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Competition / Competitors

The Company competes with the over 2,000 life insurance companies in the United 
States, as well as certain banks, securities brokerage firms, investment 
advisors and other financial intermediaries marketing insurance products, 
annuities, mutual funds and other retirement-oriented investments. Some of these
companies have greater financial resources and currently have higher financial 
strength and claims-paying ability ratings from major rating agencies than the 
Company. National banks, in particular, may become more significant competitors 
in the future for insurers who sell annuities, including the Company, as a 
result of recent court decisions and regulatory actions discussed under 
"-- Insurance Regulation -- Regulation at Federal Level". Although the effect 
of these recent developments on the Company and its competitors is uncertain, 
both the persistency of the Company's existing products and the Company's 
ability to sell products could be materially impacted in the future. Also, 
several proposals to repeal or modify the Glass-Steagall Act and the Bank 
Holding Company Act have been made by members of Congress and the Executive 
Branch. Certain of these proposals would repeal or modify the current 
restrictions that prevent banks from being affiliated with insurance companies. 
None of these proposals has yet been enacted, and it is not possible to predict 
whether any of these proposals will be enacted or, if enacted, their potential 
effect on the Company or its competitors. 

The fundamental competitive factors affecting the sale of the Company's products
are price, the levels of commissions, charges and other expenses, financial 
strength and claims-paying ability ratings, distribution capabilities, 
reputation, quality of service, visibility in the marketplace and range of 
products. For variable life insurance and annuity products, additional 
competitive factors include mutual fund options, product design and investment 
performance ratings. The Company's ability to compete is affected in part by its
ability to provide competitive products and quality service to the consumer, 
wholesalers, general agents, licensed insurance agents and broker-dealers. 
Management believes that its alternative and competing distribution systems 
provide the Company with a competitive advantage in penetrating and 
communicating with its growing target markets. 

The Company also competes for distributors of its products such as banks, 
broker-dealers and wholesalers. Management believes the principal bases upon 
which insurance and financial services companies compete for distribution 
channels are the services provided to, and the relationships developed with, 
broker-dealers, wholesalers and other distributors, as well as compensation and 
the variety and quality of products. Since the Company does not have a career 
agency force, it must compete with other insurers and financial services 
providers to attract and maintain productive independent distributors to sell 
its products. Moreover, the Company does not have exclusive agency agreements 
with many of its distributors and believes that certain of them sell products 
similar to those marketed by the Company for other insurance companies. 

In addition, the investment performance of investment managers chosen by the 
Company to manage the assets related to its products may vary and non-
competitive investment performance could adversely affect the Company's ability 
to market its products.

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