PRINCIPAL UNDERWRITER'S AGREEMENT

IT IS HEREBY  AGREED by and between  FIDELITY  SECURITY LIFE  INSURANCE  COMPANY
("INSURANCE  COMPANY") on behalf of the separate  accounts  listed on Schedule 1
hereof  (hereinafter  the "Separate  Accounts")  and NATIONAL  PENSION AND GROUP
CONSULTANTS, INC. ("PRINCIPAL UNDERWRITER") as follows:

                                        I

INSURANCE  COMPANY  proposes  to issue  and  sell  certain  individual  variable
deferred annuity  contracts with flexible purchase payments (the "Contracts") of
the Separate Accounts to the public through PRINCIPAL UNDERWRITER. The PRINCIPAL
UNDERWRITER  agrees to provide sales service subject to the terms and conditions
hereof.  The Contracts to be sold are more fully  described in the  registration
statements and prospectuses hereinafter mentioned. Such Contracts will be issued
by INSURANCE COMPANY through the Separate Accounts.

                                       II

INSURANCE COMPANY grants PRINCIPAL  UNDERWRITER the exclusive right,  during the
term of this Agreement,  subject to registration  requirements of the Securities
Act of 1933 and the  Investment  Company Act of 1940 and the  provisions  of the
Securities  Exchange Act of 1934, to be the distributor of the Contracts  issued
through the Separate  Accounts.  PRINCIPAL  UNDERWRITER  will sell the Contracts
under  such  terms as set by  INSURANCE  COMPANY  and will  make  such  sales to
purchasers permitted to buy such Contracts as specified in the prospectuses.

                                       III

PRINCIPAL UNDERWRITER shall be compensated for its distribution services in such
amount as to meet all of its obligations to selling  broker-dealers with respect
to all Purchase  Payments accepted by INSURANCE COMPANY on the Contracts covered
hereby.

                                       IV

On behalf of the Separate  Accounts,  INSURANCE  COMPANY shall furnish PRINCIPAL
UNDERWRITER  with copies of all  prospectuses,  financial  statements  and other
documents which PRINCIPAL UNDERWRITER  reasonably requests for use in connection
with the  distribution  of the  Contracts.  INSURANCE  COMPANY  shall provide to
PRINCIPAL   UNDERWRITER   such  number  of  copies  of  the  current   effective
prospectuses as PRINCIPAL UNDERWRITER shall request.

                                        V

PRINCIPAL UNDERWRITER is not authorized to give any information,  or to make any
representations  concerning the Contracts or the Separate  Accounts of INSURANCE
COMPANY  other than those  contained in the current  registration  statements or
prospectuses  relating to the Separate  Accounts  filed with the  Securities and
Exchange  Commission or such sales  literature as may be authorized by INSURANCE
COMPANY.

                                       VI

Both parties to this Agreement agree to keep the necessary  records as indicated
by applicable  state and federal law and to render the  necessary  assistance to
one another for the accurate and timely preparation of such records.

                                       VII

This Agreement  shall be effective upon the execution  hereof and will remain in
effect  unless  terminated  as  hereinafter   provided.   This  Agreement  shall
automatically  be  terminated  in the  event  of  its  assignment  by  PRINCIPAL
UNDERWRITER.

This  Agreement  may at any time be  terminated  by either  party hereto upon 60
days' written notice to the other party.  This Agreement may at any time also be
terminated  by either party hereto as to only one of the Separate  Accounts upon
60 days'  written  notice  to the  other  party  with no  effect as to the other
Separate Account.

                                      VIII

All notices,  requests,  demands and other  communications  under this Agreement
shall be in  writing  and  shall be  deemed  to have  been  given on the date of
service if served  personally on the party to whom notice is to be given,  or on
the date of  mailing  if sent by First  Class  Mail,  Registered  or  Certified,
postage prepaid and properly addressed.

IN WITNESS WHEREOF,  the parties hereto have caused this instrument to be signed
on their behalf by their respective officers thereunto duly authorized.

EXECUTED this ____ day of ___________, 2004.

                                           INSURANCE COMPANY

                                           FIDELITY SECURITY LIFE INSURANCE
                                           COMPANY


                                           BY:_______________________________

ATTEST:________________________


                                           PRINCIPAL UNDERWRITER

                                           NATIONAL PENSION AND GROUP
                                           CONSULTANTS, INC.


                                           BY:_______________________________

ATTEST:________________________



                                   SCHEDULE 1

FSL Separate Account M
LPLA Separate Account One