Exhibit 8.2(d)

                                SERVICE AGREEMENT

     This Agreement is entered into effective as of the      day of
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              , 2003, by and between FIDELITY INVESTMENTS INSTITUTIONAL
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OPERATIONS COMPANY, INC. ("FIIOC") and XXXXXX ("Company").

     WHEREAS, FIIOC provides transfer agency and other services to Fidelity's
Variable Insurance Products Fund, Variable Insurance Products Fund II and
Variable Insurance Products Fund III (collectively "Funds"); and

     WHEREAS, the services provided by FIIOC on behalf of the Funds include
responding to inquiries about the Funds, including the provision of information
about the Funds' investment objectives, investment policies, portfolio holdings,
etc.; and

     WHEREAS, Company holds shares of the Funds in order to fund certain
variable annuity contracts, group annuity contracts, and/or variable life
insurance policies, the beneficial interests in which are held by individuals,
plan trustees, or others who look to Company to provide information about the
Funds similar to the information provided by FIIOC; and

     WHEREAS, the Company and one or more of the Funds have entered into one or
more Participation Agreements, under which the Company agrees not to provide
information about the Funds except for information provided by the Funds or
their designees; and

     WHEREAS, FIIOC and Company desire that Company be able to respond to
inquiries about the Funds from individual variable annuity owners, participants
in group annuity contracts issued by the Company, and owners and participants
under variable life insurance policies issued by the Company, and prospective
customers for any of the above; and

     WHEREAS, FIIOC and Company recognize that Company's efforts in responding
to customer inquiries will reduce the burden that such inquiries would place on
FIIOC should such inquiries be directed to FIIOC.

     NOW, THEREFORE, the parties do agree as follows:

     1. Information to be Provided to Company. FIIOC agrees to provide to
Company, on a periodic basis, directly or through a designee, information about
the Funds' investment objectives, investment policies, portfolio holdings,
performance, etc. The content and format of such information shall be as FIIOC,
in its sole discretion, shall choose. FIIOC may change the format and/or content
of such informational reports, and the frequency with which such information is
provided. For purposes of Section 4.2 of each of the Company's Participation
Agreement(s) with the Funds, FIIOC represents that it is the designee of the
Funds, and Company may therefore use the information provided by FIIOC without
seeking additional permission from the Funds.

     2. Use of Information by Company. Company may use the information provided
by FIIOC in communications to individuals, plan trustees, or others who have
legal title or beneficial interest in the annuity or life insurance products
issued by Company, and to prospective purchasers of such products or beneficial
interests thereunder. If such information is contained as part of larger pieces
of sales literature, advertising, etc., such pieces shall be furnished for
review to the Funds in accordance with the terms of the Company's Participation
Agreements with the Funds. Nothing herein shall give the Company the right to
expand upon, reformat or otherwise alter the information provided by FIIOC.
Company acknowledges that the information provided it by FIIOC may need to be
supplemented with additional qualifying information, regulatory disclaimers, or
other information before it may be conveyed to persons outside the Company.



     3. Compensation to Company. In recognition of the fact that Company will
respond to inquiries that otherwise would be handled by FIIOC, FIIOC agrees to
pay Company a quarterly fee computed as follows:

     At the close of each calendar quarter FIIOC will determine the Average
Daily Assets held in the Funds by the Company. Average Daily Assets shall be the
sum of the daily assets for each calendar day in the quarter divided by the
number of calendar days in the quarter. The Average Daily Assets shall be
multiplied by 0.0005 (5 basis points) and that sum shall be divided by four. The
resulting number shall be the quarterly fee for that quarter.

     Should any Participation Agreement(s) between Company and any Fund(s) be
terminated effective before the last day of a quarter, Company shall be entitled
to a fee for that portion of the quarter during which the Participation
Agreement was still in effect, unless such termination is due to misconduct on
the part of the Company. For such a stub quarter, Average Daily Assets shall be
the sum of the daily assets for each calendar day in the quarter through and
including the date of termination of the Participation Agreement(s), divided by
the number of calendar days in that quarter for which the Participation
Agreement was in effect. Such Average Daily Assets shall be multiplied by 0.0005
(5 basis points) and that number shall be multiplied by the number of days in
such quarter that the Participation Agreement was in effect, then divided by
three hundred sixty-five. The resulting number shall be the quarterly fee for
the stub quarter.

     Notwithstanding the foregoing, (A) Company will not be entitled to any
compensation under this Agreement for any calendar quarter in which the average
net assets of the Company and the following affiliates under common control
(list affiliates) invested in the qualifying Variable Insurance Products Funds'
portfolios (listed below) are in the aggregate less than $100 million; and (B)
compensation for each calendar quarter will not exceed one million dollars
($1,000,000).

Qualifying Variable Insurance Products Funds Portfolios:

     Equity-Income Portfolio
     Growth Portfolio
     Overseas Portfolio
     Asset Manager Portfolio
     Contrafund Portfolio
     Asset Manager: Growth Portfolio
     Growth Opportunities Portfolio
     Balanced Portfolio
     Growth & Income Portfolio
     Mid Cap Portfolio
     Dynamic Capital Appreciation Portfolio
     Aggressive Growth Portfolio
     Value Portfolio
     Value Strategies Portfolio

     4. Termination. This Agreement may be terminated by Company at any time
upon written notice to FIIOC. FIIOC may terminate this Agreement at any time
upon thirty (30) days' written notice to Company. FIIOC may terminate this
Agreement immediately upon written notice to Company (1) if required by any
applicable law or regulation, (2) if so required by action of the Fund(s) Board
of Trustees, or (3) if Company engages in any material breach of this Agreement.
This Agreement shall terminate immediately and automatically upon the
termination of Company's Participation Agreement(s) with the Funds, and in such
event no notice need be given hereunder.

     5. Applicable Law. This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

     6. Assignment. This Agreement may not be assigned without the prior written
consent of the parties, except that it shall be assigned automatically to any
successor to FIIOC as the Funds' transfer agent, and any such successor shall be
bound by the terms of this Agreement.

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     IN WITNESS WHEREOF, the parties have set their hands as of the date first
written above.

     FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.


By:
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     FEDERAL KEMPER LIFE ASSURANCE COMPANY


By:
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Name:
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Title:
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