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PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into this 1st day of December, 2008 by and

between GOLDMAN SACHS VARIABLE INSURANCE TRUST, statutory trust formed under the

laws of Delaware (the "Trust"), GOLDMAN, SACHS & CO., a New York limited

partnership (the "Distributor"), THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, an

Indiana life insurance company, and LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK,

a New York life insurance company (collectively, the "Company"), on its own

behalf and on behalf of each separate account of the Company identified herein.

WHEREAS, the Trust engages in business as an open-end management investment

company of the series-type mutual fund offering shares of beneficial interest

(the "Trust shares") consisting of one or more separate series ("Series") of

shares, each such Series representing an interest in a particular investment

portfolio of securities and other assets (a "Fund"), and which Series is

subdivided into various classes ("Classes") with each such Class supporting a

distinct charge and expense arrangement; and

WHEREAS, the Trust was established for the purpose of serving as an

investment vehicle for life insurance company separate accounts supporting

variable annuity contracts and variable life insurance policies to be offered by

insurance companies and may also be utilized by qualified retirement plans; and

WHEREAS, an order of the Securities and Exchange Commission dated February

2, 1998, (File No. 812-10794) grants certain separate accounts supporting

variable life insurance policies, their life insurance company depositors, and

their principal underwriters, exemptions from Sections 9(a), 13(a), 15(a) and

15(b) of the Investment Company Act of 1940, and from Rules 6e-2(b)(15) and

6e-3(T)(b)(15) thereunder, to the extent necessary for such separate accounts to

purchase and hold Trust shares at the same time that such shares are sold to or

held by separate accounts of affiliated and unaffiliated insurance companies

supporting either variable annuity contracts or variable life insurance

policies, or both, or by qualified pension and retirement plans (the "SEC

Order"); and

WHEREAS, the Distributor has the exclusive right to distribute Trust shares

to qualifying investors; and

WHEREAS, the Company desires that the Trust serve as an investment vehicle

for a certain separate account(s) of the Company and the Distributor desires to

sell shares of certain Series and/or Class(es) to such separate account(s);

NOW, THEREFORE, in consideration of their mutual promises, the Trust, the

Distributor and the Company agree as follows:

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ARTICLE I

ADDITIONAL DEFINITIONS

1.1. "Accounts" -- the separate accounts of the Company described more

specifically in Schedules 1A, 2A and 3A to this Agreement.

1.2. "Business Day"--each day that the Trust is open for business as

provided in the Trust's Prospectus.

1.3. "Code"--the Internal Revenue Code of 1986, as amended, and any

successor thereto.

1.4. "Contracts"--the class or classes of variable annuity contracts and/or

variable life insurance policies issued by the Company and described more

specifically on Schedules 1B, 2B, or 3B to this Agreement.

1.5. "Contract Owners"--the owners of the Contracts, as distinguished from

all Product Owners.

1.6. "Participating Account"--a separate account investing all or a portion

of its assets in the Trust, including the Accounts.

1.7. "Participating Insurance Company"--any insurance company with a

Participating Account, including the Company.

1.8. "Participating Plan"--any qualified retirement plan investing in the

Trust.

1.9. "Participating Investor"--any Participating Account, Participating

Insurance Company or Participating Plan, including the Accounts and the Company.

1.10. "Products"--variable annuity contracts and variable life insurance

policies supported by Participating Accounts, including the Contracts.

1.11. "Product Owners"--owners of Products, including Contract Owners.

1.12. "Trust Board"--the board of trustees of the Trust.

1.13. "Registration Statement"--with respect to the Trust shares or a class

of Contracts, the registration statement filed with the SEC to register such

securities under the 1933 Act, or the most recently filed amendment thereto, in

either case in the form in which it was declared or became effective. The

Contracts' Registration Statement for each class of Contracts is described more

specifically on Schedule 1B to this Agreement. The Trust's Registration

Statement is filed on Form N-1A (File No. 333-35883).

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1.14. "1940 Act Registration Statement"--with respect to the Trust or the

Schedule 1 Accounts, the registration statement filed with the SEC to register

such person as an investment company under the 1940 Act, or the most recently

filed amendment thereto. The Schedule 1 Accounts' 1940 Act Registration

Statements are described more specifically on Schedule 1A to this Agreement. The

Trust's 1940 Act Registration Statement is filed on Form N-1A (File No.

811-08361).

1.15. "Prospectus"--with respect to shares of a Series (or Class) of the

Trust or a class of Contracts, each version of the definitive prospectus or

supplement thereto filed with the SEC pursuant to Rule 497 under the 1933 Act.

With respect to any provision of this Agreement requiring a party to take action

in accordance with a Prospectus, such reference thereto shall be deemed to be to

the version for the applicable Series, Class or Contracts last so filed prior to

the taking of such action. For purposes of Article IX, the term "Prospectus"

shall include any statement of additional information incorporated therein.

1.16. "Schedule 1 Accounts"--Accounts registered under the 1940 Act as unit

investment trusts and listed on Schedule 1A.

1.17. "Schedule 2 Accounts"--Accounts excluded from the definition of an

investment company as provided for by Section 3(c)(11) of the 1940 Act and

listed on Schedule 2A.

1.18. "Schedule 3 Accounts"--Accounts excluded from the definition of an

investment company as provided for by Section 3(c)(1) or Section 3(c)(7) of the

1940 Act and listed on Schedule 3A.

1.19. "Schedule 1 Contracts"--Contracts through which interests in Schedule

1 Accounts are offered and issued, which interests are registered as securities

under the 1933 Act.

1.20. "Schedule 2 Contracts"--Contracts through which interests in Schedule

2 Accounts are offered and issued to trustees of qualified pension and

profit-sharing plans and certain government plans identified in Section 3(a)(2)

of the 1933 Act (which interests are not registered as securities in reliance

upon Section 3(a)(2) of the 1933 Act).

1.21. "Schedule 3 Contracts"--Contracts through which interests in Schedule

3 Accounts are offered and issued to "accredited investors", as that term is

defined in Regulation D under the 1933 Act, or other investors permitted by

Regulation D (which interests are not registered as securities in reliance upon

Regulation D).

1.22. "Statement of Additional Information"--with respect to the shares of

the Trust or a class of Contracts, each version of the definitive statement of

additional information or supplement thereto filed with the SEC pursuant to Rule

497 under the 1933 Act. With respect to any provision of this Agreement

requiring a party to take action in accordance with a Statement

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of Additional Information, such reference thereto shall be deemed to be the last

version so filed prior to the taking of such action.

1.23. "SEC"--the Securities and Exchange Commission.

1.24. "FINRA"--The Financial Industry Regulatory Authority.

1.25. "1933 Act"--the Securities Exchange Act of 1933, as amended.

1.26. "1940 Act"--the Investment Company Act of 1940, as amended.

ARTICLE II

SALE OF TRUST SHARES

2.1. AVAILABILITY OF SHARES

(a) The Trust has granted to the Distributor exclusive authority to

distribute the Trust shares and to select which Series or Classes of Trust

shares shall be made available to Participating Investors. Pursuant to such

authority, and subject to Article X hereof, the Distributor shall make

available to the Company for purchase on behalf of the Accounts, shares of

the Series and Classes listed on Schedules 1B, 2B, and 3B to this

Agreement, such purchases to be effected at net asset value in accordance

with Section 2.3 of this Agreement. The Distributor shall make such Series

and Classes available to the Company in accordance with the terms and

provisions of this Agreement until: (i) this Agreement is terminated

pursuant to Article X, or (ii) the Distributor suspends or terminates the

offering of shares of such Series or Classes in the circumstances described

in Article X.

(b) Notwithstanding clause (a) of this Section 2.1, Series or Classes

of Trust shares in existence now or in the future will be made available to

the Company only as the Distributor may so provide, subject to the

Distributor's rights set forth in Article X to suspend or terminate the

offering of shares of any Series or Class or to terminate this Agreement.

the Distributor's authority pursuant to the terms and conditions of its

distribution agreement with the Distributor, and (ii) the Trust reserves

the right in its sole discretion to refuse to accept a request for the

purchase of Trust shares.

2.2. REDEMPTIONS. The Trust shall redeem, at the Company's request, any

full or fractional Trust shares held by the Company on behalf of the Account,

such redemptions to be effected at net asset value in accordance with Section

2.3 of this Agreement. Notwithstanding the foregoing: (a) the Company shall not

redeem Trust shares attributable to Contract Owners except in the circumstances

permitted in Article X of this Agreement, and (b) the Trust may

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delay redemption of Trust shares of any Series or Class to the extent permitted

by the 1940 Act, any rules, regulations or orders thereunder, or the Prospectus

for such Series or Class.

2.3. PURCHASE AND REDEMPTION PROCEDURES

(a) The Trust hereby appoints the Company as an agent of the Trust for

the limited purpose of receiving purchase and redemption requests on behalf

of the Schedule 1 Accounts (but not on behalf of the Schedule 2 Accounts,

Schedule 3 Accounts, or the Company's general account) for shares of those

Series or Classes made available hereunder, based on transactions in

Account Units of the Schedule 1 Accounts under the Schedule 1 Contracts.

Receipt of any such requests (or effectuation of such transaction or

processing) on any Business Day by the Company as such limited agent of the

Trust prior to the Trust's close of business as defined from time to time

in the applicable Prospectus for such Series or Class (which as of the date

of execution of this Agreement is the close of regular trading on the New

York Stock Exchange (normally 4:00 p.m. New York Time)) shall constitute

receipt by the Trust on that Business Day, provided that the Trust receives

actual and sufficient notice of such request by 9:00 a.m. New York Time on

the next following Business Day. Such notice may be communicated by

telephone to the office or person designated for such notice by the Trust

and shall be confirmed by facsimile.

(b) The Company shall pay for shares of each Series or Class on the

same day that it provides actual notice to the Trust of a purchase request

for such shares. Payment for Series or Class shares shall be made in

federal funds transmitted to the Trust by wire by 4:00 p.m. New York Time

on the day the Trust receives actual notice of the purchase request for

Series or Class shares (unless the Trust determines and so advises the

Company that sufficient proceeds are available from redemption of shares of

other Series or Classes effected pursuant to redemption requests tendered

by the Company on behalf of the Account). In no event may proceeds from the

redemption of shares requested pursuant to an order received by the Company

after the Trust's close of business on any Business Day be applied to the

payment for shares for which a purchase order was received prior to the

Trust's close of business on the same day. If the issuance of Trust shares

is canceled because federal funds are not timely received, the Company

shall indemnify the respective Fund and Distributor with respect to all

costs, expenses and losses relating thereto. Upon the Trust's receipt of

federal funds so wired, such funds shall cease to be the responsibility of

the Company and shall become the responsibility of the Trust. If federal

funds are not received on time, such funds will be invested, and Trust

shares purchased thereby will be issued, as soon as practicable after

actual receipt of such funds but in any event not on the same day that the

purchase order was received.

shall be made in federal funds transmitted by wire to the Company or any

other person properly designated in writing by the Company, such funds

normally to be transmitted by 6:00 p.m. New York Time on the day the Trust

receives actual notice of the redemption

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order for such shares (unless redemption proceeds are to be applied to the

purchase of Trust shares of other Series or Classes in accordance with

Section 2.3(b) of this Agreement), except that the Trust reserves the right

to redeem trust shares in assets other than cash and to delay payment of

redemption proceeds to the extent permitted by the 1940 Act, any rules or

regulations or orders thereunder, or the applicable Prospectus. The Trust

shall not bear any responsibility whatsoever for the proper disbursement or

crediting of redemption proceeds by the Company or the Accounts; the

Company alone shall be responsible for such action.

(d) NSCC. If any transactions in Fund shares are to be settled through

the National Securities Clearing Corporation's ("NSCC") Mutual Fund

Settlement, Entry and Registration Verification (Fund/SERV) system, the

following provisions shall apply:

(i) Each party to this Agreement represents that it or one of its

affiliates has entered into the Standard Networking Agreement with the

NSCC and it desires to participate in the programs offered by the NSCC

Fund/SERV system which provide (i) an automated process whereby the

shareholder purchases, redemptions, exchanges and transactions of

mutual fund shares are executed through the Fund/SERV system, and (ii)

a centralized and standardized communication system for the exchange

of customer-level information and account activity through the

Fund/SERV Networking system ("Networking").

(ii) For each Fund/SERV transaction, including a transaction

establishing accounts with the Fund or its affiliate, the Company

shall provide the Fund with all information necessary or appropriate

to establish and maintain each Fund/SERV transaction (and any

subsequent changes to such information), which the Company hereby

certifies is and shall remain true and correct. The Company shall

maintain documents required by the Fund to effect Fund/SERV

transactions. Each instruction shall be deemed to be accompanied by a

representation by the Company that it has received proper

authorization from each person whose purchase, redemption, account

transfer or exchange transaction is effected as a result of such

instruction.

(e) Any purchase or redemption request for Trust shares held or to be

held by [Schedule 2 Accounts, Schedule 3 Accounts, or in] the Company's

general account, shall be effected at the net asset value per share next

determined after the Trust's actual receipt of such request, provided that,

in the case of a purchase request, payment for Trust shares so requested is

received by the Trust in federal funds prior to close of business for

determination of such value, as defined from time to time in the Prospectus

for such Series or Class.

(f) Prior to the first purchase of any Trust shares hereunder, the

Company and the Trust shall provide each other with all information

necessary to effect wire transmissions of federal funds to the other party

and all other designated persons pursuant

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to such protocols and security procedures as the parties may agree upon.

Should such information change thereafter, the Trust and the Company, as

applicable, shall notify the other in writing of such changes, observing

the same protocols and security procedures, at least three Business Days in

advance of when such change is to take effect. The Company and the Trust

shall observe customary procedures to protect the confidentiality and

security of such information, but the Trust shall not be liable to the

Company for any breach of security.

(g) The procedures set forth herein are subject to any additional

terms set forth in the applicable Prospectus for the Series or Class or by

the requirements of applicable law.

2.4. NET ASSET VALUE. The Trust shall use its best efforts to inform the

Company of the net asset value per share for each Series or Class available to

the Company as soon as reasonably practicable after the net asset value per

share for such Series or Class is calculated, and the Trust shall use its best

efforts to make such net asset values per share available by 7:00 p.m. Eastern

Standard Time. The Trust shall calculate such net asset values in accordance

with the Prospectus for such Series or Class.

2.5. DIVIDENDS AND DISTRIBUTIONS. The Trust shall furnish notice to the

Company by the payable date of any income dividends or capital gain

distributions payable on any Series or Class shares. The Company, on its behalf

and on behalf of the Accounts, hereby elects to receive all such dividends and

distributions as are payable on any Series or Class shares in the form of

additional shares of that Series or Class. The Company reserves the right, on

its behalf and on behalf of the Accounts, to revoke this election and to receive

all such dividends and capital gain distributions in cash; to be effective, such

revocation must be made in writing and received by the Trust at least ten

Business Days prior to a dividend or distribution date. The Trust shall notify

the Company promptly of the number of Series or Class shares so issued as

payment of such dividends and distributions.

2.6. BOOK ENTRY. Issuance and transfer of Trust shares shall be by book

entry only. Stock certificates will not be issued to the Company or the

Accounts. Purchase and redemption orders for Trust shares shall be recorded in

an appropriate ledger for each Account.

2.7. PRICING ERRORS. Any material errors in the calculation of the net

asset value of a Fund, the net asset value per share of any Series or Class of

Trust shares, dividends or capital gain information shall be reported to the

Company immediately upon discovery. An error shall be deemed "material" based on

our interpretation of the SEC's position and policy with regard to materiality,

as it may be modified from time to time. If the Trust and/or any Fund provides

inaccurate and material information regarding the calculation of the net asset

value of a Fund, the net asset value per share of any Series or Class of Trust

shares, dividends or capital gain information then the Company will be entitled

to: (i) an adjustment to the number of shares purchased or redeemed of such

Fund, Series or Class of Trust shares to reflect the correct net asset values

per share, and (ii) reimbursement by the Distributor for reasonable

administrative

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costs incurred by the Company with respect to correcting Contract or Product

Owner's accounts. Neither the Trust, any Fund, the Distributor, nor any of their

affiliates shall be liable for any information provided to the Company pursuant

to this Agreement, which information is based on incorrect information supplied

by or on behalf of the Company or any other Participating Company to the Trust

or the Distributor.

2.8. LIMITS ON PURCHASERS. The Distributor and the Trust shall sell Trust

shares only to insurance companies and their separate accounts and to persons or

plans ("Qualified Persons") that qualify to purchase shares of the Trust under

Section 817(h) of the Code and the regulations thereunder without impairing the

ability of the Accounts to consider the portfolio investments of the Trust as

constituting investments of the Accounts for the purpose of satisfying the

diversification requirements of Section 817(h). The Company hereby represents

and warrants that it and the Accounts are Qualified Persons. The Distributor and

the Trust shall not sell Trust shares to any insurance company or separate

account unless an agreement complying with Article VIII of this Agreement is in

effect to govern such sales. The Distributor and the Trust shall not sell more

than 10% of any Series of Trust shares to any Participating Plan unless an

agreement is in effect between the Distributor, the Trust and the trustee (or

other fiduciary) of the Plan containing provisions substantially the same as

those in Article VIII of this Agreement. The Distributor and the Trust shall not

sell Trust shares to any Participating Plan unless a written acknowledgment of

the foregoing condition is received from the trustee (or other fiduciary) of the

Plan.

2.9. DISRUPTIVE TRADING.

(a) The Trust has adopted policies designed to prevent frequent

purchases and redemptions of any Series of Trust shares in quantities great

enough to: (i) disrupt orderly management of the corresponding Fund's

investment portfolio, or (ii) dilute the value of the outstanding Trust

shares of that Series ("Disruptive Trading Policies"). These policies are

disclosed in the Trust's prospectus. From time to time, the Trust and the

Distributor implement procedures reasonably designed to enforce the Trust's

Disruptive Trading Policies and shall provide a written description of such

procedures (and revisions thereto) to the Company. As a procedure in

furtherance of its Disruptive Trading Policies, the Trust may assess fees,

to be paid by one or more Accounts or by the Company, upon redemption one

or more Series or Classes of Trust shares within certain stated time

periods after such shares have been purchased.

(b) The Company agrees to develop, adopt and maintain policies

regarding transactions in Account units reasonably designed to complement

the Trust's Disruptive Trading Policies and, from time to time, to

implement procedures regarding transactions in Account units reasonably

designed to effectuate the Trust's procedures for preventing disruptive

trading in Trust shares. In particular, in the event that the Trust or the

Distributor has identified a particular Contract Owner as having engaged in

transactions in Account units that directly or indirectly violate the

Trust's Disruptive Trading Policies, the Company agrees, at the written

request of the Trust or the Distributor, to restrict or

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prohibit further transactions in Account units by that Contract Owner which

could result in additional purchases and redemptions of a specified Series

and/or Class of Trust shares in violation of the Trust's Disruptive Trading

Policies.

may, from time to time, investigate purchases and redemptions of any Series

or Class of Trust shares by the Company on behalf of the Accounts that

appears to violate, or has the potential to violate, the Trust's Disruptive

Trading Policies. When requested by the Trust or the Distributor in

writing, the Company agrees to provide the following with respect to

purchases and redemptions of a specific Series and/or Class of Trust shares

over a designated period.

- the identity of the Contract Owner or Contract Owners whose

transactions in Account units underlies the Trust share

purchases and redemptions being investigated,

- the amounts and dates of transactions in Account units

during the designated period representing an indirect

investment in the Series and/or Class of Trust shares being

investigated, and

- the identity of any investment professional known by the

Company to be associated with the Contract Owner or Contract

Owners.

The Company agrees to provide the foregoing information that is on its

books and records promptly. If the requested information is not on its

books and records, it agrees to make reasonable efforts to:

- promptly obtain the requested information, or

- if requested by the Trust or the Distributor restrict or

prohibit further transactions in Account units by that

Contract Owner which could result in additional purchases

and redemptions of a specified Series and/or Class of Trust

shares.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1. COMPANY. The Company represents and warrants that: (a) it is an

insurance company duly organized and in good standing under the laws of the

jurisdiction of its organization, (b) it has legally and validly established

each Account as a segregated asset account under applicable state law to serve

as segregated investment accounts for the Contracts, (c) each Schedule 1 Account

is duly registered as a unit investment trust under the 1940 Act and each such

Account's 1940 Act Registration Statement has been filed with the SEC in

accordance with the 1940 Act, (d) the Schedule 2 Accounts and Schedule 3

Accounts each qualify for the

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exclusions on which they rely for not registering as investment companies under

the 1940 Act, (e) it has registered, or will register, all Schedule 1 Contracts

offered and sold pursuant to this Agreement under the 1933 Act and has effective

Registration Statements for that purpose, (f) it will offer and sell the

Contracts in compliance in all material respects with all applicable federal and

state laws and regulations, including, but not limited to, state insurance law

and federal securities law suitability requirements, (g) the Contracts have been

filed, qualified and/or approved for sale, as applicable, under the insurance

laws and regulations of the states in which the Contracts will be offered, (h)

sales of the Schedule 2 Contracts and Schedule 3 Contracts properly qualify for

exemptions on which the Company relies in not registering such Contracts, or

interests in the Account through which each is issued, under the 1933 Act, (i)

its activities and those of its employees in promoting the sale and distribution

of the Contracts and effecting Contract Owner transactions in Account units have

not caused, and will not cause, the Company to be deemed a broker-dealer, (j)

orders it places for the purchase and redemption of Trust shares pursuant to

Article 2.3 of this Agreement are the net result of transactions in units issued

by an Account, instructions for which are received by the Company prior to the

Trust's close of business as defined from time to time in the applicable

Prospectus for such Series or Class (which as of the date of execution of this

Agreement is the close of regular trading on the New York Stock Exchange

(normally 4:00 p.m. New York Time)), (k) as long as this Agreement remains in

effect, it shall remain in continuous compliance with Article 6.3, Article 6.4

and Article 6.5 of this Agreement and (l) it will notify the Distributor and the

Trust promptly if for any reason it is unable to perform its obligations under

this Agreement.

3.2. TRUST. The Trust represents and warrants that: (a) it is a statutory

trust duly organized and validly existing under Delaware law, (b) it is duly

registered under the 1940 Act as an open-end management investment company and

has filed a 1940 Act Registration Statement with the SEC in accordance with the

provisions of the 1940 Act, (c) Trust shares issued pursuant to this Agreement

have been, or will be, duly authorized and validly issued in accordance with

applicable law, (d) it will offer and sell Trust shares pursuant to this

Agreement in compliance in all material respects with all applicable federal and

state laws and regulations, (e) it has registered, or will register, all Trust

shares offered and sold pursuant to this Agreement under the 1933 Act and has an

effective Registration Statement for that purpose, (f) as long as this Agreement

remains in effect, it shall remain in continuous compliance with Article 6.1 and

Article 6.2 of this Agreement, and (g) the Trust's Board, a majority of whom are

not interested persons of the Trust, have formulated and approved the plan under

Rule 12b-1 ("Rule 12b-1 Plan") to finance distribution expenses.

3.3. DISTRIBUTOR. The Distributor represents and warrants that: (a) it is a

limited partnership duly organized and in good standing under New York law, and

(b) it is registered as a broker-dealer under federal and applicable state

securities laws and is a member of the NASD.

3.4. LEGAL AUTHORITY. Each party represents and warrants that the execution

and delivery of this Agreement and the consummation of the transactions

contemplated herein have been duly authorized by all necessary corporate,

partnership or trust action, as applicable, by

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such party, and, when so executed and delivered, this Agreement will be the

valid and binding obligation of such party enforceable in accordance with its

terms.

3.5. BONDING REQUIREMENT. Each party represents and warrants that all of

its directors, officers, partners and employees dealing with the money and/or

securities of the Trust are and shall continue to be at all times covered by a

blanket fidelity bond or similar coverage for the benefit of the Trust in an

amount not less than the amount required by the applicable rules of the NASD and

the federal securities laws. The aforesaid bond shall include coverage for

larceny and embezzlement and shall be issued by a reputable bonding company. All

parties shall make all reasonable efforts to see that this bond or another bond

containing these provisions is always in effect, shall provide evidence thereof

promptly to any other party upon written request therefor, and shall notify the

other parties promptly in the event that such coverage no longer applies.

ARTICLE IV

REGULATORY REQUIREMENTS

4.1. TRUST FILINGS. The Trust shall amend the Trust's Registration

Statement from time to time and maintain its effectiveness as required in order

to effect the continuous offering of Trust shares in compliance with applicable

law. Notwithstanding the foregoing, the Trust shall register and qualify Trust

shares for sale in accordance with the laws of various states if, and to the

extent, deemed advisable by the Trust or the Distributor. The Trust shall amend

its 1940 Act Registration Statement as required by the 1940 Act to maintain its

registration under the 1940 Act for as long as Trust shares are outstanding. The

Trust shall file Form 24F-2 and pay 1933 Act registration fees for all Series

and Classes of Trust shares as required by Rule 24f-2 under the 1940 Act. The

Trust shall comply in all material respects with the 1940 Act.

4.2. ACCOUNT FILINGS. The Company shall amend the Registration Statement

for each Schedule 1 Contract from time to time and maintain its effectiveness as

required in order to effect the continuous offering of such Contracts in

compliance with applicable law for as long as purchase payments are made under

such Contracts. Notwithstanding the foregoing, the Company: (a) may permit the

effectiveness of a Schedule 1 Contract's Registration Statement expire if the

Company has supplied the Trust with an SEC "no-action" letter or opinion of

counsel satisfactory to the Trust's counsel to the effect that maintaining such

Registration Statement on a current basis is no longer required, and (b) shall

laws of the various states only if, and to the extent, it considers such

registration and qualification necessary. The Company shall amend each Schedule

1 Account's 1940 Act Registration Statement as required by the 1940 Act to

maintain the Account's registration under the 1940 Act for as long as the

Schedule 1 Contracts issued through that Account are in force. With regard to

each Schedule 1 Account, the Company shall comply in all material respects with

the 1940 Act.

The Company shall be responsible for filing all Contract forms,

applications, marketing materials and other documents relating to the Contracts

and/or the Accounts with state insurance

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commissions, as required or customary, and shall use its best efforts: (a) to

obtain any and all approvals thereof, under applicable state insurance law, of

each state or other jurisdiction in which Contracts are or may be offered for

sale, and (b) to keep such approvals in effect for so long as the Contracts are

outstanding.

4.3 DELIVERY OF PROSPECTUSES BY THE COMPANY. The Company shall deliver (or

arrange for delivery of) an appropriate Prospectus to each prospective Contract

Owner describing in all material respects the terms and features of the Contract

being offered. The Company also shall deliver (or arrange for delivery of) a

Prospectus for each Fund that a prospective Contract Owner identifies on his or

her application as an intended investment option under a Contract or to which a

Contract Owner allocates premium payments to or transfers Contract value. The

Company shall deliver (or arrange for delivery of) such Prospectuses at the

times required by applicable provisions of the 1933 Act and rules or regulations

thereunder.

4.4. VOTING OF TRUST SHARES. The extent required by applicable law,

whenever the Trust shall have a meeting of holders of any Series or Class of

Trust shares, the Company shall:

- solicit voting instructions from Contract Owners

- vote Trust shares held in each Account at such shareholder

meetings in accordance with instructions received from Contract

Owners, and

- vote Trust shares held in each Account for which it has not

received timely instructions in the same proportion as it votes

the applicable Series or Class of Trust shares for which it has

received timely instructions.

Except with respect to matters as to which the Company has the right in

connection with Schedule 1 Contracts under Rule 6e-2 or Rule 6e-3(T) under the

1940 Act, to vote Trust shares without regard to voting instructions from

Contract Owners, neither the Company nor any of its affiliates will recommend

action in connection with, or oppose or interfere with, the actions of the Trust

Board to hold shareholder meetings for the purpose of obtaining approval or

disapproval from shareholders (and, indirectly, from Contract Owners) of matters

put before the shareholders.

As required by the conditions attaching to the SEC Order, the Company shall

remain responsible for ensuring that it calculates voting instructions and votes

Trust shares at shareholder meetings in a manner consistent with other

Participating Investors. The Trust will notify the Company of any changes to the

SEC Order, the conditions attaching thereto, or to any interpretation of the

Order or conditions.

4.5. STATE INSURANCE LAW RESTRICTIONS. The Company acknowledges and agrees

that it is the responsibility of the Company and other Participating Insurance

Companies to determine investment restrictions and any other restrictions,

limitations or requirements under state insurance law applicable to any Fund or

the Trust or the Distributor, and that neither the Trust

<Page>

nor the Distributor shall bear any responsibility to the Company, other

Participating Insurance Companies or any Product Owners for any such

determination or the correctness of such determination. Schedule 4 sets forth

the investment restrictions that the Company and/or other Participating

Insurance Companies have determined are applicable to any Fund and with which

the Trust has agreed to comply as of the date of this Agreement. The Company

shall inform the Trust of any investment restrictions imposed by state insurance

law that the Company determines may become applicable to the Trust or a Fund

from time to time as a result of the Accounts' investment therein, other than

those set forth on Schedule 4 to this Agreement. Upon receipt of any such

information from the Company or any other Participating Insurance Company, the

Trust shall determine whether it is in the best interests of shareholders to

comply with any such restrictions. If the Trust determines that it is not in the

best interests of shareholders (which, for this purpose, shall mean Product

Owners) to comply with a restriction determined to be applicable by the Company,

the Trust shall so inform the Company, and the Trust and the Company shall

discuss alternative accommodations in the circumstances. If the Trust determines

that it is in the best interests of shareholders to comply with such

restrictions, the Trust and the Company shall amend Schedule 4 to this Agreement

to reflect such restrictions, subject to obtaining any required shareholder

approval thereof.

4.6. INTERPRETATION OF LAW. Under no circumstances will the Trust, the

Distributor or any of their affiliates (excluding Participating Investors) be

held responsible or liable in any respect for any statements or representations

made by them or their legal advisers to the Company or any Contract Owner

concerning the applicability of any federal or state laws, regulations or other

authorities to the activities contemplated by this Agreement.

4.7. DISCLOSURE. The Trust's prospectus shall state that the statement of

additional information for the Trust is available from either the Distributor or

the Trust. The Trust hereby notifies the Company that it is appropriate to

include in Contract Prospectuses, disclosure of the potential risks of mixed and

shared funding.

4.8. DRAFTS OF FILINGS. The Trust and the Company shall provide to each

other copies of draft versions of any Registration Statements, Prospectuses,

Statements of Additional Information, periodic and other shareholder or Contract

Owner reports, proxy statements, solicitations for voting instructions,

applications for exemptions, requests for no-action letters, and all amendments

or supplements to any of the above that refer to or describe the other party or

its products to the extent such materials contain descriptions or

characterizations not provided directly by the other party. Such drafts shall be

provided to the other party sufficiently in advance of filing such materials

with regulatory authorities in order to allow such other party a reasonable

opportunity to review the materials.

4.9. COPIES OF FILINGS. The Trust and the Company shall provide to each

other upon request of the other party at least one complete copy of all

Registration Statements, Prospectuses, Statements of Additional Information,

periodic and other shareholder or Contract Owner reports, proxy statements,

solicitations of voting instructions, applications for exemptions, requests for

"no-action" letters, and all amendments or supplements to any of the above, that

relate to the

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Trust, the Contracts or the Accounts, as the case may be, promptly after the

filing by or on behalf of each such party of such document with the SEC or other

regulatory authorities (it being understood that this provision is not intended

to require the Trust to provide to the Company copies of any such documents

prepared, filed or used by Participating Investors other than the Company and

the Accounts).

4.10. REGULATORY RESPONSES. Each party shall promptly provide to all other

parties copies of responses to no-action requests, notices, orders and other

rulings received by such party with respect to any filing covered by Section 4.9

of this Agreement.

4.11. COMPLAINTS AND PROCEEDINGS

(a) The Trust and/or the Distributor shall immediately notify the

Company of: (i) the issuance by any court or regulatory body of any stop

order, cease and desist order, or other similar order (but not including an

order of a regulatory body exempting or approving a proposed transaction or

arrangement) with respect to the Trust's Registration Statement or the

Prospectus of any Series or Class, (ii) any request by the SEC for any

amendment to the Trust's Registration Statement or the Prospectus of any

Series or Class, (iii) the initiation of any proceedings for that purpose

or for any other purposes relating to the registration or offering of the

Trust shares, or (iv) any other action or circumstances that may prevent

the lawful offer or sale of Trust shares or any Class or Series in any

state or jurisdiction, including, without limitation, any circumstance in

which (A) such shares are not registered and, in all material respects,

issued and sold in accordance with applicable state and federal law or (B)

such law precludes the use of such shares as an underlying investment

medium for the Contracts. The Trust will make every reasonable effort to

prevent the issuance of any such stop order, cease and desist order or

similar order and, if any such order is issued, to obtain the lifting

thereof at the earliest possible time.

(b) The Company shall immediately notify the Trust and the Distributor

of: (i) the issuance by any court or regulatory body of any stop order,

cease and desist order, or other similar order (but not including an order

of a regulatory body exempting or approving a proposed transaction or

arrangement) with respect to the Contracts' Registration Statement or the

Contracts' Prospectus, (ii) any request by the SEC for any amendment to the

Contracts' Registration Statement or Prospectus, (iii) the initiation of

any proceedings for that purpose or for any other purposes relating to the

registration or offering of the Contracts, or (iv) any other action or

circumstances that may prevent the lawful offer or sale of the Contracts or

any class of Contracts in any state or jurisdiction, including, without

limitation, any circumstance in which such Contracts are not registered,

qualified and approved, and, in all material respects, issued and sold in

accordance with applicable state and federal laws. The Company will make

every reasonable effort to prevent the issuance of any such stop order,

cease and desist order or similar order and, if any such order is issued,

to obtain the lifting thereof at the earliest possible time.

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receives notice, or otherwise becomes aware of, the commencement of any

litigation or proceeding against such party or a person affiliated

therewith in connection with the issuance or sale of Trust shares or the

Contracts to the extent that such litigation or proceeding may be

reasonably expected to impact the other party.

(d) The Company shall provide to the Trust and the Distributor any

complaints it has received from Contract Owners pertaining to the Trust or

a Fund, and the Trust and Distributor shall each provide to the Company any

complaints it has received from Contract Owners relating to the Contracts.

4.12. COOPERATION. Each party hereto shall cooperate with the other parties

and all appropriate government authorities (including without limitation the

SEC, the NASD and state securities and insurance regulators) and shall permit

such authorities reasonable access to its books and records in connection with

any investigation or inquiry by any such authority relating to this Agreement or

the transactions contemplated hereby. However, such access shall not extend to

attorney-client privileged information.

ARTICLE V

SALE, ADMINISTRATION AND SERVICING OF THE CONTRACTS

5.1. SALE OF THE CONTRACTS. The Company shall be fully responsible as to

the Trust and the Distributor for the sale and marketing of the Contracts. The

Company shall provide Contracts, the Contracts' and Trust's Prospectuses,

Contracts' and Trust's Statements of Additional Information, and all amendments

or supplements to any of the foregoing to Contract Owners and prospective

Contract Owners, all in accordance with federal and state laws. Without limiting

the generality of the foregoing, the Company shall: (1) enter into and enforce

agreements with affiliated and unaffiliated parties to, and (2) adopt and

implement written compliance policies and procedures reasonably designed to,

ensure that:

- all persons offering or selling the Contracts are duly licensed

and registered under applicable insurance and securities laws,

- all individuals offering or selling the Contracts are duly

appointed agents of the Company and are registered

representatives of a FINRA member broker-dealer,

- each sale of a Contract satisfies applicable suitability

requirements under insurance and securities laws and regulations,

including without limitation the rules of the NASD,

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- persons offering or selling the Contracts disclose to prospective

Contract Owners remuneration each expects to receive in

connection with sales of the Contracts and any conflicts of

interest arising therefrom as required by applicable law, and

- persons offering or selling the Contracts do not intend to engage

in Account unit transactions that would violate the Company's or

the Trust's Disruptive Trading Policies.

5.2. ANTI-MONEY LAUNDERING. The Company shall comply with all applicable

laws and regulations designed to prevent money "laundering", and if required by

such laws or regulations, to share with the Trust information about individuals,

entities, organizations and countries suspected of possible terrorist or money

"laundering" activities in accordance with Section 314(b) of the USA Patriot

Act. In particular, the Company agrees that:

- as part of processing an application for a Contract, it will

verify the identity of applicants and, if an applicant is not a

natural person, will verify the identity of prospective principal

and beneficial owners submitting an application for a Contract,

- as part of its ongoing compliance with the USA Patriot Act, it

will, from time to time, reverify the identity of Contract

Owners, including the identity of principal and beneficial owners

of Contracts held by non-natural persons,

- as part of processing an application for a Contract, it will

verify that no applicant, including prospective principal or

beneficial Contract Owners, is a "specially designated national"

or a person from an embargoed or "blocked" country as indicated

by the Office of Foreign Asset Control ("OFAC") list of such

persons,

- as part of its ongoing compliance with the USA Patriot Act, it

will, from time to time, reverify that no Contract Owner,

including a principal or beneficial Contract Owners, is a

"specially designated national" or a person from an embargoed or

"blocked" country as indicated by the OFAC list of such persons,

- it will ensure that money tendered to the Trust as payment for

Trust shares did not originate with a bank lacking a physical

place of business (i.e., a "shell" bank) or from a country or

territory named on the list of high-risk or non-cooperating

countries or jurisdictions published by the Financial Action Task

Force, and

<Page>

- if any of the foregoing cease to be true, the Trust or its

agents, in compliance with the USA Patriot Act or Bank Secrecy

Act, may seek authority to block transactions in Account units

arising from accounts of one or more such Contract Owners with

the Company or of one or more of the Company's accounts with the

Trust.

The Trust and the Distributor shall comply with all applicable laws and

regulations designed to prevent money "laundering", and if required by such laws

or regulations, to share with the Company information about individuals,

entities, organizations and countries suspected of possible terrorist or money

"laundering" activities in accordance with Section 314(b) of the USA Patriot

Act.

5.3. ADMINISTRATION AND SERVICING OF THE CONTRACTS. The Company shall be

fully responsible for the underwriting, issuance, service and administration of

the Contracts and for the administration of the Account, including, without

limitation, the calculation of performance information for the Contracts, the

timely payment of Contract Owner redemption requests and processing of Contract

transactions, and the maintenance of a service center, such functions to be

performed in all respects at a level commensurate with those standards

prevailing in the variable insurance industry. The Company shall provide to

Contract Owners all Trust reports, solicitations for voting instructions

including any related Trust proxy solicitation materials, and updated Trust

Prospectuses as required under the federal securities laws.

5.4. CUSTOMER COMPLAINTS. The Company shall promptly address all complaints

from Contract Owners and resolve such complaints consistent with high ethical

standards and principles of ethical conduct.

5.5. TRUST PROSPECTUSES AND REPORTS. In order to enable the Company to

fulfill its obligations under this Agreement and the federal securities laws,

the Trust shall provide the Company with a copy, in camera-ready form or form

otherwise suitable for printing or duplication of: (a) the Trust's Prospectus

for the Series and Classes listed on Schedules 1B, 2B, and 3B and any supplement

thereto; (b) any Trust proxy soliciting material for such Series or Classes; and

upon alternate arrangements, but in all cases, the Trust reserves the right to

approve the printing of any such material. The Trust shall make available to the

Company on the Trust's website each Statement of Additional Information and

supplement thereto. The Trust shall provide the Company at least 10 days advance

written notice when any such material shall become available, provided, however,

that in the case of a supplement, the Trust shall provide the Company notice

reasonable in the circumstances, it being understood that circumstances

surrounding such supplement may not allow for advance notice. The Company may

not alter any material so provided by the Trust or the Distributor (including,

without limitation, presenting or delivering such material in a different medium

such as electronic mail or attachments thereto) without the prior written

consent of the Distributor.

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5.6. TRUST ADVERTISING MATERIAL. Neither the Company or any person directly

or indirectly authorized by the Company (including, without limitation,

underwriters, distributors, and sellers of the Contracts) shall use any piece of

advertising, sales literature or other promotional material in which the Trust,

the Distributor, or an affiliate of either is named, except with the prior

written consent of the Trust or the Distributor. The Company shall furnish to

the Trust or the Distributor each such piece of advertising, sales literature or

other promotional material at least ten (10) business days prior to its use. The

Trust or the Distributor shall respond to any request for written consent on a

prompt and timely basis, but failure to respond shall not relieve the Company of

the obligation to obtain the prior written consent of the Trust or the

Distributor. After receiving the Trust's or Distributor's consent to the use of

any such material, no further changes may be made without obtaining the Trust's

or Distributor's consent to such changes. The Trust or Distributor may at any

time in its sole discretion revoke such written consent, and upon notification

of such revocation, the Company shall no longer use the material subject to such

revocation. The Company shall not be responsible for filing any materials with

the NASD as applicable.

5.7. CONTRACTS ADVERTISING MATERIAL. The Trust and the Distributor shall

not use any piece of advertising or sales literature or other promotional

material in which the Company, an Account or a Contract is named, except with

the prior written consent of the Company. The Trust or the Distributor shall

furnish to the Company each such piece of advertising, sales literature or other

promotional material at least ten (10) business days prior to its use. The

Company shall respond to any request for written consent on a prompt and timely

basis, but failure to respond shall not relieve the Trust or the Distributor of

the obligation to obtain the prior written consent of the Company. After

receiving the Company's consent to the use of any such material, no further

changes may be made by the Trust or Distributor without obtaining the Company's

consent to such changes. The Company may at any time in its sole discretion

revoke any written consent, and upon notification of such revocation, neither

the Trust nor the Distributor shall use the material subject to such revocation.

The Trust and the Distributor shall not be responsible for filing any such

materials with the NASD as applicable.

5.8. TRADE NAMES. No party shall use any other party's names, logos,

trademarks or service marks, whether registered or unregistered, without the

prior written consent of such other party, or after written consent therefore

has been revoked. The Company shall not use in advertising, publicity or

otherwise the name of the Trust, Distributor, or any of their affiliates nor any

trade name, trademark, trade device, service mark, symbol or any abbreviation,

contraction or simulation thereof of the Trust, Distributor, or their affiliates

without the prior written consent of the Trust or the Distributor in each

instance.

5.9. REPRESENTATIONS BY COMPANY. Except with the prior written consent of

the Trust, the Company shall not give any information or make any

representations or statements about the Trust or the Funds nor shall it

authorize or allow any other person to do so except information or

representations contained in the Trust's Registration Statement or the Trust's

Prospectuses or in reports or proxy statements for the Trust, or in

advertisements, sales literature

<Page>

or other promotional material approved in writing by the Trust or its designee

in accordance with this Article V, or in published reports or statements of the

Trust in the public domain.

The Company agrees to ensure that advertisements, sales literature or other

promotional material for the Contracts prepared by the Company or its affiliates

will be consistent with every law, rule, and regulation of any regulatory agency

or self-regulatory agency that applies to the Contracts or to the sale of the

Contracts, including, but not limited to, FINRA Conduct Rule 2210 and IM-2210-1,

IM-2210-2 and IM-2210-3 thereunder.

The Company has adopted and implemented, or shall adopt and implement,

written compliance procedures reasonably designed to ensure that information

concerning the Trust, the Distributor, or any of their affiliates which is

intended for use by brokers or agents selling the Contracts (i.e., information

that is not intended for distribution to Contract Owners or prospective Contract

Owners) is so used. Neither the Trust, the Distributor, nor any of their

affiliates shall be liable for any losses, damages, or expenses relating to the

improper use of such "broker only" materials by agents of the Company or its

affiliates who are unaffiliated with the Trust or the Distributor. The parties

agree that this Section 5.9 is not intended to designate nor otherwise imply

that the Company is an underwriter or distributor of the Trust's shares.

5.10. REPRESENTATIONS BY TRUST. Except with the prior written consent of

the Company, the Trust shall not give any information or make any

representations on behalf of the Company or concerning the Company, the Accounts

or the Contracts other than the information or representations contained in the

appropriate Contract Registration Statement or Contract Prospectus or in

published reports of the Company or the Accounts which are in the public domain

or in advertisements, sales literature or other promotional material approved in

writing by the Company in accordance with this Article V.

The Trust agrees to ensure that advertisements, sales literature or other

promotional material for the Trust prepared by the Distributor or its affiliates

in connection with the sale of the Contracts will be consistent with every law,

rule, and Regulation of any regulatory agency or self regulatory agency that

applies to the Trust or to the sale of Trust shares, including, but not limited

to, FINRA Conduct Rule 2210 and IM-2210-1, IM-2210-2 and IM-2210-3 thereunder.

The Trust or the Distributor shall mark information produced by or on

behalf of the Trust which is intended for use by brokers or agents selling the

Contracts (i.e., information that is not intended for distribution to Contract

Owners or prospective Contract Owners) "FOR BROKER USE ONLY," and neither the

Company nor any of its affiliates shall be liable for any losses, damages, or

expenses arising on account of the use by brokers of such information with third

parties in the event that it is not so marked.

5.11. ADVERTISING. For purposes of this Article V, the phrase "advertising,

sales literature or other promotional material" includes, but is not limited to,

any material constituting sales literature or advertising under the FINRA

Conduct rules, the 1940 Act or the 1933 Act. Such material includes, without

limitation, the following materials for prospective Contract

<Page>

Owners, existing Contract Owners, wholesalers and other broker-dealers, rating

or ranking agencies, or the press:

- advertisements (such as material published, or designed for use

in, a newspaper, magazine, or other periodical, radio,

television, telephone or tape recording, videotape display, signs

or billboards, motion pictures, websites, or other public media),

- sales literature (i.e., any written communication distributed or

made generally available to customers or the public, including

brochures, circulars, research reports, market letters, form

letters, seminar texts, reprints or excerpts of any other

advertisement, sales literature, electronic mail, or published

article),

- educational or training materials or other communications

distributed or made generally available to some or all agents or

employees, and

- registration statements, prospectuses, statements of additional

information, shareholder reports, and proxy materials.

ARTICLE VI

COMPLIANCE WITH CODE

6.1. SECTION 817(H). The Trust will at all times invest money from the

Contracts in such a manner as to ensure that the Contracts will be treated as

variable contracts the Code and regulations thereunder. Without limiting the

scope of the foregoing, the Trust shall ensure that each Fund will comply with

Section 817(h) of the Code and Treasury Regulation 1.817-5 thereunder, relating

to the diversification requirements for variable annuity, endowment, or life

insurance contracts, and any amendments or other modifications to such Section

and Regulation or successors thereto. The Trust shall notify the Company

immediately upon having a reasonable basis for believing that a Fund has failed

to so comply or that it might not comply in the future.

6.2. SUBCHAPTER M. The Trust shall maintain the qualification of each Fund

as a regulated investment company (under Subchapter M or any successor or

similar provision), and the Trust shall notify the Company immediately upon

having a reasonable basis for believing that a Fund has ceased to so qualify or

that it might not so qualify in the future.

6.3. CONTRACTS. The Company shall ensure that at the time each Contract is

issued it is treated as a life insurance, endowment, or annuity contract under

applicable provisions of the Code, and that as long as the Accounts hold shares

of the Trust the Company shall maintain such treatment for each outstanding

Contract. The Company shall notify the Trust and the Distributor immediately

upon having any basis for believing that the Contracts will not be treated as

life insurance, endowment, or annuity contracts under applicable provisions of

the Code.

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6.4 REGULATION 1.817-5(F). The Company shall ensure that no Fund fails to

remain eligible for "look-through" treatment under Treasury Regulation

1.817-5(f) by reason of a current or future failure of the Company, the Accounts

or the Contracts to comply with any applicable requirements of the Code or

Treasury Regulations. The Company shall notify the Trust and the Distributor

immediately upon having any basis for believing that the failure of the Company,

the Accounts or the Contracts to comply with any applicable requirements of the

Code or Treasury Regulations could render a Fund ineligible, or jeopardize a

Fund's eligibility, for "look-through" treatment under Treasury Regulation

1.817-5(f). In the event of such a failure, the Company shall take all necessary

steps to cure any such failure, including, if necessary, obtaining a waiver or

closing agreement with respect to such failure from the U.S. Internal Revenue

Service at the Company's expense.

6.5 MODIFIED ENDOWMENT CONTRACTS. The Company shall ensure that any

Prospectus offering a variable life insurance Contract in circumstances where it

is reasonably probable that such Contract would be a "modified endowment

contract," as that term is defined in Section 7702A of the Internal Revenue

Code, will identify such Contract as a modified endowment contract.

ARTICLE VII

EXPENSES

7.1. EXPENSES. All expenses incident to each party's performance under this

Agreement (including expenses expressly assumed by such party pursuant to this

Agreement) shall be paid by such party to the extent permitted by law.

7.2. TRUST EXPENSES. Expenses incident to the Trust's performance of its

duties and obligations under this Agreement include, but are not limited to, the

costs of:

(a) registration and qualification of the Trust shares under the

federal securities laws;

(b) preparation and filing with the SEC of the Trust's Prospectuses,

Trust's Statement of Additional Information, Trust's Registration

Statement, Trust proxy materials and shareholder reports, and preparation

of a "camera-ready" copy of the foregoing;

or state securities law;

(d) printing and mailing of all proxy materials; and the printing of

all shareholder reports, prospectuses and other documents required to be

provided by the Trust to its existing shareholders, and providing

sufficient copies of the same to the Company for distribution to Contract

Owners currently invested in the Trust; provided, however, that if the

Company prints copies of the Trust's prospectus (or portions thereof)

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as part of a larger document containing prospectuses of other investment

companies, the Trust shall bear the expense only of its share of the cost

of printing the document (for this purpose, the Trust's share shall be the

percentage of the total cost of the document represented by the ratio that

the number of pages of the Trust's prospectus bears to the total number of

pages);

(e) all taxes on the issuance or transfer of Trust shares;

(f) payment of all applicable fees relating to the Trust, including,

without limitation, all fees due under Rule 24f-2 in connection with sales

of Trust shares to qualified retirement plans, custodial, auditing,

transfer agent and advisory fees, fees for insurance coverage and Trustees'

fees; and

(g) any expenses permitted to be paid or assumed by the Trust pursuant

to a Rule 12b-1 under the 1940 Act.

7.3. COMPANY EXPENSES. Expenses incident to the Company's performance of

its duties and obligations under this Agreement include, but are not limited to,

the costs of:

(a) registration and qualification of the Schedule 1 Contracts under

the federal securities laws;

(b) preparation Contract Prospectuses, and filing with the SEC of the

Prospectuses and Registration Statements for Schedule 1 Contracts;

printing and dissemination of Contract Prospectuses to current and

prospective Contract owners and of the Trust's Prospectuses to prospective

Contract Owners as well as compensation for Contract sales;

(d) administration of the Contracts;

(e) internal costs to provide Contract owner/policy owner counts to

facilitate the Trust and/or its proxy vendor in the production and

distribution of proxy materials required to be provided by the Trust to its

existing shareholders;

(f) payment of all applicable fees relating to Accounts and the

Contracts;

(g) preparation, printing and dissemination of all statements and

notices to Contract Owners required by any federal or state insurance law

other than those paid for by the Trust; and

(h) preparation, printing and dissemination of all marketing materials

for the Contracts and Trust except where other arrangements are made in

advance.

<Page>

7.4. OTHER EXPENSES AND PAYMENTS. The Trust and the Distributor shall pay

no fee or other compensation to the Company under this Agreement. Each party,

however, shall, in accordance with the allocation of expenses specified in this

Agreement, reimburse other parties for expenses paid by such other parties, but

allocated to it. In addition, nothing herein shall prevent the parties from

otherwise agreeing to perform, and arranging for appropriate compensation for,

other services relating to the Trust, the Distributor, the Company or the

Accounts. Notwithstanding the foregoing, pursuant to the distribution plan

adopted by the Trust under Rule 12b-1 under the 1940 Act, and as contemplated by

Article 3.2(g) of this Agreement, the Trust or any Series or Class thereof may

pay the Distributor, and the Distributor may pay the principal underwriter or

distributor of one or more classes of Contracts, for activities primarily

intended to result in the sale of Trust shares to the Accounts through which

such Contracts are issued. Likewise, if the Trust or any Series or Class adopts

and implements a shareholder service plan pursuant to Rule 12b-1 under the 1940

Act, or otherwise, then the Trust or the appropriate Series or Class may pay the

Distributor and the Distributor may pay the principal underwriter or distributor

of one or more classes of Contracts, or the Company, for activities related to

personal service and/or maintenance of Contract Owner accounts, as permitted by

such plan.

ARTICLE VIII

POTENTIAL CONFLICTS

8.1. SEC ORDER. The parties to this Agreement acknowledge that the Trust

has obtained the SEC Order granting exemptions from various provisions of the

1940 Act and the rules thereunder to Participant Accounts supporting variable

life insurance policies to the extent necessary to permit them to hold Trust

shares when Trust share also are sold to and held by variable annuity and

variable life insurance separate accounts of both affiliated and unaffiliated

Participating Insurance Companies and other Qualified Persons (as defined in

Section 2.8 hereof). The SEC Order is conditioned upon the Trust and each

Participating Insurance Company complying with conditions and undertakings

substantially as provided in this Article VIII. The Trust will not enter into a

participation agreement with any other Participating Insurance Company unless it

imposes the same conditions and undertakings on that company as are imposed on

the Company pursuant to this Article VIII.

8.2. COMPANY MONITORING REQUIREMENTS. The Company will monitor its

operations and those of the Trust for the purpose of identifying any material

irreconcilable conflicts or potential material irreconcilable conflicts between

or among the interests of Participating Plans, Product Owners of variable life

insurance policies and Product Owners of variable annuity contracts.

8.3. COMPANY REPORTING REQUIREMENTS. The Company shall report any conflicts

or potential conflicts to the Trust Board and will provide the Trust Board, at

least annually, with all information reasonably necessary for the Trust Board to

consider any issues raised by such existing or potential conflicts or by the

conditions and undertakings required by the Exemptive Order. The Company also

shall assist the Trust Board in carrying out its obligations including, but not

limited to: (a) informing the Trust Board whenever it disregards Contract Owner

voting

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instructions with respect to variable life insurance policies, and (b)

providing such other information and reports as the Trust Board may reasonably

request. The Company will carry out these obligations with a view only to the

interests of Contract Owners.

8.4. TRUST BOARD MONITORING AND DETERMINATION. The Trust Board shall

monitor the Trust for the existence of any material irreconcilable conflicts

between or among the interests of Participating Plans, Product Owners of

variable life insurance policies and Product Owners of variable annuity

contracts and determine what action, if any, should be taken in response to

those conflicts. A majority vote of Trustees who are not interested persons of

the Trust as defined in the 1940 Act (the "disinterested trustees") shall

represent a conclusive determination as to the existence of a material

irreconcilable conflict between or among the interests of Product Owners and

Participating Plans and as to whether any proposed action adequately remedies

any material irreconcilable conflict. The Trust Board shall give prompt written

notice to the Company and Participating Plan of any such determination. Minutes

of the meetings of the Trust Board, or other appropriate records of the Trust,

shall record all reports received by the Board regarding such conflicts and all

actions taken by the Board in response.

8.5. UNDERTAKING TO RESOLVE CONFLICT. In the event that a material

irreconcilable conflict of interest arises between Product Owners of variable

life insurance policies or Product Owners of variable annuity contracts and

Participating Plans, the Company will, at its own expense, take whatever action

is necessary to remedy such conflict as it adversely affects Contract Owners up

to and including: (1) establishing a new registered management investment

company, and (2) withdrawing assets from the Trust attributable to reserves for

the Contracts subject to the conflict and reinvesting such assets in a different

investment medium (including another Fund) or submitting the question of whether

such withdrawal should be implemented to a vote of all affected Contract Owners,

and, as appropriate, segregating the assets supporting the Contracts of any

group of such owners that votes in favor of such withdrawal, or offering to such

owners the option of making such a change. The Company will carry out the

responsibility to take the foregoing action with a view only to the interests of

Contract Owners.

8.6. WITHDRAWAL. If a material irreconcilable conflict arises because of

the Company's decision to disregard the voting instructions of Contract Owners

of variable life insurance policies and that decision represents a minority

position or would preclude a majority vote at any Fund shareholder meeting,

then, if Trust Board so requests, the Company will redeem the shares of the

Trust to which the disregarded voting instructions relate [and terminate this

Agreement with respect to the Account through which such Contracts were issued].

No charge or penalty, however, will be imposed in connection with such a

redemption.

8.7. EXPENSES ASSOCIATED WITH REMEDIAL ACTION. In no event shall the Trust

be required to bear the expense of establishing a new funding medium for any

Contract. The Company shall not be required by this Article VIII to establish a

new funding medium for any Contract if an offer to do so has been declined by

vote of a majority of the Contract Owners materially adversely affected by the

irreconcilable material conflict.

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8.8. SUCCESSOR RULES. If and to the extent that Rule 6e-2 and Rule 6e-3(T)

are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any

provisions of the 1940 Act or the rules promulgated thereunder with respect to

mixed and shared funding on terms and conditions materially different from those

contained in the SEC Order, then: (a) the Trust and/or the Company, as

appropriate, shall take such steps as may be necessary to comply with Rules 6e-2

and 6e-3(T), as amended, or Rule 6e-3, as adopted, as applicable, to the extent

such rules are applicable, and (b) Sections 8.2 through 8.7 of this Agreement

shall continue in effect only to the extent that terms and conditions

substantially identical to such Sections are contained in such Rule(s) as so

amended or adopted.

ARTICLE IX

INDEMNIFICATION

9.1. INDEMNIFICATION BY THE COMPANY. The Company hereby agrees to, and

shall, indemnify and hold harmless the Trust, the Distributor and each person

who controls or is affiliated with the Trust or the Distributor within the

meaning of such terms under the 1933 Act or 1940 Act (but not any Participating

Insurance Companies or Qualified Persons) and any officer, trustee, partner,

director, employee or agent of the foregoing, against any and all losses,

claims, damages or liabilities, joint or several (including any investigative,

legal and other expenses reasonably incurred in connection with, and any amounts

paid in settlement of, any action, suit or proceeding or any claim asserted), to

which they or any of them may become subject under any statute or regulation, at

common law or otherwise, insofar as such losses, claims, damages, expenses or

liabilities:

(a) arise out of or are based upon any untrue statement of any

material fact or alleged untrue statement of material fact contained in the

Contracts Registration Statement, Contracts Prospectus, sales literature or

other promotional material for the Contracts or the Contracts themselves

(or any amendment or supplement to any of the foregoing), or arise out of

or are based upon the omission to state therein a material fact required to

be stated therein or necessary to make the statements therein not

misleading in light of the circumstances in which they were made; provided

that this obligation to indemnify shall not apply if such statement or

omission was made in reliance upon and in conformity with information

furnished in writing to the Company by the Trust or the Distributor for use

in the Contracts Registration Statement, Contracts Prospectus or in the

Contracts or sales literature or promotional material for the Contracts (or

any amendment or supplement to any of the foregoing) or otherwise for use

in connection with the sale of the Contracts or Trust shares; or

(b) arise out of any untrue statement or alleged untrue statement of a

material fact contained in the Trust Registration Statement, any Prospectus

for Series or Classes or sales literature or other promotional material of

the Trust (or any amendment or supplement to any of the foregoing), or the

omission to state therein a material fact required to be stated therein or

necessary to make the statements therein not misleading in light of the

circumstances in which they were made, if such statement or omission was

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made in reliance upon and in conformity with information furnished to the

Trust or Distributor in writing by or on behalf of the Company; or

violation of federal or state law by, the Company or persons under its

control or subject to its authorization, including without limitation, any

broker-dealers or agents authorized to sell the Contracts, with respect to

the sale, marketing or distribution of the Contracts or Trust shares,

including, without limitation, any impermissible use of broker-only

material, unsuitable or improper sales of the Contracts or unauthorized

representations about the Contracts or the Trust; or

(d) arise as a result of any failure by the Company or persons under

its control (or subject to its authorization) to provide services, furnish

materials or make payments as required under this Agreement; or

(e) arise out of any material breach by the Company or persons under

its control (or subject to its authorization) of this Agreement; or

(f) any breach of any warranties contained in Article III hereof, any

failure to transmit a request for redemption or purchase of Trust shares or

payment therefor on a timely basis in accordance with the procedures set

forth in Article II, or any unauthorized use of the names or trade names of

the Trust or the Distributor.

This indemnification is in addition to any liability that the Company may

otherwise have; provided, however, that no party shall be entitled to

indemnification if such loss, claim, damage, expense or liability is caused by

the wilful misfeasance, bad faith, gross negligence or reckless disregard of

duty by the party seeking indemnification.

9.2. INDEMNIFICATION BY THE TRUST. The Trust hereby agrees to, and shall,

indemnify and hold harmless the Company and each person who controls or is

affiliated with the Company within the meaning of such terms under the 1933 Act

or 1940 Act and any officer, director, employee or agent of the foregoing,

against any and all losses, claims, damages or liabilities, joint or several

(including any investigative, legal and other expenses reasonably incurred in

connection with, and any amounts paid in settlement of, any action, suit or

proceeding or any claim asserted), to which they or any of them may become

subject under any statute or regulation, at common law or otherwise, insofar as

such losses, claims, damages, expenses or liabilities:

(a) arise out of or are based upon any untrue statement of any

material fact or alleged untrue statement of material fact contained in the

Trust Registration Statement, any Prospectus for Series or Classes or sales

literature or other promotional material of the Trust (or any amendment or

supplement to any of the foregoing), or arise out of or are based upon the

omission to state therein a material fact required to be stated therein or

necessary to make the statements therein not misleading in light of the

circumstances in

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which they were made; provided that this obligation to indemnify shall not

apply if such statement or omission was made in reliance upon and in

conformity with information furnished in writing by the Company to the

Trust or the Distributor for use in the Trust Registration Statement, Trust

Prospectus or sales literature or promotional material for the Trust (or

any amendment or supplement to any of the foregoing) or otherwise for use

in connection with the sale of the Contracts or Trust shares; or

(b) arise out of any untrue statement of a material fact or alleged

untrue statement of material fact contained in the Contracts Registration

Statement, Contracts Prospectus or sales literature or other promotional

material for the Contracts (or any amendment or supplement to any of the

foregoing), or the omission to state therein a material fact required to be

stated therein or necessary to make the statements therein not misleading

in light of the circumstances in which they were made, if such statement or

omission was made in reliance upon information furnished in writing by the

Trust to the Company; or

its Trustees or officers with respect to the sale of Trust shares; or

(d) arise as a result of any failure by the Trust to provide services,

furnish materials or make payments as required under the terms of this

Agreement; or

(e) arise out of any material breach by the Trust of this Agreement

(including any breach of Section 6.1 of this Agreement and any warranties

contained in Article III hereof);

it being understood that in no way shall the Trust be liable to the Company with

respect to any violation of insurance law, compliance with which is a

responsibility of the Company under this Agreement or otherwise or as to which

the Company failed to inform the Trust in accordance with Section 4.5 hereof.

This indemnification is in addition to any liability that the Trust may

otherwise have; provided, however, that no party shall be entitled to

indemnification if such loss, claim, damage or liability is caused by the wilful

misfeasance, bad faith, gross negligence or reckless disregard of duty by the

party seeking indemnification.

9.3. INDEMNIFICATION BY THE DISTRIBUTOR. The Distributor hereby agrees to,

and shall, indemnify and hold harmless the Company and each person who controls

or is affiliated with the Company within the meaning of such terms under the

1933 Act or 1940 Act and any officer, director, employee or agent of the

foregoing, against any and all losses, claims, damages or liabilities, joint or

several (including any investigative, legal and other expenses reasonably

incurred in connection with, and any amounts paid in settlement of, any action,

suit or proceeding or any claim asserted), to which they or any of them may

become subject under any statute or regulation, at common law or otherwise,

insofar as such losses, claims, damages, expenses or liabilities:

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(a) arise out of or are based upon any untrue statement of any

material fact or alleged untrue statement of material fact contained in the

Trust Registration Statement, any Prospectus for Series or Classes or sales

literature or other promotional material of the Trust (or any amendment or

supplement to any of the foregoing), or arise out of or are based upon the

omission to state therein a material fact required to be stated therein or

necessary to make the statements therein not misleading in light of the

circumstances in which they were made; provided that this obligation to

indemnify shall not apply if such statement or omission was made in

reliance upon and in conformity with information furnished in writing by

the Company to the Trust or Distributor for use in the Trust Registration

Statement, Trust Prospectus or sales literature or promotional material for

the Trust (or any amendment or supplement to any of the foregoing) or

otherwise for use in connection with the sale of the Contracts or Trust

shares; or