ANNUITY & LIFE RE HOLDINGS LTD
LETTER OF INTENT
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>3
<FILENAME>w57255ex10-20.txt
<DESCRIPTION>LETTER OF INTENT
<TEXT>
<PAGE>
                                                                  Exhibit 10.20

                                Letter of Intent
                                     between
                                Annuity & Life Re
                                       and
                                   XL LIFE LTD

CEDING COMPANY
Annuity and Life Reassurance, Ltd. ("ALRe")

REINSURER
XL Life Ltd ("XL")

MODE
Excess of Loss Cover

BENEFIT REINSURED
Lifetime Minimum Interest Guarantee losses ("LMIG Losses") of the VisionMark
annuities issued by IL Annuity and Insurance Company. Transamerica Occidental
Life Insurance Company previously ceded the VisionMark product to ALRe in
modified coinsurance retrocession agreement number 0676-01 dated October 1,
1998. Transamerica Occidental Life Insurance Company assumed the VisionMark
product from IL Annuity and Insurance Company under modified coinsurance
agreement number 3313-01, effective January 1, 1997.

LMIG Losses are ALRe's share of the excess of all benefits (excluding surrender
charges) incurred to VisionMark policyholders after taking into account the
LMIG, less the benefits (excluding surrender charges) that would have been
incurred to VisionMark policyholders without the LMIG.

PREMIUM
ALRe will pay XL US$1,500,000 within 60 days of the Effective Date of this
agreement. This premium is nonrefundable.

EFFECTIVE DATE
January 1, 2002

COVERAGE PERIOD
Four (4) years commencing at Effective Date. Losses payable hereunder incurred
within the Coverage Period may be reimbursed after the Coverage Period.

AMOUNT OF BENEFIT REINSURED
XL will reimburse ALRe for LMIG Losses incurred by ALRe during the Coverage
Period that are in excess of the Retention, subject to the Maximum
Reimbursement.


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Incurred LMIG Losses are measured on an U.S. GAAP basis and include paid claims
as well as changes in reserve attributable to LMIG benefits.

It is the intent of this quarterly settlement process that XL, at any valuation
date, will have reimbursed ALRe only to the extent that the LMIG Losses actually
paid by ALRe exceed the Retention.

MAXIMUM REIMBURSEMENT
US$10,000,000 over the life of this agreement

RETENTION
US$33,000,000 of Incurred LMIG Losses attributable to January 1, 2001 and later

RECOVERY RIGHT FROM LITIGATION PROCEEDINGS
XL has a first right of recovery from any benefit (amounts paid or reserved or
offset) that ALRe may receive as a result of arbitration or litigation under the
October 1, 1998 treaty between ALRe and Transamerica Occidental. XL may recover
an amount up to the benefits paid to ALRe under this agreement, accumulated with
interest at a quarterly rate of 1.5%, compounded quarterly.

ACCOUNTING
Quarterly cash settlements are due within 30 days of XL's receipt of the
quarterly loss report.

COMMUTATION
This agreement will be commuted after a successful outcome by ALRe in the
litigation proceedings and a return to XL of all LMIG Losses reimbursed by XL.
In any commutation, XL will retain the nonrefundable Premium.

OTHER PROVISIONS (to include, but not be limited to the following):
         Definitions
         Access to records
         Arbitration (Bermuda 1993 Act)
         Insolvency
         Offset
         ALRe to warrant accuracy of Reserves and Incurred Losses
         Governing Law (Bermuda)
         30 Day due diligence period for final approval and final wording
         Adjustment to Limit clause

WORDING
To be agreed

CONDITION PRECEDENT
This transaction must be approved by ALRe's Board of Directors.


<PAGE>


Agreed to on behalf of:                          Agreed to on behalf of:
ANNUITY AND LIFE REASSURANCE, LTD.               XL LIFE LTD

By:   /s/   Richard Tucker                       By:  /s/  Paul Giordano

Name:  Richard Tucker                            Name:  Paul Giordano


Title: Senior Vice President                     Title: Executive Vice President
                                                        & Secretary

Date: February 28, 2002                          Date: March 13, 2002

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