Fiscal Agency Agreement

FISCAL AGENCY AGREEMENT


between


GENERAL AMERICAN LIFE INSURANCE COMPANY
as Issuer


and


THE BANK OF NEW YORK
as Fiscal Agent


----------------------------


dated as of January 24, 1994


----------------------------


$107,000,000 7 5/8% Surplus Notes due 2024


================================================================================


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TABLE OF CONTENTS


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ARTICLE I
DEFINITIONS


1.1. Definitions ..................................... 1
1.2. Rules of Construction ........................... 5


ARTICLE II
THE NOTES


2.1. Form ............................................ 6
2.2 Form of Fiscal Agent's Certificate of
Authentication ................................. 7
2.3. Execution and Authentication .................... 7
2.4. Registrar, Paying Agent, Depository and
Custodian ................................... 8
2.5. Payment on Notes ................................ 9
2.6. Noteholder Lists ................................ 11
2.7. Replacement Notes ............................... 11
2.8. Outstanding Notes ............................... 12
2.9. Treasury Notes .................................. 12
2.10. Temporary Notes ................................. 13
2.11. Cancellation .................................... 13
2.12. Person Deemed Owner ............................. 13


ARTICLE III
PAYMENT RESTRICTIONS


3.1. Payment Restrictions ............................ 14
3.2. Unpaid Amounts .................................. 14


ARTICLE IV
TRANSFER AND EXCHANGE; TRANSFER RESTRICTIONS


4.1. Transfer and Exchange ........................... 15
4.2. ERISA Restrictions .............................. 20


ARTICLE V
COVENANTS


5.1 Payment of Interest and Principal ............... 21
5.2 Rule 144A Information ........................... 21
5.3 Other Information ............................... 21


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5.4. Corporate Existence ............................. 22
5.5. Compliance with Investment Company Act .......... 22
5.6. Maintenance of Debt Service
Account ........................................ 22


ARTICLE VI
DEMUTUALIZATION, MERGER, CONSOLIDATION OR SALE
BY THE COMPANY


6.1. Demutualization, Merger, Consolidation or
Sale of Assets ................................. 22


ARTICLE VII
REMEDIES


7.1. Remedies ........................................ 23
7.2. Restoration of Rights and Remedies .............. 24
7.3. Rights and Remedies Cumulative .................. 25
7.4. Delay or Omission Not Waiver .................... 25


ARTICLE VIII
SUBORDINATION


8.1. Subordination .................................. 25
8.2. Rehabilitation, Liquidation, Reorganization,
Conservation or Dissolution ................... 25
8.3. Distribution ................................... 26
8.4. Notice of Violation ............................ 26
8.5. Rights of Noteholders .......................... 27


ARTICLE IX
FISCAL AGENT


9.1. Duties of Fiscal Agent ......................... 27
9.2. Rights of Fiscal Agent ......................... 28
9.3. Individual Rights of Fiscal Agent .............. 29
9.4. Fiscal Agent's Disclaimer ...................... 29
9.5. Compensation and Indemnity ..................... 29
9.6. Replacement of Fiscal Agent .................... 30
9.7. Successor Fiscal Agent, Agents by Merger,
Etc ........................................... 31
9.8. Eligibility .................................... 31
9.9. Appointment of Authenticating Agent ............ 31


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ARTICLE X
AMENDMENTS, SUPPLEMENTS AND WAIVERS


10.1. Without Consent of Holders .................... 34
10.2. With Consent of Holders ....................... 35
10.3. Revocation and Effect of Consents ............. 36
10.4. Notation on or Exchange of Notes .............. 37
10.5. Fiscal Agent to Sign Amendments, Etc .......... 37


ARTICLE XI
MEETINGS OF HOLDERS


11.1. Purposes for Which Meetings May Be Called ....... 37
11.2. Call, Notice and Place of Meetings .............. 37
11.3. Persons Entitled to Vote at Meetings ............ 38
11.4. Quorum .......................................... 38
11.5. Action by Written Consent ....................... 39
11.6. Determination of Voting Rights; Conduct and
Adjournment of Meetings ........................ 39
11.7. Counting Votes and Recording Action of
Meetings ....................................... 40


ARTICLE XII
MISCELLANEOUS


12.1. Notices ......................................... 41
12.2. Governing Law ................................... 41
12.3. No Recourse Against Others ...................... 42
12.4. Duplicate Originals ............................. 42
12.5. Headings and Table of Contents .................. 42
12.6. Successor and Assigns ........................... 42
12.7. Separability .................................... 42
12.8. Legal Holidays .................................. 42


EXHIBIT A - FORM OF NOTE CERTIFICATE


EXHIBIT B - FORM OF NOTE IN GLOBAL FORM


EXHIBIT C - CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION
OF TRANSFER OF NOTES


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FISCAL AGENCY AGREEMENT, dated as of January 24, 1994,
between GENERAL AMERICAN LIFE INSURANCE COMPANY, a mutual life
insurance corporation organized under the laws of the State of Missouri
(the "Company"), and THE BANK OF NEW YORK, a New York banking
corporation, as Fiscal Agent (together with any successor as Fiscal
Agent hereunder, the "Fiscal Agent").


Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the
Company's 7 5/8% Surplus Notes due 2024 (the "Notes"):


ARTICLE I
DEFINITIONS


SECTION 1.1 Definitions


In this Agreement, unless the context otherwise requires;


"Agent" means any Registrar, Paying Agent, Co-Registrar or
Custodian;


"Agreement" means this Agreement, as amended or
supplemented from time to time;


"Beneficial Holder" means each participant in the
Depository that holds an interest in a Note, as indicated in the
Participants List;


"Board of Directors" or "Board" means the Board of
Directors of the Company or any duly authorized committee of the
Board;


"Business Day" means any day other than a Saturday, Sunday
or any other day on which banking institutions are authorized or
required by law or executive order to close in St. Louis, Missouri or
in New York, New York;


"Code" means the Internal Revenue Code of 1986, as amended
from time to time. Any reference to a particular section of the Code
shall include any successor Code section;


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"Company Order" means any request, instruction, order or
directive signed by at least two Officers;


"Co-Registrar" has the meaning set forth in Section 2.4;


"Custodian" has the meaning set forth in Section 2.1;


"Debt Service Account" means the account established and
maintained during the term of the Notes equal to the amount of
interest expected to accrue annually on the Notes.


"Depository" means, with respect to the Notes issuable or
issued in whole or in part in global form, the person specified in
Section 2.4(c) as the Depository with respect to the Notes, until a
successor shall have been appointed and becomes such pursuant to the
applicable provisions of this Agreement, and, thereafter,
"Depository" shall mean such successor;


"DTC" means The Depository Trust Company;


"Event of Default" means an event described in Section
7.1(a) or (b);


"Exchange Act" means the Securities Exchange Act of 1934,
as amended;


"Holder" or "Noteholder" means the person in whose name a
Note is registered on the Registrar's books;


"Indebtedness" means any of the following (i) all existing
or future indebtedness of the Company for borrowed money; (ii) all
existing or future indebtedness for borrowed money of other persons,
the payment of which as guaranteed by the Company; (iii) all existing
or future obligations of the Company under any agreement obligating
the Company to cause another person to maintain a minimum level of
net worth, or satisfy any financial ratio requirement or otherwise to
ensure the solvency of such person; or (iv) any expense or any claim
or amount, to the extent that payment of interest on and principal of
the Notes is required by law to be subordinated to the prior payment
thereof; provided that Indebtedness does not include (x) any surplus
or contribution


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notes or similar obligations of the Company issued after the date of
issuance of the Notes or (y) any indebtedness of the Company which by
its express terms is subordinated in right of payment to, or ranks
pari passu with, the Notes;


"Initial Purchasers" means each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and
Salomon Brothers Inc., each as initial purchaser under the Purchase
Agreement, dated January 14, 1994, with the Company;


"Institutional Accredited Investor" means an institutional
investor that is an "accredited investor" within the meaning of Rule
501(a) (1), (2), (3) or (7) under the Securities Act.


"Interest Payment Date" shall mean each January 15 and
July 15 commencing July 15, 1994;


"Maturity Date" means January 15, 2024;


"Missouri Department" means the Department of Insurance of
the State of Missouri or such successor governmental body or
authority from time to time;


"Missouri Director" means the Director of Insurance of the
State of Missouri, or such governmental officer, body or authority as
may after the date hereof succeed to such Director as the primary
regulator of the Company's financial condition under applicable law;


"Notes" means the 7 5/8% Surplus Notes due 2024 described
above issued, authenticated and delivered under this Agreement;


"Officer" means the Chairman, the President, any Vice
President, the Chief Financial Officer, Secretary or Treasurer of the
Company;


"Officers' Certificate" means a certificate signed by at
least two Officers;


"Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Fiscal Agent. The counsel
may be an employee of or counsel to the Company;


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"Participants List" means the list furnished by the
Depository showing persons that have a beneficial interest in the
Notes evidenced by any Note in global form held by the Depository and
the amount of such interest;


"Paying Agent" has the meaning set forth in Section 2.4;


"Payment Restrictions" means the payment restrictions on
the Notes set forth in Article III herein;


"Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint stock
company, trust, estate, unincorporated organization or government or
any agency or political subdivision thereof;


"Policy Claims" means all existing or future claims of
policyholders or beneficiaries, as the case may be, under any and all
existing or future policies, endorsements, riders and other contracts
of insurance, annuity contracts, including, without limitation,
guaranteed investment contracts, and funding agreements issued,
assumed or renewed by the Company on or prior to the date hereof or
hereafter created and all claims under separate account agreements to
the extent such claims are not fully discharged by the assets held by
the Company in the applicable separate accounts;


"Prior Claims" means all claims, other than Policy Claims
or Indebtedness, which, pursuant to Section 375.1218 of Mo. Rev.
Stat., have priority over claims with respect to the Notes;


"QIB" means a "qualified institutional buyer" as defined
in Rule 144A under the Securities Act;


"Record Date" means, for interest payable on any Scheduled
Interest Payment Date (i) where the relevant Interest Payment Date is
January 15, the preceding January 1 and (ii) where the relevant
Interest Payment Date is July 15, the preceding July 1;


"Registrar" has the meaning set forth in Section 2.4;


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"Responsible Officer" means any officer or assistant
officer of the Fiscal Agent assigned by the Fiscal Agent to
administer the transactions contemplated hereby;


"Restricted Note" means any Note that bears or is required
to bear the legend set forth in Section 4.1 (b);


"Scheduled Maturity Date" means the first day on or
following the Maturity Date on which the Company has satisfied all
the Payment Restrictions;


"Scheduled Interest Payment Date" means the first day on
or following each Interest Payment Date on which the Company has
satisfied all the Payment Restrictions;


"Securities Act" means the Securities Act of 1933, as
amended;


"Special Surplus Account" means the account established
and maintained by the Company so long as any of the Notes are
outstanding to report all outstanding principal indebtedness on the
Notes;


"Stated Rate" means a rate of interest equal to 7 5/8% per
annum; and


"Unassigned Funds (Surplus)" means the total of lines 33
and 34 of the "Liability, Surplus and Other Funds" page of the
Company's annual and quarterly statements filed with the statements
filed with the state insurance regulatory authorities.


SECTION 1.2. Rules of Construction.
In this Agreement, unless the context otherwise requires:


(1) a term has the meaning assigned to it;


(2) the words "herein", "hereof" and "hereunder" and other words
of similar import refer to this Agreement and the forms of Note
included as Exhibits hereby as a whole, and not to any particular
Article, Section or other subdivision;


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(3) "or" is not exclusive;


(4) words in the singular include the plural, and words in the
plural include the singular;


(5) provisions apply to successive events and transactions; and


(6) any reference to a party includes its successors from time to
time.


ARTICLE II


THE NOTES


SECTION 2.1. Form. Notes sold by the Initial Purchasers to
Institutional Accredited Investors shall be issued in definitive,
fully-registered and certificated form (each a "Note Certificate" and
collectively the "Note Certificates") and shall be substantially in
the form of Exhibit A, which is part of this Agreement, and all of the
provisions of which shall be deemed to be included in this Agreement.
Each Note initially issued in the form of a Note Certificate shall be
registered in such names and denominations as designated by the
Initial Purchasers. The Notes may have notations, legends or
endorsements required by law, securities exchange rule or usage. Each
Note shall be dated the date of its authentication.


The Notes sold by the Initial Purchasers to QIBs in
reliance on Rule 144A under the Securities Act ("Rule 144A") shall be
represented initially by a global Note, substantially in the form of
Exhibit B, which is part of this Agreement, and all of the provisions
of which shall be deemed to be included in this Agreement. The global
Note shall be deposited with a Person (which may be the Fiscal Agent)
appointed by the Company to act as custodian for the Depository (the
"Custodian") and registered in the name of the Depository or a nominee
thereof.


The global Note shall represent such of the outstanding
Notes as shall be specified therein and shall provide that it shall
represent the aggregate amount of outstanding Notes from time to time
endorsed thereon and


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that the aggregate amount of outstanding Notes represented thereby may
from time to time be increased or reduced to reflect transfers or
exchanges. Any endorsement of a Note in global form to reflect the
amount of any increase or decrease in the amount of outstanding Notes
represented thereby shall be made by the Fiscal Agent or the
Custodian, at the direction of the Fiscal Agent, in such manner and
upon written instructions given by the Holder thereof. Payment of
interest on and principal of any global Note shall be made to the
Holder thereof.


The Notes and beneficial interests therein shall be
issuable in minimum denominations of (i) $250,000 and integral
multiples of $1,000 in excess thereof if initially sold to an
Institutional Accredited Investor and (ii) $1,000 and integral
multiples of $1,000 in excess thereof if initially sold to a QIB.


SECTION 2.2. Form of Fiscal Agent's Certificate of
Authentication. The Fiscal Agent's certificate of authentication
shall be in substantially the following form:


This is one of the Notes of a series issued under the
within-mentioned Fiscal Agency Agreement.


Dated: THE BANK OF NEW YORK,
as Fiscal Agent


By: ________________________________
Authorized Signatory


SECTION 2.3. Execution and Authentication. Any two
Officers shall sign the Notes on behalf of the Company by manual or
facsimile signature.


If an Officer whose signature is on a Note no longer holds that office
at the time the Note is authenticated, the Note shall nevertheless be
valid.


A Note shall not be valid until authenticated by the manual signature
of the Fiscal Agent. The Fiscal Agent's signature shall be conclusive
evidence that the Note has been authenticated under this Agreement.


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The Fiscal Agent shall authenticate Notes for original
issue in the aggregate principal amount of $107,000,000 upon a Company
Order. The aggregate principal amount of Notes outstanding at any time
may not exceed the sum of (i) $107,000,000 and (ii) the principal
amount of lost, destroyed or stolen Notes for which replacement Notes
are issued pursuant to Section 2.7.


Pursuant to Section 9.9 hereof, the Fiscal Agent may
appoint an authenticating agent acceptable to the Company to
authenticate Notes. An authenticating agent may authenticate Notes
whenever the Fiscal Agent may do so, other than upon original issuance
or pursuant to Section 2.7. Except as stated in the immediately
preceding sentence and in Section 9.9, each reference in this
Agreement to authentication by the Fiscal Agent includes
authentication by such agent.


SECTION 2.4. Registrar, Paying Agent, Depository and
Custodian. (a) The Company shall appoint itself or another Person to
maintain an office or agency where Notes may be presented for
registration of transfer or exchange (the Company or such other
Person being referred to, in such capacity, as the "Registrar"). As
set forth in Article IV hereof, the Registrar shall keep a register
of the Notes and of their transfer and exchange. The Company may
appoint one or more co-Registrars (each, a "Co-Registrar") and may
act as Co-Registrar. The Company initially appoints the Fiscal Agent
to act as Registrar.


(b) The Company shall appoint itself or another Person to
maintain an office or agency where Notes may be presented for payment
(the Company or such other Person being referred to, in such capacity,
as the "Paying Agent"). The term "Paying Agent" includes any
additional paying agent. The Company initially appoints the Fiscal
Agent to act as Paying Agent.


(c) The Company shall appoint one or more other Persons to
act as Depository with respect to any Notes issued in global form. The
Company initially appoints DTC to act as Depository with respect to
the Notes in global form. As set forth in Section 4.1(d) hereof, the
Company may, in certain circumstances, appoint a successor Depository,
and may at any time determine that the Notes issued in the form of
global Notes shall no longer be represented by such global Notes.


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(d) The Company shall appoint itself or one or more other
Persons to act as Custodian with respect to any Notes issued in
global form. The Company initially appoints the Fiscal Agent to act
as Custodian with respect to the Notes in global form.


(e) The Company shall notify the Fiscal Agent of the name
...