PARTICIPATION AGREEMENT


   THIS  AGREEMENT,  is made as of May 21,  2002,  by and among  First  Security
Benefit Life Insurance and Annuity Company of New York  ("Company"),  on its own
behalf and on behalf of  Variable  Annuity  Account A,  established  1/22/96,  a
segregated asset account of the Company  ("Account"),  Strong Variable Insurance
Funds, Inc.  ("Strong  Variable") on behalf of the portfolios of Strong Variable
listed on the  attached  Exhibit A, as such  Exhibit may be amended from time to
time  (the   "Designated   Portfolios"),   Strong   Opportunity  Fund  II,  Inc.
("Opportunity Fund II"), Strong Investor Services,  Inc. (the "Transfer Agent"),
the transfer agent for the Opportunity Fund II and Strong  Variable,  and Strong
Investments, Inc. ("Distributors"),  the distributor for Strong Variable and the
Opportunity Fund II (each, a "Party" and collectively, the "Parties").

                             PRELIMINARY STATEMENTS

   A. Beneficial interests in Strong Variable are divided into several series of
shares,  each  representing  the interest in a particular  managed  portfolio of
securities and other assets (each, a "Portfolio").

   B. To the extent permitted by applicable insurance laws and regulations,  the
Company  intends to purchase  shares of  Opportunity  Fund II and the Designated
Portfolios  ("Fund"  or  "Funds"  shall be  deemed  to refer to each  Designated
Portfolio and to the Opportunity Fund II to the extent the context requires), on
behalf of the Account to fund the variable annuity  contracts that use the Funds
as an underlying investment medium (the "Contracts").

   C. The Company,  Transfer  Agent and  Distributors  desire to facilitate  the
purchase  and  redemption  of shares of the Funds by the Company for the Account
through one or more accounts,  which number shall be as mutually  agreed upon by
the  parties,  in each Fund (each an "Omnibus  Account"),  to be  maintained  of
record by the Company, subject to the terms and conditions of this Agreement.

   D. The Company desires to provide administrative  services and functions (the
"Services") for purchasers of Contracts  ("Owners") who are beneficial owners of
shares of the Funds on the terms and conditions set forth in this Agreement.

                                   AGREEMENTS

The parties to this Agreement agree as follows:

1.  PERFORMANCE  OF  SERVICES.  Company  agrees to  perform  the  administrative
functions and services  specified in Exhibit B attached to this  Agreement  with
respect to the shares of the Funds beneficially owned by the Owners and included
in the Account.  Nothing in this Agreement shall limit Company's right to engage
one or more of its wholly owned subsidiaries (each, a "Designee") to provide all
or any portion of the Services,  but no such engagement shall relieve Company of
its duties, responsibilities or liabilities under this Agreement.

2.  THE OMNIBUS ACCOUNTS.

    2.1 Each Omnibus Account will be opened based upon the information contained
in Exhibit C to this Agreement. In connection with each Omnibus Account, Company
represents  and warrants  that it is  authorized  to act on behalf of each Owner
effecting transactions in the Omnibus Account and that the information specified
on Exhibit C to this Agreement is correct.

    2.2 Each Fund shall  designate each Omnibus  Account with an account number.
These account numbers will be the means of  identification  when the Parties are
transacting in the Omnibus  Accounts.  The assets in the Accounts are segregated
from the Company's  general account  assets.  Transfer Agent agrees to cause the
Omnibus Accounts to be kept open on each Fund's books, as applicable, regardless
of a lack of  activity or small  position  size except to the extent the Company
takes  specific  action to close an  Omnibus  Account  or to the extent a Fund's
prospectus reserves the right to close accounts which are inactive or of a small
position size. In the latter two cases, Transfer Agent will give prior notice to
the Company before closing an Omnibus Account.

    2.3 The  Company  agrees to  provide  Transfer  Agent  such  information  as
Transfer Agent or Distributors may reasonably  request  concerning Owners as may
be necessary or advisable to enable  Transfer Agent and  Distributors  to comply
with applicable  laws,  including state "Blue Sky" laws relating to the sales of
shares of the Funds to the Accounts.

3.  FUND SHARES TRANSACTIONS.

    3.1 IN GENERAL.  Shares of the Funds shall be sold on behalf of the Funds by
Distributors  and purchased by Company for the Account and,  indirectly  for the
appropriate  subaccount  thereof  at the net asset  value  next  computed  after
receipt  by  Distributors  of each  order of the  Company  or its  Designee,  in
accordance with the provisions of this Agreement,  the then current prospectuses
of the Funds,  and the Contracts.  Company may purchase  shares of the Funds for
its  own  account   subject  to  (a)  receipt  of  prior  written   approval  by
Distributors;  and (b) such purchases  being in accordance with the then current
prospectuses of the Fund and the Contracts.  The Board of Directors of each Fund
("Directors") may refuse to sell shares of the applicable Fund to any person, or
suspend  or  terminate  the  offering  of shares  of the Fund if such  action is
required by law or by regulatory authorities having jurisdiction. Company agrees
to purchase and redeem the shares of the Funds in accordance with the provisions
of this Agreement, of the Contracts and of the then current prospectuses for the
Contracts  and Funds.  Except as permitted  by the terms of the  Contracts or as
necessary  to  implement  transactions  initiated  by  Owners,  or as  otherwise
permitted  by state or federal  laws or  regulations  including  any  exemptions
therefrom,  Company  shall  not  redeem  shares  of  Funds  attributable  to the
Contracts.

    3.2  PURCHASE  AND  REDEMPTION  ORDERS.  On each day that a Fund is open for
business (a "Business  Day"),  the Company or its Designee  shall  aggregate and
calculate the net purchase or redemption  order it receives for the Account from
the Owners for shares of the Fund that it received prior to the close of trading
on the New York Stock  Exchange  (the "NYSE")  (i.e.  3:00 p.m.,  Central  time,
unless the NYSE closes at an earlier  time in which case such earlier time shall
apply) and  communicate to  Distributors,  by telephone or facsimile (or by such
other means as the Parties to this  Agreement may agree to in writing),  the net
aggregate purchase or redemption order (if any) for the Omnibus Account for such
Business Day (such  Business  Day is sometimes  referred to herein as the "Trade
Date"). The Company or its Designee will communicate such orders to Distributors
prior to 9:00 a.m.,  Central  time, on the next Business Day following the Trade
Date. All trades communicated to Distributors by the foregoing deadline shall be
treated by Distributors  as if they were received by  Distributors  prior to the
close of trading on the Trade Date.

    3.3  SETTLEMENT OF TRANSACTIONS.

         (a)  PURCHASES.  Company or its Designee  will wire, or arrange for the
wire of, the purchase price of each purchase order to the custodian for the Fund
in accordance with written instructions  provided by Distributors to the Company
so that either (i) such funds are received by the  custodian  for the Fund prior
to 12:00 p.m.,  Central time, on the next Business Day following the Trade Date,
or (ii)  Distributors  is provided  with a Federal  Funds wire system  reference
number  prior to such  12:00  p.m.  deadline  evidencing  the  entry of the wire
transfer of the  purchase  price to the  applicable  custodian  into the Federal
Funds wire system prior to such time. Company agrees that if it fails to provide
funds to the Fund's  custodian by the close of business on the next Business Day
following  the  Trade  Date,  then,  at the  option  of  Distributors,  (A)  the
transaction  may be  canceled,  or (B) the  transaction  may be processed at the
next-determined  net asset value for the  applicable  Fund after  purchase order
funds are received. In such event, the Company shall indemnify and hold harmless
Distributors,  Transfer Agent and the Funds from any actual  liabilities,  costs
and damages either may suffer as a result of such failure (but in no event shall
such amounts include any special or consequential damages).

         (b)  REDEMPTIONS.  Transfer Agent will use its best efforts to cause to
be transmitted to such custodial account as Company shall direct in writing, the
proceeds  of all  redemption  orders  placed by Company or its  Designee by 9:00
a.m., Central time, on the Business Day immediately following the Trade Date, by
wire transfer of Federal Funds on that Business Day.  Should Transfer Agent need
to extend the  settlement  on a trade,  it will  contact  Company to discuss the
extension but in no event shall  settlement be extended beyond the time provided
for in the  Investment  Company Act of 1940.  For  purposes of  determining  the
length  of  settlement,  Transfer  Agent  agrees to treat  the  Account  no less
favorably than other shareholders of the Funds. Each wire transfer of redemption
proceeds shall  indicate,  on the Federal Funds wire system,  the amount thereof
attributable  to each  Fund;  PROVIDED,  HOWEVER,  that if the number of entries
would be too great to be  transmitted  through  the Federal  Funds wire  system,
Transfer  Agent shall,  on the day the wire is sent, fax such entries to Company
or if  possible,  send via direct or indirect  systems  access  until  otherwise
directed by the Company in writing.

    3.4 BOOK ENTRY ONLY.  Issuance  and  transfer of shares of a Fund will be by
book entry  only.  Stock  certificates  will not be issued to the Company or the
Account.  Shares of the Funds ordered from  Distributors will be recorded in the
appropriate book entry title for the Account.

    3.5 DISTRIBUTION INFORMATION. Transfer Agent or Distributors shall use their
best  efforts  to  provide  the  Company  with  all  distribution   announcement
information  as soon as it is  announced by the Funds but in no event later than
5:30 p.m. Central time on the payable date. The distribution  information  shall
set forth, as applicable, ex-dates, record date, payable date, distribution rate
per share,  record date share balances,  cash and reinvested payment amounts and
all other  information  reasonably  requested  by the Company.  Where  possible,
Transfer Agent or Distributors shall provide the Company with direct or indirect
systems  access to Transfer  Agent's  systems for  obtaining  such  distribution
information.

    3.6  REINVESTMENT.  The Company elects to reinvest all dividends and capital
gains  distributions  automatically on the payable date in additional  shares of
the  applicable  Fund at net asset  value in  accordance  with each  Fund's then
current prospectus;  provided,  however,  that the Company reserves the right to
revoke this election.

    3.7 PRICING INFORMATION.  Distributors shall use its best efforts to furnish
to the Company  prior to 5:30 p.m.,  Central  time,  on each  Business  Day each
Fund's  closing net asset value for that day, and for those Funds for which such
information  is  calculated,  the daily  accrual for  interest  rate factor (mil
rate).  Such  information  shall be communicated  via fax, or indirect or direct
systems access acceptable to the Company.

    3.8 PRICE ERRORS.

         (a)  NOTIFICATION.  If an adjustment  is required in accordance  with a
Fund's then current policies on reimbursement ("Fund Reimbursement Policies") to
correct  any  error in the  computation  of the net asset  value of Fund  shares
("Price Error"),  Transfer Agent or Distributors shall notify Company as soon as
practicable after discovering the Price Error.  Notice may be made via facsimile
or via direct or indirect  systems  access and shall state the incorrect  price,
the correct price and, to the extent  communicated  to the Fund's  shareholders,
the reason for the price change.

         (b)  UNDERPAYMENTS.  If a Price Error causes an Account to receive less
than the amount to which it otherwise  would have been entitled,  Transfer Agent
shall  make  all  necessary  adjustments  (subject  to  the  Fund  Reimbursement
Policies)  so that the Account  receives  the amount to which it would have been
entitled

         (c)  OVERPAYMENTS.  If a Price Error  causes an Account to receive more
than the amount to which it otherwise  would have been entitled,  Company,  when
requested  by  Transfer  Agent  (in  accordance  with  the  Fund   Reimbursement
Policies),  will use its best  efforts to collect  such excess  amounts from the
applicable Owners.

         (d)  FUND  REIMBURSEMENT  POLICIES.  Transfer  Agent  agrees  to  treat
Company's  customers no less  favorably  than  Transfer  Agent treats its retail
shareholders in applying the provisions of paragraphs 3.8(b) and 3.8(c).

         (e) EXPENSES. Transfer Agent shall reimburse Company for all reasonable
and necessary  out-of-pocket  expenses incurred by Company for payroll overtime,
stationery  and postage in adjusting  Owner  accounts  affected by a Price Error
described in paragraphs 3.8(b) and 3.8(c). Company shall use its best efforts to
mitigate all expenses  which may be  reimbursable  under this section 3.8(e) and
agrees  that  payroll  overtime  shall not  include  any time spent  programming
computers  or  otherwise  customizing   Company's   recordkeeping  system.  Upon
requesting  reimbursement,  Company  shall  present an itemized bill to Transfer
Agent detailing the costs for which it seeks reimbursement.

    3.9 AGENCY.  Distributors hereby appoints the Company or its Designee as its
agent for the limited purpose of accepting purchase and redemption  instructions
from the Owners for the  purchase and  redemption  of shares of the Funds by the
Company on behalf of Account.

    3.10 QUARTERLY REPORTS. Transfer Agent agrees to provide Company a statement
of Fund assets as soon as practicable  and in any event within 30 days after the
end of each fiscal  quarter,  and a statement  certifying  the compliance by the
Funds  during that fiscal  quarter  with the  diversification  requirements  and
qualification  as a regulated  investment  company.  In the event of a breach of
Section  6.4(a),  Transfer  Agent will take all  reasonable  steps (a) to notify
Company of such breach and (b) to adequately diversify the Fund so as to achieve
compliance within the grace period afforded by Treasury Regulation 1.817-5.

    3.11 NO SALES TO PUBLIC. The Funds and Distributors agree that shares of the
Funds will be sold only to participating  insurance companies and their separate
accounts. No shares of any Fund will be sold to the general public.

    3.12 REQUIRED  PROVISIONS.  The Funds and the Distributors will not sell any
Fund's shares to any insurance  company or separate  account unless an agreement
containing  provisions  substantially  the same as Articles 3, 4, 6, 9 and 10 of
this Agreement is in effect to govern such sales.

4. PROXY SOLICITATIONS AND VOTING. The Company shall, at its expense, distribute
or arrange for the distribution of all proxy materials furnished by the Funds to
the Account and shall: (a) solicit voting instructions from Owners; (b) vote the
Fund shares in accordance with instructions  received from Owners;  and (c) vote
the Fund shares for which no instructions have been received,  as well as shares
attributable to it, in the same proportion as Fund shares for which instructions
have been received from Owners, so long as and to the extent that the Securities
and  Exchange  Commission  (the "SEC")  continues to  interpret  the  Investment
Company Act of 1940, as amended (the "1940 Act"), to require pass-through voting
privileges for various contract  owners.  The Company and its Designees will not
recommend   action  in  connection  with,  or  oppose  or  interfere  with,  the
solicitation  of  proxies  for the  Fund  shares  held  for  Owners.  The  costs
associated  with  printing such proxies,  as well as the costs  associated  with
printing proxy cards and the costs of tabulation, shall be borne by the Funds.

5.  CUSTOMER COMMUNICATIONS.

    5.1  PROSPECTUSES.  Transfer  Agent or  Distributors,  at its expense,  will
provide the Company with as many copies of the current  prospectus for the Funds
as  the  Company  may  reasonably   request  for  distribution  to  existing  or
prospective  Owners.  The  cost of  distributing  prospectuses  to  existing  or
prospective  Owners  shall be borne by the  Company.  The  Company may choose to
receive camera-ready film (or other electronic media which is mutually agreeable
to the parties) in lieu of receiving  printed  copies of the Funds'  prospectus;
provided  that  Transfer   Agent  and   Distributors   have  the  capability  of
transmitting  the prospectus in such format.  If the Company  chooses to receive
camera-ready film (or other electronic media) Transfer Agent or Distributor will
reimburse the Company for its cost of printing the prospectus; provided however,
in no event shall such cost exceed the cost Transfer Agent or Distributors would
have incurred had Transfer Agent or Distributors printed the prospectus.

    5.2  SHAREHOLDER  MATERIALS.  Transfer  Agent  and  Distributors  shall,  as
applicable, provide in bulk to the Company or its authorized representative,  at
a single  address and at no expense to the Company,  the  following  shareholder
communications  materials  prepared  for  circulation  to Owners  in  quantities
requested by the Company which are  sufficient  to allow mailing  thereof by the
Company and, to the extent required by applicable  law, to all Owners:  proxy or
information statements, annual reports, semi-annual reports, and all initial and
updated  prospectuses,  supplements and amendments  thereof.  None of the Funds,
Transfer Agent or Distributors shall be responsible for the cost of distributing
such materials to Owners.

6.  REPRESENTATIONS AND WARRANTIES.

    6.1 The Company represents and warrants that:

         (a) It is an insurance  company  duly  organized  and in good  standing
under  the laws of the  State of New York and that it has  legally  and  validly
established  the Account  prior to any  issuance or sale thereof as a segregated
asset  account and that the Company has and will  maintain the capacity to issue
all Contracts that may be sold; and that it is and will remain duly  registered,
licensed,  qualified  and in good  standing  to sell  the  Contracts  in all the
jurisdictions in which such Contracts are to be offered or sold;

         (b) It and each of its Designees is and will remain duly registered and
licensed  under all applicable  federal and state  securities and insurance laws
and shall  perform its  obligations  under this  Agreement in  compliance in all
material respects with any applicable state and federal laws;

         (c) The Contracts are and will be registered  under the  Securities Act
of 1933,  as  amended  (the  "1933  Act"),  and are and will be  registered  and
qualified for sale in the states where so required;  and the Account is and will
be registered  as a unit  investment  trust in accordance  with the 1940 Act and
shall be a segregated investment account for the Contracts;

         (d) The  Contracts are currently  treated as annuity  contracts,  under
applicable  provisions  of the Internal  Revenue  Code of 1986,  as amended (the
"Code"),  and the Company will maintain such treatment and will notify  Transfer
Agent,  Distributors  and Funds  promptly  upon  having a  reasonable  basis for
believing that the Contracts have ceased to be so treated or that they might not
be so treated in the future;

         (e) It and each of its  Designees  is  registered  as a transfer  agent
pursuant to Section 17A of the Securities  Exchange Act of 1934, as amended (the
"1934 Act"), or is not required to be registered as such;

         (f) To the extent required by applicable law, the arrangements provided
for in this Agreement will be disclosed to the Owners; and

         (g) It is  registered  as a  broker-dealer  under  the 1934 Act and any
applicable  state  securities  laws,  including as a result of entering into and
performing  the Services set forth in this  Agreement,  or is not required to be
registered as such.

    6.2 The Funds each represent and warrant that:

         (a)  Fund  shares  sold  pursuant  to this  Agreement  are and  will be
registered  under the 1933 Act and any applicable  state securities laws and the
Fund is and will be  registered  as a registered  investment  company  under the
Investment Company Act of 1940;

         (b) It is currently  qualified as a Regulated  Investment Company under
Subchapter M of the Code,  and that each Fund will maintain  such  qualification
(under Subchapter M or any successor or similar  provision) and that the Company
will be notified  immediately  upon having a reasonable basis for believing that
any Fund has  ceased to so  qualify or that any Fund might not so qualify in the
future;

    6.3 Distributors represents and warrants that:

         (a) It is and  will  be a  member  in  good  standing  of the  National
Association of Securities  Dealers,  Inc. ("NASD") and is and will be registered
as a broker-dealer with the SEC; and

         (b) It will sell and  distribute  Fund  shares in  accordance  with all
applicable state and federal laws and regulations.

         (c) It will perform its  obligations for the Funds in compliance in all
material respects with all applicable state and federal laws and regulations.

    6.4 Transfer Agent represents and warrants that:

         (a) Each Fund has  complied  and will  continue to comply with  Section
817(h) of the Code and Treasury  Regulation 1.817-5 (or any successor or similar
provisions)  relating to the diversification  requirements for variable annuity,
endowment,  or life  insurance  contracts  and that it will  notify the  Company
immediately  upon  having a  reasonable  basis for  believing  that any Fund has
ceased to so comply or that any Fund might not so comply in the future.

         (b) It is and will  remain  duly  registered  and  licensed  under  all
applicable federal and state securities and insurance laws and shall perform its
obligations under this Agreement in compliance in all material respects with any
applicable state and federal laws.

    6.5 Each of the Parties to this  Agreement  represents  and  warrants to the
others that:

         (a) It has full power and authority under applicable law, and has taken
all action  necessary,  to enter into and perform this  Agreement and the person
executing  this  Agreement  on its behalf is duly  authorized  and  empowered to
execute and deliver this Agreement;

         (b) This Agreement constitutes its legal, valid and binding obligation,
enforceable  against it in accordance  with its terms and it shall comply in all
material  respects  with all laws,  rules and  regulations  applicable  to it by
virtue of entering into this Agreement;

         (c) No consent or authorization  of, filing with, or other act by or in
respect of any  governmental  authority,  is  required  in  connection  with the
execution, delivery, performance, validity or enforceability of this Agreement;

         (d) The execution,  performance and delivery of this Agreement will not
result in it violating any  applicable  law or breaching or otherwise  impairing
any of its contractual obligations;

         (e) Each Party to this  Agreement  is  entitled  to rely on any written
records or instructions provided to it by another Party; and

         (f) Its directors,  officers,  employees,  and investment advisers, and
other  individuals/entities  dealing with the money or  securities of a Fund are
and shall  continue  to be at all times  covered by a blanket  fidelity  bond or
similar  coverage  for the  benefit  of the Fund in an amount  not less than the
amount required by the applicable  rules of the NASD and the federal  securities
laws,  which bond shall include  coverage for larceny and embezzlement and shall
be issued by a reputable bonding company.

7.       SALES MATERIAL AND INFORMATION

    7.1 NASD  FILINGS.  Upon the  request of  Distributors,  the  Company  shall
promptly inform  Distributors as to the status of all sales  literature  filings
pertaining to the Funds and shall promptly notify  Distributors of all approvals
or disapprovals of sales literature  filings with the NASD. For purposes of this
Section 7, the phrase "sales literature or other promotional  material" shall be
construed in accordance with all applicable securities laws and regulations.

    7.2 COMPANY  REPRESENTATIONS.  Neither the Company nor any of its  Designees
shall  make  any  material   representations   concerning  Transfer  Agent,  the
Distributors,  or a Fund other than the information or representations contained
in: (a) a registration statement of the Fund or prospectus of a Fund, as amended
or  supplemented  from time to time; (b) published  reports or statements of the
Funds  which are in the public  domain or are  approved by  Distributors  or the
Funds; or (c) sales literature or other  promotional  material of the Funds. For
purposes of this Section 7, the phrase "sales  literature  or other  promotional
material" shall be construed in accordance  with all applicable  securities laws
and regulations.

    7.3 TRANSFER AGENT, DISTRIBUTORS AND FUND REPRESENTATIONS.  None of Transfer
Agent,  Distributors  or  any  Fund  shall  make  any  material  representations
concerning  the  Company  or  its  Designees   other  than  the  information  or
representations contained in: (a) a registration statement or prospectus for the
Contracts,  as amended or supplemented  from time to time; (b) published reports
or  statements of the Contracts or the Account which are in the public domain or
are  approved  by the  Company;  or (c) sales  literature  or other  promotional
material of the Company.

    7.4  TRADEMARKS,  ETC.  Except to the extent  required by applicable law, no
Party shall use any other Party's  names,  logos,  trademarks or service  marks,
whether registered or unregistered, without the prior consent of such Party.

    7.5  INFORMATION  FROM   DISTRIBUTORS  AND  TRANSFER  AGENT.  Upon  request,
Distributors  or Transfer  Agent will  provide to Company at least one  complete
copy of all  registration  statements,  prospectuses,  Statements  of Additional
Information,  reports, proxy statements,  solicitations for voting instructions,
applications for exemptions,  requests for no action letters, and all amendments
to any of the above,  that relate to the Funds,  in final form as filed with the
SEC, NASD and other regulatory authorities.

    7.6  INFORMATION  FROM  COMPANY.  Upon  request,  Company  will  provide  to
Distributors  at  least  one  complete  copy  of  all  registration  statements,
prospectuses,  Statements of Additional Information,  reports, solicitations for
voting   instructions,   sales  literature  and  other  promotional   materials,
applications  for exemptions,  requests for no action letters and all amendments
to any of the above,  that relate to a Fund and the Contracts,  in final form as
filed with the SEC, NASD and other regulatory authorities.

    7.7 REVIEW OF MARKETING  MATERIALS.  If so  requested  by Company,  Transfer
Agent or Distributors  will use its best efforts to review sales  literature and
other  marketing  materials  prepared  by  Company  which  relate to the  Funds,
Transfer  Agent  or  Distributors  for  factual  accuracy  as to such  entities,
provided  that  Transfer  Agent or  Distributors  is  provided at least five (5)
Business Days to review such materials.  Neither Transfer Agent nor Distributors
will review such materials for compliance  with applicable  laws.  Company shall
provide  Transfer Agent with copies of all sales  literature and other marketing
materials which refer to the Funds,  Transfer Agent or Distributors  within five
(5) Business Days after their first use, regardless of whether Transfer Agent or
Distributors has previously reviewed such materials. If so requested by Transfer
Agent or  Distributors,  Company  shall  cease to use any  sales  literature  or
marketing  materials  which refer to the Funds,  Transfer Agent or  Distributors
that Transfer Agent or Distributors  determines to be inaccurate,  misleading or
otherwise unacceptable.

8.  FEES AND EXPENSES.

    8.1 FUND REGISTRATION EXPENSES.  Fund or Distributors shall bear the cost of
registration and  qualification  of Fund shares;  preparation and filing of Fund
prospectuses   and  registration   statements,   proxy  materials  and  reports;
preparation  of all  other  statements  and  notices  relating  to the  Fund  or
Distributors  required  by any federal or state law;  payment of all  applicable
fees, including,  without limitation,  any fees due under Rule 24f-2 of the 1940
Act,  relating  to a Fund;  and all taxes on the  issuance  or  transfer of Fund
shares on the Fund's records.

    8.2 CONTRACT REGISTRATION  EXPENSES. The Company shall bear the expenses for
the costs of preparation and filing of the Company's prospectus and registration
statement with respect to the Contracts; preparation of all other statements and
notices  relating  to the  Account or the  Contracts  required by any federal or
state law; expenses for the solicitation and sale of the Contracts including all
costs of printing and distributing all copies of  advertisements,  prospectuses,
Statements of Additional Information,  proxy materials, and reports to Owners or
potential  purchasers  of the  Contracts  as  required by  applicable  state and
federal law; payment of all applicable fees relating to the Contracts; all costs
of drafting,  filing and  obtaining  approvals  of the  Contracts in the various
states under applicable  insurance laws; filing of annual reports on form N-SAR,
and all other costs  associated  with ongoing  compliance with all such laws and
its obligations under this Agreement.

9.  INDEMNIFICATION.

    9.1 INDEMNIFICATION BY COMPANY.

         (a) Company  agrees to indemnify and hold harmless the Funds,  Transfer
Agent and  Distributors  and each of their  directors,  officers,  employees and
agents,  and each person, if any, who controls any of them within the meaning of
Section 15 of the 1933 Act (each, an "Indemnified  Party" and collectively,  the
"Indemnified Parties" for purposes of this Section 9.1) from and against any and
all losses, claims,  damages,  liabilities (including amounts paid in settlement
with the written consent of Company),  and expenses  including  reasonable legal
fees  and  expenses,   (collectively,   hereinafter  "Losses"),   to  which  the
Indemnified Parties may become subject under any statute,  regulation, at common
law or otherwise  insofar as such Losses are related to the sale or  acquisition
of, or investment in, the Funds' shares or the Contracts and:

              (i)  arise  out of or are  based  upon any  untrue  statements  or
alleged  untrue  statements of any material fact  contained in the  registration
statement,  prospectus or sales literature for the Contracts or contained in the
Contracts (or any amendment or supplement to any of the foregoing), or arise out
of or are based upon the  omission  or the alleged  omission to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  PROVIDED that this paragraph  9.1(a) shall not apply as
to any Indemnified Party if such statement or omission or such alleged statement
or omission was made in reliance upon and in conformity with written information
furnished to Company by or on behalf of a Fund,  Distributors  or Transfer Agent
for use in the registration  statement or prospectus for the Contracts or in the
Contracts or in sales  literature  (or any amendment or supplement) or otherwise
for use in connection with the sale of the Contracts or Fund shares; or

              (ii)   arise  out  of,   or  as  a  result   of,   statements   or
representations  (other than statements or representations  provided by Transfer
Agent,  Distributors,  Funds or any person  under  their  control)  or  unlawful
conduct of Company,  its  Designees  or its agents,  with respect to the sale or
distribution of the Contracts or Fund shares; or

              (iii)  arise  out  of  any  untrue  statement  or  alleged  untrue
statement of a material fact contained in a registration statement,  prospectus,
or sales  literature  covering a Fund or any  amendment  thereof  or  supplement
thereto,  or the omission or alleged  omission to state  therein a material fact
required to be stated therein,  or necessary to make the statements  therein not
misleading,  if such a statement  or omission  was made in reliance  upon and in
conformity  with  written  information  furnished to a Fund,  Transfer  Agent or
Distributors by or on behalf of Company; or

              (iv)  arise out of, or as a result  of,  any  material  failure by
Company,  its Designees or persons under the Company's or Designees'  control to
provide the Services and furnish the materials  contemplated  under the terms of
this Agreement; or

              (v)  arise  out of, or result  from,  any  material  breach of any
representation  or warranty made by Company,  its Designees or persons under the
Company's or Designees' control in this Agreement or arise out of or result from
any other material breach of this Agreement by Company. its Designees or persons
under the Company's or Designees'  control; as limited by and in accordance with
the provisions of Sections 9.1(b) and 9.1(c) hereof; or

              (vi) arise out of, or as a result of,  adherence by Transfer Agent
or Distributors to instructions  that it reasonably  believes were originated by
an  authorized  agent of Company.  For purposes of this  paragraph,  "authorized
agent of  Company"  shall  mean any  individual  set forth in  Exhibit E to this
Agreement.  This indemnification provision is in addition to any liability which
the Company or its Designees may otherwise have.

         (b) Company  shall not be liable under this  indemnification  provision
with  respect to any Losses to which an  Indemnified  Party would  otherwise  be
subject by reason of such Indemnified Party's willful misfeasance, bad faith, or
gross  negligence in the  performance of such  Indemnified  Party's duties or by
reason of such Indemnified  Party's reckless  disregard of obligations or duties
under this Agreement or to the Funds, whichever is applicable.

         (c) Company  shall not be liable under this  indemnification  provision
with  respect  to any claim  made  against  an  Indemnified  Party  unless  such
Indemnified  Party shall have  notified  Company in writing  within a reasonable
time after the summons or other first legal process  giving  information  of the
nature of the claim shall have been served upon such Indemnified Party (or after
such  Indemnified  Party  shall  have  received  notice of such  service  on any
designated  agent),  but  failure to notify  Company of any such claim shall not
relieve Company from any liability  which it may have to the  Indemnified  Party
otherwise than on account of this  indemnification  provision.  In case any such
action  is  brought  against  any  Indemnified   Party,   and  it  notified  the
indemnifying Party of the commencement  thereof,  the indemnifying Party will be
entitled to participate  therein and, to the extent that it may wish, assume the
defense thereof, with counsel reasonably satisfactory to such Indemnified Party.
After notice from the indemnifying  Party of its intention to assume the defense
of an action,  the  Indemnified  Party shall bear the expenses of any additional
counsel obtained by it, and the  indemnifying  Party shall not be liable to such
Indemnified   Party  under  this  Section  for  any  legal  or  other   expenses
subsequently  incurred by such Indemnified  Party in connection with the defense
thereof other than reasonable costs of investigation.  The Indemnified Party may
not settle any action without the written consent of the indemnifying Party. The
indemnifying  Party may not settle any action without the written consent of the
Indemnified  Party unless such  settlement  completely and finally  releases the
Indemnified Party from any and all liability. In either event, consent shall not
be unreasonably withheld.

         (d)  The  Indemnified  Parties  will  promptly  notify  Company  of the
commencement of any litigation or proceedings against the Indemnified Parties in
connection  with the  issuance  or sale of Fund shares or the  Contracts  or the
operation of a Fund.

    9.2 INDEMNIFICATION BY TRANSFER AGENT AND DISTRIBUTORS.

         (a)  Transfer  Agent  and  Distributors  agrees to  indemnify  and hold
harmless Company and each of its directors,  officers,  employees and agents and
each person,  if any, who controls  Company  within the meaning of Section 15 of
the 1933 Act (each, an "Indemnified  Party" and  collectively,  the "Indemnified
Parties"  for  purposes of this Section 9.2) from and against any and all Losses
to  which  the  Indemnified  Parties  may  become  subject  under  any  statute,
regulation,  at common law or  otherwise,  insofar as such Losses are related to
the sale or acquisition of, or investment in, the Funds' shares or the Contracts
and:

              (i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration statement or
prospectus or sales  literature of a Fund (or any amendment or supplement to any
of the foregoing), or arise out of or are based upon the omission or the alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the  statements  therein not  misleading,  PROVIDED  that this
Section 9.2(a) shall not apply as to any Indemnified  Party if such statement or
omission or such alleged  statement or omission was made in reliance upon and in
conformity  with  written  information  furnished to a Fund,  Transfer  Agent or
Distributors by or on behalf of Company for use in the registration statement or
prospectus for a Fund or in sales literature (or any amendment or supplement) or
otherwise for use in  connection  with the sale of the Contracts or Fund shares;
or

              (ii)   arise  out  of,   or  as  a  result   of,   statements   or
representations  (other than statements or representations  provided by Company,
its Designee or any person under their control) or unlawful  conduct of Transfer
Agent or Distributors or persons under its control,  with respect to the sale or
distribution of Fund shares; or

              (iii)  arise  out  of  any  untrue  statement  or  alleged  untrue
statement of a material fact contained in a registration statement,  prospectus,
or  sales  literature  covering  the  Contracts,  or any  amendment  thereof  or
supplement  thereto,  or the  omission or alleged  omission  to state  therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading,  if such statement or omission was made in reliance upon
and in conformity with written information  furnished to Company by or on behalf
of Transfer Agent or Distributors; or

              (iv)  arise out of, or as a result  of,  any  material  failure by
Transfer  Agent,  Distributors  or the Funds or  persons  under its  control  to
provide the Services and furnish the materials  contemplated  under the terms of
this Agreement; or

              (v)  arise  out of or  result  from  any  material  breach  of any
representation or warranty made by Transfer Agent,  Distributors or the Funds or
persons  under its control in this  Agreement or arise out of or result from any
other material breach of this Agreement by Transfer  Agent,  Distributors or the
Funds or persons  under its control;  as limited by and in  accordance  with the
provisions of Sections 9.2(b) and 9.2(c) hereof.

         This  indemnification  provision is in addition to any liability  which
Transfer Agent and Distributors may otherwise have.

         (b)  Transfer  Agent and  Distributors  shall not be liable  under this
indemnification  provision  with  respect to any Losses to which an  Indemnified
Party would otherwise be subject by reason of such  Indemnified  Party's willful
misfeasance,  bad  faith,  or  gross  negligence  in  the  performance  of  such
Indemnified  Party's duties or by reason of such  Indemnified  Party's  reckless
disregard  of  obligations  and duties  under  this  Agreement  or the  Account,
whichever is applicable.

         (c)  Transfer  Agent and  Distributors  shall not be liable  under this
indemnification  provision with respect to any claim made against an Indemnified
Party  unless such  Indemnified  Party shall have  notified  Transfer  Agent and
Distributors  in writing  within a  reasonable  time after the  summons or other
first legal  process  giving  information  of the nature of the claim shall have
been served upon such Indemnified  Party (or after such Indemnified  Party shall
have received  notice of such service on any designated  agent),  but failure to
notify  Transfer  Agent and  Distributors  of any such claim  shall not  relieve
Transfer  Agent and  Distributors  from any  liability  which it may have to the
Indemnified Party otherwise than on account of this  indemnification  provision.
In case any such  action  is  brought  against  any  Indemnified  Party,  and it
notified the indemnifying  Party of the commencement  thereof,  the indemnifying
Party will be entitled  to  participate  therein  and, to the extent that it may
wish, assume the defense thereof,  with counsel reasonably  satisfactory to such
Indemnified  Party. After notice from the indemnifying Party of its intention to
assume the defense of an action,  the Indemnified  Party shall bear the expenses
of any additional  counsel obtained by it, and the indemnifying  Party shall not
be liable to such  Indemnified  Party under this  Section for any legal or other
expenses  subsequently incurred by such Indemnified Party in connection with the
defense thereof other than reasonable  costs of  investigation.  The Indemnified
Party may not settle any action without the written consent of the  indemnifying
Party.  The  indemnifying  Party may not settle any action  without  the written
consent of the Indemnified  Party unless such settlement  completely and finally
releases the  Indemnified  Party from any and all  liability.  In either  event,
consent shall not be unreasonably withheld.

         (d) The  Indemnified  Parties will promptly  notify  Transfer Agent and
Distributors of the  commencement  of any litigation or proceedings  against the
Indemnified  Parties in connection with the issuance or sale of the Contracts or
the operation of the Account.

10.      POTENTIAL CONFLICTS.

    10.1  MONITORING BY DIRECTORS  FOR  CONFLICTS OF INTEREST.  The Directors of
each  Fund  will  monitor  the  Fund  for any  potential  or  existing  material
irreconcilable conflict of interest between the interests of the contract owners
of all separate  accounts  investing  in the Fund,  including  such  conflict of
interest  with  any  other  separate  account  of any  other  insurance  company
investing  in the Fund.  An  irreconcilable  material  conflict  may arise for a
variety of reasons,  including:  (a) an action by any state insurance regulatory
authority;  (b) a change in  applicable  federal  or state  insurance,  tax,  or
securities  laws or  regulations,  or a public  ruling,  private  letter ruling,
no-action or  interpretive  letter,  or any similar action by insurance,  tax or
securities regulatory authorities; (c) an administrative or judicial decision in
any relevant proceeding; (d) the manner in which the investments of the Fund are
being managed; (e) a difference in voting instructions given by variable annuity
contract  owners and  variable  life  insurance  contract  owners or by contract
owners of  different  life  insurance  companies  utilizing  the Fund;  or (f) a
decision  by  Company  to  disregard  the voting  instructions  of  Owners.  The
Directors shall promptly inform the Company,  in writing, if they determine that
an irreconcilable material conflict exists and the implications thereof.

    10.2  MONITORING BY THE COMPANY FOR CONFLICTS OF INTEREST.  The Company will
promptly notify the Directors, in writing, of any potential or existing material
irreconcilable  conflicts  of interest,  as described in Section 10.1 above,  of
which it is aware.  The Company will assist the  Directors in carrying out their
responsibilities  under any applicable provisions of the federal securities laws
and any exemptive  orders granted by the SEC ("Exemptive  Order"),  by providing
the Directors, in a timely manner, with all information reasonably necessary for
the Directors to consider any issues raised.  This includes,  but is not limited
to, an obligation by the Company to inform the Directors  whenever  Owner voting
instructions are disregarded.

    10.3  REMEDIES.  If it is  determined by a majority of the  Directors,  or a
majority of disinterested  Directors,  that a material  irreconcilable  conflict
exists,  as  described  in Section  10.1 above,  the Company  shall,  at its own
expense  take   whatever   steps  are  necessary  to  remedy  or  eliminate  the
irreconcilable  material conflict, up to and including,  but not limited to: (a)
withdrawing  the assets  allocable to some or all of the separate  accounts from
the  applicable  Fund and  reinvesting  such  assets in a  different  investment
medium,  including (but not limited to) another fund managed by Transfer  Agent,
or submitting the question whether such  segregation  should be implemented to a
vote of all affected Owners and, as  appropriate,  segregating the assets of any
particular  group that votes in favor of such  segregation,  or  offering to the
affected owners the option of making such a change;  and (b)  establishing a new
registered management investment company or managed separate account.

    10.4 CAUSES OF CONFLICTS OF INTEREST.

         (a) STATE INSURANCE REGULATORS.  If a material  irreconcilable conflict
arises because a particular state insurance  regulator's  decision applicable to
the Company  conflicts  with the  majority of other state  regulators,  then the
Company will withdraw the affected  Account's  investment in the applicable Fund
and terminate  this  Agreement with respect to such Account within the period of
time permitted by such decision, but in no event later than six months after the
Directors  inform  the  Company  in  writing  that it has  determined  that such
decision has created an irreconcilable  material  conflict;  PROVIDED,  HOWEVER,
that such withdrawal and termination  shall be limited to the extent required by
the foregoing  material  irreconcilable  conflict as determined by a majority of
the  disinterested  Directors.  Until  the  end of  the  foregoing  period,  the
Distributors  and Funds  shall  continue to accept and  implement  orders by the
Company for the purchase  (and  redemption)  of shares of the Fund to the extent
such actions do not violate applicable law.

         (b) DISREGARD OF OWNER VOTING.  If a material  irreconcilable  conflict
arises because of Company's decision to disregard Owner voting  instructions and
that decision  represents a minority position or would preclude a majority vote,
Company may be required,  at the  applicable  Fund's  election,  to withdraw the
Account's  investment in said Fund. No charge or penalty will be imposed against
the Account as a result of such withdrawal.

    10.5 LIMITATIONS ON CONSEQUENCES. For purposes of Sections 10.3 through 10.5
of this  Agreement,  a majority of the  disinterested  Directors shall determine
whether any proposed  action  adequately  remedies any  irreconcilable  material
conflict.  In no  event  will a Fund,  Transfer  Agent  or the  Distributors  be
required to establish a new funding medium for any of the Contracts. The Company
shall not be required by Section 10.3 to establish a new funding  medium for the
Contracts if an offer to do so has been declined by vote of a majority of Owners
affected  by the  irreconcilable  material  conflict.  In  the  event  that  the
Directors  determine  that any proposed  action does not  adequately  remedy any
irreconcilable  material conflict,  then the Company will withdraw the Account's
investment in the applicable Fund and terminate this Agreement as quickly as may
be required to comply with  applicable  law,  but in no event later than six (6)
months  after the  Directors  inform the  Company  in  writing of the  foregoing
determination,  PROVIDED, HOWEVER, that such withdrawal and termination shall be
limited to the extent required by any such material irreconcilable conflict.

    10.6  CHANGES IN LAWS.  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
provision of the Act or the rules  promulgated  thereunder with respect to mixed
or shared  funding  (as  defined  in the  Funds'  Exemptive  Order) on terms and
conditions  materially  different from those  contained in the Funds'  Exemptive
Order, then (a) the Funds and/or Transfer Agent, as appropriate, shall take such
steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and
Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections
10.1, 10.2, 10.3 and 10.4 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.

11. MAINTENANCE OF RECORDS.

         (a) Recordkeeping and other administrative  services to Owners shall be
the  responsibility  of the Company and shall not be the  responsibility  of the
Funds,  Transfer  Agent or  Distributors.  None of the Funds,  Transfer Agent or
Distributors  shall maintain  separate  accounts or records for Owners.  Company
shall  maintain and preserve all records as required by law to be maintained and
preserved in connection  with providing the Services and in making shares of the
Funds available to the Account.

         (b) Upon the request of  Transfer  Agent or  Distributors,  the Company
shall provide  copies of all the  historical  records  relating to  transactions
between the Funds and the Account, written communications regarding the Funds to
or from the Account and other  materials,  in each case (1) as are maintained by
the  Company in the  ordinary  course of its  business  and in  compliance  with
applicable  law, and (2) as may reasonably be requested to enable Transfer Agent
and  Distributors,  or its  representatives,  including  without  limitation its
auditors or legal  counsel,  to (A) monitor and review the Services,  (B) comply
with any request of a governmental body or  self-regulatory  organization or the
Owners,  (C) verify  compliance by the Company with the terms of this Agreement,
(D) make  required  regulatory  reports,  (E)  verify  to  Advisor's  reasonable
satisfaction  that all purchase and redemption  orders aggregated for each Trade
Date were  received by Company prior to the close of trading on the NYSE on such
Trade Date, or (F) perform general customer supervision. The Company agrees that
it will permit Transfer Agent and Distributors or such representatives of either
to have  reasonable  access to its  personnel and records in order to facilitate
the monitoring of the quality of the Services.

         (c) Upon the request of the Company,  Transfer  Agent and  Distributors
shall provide  copies of all the  historical  records  relating to  transactions
between the Funds and the Account, written communications regarding the Funds to
or from the Account and other  materials,  in each case (1) as are maintained by
Transfer Agent and  Distributors,  as the case may be, in the ordinary course of
its business and in compliance with applicable law, and (2) as may reasonably be
requested  to enable the  Company,  or its  representatives,  including  without
limitation  its auditors or legal  counsel,  to (A) comply with any request of a
governmental  body or  self-regulatory  organization  or the Owners,  (B) verify
compliance by Transfer Agent and Distributors  with the terms of this Agreement,
(C)  make  required   regulatory   reports,  or  (D)  perform  general  customer
supervision.

         (d) The Parties  agree to cooperate in good faith in providing  records
to one another pursuant to this Section 11.

12. TERM AND TERMINATION.

    12.1 TERM AND  TERMINATION  WITHOUT CAUSE.  This Agreement shall continue in
full force and effect  unless  terminated  by any Party upon six months  advance
written notice or for one or more of the reasons noted in 12.2 through 12.4.

    12.2 TERMINATION BY FUND, DISTRIBUTORS OR TRANSFER AGENT FOR CAUSE. Transfer
Agent,  Fund or  Distributors  may terminate this Agreement by written notice to
the Company,  if any of them shall determine,  in its sole judgment exercised in
good faith,  that (a) the Company has suffered a material  adverse change in its
business,  operations,  financial  condition or prospects since the date of this
Agreement  or is the subject of material  adverse  publicity;  or (b) any of the
Contracts are not registered, issued or sold in accordance with applicable state
and federal law or such law precludes  the use of Fund shares as the  underlying
investment media of the Contracts issued or to be issued by the Company.

    12.3 TERMINATION BY COMPANY FOR CAUSE.  Company may terminate this Agreement
by written notice to Transfer Agent,  Funds and  Distributors,  if Company shall
determine,  in its sole  judgment  exercised in good faith,  that (a) any of the
Fund shares are not  registered,  issued or sold in accordance  with  applicable
state  or  federal  law or such  law  precludes  the use of such  shares  as the
underlying  investment  media of the  Contracts  issued  or to be  issued by the
Company;  (b) a Fund ceases to qualify as a Regulated  Investment  Company under
Subchapter M of the Code or under any successor or similar provision,  or if the
Company  reasonably  believes that a Fund may fail to so qualify;  or (c) a Fund
fails to meet the diversification requirements specified in Section 6.4(a) or if
the   Company   reasonably   believes   that  a  Fund  may  fail  to  meet  such
diversification  requirements  or (d) Transfer Agent,  Fund or Distributors  has
suffered  a  material  adverse  change in its  business,  operations,  financial
condition  or  prospects  since the date of this  Agreement or is the subject of
material adverse publicity.

    12.4  TERMINATION  BY ANY PARTY.  This Agreement may be terminated as to any
Fund by any Party at any time (a) by giving 30 days' written notice to the other
Parties in the event of a material  breach of this  Agreement by the other Party
or  Parties  that is not  cured  during  such  30-day  period,  and (b) (i) upon
institution  of formal  proceedings  relating  to the  legality of the terms and
conditions of this Agreement  against the Account,  Company,  any Designee,  the
Funds,  Transfer  Agent  or  Distributors  by the  NASD,  the  SEC or any  other
regulatory body provided that the terminating Party has a reasonable belief that
the institution of formal  proceedings is not without foundation and will have a
material  adverse impact on the  terminating  Party,  (ii) by the  non-assigning
Party  upon the  assignment  of this  Agreement  in  contravention  of the terms
hereof,  or (iii) as is  required  by law,  order or  instruction  by a court of
competent jurisdiction or a regulatory body or self-regulatory organization with
jurisdiction over the terminating Party.

    12.5 LIMIT ON TERMINATION. Notwithstanding the termination of this Agreement
with  respect  to  any or  all  Funds,  for so  long  as  any  Contracts  remain
outstanding  and invested in a Fund each Party to this Agreement  shall continue
to perform  such of its duties under this  Agreement as are  necessary to ensure
the  continued  tax  deferred   status  thereof  and  the  payment  of  benefits
thereunder,  except to the extent proscribed by law, the SEC or other regulatory
body.  Notwithstanding  the foregoing,  nothing in this Section 12.5 obligates a
Fund to continue in  existence.  In the event that any Fund elects to  terminate
its operations,  the Company shall, as soon as practicable,  obtain an exemptive
order or order  of  substitution  from the SEC to  remove  all  Owners  from the
applicable Fund.

13. NOTICES.

    All notices  under this  Agreement  shall be given in writing  (and shall be
deemed  to have been  duly  given  upon  receipt)  by  delivery  in  person,  by
facsimile,  by registered or certified  mail or by overnight  delivery  (postage
prepaid, return receipt requested) to the respective Parties as follows:

                  If to Strong Variable:

                      Strong Variable Insurance Funds, Inc.
                      100 Heritage Reserve
                      Milwaukee, WI  53051
                      Attention: General Counsel
                      Facsimile No.:  414/359-3948

                  If to Opportunity Fund II:

                      Strong Opportunity Fund II, Inc.
                      100 Heritage Reserve
                      Milwaukee, WI  53051
                      Attention: General Counsel
                      Facsimile No.:  414/359-3948

                  If to Transfer Agent:

                      Strong Investor Services, Inc.
                      100 Heritage Reserve
                      Milwaukee, WI  53051
                      Attention: General Counsel
                      Facsimile No.:  414/359-3948

                  If to Distributors:

                      Strong Investments, Inc.
                      100 Heritage Reserve
                      Milwaukee, WI  53051
                      Attention: General Counsel
                      Facsimile No.:  414/359-3948

                  If to Company:

                      First Security Benefit Life Insurance
                      and Annuity Company of New York
                      70 W. Red Oak Lane
                      White Plains, NY 10604
                      Attention: Chief Administrative Officer
                      Facsimile No.: (914) 697-4912

                  With a copy to:

                      First Security Benefit Life Insurance
                      and Annuity Company of New York
                      One Security Benefit Place
                      Topeka, Kansas 66636
                      Attention:  General Counsel
                      Facsimile No.:  (785) 438-3080

14.      MISCELLANEOUS.

    14.1. CAPTIONS.  The captions in this Agreement are included for convenience
of  reference  only and in no way  affect  the  construction  or  effect  of any
provisions hereof.

    14.2. ENFORCEABILITY. If any portion of this Agreement shall be held or made
invalid by a court decision,  statute,  rule or otherwise,  the remainder of the
Agreement shall not be affected thereby.

    14.3. COUNTERPARTS.  This Agreement may be executed simultaneously in two or
more  counterparts,  each of which taken together  shall  constitute one and the
same instrument.

    14.4. REMEDIES NOT EXCLUSIVE. The rights, remedies and obligations contained
in this  Agreement  are  cumulative  and are in  addition to any and all rights,
remedies  and  obligations,  at law or in  equity,  which  the  Parties  to this
Agreement are entitled to under state and federal laws.

    14.5.  CONFIDENTIALITY.  Each Party  agrees to take all steps  necessary  to
comply with all  applicable  laws,  rules and  regulations  (including,  without
limitation,  the Securities and Exchange  Commission  Regulation S-P) protecting
the privacy of consumer  nonpublic  personal  financial  information  ("Consumer
Information")  disclosed to each Party under this  Agreement.  Each Party agrees
not to disclose or use Consumer Information other than to carry out the purposes
for which such Consumer  Information  is disclosed or as otherwise  permitted by
law.

    14.6.  GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance  with the  internal  laws of the  State of  Wisconsin  applicable  to
agreements fully executed and to be performed therein; exclusive of conflicts of
laws.

    14.7. SURVIVABILITY.  Sections 6, 7.2, 7.3, 7.4, 9, 11 and 12.5 hereof shall
survive  termination  of this  Agreement.  In addition,  all  provisions of this
Agreement  shall  survive  termination  of this  Agreement in the event that any
Contracts are invested in a Fund at the time the termination  becomes  effective
and shall survive for so long as such Contracts remain so invested.

    14.8.  AMENDMENT  AND  WAIVER.  No  modification  of any  provision  of this
Agreement  will be binding  unless in writing  and  executed  by the Party to be
bound  thereby.  No waiver of any  provision of this  Agreement  will be binding
unless  in  writing  and   executed   by  the  Party   granting   such   waiver.
Notwithstanding  anything in this Agreement to the contrary,  Transfer Agent may
unilaterally  amend  Exhibit A to this  Agreement  to add  additional  series of
Strong Variable Funds ("New Funds") as Funds by sending to the Company a written
notice of the New Funds provided, however, that Company shall have no obligation
to make New Funds  available in the  Contracts.  Any valid waiver of a provision
set forth  herein shall not  constitute a waiver of any other  provision of this
Agreement.  In addition,  any such waiver shall  constitute a present  waiver of
such  provision  and shall not  constitute  a  permanent  future  waiver of such
provision.

    14.9.  ASSIGNMENT.  This Agreement  shall be binding upon and shall inure to
the benefit of the Parties and their respective successors and assigns.  Neither
this Agreement nor any rights, privileges,  duties or obligations of the Parties
may be assigned by any Party without the written consent of the other Parties or
as expressly  contemplated by this  Agreement;  provided,  however,  that either
Party may assign its rights and  obligations  pursuant to this  Agreement to any
entity that  controls,  is  controlled  by or is under common  control with that
Party so long as,  by the terms of such  assignment,  the  ultimate  controlling
entity of the assigning Party agrees to be liable for all financial  obligations
of the assigning Party created under this Agreement.

    14.10.  ENTIRE  AGREEMENT.  This  Agreement  contains  the full and complete
understanding  between the Parties with respect to the transactions  covered and
contemplated  under this  Agreement,  and  supersedes  all prior  agreements and
understandings  between the  Parties  relating  to the  subject  matter  hereof,
whether oral or written, express or implied.

    14.11.  RELATIONSHIP  OF  PARTIES;  NO JOINT  VENTURE,  ETC.  Except for the
limited  purpose  provided in Section 3.8, it is understood  and agreed that the
Company and each of its Designees  shall be acting as an independent  contractor
and not as an employee or agent of Transfer  Agent,  Distributors  or the Funds,
and none of the  Parties  shall hold  itself out as an agent of any other  Party
with the authority to bind such Party.  Neither the execution nor performance of
this  Agreement  shall be deemed to create a partnership or joint venture by and
among any of the Company, any Designees, Funds, Transfer Agent, or Distributors.

    14.12.  EXPENSES.  All expenses incident to the performance by each Party of
its respective duties under this Agreement shall be paid by that Party.

    14.13. TIME OF ESSENCE. Time shall be of the essence in this Agreement.

    14.14.  NON-EXCLUSIVITY.  Each of the Parties  acknowledges  and agrees that
this  Agreement  and  the  arrangements  described  herein  are  intended  to be
non-exclusive  and  that  each of the  Parties  is free to  enter  into  similar
agreements and arrangements with other entities.

    14.15. OPERATIONS OF FUNDS. In no way shall the provisions of this Agreement
limit the authority of the Funds,  Transfer Agent or  Distributors  to take such
action as it may deem  appropriate  or advisable in connection  with all matters
relating to the  operation  of such Fund and the sale of its  shares.  In no way
shall the  provisions  of this  Agreement  limit the authority of the Company to
take such action as it may deem  appropriate or advisable in connection with all
matters  relating to the provision of Services or the shares of funds other than
the Funds offered to the Account.

                              FIRST SECURITY BENEFIT LIFE INSURANCE
                              AND ANNUITY COMPANY OF NEW YORK

                              By:   ROGER K. VIOLA
                                    --------------------------------------------
                              Name: Roger K. Viola
                              Title: Vice President, General Counsel & Secretary


                              STRONG INVESTOR SERVICES, INC.

                              ROBERT G. UECKER, JR.
                              --------------------------------------------------
                              Robert G. Uecker, Jr.
                              Assistant Secretary


                              STRONG INVESTMENTS, INC.

                              CONSTANCE WICK
                              --------------------------------------------------
                              Constance R. Wick
                              Assistant Secretary


                              STRONG VARIABLE INSURANCE FUNDS, INC.
                              on behalf of the Designated Portfolios

                              SUSAN A. HOLLISTER
                              --------------------------------------------------
                              Susan A. Hollister
                              Vice President and Assistant Secretary


                              STRONG OPPORTUNITY FUND II, INC.

                              SUSAN A. HOLLISTER
                              --------------------------------------------------
                              Susan A. Hollister
                              Vice President and Assistant Secretary

                                    EXHIBIT A

The following is a list of Designated Portfolios under this Agreement:

         (None)

                                    EXHIBIT B

                                  THE SERVICES


   Company or its Designees shall perform the following services.  Such services
shall be the  responsibility of the Company and shall not be the  responsibility
of the Funds, Transfer Agent or Distributors.

   1. Maintain  separate  records for each Account,  which records shall reflect
Fund shares ("Shares") purchased and redeemed,  including the date and price for
all  transactions,  Share  balances,  and the name and  address  of each  Owner,
including zip codes and tax identification numbers.

   2.  Credit  contributions  to  individual  Owner  accounts  and  invest  such
contributions in shares of the Funds consistent with the terms of the Contracts.

   3. Disburse or credit to the Owners, and maintain records of, all proceeds of
redemptions of Fund shares and all other distributions not reinvested in shares.

   4. Prepare and transmit to the Owners,  periodic account statements  showing,
among  other  things,  the total  number of  accumulation  units owned under the
Contract  as of  the  statement  closing  date,  purchases  and  redemptions  of
accumulation  units during the period covered by the  statement,  and such other
information pertaining to the account as may be required by law.

   5. Transmit to the Owners, as required by applicable law, prospectuses, proxy
materials,  shareholder  reports,  and other  information  provided  by Transfer
Agent,  Distributors or Funds and required to be sent to shareholders  under the
Federal securities laws.

   6. Transmit to Distributors purchase orders and redemption requests placed by
the Account and arrange for the transmission of funds to the Funds.

   7. Transmit to  Distributors  such  periodic  reports as  Distributors  shall
reasonably  conclude is necessary to enable the Funds to comply with  applicable
Federal securities and state Blue Sky requirements.

   8. Transmit to each Owner  confirmations  of purchase  orders and  redemption
requests placed by each Owner.

   9.  Maintain  all  account  balance  information  for the  Account  as may be
required by law.

   10.  Prepare,  transmit  and file any  Federal,  state and  local  government
reports and returns as required by law with respect to each  account  maintained
on behalf of the Account.

   11. Respond to Owners' inquiries regarding, among other things, share prices,
account  balances,  dividend  options,  dividend  amounts,  and dividend payment
dates.

                         EXHIBIT C--ACCOUNT INFORMATION
   (FOR ACCOUNTS TO HAVE DIVIDENDS AND CAPITAL GAINS REINVESTED AUTOMATICALLY)


1.   Entity in whose name each        First Security Benefit Life Insurance
     Account will be opened:          and Annuity Company of New York
     Mailing address:                 70 West Red Oak Lane, 4th Floor
                                      White Plains, New York 10604

2.   Employer ID number (FOR INTERNAL USAGE ONLY):  13-3797548

3.  Authorized  contact persons:  The following persons are authorized on behalf
    of the Company to effect transactions in each Account:

    Name: Cathy Ward                  Phone: 785-438-3512
    Name: Melissa Fuhrman             Phone: 785-438-3045
    Name: Mark Sanderson              Phone: 785-438-3609
    Name: Tammy Brownfield            Phone: 785-438-3279

4.  Will the Accounts have telephone exchange?         Yes        X  No
                                                  -----         -----

    (THIS OPTION LETS COMPANY  REDEEM SHARES BY TELEPHONE AND APPLY THE PROCEEDS
    FOR PURCHASE IN ANOTHER IDENTICALLY REGISTERED ACCOUNT.)

5.  Will the Accounts have telephone redemption?       Yes       X   No
                                                  -----         -----

    (THIS  OPTION LETS COMPANY SELL SHARES BY  TELEPHONE.  THE PROCEEDS  WILL BE
    WIRED TO THE BANK ACCOUNT SPECIFIED BELOW.)

6.  All dividends and capital gains will be reinvested automatically.

7.  Instructions for all outgoing wire transfers:  UMB Bank, na, Kansas City, MO
                                                   ABA # 101000695
                                                   Acct# 9870857391
                                                   FSBL Operating Acct.

8.  COMPANY CERTIFIES UNDER PENALTY OF PERJURY THAT:

    (i) THE NUMBER SHOWN ON THIS FORM IS THE CORRECT EMPLOYER ID NUMBER (OR THAT
COMPANY IS WAITING TO BE ISSUED AN EMPLOYER ID NUMBER), AND

    (ii)  COMPANY IS NOT  SUBJECT TO BACKUP  WITHHOLDING  BECAUSE (A) COMPANY IS
EXEMPT FROM  BACKUP  WITHHOLDING,  OR (B)  COMPANY HAS NOT BEEN  NOTIFIED BY THE
INTERNAL  REVENUE SERVICE ("IRS") THAT IT IS SUBJECT TO BACKUP  WITHHOLDING AS A
RESULT OF  FAILURE  TO REPORT  ALL  INTEREST  OR  DIVIDENDS,  OR (C) THE IRS HAS
NOTIFIED THE COMPANY THAT IT IS NO LONGER SUBJECT TO BACKUP WITHHOLDING.

(CROSS OUT (ii) IF COMPANY  HAS BEEN  NOTIFIED  BY THE IRS THAT IT IS SUBJECT TO
BACKUP  WITHHOLDING  BECAUSE OF UNDERREPORTING  INTEREST OR DIVIDENDS ON ITS TAX
RETURN.)

    THE IRS DOES NOT REQUIRE COMPANY'S CONSENT TO ANY PROVISION OF THIS DOCUMENT
OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.

          ROGER K. VIOLA                                   5/21/02
-----------------------------------          -----------------------------------
(SIGNATURE OF AUTHORIZED OFFICER)            (DATE)

(Company  shall  inform  Transfer  Agent  and  Distributors  of any  changes  to
information  provided in this Account Information Form pursuant to Section 13 of
the Agreement.)

PLEASE  NOTE:   DISTRIBUTORS  EMPLOYS  REASONABLE  PROCEDURES  TO  CONFIRM  THAT
INSTRUCTIONS  COMMUNICATED  BY  TELEPHONE  ARE GENUINE AND MAY NOT BE LIABLE FOR
LOSSES DUE TO UNAUTHORIZED OR FRAUDULENT INSTRUCTIONS. PLEASE SEE THE PROSPECTUS
FOR THE  APPLICABLE  FUND FOR MORE  INFORMATION  ON THE  TELEPHONE  EXCHANGE AND
REDEMPTION PRIVILEGES.

                                    EXHIBIT D

                          Billing and Count Information


1.  Contact person to receive administrative fees:

    Name:              Denise Machell
    Title:             Staff Accountant III
    Company Name:      First Security Benefit Life Insurance & Annuity
                       Company of New York
    Address:           One Security Benefit Place
    City, State, Zip:  Topeka, Kansas 66636-0001
    Phone Number:      785-438-3443
    Fax Number:        785-368-1356
    E-mail address:    denise.machell@securitybenefit.com


2.  Contact person that will furnish participant/shareholder counts:

    Name:              Michele L. Berry
    Title:             Investment Relations Representative
    Company Name:      Security Benefit Group, Inc.
    Address:           One Security Benefit Place
    City, State, Zip:  Topeka, KS 66636-0001
    Phone Number:      785-438-5135
    Fax Number:        785-438-1763
    E-mail address:    michele.berry@securitybenefit.com

                                    EXHIBIT E

                      (list of authorized representatives)


See Exhibit C.

           Re: Fee Letter Relating to the First Security Benefit Life
       Insurance and Annuity Company of New York Participation Agreement.

Dear Mr. Viola:

   Pursuant  to  the  Participation  Agreement  by  and  among  Strong  Investor
Services,  Inc.  ("Strong"),  First Security  Benefit Life Insurance and Annuity
Company of New York (the  "Company"),  Strong Variable  Insurance  Funds,  Inc.,
Strong Opportunity Fund II, Inc. and Strong Investments,  Inc.  ("Distributors")
dated May 21, 2002 (the  "Participation  Agreement"),  the Company  will provide
certain administrative services on behalf of the registered investment companies
or series  thereof  specified in Exhibit A (each a "Fund" and  collectively  the
"Funds").

   In recognition of the reduction in administrative  expenses that derives from
the  performance  of said  administrative  services,  Strong  agrees  to pay the
Company the fee  specified  below for each Fund  specified  in Exhibit A to this
Agreement.

      (a) For average  aggregate amounts (as calculated in paragraph (b), below)
   invested through variable  insurance  products issued by the Company with the
   Funds,  the monthly fee shall equal the  percentage  (calculated in paragraph
   (b),  below) of the applicable  annual fee for each Fund specified in Exhibit
   A.

      (b) For purposes of computing the fee contemplated in paragraph (a) above,
   Strong shall  calculate and pay to the Company an amount with respect to each
   Fund equal to the  product  of: (a) the product of (i) the number of calendar
   days in the  applicable  month divided by the number of calendar days in that
   year (365 or 366 as applicable) and (ii) the applicable  percentage specified
   in Exhibit A, to this  Agreement,  multiplied by (b) the average daily market
   value of the  investments  held in such Fund  pursuant  to the  Participation
   Agreement  computed by totaling  the  aggregate  investment  (share net asset
   value  multiplied  by the total number of shares held) on each day during the
   calendar month and dividing by the total number of days during such month.

      (c) Strong shall  calculate  the amount of the payment to be made pursuant
   to this Letter Agreement at the end of each calendar month and will make such
   payment to the Company within 30 days after  receiving the report  referenced
   in paragraph (e),  below.  Fees will be paid, at Strong's  election,  by wire
   transfer or by check.  All payments under this Agreement  shall be considered
   final unless disputed by the Company in writing within 60 days of receipt.

      (d) The  parties  agree that the fees  contemplated  herein are solely for
   shareholder  servicing  and other  administrative  services  provided  by the
   Company and do not constitute payment in any manner for investment  advisory,
   distribution, trustee, or custodial services.

      (e) The  Company  agrees to  provide  Strong by the 15th day of each month
   with a report  which  indicates  the  number  of Owners  that hold  through a
   Contract interests in each Fund as of the last day of the prior month.

      (f) If  requested  in writing  by Strong,  and at  Strong's  expense,  the
   Company  shall  provide to Strong,  by February 14th of each year, a "Special
   Report" from a nationally recognized accounting firm reasonably acceptable to
   Strong which substantiates for each month of the prior calendar year: (a) the
   number of Owners that hold,  through an Account,  interests  in each  Account
   maintained by the Company on the last day of each month which held shares for
   which the fee  provided  for in this  Letter  Agreement  was  received by the
   Company,  (b) that any fees  billed to Strong for such month were  accurately
   determined  in  accordance  with this  Letter  Agreement,  and (c) such other
   information in connection with this Agreement and the Participation Agreement
   as may be reasonably requested by Strong.

      (g) The  parties to the  Participation  Agreement  agree  that  Strong may
   unilaterally amend Exhibit A to the Participation Agreement to add additional
   investment  companies or series thereof ("New Funds") as Funds subject to the
   provisions  of this  Letter  Agreement  by sending  to the  Company a written
   notice  of the New Funds and  indicating  therein  the fees to be paid to the
   Company with respect to the administrative  services provided pursuant to the
   Participation Agreement in connection with such New Funds.

      (h) The  obligation  to pay the fees  specified  in this Letter  Agreement
   shall survive the termination of the Participation  Agreement for a period of
   one year from the date of  termination,  provided  that Company  continues to
   provide  Services to the Owners with respect to those assets  invested in the
   Funds and provided that the  Participation  Agreement has not been terminated
   because  of an  event  described  in  Sections  12.2,  12.3  or  12.4  of the
   Participation  Agreement.  Company agrees that in the event of termination it
   will provide Transfer Agent with any reports and certificates as requested by
   Transfer  Agent to  determine  that the  continued  payment  of fees has been
   calculated in accordance with this Letter Agreement.

      (i) Capitalized  terms not otherwise defined herein shall have the meaning
   assigned to them in the Participation Agreement.

   If you are in agreement with the foregoing,  please sign and date below where
indicated and return one copy of this signed letter agreement to me.

                                        Very truly yours,



                                        Strong Investor Services, Inc.


Accepted and agreed to as of May 21, 2002.

FIRST SECURITY BENEFIT LIFE INSURANCE
AND ANNUITY COMPANY OF NEW YORK

ROGER K. VIOLA
---------------------------------------------------
By:
Name:   Roger K. Viola
Title:  Vice President, General Counsel & Secretary

                             EXHIBIT A TO FEE LETTER

The Funds subject to this Agreement and applicable annual fees are as follows:

FUND                                                 ANNUAL FEE
----                                                 ----------

Strong Opportunity Fund II (Investor Class)             .30%