and other amounts due the CEDING COMPANY on such reinsurance, at the date of recapture.



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ARTICLE XIV — ARBITRATION

A.		As a condition precedent to any right of action hereunder, any dispute between the parties with respect to the interpretation of this Agreement or any right, obligation or liability of either party, whether such dispute arises before or after termination of this Agreement, shall be submitted to arbitration upon the written request of either party. Each party shall select an arbitrator within thirty (30) days after the written request for arbitration. If either party refuses or neglects to appoint an arbitrator within thirty (30) days after the written request for arbitration, the other party may appoint the second arbitrator. The two arbitrators shall select an umpire within thirty (30) days after the appointment of the second arbitrator. If the two arbitrators fail to agree on the selection of the umpire within thirty (30) days after the appointment of the second arbitrator, each arbitrator shall submit to the other a list of three candidates, each arbitrator shall select one name from the list submitted by the other and the third arbitrator shall be selected from the two names chosen by a lot drawing procedure to be agreed upon by the arbitrators, failing which agreement the third arbitrator shall be chosen by the appointment procedures as established by ARIAS-US, from among the umpire candidates who have experience in matters of life reinsurance.

B.		The arbitrators and the umpire all shall be present or former, disinterested executive officers of insurance or reinsurance companies. The umpire shall preside at all hearings and meetings of the panel and shall announce the decision of the panel. The majority vote of the arbitrators and the umpire shall be the decision of the panel. The decision shall be in writing signed by the majority in favor thereof.

C.		The arbitration panel shall have power to fix all procedural rules for the holding of the arbitration including discretionary power to make orders as to matters which it may consider proper in the circumstances of the case including pleadings, discovery, inspection of documents, examination of witnesses and any other matter whatsoever relating to the conduct of the arbitration and may receive and act upon such evidence whether oral or written strictly admissible or not as it shall in its discretion think fit The arbitration panel shall interpret this Agreement as an agreement entered into in the highest good faith in keeping with the commercially recognized customs and practices of the reinsurance business and shall make its decision considering said customs and practices. The arbitration panel is released from judicial formalities and shall not be bound by strict rules of procedure and evidence. The panel is empowered to grant interim relief.

D.		The decision of the arbitration panel shall be final and binding on both parties. The arbitration panel may, at its discretion, award interest and compensatory damages. Judgment may be entered upon the final decision of the arbitration panel in any court of competent jurisdiction.

E.		All meetings and hearings before the arbitration panel shall take place in New York, New York unless some other place is mutually agreed upon by both parties or ordered by the panel.

F.		In the absence of a decision to the contrary by the arbitration panel, each party shall bear the expense of the arbitrator chosen by or for it and shall jointly and equally bear with the other



Merrill Lynch & ACE Tempest	GMIB	17

party the expense of the umpire and of the arbitration.

ARTICLE XV — OFFSET

A.		Either party shall have, and may exercise at any time and from time to time, the right to offset any balance or amounts whether on account of premiums, or on account of losses or otherwise, due from one party to the other under the terms of this Agreement.

B.		If this Agreement terminates early, both parties shall continue to be entitled to all offset credits up to the effective date of termination.

ARTICLE XVI — MISCELLANEOUS

A.		The CEDING COMPANY and REINSURER shall not have the right to assign or transfer any portion of the rights, duties and obligations of the other party under the terms and conditions of this Agreement without the written approval of the other party.

B.		CEDING COMPANY and REINSURER agree to review the reinsurance agreement on an annual basis, including discussion of results to date, possible expansion of the reinsurance program for additional business, restructuring or recapturing the treaty, and other topics. Both parties understand that circumstances that lead to a decision to recapture or restructure will be rare and generally unforeseen at the time that the treaty is signed.

C.		The REINSURER will pay the CEDING COMPANY a Federal Excise Tax allowance on each REMITTANCE DATE equal to the amount of any Federal Excise Tax paid by the CEDING COMPANY during the prior month, with the prior approval of the REINSURER, in connection with the annuities reinsured hereunder. The CEDING COMPANY will be responsible for the timely payment of Federal Excise Tax and for the filing of all required tax, information returns or filings with the Internal Revenue Service with respect to this Agreement.

D.		This Agreement means the text hereof and all Exhibits, Schedules and Amendments effected in accordance herewith. The Agreement constitutes the entire statement of agreement between the parties with regard to the subject matter hereof. There are no other understandings or agreements between the parties regarding the contracts reinsured other than as expressed in this Agreement. Any changes or additions to this Agreement must be effected by means of a written amendment that has been signed by both parties.

E.		Notwithstanding the termination of this Agreement as provided herein, its provisions will continue to apply hereunder to the end that all obligations and liabilities incurred by each party hereunder will be fully performed and discharged.

F.		If any provision of this Agreement should be rendered invalid, illegal or unenforceable, the parties will renegotiate the Agreement in good faith to cure such invalid, illegal or unenforceable provision. If such negotiations are unsuccessful to resolve the matter, then (i)



Merrill Lynch & ACE Tempest	GMIB	18

ARTICLE XVII — NOTICES

All notices required to be given hereunder shall be in writing and shall be deemed delivered if personally delivered, sent via reputable overnight carrier, sent via facsimile with evidence of successful transmission, or dispatched by certified or registered mail, return receipt requested, postage prepaid, addressed to the parties as follows:

Chief Actuary
Merrill Lynch Insurance Group
1300 Merrill Lynch Road, 2^nd Floor
Pennington, NJ 08534
Phone: (609) 274-5312 Fax: (609) 274-0920

With a copy to:
Barry G. Skolnick
General Counsel
Merrill Lynch Insurance Group
1300 Merrill Lynch Road, 2nd Floor
Pennington, NJ 08534
Phone: (609) 274-5390 Fax: (609) 274-0926

Chief Financial Officer
ACE Tempest Life Reinsurance Ltd.
The ACE Building, 30 Woodbourne Avenue
Hamilton, HM 08 Bermuda
Phone: (441) 298-9532 Fax: (441) 295-2888

Notice shall be deemed given on the date it is received in accordance with the foregoing. Any party may change the person and/or the address to which notices are to be sent by notifying the other party of such change of address in writing in accordance with the foregoing.



Merrill Lynch & ACE Tempest	GMIB	20

SCHEDULE B-1

Contracts Subject to this Reinsurance Agreement


Form
Number*		Policy Description
ML-VA-002		Retirement Plus
ML-VA-006		IRA Annuity

ML-076		Guaranteed Minimum Income Benefit Rider


*		Includes any state specific variation of the above-described forms as of the EFFECTIVE DATE and any subsequent state specific variation, if such subsequent state specific variation does not have any impact on the risk assumed by the REINSURER. The CEDING COMPANY shall notify the REINSURER of any state specific variation after the EFFECTIVE DATE which could have any impact on the risk assumed by the REINSURER and such variation shall be treated the same as a policy form change under Article IV, Section B, provided that the REINSURER shall not unreasonably refuse to approve such subsequent state specific variation.



Merrill Lynch & ACE Tempest	GMIB	23

SCHEDULE B-2

Subaccounts Subject to this Reinsurance Agreement

Retirement Plus

Merrill Lynch Variable Series Funds,Inc.

American Balanced V.I. Fund

Basic Value V.I. Fund

Core Bond V.I. Fund

Developing Capital Markets V.I. Fund

Domestic Money Market V.I. Fund

Focus Twenty V.I. Fund

Fundamental Growth V.I. Fund

Global Allocation V.I. Fund

Global Growth V.I. Fund

Government Bond V.I. Fund

High Current Income V.I. Fund

Index 500 V.I. Fund

Large Cap Core V.I. Fund

Large Cap Value V.I. Fund

Reserve Assets V.I. Fund

Small Cap Value V.I. Fund

Utilities and Telecommunications V.I. Fund

MLIG Variable Insurance Trust

Roszel/Lord Abbett Mid Cap Value Portfolio

Roszel/Seligman Mid Cap Growth Portfolio

Roszel/PIMCO Small Cap Value Portfolio

Roszel/JP Morgan Small Cap Growth Portfolio

Roszel/Delaware Trend Portfolio

Roszel/Lord Abbett Affiliated Portfolio

Roszel/PIMCO CCM Capital Appreciation Portfolio

AIM Variable Insurance Funds

AIM V.I. Capital Appreciation Fund

AIM V.I. Premier Equity Fund

Alliance Variable Products Series Fund,Inc.

Alliance Premier Growth Portfolio

Alliance Quasar Portfolio

Alliance Technology Portfolio

American Century Variable Portfolios, Inc.

VP International Fund

Davis Variable Account Fund,Inc.

Davis Value Portfolio

Mercury Variable Trust

Mercury International Value V.I. Fund

Mercury V.I. Funds, Inc.

Merrill Lynch Large Cap Growth V.I. Fund

MFS Variable Insurance Trust

MFS Emerging Growth Series

MFS Research Series.

PIMCO Variable Insurance Trust

Total Return Portfolio



Merrill Lynch & ACE Tempest	GMIB	24

SCHEDULE B-2 (Continued)

Subaccounts Subject to this Reinsurance Agreement

IRA Annuity

Merrill Lynch Investment Managers

Basic Value Fund

Core Bond Portfolio

Fundamental Growth Fund

Global Allocation Fund

S&P 500 Index Fund

Ready Assets Trust

Small Cap Value Fund

U.S. Government Mortgage Fund

AIM Funds

AIM Constellation Fund

AIM Premier Equity Fund

Alliance Capital

Alliance Premier Growth Fund

Alliance Growth and Income Fund

American Funds

Bond Fund of America

Growth Fund of America

Income Fund of America

Investment Company of America

American Century

Equity Income Fund

Davis Funds

Davis New York Venture Fund

Delaware Investments

Delaware Trend Fund

Fidelity Investments

Fidelity Advisor Overseas Fund

Fidelity Advisor Equity Growth Fund

Fidelity Advisor Mid Cap Fund

Lord Abbett

Bond-Debenture Fund

Mid-Cap Value Fund

MFS Investment Management

MFS Core Growth Fund

MFS Research International Fund

MFS Mid Cap Growth Fund

Oppenheimer Funds

Global Fund

Main Street Growth and Income Fund

Quest Opportunity Value Fund

PIMCO Funds

Renaissance Fund

Small Cap Value Fund

Total Return Fund

Putnam Investments

Fund for Growth and Income

International Growth Fund

Voyager Fund

Seligman Value Fund Series

Small-Cap Value Fund

Franklin Templeton Investments

Templeton Foreign Fund

Templeton Growth Fund

Van Kampen Investments

Aggressive Growth Fund

Comstock Fund

Equity and Income Fund



Merrill Lynch & ACE Tempest	GMIB	25

SCHEDULE C-1

Limits and Rules of the CEDING COMPANY

1)		CEDING COMPANY will determine the ADJUSTED GMIB CLAIM for each qualified annuitization within seven (7) working days of GMIB EXERCISE.

2)		CEDING COMPANY reserves the right to limit cumulative RETAIL ANNUITY PREMIUMS in excess of $1,000,000.

3)		The minimum annuity purchase is $5,000 for non-qualified contracts and $2,000 for qualified contracts for Retirement Plus and $25,000 for IRA Annuity.

4)		Valid issue ages for GMIB are 0 to 75, age last birthday.

5)		Partial withdrawals of the ANNUITY CONTRACT’S REINSURED ACCOUNT VALUE will reduce the REINSURED GMIB BENEFIT BASE in the same proportion as the ratio of the REINSURED ACCOUNT VALUE immediately after the withdrawal to the REINSURED ACCOUNT VALUE immediately before the withdrawal.



Merrill Lynch & ACE Tempest	GMIB	26

SCHEDULE C-2

Limits and Rules of the REINSURER

1)		REINSURER’S liability cannot be increased as a result of CEDING COMPANY’S actions with respect to contested claims.

2)		The REINSURER will not be liable for extracontractual damages (whether they constitute compensatory damages, statutory penalties, exemplary or punitive damages) which are awarded against the CEDING COMPANY.

3)		The REINSURER’s liability to accept new business hereunder could end before October 31, 2005. The REINSURER’S liability to accept new contracts hereunder will end on the BUSINESS DAY when the sum of the cumulative RETAIL ANNUITY PREMIUMS for the ANNUITY CONTRACTS exceeds $1.2 billion, unless extended by mutual agreement.

4)		The REINSURER is liable to accept subsequent RETAIL ANNUITY PREMIUMS on ACTIVE CONTRACTS deposited after the treaty is closed for new business in accordance with paragraph 4.

5)		A contract where a spousal continuation occurs will continue to be subject to this Agreement, provided that the GMIB coverage remains in force at the time of such continuation.



Merrill Lynch & ACE Tempest	GMIB	27

SCHEDULE F

REINSURER Share of Risk by CONTRACT TYPE & GMIB TYPE

For each annuitant with aggregate RETAIL ANNUITY PREMIUMS on all ANNUITY CONTRACTS no greater than $5,000,000, the REINSURER liability will be based on the share of risk from the tables below.

For each annuitant with aggregate RETAIL ANNUITY PREMIUMS in excess of $5,000,000, if the CEDING COMPANY does not receive written permission from the REINSURER to include the amount over $5,000,000 in this Agreement, the REINSURER’s liability equals {$5,000,000 divided by aggregate RETAIL ANNUITY PREMIUMS}, times the share of risk from the tables below.

For each annuitant with aggregate RETAIL ANNUITY PREMIUMS in excess of $5,000,000, if the CEDING COMPANY does receive written permission from the REINSURER to include the amount over $5,000,000 in this Agreement, the REINSURER’s liability will be based on the share of risk from the tables below.

GMIB TYPES:
Guaranteed Minimum Income Benefit Rider


CONTRACT TYPE	Share of Risk
Retirement Plus		100.00	%
IRA Annuity		100.00	%

No other options available



Merrill Lynch & ACE Tempest	GMIB	31

SCHEDULE G

Reporting Format and Data Requirements

Monthly Reporting Data Requirements (prepared by CEDING COMPANY) ACTIVE CONTRACTS and those terminating during the month only:
Insured Life (annuitant) SSN
Contract Identifier
Insured Life Indicator (Annuitant, Owner, or Other)
Insured Life Issue Age
Insured Life Sex
Second Life Issue Age (if joint contract)
Second Life Sex (if joint contract)
Issue Date
Qualified Status
Contract Type
Initial Retail Premium
Cumulative Retail Premium
Cumulative Withdrawals
Account value by subaccount
GMIB Benefit Base
Termination Date
Termination Reason (surrender, death, annuitization)
Optional benefit indicators

Quarterly Reporting Requirements (prepared by REINSURER)
GAAP Surplus position
Standard and Poor’s Ratings

GMIB Annual Seriatim Claim Reporting (prepared by CEDING COMPANY)
This includes Monthly Reporting Data Requirements as of the Date of Notification (the date that annuitization related paperwork is submitted in full), plus the following:

Date of Annuitization
Annuity Form Elected
Guaranteed Purchase Rate
Current Purchase Rate based on treaty definition
GMIB Benefit Base
ADJUSTED GMIB CLAIM

Monthly Statement of Account (prepared by CEDING COMPANY)
(prepared for each CONTRACT TYPE and GMIB TYPE combination and in aggregate)

1.		Calculated value of MONTHLY BENEFIT BASE

2.		Calculated value of MONTHLY REINSURANCE PREMIUM

3.		Calculated value of AGGREGATE DOLLAR CLAIM LIMIT, AND AGGREGATE FORMULA CLAIM LIMIT

4.		ADJUSTED GMIB CLAIMS reported during the current month



Merrill Lynch & ACE Tempest	GMIB	32

SCHEDULE I

Calculation of ADJUSTED GMIB CLAIM

A. Income Benefit Net Amount at Risk (IBNAR_t)

The IBNAR_t, for each ANNUITY CONTRACT reinsured hereunder in calendar year t shall be equal to the following:

IBNAR_t = Maximum (RGIB_t * Minimum (CAPR_t / GAPR_t, 0.85) — RAV_t, 0)

where:

RGIB_t is the REINSURED GMIB BENEFIT BASE, and RAV_t is the REINSURED ACCOUNT VALUE, both as defined in Article I, calculated on the ANNUITY CONTRACT’s anniversary in calendar year t.

GAPR_t is the monthly Guaranteed Annuity Purchase Rate (single premium required to purchase annuity income), calculated on the ANNUITY CONTRACT’s anniversary in year t, using the following assumptions:


• Mortality Table		Annuity2000
• Age Setback		5 years
• Mortality Improvement:		None
• Interest Rate:		2.5% all years
• Age:		Age Last Birthday on exercise date
• Annuity Form:		Form elected by retail customer, but must be life contingent, with certain period not to exceed 10 years

CAPRt is the monthly Current Annuity Purchase Rate (single premium required to purchase annuity income), calculated on the ANNUITY CONTRACT’s anniversary in calendar year t, using the following assumptions:


• Mortality Table		Annuity2000
• Age Setback		None
• Mortality Improvement:		Scale G (1995TSA)
• Interest Rate:		The yield on the most recently auctioned 10-year Treasury Security, as posted in the Wall Street Journal, at the beginning of the month in which exercise occurs, plus 75 bps
• Age:		Age Last Birthday on exercise date
• Annuity Form:		Form elected by retail customer, but must be life contingent, with certain period not to exceed 10 years

The impact of premium taxes, other expenses, and gender on the calculation of GAPR_t and CAPR_t will be applied on a consistent basis.

The monthly income calculated from CAPR_t is for reinsurance purposes only, and the CEDING COMPANY may use other approaches with retail customers.



Merrill Lynch & ACE Tempest	GMIB	34

B. Annual Annuitization Limit Ratio (AALRatio_t)

The AALRatio_t for calendar year t shall be equal to the following:

AALRatio_t = ExercisedRGIB_t / EligibleRGIB_t

where:

ExercisedRGIB_t is the sum of the REINSURED GMIB BENEFIT BASE for each ACTIVE CONTRACT that terminates in calendar year t through a GMIB EXERCISE, measured on the ACTIVE CONTRACT’s anniversary during calendar year t.

EligibleRGIBt is the sum of the REINSURED GMIB BENEFIT BASE for each ACTIVE CONTRACT that has been reinsured hereunder for at least 120 months, measured on the earlier of the ACTIVE CONTRACT’s anniversary during calendar year t, or the date that the ACTIVE CONTRACT terminates during calendar year t.

C. ADJUSTED GMIB CLAIM (AdjGMIB_t)

The ADJUSTED GMIB CLAIM for each ANNUITY CONTRACT that terminates in calendar year t through a GMIB EXERCISE shall be equal to the following:

AdjGMIB_t = IBNAR_t * (Minimum (AALRatio_t, 0.20) / AALRatio_t)



Merrill Lynch & ACE Tempest	GMIB	35

AMENDMENT NO. 1

to the

VARIABLE ANNUITY GMIB REINSURANCE AGREEMENT,
effective October 1, 2002,

between

MERRILL LYNCH LIFE INSURANCE COMPANY
(the “CEDING COMPANY”)

and

ACE TEMPEST LIFE REINSURANCE LTD.
(the “REINSURER”)

Effective July 1, 2004, this Amendment is hereby attached to and becomes a part of the above-described Reinsurance Treaty. It is mutually agreed that:

•

The subaccounts covered by this Agreement will be updated.

To effect this change, the following provisions of this Agreement are hereby amended:

Schedule B-2, Subaccounts Subject to this Reinsurance Agreement, is hereby replaced by the attached Schedule B-2.

This Amendment is effective only if fully executed on or before January 31, 2005.


MERRILL LYNCH LIFE INSURANCE COMPANY

By:	/s/ Deborah Adler

	Title:	SVP & Chief Actuary	Date: 12/21/2004

By:	/s/ Barry G. Skolnick

	Title:	SVP & General Counsel	Date: 12/22/2004

ACE TEMPEST LIFE REINSURANCE LTD.

By:	/s/ Ari Lindner

	Title:	SVP and Chief Life Officer	Date: Dec. 15, 2004

By:	/s/ Husan Tseng

	Title:	VP and Life Actuary	Date: Dec. 15, 2004

Merrill Lynch and ACE Tempest Re GMIB

SCHEDULE B-2

Subaccounts Subject to this Reinsurance Agreement

Retirement Plus
Merrill Lynch Variable Series Funds, Inc.

American Balanced V.I. Fund
Basic Value V.I. Fund
Core Bond V.I. Fund
Developing Capital Markets V.I. Fund
Domestic Money Market V.I. Fund
Focus Twenty V.I. Fund
Fundamental Growth V.I. Fund
Global Allocation V.I. Fund
Global Growth V.I. Fund
Government Bond V.I. Fund
High Current Income V.I. Fund
Index 500 V.I. Fund
International Value V.I. Fund
Large Cap Core V.I. Fund
Large Cap Growth V.I. Fund
Large Cap Value V.I. Fund
Small Cap Value V.I. Fund
Utilities and Telecommunications V.I. Fund

MLIG Variable Insurance Trust

Roszel/Lord Abbett Mid Cap Value Portfolio
Roszel/Seligman Mid Cap Growth Portfolio
Roszel/PIMCO Small Cap Value Portfolio
Roszel/JP Morgan Small Cap Growth Portfolio
Roszel/Delaware Trend Portfolio
Roszel/Lord Abbett Affiliated Portfolio
Roszel/PIMCO CCM Capital Appreciation Portfolio

AIM Variable Insurance Funds

AIM V.I. Capital Appreciation Fund
AIM V.I. Premier Equity Fund

AllianceBernstein Variable Products Series Fund, Inc.

Alliance Premier Growth Portfolio
Alliance Technology Portfolio

American Century Variable Portfolios, Inc.

VP International Fund
VP Ultra Fund

Davis Variable Account Fund, Inc.

Davis Value Portfolio

Federated Insurance Series

Federated Capital Appreciation Fund II
Federated Kaufmann Fund II

MFS Variable Insurance Trust

MFS Emerging Growth Series

PIMCO Advisors VIT

PEA Renaissance Portfolio

PIMCO Variable Insurance Trust

Total Return Portfolio

Van Kampen Life Investment Trust

Comstock Portfolio

Merrill Lynch and ACE Tempest Re GMIB

SCHEDULE B-2 (Continued)

Subaccounts Subject to this Reinsurance Agreement

IRA Annuity

Merrill Lynch Investment Managers

Basic Value Fund
Core Bond Portfolio
Fundamental Growth Fund

Global Allocation Fund
S&P 500 Index Fund

Ready Assets Trust

Small Cap Value Fund

U.S. Government Mortgage Fund

AIM Funds

AIM Constellation Fund

AIM Premier Equity Fund

AllianceBernstein

AllianceBernstein Premier Growth Fund

AllianceBernstein Growth and Income Fund

American Funds

Bond Fund of America
Growth Fund of America
Income Fund of America
Investment Company of America

American Century

Equity Income Fund

Davis Funds

Davis New York Venture Fund

Delaware Investments

Delaware Trend Fund

Fidelity Investments

Fidelity Advisor Overseas Fund
Fidelity Advisor Equity Growth Fund
Fidelity Advisor Mid Cap Fund

Lord Abbett

Bond-Debenture Fund
Mid-Cap Value Fund

MFS Investment Management

MFS Core Growth Fund
MFS Research International Fund
MFS Mid Cap Growth Fund

Oppenheimer Funds

Global Fund
Main Street Fund
Quest Opportunity Value Fund

PIMCO Funds

Renaissance Fund
Small Cap Value Fund
Total Return Fund

Putnam Investments

Fund for Growth and Income
International Equity Fund
Voyager Fund

Seligman Value Fund Series

Small-Cap Value Fund

Franklin Templeton Investments

Templeton Foreign Fund
Templeton Growth Fund

Van Kampen Investments

Aggressive Growth Fund
Comstock Fund
Equity and Income Fund

Merrill Lynch and ACE Tempest Re GMIB

AMENDMENT NO. 2

to the

VARIABLE ANNUITY GMIB REINSURANCE AGREEMENT,
effective October 1, 2002,

between

MERRILL LYNCH LIFE INSURANCE COMPANY
(the “CEDING COMPANY”)

and

ACE TEMPEST LIFE REINSURANCE LTD.
(the “REINSURER”)

Effective January 1, 2005, this Amendment is hereby attached to and becomes a part of the above-described Reinsurance Treaty. It is mutually agreed that:

•

The subaccounts covered by this Agreement will be updated.

To effect this change, the following provisions of this Agreement are hereby amended:

Schedule B-2, Subaccounts Subject to this Reinsurance Agreement, is hereby replaced by the attached Schedule B-2.

This Amendment is effective only if fully executed on or before April 30, 2006.


MERRILL LYNCH LIFE INSURANCE COMPANY

By:	/s/ Deborah Adler

	Title:	CEO & President	Date: 8/25/00

By:	/s/ Radha Lakshminarayana

	Title:	V.P. & Corporate Actuary	Date: 4/26/06

ACE TEMPEST LIFE REINSURANCE LTD.

By:	/s/ Ari Lindner

	Title:	President	Date: 3/27/06

By:	/s/ Huan Tseng

	Title:	VP and Life Actuary	Date: 3/27/06

Merrill Lynch and ACE Tempest Re GMIB

SCHEDULE B-2

Subaccounts Subject to this Reinsurance Agreement

Retirement Plus
FAM Variable Series Funds, Inc.

Mercury American Balanced V.I. Fund
Mercury Basic Value V.I. Fund
Mercury Core Bond V.I. Fund
Mercury Domestic Money Market V.I. Fund
Mercury Fundamental Growth V.I. Fund
Mercury Global Allocation V.I. Fund
Mercury Global Growth V.I. Fund
Mercury Government Bond V.I. Fund
Mercury High Current Income V.I. Fund
Mercury Index 500 V.I. Fund
Mercury International Value V.I. Fund
Mercury Large Cap Core V.I. Fund
Mercury Large Cap Growth V.I. Fund
Mercury Large Cap Value V.I. Fund
Mercury Value Opportunities V.I. Fund
Mercury Utilities and Telecommunications V.I. Fund

MLIG Variable Insurance Trust

Roszel/Lord Abbett Mid Cap Value Portfolio
Roszel/Seligman Mid Cap Growth Portfolio
Roszel/Allianz NFJ Small Cap Value Portfolio
Roszel/JP Morgan Small Cap Growth Portfolio
Roszel/Delaware Trend Portfolio
Roszel/Lord Abbett Affiliated Portfolio
Roszel/Allianz CCM Capital Appreciation Portfolio

AIM Variable Insurance Funds

AIM V.I. Capital Appreciation Fund
AIM V.I. Premier Equity Fund

AllianceBernstein Variable Products Series Fund, Inc.

Alliance Large Cap Growth Portfolio
Alliance Global Technology Portfolio

American Century Variable Portfolios, Inc.

VP International Fund
VP Ultra Fund

Davis Variable Account Fund, Inc.

Davis Value Portfolio

Federated Insurance Series

Federated Capital Appreciation Fund II
Federated Kaufmann Fund II

MFS Variable Insurance Trust

MFS Emerging Growth Series

Premier VIT

OpCap Renaissance Portfolio

PIMCO Variable Insurance Trust

Total Return Portfolio

Van Kampen Life Investment Trust

Comstock Portfolio

Merrill Lynch and ACE Tempest Re GMIB

SCHEDULE B-2 (Continued)

Subaccounts Subject to this Reinsurance Agreement

IRA Annuity

Merrill Lynch Investment Managers

Basic Value Fund

Core Bond Portfolio

Fundamental Growth Fund

Global Allocation Fund
S&P 500 Index Fund
Ready Assets Trust
Value Opportunities Fund

U.S. Government Mortgage Fund

AIM Funds

AIM Constellation Fund
AIM Premier Equity Fund

AllianceBernstein

AllianceBernstein Large Cap Growth Fund

AllianceBernstein Growth and Income Fund

Allianz Funds

OCC Renaissance Fund

NFJ Small Cap Value Fund

American Funds

Bond Fund of America
Growth Fund of America

Income Fund of America

Investment Company of America

American Century

Equity Income Fund

Davis Funds

Davis New York Venture Fund

Delaware Investments

Delaware Trend Fund

Fidelity Investments

Fidelity Advisor Overseas Fund

Fidelity Advisor Equity Growth Fund

Fidelity Advisor Mid Cap Fund

Lord Abbett

Bond-Debenture Fund

Mid-Cap Value Fund

MFS Investment Management

MFS Core Growth Fund
MFS Research International Fund
MFS Mid Cap Growth Fund

Oppenheimer Funds

Global Fund

Main Street Fund
Quest Opportunity Value Fund

PIMCO Funds

Total Return Fund

Putnam Investments

Fund for Growth and Income
International Equity Fund
Voyager Fund

Seligman Value Fund Series

Smaller-Cap Value Fund

Franklin Templeton Investments

Templeton Foreign Fund
Templeton Growth Fund

Van Kampen Investments

Aggressive Growth Fund
Comstock Fund
Equity and Income Fund

Merrill Lynch and ACE Tempest Re GMIB

		such invalid, illegal or unenforceable provision will be deleted from the Agreement, (ii) to the maximum extent permitted by law, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement and (iii) this Agreement will be construed to give effect to the remaining provisions hereof to carry out its original intent.

G.		The validity of this Agreement, the construction and enforcement of its terms, and the interpretation of the rights and duties of the parties shall be governed by the laws of the State of New York, without regard for conflicts of law rules.