INDEMNITY REINSURANCE AGREEMENT
BY AND BETWEEN
PROTECTIVE LIFE AND ANNUITY 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 & Annuity Insurance Company, an Alabama corporation (�Ceding Company�), and First Fortis Life Insurance Company, a New York corporation (�Reinsurer�).

        Ceding Company, through the Dental Benefits Division of  . . .

INDEMNITY REINSURANCE AGREEMENT
BY AND BETWEEN
EMPIRE GENERAL LIFE ASSURANCE 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 Empire General Life Assurance 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  . . .

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  . . .

                 LOSS AND UNEARNED PREMIUM RESERVE PORTFOLIO
                              REINSURANCE AGREEMENT

                                 BY AND BETWEEN

                           RELIANCE INSURANCE COMPANY

                             RELIANCE SURETY COMPANY

              RELIANCE NATIONAL INSURANCE COMPANY (EUROPE) LTD.



                                   (as Cedent)



                                       and



                      TRAVELERS CASUALTY AND SURETY COMPANY


                                 (as Reinsurer)


                            . . .

                              RETROCESSION CONTRACT
                   (hereinafter referred to as the "Contract")

In consideration of the mutual covenants hereinafter contained and upon the
terms and conditions hereinafter set forth

                              PXRE REINSURANCE LTD.
                  (hereinafter referred to as the "Reinsurer")
             does hereby reinsure, as herein provided and specified
                           SELECT REINSURANCE LIMITED
                    (hereinafter referred to as the "Company")


                     . . .

MBIA INSURANCE CORPORATION,

as Insurer

FIRST INVESTORS SERVICING CORPORATION,

as Servicer

FIRST INVESTORS FINANCIAL SERVICES, INC.

as Seller and as Administrator

FIRST INVESTORS AUTO FUNDING CORPORATION,

as Depositor

FIRST INVESTORS AUTO OWNER TRUST 2003-A,

as Issuer

DEUTSCHE BANK TRUST COMPANY DELAWARE,

as Owner Trustee

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,

as Back-up Servicer and Indenture Trustee

INSURANCE AGREEMENT

First Investors Auto Owner Trust 2003-A

$139,661,000 2.58%  . . .

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.