AMENDED AND RESTATED GROUP LIFE AND HEALTH INDEMNITY REINSURANCE AGREEMENT

Exhibit 10.1

      EXECUTION COPY

AMENDED AND RESTATED
GROUP LIFE AND HEALTH
INDEMNITY REINSURANCE AGREEMENT

     THIS AMENDED AND RESTATED GROUP LIFE AND HEALTH INDEMNITY REINSURANCE AGREEMENT, dated as of December 31, 2003 (this “ Agreement ”), is entered into by and between CONTINENTAL ASSURANCE COMPANY, a stock insurance company organized under the laws of Illinois (“ CAC ”), and VALLEY FORGE LIFE INSURANCE COMPANY, a stock insurance company organized under the laws of Pennsylvania (“ VFL ” and together with CAC, the “ Insurers ”, with each of CAC and VFL also sometimes referred to herein as an “ Insurer ”), and CNA GROUP LIFE ASSURANCE COMPANY, a stock insurance company organized under the laws of Illinois (the “ Reinsurer ”).

WITNESSETH

          WHEREAS, the parties hereto entered into a reinsurance agreement (the “ Original Reinsurance Agreement ”), dated as of March 31, 2001, pursuant to which the Reinsurer agreed to reinsure the group life insurance and group health insurance businesses and certain other businesses of the Insurers;

          WHEREAS, the parties hereto also entered into an administrative services agreement (the “ Original Administrative Services Agreement ”), dated as of March 31, 2001, pursuant to which the Reinsurer agreed to provide the administrative services described therein with respect to the business reinsured under the Original Reinsurance Agreement;

          WHEREAS, Continental Casualty Company, an Illinois stock insurance company (“ CCC ”), CAC, CNA Financial Corporation, a Delaware corporation (“ CNA ”), Hartford Life and Accident Insurance Company, a stock insurance company organized under the laws of Connecticut (“ Purchaser ”) and Hartford Life, Inc., a Delaware corporation, have entered into an Amended and Restated Stock Purchase Agreement, dated as of November 30, 2003 (the “ Stock Purchase Agreement ”), pursuant to which CCC, CAC and CNA have agreed, among other things, to sell to Purchaser all of the issued and outstanding capital stock of the Reinsurer and Charles Stedman & Co., Inc.;

          WHEREAS, pursuant to the Stock Purchase Agreement, CNA, CCC, CAC and Purchaser have agreed that at the Closing (as defined in the Stock Purchase Agreement) certain business and liabilities previously ceded to and reinsured by the Reinsurer under the Original Reinsurance Agreement would be commuted effective upon the Closing Date (as defined in the Stock Purchase Agreement) pursuant to a Commutation Agreement among CAC, VFL and the Reinsurer, the form of which is attached hereto as Exhibit A (the “ Commutation Agreement ”);

          WHEREAS, pursuant to the Stock Purchase Agreement, CNA, CCC, CAC and Purchaser have agreed that the Original Reinsurance Agreement and the Original Administrative Services Agreement would be amended and restated to recognize the effect of the Commutation Agreement and to give effect to certain other changes;

          WHEREAS, the parties hereto are entering into the Amended and Restated Group Life and Health Administrative Services Agreement, dated as of the date hereof, which amends and restates in its entirety the Original Administrative Services Agreement (the “ Amended and Restated Administrative Services Agreement ”); and

     WHEREAS, the Insurers and the Reinsurer desire to enter into this Agreement to amend and restate in its entirety the Original Reinsurance Agreement as herein set forth.

     NOW, THEREFORE, in consideration of the mutual covenants and promises, and upon the terms and conditions, hereinafter set forth, the parties hereto agree as follows:

ARTICLE I

BUSINESS REINSURED

     1. Effective as of 12:01 a.m. on the Closing Date (the “ Revised Effective Time ”), the Insurers hereby cede to the Reinsurer, and the Reinsurer hereby accepts and indemnity reinsures, on a coinsurance basis, from the Insurers, 100% of the Policy Liabilities (as defined below), but none of the Retained Policy Liabilities (as defined below) and Excluded Liabilities (as defined below), in each case, arising from:

(i) any and all binders, endorsements, riders, policies, certificates and contracts of insurance and assumed reinsurance included in the Subject Business issued, renewed or assumed by the Insurers prior to, on or after the Original Effective Time (as defined in Article VII of this Agreement), including without limitation all such binders, endorsements, riders, policies, certificates and contracts lapsed and terminated with unpaid claims or subsequently reinstated; (ii) Accommodation Policies (as defined in the Amended and Restated Administrative Services Agreement) for the Subject Business; and (iii) Insurer Additional Policies (as defined in the Amended and Restated Administrative Services Agreement) for the Subject Business (each such binder, endorsement, rider, policy, certificate or contract of insurance and reinsurance being referred to in (i), (ii) and (iii) above shall be hereinafter referred to individually as a “ Policy ” and collectively as the “ Policies ”).

     2. The term “ Certificateholder ” shall mean each insured or reinsured under a Policy.

     3. The term “ Third Party Reinsurance Agreement ” shall have the meaning provided therefore in the Stock Purchase Agreement.

     4. The term “ Unnovated Third Party Reinsurance Agreement ” shall mean a Third Party Reinsurance Agreement which has not been novated pursuant to the terms of Section 5.12.2(b) of the Stock Purchase Agreement.

     5. The term “ Retained Policy Liabilities ” shall mean any Policy Liabilities (a) ceded by an Insurer under an Unnovated Third Party Reinsurance Agreement or (b) required to be retained by the Insurers under applicable state law or, in the case of Policies

reinsured under any Third Party Reinsurance Agreement, by the terms of such Third Party Reinsurance Agreement (giving effect to any consents or modifications of such applicable agreement), with such Retained Policy Liabilities referred to in clause (b) being reflected in Schedule A hereto.

     6. The term “ Subject Business ” shall mean all of the insurance business that corresponds to the policy forms of the Insurers identified on Schedule B .

     7. The term “ Policy Liabilities ” shall mean the gross liability and obligations (whether arising from assumed reinsurance or directly written insurance) of the Insurers, based upon or arising under the express written terms and conditions of the Policies (except for Excluded Liabilities (as defined below) and Retained Policy Liabilities), including without limitation liabilities for:

     8. The term “ Excluded Liabilities ” shall mean the liabilities or obligations of each Insurer that are not Policy Liabilities, including, without limitation: (i) any Extra Contractual Obligations ceded by the Insurers to the Reinsurer prior to the Revised Effective Time; (ii) Extra Contractual Obligations based on acts, errors or omissions by an Insurer, or any of its officers or employees, agents, subcontractors or representatives (other than the Reinsurer on or after the Revised Effective Time pursuant to the Amended and Restated Administrative Services Agreement), and not at the direction or request of the Reinsurer on or after the Revised Effective Time and any attorneys’ fees incurred by the Insurer related to such liabilities or obligations; (iii) any Extra Contractual Obligations based on acts, errors or omissions by the Reinsurer or any of its officers or employees, agents, subcontractors or representatives prior to the Revised Effective Time and any attorneys’ fees incurred by an Insurer related to such liabilities or obligations; and (iv) any risk, obligations or liabilities commuted and transferred to the Insurers under the Commutation Agreement.

     9. The term “ Extra Contractual Obligations ” shall mean all liabilities and obligations other than those arising under the express terms and conditions, and within the limits, of the Policies, including, without limitation, any liability for fines, penalties, forfeitures or punitive, exemplary, special or any other form of extra contractual damages, relating to the Policies, which arise from any act, error or omission, whether intentional, negligent or in bad faith, including, without limitation, any act, error or omission relating to (i) the marketing, underwriting, production, issuance, cancellation or administration of the Policies, (ii) the investigation, defense, trial, settlement or handling of claims, benefits, or payments under the Policies, or (iii) the failure to pay or the delay in payment of benefits, claims or any other amounts due or alleged to be due under or in connection with the Policies.

     10. The Reinsurer is entitled to the benefit of any and all rights, assets, defenses, setoffs and counterclaims to which the Insurers are entitled with respect to the Policy Liabilities or the satisfaction thereof, it being expressly understood and agreed by the parties hereto that no such rights, assets, defenses, setoffs or counterclaims are waived by the execution of this Agreement or the consummation of the transactions contemplated hereby and that the Reinsurer shall be fully subrogated to all such rights, assets, defenses, setoffs and counterclaims. The liability of the Reinsurer hereunder shall remain in effect until all liability under the Policies has been fully liquidated. An Insurer, on its own initiative, will not change the terms and conditions of any Policy or the assumptions and methods used by

Company to determine statutory reserves in respect of the Policies unless required by regulatory authority.

     11. The Reinsurer shall have the benefit of any premium tax credits and reductions attributable to guaranty fund assessments and similar assessments paid or payable by such Insurer with respect to the Policies but only if and to the extent that (i) the Reinsurer reinsures the Insurers for such guaranty fund and similar assessments pursuant to this Agreement and (ii) such credits are actually applied by the Insurers to reduce their premium tax liabilities, provided that Insurers shall apply such credits and any other premium tax credits and reductions attributable to guaranty fund assessments and similar assessments on a pro rata basis.

     12. The Reinsurer may, at its sole option, elect to (a) novate certain or all of the Policies by assumption reinsurance (the “ Novation Option ”) or (b) amend this Agreement as appropriate to add a “cut-through” for designated Policies, making Policy benefits that are included in the Policy Liabilities payable directly to the policyholders (the “Cut-Through Option”). As part of the Cut-Through Option, the Reinsurer also may elect, in it sole discretion, for the Insurers and the Reinsurer to issue a related endorsement for the designated Policies. The Reinsurer’s election, if any, to pursue either the Novation Option or the Cut-Through Option, shall be subject to obtaining any regulatory approvals, consents or confirmations deemed necessary or advisable by the Reinsurer, in its sole discretion. The Reinsurer shall promptly notify the Insurers prior to pursuing the Novation Option or Cut-Through Option, and the Insurers shall cooperate with the Reinsurer in implementing the Novation Option or Cut-Through Option (including, without limitation, amending this Agreement), provided that the Reinsurer shall be solely and exclusively responsible for the costs and expenses of effecting the Novation Option or Cut-Through Option. Notwithstanding the foregoing, the Reinsurer shall have no obligation to seek the Novation Option or Cut-Through Option, and this provision by itself shall in no way be interpreted as amending Article IX to provide any rights to any third party.

ARTICLE II

PAYMENT AND ACCOUNTING FOR CERTAIN ASSUMED POLICY LIABILITIES

     In connection with the Reinsurer’s assumption of the Policy Liabilities described in paragraphs (c), (d) and (f) of Section 7 of Article I hereof (the “ Tax/Assessment Liabilities ”), it is agreed that an Insurer will make direct payment of such Tax/Assessment Liabilities and that the Reinsurer’s assumption of liability therefor shall be discharged by an Insurer reporting the Tax/Assessment Liabilities paid by the Insurer to the Reinsurer in accordance with Section 7 of Article VII, and the Reinsurer reimbursing the Insurer for such amounts also in accordance with Section 7 of Article VII.

ARTICLE III

TERRITORY

     This Agreement shall apply to Policies covering persons and risks wherever resident or situated.

ARTICLE IV

POLICY ADMINISTRATION

     The Policies and the Policy Liabilities shall be administered by the Reinsurer pursuant to the terms of the Amended and Restated Administrative Services Agreement. In connection therewith, Reinsurer will provide such periodic reports to the Insurers as are required by the Amended and Restated Administrative Services Agreement. Settlements of amounts due from the Reinsurer to the Insurers and amounts due from the Insurers to the Reinsurer, as set forth in such reports, shall be made on a monthly basis as set forth in the Amended and Restated Administrative Services Agreement.

ARTICLE V

PREMIUMS; RECOVERIES

     1. Each Insurer hereby transfers, conveys and assigns to the Reinsurer all of its rights, title and interest to, and the Reinsurer shall be entitled to, 100% of the following, except to the extent that any such amounts are attributable to Retained Policy Liabilities: all premiums (irrespective of when due), premium adjustments, reinsurance receivables, balances due from agents, principal and interest due on policy loans, retroactive increases in premiums based upon experience, accrued interest receivables and recoveries received at or after January 1, 2001 by the Insurers or the Reinsurer with respect to the Policies, together with all Policy-related rights of the Insurers, including, without limitation, subrogation and coordination of benefits rights, including, for the benefit of the Reinsurer, any and all premium tax credits attributable to guaranty fund and other assessments paid or payable by the Insurers (the “ Premium Tax Credits ”) to the extent provided in Section 11 of Article I.

     2. Each Insurer shall promptly endorse and remit to the Reinsurer all of the following, except to the extent that any such amounts are attributable to Retained Policy Liabilities: any premiums, premium adjustments, reinsurance receivables, balances due from agents, amounts due on policy loans, accrued interest receivables, rights, assets and recoveries received by the Insurers at or after January 1, 2001 in respect of any of the Policies or the satisfaction of Policy Liabilities, including the Premium Tax Credits, to the extent provided in Section 11 of Article I. Each Insurer shall treat any such amounts as the property of the Reinsurer to be held in a fiduciary capacity for the sole benefit of Reinsurer.

     3. Each Insurer shall provide reasonable assistance to the Reinsurer, upon the Reinsurer’s request therefor, and at the Reinsurer’s expense, in the collection of any

premiums, premium adjustments, reinsurance receivables, balances due from agents, amounts due on policy loans, accrued interest receivables, rights, assets and recoveries due such Insurer at or after the Revised Effective Time in respect of any of the Policies or the satisfaction of Policy Liabilities. Furthermore, with respect to any such remittance, each Insurer shall also promptly furnish the Reinsurer with all pertinent information which it receives at and after the Revised Effective Time pertaining thereto (e.g., the nature of the payment, source of funds, policy or certificate number or agreement (as appropriate) and period(s) to which it relates and any instructions accompanying same); provided, however, that such Insurer may retain a copy thereof (subject to the restrictions upon use set forth in this Agreement).

     4. Each Insurer agrees to execute and deliver to the Reinsurer any further instruments or assurances that the Reinsurer may reasonably request for more effectual vesting of the Reinsurer’s right, title and interest in the following, except to the extent that any such amounts are attributable to Retained Policy Liabilities: any premiums, premium adjustments, reinsurance receivables, balances due from agents, amounts due on policy loans, accrued interest receivables, rights, assets and recoveries received by the Insurers at or after January 1, 2001 in respect of any of the Policies or the satisfaction of Policy Liabilities. Such action shall include, without limitation, each Insurer’s execution and delivery of any financing statements reasonably requested by the Reinsurer to the extent that it may appear appropriate to the Reinsurer to file such financing statements under Article 9 of the Uniform Commercial Code.

     5. Effective as of the Revised Effective Time, the Insurers have no responsibility for billing and collecting premiums in respect of the Policies or, subject to Section 7 of this Article V regarding Unnovated Third Party Reinsurance Agreements, otherwise servicing or administering any Policies, except as may otherwise be set forth in the Amended and Restated Administrative Services Agreement or in other signed writing of the relevant parties.

     6. Effective as of the Revised Effective Time, the Insurers have no responsibility for ascertaining or collecting reinsurance recoverables with respect to Policy Liabilities under the Third Party Reinsurance Agreements other than the Unnovated Third Party Reinsurance Agreements, provided that the Reinsurer shall assume responsibility for administering the Unnovated Third Party Reinsurance Agreements on behalf of the Insurers under the Amended and Restated Administrative Services Agreement. The collectibility of reinsurance with respect to the Policies from reinsurers under Third Party Reinsurance Agreements other than the Unnovated Third Party Reinsurance Agreements shall be at the risk of and for the account of the Reinsurer. The risk of collectibility of reinsurance with respect to the Policies from reinsurers under the Unnovated Third Party Reinsurance Agreements shall be shared as follows: (i) the Reinsurer shall be obligated to the applicable Insurer for 50% of any amounts more than 60 days past due from reinsurers under the Unnovated Third Party Reinsurance Agreements, with settlements of such amounts to be made on a monthly basis as set forth in the Amended and Restated Administrative Services Agreement, and (ii) all other reinsurance recoverables under the Unnovated Third Party Reinsurance Agreements shall be at the collection risk of the Insurers. With respect to any

past due reinsurance recoverables under Unnovated Third Party Reinsurance Agreements for which the Reinsurer is obligated to the Insurers hereunder, the Reinsurer shall be entitled to its pro rata share of any subsequent recovery of such reinsurance recoverables.

     7. The Reinsurer shall have responsibility and full power and authority to act for and on behalf of the Insurers, and the Insurers shall take such measures as reasonably requested by the Reinsurer, with respect to any and all letters of credit outstanding or assets in trust held for the benefit of the Insurers pursuant to the terms of the Third Party Reinsurance Agreements.

ARTICLE VI

REINSURANCE CREDIT

     1.  Licensed or Accredited Status . The Reinsurer is, and shall maintain its status as, a licensed life insurer or accredited life reinsurer in all jurisdictions of the United States where necessary so that the Insurers, in the statements required to be filed with their regulatory authority(ies), shall receive full credit as admitted reinsurance for all of the Reinsurer’s share of the Obligations (as defined in this Article).

     2.  Reinsurance Credit . If a jurisdiction of the United States will not permit any Insurer, in the statements required to be filed with its regulatory authority(ies), to receive full credit as admitted reinsurance for any of the Reinsurer’s share of Obligations (as defined in this Article), such Insurer may, in its discretion, in the case of each such instance and for each applicable filing date, elect to forward to the Reinsurer a statement of the Reinsurer’s share of such Obligations. If the Insurer and the Reinsurer, cooperating reasonably, cannot resolve the matter with insurance regulatory authority(ies) in the applicable jurisdiction(s) within thirty (30) days of the Reinsurer’s receipt of such statement, then the Reinsurer shall, at its option, promptly either:

     3.  Definition . “ Obligations ”, as used in this Article, shall mean the sum of the following, all determined in accordance with SAP (as defined in the Stock Purchase Agreement), losses paid by the relevant Insurer but not yet recovered from the Reinsurer, plus the relevant Insurer’s reserves for future policy benefits, including, but not limited to, active life reserves for universal life and permanent life insurance contracts, group life premium waiver reserves and long term disability reserves, the relevant Insurer’s reserves for reported losses and benefits and claim expenses, and losses, benefits and claim expenses incurred but not reported and premiums unearned, if any, with respect to the Policies.

     4.  Security Trust Agreement . At the Closing or at any time thereafter, if the Obligations ceded by an Insurer under this Agreement exceed $50 million, the Reinsurer shall transfer to a trust account, for the benefit of such Insurer, assets adequate to secure such Insurer’s Obligations, which trust account shall be established under, and be governed by the terms of, the Security Trust Agreement attached as Exhibit B hereto (the “ Security Trust Agreement ”). Such trust account shall be in effect for the term provided for in the Security Trust Agreement. Notwithstanding the foregoing, in the event that the Obligations ceded to the Reinsurer under this Agreement and the Amended and Restated CCC Reinsurance Agreement (as defined in the Stock Purchase Agreement) are less than $250 million in the aggregate, the Reinsurer shall not be obligated to establish or maintain any trust account pursuant to this Section 4 of Article VI.

ARTICLE VII

NET LIABILITIES, TRANSFER OF ASSETS AND CEDING COMMISSION

     1.  Net GAAP Liabilities Calculation . No later than the Original Effective Time (as defined in the following paragraph), each Insurer prepared and distributed to Reinsurer, a statement, as of December 31, 2000, of all Net GAAP Liabilities for the Subject Business. Net GAAP Liabilities for