1
                                                                   EXHIBIT 10.13




                                   AUTOMATIC
                           YEARLY RENEWABLE TERM (NR)
                        LIFE REINSURANCE AGREEMENT #116A

                                    between

                     CITIZENS INSURANCE COMPANY OF AMERICA
                                of Austin, Texas

                       (herein called the CEDING COMPANY)



                                   EFFECTIVE:

                                 March 1, 1982


                                      and


                     THE CENTENNIAL LIFE INSURANCE COMPANY
                             Overland Park, Kansas
                         (herein called the REINSURER)
                           Changed to Puritan 6/1/86
                             Changed to ERC 1/1/87





                                    10.13-1
   2
                               TABLE OF CONTENTS
                              (Auto-YRT Agreement)

                                   TITLE PAGE
                               TABLE OF CONTENTS



ARTICLE        PARAGRAPH TITLE
- -------        ---------------
                                     
- --                        0                Agreement Clause

I                                          AUTOMATIC REINSURANCE

                          1                Application of Agreement
                          2                Automatic Acceptance
                          3                Jumbo Risk Defined
                          4                Waiver of Premium Benefit
                          5                Accidental Death Benefit
                          6                Payor Benefit
                          7                Other Benefits
                          8                Multiple Policies on One Risk
                          9                Changes to Retention
                          10               Notification and Cession Procedures

II                                         FACULTATIVE REINSURANCE

                          11               Facultative Submission
                          12               Facultative Option
                          13               Submission Procedure
                          14               Cession Procedure

III                                        DURATION OF REINSURER'S LIABILITY

                          15               Initiation and Termination of Liability

IV                                         PLAN OF REINSURANCE

                          16               Basis of Agreement
                          17               Description of Business Reinsured - Policy Modifications
                          18               Plan Terms and Conditions
                          19               Policy Loans and Administration

V                                          CONSIDERATION

                          20               Life Reinsurance
                          20 a.            Premiums Other Than Flat Extras
                          20 b.            Permanent Flat Extras
                          20 c.            Temporary Flat Extras
                          21               Waiver of Premium Coinsured





                                   10.13-2
   3
                               TABLE OF CONTENTS
                              (Auto-YRT Agreement)



ARTICLE            PARAGRAPH TITLE
- -------            ---------------
                                     
                          22               Other Benefits
                          22 a.            Accidental Death Benefit
                          22 b.            Payor Benefits Coinsured
                          22 c.            Interim Insurance
                          23               Mode of Premium Payment

VI                                         TAX CREDITS

                          24               Premium Taxes

VII                                        CONVERSIONS

                          25               Reinsurance of Converted Policies
                          26               Premium Calculation for Conversions

VIII                                       REINSURANCE PREMIUM DUE DATES

                          27               Billing Statement
                          28               Due Dates and Defaults
                          29               Refund of Unearned Premium

IX                                         ERRORS AND OMISSIONS

                          30               Unintentional Errors and Omissions

X                                          EXPENSE OF ORIGINAL POLICY

                          31               Policy Expenses

XI                                         RECAPTURE PRIVILEGE

                          32               Recapture Option
                          33               Proportional Reinsurance Reduction
                          34               "All or Nothing" and Timing

XII                                        CLAIMS

                          35               Reinsurer's Claim Liabilities
                          36               Lump Sum Reinsurance Settlement
                          37               Contested Claims






                                    10.13-3
   4
                               TABLE OF CONTENTS
                              (Auto-YRT Agreement)

                                   TITLE PAGE
                               TABLE OF CONTENTS



ARTICLE           PARAGRAPH TITLE
- -------           ---------------
                                     
                          38               Claims Notification and Authorization
                          39               Misstatement of Age and Sex
                          40               Waiver of Premium Claims
                          41               Conditional Receipt Claims
                          42               Other Claim

XIII                                       REINSTATEMENT

                          43               Automatic Reinsurance Reinstatement

XIV                                        INSOLVENCY

                          44               Insolvency Clause

XV                                         ARBITRATION

                          45               Interpretation of Reinsurance Agreement
                          46               Appointment of Arbitrators
                          47               Qualification of Arbitrators
                          48               Binding Arbitration

XVI                                        EXAMINATION OF RECORDS

                          49               Reinsurer's Examination of Records

XVII                                       PARTIES TO THE AGREEMENT

                          50               Exclusivity of the Relationship

XVIII                                      TERMINATION OF AGREEMENT

                          51               Effective Date of Termination
                          52               Reinsurance of In Force Business


                                 EXECUTION PAGE
                               INSOLVENCY CLAUSE


                                        
EXHIBIT I                                  RETENTION
EXHIBIT II                                 YRT RATES






                                    10.13-4
   5
                               TABLE OF CONTENTS
                              (Auto-YRT Agreement)



ARTICLE                           PARAGRAPH TITLE
- -------                           ---------------
                               
EXHIBIT III                       CESSION FORMS
EXHIBIT IV                        COINSURANCE COMMISSION
EXHIBIT V                         DESCRIPTION OF BUSINESS REINSURED
EXHIBIT VI                        ACCIDENTAL DEATH BENEFITS

ADDENDUM #1                       GUARANTEED INSURABILITY BENEFITS AND CONDITIONAL RECEIPT COVERAGE






                                    10.13-5
   6
The Centennial Life Insurance Company of Overland Park, Kansas (hereinafter
called the REINSURER), in consideration of the mutual covenants contained
herein agrees with Citizens Insurance Company of America of Austin, Texas
(hereinafter called the CEDING COMPANY), as follows:

                                   ARTICLE I
                             AUTOMATIC REINSURANCE

1.       Application of Agreement

This Agreement applies to international business written on risks whose
surnames begin with the letters "A" through "L" and on all risks who are
citizens of Argentina, Columbia, Honduras, and Nicaragua and which is reinsured
by the CEDING COMPANY on or after the effective date of this Agreement for
issue amounts in excess of the amounts shown at Exhibit I.

2.       Automatic Acceptance

Whenever, the CEDING COMPANY requires reinsurance for the excess over its
retention of life insurance on a policy which is underwritten with the CEDING
COMPANY's usual underwriting standards for individually selected risks and is
not a group conversion or classified as a jumbo risk, the CEDING COMPANY will
cede and the REINSURER will accept such reinsurance up to four times the
retention of the CEDING COMPANY on any one risk whenever the CEDING COMPANY
retains its maximum retention as indicated at Exhibit I.  The initial minimum
amount of life reinsurance under each cession shall be $1,000 unless otherwise
mutually agreed to in writing.

3.       Jumbo Risk Defined

For the purpose of this Agreement, a jumbo risk is defined as one where the
papers of the CEDING COMPANY indicate that the proposed insured I s total life
insurance in force and applied for in all companies exceeds the following:



                 Insurance Age          Total Line
                 -------------          ----------
                                     
                      0-14              $1,500,000
                      15-65              5,000,000
                      66-75              1,500,000


4.       Waiver of Premium Benefit

Waiver of premium reinsurance my be ceded automatically to the REINSURER in an
amount equal to but not exceeding the life reinsurance.

5.       Accidental Death Benefit

Accidental Death coverage (Double Indemnity) my be ceded automatically
concurrent with the base life coverage for amounts up to $250,000 on any one
risk provided that the total amount of such benefits in force and applied for
in all companies does not exceed $250,000.  Amounts in excess of $250,000 may
be submitted facultatively.

6.       Payor Benefit

The payor benefit my be ceded automatically on a coinsurance basis as a benefit
on a child's contract reinsured.





                                    10.13-6
   7
7.       Other Benefits

Any other benefits not specifically described in this Article my be reinsured
with the REINSURER subject to written agreement between both parties.

8.       Multiple Policies on One Risk

Whenever the CEDING COMPANY is already on the risk for its maximum retention
under policies previously issued, the REINSURER will accept automatically
additional amounts for reinsurance within the limits outlined above provided
there has been no change affecting the insurability of the risk.  Otherwise,
the reinsurance shall be submitted on a facultative basis.

9.       Changes to Retention

The CEDING COMPANY will have the right to modify its limits affecting
reinsurance by giving the REINSURER 14 days notice in writing.  The amount of
reinsurance to be ceded automatically to the REINSURER on any life after such
new limits take effect will be determined by mutual agreement between the two
companies.

10.      Automatic Reinsurance Notification and Cession Procedures

Whenever the CEDING COMPANY issues a policy on which automatic life reinsurance
is to be ceded to the REINSURER, it will forward a preliminary notification
form in substantial accord with Part A of Exhibit III.  When a policy on which
reinsurance is ceded automatically hereunder to the REINSURER is paid for, the
CEDING COMPANY will forward a reinsurance cession form in substantial accord
with Part B of Exhibit III together with, in the case of substandard
reinsurance, copies of the original application, medical examiners' reports,
inspection reports and all other papers bearing on the INSURABILITY of the
risk.

                                   ARTICLE II
                            FACULTATIVE REINSURANCE

11.      Facultative Submission

Whenever the CEDING COMPANY desires reinsurance on a risk not eligible for
automatic cession under the provisions of Article I, the CEDING COMPANY may
apply to the REINSURER for facultative reinsurance.

12.      Facultative Option

Other provisions of this Agreement not withstanding, the CEDING COMPANY may
submit any risk facultatively to the REINSURER with or without retaining all or
any part of its usual retention.

13.      Facultative Submission Procedure

Whenever the CEDING COMPANY applies to the REINSURER for facultative
reinsurance, it will forward to the REINSURER an application form in
substantial accord with Part A of Exhibit III together with copies of the
original application, radical examiners' reports, inspection reports and all
other papers bearing on the INSURABILITY of the risk.  The REINSURER will
examine the papers immediately upon receipt of such application and, as soon as
possible, notify the CEDING COMPANY of its decision.





                                    10.13-7
   8
14.      Facultative Cession Procedure

When a policy on which facultative reinsurance has been obtained from the
REINSURER is paid for, the CEDING COMPANY will forward to the REINSURER a
reinsurance cessions form in substantial accord with Part B of Exhibit III.

                                  ARTICLE III
                       DURATION OF REINSURER'S LIABILITY

15.      Initiation and Termination of Liability

The liability of the REINSURER shall begin and end simultaneously with that of
the CEDING COMPANY provided that, in the case of a facultative submission, the
REINSURER has notified the CEDING COMPANY of its acceptance of the risk and the
CEDING COMPANY has mailed a reinsurance cession form in accordance with Part B
of Exhibit III.

                                   ARTICLE IV
                              PLAN OF REINSURANCE

16.      Basis of Agreement

Life reinsurance shall be ceded on the Yearly Renewable Term (YRT) rates at
Exhibit II for the net amount at risk determined as the difference between the
face amount and terminal reserves of the amount reinsured on the original
policy issued by the CEDING COMPANY, unless another determination is mutually
agreed upon in writing.  For technical reasons relating to deficiency reserves,
the YRT rates at Exhibit II are not guaranteed.  However, any adjustment in
those rates will not exceed CSO 58 3% YRT rates which are guaranteed.

17.      Description of Business Reinsured - Policy Modifications

Specimen copies of application, policy and rider forms, and any tables of rates
and reserves which may be required for the proper administration of business
reinsured under this Agreement shall be attached to this Agreement at Exhibit
V.  The CEDING COMPANY shall keep the REINSURER informed of any introduction of
new rates or of any modification or new form which the CEDING COMPANY may adopt
from time to time and under which reinsurance may be desired.  New reinsurance
terms and conditions shall be agreed upon whenever new premium rates are
introduced or whenever any modification of the policy conditions, etc. entails
an alteration of the risk for the REINSURER.

18.      Reinsuring Plan Terms and Conditions

Except as my be elsewhere stipulated by this Agreement, reinsurance shall be
provided by the REINSURER to the CEDING COMPANY in accord with terms and
conditions that are identical to the terms and conditions of insurance
contained in the CEDING COMPANY'S policy or policies reinsured.

19.      Policy Loans and Administration

The REINSURER shall not participate in any policy loan or otherwise administer
any of the other terms and conditions of the original policies reinsured under
this Agreement.





                                    10.13-8
   9
                                   ARTICLE V
                                 CONSIDERATION

20.      Life Reinsurance

The reinsurance consideration to be paid by the CEDING COMPANY to the REINSURER
for the first year and each renewal year of life reinsurance shall be as
follows:

a.       Standard and Substandard Premiums Other Than Flat Extras

Reinsurance premiums for standard risks and for substandard risks charged a
percentage extra reinsurance premium shall be based on the YRT rates shown at
Exhibit II.

b.       Permanent Flat Extra Premiums Coinsured

Reinsurance premiums for substandard risks charged a flat extra premium per
$1,000 reinsured for more than five years (permanent flat extras) shall be the
gross extra premium charged the insured for the initial face amount reinsured
in.  the first year less the following allowances:



                    Allowances     Net Reinsurance Premium
                    ----------     -----------------------
                             
First Year             90%         10% of the First Year Permanent Flat Extra
Renewal Years          25%         75% of the First Year Permanent Flat Extra


c.       Temporary Flat Extra Premiums Coinsured

Reinsurance premiums for substandard risks charged a f lat extra premium per
$1, 000 reinsured for five years or less (temporary flat extras) shall be the
gross extra premium charged the insured for the initial face amount reinsured
in the first year less the following allowances:



                    Allowances     Net Reinsurance Premium
                    ----------     -----------------------
                             
All Years              10%         90% of the First Year Temporary Flat Extra


21.      Waiver of Premium Benefits Coinsured

When ceded with life reinsurance, the waiver of premium benefits will be
coinsured with the first year net reinsurance premium being zero.  Renewal net
reinsurance premiums shall equal 80% of the gross premium charged the insured
on the original amount ceded.

22.      Other Benefits

a.       Accidental Death Benefit

Standard reinsurance premiums for this benefit shall be as stipulated in
EXHIBIT VI.  Substandard premiums are multiples of the standard reinsurance
premiums and are based on the occupational classifications of the CEDING
COMPANY as approved by the REINSURER.

b.       Payor Benefits Coinsured

The reinsurance premium shall be the gross payor premiums charged the insured
on the amount coinsured with a first year ceding commission of 75% and renewal
ceding commissions of 10%.

c.       Interim Insurance - Preliminary Term





                                    10.13-9
   10
Whenever the CEDING COMPANY reinsures an interim or preliminary term life
policy prior to the issue effective date of a policy reinsured under this
Agreement, the reinsurance premium for such period shall be the pro rata YRT
premium at the insured's current attained age found in the table at Exhibit II
for the second policy year but without policy fee or other adjustments.

23.      Mode of Reinsurance Premium Payment

All reinsurance premiums payable by the CEDING COMPANY to the REINSURER under
this Agreement shall be paid on an annual basis in advance regardless of the
mode of premium payment of the particular policies reinsured.  Should any
reinsurance be reduced or lapsed in any policy year, the corresponding part of
the reinsurance premium paid shall be refunded with adjustment for commission.

                                   ARTICLE VI
                                  TAX CREDITS

24.      Premium Taxes

When the REINSURER is not required to pay state premium taxes on reinsurance
premiums received from the CEDING COMPANY, it shall reimburse the CEDING
COMPANY for any such taxes the latter may be required to pay with respect to
that part of the premium received under the CEDING COMPANY's original policies
which is remitted to the REINSURER as reinsurance premium in accordance with
Article V.

                                  ARTICLE VII
                                  CONVERSIONS

25.      Reinsurance of Converted Policies

If at any time a policy reinsured under this Agreement is converted at another
plan of life insurance, the REINSURER shall receive the same proportion of
reinsurance on this new policy that it has reinsured on the original policy
before conversion provided that the minimum amount of converted reinsurance to
be ceded shall be $2,000.

26.      Reinsurance Premium Calculation for Converted Policies

The reinsurance of the nod policy shall be upon a risk premium basis at
attained age YRT rates, policy years for entering the premium table at Exhibit
II to be counted starting with the year of the last check of INSURABILITY.

                                  ARTICLE VIII
                         REINSURANCE PREMIUM DUE DATES

27.      Billing Statement

The REINSURER shall send to the CEDING COMPANY each month a statement in
duplicate of all reinsurance premium falling due within the previous month.

28.      Initial and Renewal Premium Due Dates and Defaults

The initial reinsurance premiums shall be paid to the REINSURER not later than
75 days after the date when reinsurance first becomes effective.  The renewal
premiums shall be paid to the REINSURER not later than 60 days after the first
day of the month following that in which reinsurance is renewed.  If any
premium is not paid as herein provided, the liability of the REINSURER shall
cease as of the date when the reinsurance premium was due.





                                    10.13-10
   11
29.      Refund of Unearned Premium

In event of termination by the CEDING COMPANY of any reinsurance on which a
premium has been paid to the REINSURER covering the risk beyond the date of
such termination, the REINSURER shall return the unearned premium (not the
policy fee, if any) to the CEDING COMPANY.

                                   ARTICLE X
                              ERRORS AND OMISSIONS

30.      Unintentional Errors and Omissions

The REINSURER shall be bound as the CEDING COMPANY is bound, and it is
expressly understood and agreed that, if non- payment of premium within the
time specified or failure to comply with any terms of this Agreement is shown
to be unintentional or the result of misunderstanding or oversight on the part
of either the CEDING COMPANY or the REINSURER, both the CEDING COMPANY and the
REINSURER shall be restored to the positions they would have occupied had no
such error or overnight occurred.

                                   ARTICLE X
                           EXPENSE OF ORIGINAL POLICY

31.      Policy Expenses

The CEDING COMPANY shall bear the expense of all medical examination and
inspection fees and of all other charges incurred in connection with the
original policy.

                                   ARTICLE XI
                              RECAPTURE PRIVILEGE

32.      Recapture Option

If the CEDING COMPANY shall increase its maximum limit of retention for new
business, a corresponding reduction may be made, at the option of the CEDING
COMPANY, in the reinsurance in force under this Agreement provided that the
reduction is not made before the end of the fifth policy year.  The reinsurance
in force shall be reduced pursuant to this Article only on those lives on which
the CEDING COMPANY has maintained its maximum limit of retention for the plan,
age and mortality classification of the risk as shown in Exhibit I at the time
of issue.  Special reduced limits for specific underwriting hazards or
impairments shall not be considered to be maximum limits of retention.

33.      Proportional Reinsurance Reduction

The reduction in reinsurance on each risk shall be of such an amount as will
increase the share of the CEDING COMPANY in the risk up to its new maximum
retention limit.  If there is reinsurance in other companies on any such life,
the reduction of the reinsurance in the REINSURER shall not exceed that
proportion of the total reduction which is equal to the proportion carried by
the REINSURER of the total reinsurance on that life.

34.      "All or Nothing" Provision and Recapture Timing

If a reduction as provided by this Article is elected by the CEDING COMPANY,
all reinsurance eligible for such reduction shall be similarly reduced.  The
CEDING COMPANY shall give written notice to the REINSURER within





                                    10.13-11
   12
90 days from the effective date of its increase in retention for new issues and
the reinsurance in force shall then be reduced as provided herein upon the
anniversary date next following or at the end of the fifth policy year.

                                  ARTICLE XII
                                     CLAIMS

35.      Reinsurer's Claims Liabilities

Upon the sending by the CEDING COMPANY of an automatic binding notice to the
REINSURER for automatic cases or upon the written acceptance of the risk by the
REINSURER for facultative cases, the REINSURER shall be liable to the CEDING
COMPANY for the benefits covered by reinsurance hereunder to the same extent as
the CEDING COMPANY is liable to the insured for such benefits; and, except as
may be stipulated elsewhere in this Agreement, all reinsurance shall be subject
to the terms and conditions of the particular form of policy under which the
CEDING COMPANY is liable.

36.      Lump Sum Reinsurance Claim Settlement

Whenever a claim is made under a pol icy of the CEDING COMPANY which has been
reinsured hereunder, it shall be taken and considered by the REINSURER to be a
claim for the amount of reinsurance on such risk.  Upon settlement, the
REINSURER shall pay the full amount stipulated by the policy of reinsurance in
one lump sum to the CEDING COMPANY regardless of the mode of settlement under
the policy of the CEDING COMPANY.

37.      Contested Claims - Settlement and Expenses

Any suit or claim involving policies reinsured under this Agreement may be
contested or compromised on the part of the CEDING COMPANY.  In such event, the
CEDING COMPANY shall promptly and fully disclose to the REINSURER all matters
relating to the contest or compromise and the REINSURER at that time may either
decline or agree to participate in such action.

a.       If the REINSURER declines participation, it shall settle with the
         CEDING COMPANY for the full amount of reinsurance on the contested or
         compromised policy and terminate reinsurance thereon.

b.       If the REINSURER agrees to participate in a contest or compromise and
         there is a reduction of the claim made upon the CEDING COMPANY, the
         REINSURER and the CEDING COMPANY shall participate in such reduction
         in proportion to their respective net liabilities.  Any expense
         incurred by the CEDING COMPANY in defending or investigating any claim
         or taking up or rescinding any policy reinsured hereunder shall be
         shared in the same proportion.  Compensation of salaried officers and
         employees of the CEDING COMPANY shall not be deemed a claim expense.

38.      Claims Notification and Authorization

The CEDING COMPANY shall promptly notify the REINSURER of all claims pending on
policies reinsured hereunder.  In every case of loss, copies of proofs obtained
by the CEDING COMPANY shall likewise be taken as sufficient by the REINSURER
and copies thereof together with a statement showing the amount paid on such
claim by the CEDING COMPANY shall be furnished to the REINSURER before payment
shall be demanded of it.  It is agreed, however, that, if at least 90% of the
life risk on any particular case is carried by the REINSURER or if the amount
of disability or additional accidental death indemnity benefits carried by the
REINSURER in connection with any claim for such benefits under a policy
reinsured hereunder is in excess of the amount of such benefits retained by the
CEDING COMPANY, all papers in connection with such claim shall be submitted to
the REINSURER for its authorization before payment is made.





                                    10.13-12
   13
39.      Misstatement of Age and Sex

In the event of an increase or reduction in the amount of the CEDING COMPANY's
insurance provided by any policy or policies reinsured hereunder because of a
misstatement of age or sex being established after the death of the insured,
the CEDING COMPANY and the REINSURER shall share in such increase or reduction
in the ratio that each company's net liability bore to the total net liability
under such policy or policies prior to the increase or reduction.  The
reinsurance policy or policies of the REINSURER shall be rewritten from
commencement on the basis of the adjusted amounts using premiums and reserves
at the correct age and sex and the proper adjustment for the difference in
reinsurance premiums, without interest, shall be made.

40.      Waiver of Premium Benefit Claims

If a claim is approved under the waiver of premium benefits on a policy
reinsured on the Yearly Renewable Term plan, the CEDING COMPANY shall continue
to pay the premiums for the life insurance and the REINSURER shall pay its pro
rata portion of the premium waived on the original policy.

41.      Conditional Receipt Claims

If, before having an opportunity to arrange the necessary reinsurance, the
CEDING COMPANY shall become liable under a conditional receipt for a death
claim on a standard risk for an amount which, together with the amount retained
by the CEDING COMPANY under previously issued policies if any, exceeds its
limits of retention as shown in Exhibit I, the REINSURER shall automatically
accept a share of such liability not to exceed $150,000 less the retention of
the CEDING COMPANY.

42.      Other Claims

Claims for other benefits on policies reinsured hereunder but not specifically
described in Article I or reinsured under Article II and VII with amendments
shall be subject to separate written agreements between the parties hereto.

                                  ARTICLE XIII
                                 REINSTATEMENT

43.      Automatic Reinsurance Reinstatement

If a policy reinsured hereunder lapses or is continued on the Paid-Up or
Extended Term Insurance basis and is later approved for reinstatement by the
CEDING COMPANY in accordance with its underwriting standards, reinsurance of
the excess over the original retention of the CEDING COMPANY resulting from
said reinstatement shall be automatically reinstated by the REINSURER for an
amount not exceeding that part of said policy originally reinsured in the
REINSURER.  Notice of such reinstatement shall be given promptly to the
REINSURER.  THE CEDING COMPANY shall pay to the REINSURER the proportionate
part of the reinsurance premium, based on the premium payable for the policy
year of reinstatement, applicable to the period from the date of reinstatement
to the policy anniversary date next following.  Thereafter, reinsurance
premiums shall be payable in accordance with the regular attained age and
duration.





                                    10.13-13
   14
                                  ARTICLE XIV
                                   INSOLVENCY

44.      Insolvency Clause

The attached Insolvency Clause is hereby made a part of this Agreement.

                                   ARTICLE XV
                                  ARBITRATION

45.      Interpretation of Reinsurance Agreement

Both the CEDING COMPANY and the REINSURER shall consider this contract from the
standpoint of a "gentlemen's agreement" and not a legal document.  The
terminology used in this Agreement as well as any procedure either expressed or
implied under its terms and conditions shall be construed according to the
custom and usage of the business.

46.      Appointment of Arbitrators

Any disagreement between the CEDING COMPANY and the REINSURER shall be settled
by arbitration.  Each party shall appoint one arbitrator with a third to be
selected by these two representatives.  Should the two arbitrators not be able
to agree on the choice of the third, then the appointment shall be left to the
President of the American Council of Life Insurance.

47.      Qualification of Arbitrators

It is agreed that all three arbitrators must be officers of life insurance
companies other than the two parties to this Agreement.

48.      Binding Arbitration

The written decision of the three arbitrators shall be binding on both the
CEDING COMPANY and the REINSURER.  The cost of arbitration shall be borne by
the losing party unless the arbitrators decide otherwise.

                                  ARTICLE XVI
                             EXAMINATION OF RECORDS

49.      Reinsurer's Examination of Records

At its own discretion, the REINSURER shall have the right, in the Home Office
of the CEDING COMPANY or such place where the CEDING COMPANY's original records
and files pertaining to the business reinsured hereunder are kept, to examine
the original applications, reports, examinations and other such documents that
pertain to the risks reinsured hereunder.





                                    10.13-14
   15
                                  ARTICLE XVII
                            PARTIES TO THE AGREEMENT

50.      Exclusivity of the Relationship

This is an agreement solely between the CEDING COMPANY and the REINSURER and
reinsurance hereunder shall in no way create any right or legal relation
whatever between the REINSURER and the original insured, the beneficiary or any
other person.

                                 ARTICLE XVIII
                            TERMINATION OF AGREEMENT

51.      Effective Date of Termination

This Agreement may be terminated at any time by either party giving 90 days I
notice by registered mail, stating the termination date.  The CEDING COMPANY
shall continue to submit and the REINSURER shall continue to accept cases for
reinsurance for the 90 day period following the date of written notice of
termination.

52.      Reinsurance of In Force Business

For business previously reinsured and in force on the date of termination, the
provisions of this Agreement shall continue to apply.





                                    10.13-15
   16
                                   INSOLVENCY

In the event of the insolvency of the CEDING COMPANY, all reinsurance shall be
payable directly to the liquidator, receiver or statutory successor of the
CEDING COMPANY without diminution because of the insolvency of the CEDING
COMPANY.

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 the policy reinsured within a reasonable tire after such claim is
filed in the insolvency proceeding.  During the pendency of any such claim, the
REINSURER my investigate such claim and interpose in the name of the CEDING
COMPANY (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 which REINSURER may deem available to the CEDING COMPANY.

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 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 term of the
reinsurance Agreement as if such expense has been incurred by the CEDING
COMPANY.





                                    10.13-16
   17
IN WITNESS WHEREOF, this Agreement shall be effective as of March 1, 1982, and
is hereby executed in good faith between CITIZENS INSURANCE COMPANY OF AMERICA
of Austin, Texas, referred to as the CEDING COMPANY, and THE CENTENNIAL LIFE
INSURANCE COMPANY of Overland Park, Kansas, referred to as the REINSURER, and
duly signed by both parties' respective officers as follows:

                     CEDING COMPANY

                     /s/ Alice M. Hill    
                     ---------------------------------------------
                     Signature                                    
                                                                  
                     Vice President - Chief Underwriter           
                     ---------------------------------------------
                     Title                                        
                                                                  
                                        Dallo                     
                     ---------------------------------------------
                     Signature                                    
                                                                  
                     President                                    
                     ---------------------------------------------
                     Title                                        
                                                                  
                     9/7/82                                       
                     ------------------------                     
                     Date of Signature                            

REINSURER

J Donduty                                             
- ----------------------------------
Signature                         
                                  
Vice President - Reinsurance      
- ----------------------------------
Title                             
                                  
Albert E. Joens                   
- ----------------------------------
Signature                         
                                  
Asst. Vice President - Reinsurance
- ----------------------------------
                                  
6/16/82                           
- ------------------------          
Date of Signatures





                                    10.13-17
   18
                                   EXHIBIT I

        CEDING COMPANY'S MAXIMUM LIMITS OF RETENTION - MALE AND FEMALE

                CEDING COMPANY:  Citizens Ins. Co. of America

                EFFECTIVE WITH POLICIES DATED:  March 1, 1982

                                     LIFE

Show the limit of retention for all ages and all rate classifications.  Show
"NONE" in all categories where there will be no retention.


                                                                                                 
ISSUE                                 SUBSTANDARD             SUBSTANDARD               SUBSTANDARD
 AGE             STANDARD         TABLE    FLAT EXTRA       TABLE   FLAT EXTRA       TABLE    FLAT EXTRA
- ------           --------         -----    ----------       -----   ----------       -----    ----------
                                  1 - 4 (See Am. 12)
                                                                         
a. Domestic Business:

ALL              $50,000                   $50,000                  None

b. International Business:

ALL              $75,000                   $75,000                  None


- --------------------------------------------------------------------------------
                                   DISABILITY

Is Disability (Waiver of Premium) retention the same as Life?  Yes.  If not,
please explain.

                            ACCIDENTAL DEATH (D.I.)

                                      $-0-

Does D.I. retention apply to any D.I. rate classification assigned?  N/A.  Is
D.I. retention in addition to Life amount above?  N/A





                                    10.13-18
   19
                                   EXHIBIT VI

                              Reinsurance Premiums

The annual reinsurance premiums payable hereunder in respect of any calendar
year shall be calculated as follows:

a.       $.91 per $1,000 of reinsured ADB in force on January 1 of such year,
         plus (minus)

b.       $.455 per $1,000 of increase (decrease) of reinsured ADB in force from
         January 1 to December 31 of such year.
         
In force January 1 of any year may be taken as in force December 31 of the
preceding year.

Premiums in a. and b. above include, respectively, $.08 and $.04 per $1,000 for
Common Carrier benefits and $.08 and $.04 per $1,000 for Dismemberment
benefits.

For substandard ADB risks, increase total rate above by 35% for 1.5 times
standard and by 70% for 2.0 times standard.





                                    10.13-19
   20

                                  ADDENDUM #1
                           YEARLY RENEWABLE TERM (NR)
                           LIFE REINSURANCE AGREEMENT

                                    between

                     CITIZENS INSURANCE COMPANY OF AMERICA
                                of Austin, Texas

                       (herein called the CEDING COMPANY)



                                   EFFECTIVE:

                                 March 1, 1982

                              ADDENDUM EFFECTIVE:

                                 March 1, 1982


                                      and


                     THE CENTENNIAL LIFE INSURANCE COMPANY
                             Overland Park, Kansas
                         (herein called the REINSURER)
   21
It is hereby agreed and understood between The Centennial Life Insurance
Company of Overland Park, Kansas (hereinafter called the REINSURER) , and
Citizens Insurance Company of America of Austin, Texas (hereinafter called the
CEDING COMPANY), that this Addendum applies only to the reinsurance agreement.

                                   AUTOMATIC
                           YEARLY RENEWABLE TERM (NR)
                           LIFE REINSURANCE AGREEMENT
                           Effective:  March 1, 1982

as follows:

1.       Application of Addendum

This Addendum applies to so much of ARTICLES I, V and XI and ARTICLE XII,
paragraph 41, as may be changed hereby.  All other terms of the Agreement and
any prior addenda remain in force and in effect.

                                     PART I
                        GUARANTEED INSURABILITY BENEFITS

2.       Application of Agreement

Effective March 1, 1982, Guaranteed INSURABILITY Benefits issued by the Ceding
Company to civilian U.S. risks only, under Form No. IN2563, shall be reinsured
in accordance with the following provisions:

                                   ARTICLE A
                              BASIS OF REINSURANCE

3.       Automatic Acceptance

The CEDING COMPANY shall automatically cede to the REINSURER the excess over
its then applicable retention for standard risks whenever an insured purchases
additional insurance in specified amounts and at specified times without being
required to produce evidence of INSURABILITY under a Guaranteed INSURABILITY
Rider attached to a life insurance policy issued as a standard risk and subject
to automatic reinsurance under the Automatic Reinsurance Agreement between the
CEDING COMPANY and the REINSURER.  The REINSURER shall automatically accept
such additional amounts up to $10,000.00.

4.       Facultative Acceptance

In case of Guaranteed INSURABILITY Riders attached to life insurance policies
not subject to automatic reinsurance under the Automatic Reinsurance Agreement,
the CEDING COMPANY my apply to the REINSURER for reinsurance which the CEDING
COMPANY may require in the future for the excess over its then applicable
retention for standard risks whenever an insured purchases additional insurance
in specified amounts and at specified times without being required to produce
evidence of INSURABILITY under a Guaranteed INSURABILITY Rider attached to a
life insurance policy reinsured facultatively with the REINSURER under the
Reinsurance Agreement to which this Addendum applies.  As soon as possible
after review of such application, the REINSURER shall notify the CEDING COMPANY
of its underwriting decision.  The CEDING COMPANY shall cede and the REINSURER
shall automatically accept the excess resulting from issuance of all insurances
whenever the insured exercises any option available to him on a policy accepted
by the REINSURER in accordance with the aforesaid.  Reinsurance resulting from
an exercised option under a guaranteed INSURABILITY rider will, however, be
accepted by the REINSURER automatically only if a portion of the original
policy containing such rider had also been reinsured with the





                                    10.13-2
   22
REINSURER and provided that such reinsurance continues to be in full force.
The reinsurance cession to the REINSURER on the original policy shall amount to
at least $2,000.

5.       Proportional Acceptance

If the excess of the original policy containing such Rider over the CEDING
COMPANY's retention has been divided amongst several reinsurers, the REINSURER
shall accept automatically only such proportion of the excess arising out of an
exercised option that corresponds to its proportion in the reinsurance of the
original policy.

                                   ARTICLE B
                                OTHER AGREEMENTS

6.       Reinsuring Terms and Conditions

Reinsurance of Guaranteed INSURABILITY Benefits shall be subject to all the
provisions of this Addendum and terms of the Reinsurance Agreement to which
this Addendum is attached, except as otherwise stated herein.

                                   ARTICLE C
                        MODE OF NOTIFICATION AND CESSION

7.       Procedures

Reinsurance ceded and accepted under the terms of this Addendum shall be
completed in the same manner as provided for cessions of other reinsurance
under the Reinsurance Agreement to which this Addendum is attached.  The
reinsurance cession form shall be marked "GIR" to show that the reinsurance
ceded is based on insurance issued pursuant to an election of a guaranteed
INSURABILITY option by the insured.

                                   ARTICLE D
                              REINSURANCE PREMIUMS

8.       Consideration

The consideration to be paid the REINSURER by the CEDING COMPANY for
reinsurance of coverage issued under the exercise of an option provided by the
Guaranteed INSURABILITY Rider shall be the "standard" annual premiums required
by the Reinsurance Agreement to which this Addendum is attached, plus a single
premium based on the rates in the schedule attached hereto and marked Exhibit
A. No commission shall be granted on these single premiums and they shall not
be subject to an experience refund nor to any other refund because the option
policy is terminated or reduced after issue.

                                   ARTICLE E
                    RIDER FORMS AND UNDERWRITING REGULATIONS

9.       Preapproval

The CEDING COMPANY shall furnish the REINSURER for review a copy of its
Guaranteed INSURABILITY Rider along with a copy of its underwriting and issue
rules.  No liability for future risk under a Guaranteed INSURABILITY Rider is
assumed by the REINSURER unless it has given its written approval of such Rider
and rules.





                                    10.13-3
   23
                                   ARTICLE F
                          INCREASE IN RETENTION LIMITS

10.      "All or Nothing" Provision

In the event the CEDING COMPANY increases its regular limit of retention and
elects to apply such increased limit of retention to reinsurance then in force
pursuant to the provisions of the Reinsurance Agreement to which this Addendum
is attached, the CEDING COMPANY shall also apply such election to the
reinsurance then in force as a result of the exercise by an insured of an
option available to him under the Guaranteed INSURABILITY Rider, even when the
CEDING COMPANY has not retained its regular retention limit at issue on the
original policy containing such rider in order to meet the minimum cession
requirement of Article A, paragraph 4, of this Addendum.

                                   ARTICLE G
                                  TERMINATION

11.      Addendum Termination

Either the CEDING COMPANY or the REINSURER may, upon thirty (30) days' written
notice to the other stating the effective date of termination, terminate this
Addendum with respect to any Guaranteed INSURABILITY Rider issued thereafter.
However, unless the Reinsurance Agreement has been terminated in accordance
with Article XVIII, Paragraph 51, of that Agreement, such termination shall in
no way affect the CEDING COMPANY's obligation to cede or the REINSURER's
obligation to accept automatically the reinsurance in accordance with this
Addendum of any risk resulting from exercised options under a Guaranteed
INSURABILITY Rider that became reinsured under this Addendum on or before the
effective date of such termination.

                                    PART II
                          CONDITIONAL RECEIPT COVERAGE

12.      Reinsurer's Liability

The REINSURER shall be automatically bound under any claim for which the CEDING
COMPANY is liable under a conditional receipt issued in respect of business
reinsured automatically or submitted exclusively to the REINSURER under ARTICLE
II of the Agreement.  The REINSURER's liability in such case shall be for the
amount of the conditional receipt claim less the CEDING COMPANY's standard
retention on the policy applied for.  In no event, however, shall the
REINSURER's liability on any one life, including previous reinsurances ceded to
the REINSURER by the CEDING COMPANY, exceed the automatic acceptance limits
provided by the Agreement to which this Addendum is attached.

13.      Description of Benefit

The CEDING COMPANY's conditional receipt is attached hereto and the CEDING
COMPANY shall be obligated to advise the REINSURER of any changes or
modifications of such receipt.





                                    10.13-4
   24
IN WITNESS WHEREOF, this Agreement shall be effective as of March 1, 1982, and
is hereby executed in good faith between CITIZENS INSURANCE COMPANY OF AMERICA
of Austin, Texas, referred to as the CEDING COMPANY, and THE CENTENNIAL LIFE
INSURANCE COMPANY of Overland Park, Kansas referred to as the REINSURER, and
duly signed by both parties' respective officers as follows:

REINSURER

/s/ Ja      D.   M                       
- ------------------------------
Signature                     
                              
Sr. VP/Actuary                
- ------------------------------
Title                         
                              
/s/ Carl J. Strunk            
- ------------------------------
Title                         
                              
Assistant Actuary             
- ------------------------------
Title                         
8/19/82                       
- ------------------------------
Date of Signatures            
                              
                              
                              


                                    10.13-5
   25
                                   Exhibit A

               Single Premiums Per $1,000 Of Reinsurance Based
                    On Coverage Issued Under A Guaranteed
                              INSURABILITY Rider

The single premiums shown in the attached table shall be payable per $1,000 of
reinsurance on the opted policy issued under a guaranteed INSURABILITY rider.

In case such rider provides, in addition to the basic life coverage, any of the
features listed below, the respective single premium shall be increased as
follows:



                                                                                                      Increased of Single
                                                                                                       Premium in Percent
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                               
1.       Inclusion of Accidental Death Benefit in the opted
         policy without current evidence of INSURABILITY.                                                              5%

2.       Inclusion of Waiver of Premium Disability Benefit in
         the opted policy without current evidence of INSURABILITY.                                                   10%

3.       Inclusion of Waiver of Premium Disability Benefit in the
         opted policy without current evidence of INSURABILITY
         and simultaneous waiver of premiums at issue because of
         existing disability on the option date.                                                                      50%

4.       Free term coverage for up to 90 days:

         (a)     if coverage is limited to period following insured's
                 marriage or birth or adoption of a child.                                                             2%

         (b)     if coverage is granted for period following all option
                 dates, but exercise of an option available at marriage
                 or birth or adoption of a child cancels the next scheduled
                 option date.                                                                                         10%

         (c)     if coverage is granted for a period following all scheduled
                 option dates as all options available at marriage or
                 birth or adoption of a child.                                                                        12%






                                    10.13-6
   26
PURITAN LIFE
INSURANCE
COMPANY
P.O. Box 2981
Overland Park, KS 66201
913-676-5950

June 30, 1986

CITIZENS INSURANCE COMPANY
P.O. BOX 1547
AUSTIN, TEXAS
78767

You will notice that this billing has a PURITAN LIFE label and we want to let
you know the reasons why.

Employers Reinsurance Corporation is in the process of selling The Centennial
Life Insurance Company, but the Life Reinsurance operations have moved
virtually intact to PURITAN LIFE, a member of the General Electric Financial
Services Group which also owns ERC.  The billings, cession forms and other
supplies are being changed as rapidly as possible.

Please address your correspondence to and make all checks payable to PURITAN
LIFE INSURANCE COMPANY.  New reinsurance agreements and amendments will be
issued in the name of PURITAN LIFE.  Existing treaties are changed to PURITAN
LIFE by your attaching a copy of this letter to each one.

PURITAN LIFE has an A rating from A. M. Best Company and has over $180,000,000
in Surplus.  While there may be further steps in more closely identifying us as
a member of the ERC Group, this gives us even more financial strength while
maintaining the same dedicated team to serve your total reinsurance needs.

Enclosed also is a Directory of key PURITAN LIFE personnel along with telephone
numbers and other communication links.  Please circulate this mailing to all
pertinent individuals in your company.

                               TREATY ENDORSEMENT

As respects policies in force on and issued to become effective on or after
June 1, 1986, THE CENTENNIAL LIFE INSURANCE COMPANY is hereby elected from the
reinsurance agreements in effect between Centennial and the company to which
the foregoing letter is addressed and the PURITAN LIFE INSURANCE COMPANY is
hereby substituted therefor.

THE CENTENNIAL LIFE INSURANCE COMPANY            PURITAN LIFE INSURANCE COMPANY
                                      
/s/ Eugene P. Zaihuian                           /s/ Robert Cross
- --------------------------------------           ------------------------------
President                                        President
                                      




                                    10.13-7
   27
EMPLOYERS REASSURANCE CORPORATION

                                AMENDMENT NO. 1

The Automatic Yearly Renewable Term (NR) Life Reinsurance Agreement of November
1, 1983, between THE CENTENNIAL LIFE INSURANCE COMPANY of Overland Park, Kansas
and INSURANCE COMPANY OF AMERICA of Austin, Texas, is hereby amended as
follows:

I.       As respects policies in force on and issued to become effective on or
         after July 1, 1986, THE CENTENNIAL LIFE INSURANCE COMPANY is hereby
         deleted from this agreement and PURITAN LIFE INSURANCE COMPANY is
         hereby substituted therefor.

II.      In order to acknowledge the December 31, 1986 merger of PURITAN LIFE
         INSURANCE COMPANY into EMPLOYERS REASSURANCE CORPORATION, a life
         insurance company formed and existing under the laws of the State of
         Kansas, this agreement is hereby amended effective as of December 31,
         1986 to reflect the substitution of EMPLOYERS REASSURANCE CORPORATION
         for PURITAN LIFE INSURANCE COMPANY.

In all other respects not inconsistent herewith, said agreement shall remain
unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in duplicate.

INSURANCE COMPANY OF AMERICA      EMPLOYERS REASSURANCE CORPORATION
                                  for itself and on behalf of its predecessor,
                                  Puritan Life Insurance Company
                                  
By: /s/ Alice M. Ellis            By: /s/ Miles B. Mamula J                   
- -------------------------            ----------------------------------------
Title: Vice President             Title: Vice President
      -------------------               -------------------------------------
Date: 2/10/88                     Date: 3/16/87
     --------------------              --------------------------------------
                                  
THE CENTENNIAL LIFE INSURANCE        
         COMPANY

By: Eugene P. Zaihuian                      
   ----------------------
Title: President
      -------------------
Date: 3/23/87
     --------------------





                                    10.13-8
   28
                                  CITIZEN'S
                           INTERNATIONAL GUIDELINES
                                                                      APPENDIX 1

1.       Must be in U.S. Currency.

2.       Minimum issue amount is $50,000.

3.       Amount over S2,000,000 will be sent facultative to Puritan and they
         will consider on an individual basis.

4 .      Application and Medical Papers must be written in English or Spanish.

5.       Foreign residence extra premium is charged where applicable. (see
         attached listing)

6.       Supplemental benefits will be offered only on rider forms that contain
         special protective exceptions. (see attached examples)

7.       We will not consider applications on:

         A.      Political or Military figures or their families.
         B.      Private pilots or crew members without an extra rate or an
                 aviation exclusion.
         C.      Children under the age of 14 for an amount exceeding 150,000.
                 (includes in force and applied for)
         D.      Children age 15-20 for an amount exceeding 250,000. (includes
                 in force and applied for)
         E.      Applicant over age 65, except on individual basis to age 70.
                 (Ages 66-70 will be ceded facultative)
         F.      Applicants with coronary artery disease or insulin dependent
                 diabetic.
         G.      Will not issue with rating over Table Four.

8.       Medical examinations by an M.D. required on all applications. (See
         other medical requirements attached)

9.       We will use appointed examiners or, when available, Embassy Affiliated
         doctors.

10.      Inspection Requirements:
         Inspection reports are made by Equifax where available.  All other
         investigative firms used only with H.O.  approval of firm.

         On amounts 50,001 to 300,000 require a confidential letter from Bank.
         (Except in Colombia where we require inspection report on all amounts)

         Amounts 300,000 and up we require Inspection Report.

11.      We will keep our full retention on each risk. (In force coverage and
         current application combined)





                                    10.13-9
   29
L91-1985

agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in triplicate.

CITIZENS INSURANCE COMPANY            EMPLOYERS REASSURANCE
  OF AMERICA                            CORPORATION
                                      
By: /s/ Ph Dolb                        By: /s/ Robert J. Wutant          
   --------------------------             -------------------------
Title: Exec. V.P.                      Title: Vice Pres.
      -----------------------                ----------------------
Date: 10/18/91                         Date: 10/1/91
     ------------------------               -----------------------
By: /s/ Jorge Hernand                  By: /s/ Jan D M           
   --------------------------             -------------------------
Title: Ast. VP & Underwriter           Title: SVP & Actuary
      -----------------------                ----------------------
Date: 10/18/91                         Date: 10/7/91
     ------------------------               -----------------------
                                      




                                    10.13-10
   30
                        EMPLOYERS REASSURANCE COMPANY
                                                                   Appendix 3-A

                           Foreign National Business

FOREIGN STANDARD RATE


                                                                    
Australia                 Germany                  Mexico                    *Samoa
Austria                   Greenland                Netherlands Antilles      Singapore
Bahamas                   Grenada                  Netherlands               Spain
Barbados                  *Guam                    New Zealand               Sweden
Belgium                   Hong Kong                Norway                    Switzerland
Bermuda                   Iceland                  Panama                    Taiwan
Costa Rica                Ireland                  Portugal                  Tobago
Denmark                   Italy                    *Puerto Rico              Trinidad
Dominican Republic        Japan                    St. Vincent               United
Finland                   Lichtenstein               & the Grenadines        Kingdom
France                    Luxembourg               Saint Lucia               Venezuela
                                                                             *Virgin Islands


115% FOREIGN STD.  RATE

Argentina, Brazil, Chile, Ecuador, Jamaica, Paraguay, Uruguay

130% FOREIGN STD.  RATE

Belize, Bolivia, Colombia, Guatemala, Guiana (Pr, Br, Dutch)
Honduras, Peru, Philippines.

160% FOREIGN STD.  RATE

El Salvador (San Salvador only)

Changes in political and military climates occur constantly; therefore these
classifications are subject to immediate change.  Any country not listed will
generally not be considered.

*These countries are covered under this Foreign Agreement unless a Domestic
Reinsurance Agreement is in effect with Employers Reassurance in which case
these countries would be covered under the Domestic Agreement.



6/1/87





                                    10.13-11
   31
EMPL0YERS REASSURANCE E CORPORATION

                                AMENDMENT NO. 3

The Automatic Yearly Renewable Term (NR) Life Reinsurance Agreement (No. 116A)
of March 1, 1982, between EMPLOYERS REASSURANCE CORPORATION of Overland Park,
Kansas and CITIZENS INSURANCE COMPANY OF AMERICA of Austin, Texas, is hereby
amended as follows:

As respects policies issued by the CEDING COMPANY to become effective on or
after August 1, 1987, Appendix 3 (attached to Amendment No. 2) is hereby
deleted from this agreement and the attached Appendix 3-A is hereby substituted
therefor.

In all other respects not inconsistent herewith, said agreement shall remain
unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in duplicate.

By                        By:

Title:
Date:

By:

CITIZENS INSURANCE                         EMPLOYERS
COMPANY OF AMERICA                REASSURANCE CORPORATION





           5200 Metcalf o P.O. Box 2981 o Overland Park, KS 66201 o
                        (913) 676-5950 o Telex 437024





                                    10.13-12
   32
EMPL0YERS REASSURANCE CORPORATION
5200 Metcalf o P. 0. Box 2981 o 0verland Park, KS 66201
A General Electric Financial Services Company

                                AMENDMENT NO. 4

The Automatic Yearly Renewable Term (NR) Life Reinsurance Agreement (No. 116A)
of March 1, 1982, between EMPLOYERS REASSURANCE CORPORATION of Overland Park,
Kansas and CITIZENS INSURANCE COMPANY OF AMERICA of Austin, Texas, is hereby
amended as follows:

As respects policies issued by the CEDING COMPANY to become effective on or
after April 1, 1988, this agreement shall not apply to any policy written
without Endorsement form number B04871E (2/88) [Death Benefit Reduction for
Certain Causes].

In all other respects not inconsistent herewith, said agreement shall remain
unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in duplicate.

CITIZENS INSURANCE COMPANY                EMPLOYERS
OF AMERICA                                REASSURANCE CORPORATION
                                          
By: /s/ Alice M. Ellis                    By: /s/ Donna M. Owens
   ---------------------------               -------------------------
Title: Vice President                     Title: Assistant Secretary
      ------------------------                  ----------------------
Date: 4/18/89                             Date: APR 25 1989
      ------------------------                 -----------------------
                                          
By: /s/ RF Dollar                         By: Ja D M h
    --------------------------                ------------------------
Title: Exec. VP                           Title: SVP & Actuary
      ------------------------                  ---------------------
Date: 4/18/89                             Date: April 25, 1989
     -------------------------                 ----------------------
                                          




                                    10.13-13
   33
EMPL0YERS REASSURANCE CORPORATION



                                  ENDORSEMENT


Re:      Automatic Yearly Renewable Term (NR) Life Reinsurance Agreement of
         March 1, 1982 between Puritan Life Insurance Company and Citizens
         Insurance Company of America

In order to acknowledge the December 31, 1986 merger of Puritan Life Insurance
Company into Employers Reassurance Corporation, a life insurance company formed
and existing under the laws of the State of Kansas, the captioned agreement is
hereby amended effective as of December 31, 1986 to reflect the substitution of
Employers Reassurance Corporation for Puritan Life Insurance Company.

IN WITNESS WHEREOF, Employers Reassurance Corporation has caused this
endorsement to be signed by an officer of the company.

                                           EMPLOYERS REASSURANCE CORPORATION

                                           By: Robert P. Cross
                                               -----------------------------
                                           Title: President
                                                 ---------------------------
                                           Date: 2/4/87
                                                ----------------------------





           5200 Metcalf o P.O. Box 2981 o Overland Park, KS 66201 o
                        (913) 676-5950 o Telex 437024





                                    10.13-14
   34
EMPL0YERS REASSURANCE CORPORATION
5200 Metcalf o P. 0. Box 2981 o 0verland Park, KS 66201
A General Electric Financial Services Company


                                AMENDMENT NO. 5

The Automatic Yearly Renewable Term (NR) Life Reinsurance Agreement (No. 116A)
of March 1, 1982, between EMPLOYERS REASSURANCE CORPORATION of Overland Park,
Kansas and CITIZENS INSURANCE COMPANY OF AMERICA of Austin, Texas, is hereby
amended as follows:

Effective: January 1, 1988:

A.       CITIZENS INSURANCE COMPANY OF AMERICA of Austin, Texas is hereby
         deleted and CITIZENS INSURANCE COMPANY OF AMERICA a Colorado
         corporation with offices in Austin, Texas is hereby substituted
         therefor.

B.       Article XVIII is hereby deleted and the following Article XVIII is
         hereby substituted therefor:

                                 ARTICLE XVIII

         TERMINATION.  Either party may terminate this agreement by giving the
         other party and the Colorado Insurance Department not less than 90
         days advance notice by registered mail stating the termination date.

         This agreement does not apply with respect to policies issued by the
         CEDING COMPANY to become effective on or after the termination date.

         The reinsurance afforded by this agreement applicable to each policy
         issued by the CEDING COMPANY to become effective prior to the
         termination date shall continue to apply thereto until the policy
         naturally expires.

In all other respects not inconsistent herewith, said agreement shall remain
unchanged.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed in triplicate.

CITIZENS COMPANY OF AMERICA               EMPLOYERS REASSURANCE CORPORATION
                                          
By: Alice M. Ellis                        By: /s/ D   Michael
    ------------------------                 --------------------------
Title: Vice President                     Title: Vice President
      ----------------------                    -----------------------
Date: 6/27/90                             Date: 6/1/90
     -----------------------                   ------------------------
                                          
By: /s/ R Doll                            By: Robert J. Wutant
   -------------------------                  -------------------------
Title: Exec. Vice Pres                    Title: Vice Pres
      ----------------------                    -----------------------
Date: 6/27/90                             Date: 6/1/90
      ----------------------                   ------------------------
                                          




                                    10.13-15
   35
EMPL0YERS REASSURANCE CORPORATION
5200 Metcalf o P. 0. Box 2981 o 0verland Park, KS 66201
A General Electric Financial Services Company


                                AMENDMENT NO. 6

The Automatic Yearly Renewable Term (NR) Life Reinsurance Agreement (No. 116A)
of March 1, 1982, between EMPLOYERS REASSURANCE CORPORATION of Overland Park,
Kansas and CITIZENS INSURANCE COMPANY OF AMERICA a Colorado corporation with
offices in Austin, Texas, is hereby amended as follows:

I.       Effective March 1, 1982, Numbered Paragraph 5 is hereby deleted from
         Article I and the following paragraph is hereby substituted therefor:

         5.      Accidental Death Benefits Excluded.  The REINSURER and CEDING
                 COMPANY do hereby agree that accidental death benefits shall
                 not be reinsured under this agreement.

II.      As respects policies issued by the CEDING COMPANY to become effective
         on or after January 1, 1983, this agreement shall apply to all
         individual life insurance policies written by the CEDING COMPANY
         (surnames commencing with any letter of the alphabet).

III.     For purposes of Part V of Amendment No. 2, the reporting procedures
         and rates specified in the Self- Administered Automatic Reinsurance
         Agreement of January 1, 1982 between the CEDING COMPANY and Munich
         American Reinsurance Company shall include, but are not limited to,
         the following items:

         A.      The premium refund for policies reduced or terminated during
                 the second calendar year after issue shall not exceed 50% of
                 the reinsurance premium paid.

         B.      Substandard reinsurance premium for the second calendar year
                 only shall be 150% of the premiums calculated.

         C.      The CEDING COMPANY shall pay to the REINSURER the following
                 percentages of the flat extras applicable to the life
                 insurance reinsured hereunder:



                                                   Net Premium By Year
                                                   -------------------
Duration of Flat-Extra                             1st       2nd     Thereafter
- ----------------------                             ---       ---     ----------
                                                            
More than 5 Years                                  0%       102.5%     90%
5 Years or Less                                    0%         135%     90%


         D.      The CEDING COMPANY shall pay to the REINSURER the following
                 percentages of the waiver of premium charges applicable to the
                 life insurance reinsured hereunder:





                                    10.13-16
   36


                                           Net Reinsurance
                 Policy Year               Premium
                 -----------               -------
                                        
                 1st                       0%
                 Thereafter                90%


         E.      The REINSURER shall allow to the CEDING COMPANY the following
                 commission on the payor benefit premium ceded hereunder:



                 Policy Year               Commission
                 -----------               ----------
                                        
                 1st                       100%
                 Thereafter                10%


         F.      The life reinsurance premiums for reinsurance of joint whole
                 life policies at standard or substandard rates shall for each
                 insured be 85% of the premium applicable for an individual
                 life as shown in Appendix 2 attached to Amendment No. 2 of
                 this agreement.  Such rate shall be applied to the Net Amount
                 at risk for each individual.

                 In case of reinsurance under a joint whole life policy where
                 the joint insureds die simultaneously or within 60 days of
                 each other, thus requiring the CEDING COMPANY to pay twice the
                 amount of life insurance insured under the joint whole life
                 policy, the REINSURER shall for each of the joint lives
                 reinsured pay the net amount at risk plus 50% of the terminal
                 reserve used in calculating the net amount at risk in
                 accordance with Article IV, Paragraph 1 of the above-described
                 Munich treaty, relating to the amount reinsured on the
                 respective life.

In all other respects not inconsistent herewith, said agreement shall remain
unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in triplicate.

CITIZENS COMPANY OF AMERICA                    EMPLOYERS REASSURANCE CORPORATION
                                              
By: Alice M. Ellis                             By: /s/ Robert J. Wutant
   -----------------------                        -------------------------
Title: Vice President                          Title: Vice President
      --------------------                            ---------------------
Date: 6/27/90                                  Date: 7/16/90
     ---------------------                          -----------------------
                                              
By: /s/ R Doll                                 By: Jan D M gh
   -----------------------                        -------------------------
Title: Exec. Vice Pres                         Title: SVP & Actuary
      --------------------                           ----------------------
Date: 6/27/90                                  Date: July 16, 1990
     ---------------------                          -----------------------
                                              




                                    10.13-17
   37
EMPL0YERS REASSURANCE CORPORATION
5200 Metcalf o P. 0. Box 2981 o 0verland Park, KS 66201
A General Electric Financial Services Company

                                AMENDMENT NO. 7

The Automatic Yearly Renewable Term (NR) Life Reinsurance Agreement (No. 116A)
of March 1, 1982, between EMPLOYERS REASSURANCE CORPORATION of Overland Park,
Kansas and CITIZENS INSURANCE COMPANY OF AMERICA a Colorado corporation with
offices in Austin, Texas, is hereby amended as follows:

As respects claims incurred on or after July 1, 1990, this agreement shall
apply with respect to the following policies, even though such policies were
issued to become effective prior to the effective date of this agreement:



Insured                   Policy Number            Policy Date               Policy Face
- -------                   -------------            -----------               -----------
                                                                    
Barbara Vonfeldt          7200301404               November 19, 1980         $100,000
David Meyring             7200301946               October 12, 1981          $100,000
James Koti                7200301515               February 10, 1981         $100,000
James Domenico            7200301692               August 15, 1981           $150,000
                          7200301403               November 19, 1980         $250,000
Daniel Vonfeldt           7200301446               December 15, 1980         $100,000


The reinsurance premium pertaining to the foregoing policies shall be computed
using the rates contained in Exhibit II on a point in scale basis.  It is
further agreed that Mr. Vonfelt's policies are rated at Table 4 and the other
policies described in this amendment are standard ratings.

Promptly after the execution of this amendment, the CEDING COMPANY shall pay to
the REINSURER the unearned reinsurance premium hereunder as of July 1, 1990
applicable to the policies added to this agreement by this amendment.

In all other respects not inconsistent herewith, said agreement shall remain
unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in triplicate.

CITIZENS COMPANY OF AMERICA                EMPLOYERS REASSURANCE CORPORATION
                                           
By: Alice M. Ellis                           By: /s/ Robert J. Wutant
   ------------------------                     ----------------------------
Title: Vice President                        Title: Vice President
      ---------------------                        -------------------------
Date: 6/27/90                                Date: 7/16/90
     ----------------------                       --------------------------
                                           
By: /s/ R Doll                              By: Jan D M gh
   ------------------------                     ----------------------------
Title: Exec. Vice Pres                       Title: SVP & Actuary
      ---------------------                        -------------------------
Date: 6/27/90                                Date: July 16, 1990
     ----------------------                       --------------------------





                                    10.13-18
   38
EMPL0YERS REASSURANCE CORPORATION
5200 Metcalf o P. 0. Box 2981 o 0verland Park, KS 66201
A General Electric Financial Services Company

                                AMENDMENT NO. 8

The Automatic Yearly Renewable Term (NR) Life Reinsurance Agreement (No. 116A)
of March 1, 1982, between EMPLOYERS REASSURANCE CORPORATION of Overland Park,
Kansas and CITIZENS INSURANCE COMPANY OF AMERICA a Colorado corporation with
offices in Austin, Texas, is hereby amended as follows:

I.       As respects insurance becoming effective on and after June 1, 1991,
         the reinsurance afforded by this agreement shall apply to Single
         Premium Adjustable Life Insurance Policies written by the CEDING
         COMPANY on form number B04372S (9/90) in accordance with its Option to
         Discontinue Premium Payments rider form number B02771E (12/86),
         provided that, as respects such policies:

         A.      The reinsurance premium for each policy shall be payable to
                 the REINSURER on an annual basis at the beginning of each
                 calendar year, except as respects the calendar year during
                 which the policy is issued to become effective, the premium
                 for which shall be due the REINSURER as of the policy
                 effective date.

         B .     The net amount at risk shall be calculated as of each policy's
                 effective date and as of each January 1st thereafter and shall
                 remain unchanged until the following January 1st.

         C.      International business shall be reinsured at the rates
                 specified in Appendix 2 and shall be subject to the additional
                 rating indicated by Appendix 3-A.

         D.      Each policy shall be reinsured beginning at and continuing
                 from the point-in-scale rate reached by the plan being
                 discontinued.

II.      As respects policies newly issued by the CEDING COMPANY to become
         effective on or after June 1, 1991:

         A.      The countries of Czechoslovakia and Poland are added to
                 Appendix 3-A at 100% of the foreign standard rate.

         B.      The Republic of South Africa and the republic of Israel are
                 added to Appendix 3-A at 115% of the foreign standard rate.

In all other respects not inconsistent herewith, said agreement shall remain
unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in triplicate.

CITIZENS COMPANY OF AMERICA          EMPLOYERS REASSURANCE CORPORATION

By:  Alice M. Ellis                  By:  /s/ Robert J. Wutant
     --------------------                 ------------------------
Title: Vice President                Title: Vice President
      -------------------                  -----------------------
Date: 6/27/90                        Date: 7/16/90
     --------------------                 ------------------------
By: /s/ R Doll                       By: Jan D M gh
    ---------------------                -------------------------
Title: Exec. Vice Pres               Title: SVP & Actuary
      -------------------                  -----------------------
Date: 6/27/90                        Date: July 16, 1990
     --------------------                 ------------------------
                                          
                                          



                                    10.13-19
   39
EMPL0YERS REASSURANCE CORPORATION

                         5200 Metcalf o P. 0. Box 2981 o 0verland Park, KS 66201
                                       (913) 676 5950 - Facsimile (913) 676-5221

                                   A General Electric Financial Services Company

                                AMENDMENT NO. 9

The Automatic Yearly Renewable Term (NR) Life Reinsurance Agreement (No. 116A)
of March 1, 1982, between EMPLOYERS REASSURANCE CORPORATION of Overland Park,
Kansas and CITIZENS INSURANCE COMPANY OF AMERICA a Colorado corporation with
offices in Austin, Texas, is hereby amended as follows:

As respects policies newly issued by the CEDING COMPANY to become effective on
or after September 1, 1991, the country of Nicaragua is added to Appendix 3-A
at 130% of the foreign standard rate.

In all other respects not inconsistent herewith, said agreement shall remain
unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in triplicate.

CITIZENS COMPANY OF AMERICA             EMPLOYERS REASSURANCE CORPORATION
                                        
By: F Dollar                            By: /s/ Robert J. Wutant
   --------------------------               -------------------------
Title: Exec. VP                          Title: Vice President
      -----------------------                  ----------------------
Date: 2/3/92                             Date: 1/22/92
     ------------------------                 -----------------------
By: /s/ R Doll                           By: Jan D M gh
   --------------------------                ------------------------
Title: Exec. Vice Pres                   Title: VP
      -----------------------                  ----------------------
Date: 2/3/92                             Date: 1/29/92
     ------------------------                 -----------------------
                                        




                                    10.13-20
   40
L93-3625

EMPL0YERS REASSURANCE CORPORATION


                         5200 Metcalf o P. 0. Box 2981 o 0verland Park, KS 66201
                                       (913) 676 5950 - Facsimile (913) 676-5221

                                   A General Electric Financial Services Company

                                AMENDMENT NO. 10

The Automatic Yearly Renewable Term (NR) Life Reinsurance Agreement (No. 116A)
of March 1, 1982, between EMPLOYERS REASSURANCE CORPORATION of Overland Park,
Kansas and CITIZENS INSURANCE COMPANY OF AMERICA a Colorado corporation with
offices in Austin, Texas, is hereby amended as follows:

As respects policies issued by the CEDING COMPANY to become effective on or
after July 1, 1993, the life retentions are deleted from Exhibit I, as amended
by Amendment No. 2, and the following life retentions are substituted therefor:



         Business
         Classification           Life Retention
         --------------           --------------
                               
         Domestic                 $75,000 plus 30% of remainder
         International            $75,000 plus 30% of remainder


The REINSURER acknowledges that the above specified 30% retention is being
reinsured elsewhere.

In all other respects not inconsistent herewith, said agreement shall remain
unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in triplicate.

CITIZENS COMPANY OF AMERICA           EMPLOYERS REASSURANCE CORPORATION
                                      
By: F Dollar                          By:/s/ Pamela J. Bennett    
   -------------------------             -------------------------
Title: President                      Title: AVP                  
      ----------------------                ----------------------
Date: 9/6/93                          Date: 8/25/93               
     -----------------------               -----------------------
By: /s/ Mark Oliver                   By: Cross                   
   -------------------------             -------------------------
Title: VP & Treas                     Title: Pres.                
      ----------------------                ----------------------
Date: 9/6/93                          Date: 8/27/93               
     -----------------------               -----------------------





                                    10.13-21
   41
L93-4913

EMPL0YERS REASSURANCE CORPORATION


                         5200 Metcalf o P. 0. Box 2981 o 0verland Park, KS 66201
                                       (913) 676 5950 - Facsimile (913) 676-5221

                                   A General Electric Financial Services Company

                                AMENDMENT NO. 11

The Automatic Yearly Renewable Term (NR) Life Reinsurance Agreement (No. 116A)
of March 1, 1982, between EMPLOYERS REASSURANCE CORPORATION of Overland Park,
Kansas and CITIZENS INSURANCE COMPANY OF AMERICA a Colorado corporation with
executive offices in Austin, Texas, is hereby amended as follows:

Effective November 10, 1993:

A.       All provisions of this reinsurance agreement other than the
         arbitration provisions are subject to the laws of the State of
         Colorado.

B.       In the event of the insolvency of the CEDING COMPANY, the arbitration
         provisions of this agreement shall also be subject to the laws of the
         State of Colorado.

C.       The Insolvency Clause is deleted and the Insolvency Clause attached to
         this amendment is substituted therefor.

In all other respects not inconsistent herewith, said agreement shall remain
unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in triplicate.

CITIZENS COMPANY OF AMERICA        EMPLOYERS REASSURANCE CORPORATION

By: F Dollar                       By: /s/ Pamela J. Bennett
   ---------------------              -----------------------
Title: President                   Title: AVP
      ------------------                 --------------------
Date: 9/6/93                       Date: 8/25/93
     -------------------                ---------------------
By: /s/ Mark Oliver                By: Cross
   ---------------------              -----------------------
Title: VP & Treas                  Title: Pres.
      ------------------                 --------------------
Date: 9/6/93                       Date: 8/27/93
     -------------------                ---------------------





                                    10.13-22
   42
                               INSOLVENCY CLAUSE

         The ceding insurer and the reinsurer agree that, in the event of the
insolvency of the ceding insurer, as to all reinsurance made, ceded, renewed or
otherwise becoming effective after the effective date of this agreement, the
reinsurance shall be payable by the reinsurer on the basis of the amount of
liability of the ceding insurer under the contract or contracts reinsured,
without diminution because of the insolvency of the ceding insurer;
furthermore, that such amount shall be paid directly to the ceding insurer or
its liquidator, receiver or other statutory successor.

         It is understood and agreed, however, that the obligations of the
ceding company as set forth in the reinsurance contract, including, among
others, the duty to investigate, settle and defend all claims arising under
policies with respect to which reinsurance is afforded by this agreement, shall
remain unimpaired and unaffected by the insolvency of the ceding insurer and
shall be assumed by the liquidator, receiver or statutory successor of the
ceding insurer in the liquidation or receivership proceeding and that such
liquidator, receiver or statutory successor shall give written notice to the
reinsurer of the pendency of a claim against the ceding insurer on the policy
reinsured within a reasonable time after such claim is filed in the insolvency
proceeding and that during the pendency of such claim the reinsurer may
investigate such claim and interpose, at its own expense, in the proceeding
where such claim is to be adjudicated, any defense or defenses which it may
deem available to the ceding insurer, its liquidator, receiver or statutory
successor.  The expense thus incurred by the reinsurer shall be chargeable,
subject to court approval, against the insolvent ceding insurer as part of the
expense of liquidation to the extent of a proportionate share of the benefit
which may accrue to the ceding insurer solely as the result of the defense
undertaken or asserted by the reinsurers

         Where two or more reinsurers are involved in the same claim and a
majority in interest elect to interpose a defense to such claim, the expense
shall be apportioned in accordance with the terms of this reinsurance agreement
as though such expense had been incurred by the ceding insurer.

         Nothing herein above set forth in this insolvency clause shall in any
way change the relationship or status of the parties hereto, to wit, that of
ceding insurer and reinsurers nor enlarge the obligations of either party to
each other, except as specifically herein above provided, to wit, to pay the
statutory successor on the basis of the amount of liability of the ceding
insurer under the contract or contracts reinsured, rather than on the basis of
the actual amount of loss (dividends) paid by the liquidator, receiver or
statutory successor to allowed claimants, nor shall anything in this insolvency
clause in any manner create any obligations or establish any rights against the
reinsurer in favor of any third parties or any persons not parties to this
reinsurance contract.



LIFE (8/88)





                                    10.13-23
   43
                                                               Agreement No. 007
                                                               Amendment No. 012

                  AMENDMENT OF REINSURANCE AGREEMENT BETWEEN:

                     CITIZENS INSURANCE COMPANY OF AMERICA
                                (Ceding Company)

                                      and

                       EMPLOYERS REASSURANCE CORPORATION
                               (Assuming Company)

                              Agreement Number 007

                              Amendment Number 12

                            Effective Date: 03/01/82

                          Date of Execution: 09/07/82

                     Effective Date of Amendment: 09/01/94

                     Date of Amendment Execution: 10/1 7/94

  Type of Amendment: To change Table ratings acceptable as shown in Exhibit I

                 Agreement Type: Self-Administered Reinsurance

                         Underlying Risk: Ordinary Life

Statement of whether or not a Reinsurance Intermediary is involved in this
transaction: There is no Reinsurance Intermediary involved in this transaction.

Statement of whether agreement meets the conditions of Section
10-3-805(4)(a)(III), C.R.S.: This amendment does not meet the conditions of
Section 10-3-805(4)(a)(III), C.R.S.

Statement as to whether agreement transfers existing in-force business: This
amendment does not transfer in-force business.





                                    10.13-24
   44
L94-3467
EMPL0YERS REASSURANCE CORPORATION

                         5200 Metcalf o P. 0. Box 2981 o 0verland Park, KS 66201
                                       (913) 676 5950 - Facsimile (913) 676-5221

                                   A General Electric Financial Services Company

                                AMENDMENT NO. 12

The Automatic Yearly Renewable Tenn (NR) Life Reinsurance Agreement (No. 116A)
of March 1, 1982, between EMPLOYERS REASSURANCE CORPORATION of Overland Park,
Kansas and CITIZENS INSURANCE COMPANY OF AMERICA a Colorado corporation with
executive offices in Austin, Texas, is hereby amended as follows:

As respects policies issued by the CEDING COMPANY to become effective on or
after September 1, 1994, the Table ratings applicable to both domestic and
international business which the REINSURER will accept automatically are
changed from "1 - 4", as specified in Exhibit I, to "1 - 6".

In all other respects not inconsistent herewith, said agreement shall remain
unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in triplicate.

CITIZENS COMPANY OF AMERICA           EMPLOYERS REASSURANCE CORPORATION

By: F Dollar                          By: /s/ Robert J. Wutant
   ----------------------                -------------------------
Title: President                      Title: Vice Pres
      -------------------                   ----------------------
Date: 10/17/94                        Date: 9/28/94
     --------------------                  -----------------------
By: /s/ Mark Oliver                   By: Pamela J. Bennett
   ----------------------                -------------------------
Title: VP & Treas                     Title: Asst VP
      -------------------                   ----------------------
Date: 10/17/94                        Date: 10/11/94
     --------------------                  -----------------------




                                    10.13-25
   45
L94-4225
EMPL0YERS REASSURANCE CORPORATION
                         5200 Metcalf o P. 0. Box 2981 o 0verland Park, KS 66201
                                       (913) 676 5950 - Facsimile (913) 676-5221

                                   A General Electric Financial Services Company

                                AMENDMENT NO. 13

The Automatic Yearly Renewable Term (NR) Life Reinsurance Agreement (No. 116A)
of March 1, 1982, between EMPLOYERS REASSURANCE CORPORATION of Overland Park,
Kansas and CITIZENS INSURANCE COMPANY OF AMERICA a Colorado corporation with
executive offices in Austin, Texas, is hereby amended as follows:

I.       As respects policies newly issued by the CEDING COMPANY to become
         effective on or after January 1, 1995:

         A.      The following countries are deleted from the 100% foreign
                 standard classification contained in Appendix 3-A, as amended:

                                  Czechoslovakia
                                  Poland
                                  Taiwan

         B.      The following countries are deleted from the 115% foreign
                 standard classification contained in Appendix 3-A, as amended:

                                  Israel
                                  Paraguay
                                  Uruguay

         C.      The following countries are deleted from the 130% foreign
                 standard classification contained in Appendix 3-A, as amended:

                                  Bolivia
                                  Colombia
                                  Honduras
                                  Guatemala
                                  Guiana (Fr, Br, Dutch)
                                  Nicaragua
                                  Peru
                                  Philippines
                                  Malaysia

         D.      El Salvador is deleted from the 160% foreign standard
                 classification contained in Appendix 3-A, as amended.





                                    10.13-26
   46
II.      In order to restate it as of January 1, 1995, Exhibit 3-A, as amended
         by Part I hereof, is deleted and the Exhibit 3-B attached to this
         amendment is substituted therefor.

In all other respects not inconsistent herewith, said agreement shall remain
unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in triplicate.

CITIZENS COMPANY OF AMERICA                 EMPLOYERS REASSURANCE CORPORATION
                                           
By: F Dollar                                By: /s/ Pamela J. Bennett
   -----------------------                     -------------------------
Title: Vice Chairman                        Title: AVP
      --------------------                        ----------------------
Date: 3/8/95                                Date: 2/27/95
     ---------------------                       -----------------------
By: /s/ Mark Oliver                         By: CJ Schneider
   -----------------------                     -------------------------
Title: EVP                                  Title: VP
      --------------------                        ----------------------
Date: 3/8/95                                Date: 3/1/95
     ---------------------                       -----------------------
                                           
                                           



                                    10.13-27
   47
L95-0780
EMPL0YERS REASSURANCE CORPORATION


                         5200 Metcalf o P. 0. Box 2981 o 0verland Park, KS 66201
                                       (913) 676 5950 - Facsimile (913) 676-5221

                                   A General Electric Financial Services Company

                               AMENDMENT NO.  14

The Automatic Yearly Renewable Tenn (NR) Life Reinsurance Agreement (No. 116A)
of March 1, 1982, between EMPLOYERS REASSURANCE CORPORATION of Overland Park,
Kansas and CITIZENS INSURANCE COMPANY OF AMERICA a Colorado corporation with
executive offices in Austin, Texas, is hereby amended as follows:

Effective January 1, 1995:

A.       The following sentence is added to numbered paragraph 38:

         The REINSURER agrees to reimburse the CEDING COMPANY for each claim
         with respect to which this agreement affords indemnity within 45 days
         after the REINSURER receives proof which is satisfactory to the
         REINSURER that the CEDING COMPANY has paid the claim.

B.       The following paragraph is added as Article XIX:

                                  ARTICLE XIX

                 ENTIRE AGREEMENT.  This agreement shall constitute the entire
                 agreement between the parties with respect to the business
                 being reinsured hereunder.  There are no other understandings
                 between the parties other than as expressed in this agreement.
                 Any change or modification to this agreement shall be null and
                 void unless made by amendment to this agreement and signed by
                 both parties.

In all other respects not inconsistent herewith, said agreement shall remain
unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in triplicate.

CITIZENS COMPANY OF AMERICA            EMPLOYERS REASSURANCE CORPORATION
                                       
By:    F   Dollar                      By: /s/ CJ Schnied   
   --------------------                   --------------------------
Title: Vice Chairman                   Title: VP
      -----------------                      -----------------------
Date: 4/12/95                          Date: 3/29/95
     ------------------                     ------------------------
By: /s/ Charles E. Melgar              By: Pamela J. Bennett
   --------------------                   --------------------------
Title: VP & Chief                      Title: AVP
      -----------------                      -----------------------
Date: 4/12/95                          Date: 4/1/95
     ------------------                     ------------------------





                                    10.13-28
   48
L96-1835
EMPL0YERS REASSURANCE CORPORATION
                         5200 Metcalf o P. 0. Box 2981 o 0verland Park, KS 66201
                                       (913) 676 5950 - Facsimile (913) 676-5221

                                   A General Electric Financial Services Company

                                AMENDMENT NO. 15

The Automatic Yearly Renewable Term (NR) Life Reinsurance Agreement (No. 116A)
of March 1, 1982, between EMPLOYERS REASSURANCE CORPORATION of Overland Park,
Kansas and CITIZENS INSURANCE COMPANY OF AMERICA a Colorado Corporation with
executive offices in Austin, Texas, is hereby amended as follows:

As respects policies newly issued by the CEDING COMPANY to become effective on
or after April 1, 1996, Appendix I (attached to Amendment No. 2) is deleted and
Appendix I -A attached to this amendment is substituted therefor.

In all other respects not inconsistent herewith, said agreement shall remain
unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in triplicate.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in triplicate.

CITIZENS COMPANY OF AMERICA          EMPLOYERS REASSURANCE CORPORATION
                                     
By: F Dollar                         By: /s/ Peter R      
   -----------------------               -----------------------------
Title: Vice Chairman                 Title: Asst. VP
      --------------------                 ---------------------------
Date: 5/13/96                        Date: 4/25/96
     ---------------------                ----------------------------
By: /s/ Mark Oliver                  By: John T Kirway
   -----------------------               -----------------------------
Title: Exec VP                       Title: VP
      --------------------                 ---------------------------
Date: 5/3/96                         Date: 4/25/96
     ---------------------                ----------------------------
                                     




                                    10.13-29
   49
L98-0283
                                AMENDMENT NO. 16

The Automatic Yearly Renewable Term (NR) Life Reinsurance Agreement (No. 116A)
of March 1, 1982, between EMPLOYERS REASSURANCE CORPORATION of Overland Park,
Kansas and CITIZENS INSURANCE COMPANY OF AMERICA a Colorado corporation with
executive offices in Austin, Texas, is hereby amended as follows:

As respects policies newly issued by the CEDING COMPANY to become effective on
or after January 1, 1998:

A.       The following countries are added to Exhibit 3 -B at II 5 % of the
foreign standard rate:

         Bahrain
         Egypt
         Jordan
         Kuwait
         Oman
         Qatar
         United Arab Emirates

B.       The automatic reinsurance limit applicable to each person is increased
         from $300,000, as indicated in Item 4 of Appendix I -A (attached to
         Amendment No. 15), to $500,000.

In all other respects not inconsistent herewith, said agreement shall remain
unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in triplicate.

CITIZENS COMPANY OF AMERICA              EMPLOYERS REASSURANCE CORPORATION
                                        
By: F Dollar                             By: /s/ Pamela J. Bennett
   --------------------------               -----------------------------
Title: Vice Chairman                     Title: AVP
      -----------------------                  --------------------------
Date: 1/26/98                            Date: 22 January 1998
     ------------------------                 ---------------------------
By: /s/ Mark A. Oliver                   By: A.W. Bordon
   --------------------------              ------------------------------
Title: President                         Title: Assistant Vice President
      -----------------------                  --------------------------
Date: 1/26/98                            Date: January 15, 1998
     ------------------------                 ---------------------------
                                        




                                    10.13-30