Common use of Compensation to Company Clause in Contracts

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 invested in the Variable Insurance Products Funds’ portfolios, excluding Money Market and VIP Index 500 portfolios are in the aggregate less than $100 million; and (B) compensation for each calendar quarter will not exceed one million dollars ($1,000,000).

Compensation to Company. In recognition of the fact that Company will cause Affiliates to respond to inquiries that otherwise would be handled by FIIOC, FIIOC agrees to pay Company the Affiliates, in proportion to their Fund holdings, a quarterly fee computed as follows: At the close of each calendar quarter quarter, FIIOC will determine the Average Daily Assets held in the Funds by the CompanyAffiliates. 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 0.0004 (5 4 basis points) and that sum shall be divided by four. The resulting number shall be the quarterly fee for that quarter, which shall be paid to Company during the following month. Should any Participation Agreement(s) between Company an Affiliate 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 CompanyAffiliate. 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 0.0004 (5 4 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, which shall be paid to Company during the following month. 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 invested in the Variable Insurance Products Funds’ portfolios, excluding Money Market and VIP Index 500 portfolios are in the aggregate less than $100 million; and (B) compensation for each calendar quarter will not exceed one million dollars ($1,000,000).

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 x (5 x basis points) and that sum shall be divided by four. The resulting number number, excluding ending assets if applicable as determined and provided by the Company in a statement submitted by the 5th business day following the end of the subject quarter shall be the quarterly fee for that quarter, which shall be paid to Company during the following month. 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 x (5 x 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, which shall be paid to Company during the following month. 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 invested in the Variable Insurance Products Funds’ portfolios, excluding Money Market and VIP Index 500 portfolios are in the aggregate less than $100 million; and (B) compensation for each calendar quarter will not exceed one million dollars ($1,000,000)xx.

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 invested in the Variable Insurance Products Funds’ portfolios, excluding Money Market and VIP Index 500 portfolios are in the aggregate less than $100 million; and (B) compensation for each calendar quarter will not exceed one million dollars ($1,000,000).

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, excluding Money Market and VIP Index 500 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

Compensation to Company. In recognition of the fact that Company will respond to inquiries that otherwise would be handled by FIIOCprovide Services set forth on Exhibit 1 (“Services”), 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 number shall be multiplied by the number of days in such quarter then divided by fourthe number of days in the year. 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-fivethe number of days in the year. 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 invested in the Variable Insurance Products Funds’ portfolios, excluding Money Market and VIP Index 500 portfolios portfolios, are in the aggregate less than $100 million; and (B) compensation for each calendar quarter will not exceed one million dollars ($1,000,000).

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 bases points) and that sum shall be divided by four. The resulting number shall be the quarterly fee for that quarter, which shall be paid to Company during the following month. 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, which shall be paid to Company during the following month. 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 invested in the Variable Insurance Products Funds’ portfolios, excluding Money Market and VIP Index 500 portfolios are in the aggregate less than $100 million; and (B) compensation for each calendar quarter will not exceed one million dollars ($1,000,000).

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 Agreem ent for any calendar quarter in which the average net assets of the Company invested in the Variable Insurance Products Funds’ portfolios, excluding Money Market and VIP Index 500 portfolios are in the aggregate less than $100 million; and (B) compensation for each calendar quarter will not exceed one million dollars ($1,000,000).

Compensation to Company. In recognition of the fact that Company will cause Affiliates to respond to inquiries that otherwise would be handled by FIIOC, FIIOC agrees to pay Company the Affiliates, in proportion to their Fund holdings, a quarterly fee computed as follows: At the close of each calendar quarter quarter, FIIOC will determine the Average Daily Assets held in the Funds by the CompanyAffiliates. 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 0.000X (5 X basis points) and that sum shall be divided by four. The resulting number shall be the quarterly fee for that quarter, which shall be paid to Company during the following month. Should any Participation Agreement(s) between Company an Affiliate 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 CompanyAffiliate. 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 0.000X (5 X 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, which shall be paid to Company during the following month. 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 invested in the Variable Insurance Products Funds’ portfolios, excluding Money Market and VIP Index 500 portfolios are in the aggregate less than $100 million; and (B) compensation for each calendar quarter will not exceed one million dollars ($1,000,000).

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, excluding Money Market and VIP Index 500 ' 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 Real Estate Portfolio

Compensation to Company. In recognition of the fact that Company will cause Affiliates to 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 quarter, FIIOC will determine the Average Daily Assets held in the Funds by the CompanyAffiliates. 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, which shall be paid to Company within 35 days of the close of the calendar quarter. Each payment will be accompanied by a statement showing the calculation of the fee payable to Broker-Dealer for the relevant quarter and such other supporting data as may be reasonably requested by Broker-Dealer. Company hereby instructs FIIOC to remit the fee due to Company pursuant to this paragraph 3, by wire, to the following account: ING Financial Advisers, LLC Wachovia Bank of North Carolina ABA # 053 100 494 Acct Name: 1NG Life Insurance & Annuity Acct # 0000-000-000 With notice of any such remittance to: Directed Services, Inc. 0000 Xxxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxx Telephone: 000.000.0000 Facsimile: 000.000.0000 Should any Participation Agreement(s) between Company an Affiliate 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 CompanyAffiliate. 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, which shall be paid to Company within 35 days of the close of the calendar quarter. Each payment made under this Agreement will be accompanied by a statement showing the calculation of the fee payable to the Company for the relevant quarter and such other supporting data as may be reasonably requested by the Company. 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 invested in the Variable Insurance Products Funds’ portfolios, excluding Money Market and VIP Index 500 portfolios are in the aggregate less than $100 million; and (B) compensation for each calendar quarter will not exceed one million dollars ($1,000,000)__________.

Compensation to Company. In recognition of the fact that Company will respond to inquiries that otherwise would be handled by FIIOC, FIIOC XXXXX 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, excluding Money Market and VIP Index 500 ' 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 Real Estate Portfolio

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, excluding Money Market and VIP Index 500 ' 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

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, excluding Money Market and VIP Index 500 ' 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

Compensation to Company. In recognition of the fact that Company will respond to inquiries that otherwise would be handled by FIIOCprovide Services set forth on Exhibit 1 (“Services”), 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 invested in the Variable Insurance Products Funds’ portfolios, excluding Money Market and VIP Index 500 portfolios portfolios, are in the aggregate less than $100 million; and (B) compensation for each calendar quarter will not exceed one million dollars ($1,000,000).

Compensation to Company. In recognition of the fact that Company will respond to inquiries that otherwise would be handled by FIIOCprovide Services set forth on Exhibit 1 (“Services”), 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 number shall be multiplied by the number of days in such quarter then divided by fourthe number of days in the year. 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-fivethe number of days in the year. 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 invested in the Variable Insurance Products Funds’ portfolios, excluding Money Market and VIP Index 500 portfolios portfolios, are in the aggregate less than $100 million; and (B) compensation for each calendar quarter will not exceed one million dollars ($1,000,000).

Compensation to Company. In recognition of the fact that Company will cause Affiliates to 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 quarter, FIIOC will determine the Average Daily Assets held in the Funds by the CompanyAffiliates. 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, which shall be paid to Company within 45 days following the end of such calendar quarter. Should any Participation Agreement(s) between Company an Affiliate 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 CompanyAffiliate. 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, which shall be paid to Company with 45 days following the end of such calendar 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 invested in the Variable Insurance Products Funds’ portfolios, excluding Money Market and VIP Index 500 portfolios are in the aggregate less than $100 million; and (B) compensation for each calendar quarter will not exceed one million _______ dollars ($1,000,000________).

Compensation to Company. In recognition of the fact that Company Company, on behalf of Affiliates, will respond to inquiries that otherwise would be handled by FIIOCprovide Services set forth on Exhibit 1 (“Services”), 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 CompanyAffiliates. Average Daily Assets shall be the sum of the daily assets excluding any assets held in account #09702972456 and any new accounts added after the date of this Amendment, 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 number shall be multiplied by the number of days in such quarter then divided by fourthe number of days in the year. . The resulting number shall be the quarterly fee for that quarterquarter which shall be paid to the Company during the following month. Should any Participation Agreement(s) between Company an Affiliate 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 CompanyAffiliate. 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-fivethe number of days in the year. The resulting number shall be the quarterly fee for the stub quarter, which shall be paid to Company during the following month. 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 invested in the Variable Insurance Products Funds’ portfolios, excluding Money Market and VIP Index 500 portfolios are in the aggregate less than $100 million; and (B) compensation for each calendar quarter will not exceed one million dollars ($1,000,000$ ).

Compensation to Company. In recognition of the fact that Company will respond to inquiries provide Services that otherwise would be handled by FIIOCFIDELITY, FIIOC FIDELITY agrees to pay Company a quarterly fee computed as follows: At the close of each calendar quarter FIIOC FIDELITY 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 invested in the Variable Insurance Products Funds’ portfolios, excluding Money Market and VIP Index 500 portfolios are in the aggregate less than $100 million; and (B) compensation for each calendar quarter will not exceed one million dollars ($1,000,000).