Guarantee Agreement (2006)Full Document 

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                              GUARANTEE AGREEMENT

General American Life Insurance Company ("General American") by resolution of
its Board of Directors, has guaranteed that Paragon Life Insurance Company
("Paragon") will have sufficient funds to meet all of its contractual
obligations. In order to give full effect to this guarantee the parties hereto
agree as follows:

   1) The General American guarantee is a guarantee of payment. In the event a
   Paragon policyholder presents a legitimate claim for payment under a Paragon
   insurance policy General American promises to pay such a claim directly to
   the policyholder if Paragon is unable to make such payment.

   2) General American guarantees payment of Paragon's contractual obligations
   even if the reason Paragon is not liable to pay them is insolvency,
   bankruptcy, assignment for the benefit of creditors, appointment of
   receiver, or any court order or legal process affecting Paragon's ability to
   honor its obligations to policyholders.

   3) The General American guarantee is explicitly for the benefit of Paragon
   policyholders and shall be directly enforceable by them without a
   requirement, if Paragon is unable to pay claims on its policies, that the
   party seeking to enforce the guarantee first file a claim with Paragon or in
   an insolvency proceeding. If any payment of Paragon under an insurance
   policy must be returned by a policyholder as a preference in bankruptcy or
   for any other reason, General American's guarantee will take effect with

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