PARTICIPATION AGREEMENT

AMONG

RYDEX VARIABLE TRUST,

RYDEX DISTRIBUTORS, INC.

AND

INTEGRITY LIFE INSURANCE COMPANY

DATED AS OF

January 1st, 2008

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TABLE OF CONTENTS

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Page

ARTICLE I. Purchase and Redemption of Trust Shares................................................3

ARTICLE II. Representations and Warranties.........................................................5

ARTICLE III. Prospectuses, Reports to Shareholders and Proxy Statements; Voting.....................7

ARTICLE IV. Sales Material and Information.........................................................8

ARTICLE V. Fees and Expenses......................................................................9

ARTICLE VI. Diversification.......................................................................10

ARTICLE VII. Potential Conflicts...................................................................10

ARTICLE VIII. Indemnification.......................................................................12

ARTICLE IX. Applicable Law........................................................................16

ARTICLE X. Termination...........................................................................16

ARTICLE XI. Notices...............................................................................18

ARTICLE XII. Miscellaneous.........................................................................18

SCHEDULE A Separate Accounts and Associated Contracts............................................21

RULE 22C-2 ADDENDUM.....................................................................................22

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THIS AGREEMENT, made and entered into as of the 1st day of January 2008 by and

among Integrity Life Insurance Company (hereinafter the "Company"), an Ohio

corporation, on its own behalf and on behalf of each separate account of the

Company set forth on Schedule A hereto as may be amended from time to time (each

such account hereinafter referred to as the "Account"), RYDEX VARIABLE TRUST

(hereinafter the "Trust"), a Delaware business trust, and RYDEX DISTRIBUTORS,

INC. (hereinafter the "Underwriter"), a Maryland corporation.

WHEREAS, beneficial interests in the Trust are divided into several series

of interests or shares, each representing the interest in a particular managed

portfolio of securities and other assets, any one or more of which may be made

available under this Agreement, as may be amended from time to time by mutual

agreement of the parties hereto (each such series is hereinafter referred to as

a "Fund"); and

WHEREAS, the Trust is registered as an open-end management investment

company under the Investment Company Act of 1940 (the "1940 Act") and its shares

are registered under the Securities Act of 1933, as amended (hereinafter the

"1933 Act"); and

WHEREAS, the Underwriter is registered as a broker/dealer under the

Securities Exchange Act of 1934, as amended (hereinafter the "1934 Act"), is a

member in good standing of the Financial Industry Regulatory Authority

(hereinafter "FINRA") and serves as principal underwriter of the shares of the

Trust; and

WHEREAS, the Company has issued or will issue certain variable annuity

contracts supported wholly or partially by the Account (the "Contracts") under

the 1933 Act; and

WHEREAS, the Account is a duly organized, validly existing segregated asset

account, established by resolution or under authority of the Board of Directors

of the Company, on the date shown for such Account on Schedule A hereto, to set

aside and invest assets attributable to the aforementioned Contracts; and

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares in the Funds on behalf of

each Account to fund certain of the aforementioned Contracts and the Underwriter

is authorized to sell such shares to each such Account at net asset value;

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

Trust and each Underwriter agree as follows:

ARTICLE I. PURCHASE AND REDEMPTION PROCEDURES

1.1. The Trust hereby appoints the Company as its designee for the limited

purpose of receiving and accepting purchase and redemption requests on behalf of

the Account (but not with respect to any Trust shares that may be held in the

general account of the Company) for shares of those Funds made available

hereunder. Receipt and acceptance of such orders from each Account on any

Business Day, shall constitute receipt and acceptance by the Trust, provided

that the Trust receives the final order by 9:00 a.m. Eastern time on the next

following Business Day. "Business Day" shall mean any day on which the New York

Stock Exchange is open for trading and on which the Trust calculates its net

asset value pursuant to the rules of the Securities and Exchange Commission (the

"SEC").

1.2. The Trust, so long as this Agreement is in effect, agrees to make its

shares available indefinitely for purchase at the applicable net asset value per

share by the Company and its Accounts on those days on which the Trust

calculates its net asset value pursuant to rules of the Securities and Exchange

Commission and the Trust shall use reasonable efforts to calculate such net

asset value on each day which the New York Stock Exchange is open for trading.

Notwithstanding the foregoing, the Board of Trustees of the Trust (hereinafter

the "Board") may refuse to permit the Trust to sell shares of any Fund to any

person, or suspend or terminate the offering of shares of any Fund if such

action is required by law or by regulatory authorities having jurisdiction or

is, in the sole discretion of the Board acting in good faith and in light of

their fiduciary duties under federal and any applicable state laws, necessary in

the best interests of the shareholders of such Fund.

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1.3. The Company shall pay for Trust shares on the next Business Day after

an order to purchase Trust shares is made in accordance with the provisions of

Section 1.1 hereof. Payment for Trust shares shall be in federal funds

transmitted to the Trust or other designated person by wire. If federal funds

are not received on time, the Company shall promptly, upon the Trust's request,

reimburse the trust for any charges, costs, fees or interest or other expenses

incurred by the Trust in connection with any advances to, or borrowing or

overdrafts by, the Trust, based upon such purchase order. Upon receipt by the

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

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

1.4. The Trust agrees to redeem for cash, on the Company's request, any

full or fractional shares of a Trust held by the Company, executing such

requests on a daily basis at the net asset value next computed after receipt by

the Trust or its designee of the request for redemption. Subject to and in

accordance with applicable laws, and subject to written consent of the Company,

the Trust may redeem shares for assets other than cash. For purposes of this

Section 1.4, the Company shall be the designee of the Trust for receipt of

requests for redemption from each Account and receipt by such designee shall

constitute receipt by the Trust; provided that the Trust receives the final

request by 9:00 a.m. Eastern time on the next following Business Day.

1.5. The Company agrees that purchases and redemptions of Fund shares

offered by the then current prospectus of the Trust shall be made in accordance

with the provisions of such prospectus. The Contracts issued by the Company,

under which amounts may be invested in the Trust are listed on Schedule A

attached hereto and incorporated herein by reference, as such Schedule A may be

amended from time to time by mutual written agreement of all of the parties

hereto.

1.6. Issuance and transfer of the Trust's shares will be by book entry

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

Purchase and redemption orders for Trust shares will be recorded in an

appropriate title for each Account or the appropriate subaccount of each

Account.

1.7. The Trust shall use its best efforts to furnish notice (by wire or

telephone, followed by written confirmation) to the Company of any income,

dividends or capital gain distributions payable on Fund shares by the record

date. The Company, on behalf of the Account, hereby elects to receive all such

income, dividends and capital gain distributions as are payable on the Fund

shares in additional shares of that Fund. The Company reserves the right, on

behalf of the Account, to revoke this election and to receive all such income

dividends and capital gain distributions in cash. The Trust shall notify the

Company of the number of shares so issued as payment of such dividends and

distributions.

1.8. The Trust shall use its best efforts make the net asset value per

share for each Fund available to the Company on each Business Day as soon as

reasonably practical after the net asset value per share is calculated (normally

by 6:30 p.m. Eastern time).

1.9. The parties hereto acknowledge that the arrangement contemplated by

this Agreement is not exclusive; the Trust's shares may be sold to other

insurance companies and the cash value of the Accounts may be invested in other

investment companies.

ARTICLE II. REPRESENTATIONS AND WARRANTIES

2.1. The Company represents and warrants that the Contracts are, or prior

to issuance will be, registered under the 1933 Act unless exempt from

registration thereunder; that the Contracts will be issued and sold in

compliance in all material respects with all applicable federal and state laws

and that the sale of the Contracts shall comply in all material respects with

state insurance suitability requirements. The Company further represents and

warrants that it is an insurance company duly organized and in good standing

under applicable law and that it has legally and validly established each

Account prior to any issuance or sale thereof as a segregated asset account

under Ohio state insurance laws and has registered or, prior to any issuance or

sale of the Contracts, will register each Account as a unit investment trust in

accordance with the provisions of the 1940 Act to serve as a segregated

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investment account for the Contracts. The company represents and warrants that

it will comply with Rule 22c-2 under the 1940 Act under the terms set forth in

the attached addendum.

2.2. The Trust represents and warrants that Trust shares sold pursuant to

this Agreement shall be registered under the 1933 Act, shall be duly authorized

for issuance and sold in compliance with applicable federal and state securities

laws and that the Trust is and shall remain registered under the 1940 Act. The

Trust shall amend the registration statement for its shares under the 1933 Act

and the 1940 Act from time to time as required in order to effect the continuous

offering of its shares. The Trust shall register and qualify the shares for sale

in accordance with the laws of the various states, to the extent required by

applicable state law.

2.3. The Trust represents that it is currently qualified as a Regulated

Investment Company under Subchapter M of the Internal Revenue Code of 1986, as

amended (the "Code"), and that it will maintain such qualification (under

Subchapter M or any successor or similar provision) and that it will notify the

Company immediately upon having a reasonable basis for believing that it has

ceased to so qualify or that it might not so qualify in the future.

2.4. The Company represents and warrants that the Contracts are currently

treated as life insurance policies or annuity contracts, under applicable

provisions of the Code and that it will make every effort to maintain such

treatment and that it will notify the Trust immediately 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.

2.5. The Trust represents that it is lawfully organized and validly

existing under the laws of the State of Delaware and that it does and will

comply in all material respects with the 1940 Act.

2.6. The Underwriter represents and warrants that it is registered as a

broker/dealer under the 1934 Act with the SEC and is a member in good standing

with the FINRA.

2.7. The Trust represents and warrants that its directors, officers, 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 minimum

coverage as required by Rule 17g-1 under the 1940 Act or related provisions as

may be promulgated from time to time. The aforesaid blanket fidelity bond shall

include coverage for larceny and embezzlement and shall be issued by a reputable

bonding company.

2.8. The Company represents and warrants that all of its directors,

officers, and employees dealing with the money and/or securities of the Account

are and shall continue to be covered by a blanket fidelity bond or similar

coverage for the benefit of the Company and the Separate Account in an amount

not less than the minimum coverage as required by Rule 17g-1 under the 1940 Act

or related provisions as may be promulgated from time to time. The aforesaid

blanket fidelity bond shall include coverage for larceny and embezzlement and

shall be issued by a reputable bonding company.

ARTICLE III. PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS; VOTING

3.1. The Trust or its designee shall provide the Company with as many

printed copies of the Trust's current prospectus, Statement of Additional

Information ("SAI"), proxy statements supplements and annual or semi-annual

reports of each Fund as the Company may reasonably request. If requested by the

Company, in lieu of providing printed copies the Trust shall provide

camera-ready film or computer diskettes containing the Trust's prospectus and

SAI, and such other assistance as is reasonably necessary in order for the

Company once each year (or more frequently if the prospectus and/or SAI for the

Funds are amended during the year) to have the prospectus and SAI for the

Contracts and the Trust's prospectus and SAI printed together in one document.

3.2. Except as provided in this Section 3.2., all expenses of printing and

distributing Trust prospectuses and SAI shall be the expense of the Company. For

prospectuses and SAI provided by the Company to its existing owners of Contracts

in order to update disclosure as required by the 1933 Act and/or the 1940 Act,

the cost of

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printing shall be borne by the Trust. The Trust will provide an electronic

version of the Trust's prospectus in lieu of providing printed copies of the

Trust's prospectus. The Company agrees to provide the Trust or its designee with

such information as may be reasonably requested by the Trust to assure that the

Trust's expenses do not include the cost of printing any prospectuses or SAI

other than those actually distributed to existing owners of the Contracts.

3.3. The Trust's SAI shall be obtainable from the Trust, the Company or

such other person as the Trust may designate, as agreed upon by the parties.

3.4. The Fund, at its expense, will provide the Company or its mailing

agent with copies of its proxy material, if any, reports to

shareholders/Contract owners and other permissible communications to

shareholders/Contract owners in such quantity as the Company will reasonably

require. The Company will distribute this proxy material, reports and other

communications to existing Contract owners and will bill the Fund for the

reasonable cost of such distribution.

3.5. So long as and to the extent that the Securities and Exchange

Commission continues to interpret the 1940 Act to require pass-through voting

privileges for variable contract owners, or to the extent otherwise required by

law, the Company shall (i) solicit voting instructions from Contract owners;

(ii) vote the Fund shares in accordance with instructions received from Contract

owners; and (iii) vote Fund shares for which no instructions have been received

n the same proportion as Trust shares of such Fund for which instructions have

not been received. The Company reserves the right to vote Fund shares held in

any Account in its own right, to the extent permitted by law.

ARTICLE IV. SALES MATERIAL AND INFORMATION

4.1. The Company shall furnish, or shall cause to be furnished, to the

Underwriter, each piece of sales literature or other promotional material that

the Company develops and in which the Trust or the Underwriter is named, at

least five (5) Business Days prior to its use. No such material shall be used

until approved by the Underwriter and the Underwriter will use its best efforts

to review such material within five (5) Business Days of receipt. Materials not

approved or disapproved within (5) Business Days shall be deemed approved.

4.2. The Company shall not give any information or make any representations

or statements on behalf of the Trust or concerning the Trust or the Underwriter

in connection with the sale of the Contracts other than the information or

representations contained in the registration statement or prospectus or SAI for

the Trust, as such registration statement and prospectus or SAI may be amended

or supplemented from time to time, or in reports or proxy statements for the

Trust, or in sales literature or other promotional material approved by the

Trust or its designee, except with the permission of the Trust or its designee.

4.3. The Trust or its designee shall furnish, or shall cause to be

furnished, to the Company or its designee, each piece of sales literature or

other promotional material in which the Company or its separate account(s) or

Contracts are named at least five (5) Business Days prior to its use. No such

material shall be used until approved by the Company and the Company will use

its best efforts to review such material within five (5) Business Days of

receipt. Materials not approved or disapproved within (5) Business Days shall be

deemed approved.

4.4. The Trust and the Underwriter shall not give any information or make

any representations on behalf of the Company or concerning the Company, each

Account, or the Contracts, other than the information or representations

contained in a registration statement, prospectus, or SAI for the Contracts, as

such registration statement, prospectus and SAI may be amended or supplemented

from time to time, or in published reports for each Account which are in the

public domain or approved by the Company for distribution to Contract owners, or

in sales literature or other promotional material approved by the Company or its

designee, except with the permission of the Company.

4.5. The Trust will provide to the Company at least one complete copy of

all registration statements, prospectuses, SAIs, reports, proxy statements,

sales literature and other promotional materials, applications for

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exemptions, requests for no-action letters, and all amendments to any of the

above, that relate to the Trust or its shares, promptly after the filing of such

document with the Securities and Exchange Commission or other regulatory

authorities.

4.6. The Company will provide to the Trust 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 the investment

in the Trust under the Contracts, promptly after the filing of such document

with the Securities and Exchange Commission or other regulatory authorities.

4.7. For purposes of this Article IV, the phrase "sales literature or other

promotional material" includes, but is not limited to, any of the following that

refer to the Trust or any affiliate of the Trust: 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, 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, 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 V. FEES AND EXPENSES

5.1. The Trust shall pay no fee or other compensation to the Company under

this Agreement, except that if the Trust or any Fund adopts and implements a

plan pursuant to Rule 12b-1 to finance distribution expenses or a shareholder

servicing plan to finance investor services, then payments may be made to the

Company, or to the underwriter for the Contracts, or to other service providers

if and in amounts agreed upon by the parties.

5.2. All expenses incident to performance by the Trust under this Agreement

shall be paid by the Trust. The Trust shall see to it that all its shares are

registered and authorized for issuance in accordance with applicable federal law

and, if and to the extent deemed advisable by the Trust, in accordance with

applicable state laws prior to their sale. The Trust shall bear the expenses for

the cost of registration and qualification of Fund shares, preparation and

filing of the Trust's prospectus and registration statement, proxy materials and

reports, setting the prospectus in type, setting in type and printing the proxy

materials and reports to shareholders (including the costs of printing a

prospectus that constitutes an annual report), distributing the Trust proxy

materials to owners of Contracts, the preparation of all statements and notices

required by any federal or state law, and all taxes on the issuance or transfer

of Fund shares.

5.3. The Company shall bear the expenses of distributing the Trust's

prospectus, proxy materials and reports to owners of Contracts issued by the

Company, other than the expenses of distributing prospectuses and statements of

additional information to existing contract owners. The Company shall bear the

expenses incident to (including the costs of printing) sales literature and

other promotional material that the Company develops and in which the Trust or

Fund is named.

ARTICLE VI. DIVERSIFICATION

6.1. 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

under the Code and the regulations issued thereunder. Without limiting the scope

of the foregoing, the Trust will at all times comply with Section 817(h) of the

Code and Treasury Regulation 1.817-5, relating to the diversification

requirements for variable annuity, endowment, or life insurance contracts and

any amendments or other modifications to such Section or Regulations. In the

event of a breach of this Article VI by a Fund, the Trust 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 Regulation 1.817-5.

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ARTICLE VII. POTENTIAL CONFLICTS

7.1. The Trust represents and warrants that it has received an order from

the Commission granting Participating Insurance Companies and variable annuity

separate accounts and variable life insurance separate accounts relief from the

provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules

6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit

shares of the Trust to be sold to and held by variable annuity separate accounts

and variable life insurance separate accounts of both affiliated and

unaffiliated Participating Insurance Companies and qualified pension and

retirement plans outside of the separate account context (the "Mixed and Shared

Funding Exemptive Order"). The parties to this Agreement agree that the

conditions or undertakings specified in the Mixed and Shared Funding Exemptive

Order and that may be imposed on the Company, the Trust and/or the Adviser by

virtue of the receipt of such order by the Commission, will be incorporated

herein by reference, and such parties agree to comply with such conditions and

undertakings to the extent applicable to each such party. The Trust agrees that

the Trust Board will monitor the Trust for the existence of any material

irreconcilable conflict between the interests of the contract owners of all

separate accounts investing in the Trust. A material irreconcilable 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 interpretative 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

any Fund are being managed; (e) a difference in voting instructions given by

Variable Insurance Product owners; or (f) a decision by a Participating

Insurance Company to disregard the voting instructions of contract owners. The

Board shall promptly inform the Company if it determines that an irreconcilable

material conflict exists and the implications thereof.

7.2. The Company will report any potential or existing conflicts of which

it is aware to the Board.

7.3. If it is determined by a majority of the Board, or a majority of its

disinterested members, that a material irreconcilable conflict exists, the

Company and other Participating Insurance Companies shall, at their expense and

to the extent reasonably practicable (as determined by a majority of the

disinterested directors), take whatever steps are necessary to remedy or

eliminate the material irreconcilable conflict, up to and including: (1)

withdrawing the assets allocable to some or all of the separate accounts from

the Trust or any Fund and reinvesting such assets in a different investment

medium, including (but not limited to) another Fund of the Trust, or submitting

the question whether such segregation should be implemented to a vote of all

affected Contract owners and, as appropriate, segregating the assets of any

appropriate group (i.e., annuity contract owners, life insurance policy owners,

or variable contract owners of one or more Participating Insurance Companies)

that votes in favor of such segregation, or offering to the affected contract

owners the option of making such a change; and (2) establishing a new registered

management investment company or managed separate account.

7.4. If a material irreconcilable conflict arises because of a decision by

the Company to disregard contract owner voting instructions and that decision

represents a minority position or would preclude a majority vote, the Company

may be required, at the Trust's election, to withdraw the affected Account's

investment in the Trust and terminate this Agreement with respect to such

Account (at the Company's expense); 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 members

of the Board.

7.5. If a material irreconcilable conflict arises because a particular

state insurance regulator's decision applicable to the Company conflicts with

the position of the majority of other state regulators, then the Company will

withdraw the affected Account's investment in the Trust and terminate this

Agreement with respect to such Account within six months after the Board informs

the Company in writing that it has determined that such decision has created a

material irreconcilable 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 members

of the Board. Until the end of the foregoing six month period, the Underwriter

and Trust shall continue to accept and implement orders by the Company for the

purchase (and redemption) of shares of the Trust.

7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority

of the disinterested members of the Board shall determine whether any proposed

action adequately remedies any material irreconcilable conflict, but

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in no event will the Trust be required to establish a new funding medium for the

Contracts. The Company shall not be required by Section 7.3 to establish a new

funding medium for the Contracts if an offer to do so has been declined by vote

of a majority of Contract owners materially adversely affected by the material

irreconcilable conflict.

7.7. 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 1940

Act or the rules promulgated thereunder with respect to mixed or shared funding

(as defined in the Mixed and Shared Funding Exemptive Order) on terms and

conditions materially different from those contained in the Mixed and Shared

Funding Exemptive Order, then the Trust and/or the Participating Insurance

Companies, 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.

ARTICLE VIII. INDEMNIFICATION

8.1. Indemnification By The Company

8.1(a) The Company agrees to indemnify and hold harmless the Trust and each

member of the Board and each officer and employee of the Trust, the Underwriter

and each director, officer and employee of the Underwriter, and each person, if

any, who controls the Trust, or the Underwriter within the meaning of Section 15

of the 1933 Act (collectively, the "Indemnified Parties" and individually, an

"Indemnified Party," for purposes of this Section 8.1) against any and all

losses, claims, damages, liabilities (including amounts paid in settlement with

the written consent of the Company) or litigation (including legal and other

expenses), to which the Indemnified Parties may become subject under any

statute, regulation, at common law or otherwise, insofar as such losses, claims,

damages, liabilities, or expenses (or actions in respect thereof) or settlements

are related to the sale or acquisition of Fund 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 or prospectus or SAI for the Contracts or contained in the

Contracts or sales literature for 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 agreement to indemnify 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

information furnished to the Company by or on behalf of the Trust or the

Underwriter for use in the registration statement or prospectus or SAI for

the Contracts or in the Contracts or sales literature (or any amendment or

supplement) or otherwise for use in connection with the sale of the

Contracts or Trust shares; or

(ii) arise out of or as a result of statements or representations

(other than statements or representations contained in the registration

statement, prospectus, statement of additional information or sales

literature of the Trust not supplied by the Company, or persons under its

control) or unlawful conduct of the Company or its agents or persons under

the Company's authorization or control, with respect to the sale or

distribution of the Contracts or Trust shares; or

(iii) arise out of or result from any untrue statement or alleged

untrue statement of a material fact contained in a registration statement,

prospectus, SAI or sales literature of the Trust 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 information furnished to the Trust

by or on behalf of the Company; or

(iv) arise as a result of any material failure by the Company to

provide the services and furnish the materials under the terms of this

Agreement; or

(v) arise out of or result from any material breach of any

representation or warranty made by the Company in this Agreement or arise

out of or result from any other material breach of this

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Agreement by the Company, as limited by and in accordance with the

provisions of Sections 8.1(b) and 8.1(c) hereof.

8.1(b). The Company shall not be liable under this indemnification

provision with respect to any losses, claims, damages, liabilities or litigation

incurred or assessed against an Indemnified Party as such may arise from 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.

8.1(c). The 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 the 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 the Company of any

such claim shall not relieve the Company from any liability which it may have to

the Indemnified Party against whom such action is brought otherwise than on

account of this indemnification provision. In case any such action is brought

against the Indemnified Parties, the Company shall be entitled to participate,

at its own expense, in the defense of such action. The Company also shall be

entitled to assume the defense thereof, with counsel satisfactory to the party

named in the action. After notice from the Company to such party of the

Company's election to assume the defense thereof, the Indemnified Party shall

bear the fees and expenses of any additional counsel retained by it, and the

Company will not be liable to such party under this Agreement for any legal or

other expenses subsequently incurred by such party independently in connection

with the defense thereof other than reasonable costs of investigation.

8.1(d). The Indemnified Parties will promptly notify the Company of the

commencement of any litigation or proceedings against them in connection with

the issuance or sale of the Trust shares or the Contracts or the operation of

the Trust.

8.2. Indemnification by the Underwriter

8.2(a). The Underwriter agrees to indemnify and hold harmless the Company

and each of its directors, officers and employees and each person, if any, who

controls the Company within the meaning of Section 15 of the 1933 Act

(collectively, the "Indemnified Parties" and individually, an "Indemnified

Party," for purposes of this Section 8.2) against any and all losses, claims,

damages, liabilities (including amounts paid in settlement with the written

consent of the Underwriter) or litigation (including legal and other expenses)

to which the Indemnified Parties may become subject under any statute, at common

law or otherwise, insofar as such losses, claims, damages, liabilities or

expenses (or actions in respect thereof) or settlements are related to the sale

or acquisition of shares of a Fund 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, prospectus, SAI or sales literature of the Trust (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 agreement to

indemnify 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 information furnished to the

Trust by or on behalf of the Company for use in the registration

statement, prospectus, SAI for the Trust 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 contained in the registration

statement, prospectus, SAI or sales literature for the Contracts not

supplied by the Trust or persons under its control) or unlawful

conduct of the Trust, Underwriter(s) or Underwriter or persons

10

<PAGE>

under their control, with respect to the sale or distribution of the

Contracts or Fund shares; or

(iii) arise out of or as a result of any untrue statement or alleged untrue

statement of a material fact contained in a registration statement,

prospectus, SAI 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 statement or statements therein not

misleading, if such statement or omission was made in reliance upon

information furnished to the Company by or on behalf of the Trust or

Underwriter; or

(iv) arise as a result of any failure by the Trust or the Underwriter to

provide the services and furnish the materials under the terms of this

Agreement, or

(v) arise out of or result from any material breach of any representation

and/or warranty made by the Trust or Underwriter in this Agreement or

arise out of or result from any other material breach of this

Agreement by the Underwriter; as limited by and in accordance with the

provisions of Sections 8.2(b) and 8.2(c) hereof.

8.2(b). The Underwriter shall not be liable under this indemnification

provision with respect to any losses, claims, damages, liabilities, or

litigation incurred or assessed against an Indemnified Party as such may arise

from 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.

8.2(c). The Underwriter 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 the Underwriter 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 the Underwriter of

any such claim shall not relieve the Underwriter from any liability which it may

have to the Indemnified Party against whom such action is brought otherwise than

on account of this indemnification provision. In case any such action is brought

against the Indemnified Parties, the Underwriter will be entitled to

participate, at its own expense, in the defense thereof. The Underwriter also

shall be entitled to assume the defense thereof, with counsel satisfactory to

the party named in the action. After notice from the Underwriter to such party

of the Underwriter's election to assume the defense thereof, the Indemnified

Party shall bear the fees and expenses of any additional counsel retained by it,

and the Underwriter will not be liable to such party under this Agreement for

any legal or other expenses subsequently incurred by such party independently in

connection with the defense thereof other than reasonable costs of

investigation.

8.2(d). The Company agrees promptly to notify the Underwriter of the

commencement of any litigation or proceedings against it or any of its officers

or directors in connection with the issuance or sale of the Contracts or the

operation of each Account.

8.3. Indemnification by the Trust

8.3(a). The Trust agrees to indemnify and hold harmless the Company, and

each of its directors and officers and each person, if any, who controls the

Company within the meaning of Section 15 of the 1933 Act (hereinafter

collectively, the "Indemnified Parties" and individually, "Indemnified Party,"

for purposes of this Section 8.3) against any and all losses, claims, damages,

liabilities (including amounts paid in settlement with the written consent of

the Trust) or litigation (including legal and other expenses) to which the

Indemnified Parties may become subject under any statute, at common law or

otherwise, insofar as such losses, claims, damages, liabilities or expenses (or

actions in respect thereof) or settlements result from the gross negligence, bad

faith or willful misconduct of the Board or any member thereof, and are related

to the operations of the Trust and:

11

<PAGE>

(i) arise as a result of any failure by the Trust to provide the services

and furnish the materials under the terms of this Agreement; or

(ii) arise out of or result from any material breach of any representation

and/or warranty made by the Trust in this Agreement or arise out of or

result from any other material breach of this Agreement by the Trust;

8.3(b). The Trust shall not be liable under this indemnification provision

with respect to any losses, claims, damages, liabilities or litigation incurred

or assessed against an Indemnified Party as may arise from 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.

8.3(c). The Trust 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 the Trust 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 the Trust of any

such claim shall not relieve the Trust from any liability which it may have to

the Indemnified Party against whom such action is brought otherwise than on

account of this indemnification provision. In case any such action is brought

against the Indemnified Parties, the Trust will be entitled to participate, at

its own expense, in the defense thereof. The Trust also shall be entitled to

assume the defense thereof, with counsel satisfactory to the party named in the

action. After notice from the Trust to such party of the Trust's election to

assume the defense thereof, the Indemnified Party shall bear the fees and

expenses of any additional counsel retained by it, and the Trust will not be

liable to such party under this Agreement for any legal or other expenses

subsequently incurred by such party independently in connection with the defense

thereof other than reasonable costs of investigation.

8.3(d). The Company agrees promptly to notify the Trust of the commencement

of any litigation or proceedings against it or any of its respective officers or

directors in connection with this Agreement, the issuance or sale of the

Contracts, with respect to the operation of either Account, or the sale or

acquisition of shares of the Trust.

8.4. Article VIII shall survive the termination of this Agreement.

ARTICLE IX. APPLICABLE LAW

9.1. This Agreement shall be construed and the provisions hereof

interpreted under and in accordance with the substantive laws of the State of

Delaware, without regard to the conflict of laws provisions thereof.

9.2. This Agreement shall be subject to the provisions of the 1933, 1934

and 1940 Acts, and the rules and regulations and rulings thereunder, including

such exemptions from those statutes, rules and regulations as the Securities and

Exchange Commission may grant and the terms hereof shall be interpreted and

construed in accordance therewith.

ARTICLE X. TERMINATION

10.1. This Agreement shall continue in full force and effect until the first to

occur of:

(a) termination by any party for any reason by six (6) months advance

written notice delivered to the other parties; or

(b) termination by the Company by written notice to the Trust and the

Underwriter with respect to any Fund based upon the Company's

determination that shares of such Fund are not reasonably available to

meet the requirements of the Contracts; or

12

<PAGE>

(c) termination by the Company by written notice to the Trust and the

Underwriter with respect to any Fund in the event any of the Fund's

shares are not registered, issued or sold in accordance with

applicable state and/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; or

(d) termination by the Company by written notice to the Trust and the

Underwriter with respect to any Fund in the event that such 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 the Fund may fail to so qualify; or

(e) termination by the Company by written notice to the Trust and the

Underwriter with respect to any Fund in the event that such Fund fails

to meet the diversification requirements specified in Article VI

hereof; or

(f) termination by the Trust or Underwriter in the event that formal

administrative proceedings are instituted against the Company by the

FINRA, the SEC, the Insurance Commissioner or like official of any

state or any other regulatory body regarding the Company's duties

under this Agreement and related to the sale of the Contracts, the

operation of any Account, or the purchase of the Trust's shares;

provided however, that the Trust or Underwriter determines in its sole

judgment exercised in good faith, that any such administrative

proceedings will have a material adverse effect upon the ability of

the Company to perform its obligations under this Agreement; or

(g) termination by the Company by written notice to the Trust and the

Underwriter, if the Company shall determine, in its sole judgment

exercised in good faith, that either the Trust or the Underwriter 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

10.2. Notwithstanding any termination of this Agreement, the Trust and the

Underwriter shall, at the option of the Company, continue to make available

additional shares of the Trust pursuant to the terms and conditions of this

Agreement, for all Contracts in effect on the effective date of termination of

this Agreement (hereinafter referred to as "Existing Contracts"). Specifically,

without limitation, the owners of the Existing Contracts shall be permitted to

direct reallocation of investments in the Trust, redemption of investments in

the Trust and investment in the Trust upon the making of additional purchase

payments under the Existing Contracts. The parties agree that this Section 10.2

shall not apply to any terminations under Article VII and the effect of such

Article VII terminations shall be governed by Article VII of this Agreement.

10.3. The Company shall not redeem Trust shares attributable to the

Contracts (as distinct from Trust shares attributable to the Company's assets

held in the Account) except (i) as necessary to implement Contract Owner

initiated or approved transactions, or (ii) as required by state and/or federal

laws or regulations or judicial or other legal precedent of general application

(hereinafter referred to as a "Legally Required Redemption") or (iii) as

permitted by an order of the Securities and Exchange Commission pursuant to

Section 26(c) of the 1940 Act. Upon request, the Company will promptly furnish

to the Trust the opinion of counsel for the Company (which counsel shall be

reasonably satisfactory to the Trust) to the effect that any redemption pursuant

to clause (ii) above is a Legally Required Redemption. Furthermore, except in

cases where permitted under the terms of the Contracts, the Company shall not

prevent Contract Owners from allocating payments to a Fund that was otherwise

available under the Contracts without first giving the Trust 90 days prior

written notice of its intention to do so.

ARTICLE XI. NOTICES

Any notice shall be sufficiently given when sent by registered or certified

mail to the other party at the address of such party set forth below or at such

other address as such party may from time to time specify in writing to the

other party.

If to the Trust:

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<PAGE>

Rydex Variable Trust

9601 Blackwell Road

Rockville, MD 20850

If to Underwriter:

Rydex Distributors, Inc.

9601 Blackwell Road

Rockville, MD 20850

If to the Company:

Integrity Life Insurance Company

Attn: Kevin L. Howard, Senior VP and General Counsel

400 Broadway

Cincinnati, Ohio 45202

ARTICLE XII. MISCELLANEOUS

12.1. All persons dealing with the Trust must look solely to the property

of the Trust for the enforcement of any claims against the Trust as neither the

Board, officers, agents or shareholders assume any personal liability for

obligations entered into on behalf of the Trust.

12.2. Subject to the requirements of legal process and regulatory

authority, each party hereto shall treat as confidential the names and addresses

of the owners of the Contracts and all information reasonably identified as

confidential in writing by any other party hereto and, except as permitted by

this Agreement, shall not disclose, disseminate or utilize such names and

addresses and other confidential information without the express written consent

of the affected party until such time as it may come into the public domain.

12.3. The captions in this Agreement are included for convenience of

reference only and in no way define or delineate any of the provisions hereof or

otherwise affect their construction or effect.

12.4. This Agreement may be executed simultaneously in two or more

counterparts, each of which taken together shall constitute one and the same

instrument.

12.5. If any provision 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.

12.6. Each party hereto shall cooperate with each other party and all

appropriate governmental authorities (including without limitation the

Securities and Exchange Commission, the Financial Industry Regulatory Authority

and state insurance regulators) and shall permit such authorities reasonable

access to its books and records in connection with any investigation or inquiry

relating to this Agreement or the transactions contemplated hereby.

Notwithstanding the generality of the foregoing, each party hereto further

agrees to furnish the Ohio Insurance Commissioner with any information or

reports in connection with services provided under this Agreement which such

Commissioner may request in order to ascertain whether the insurance operations

of the Company are being conducted in a manner consistent with the Ohio

Insurance Regulations and any other applicable law or regulations.

12.7. 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 hereto are entitled to under state and

federal laws.

12.8. This Agreement or any of the rights and obligations hereunder may not

be assigned by any party without the prior written consent of all parties

hereto; provided, however, that an Underwriter may assign this Agreement or any

rights or obligations hereunder to any affiliate of or company under common

control with the Underwriter, if such assignee is duly licensed and registered

to perform the obligations of the Underwriter under this Agreement.

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<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to

be executed in its name and on its behalf by its duly authorized representative

and its seal to be hereunder affixed hereto as of the date specified above.

INTEGRITY LIFE INSURANCE COMPANY

By: /s/ Kevin L. Howard

Kevin L. Howard

Senior Vice President and General Counsel

RYDEX VARIABLE TRUST

By: /s/ Carl G. Verboncoeur

Carl G. Verboncoeur

President

RYDEX DISTRIBUTORS, INC.

By: /s/ Carl G. Verboncoeur

Carl G. Verboncoeur

President

15

<PAGE>

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

Shares of the Funds of the Trust shall be made available as investments for

the following Separate Accounts:

<TABLE>

<CAPTION>

<S> <C>

NAME OF SEPARATE ACCOUNT AND FORM NUMBER AND NAME OF CONTRACT

DATE ESTABLISHED BY BOARD OF DIRECTORS FUNDED BY SEPARATE ACCOUNT

Separate Account I of Integrity Life Insurance Company AnnuiChoice variable annuity

Established May 19, 1986 Grand Master flex variable annuity

IQ3 variable annuity

IQ Advisor variable annuity

Pinnacle Plus variable annuity

All contracts issued on form number INT 96 or state variation

Separate Account II of Integrity Life Insurance Company Pinnacle variable annuity

Established May 21, 1992 Form number INT 96 or state variation

</TABLE>

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<PAGE>

RULE 22C-2 ADDENDUM

As used in this Addendum, the following terms shall have the following meanings,

unless a different meaning is clearly required by the contexts and any

capitalized terms not defined herein shall have the meanings given to them in

the Addendum.

Intermediary shall mean (i) in the case of a participant-directed employee

benefit plan that owns securities issued by the Fund (1) a retirement plan

administrator under ERISA or (2) any entity that maintains the plan's

participant records; and (ii) an insurance company separate account.

Fund Agent is either (i) an investment adviser to or administrator for the

Funds, (ii) the principal underwriter or distributor for the Funds, or (iii) the

transfer agent for the Funds.

SHAREHOLDER INFORMATION

1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the Fund,

upon written request, the taxpayer identification number ("TIN"), the

Individual/International Taxpayer Identification Number ("ITIN"), or other

government-issued identifier ("GII"), and the Contract owner number or

participant account number associated with the Shareholder, if known, of any or

all Shareholder(s) of the account and the amount, date, and transaction type

(purchase, redemption, transfer, or exchange) of every purchase, redemption,

transfer, or exchange of Shares held through an account maintained by the

Intermediary during the period covered by the request. Unless otherwise

specifically requested by the Fund, the Intermediary shall only be required to

provide information relating to Shareholder-Initiated Transfer Purchases or

Shareholder-Initiated Transfer Redemptions

1.1 PERIOD COVERED BY REQUEST. Requests must set forth a specific period,

not to exceed 90 days prior to the date of the request, for which

transaction information is sought. The Fund may request transaction

information older than 90 days prior to the date of the request as it deems

necessary to investigate compliance with policies established by the Fund

for the purpose of eliminating or reducing any dilution of the value of the

outstanding shares issued by the Fund.

1.1(A) TIMING OF REQUESTS. Fund requests for Shareholder information

shall be made no more frequently than quarterly except as the Fund

deems necessary to investigate compliance with policies established by

the Fund for the purpose of eliminating or reducing any dilution of

the value of the outstanding shares issued by the Fund.

1.2 FORM AND TIMING OF RESPONSE. (a) Intermediary agrees to provide,

promptly upon the request of the Fund or its designee, the requested

information in Section 1. If requested by the Fund or its designee,

Intermediary agrees to use its best efforts to determine promptly whether

any specific person about whom it has received the identification and

transaction information specified in Section 1 is itself a financial

intermediary ("indirect intermediary") and, upon further request of the

Fund or its designee, promptly either (i) provide (or arrange to have

provided) the information set forth in Section 1 for those shareholders who

hold an account with an indirect intermediary or (ii) restrict or prohibit

the indirect intermediary from purchasing, in nominee name on behalf of

other persons, securities issued by the Fund. Intermediary additionally

agrees to inform the Fund whether it plans to perform (i) or (ii).

(b) Responses required by this paragraph must be communicated in writing

and in a format mutually agreed upon by the parties; and

(c) To the extent practicable, the format for any transaction information

provided to the Fund should be consistent with the NSCC Standardized Data

Reporting Format. For purposes of this provision, an "indirect

intermediary" has the same meaning as in SEC Rule 22c-2 the 1940 Act.

1.3 LIMITATIONS ON USE OF INFORMATION. With respect to all information

about any Shareholders, including, but not limited to names, addresses,

telephone numbers, account numbers, customer lists and demographic

financial and transactional information provided by the Intermediary to

Fund Agent and/or to which Fund Agent has access at any time (the "Customer

Information"), Fund Agent agrees as follows:

(a) All Customer Information shall be deemed confidential and proprietary

to Intermediary;

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<PAGE>

(b) Fund Agent shall keep all Customer Information secure and

confidential;

(c) Fund Agent shall not use the Customer Information for any purpose

other than as necessary to comply with the provisions of Rule 22c-2 or

to fulfill other regulatory or legal requirements subject to the

privacy provisions of Title V of the Gramm-Leach-Bliley Act (Public

Law 106-102) and comparable state laws; and

(d) Fund Agent shall promptly notify Intermediary of any unauthorized

access to or disclosure of Customer Information.

2. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written

instructions from the Fund to restrict or prohibit further purchases or

exchanges of Shares by a Shareholder that has been identified by the Fund as

having engaged in transactions of the Fund's Shares (directly or indirectly

through the Intermediary's account) that violate policies established by the

Fund for the purpose of eliminating or reducing any dilution of the value of the

outstanding Shares issued by the Fund.

2.1 FORM OF INSTRUCTIONS. Instructions to restrict or prohibit trading must

include the TIN, ITIN, or GII and the specific individual Contract owner

number or participant account number associated with the Shareholder, if

known, and the specific restriction(s) to be executed, including how long

the restrictions(s) is(are) to remain in place. If the TIN, ITIN, or GII or

the specific individual Contract owner number or participant account number

associated with the Shareholders is not known, the instructions must

include an equivalent identifying number of the Shareholder(s) or

account(s) or other agreed upon information to which the instruction

relates.

2.2 TIMING OF RESPONSE. Intermediary agrees to execute instruction from the

Fund to restrict or prohibit trading as soon as reasonably practicable, but

not later than ten business days after receipt of the instructions by the

Intermediary.

2.3 CONFIRMATION BY INTERMEDIARY. Intermediary must provide written

confirmation to the Fund that instructions have been executed. Intermediary

agrees to provide confirmation as soon as reasonably practicable, but not

later than ten business days after the instructions have been executed.

3. CONSTRUCTION OF THE AGREEMENT; FUND PARTICIPATION AGREEMENTS; TERMINATION.

The parties have entered into one or more Fund Participation Agreements between

or among them for the purchase and redemption of shares of the Funds by the

Accounts in connection with the Contracts. This Addendum supplements those Fund

Participation Agreements. To the extent the terms of this Addendum conflict with

the terms of a Fund Participation Agreement, the terms of this Addendum shall

control.

4. INDEMNIFICATION. The Fund agrees to indemnify and hold harmless Intermediary

from any and all liability, claim, loss, demand, damages, costs and expenses

(including reasonable attorney's fees) arising in connection with third party

claim or action brought against Intermediary as a result of any authorized

disclosure of a shareholder's taxpayer identification number provided to the

Fund in response to a request for information pursuant to the terms of this

Addendum.

5. DEFINITIONS. FOR PURPOSES OF THIS ADDENDUM:

5.1 The term "Fund" shall mean an open-ended management investment company

that is registered or required to register under section 8 of the

Investment Company Act of 1940 and includes the fund's principal

underwriter and transfer agent. The term not does include any "excepted

funds" as defined in SEC Rule 22c-2(b) under the Investment Company Act of

1940. Excepted fund means any: (1) money market funds; (2) fund that issues

securities that are listed on a national exchange; and (3) fund that

affirmatively permits short-term trading of its securities, if its

prospectus clearly and prominently discloses that the fund permits

short-term trading of its securities and that such trading may result in

additional costs for the fund.

5.2 The term "Shares" means the interests of Shareholders corresponding to

the redeemable securities of record issued by the Fund under the Investment

Company Act of 1940 that are held by the Intermediary.

5.3 The term "Shareholder" means the holder of interests in a variable

annuity or variable life insurance contract issued by the Intermediary

("Contract").

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<PAGE>

5.4. The term "Shareholder-Initiated Transfer Purchase" means a transaction

that is initiated or directed by a Shareholder that results in a transfer

of assets within a Contract to a Fund, but does not include transactions

that are executed: (i) automatically pursuant to a contractual or

systematic program or enrollment such as transfer of assets within a

Contract to a Fund as a result of "dollar cost averaging" programs; (ii)

pursuant to a Contract death benefit; (iii) one-time step-up in Contract

value pursuant to a Contract death benefit; (iv) allocation of assets to a

Fund through a Contract as a result of payments such as loan repayments,

scheduled contributions, retirement plan salary reduction contributions, or

planned premium payments to the Contract; or (v) pre-arranged transfers a

the conclusion of a required free look period.

5.5 The term "Shareholder-Initiated Transfer Redemption" means a

transaction that is initiated or directed by a Shareholder that results in

a transfer of assets within a Contract out of a Fund, but does not include

transactions that are executed: (i) automatically pursuant to a contractual

or systematic program or enrollments such as transfers of assets within a

Contract out of a Fund as a result of annuity payouts, loans, systematic

withdrawal programs, insurance company approved asset allocation programs

and automatic rebalancing programs; (ii) as a result of any deduction of

charges or fees under a Contract; (iii) within a Contract out of a Fund as

a result of scheduled withdrawals or surrenders from a Contract; or (iv) as

a result of payment of a death benefit from a Contract.

5.6 The term "promptly" as used in Section 1.2 shall mean as soon as

practicable but in no event later than 10 business days from the

Intermediary's receipt of the request for information from the Fund or its

designee.

5.7 The term "written" includes electronic writings and facsimile

transmissions.

19