LIFE COINSURANCE RETROCESSION
AGREEMENT

        This LIFE COINSURANCE RETROCESSION AGREEMENT (this Coinsurance Agreement) is a reinsurance agreement made and entered into as of this ___ day of _________, 2003 by and between ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA, a corporation organized and existing under the laws of the State of Minnesota (the Company), and RGA REINSURANCE COMPANY, a corporation organized and existing under the laws of Missouri (the Reinsurer) (the Reinsurer and the Company shall be collectively referred to as the Parties or individually as a Party). All terms not defined herein shall have the meanings set forth in the Master Agreement (as hereafter defined).

        WHEREAS, pursuant to a master agreement entered into on ______________ between the Company and the Reinsurer (the Master Agreement) and as more specifically provided in Article III, the Company has agreed to sell, and the Reinsurer has agreed to purchase certain of the Companys net interests, liabilities and other obligations arising under the assumed life reinsurance contracts entered into by the Company on or prior to June 30, 2003 and such additional assumed life reinsurance treaties as the Company may have entered into in accordance with Section 5.01(b) of the Master Agreement between June 30, 2003 and the date of this Agreement (as such Treaties may have been amended or modified between June 30, 2003 and the date of this Agreement in accordance with Section 5.01(b) of the Master Agreement), as set forth in Schedule A appended hereto (the Treaties or individually Treaty);

        WHEREAS, pursuant to the Master Agreement, the Reinsurer will be required to provide administrative services to the Company for each Treaty pursuant to the Services Agreement (as hereafter defined) with respect to matters pertaining to the period commencing on the Effective Date (as hereafter defined) until the liability of the Company under such Treaty expires, is extinguished through novation or is recaptured by the cedent under such Treaty;

        WHEREAS, pursuant to the Master Agreement, the Company will be required to provide, pursuant to the Transition Services Agreement (as hereafter defined), certain administrative services to the Reinsurer for the Treaties for specified periods; and

        WHEREAS, pursuant to the Master Agreement, on and after the date hereof, the Company is obligated to cede to the Reinsurer, and the Reinsurer is obligated to accept as reinsurance on a coinsurance basis, 100% of the Companys Liability arising under the Treaties on or after the Effective Date, all pursuant to the terms set forth in this Coinsurance Agreement.

        NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound, the Company and the Reinsurer mutually agree to the terms and conditions stated herein.

ARTICLE I DEFINITIONS

        Coinsurance Trust Agreement means the Coinsurance Trust Agreement among the Reinsurer as Grantor, the Company as Beneficiary, and the Trustee, in substantially the form as attached hereto in Schedule B.

VARIABLE ANNUITY
GUARANTEED MINIMUM DEATH BENEFIT
REINSURANCE AGREEMENT


This Agreement is effective December 31, 2002

Between

JACKSON NATIONAL LIFE INSURANCE COMPANY
(Hereinafter called the "CEDING COMPANY")
Lansing, Michigan

and

PRUDENTIAL ATLANTIC COMPANY LIMITED (in the process of changing its name to PRUDENTIAL ATLANTIC REINSURANCE
COMPANY LIMITED)
(Hereinafter called the "REINSURER")
Dublin, Ireland

Jackson National Life and Prudential Atlantic Company Limited

1

TABLE OF CONTENTS

SCHEDULES

Jackson National Life and Prudential Atlantic Company Limited

2

ARTICLE I - DEFINITIONS

Jackson National Life and Prudential Atlantic Company Limited

3

Jackson National Life and Prudential Atlantic Company Limited

ASSUMPTION AND INDEMNITY REINSURANCE AGREEMENT

        THIS ASSUMPTION AND INDEMNITY REINSURANCE AGREEMENT (this "Agreement"), dated as of April 7, 2003, is made by and among HEALTH NET LIFE INSURANCE COMPANY, a California domiciled life and disability insurance company (the "Company"), and SAFEHEALTH LIFE INSURANCE COMPANY, a California domiciled life and disability insurance company (the "Reinsurer"). The Company and the Reinsurer are referred to herein collectively as the "Parties".

        WHEREAS, the Company desires to transfer and assign to the Reinsurer all of the Company's right, title and interest in and to the Novated Dental Policies;

        WHEREAS, the Reinsurer desires to assume all of the Company's duties and obligations in connection with, relating to, or arising at any time out of such Novated Dental Policies upon the terms and conditions set forth herein;

        WHEREAS, the Company desires to cede, on an indemnity reinsurance basis, to the Reinsurer, the Company's Policy Liabilities in connection with, relating to and arising out of the Non-Novated Dental Policies, upon the terms and conditions set forth herein;

        WHEREAS, the Reinsurer desires to reinsure on an indemnity reinsurance basis the Company's Policy Liabilities arising under or in connection with the Non-Novated Dental Policies, upon the terms and conditions set forth herein; and

        WHEREAS, in connection with the foregoing, the Health Net, Inc. and SafeGuard Health Enterprises, Inc. have entered into the Purchase and Sale Agreement dated as of April 7, 2003 (the "Purchase and Sale Agreement") which calls for the execution and delivery of this Agreement as of the Closing of the transactions contemplated thereunder;

        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
DEFINITIONS

        Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given such terms in the Purchase and Sale Agreement. For purposes of this Agreement, the following terms shall have the meanings specified below.

        "Claims" shall have the meaning set forth in Section 7.03.

        "Dental Policies" means all policies or other agreements (including all supplements, endorsements, riders and ancillary agreements in connection therewith) with individuals, employers or other group sponsors that obligate the Company to provide, arrange for the provision of, or indemnify for the cost of dental care services and dental supplies as specified therein, which policies or other agreements (i) are in effect as of the Effective Time or (ii) become effective after the Effective Time, including through (A) the reinstatement of lapsed policies pursuant to provisions therein or of applicable law, or (B) the issuance or renewal thereof by the Company after the Effective Time to honor quotes outstanding as of the Effective Time, or to satisfy renewal rights of individuals, employers or other group sponsors under contractual provisions or applicable law, or (C) modifications agreed to by the Reinsurer on behalf of the Company pursuant to the authority granted to the Reinsurer under Section 7.01 of this Agreement, provided, however, Dental Policies shall not include any policy or other agreements (including all supplements, endorsements, riders and ancillary agreements in connection therewith) with individuals, employers or other group sponsors that obligate the Company to provide, arrange for the provision of, or indemnify for the cost of dental care services and dental supplies as a Medicare + Choice Preferred Provider Organization pursuant to Contract Number P01239 by and between the Company and the Centers for Medicare and Medicaid Services.

        "Dental Services" shall have the meaning set forth in Section 7.07.

        "Dispute" shall have the meaning set forth in Section 11.02.

        "Disputed Claim" shall have the meaning set forth in Section 7.03.

        "Disputed Complaint" shall have the meaning set forth in Section 7.05.

        "Effective Time" means 11:59 p.m. Pacific Time, on the Closing Date.

        "Extra-Contractual Liabilities" means any and all liabilities and obligations of any nature, kind or description (i) for consequential, extra-contractual, tort, bad faith, exemplary, punitive, special or similar damages and (ii) for statutory or regulatory damages, fines, penalties, forfeitures, and similar charges of a penal or disciplinary nature.

        "GAAP" means generally accepted accounting principles consistently applied throughout the specified period and in a comparable period in the immediately preceding year.

        "JAMS" shall have the meaning set forth in Section 11.03.

        "Member Materials" shall have the meaning set forth in Section 3.01.

        "Members" means the individuals (including their covered spouses and covered dependents) entitled to Dental Services pursuant to Dental Policies.

        "Non-Novated Dental Policies" shall have the meaning set forth in Section 2.04.

        "Novated Dental Policies" means those Dental Policies transferred to the Reinsurer by novation as of the Novation Date and under which Dental Policies the Reinsurer shall have become the successor to the Company under the Dental Policies as described in Section 2.03.

        "Novation Date" shall have the meaning set forth in Section 3.02 hereof.

        "Obligations" shall have the meaning set forth in Section 2.01 hereof.

        "Policy Liabilities" means the Company's gross liabilities and obligations arising under or in connection with the Dental Policies to the extent the same are unpaid or unperformed on or after the Effective Time, before deduction for all other applicable cessions, if any, under the Company's reinsurance programs. In addition, the term "Policy Liabilities" shall include:

        (a)   all Extra-Contractual Liabilities that arise from any act, error or omission after the Effective Time, whether or not intentional, in bad faith or otherwise, by the Reinsurer or any of its affiliates, or any of their respective officers, employees, agents or representatives relating to the Dental Policies, and any attorneys' fees incurred by the Reinsurer or the Company related to such Extra-Contractual Liabilities;

        (b)   all liabilities and obligations for premium taxes arising on account of any premiums with respect to the Dental Policies allocable to coverage after the Effective Time;

        (c)   all liabilities and obligations for returns or refunds of premiums (irrespective of when due) under the Dental Policies;

        (d)   any assessment required by any insurance guaranty, insolvency, comprehensive health association or other similar fund maintained by any jurisdiction relating to the Dental Policies assessed or imposed on the basis of premium for coverage after the Effective Time;

        (e)   all liabilities and obligations for commission payments and other compensation, if any, due and payable with respect to the Dental Policies to or for the benefit of agents and brokers to the extent that such amount accrues after the Effective Time;

INDEMNITY REINSURANCE AGREEMENT
BY AND BETWEEN
PROTECTIVE LIFE INSURANCE COMPANY
AND
FIRST FORTIS LIFE INSURANCE COMPANY

        This Indemnity Reinsurance Agreement (the Agreement) is made and entered into as of December 31, 2001 (the Effective Date), by and between Protective Life Insurance Company, a Tennessee corporation (Ceding Company), and Fortis Benefits Insurance Company, a Minnesota corporation (Reinsurer).

        Ceding Company, through the Dental Benefits Division of Protective Life Corporation (the Dental Division), has issued or assumed certain insurance products consisting of group indemnity dental insurance policies, group and individual prepaid managed dental care products, and other group insurance business consisting of small blocks of term life, whole life, disability, accident-only, and non-major group medical A&H policies, all of which either currently are in-force, or have terminated but with respect to which there still are runoff claims.

        Reinsurer desires to reinsure, and Ceding Company desires to cede to Reinsurer, one hundred percent (100%) of the Policy Liabilities (as defined below). Ceding Company also desires to assign and delegate to Reinsurer, and Reinsurer also desires to accept and assume, certain of Ceding Companys rights and obligations under the Other Agreements (as such term is defined below).

AGREEMENT

        Now, therefore, in consideration of the mutual promises of the parties set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions. As used in this Agreement, the following capitalized terms will have the following meanings.

        1.1. Administrative Services means the performance of tasks, duties, responsibilities and actions necessary to administer the Business, as more specifically set forth in Section 5.

        1.2. Adjusted Transfer Amount means the amount of the Policy-Related Liabilities as of the Effective Time less the amount of the Policy-Related Assets as of the Effective Time, as set forth on the Effective Date Accounting.

        1.3. Affiliate means, with respect to any Person, at the time in question, any other Person controlling, controlled by or under common control with such Person.

        1.4. "Agreement" means this Indemnity Reinsurance Agreement and all exhibits hereto, as it may be amended, supplemented or restated from time to time.

        1.5. "Asserted Liability" is defined in Section 6.3.

        1.6. Assumed Agreements means (a) the Provider Agreements, (b) the Third-Party Administration Agreements and (c) each Other Agreement that Reinsurer assumes pursuant to the provisions of Section 3.11 hereof but only from and after the date of such assumption; provided, however, that with respect to (a) and (b) above, Assumed Agreements will not include the Mutual of Omaha Agreement or any other Provider Agreement or Third-Party Administration Agreement that Reinsurer specifies in writing to Ceding Company on the Effective Date as an agreement that is not to be treated as an Assumed Agreement for the purposes of this Agreement unless such Provider Agreement or Third-Party Administration Agreement is assumed by Reinsurer after the Effective Date under Section 3.11 (and in such case, it will be treated as an Assumed Agreement only from and after the date of such assumption as provided in Section 3.11).

        1.7. "BBI" means Better Benefits, Inc., formerly known as Better Compensation, Inc.

        1.8. BBI Marketing Agreement means collectively (i) the Joint Marketing Agreement between BBI and Protective Life Insurance Company, dated as of January 1, 1991, as amended, and (ii) the Amended and Restated Joint Marketing Agreement by and among BBI, Protective Life Insurance Company and Protective Life & Annuity Insurance Company dated February 7, 1997, as amended on April 15, 1999 and March 31, 2000.

        1.9. "Business" means all business under the Reinsured Policies, Reinsured Assumed Agreements, Reinsurance Agreements, Related Agreements, Provider Agreements and Third Party Administration Agreements.

        1.10. Business Proceeding means each action, suit, investigation or proceeding with respect to the Business by or before any court, arbitrator or administrative or governmental body.

        1.11. "Ceding Commission" is defined in Section 4.2.

        1.12. Ceding Company means Protective Life Insurance Company and its permitted successors and assigns, including any liquidator, receiver, rehabilitator, or other statutory successor.

        1.13. "Ceding Company Indemnitees" is defined in Section 6.2.

        1.14. "Ceding Company's DAC Calculation" is defined in Section 4.13.5.

        1.15. "Claims Notice" is defined in Section 6.3.

        1.16. "Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

        1.17. Commissions means all commissions or other compensation due agents or brokers with respect to any of the Reinsured Policies, including compensation owing with respect to the Reinsured Policies under the Premier Agreement.

        1.18. Commissions Due & Accrued means the aggregate of all Commissions due with respect to the Reinsured Policies determined in accordance with SAP and appropriately includable on lines 12 and 18 of the Liabilities, Surplus and Other Funds page of the 2000 NAIC Annual Statement Blank, on lines 10 and 18 of the Liabilities, Surplus and Other Funds page of the 2001 NAIC Annual Statement Blank or on comparable line items in successor NAIC Annual Statement Blanks.

        1.19. "Confidential Information" is defined in Section 5.15.

        1.20. "CUNA Agreement" is defined in Section 5.17.

        1.21. "Effective Date" means the date specified in the first paragraph of this Agreement.

        1.22. "Effective Date Accounting" is defined in Section 4.5.

        1.23. "Effective Time" means 11:59 p.m. on the Effective Date.

        1.24. Excluded Liability means all liabilities or obligations of Ceding Company of any character or nature arising out of or related to the Business that are not Policy Liabilities or Other Assumed Liabilities, including, without limitation, liabilities (i) for taxes payable with respect to Premiums received by Ceding Company before the Effective Time or on account of the Premiums Receivable as of the Effective Time; (ii) arising from participation in any guaranty fund, insolvency fund, plan, pool, association or other similar organization, and that is assessed with respect to the Reinsured Policies based on Premiums received by Ceding Company before the Effective Time or on account of the Premiums Receivable as of the Effective Time; (iii) for Commissions that are payable with respect to the Reinsured Policies with respect to Premiums received by Ceding Company before the Effective Time or on account of the Premiums Receivable as of the Effective Time (other than Commissions with respect to such Premiums Receivable to the extent that such Commissions are included in the Policy-Related Liabilities as of the Effective Time); (iv) all Extra-Contractual Liabilities related to acts or omissions that occurred, or were alleged to have occurred, prior to the Effective Time; or (v) to LeafRe or any of its Affiliates (A) pursuant to the LeafRe Reinsurance Agreements, including any LeafRe claims with respect to Reinsured Policies that are not LeafRe Covered Policies, but not including any liabilities to LeafRe arising at or after the Effective Time with respect to the Reinsured Policies that are LeafRe Covered Policies or (B) pursuant to the BBI Marketing Agreement except for (1) Commissions arising after the Effective Time with respect to the LeafRe Covered Policies and (2) Commissions arising at or prior to the Effective Time with respect to the LeafRe Covered Policies to the extent such Commissions are included in the Policy-Related Liabilities as of the Effective Time.

INSURANCE AGREEMENT

THIS INSURANCE AGREEMENT (this Insurance Agreement) dated as of August 1, 2003 by and among KEY BANK USA, NATIONAL ASSOCIATION (Key Bank), in its capacity as the Seller (together with its permitted successors and assigns, the Seller), KEY BANK, in its capacity as Master Servicer (together with its permitted successors and assigns, the Master Servicer), KEY BANK, in its capacity as Administrator (together with its permitted successors and assigns, the Administrator), KEY CONSUMER RECEIVABLES LLC, as the Depositor (together with its permitted successors and assigns, the Depositor), KEYCORP STUDENT LOAN TRUST 2003-A, as Issuer (the Issuer), MBIA INSURANCE CORPORATION, in its capacity as Insurer (the Insurer), BANK ONE, NATIONAL ASSOCIATION, in its capacity as Eligible Lender Trustee (the Eligible Lender Trustee), and JPMORGAN CHASE BANK, in its capacity as Indenture Trustee (the Indenture Trustee).

WHEREAS, the Indenture dated as of August 1, 2003 (the Indenture), between the Issuer and the Indenture Trustee relating to the $374,980,000 KeyCorp Student Loan Trust 2003-A, Floating Rate Asset Backed Notes, Class II-A-1, Class II-A-2 and Class II-B (the Securities), provides for, among other things, the issuance of student loan asset backed notes, and the Insurer has issued its note guaranty insurance policy (the Policy) that guarantees certain payments due from the Issuer on the Securities; and

WHEREAS, the Insurer shall be paid an insurance premium pursuant to the Indenture, and the details of such premium are set forth herein; and

WHEREAS, the Issuer, the Master Servicer, the Seller, the Administrator and the Depositor have undertaken certain obligations in consideration for the Insurers issuance of the Policy;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

The terms defined in this Insurance Agreement shall have the meanings provided herein for all purposes of this Insurance Agreement, unless the context clearly requires otherwise, in both singular and plural form, as appropriate.  Unless the context clearly requires otherwise, all capitalized terms used herein and not otherwise defined in this Insurance Agreement shall have the meanings assigned to them in the Indenture or the Sale and Servicing Agreement.  All words used herein shall be construed to be of such gender or number as the circumstances require.  This Insurance Agreement shall mean this Insurance Agreement as a whole and as the same may, from time to time hereafter, be amended, supplemented or modified.  The words herein, hereby, hereof, hereto, hereinabove and hereinbelow, and words of similar import, refer to this Insurance Agreement as a whole and not to any particular paragraph, clause or other subdivision hereof, unless otherwise specifically noted.

Administration Agreement means the Administration Agreement dated as of August 1, 2003 among the Issuer, the Administrator and the Indenture Trustee.

Assigned Agreements shall have the meaning assigned to such term in the Indenture.

Business Day means any day other than (i) a Saturday or a Sunday (ii) a day on which the Insurer is closed or a day on which banking institutions in New York City or in the city in which the corporate trust office of the Indenture Trustee under the Indenture is located are authorized or obligated by law or executive order to close.

Cap Agreements shall mean the Group II Basis Risk Cap Agreement and the Group II Cap Agreement as such terms are defined in the Indenture.  

Code means the Internal Revenue Code of 1986, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.

Commission means the Securities and Exchange Commission.

Commitment means the letter of commitment from the Insurer to the Seller dated August 12, 2003.

Coordination Agreements shall have the meaning assigned to such term in the Indenture.

Date of Issuance means the date on which the Policy is issued as specified therein.

Default means any event that results, or which with the giving of notice or the lapse of time or both would result, in an Event of Default.

Delaware Trustee means Bank One Delaware, Inc., as Delaware trustee under the Trust Agreement, and any successor to the Delaware Trustee under the Trust Agreement.

Eligible Lender Trustee means Bank One, National Association, a national banking association, as eligible lender trustee under the Trust Agreement, and any successor to the Eligible Lender Trustee under the Trust Agreement.

Event of Default means any event of default specified in Section 5.01 hereof.

Financial Statements means, with respect to the Master Servicer and the Seller, the quarterly call reports filed with the OCC.

Fiscal Agent means the Fiscal Agent, if any, designated pursuant to the terms of the Policy.