SELLING AGREEMENT This is an Agreement by and between Walnut Street Securities, Inc. (hereafter referred to as "Company"), and KMS FINANCIAL SERVICES, INC. (hereafter referred to as "Broker-dealer") Premises A. Company is a principal underwriter for...

SELLING AGREEMENT

This is an Agreement by and between Walnut Street Securities, Inc. (hereafter
referred to as "Company"), and KMS FINANCIAL SERVICES, INC. (hereafter referred
to as "Broker-dealer")

Premises

A. Company is a principal underwriter for variable life insurance contracts
(the "Contracts") issued by Paragon Life Insurance Company ("Paragon"),
which Contracts are registered as securities with the Securities and
Exchange Commission and are subject to the various regulations pertaining
to securities as well as to the laws governing Insurance contracts.

B. Broker-dealer certifies that it is registered and in good standing as a
broker-dealer under the Securities Exchange Act of 1934 and is a member in
good standing of the National Association of Securities Dealers ("NASD"),
and desires to become authorized to sell the Contracts.

In consideration of and reliance on the premises and the covenants set forth
below, the parties hereto agree as follows:

1) Basic Engagement. Company hereby agrees that Broker-dealer is authorized to
sell the Contracts. Broker-dealer hereby agrees to conduct all selling
activities in respect of the Contracts in accordance with the rules and
regulations of the NASD and all applicable state and federal laws, rules,
and regulations.

2) Broker-dealer Duties

a. Broker-dealer will ensure that individuals conducting sales activities
relating to the Contracts are duly appointed Insurance agents of
Paragon and entitled to sell the Contracts under Insurance laws of any
jurisdiction in which the Individual solicits sales.

b. Broker-dealer will ensure that sales of the Contracts do not occur in
justifications where Paragon is not licensed to sell the Contracts.

c. Broker-dealer will ensure that individuals conducting sales activities
relating to the Contracts possess the qualifications specified by the
NASD and federal laws and regulations.

d. Broker-dealer will supervise the sales practices of its agents and
hereby indemnifies and holds Company harmless from any damage or
expense caused by any breach of the Agreement or any misrepresentation
or omission in the connection of the offer or sales of any Contracts
by Broker-dealer and its agents in selling the Contracts.

3) Suitability. Broker-dealer will review all applications for the Contracts
to make certain that the purchases are suitable for the prospective
customer. Broker-dealer will promptly forward to Company all applications
for the Contracts which it deems suitable, together with any purchase
payments received, without making any deduction for compensation of the
selling agent or of the Broker-dealer itself. Paragon and Company have the
right to make their own determination concerning the acceptability of any
application for a Contract and to return any purchase payment tendered in
connection therewith.

4) Sales Materials. The Contracts are described in prospectuses, and the
mutual fund into which premiums may be directed is described in a
prospectus. Broker-dealer will offer and sell the Contracts only in
accordance with the terms and conditions of the then current prospectuses
and will make no representations not made in the prospectuses or in any
authorized supplemental sales materials approved by Company and Paragon.
Broker-dealer shall not use or permit use of advertising or sales materials
without obtaining the prior written approval of Paragon.

5) Independent Contractor. Broker-dealer is performing the acts covered by
this Agreement in the capacity of Independent contractor and not as an
agent or employee of Company or of Paragon. Neither Company nor Paragon
shall be liable for any obligation, act, or omission of Broker-dealer.

6) Compensation. Broker-dealer shall be paid by Paragon (on behalf of Company)
compensation for the sale of Contracts under the conditions set forth in
the attached Compensation Schedule. Paragon has the right to charge back
any such compensation under the conditions started in such Schedule(s). Any
Compensation Schedule can be changed by Company and Paragon as of a
specified date, provided such date is at least 10 days after the date
notice of the change is malled to Broker-dealer's last known address. Any
such change will apply only to Contracts issued on or after the effective
date of the change.

7) Effectiveness. This Agreement shall take effect as of the date it is signed
by Company, which date is shown below. It shall continue in force from year
to year unless it is terminated. This Agreement may be terminated for any
reason by either party; such termination will become effective 80 days
after the malling of a notice of termination to the other parties' last
known address. This Agreement may be terminated by Company for cause (i.e.,
Broker-dealer's violation of any of the terms of this Agreement); such
termination will become effective upon the malling of a notice of
termination to the Broker-dealer's last known address. Failure of Company
to terminate this Agreement upon knowledge of a cause shall not constitute
a waiver of the right to terminate at a later time for such cause. This
Agreement shall immediately terminate automatically if Broker-dealer shall
cease to be a member of the NASD or to possess the requisite licenses and
appointments, and Broker-dealer agrees to immediately notify Company of
such an occurrence. Broker-dealer may terminate this Agreement at any time
following 30 days written notice to Company at its last known address.

8) No Assignment. Agreement may not be assigned by Broker-dealer except with
the written consent of Company.

9) Applicable Law. This Agreement shall be construed in accordance with the
laws of Missouri.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its
corporate name by one of the corporate officers, and the Broker-dealer has set
its hand to this Agreement as of the day and year written below.

KMS Financial Services, Inc. WALNUT STREET SECURITIES, INC.
BROKER-DEALER COMPANY

SIGNATURE: SIGNATURE:

/s/ XXXX XXXXX
------------------------------------ --------------------------------------

NAME: NAME:

XXXX XXXXX
--------------------------------------

TITLE: TITLE:

PRES/CEO
--------------------------------------

ADDRESS: ADDRESS:

0000 Xxxxx Xxx, Xxxxx 0000 0000 XXXX 000 XXXXX, XXXXX 000
Xxxxxxx, XX 00000 XX. XXXXX, XXXXXXXX 00000

DATE: 4-23-96 Effective Date: __________________

COMPENSATION SCHEDULE FOR
VARIABLE LIFE INSURANCE CONTRACTS
PARAGON LIFE INSURANCE COMPANY

1. Broker-dealer shall be paid a fraction of the premium received and accepted
by Paragon under an issued variable life insurance contract for which an
agent of the Broker-dealer solicited the application. The exact amount of
compensation shall be determined by the terms of the agent's contract
between Broker-dealer and Paragon. Notwithstanding the above, no
compensation will be paid on a premium that represents in whole or in part
the surrender or loan process of any life insurance policy or annuity
contract issued by Paragon.

2. If the Agreement to which this compensation applies terminates, no further
payments of any kind will be made to Broker-dealer.

3. This Agreement will automatically terminate if the agent is no longer
registered with the Broker-dealer and no longer qualifies as a
representative registered with the National Association of Securities
Dealers (NASD).

GENERAL AMERICAN DISTRIBUTORS

SALES AGREEMENT

TABLE OF CONTENTS

I. DEFINITIONS.......................................................... 3

II. COMPLIANCE WITH APPLICABLE LAWS...................................... 4

III. AGREEMENTS, REPRESENTATIONS, AND COVENANTS........................... 6

A. AGREEMENTS AND COVENANTS OF GAD.................................. 6

B. REPRESENTATIONS AND COVENANTS OF BROKER.......................... 7

IV. PRINCIPLES OF ETHICAL MARKET CONDUCT................................. 14

V. COMPENSATION......................................................... 14

VI. COMPLAINTS AND INVESTIGATIONS........................................ 17

VII. RECORDS AND ADMINISTRATION........................................... 18

VIII. PRIVACY INFORMATION.................................................. 18

A. PROPRIETARY INFORMATION.......................................... 18

B. RECEIPT OF CUSTOMER NONPUBLIC PERSONAL INFORMATION FROM BROKER
BY GAD........................................................... 19

C. TREATMENT OF NONPUBLIC PERSONAL INFORMATION DISCLOSED TO BROKER
BY GAD........................................................... 20

D. CONFIDENTIAL INFORMATION......................................... 20

E. PROTECTED HEALTH INFORMATION..................................... 22

IX. INDEMNIFICATION...................................................... 23

X. GENERAL PROVISIONS................................................... 25

A. TERM AND TERMINATION............................................. 25

B. ASSIGNABILITY.................................................... 26

C. AMENDMENTS....................................................... 26

D. NOTICES.......................................................... 26

E. ARBITRATION...................................................... 27

F. GOVERNING LAW.................................................... 28

G. ENTIRE UNDERSTANDING............................................. 28

H. NO THIRD PARTY BENEFICIARIES..................................... 28

I. NON-EXCLUSIVITY.................................................. 28

J. WAIVER........................................................... 29

K. COUNTERPARTS..................................................... 29

L. SEVERABILITY..................................................... 29

Page 1 of 36

GENERAL AMERICAN FINANCIAL

SALES AGREEMENT

This Agreement, including the Exhibits attached hereto (collectively, the
"Agreement") dated ____________________, 2003, ("Effective Date") by and among
General American Distributors, a Missouri corporation, ("GAD") and
____________________, a ____________________ corporation that, for the
distribution of traditional fixed rate insurance products only, is a validly
licensed insurance agency, or for the distribution of registered products, is
registered as a broker dealer with the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934, as amended, (the "1934 Act")
and a member of the National Association of Securities Dealers ("NASD") and is
also either licensed as or is affiliated with a validly licensed insurance
agency (collectively "Broker").

WITNESSETH:

WHEREAS, GAD and its Affiliates issue or provide access to certain insurance
and financial products, including but not limited to, fixed rate annuities,
variable annuities, variable life insurance policies, fixed rate life insurance
policies, variable riders on such fixed rate products, and other insurance
products as identified on Exhibits A and B hereto (together, the "Contracts");
and

WHEREAS, GAD, on behalf of itself and each Affiliate that issues or provides
access to the Contracts identified on Exhibits A and B hereto, is authorized to
enter into selling agreements with unaffiliated broker-dealers or selling
groups, as the case may be, to distribute the Contracts;

WHEREAS, GAD, subject to the terms and conditions of the Agreement, hereby
appoints Broker to solicit sales of and provide service with respect to the
Contracts which are set forth on the applicable Exhibits A and B on a
non-exclusive basis;

WHEREAS, Broker accepts such appointment and agrees to use its best efforts
to find purchasers for the Contracts; and

WHEREAS, GAD proposes to compensate Broker for the sale and servicing of
Contracts in accordance with the Compensation Schedules set forth in Exhibits A
and B.

Page 2 of 36

NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:

I. Definitions

1) Affiliate - Any entity that directly or indirectly controls, is
controlled by or is under common control with GAD, including,
without limitation, any entity that owns 25% or more of the voting
securities of any of the foregoing and any entity that is a
subsidiary of any of the foregoing.

2) Agency - An associated insurance agency of Broker, identified on
Exhibit D hereto, which is properly licensed to participate in the
business of insurance.

3) Applicable Laws - Shall have the meaning given to such term as in
accordance with Section II of this Agreement.

4) Confidential Information - Shall have the meaning given to such
term as described in Section VIII(D) of this Agreement.

5) Fixed Contracts - Contracts that are not variable and include,
without limitation, fixed rate annuities, fixed rate life
insurance and other fixed insurance contracts, issued by GAD, or
its Affiliates, as more fully described in Exhibit B, which may be
amended by GAD in its sole discretion from time to time.

6) General Agent - Shall have the meaning given to such term as
described in Section III(B)(20) of this Agreement.

7) Nonpublic Personal Information - Nonpublic personal information
means financial or health related information by which a financial
institution's consumers and customers are individually
identifiable, including but not limited to nonpublic personal
information as defined by Title V of the Xxxxx-Xxxxx-Xxxxxx Act
and regulations adopted pursuant to the Act.

8) Prospectus - The prospectuses and Statements of Additional
Information included within the Registration Statements referred
to herein or filed pursuant to the Securities Act of 1933 and the
Investment Company Act of 1940, as amended.

Page 3 of 36

9) Registration Statements - Registration statements and amendments
thereto filed with the SEC relating to the Variable Contracts,
including those for any underlying investment vehicle or variable
insurance rider.

10) Variable Contracts - Variable life insurance policies, variable
annuity contracts, variable insurance riders and other variable
insurance contracts, issued by GAD, or its Affiliates, as more
fully described in Exhibit A , which may be amended by GAD in its
sole discretion from time to time.

11) Representatives - those individuals, accepted by GAD to solicit
and sell Contracts under the terms of this Agreement, who are duly
licensed and appointed as a life insurance agent of GAD, and with
respect to registered products, are also duly registered,
individually, with the NASD in compliance with 1934 Act.

12) Protected Health Information or PHI -- Individually identifiable
information that is transmitted or maintained in any medium and
relates to the past, present or future physical or mental health
or condition of an individual; the provision of health care to an
individual; or future payment for the provision of health care to
the individual. PHI includes demographic information about
individuals, including names; addresses; dates directly related to
an individual, including but not limited to birth date; telephone
numbers; fax numbers; E-mail addresses; Social Security numbers;
policy numbers; medical record numbers; account numbers; and any
other unique identifying number, characteristic, or code. PHI
includes, but is not limited to, information provided by an
individual on an application for a long term care insurance policy
or other health care plan issued by GAD or an affiliate of GAD;
information related to the declination or issuance of, or claim
under, a long term care insurance policy issued by GAD or an
affiliate; or information derived therefrom.

II. Compliance With Applicable Laws

1) GAD and Broker agree to comply with all applicable state and
federal statutes, laws, rules, and regulations including without
limitation, state insurance laws, rules and regulations, and
federal and state securities laws, rules and regulations.
Applicable state and federal statutes, laws, rules and regulations
may also include, applicable rulings of federal and state
regulatory organizations, agencies and self regulatory agencies,
including without limitation state insurance departments, the SEC
and the NASD, consumer privacy laws, HIPAA and any other state or
federal laws, rules or regulations and decisions, orders and
rulings of state and federal regulatory agencies that are now or
may hereafter become applicable to the parties hereto and the
transactions that are the subject of this Agreement ("Applicable
Laws").

Page 4 of 36

2) Notwithstanding the foregoing, GAD and Broker agree to comply with
all applicable anti-money laundering laws, regulations, rules and
government guidance, including the reporting, recordkeeping and
compliance requirements of the Bank Secrecy Act ("BSA"), as
amended by The International Money Laundering Abatement and
Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT
Act ("the Act"), its implementing regulations, and related SEC and
SRO rules. These requirements include requirements to identify and
report currency transactions and suspicious activity, to verify
customer identity, to conduct customer due diligence, and to
implement anti-money laundering compliance programs. As required
by the Act, Broker certifies that it has a comprehensive
anti-money laundering compliance program that includes policies,
procedures and internal controls for complying with the BSA;
policies, procedures and internal controls for identifying,
evaluating and reporting suspicious activity; a designated
compliance officer or officers; training for appropriate
employees; and an independent audit function.

3) Further, Broker agrees to comply with the economic sanctions
programs administered by the U.S. Treasury Department's Office of
Foreign Assets Control ("OFAC"). Broker certifies that it has an
OFAC compliance program in place which includes procedures for
checking customer names and persons with signature authority over
accounts against the OFAC lists of sanctioned governments and
specially-designated nationals, terrorists and traffickers; the
screening of wire transfers and other payments against the OFAC
lists; a designated compliance officer; an internal communication
network; training of appropriate personnel; and an independent
audit function.

4) GAD and Broker agree to promptly notify the other whenever
questionable activity or potential indications of suspicious
activity or OFAC matches are detected. GAD and Broker agree to
investigate any potentially suspicious activity and to take
appropriate action, including the blocking of accounts, the filing
of Suspicious Activity Reports and the reporting of matches to
OFAC, in connection with the Contracts.

Page 5 of 36

III.Authorizations, Representations, and Covenants

A. Authorizations, Representations, and Covenants of GAD

1) GAD represents that it is duly authorized, on behalf of itself and
each Affiliate that issues or provides access to the Contracts
identified on Exhibits A and B hereto, to enter into this
Agreement with Broker to distribute such Contracts.

2) GAD authorizes Broker through its Representatives to solicit
applications for the Fixed Contracts listed in Exhibit B, provided
that (a) Broker shall not solicit applications for Fixed Contracts
except in those states where it and its Representatives are
appropriately licensed and, in which, the Fixed Contracts are
qualified for sale under Applicable Laws; and (b) Broker complies
in all other respects with the published policies and procedures
of GAD or its Affiliates, and with the terms of this Agreement.

3) GAD authorizes Broker through its Representatives to offer and
sell the Variable Contracts listed in Exhibit A, provided that
(a) Broker shall not solicit applications for Variable Contracts
except in those states where it and its Representatives are
appropriately licensed; (b) there is an effective Registration
Statement relating to such Variable Contracts; (c) such Variable
Contracts are qualified for sale under Applicable Laws in such
state in which the sale or solicitation is to take place; and
(d) Broker complies in all other respects with the published
policies and procedures of GAD and its Affiliates, and with the
terms of the Agreement. GAD shall notify Broker or its designee of
the issuance by the SEC of any stop order with respect to a
Registration Statement or the initiation of any proceeding by the
SEC relating to the registration and/or offering of Variable
Contracts and of any other action or circumstances that makes it
no longer lawful for GAD or its Affiliates to offer or issue
Variable Contracts listed in Exhibit A. GAD shall advise Broker of
any revision of or supplement to any prospectus related to the
Variable Contracts or underlying investments of such Variable
Contracts.

4) The performance or receipt of services pursuant to this Agreement
shall in no way impair the absolute control of the business and
operations of each of the parties by its own Board of Directors.
Pursuant to the foregoing, GAD shall specifically retain ultimate
authority, including but not limited to:

a) to refuse for any reason to appoint a Representative and
cancel any existing appointment at any time;

b) to direct the marketing of its insurance products and services;

c) to review and approve all advertising concerning, its
insurance products and services;

Page 6 of 36

d) to underwrite all insurance policies issued by it;

e) to cancel risks;

f) to handle all matters involving claims adjusting and payment;

g) to prepare all policy forms and amendments; and

h) to maintain custody of, responsibility for and control of all
investments.

B. Representations and Covenants of Broker

1) Broker represents and warrants that it will only offer Fixed
Contracts in those states where it or its Agency is appropriately
licensed and that it has obtained any other appointments,
approvals, licenses, authorizations, orders or consents which are
necessary to enter into this Agreement and to perform its duties
hereunder. Broker further represents that its Representatives who
will be soliciting applications for Fixed Contracts will at all
times be appropriately licensed under Applicable Laws.

2) Broker represents and warrants that it is a registered
broker-dealer under the 1934 Act, has all necessary broker-dealer
licenses, is a member in good standing with the NASD, and is
licensed as an insurance broker and has obtained any other
approvals, licenses, authorizations, orders or consents which are
necessary to enter into this Agreement and to perform its duties
hereunder. Broker further represents that its Representatives who
will be soliciting applications for Variable Contracts, whether
alone or jointly with representatives of GAD or its designee, will
at all times as required by Applicable Laws be appropriately
registered and/or licensed under such laws and shall comply with
all requirements of the NASD, the 1934 Act and all other federal
and/or state laws applicable to the solicitation and service of
the Variable Contracts including without limitation the NASD Rules
of Fair Practice, and all insurance replacement regulations and
regulations prohibiting the rebating of commission.

3) Broker represents that neither it nor any of its Representatives
are currently under investigation by any insurance regulator, the
NASD or SEC, any other self-regulatory organization or other
governmental authority (except for any investigations of which it
has notified GAD in writing). Broker further agrees that, if a
formal or informal investigation of Broker or any of its agents is
commenced by any insurance regulator, the NASD or SEC, any other
self regulatory organization or other governmental authority,
whether or not in connection with the sale of the Contracts,
Broker will notify GAD of the existence and subject matter of such
investigation. The Agency further agrees that no subagent shall be
appointed to solicit and procure Contracts of GAD if the subagent
has been convicted of any felony prohibited by the Federal Violent
Crime Control and Law Enforcement Act of 1994.

Page 7 of 36

4) Commencing at such time as GAD and Broker shall agree upon, Broker
shall find suitable purchasers for the Contracts for which
Representatives are licensed and authorized under Applicable Laws.
In meeting its obligation to solicit applications for the
Contracts, Broker shall engage in the following activities:

a) Broker shall use only those training, sales, advertising, and
promotional materials with respect to the Contracts that have
been pre-approved in writing by GAD for use at that time;

b) Broker shall establish and implement reasonable procedures for
periodic inspection and supervision of sales practices of its
Representatives, and will, upon a reasonable written request
from GAD, provide a report to GAD on the results of such
inspections and the compliance with such procedures; provided,
however, that Broker shall retain sole responsibility for the
supervision, inspection and control of its Representatives;

c) Broker shall take reasonable steps to ensure that its
Representatives shall not make recommendations to an applicant
to purchase a Contract in the absence of reasonable grounds to
believe that the purchase of a Contract is suitable for such
applicant as required by Applicable Laws. Broker shall be
solely responsible for determining the suitability of
recommendations to purchase a Contract made by its agents or
other representatives; and notwithstanding the foregoing,
Broker may offer the Contracts in addition to offering other
life insurance and annuity products to customers of Broker.
Furthermore, Broker understands that no territory is
exclusively assigned to Broker hereunder. Broker acknowledges
and agrees that GAD may distribute the Contracts through its
own employee's agent and Representatives, including those of
its Affiliates, or through any other distribution method or
system including (but not limited to) agreements with other
insurance agencies regarding the sale of such Contracts in the
territories, markets or distribution channels covered by this
Agreement.

Page 8 of 36

by a qualified registered principal. With respect to variable
Contracts distributed jointly by Broker and representatives of
GAD or its designee, Broker shall ensure that all applications
relating thereto have been provided to Broker for its review
and approval by a qualified registered principal of Broker.

5) To the extent permitted by Applicable Laws, only the initial
purchase payments for the Contracts shall be collected by
Representatives of Broker. All such purchase payments shall be
remitted promptly in full, together with any related application,
forms and any other required documentation to GAD. The Broker
shall make such remittances in accordance with any and all
policies and procedures described in the contract, insurance
policy, prospectus, if appropriate, and any collateral documents
associated with such Contracts.

6) Broker acknowledges that GAD, on behalf of itself and its
Affiliates, shall have the unconditional right to reject, in whole
or in part, any application for a Contract. If GAD rejects an
application, GAD will immediately return any purchase payments
received directly to the Broker, and Broker will be responsible
for promptly returning such payments to the purchaser. If any
purchaser of a Contract elects to return such Contract pursuant to
any law or contractual provision, any purchase payment made or
such other amount, as the Contract or Applicable Laws shall
specify, will be returned by GAD to the Broker, and the Broker
will be responsible for promptly returning such payments to the
purchaser. If a purchase payment is either refunded or returned to
the purchaser, no commission will be payable to Broker hereunder,
and any commission received by Broker will be returned promptly to
GAD. GAD may, at its option, offset any such amounts against any
amounts payable to Broker.

7) Broker is not a principal, underwriter or agent of GAD, or its
Affiliates, or any separate account of GAD or its Affiliates.
Broker shall act as an independent contractor, and nothing herein
contained shall constitute Broker, nor its agents or other
representatives, including Representatives as employees of GAD or
its Affiliates in connection with the solicitation of applications
for Contracts or other dealings with the public. Broker, its
agents and its other representatives, shall not hold themselves
out to be employees of GAD or its Affiliates in this connection or
in any dealings with the public.

8) Broker agrees that any material it develops, approves or uses for
sales, training, explanatory or other purposes in connection with
the solicitation of applications for the Contracts hereunder,
other than generic advertising material which does not make
specific reference to GAD, its Affiliates or the Contracts, will
not be used without the prior written consent of GAD.

Page 9 of 36

9) Broker shall ensure that solicitation and other activities
undertaken by Broker or its Representatives shall be undertaken
only in accordance with Applicable Laws. Broker represents no
commissions, or portions thereof, or other compensation for the
sale of the Contracts will be paid to any person or entity that is
not duly licensed and appointed by GAD in the appropriate states
as required by Applicable Laws. Broker shall ensure that
Representatives fulfill any training requirements necessary to be
licensed or otherwise qualified to sell the Contracts. Broker
understands and acknowledges that neither it, nor any of its
Representatives, is authorized by GAD to give any information or
make any representation in connection with this Agreement or the
offering of the Contracts other than those contained in the
contract, policy, prospectus, or solicitation material authorized
for use in writing by GAD or its Affiliates. Broker shall not make
any representations or give information that is not contained in
the contract, policy, prospectus or solicitation material of the
Contracts.

10) Neither Broker nor its agents, designees or other representatives
shall have authority on behalf of GAD or its Affiliates to alter
or amend any Contract or any form related to a Contract to adjust
or settle any claim or commit GAD or its Affiliates with respect
thereto, or bind GAD or its Affiliates in any way; or enter into
legal proceedings in connection with any matter pertaining to
GAD's business without its prior written consent. Broker shall not
expend, nor contract for the expenditure of, funds of GAD nor
shall Broker possess or exercise any authority on behalf of GAD
other than that expressly conferred on Broker by this Agreement.

11) Broker shall prepare any forms necessary to comply with Applicable
Laws or otherwise required in connection with the sale of the
Contracts, either as an initial transaction or as a replacement
for other insurance or annuity products, and Broker shall send
such forms to GAD. In the alternative, if such forms are not
required, but information with respect to a transaction or
replacement is required, Broker will transmit such information in
writing to GAD. Broker further shall notify GAD when sales of the
Contracts are replacement contracts. Such notification shall not
be later than the time that Broker submits applications for such
Contracts to GAD.

Page 10 of 36

12) Broker shall furnish GAD and any appropriate regulatory authority
with any information, documentation, or reports prepared in
connection with or related to this Agreement which may be
requested by GAD or an appropriate regulatory authority in order
to ascertain whether the operations of GAD or Broker related to
the Contracts are being conducted in a manner consistent with
Applicable Laws.

13) Broker will adhere to all Applicable laws, including but not
limited to, state insurance replacement regulations, before it
receives or solicits any applications for Contracts.

14) Broker represents that it has full authority to enter into this
Agreement and that by entering into this Agreement it will not
impair any other of its contractual obligations with respect to
sales of any Contract.

15) Insurance Coverage.

a) Fidelity Bond. Broker shall secure and maintain a fidelity
bond (including coverage for larceny and embezzlement), issued
by a reputable bonding company, covering all of its directors,
officers, agents, Representatives, associated persons and
employees who have access to funds of GAD or its Affiliates.
This bond shall be maintained at Broker's expense in at least
the amount prescribed under Rule 3020 of the NASD Conduct
Rules or future amendments thereto. Broker shall provide GAD
with satisfactory evidence of said bond upon GAD's reasonable
request. Broker hereby assigns any proceeds received from a
fidelity bonding company, or other liability coverage, to GAD,
for itself or on behalf of its Affiliates as their interest
may appear, to the extent of its loss due to activities
covered by the bond, policy or other liability coverage.

b) Plan of Insurance Agents. Broker shall maintain in full force
and effect during the term of this Agreement a plan of
insurance, which may be a plan of self-insurance, which shall
provide coverage for errors and omissions of the Broker, its
Agency, representatives and agents, including Representatives.
If such insurance plan terminates for any reason during the
term of the Agreement, Broker shall immediately notify GAD of
such termination. If requested by GAD, Broker shall provide
satisfactory evidence of coverage under such insurance policy
satisfactory to GAD showing the amount and scope of coverage
provided.

c) Loss of coverage. The authority of any Representative to
solicit and procure Contracts hereunder shall terminate
automatically upon the termination of such Representative's
coverage under the Broker's fidelity bond or plan of insurance
as referenced herein.

Page 11 of 36

d) Broker represents that all of its directors, officers and
representatives are and shall be covered by blanket fidelity
bonds, including coverage for larceny and embezzlement, issued
by a reputable bonding company. These bonds shall be
maintained at Broker's expense and shall be at least, of the
form type and amount required under the NASD Rules of Fair
Practice. Upon request, Broker shall give evidence
satisfactory to GAD that such coverage is in force.
Furthermore, Broker shall give prompt written notice to GAD of
any notice of cancellation or change of such coverage. Broker
hereby assigns any proceeds received from a fidelity bonding
company, or other liability coverage, to GAD, for itself or
its Affiliates, as their interest may appear, to the extent of
their loss due to activities covered by the bond, policy or
other liability coverage.

16) In such cases where Broker intends to distribute the Variable
Contracts through an Agency, Broker further represents that:

a) Broker will operate and be responsible for all
securities-related services provided by Agency arising from
the offer, sale and/or servicing by its registered
Representatives of the Variable Contracts;

b) Agency will engage in the offer or sale of Variable Contracts
only through persons who are registered Representatives of the
Broker. Unregistered employees will not engage in any
securities activities, nor receive any compensation based on
transactions in securities or the provision of securities
advice;

c) Broker will be responsible for the training, supervision, and
control of its registered Representatives as required under
the 1934 Act and other applicable laws, including, but not
limited to, principal review and approval of all sales
literature and advertisements, periodic compliance audits, and
maintaining ability to appoint and terminate registered
persons.

d) Registered Representatives will be licensed under the
insurance laws of the states in which they do business and
will be appointed agents by Agency for which the
representatives may solicit applications in connection with
the offer and sale of insurance securities;

e) Broker and Agency, as applicable, will maintain the books and
records relating to the sale of Variable Contracts and the
receipt and disbursement of insurance commissions and fees
thereon. Such books and records will be maintained and
preserved in conformity with the

Page 12 of 36

requirements of Section 17(a) of the 1934 Act and the Rules
thereunder, to the extent applicable, and will at all times be
compiled and maintained in a manner that permits inspection by
supervisory personnel of the Broker, the SEC, the NASD, and
other appropriate regulatory authorities; and

f) All premiums derived from the sale of the Variable Contracts
will be made payable to and sent directly to GAD or will be
sent by customers to the Broker for forwarding to GAD. Agency
will not receive, accumulate, or maintain custody of customer
funds.

17) In such cases where Broker intends to distribute Fixed Contracts
through an Agency, Broker agrees that before an agent is permitted
to solicit Contracts, Broker or its Agency shall have entered into
a written agreement pursuant to which the subagent: (a) is
authorized to deliver policies only upon the payment to it of the
premiums due thereon and upon compliance with the terms,
conditions and provisions of such policies; (a) shall promptly
remit to the Agency all funds collected on GAD's or its
Affiliates' behalf; (c) shall otherwise act only pursuant to the
limited authority granted to the Agency hereunder and shall comply
with all of the duties and obligations of the Broker hereunder and
the rules of GAD or its Affiliates; and (d) agrees to GAD's right
to offset from any compensation due the subagent any indebtedness
due from the subagent to GAD or its Affiliates and to chargeback
compensation under GAD's or its Affiliates' rules. The Broker
further agrees that it shall promptly remit to GAD all funds
collected on the behalf of GAD or its Affiliates.

18) Broker agrees to comply with the policies and procedures of GAD
and its Affiliates with respect to the solicitation, sales and
administration of Contracts and services Broker and
Representatives are authorized to sell and service under the
Agreement, including, but not limited to, privacy policies and
procedures, as those policies and procedures may be provided to
Broker by GAD from time to time.

19) For a period of 12 months after termination of the Agreement, the
Agency shall not, directly or indirectly, on a systematic basis,
contact the policyholders of GAD or its Affiliates or condone such
contact for the purpose of inducing any such policyholders to
lapse, cancel, and fail to renew or replace any Contract. If the
Agency, in the judgment of GAD is determined to have engaged in
such prohibited activity, then GAD shall have the right to declare
the Agency's claims for compensation or any other benefit under
the Agreement shall be forfeited and void. GAD, on behalf of
itself and its Affiliates, may also pursue all remedies, including
injunction, to assure

Page 13 of 36

compliance with the covenants in this section and shall, if
successful, be entitled to recover from the Agency all costs and
expenses incurred in pursuing such remedies, including reasonable
attorneys' fees.

20) In such cases where Broker shall distribute Contracts with the
assistance of the general agency distribution system of GAD
("General Agent"), the following additional terms shall apply:

a) Broker hereby acknowledges and consents to in advance the
participation of every General Agent, designated by GAD, as a
participating general agency under this Agreement.

b) Broker agrees that both it and its Representatives shall work
cooperatively with the General Agent(s) located in the
particular territory where a Contract is sold and through
which the sale is processed on behalf of GAD or its
Affiliates. Broker further agrees that with respect to each
such Contract, it will rely solely upon the General Agent(s)
for Contract issuance, servicing, the forwarding of
commissions, and other related matters. Notwithstanding the
foregoing, the Broker agrees that it shall look solely to GAD
and not to General Agent(s) for payment of any commissions or
other compensation payable pursuant to the terms of this
Agreement.

IV. Principles of Ethical Market Conduct

As a member of the American Council of Life Insurance's Insurance
Marketplace Standards Association (IMSA), GAD expects that the Agency
and its subagents will abide by the six principles of ethical market
conduct set forth by IMSA in connection with all Contracts sold
pursuant to this Agreement. The six principles are as follows: (a) to
conduct business according to high standards of honesty and fairness
and to render that service to its customers which in the same
circumstances, it would apply to or demand for itself; (b) to provide
competent and customer focused sales and service; (c) to engage in
active and fair competition; (d) to provide advertising and sales
material that are clear as to purpose and honest and fair as to
content; (e) to provide fair and expeditious handling of customer
complaints and disputes; and (f) to maintain a system of supervision
and review that is reasonably designed to achieve compliance with
these principles of ethical market conduct.

V. Compensation

1) GAD shall pay Broker compensation for the sale of each Contract
sold by Representative of Broker as set forth in the Compensation
Schedule(s) attached between GAD and either Broker or Agency,

Page 14 of 36

as the case may be. GAD shall identify to Broker with each such
payment the name or names of the Representative(s) of Broker who
solicited each Contract covered by the payment. Broker will be
responsible for issuing checks, statements or forms for tax
purposes and other administrative duties connected with
compensation of such Representatives.

2) GAD may at any time offset against any compensation payable to
(a) the Agency or its successors or assigns, any indebtedness due
from the Agency to GAD or its Affiliates, and (b) the subagents or
their successors or assigns any indebtedness due from the subagent
to GAD or its Affiliates. Nothing contained herein shall be
construed as giving Agency or representative the right to incur
any indebtedness on behalf of GAD or its Affiliates. Any remaining
indebtedness of Broker to GAD or its Affiliates arising under this
Agreement shall be a first lien against any monies payable
hereunder. The right of Broker, or any person claiming through
Broker to receive any compensation provided by this Agreement
shall be subordinate to the right of GAD to offset such
compensation against any such indebtedness of the Broker to GAD or
its Affiliates.

3) Neither Broker nor any of its Representatives shall have any right
to withhold or deduct any part of any purchase payment it shall
receive with respect to the Contracts covered by this Agreement
for purposes of payment of commission or otherwise.

4) No compensation shall be payable, and any compensation already
paid shall be returned to GAD on request, under each of the
following conditions:

a) if GAD or its Affiliates, in their sole discretion, determine
not to issue the Contract applied for,

b) if GAD or its Affiliates refund the premium paid by the
applicant, upon the exercise of applicant's right of
withdrawal pursuant to any "free-look" privilege,

c) if GAD or its Affiliates refund the premium paid by applicant
as a result of the resolution of a consumer complaint,
recognizing that GAD and its Affiliates have sole discretion
to refund premiums paid by applicants, or

d) if GAD or its Affiliates determine that any person signing an
application who is required to be registered and/or licensed
or any other person or entity receiving compensation for
soliciting purchases of the Contracts is not duly registered
and/or licensed to sell the Contracts in the jurisdiction of
such attempted sale.

Page 15 of 36

5) GAD shall pay the compensation to Agency for Contracts credited
prior to the termination date of this Agreement, to the Agency
under the Agreement, as set forth in Compensation Schedule,
attached, while it is in effect. Such Compensation shall be
payable when the premium is due and paid to GAD subject to the
provisions of this Agreement and of the Compensation Schedule.

6) The compensation to be paid by GAD to Agency for the services
provided by Broker and Agency in connection with the joint
distribution of Contracts, if any, hereunder shall be set forth on
the credit line of the completed application form for the product
sold.

7) Agency and Broker hereby agree and acknowledge that compensation
attributable to the sale of any Contract issued by an Affiliate
shall be payable directly by GAD to Agency, and not by the
Affiliate. Agency and Broker further agree and acknowledge that
such payment of compensation by GAD attributable to the sale of
such Contracts shall constitute a complete discharge of the
obligation to pay compensation by the Affiliate issuer under this
Agreement. The foregoing manner of payment shall not affect the
right of offset or chargeback as referred to in Sections V (2) and
V (4) of this Agreement, or other compensation rules as may be set
forth in this Agreement, Compensation Schedules(s), or rules of
GAD or its Affiliates.

8) GAD shall not be obligated to pay any compensation, which would
violate the applicable laws of any jurisdictions, anything in this
Agreement notwithstanding.

9) Broker, either directly or by reimbursing GAD on request, shall
pay for expenses incurred by such Broker in connection with the
solicitation, offer and sale of the Contracts.

10) In addition to the conditions and limitations elsewhere contained
in the Agreement and the Compensation Schedule(s), no first year
commission shall be payable on replacements or switches of any
Contract with another Contract, which are undisclosed, and which
otherwise requires disclosure by either state regulation or GAD's
or its Affiliates' rules on replacement transactions; the
replacement or switching rules of each applicable Affiliate are
described on Exhibit C attached hereto.

Page 16 of 36

11) With respect to compensation under this Agreement, in the event
that anything contained in this Section V conflicts with the terms
of the compensation described in the attached product schedules,
the terms contained in such schedules attached will prevail.

VI. Complaints and Investigations

1) Broker and GAD jointly agree to cooperate fully in any regulatory
investigation or proceeding or judicial proceeding arising in
connection with the offer, sale, and/or servicing of the Contracts.

2) Both the Broker and GAD jointly agree to investigate any customer
complaint in connection with the Contracts. The term customer
complaint shall mean an oral or written communication either
directly from the purchaser of or applicant for Contract covered
by this Agreement or his/her legal representative, or indirectly
from a regulatory agency to which he/she or his/her legal
representative has expressed a grievance.

3) Such cooperation referred to in Sections VI (1) and VI (2) of this
Agreement shall include, but is not limited to, each party
promptly notifying the other of the receipt of notice of any such
investigation or proceeding, forwarding to the other party a copy
of any written materials in connection with the matter and such
additional information as may be necessary to furnish a complete
understanding of same. In the case of a customer complaint,
promptly refer such complaint to the other party for handling
where appropriate and provide the other party with customer
complaint information and documentation upon request. A complaint
is defined as a written or documented verbal communication
received by a company or its distributors, which primarily
expresses a grievance.

4) GAD reserves the right to settle on behalf of itself, and on
behalf of itself and Broker collectively if Broker agrees, any
claims, complaints or grievances made by applicants, policyholders
or others in connection with the Contracts, and concerning any
conduct, act or omission by the Broker or its agents or
representatives with respect to the Contracts or any transactions
arising out of this Agreement. If Broker does not agree to a
collective settlement with GAD and GAD, on behalf of itself,
settles the matter, Broker shall indemnify and hold harmless GAD
from any and all claims, complaints or grievances made by Broker
or any applicant, policyholder or other made in connection with
such matter.

Page 17 of 36

VII. Records and Administration

1) Once a Contract has been issued, it will be delivered after review
by Broker to the applicant, accompanied by any applicable Notice
of Withdrawal Right and any additional appropriate documents. GAD
will confirm or cause to be confirmed to customers all Contract
transactions, as to the extent legally required, and will
administer the Contracts after they have been delivered, but may
from time to time require assistance from Broker. Broker hereby
undertakes to render such assistance to GAD.

2) Broker will maintain all books and records as required by Rules
17a-3 and 17a-4 under the 1934 Act, except to the extent that GAD
may agree to maintain any such records on Broker's behalf. Records
subject to any such agreement shall be maintained by GAD as agent
for Broker in compliance with said rules, and such records shall
be and remain the property of Broker and be at all times subject
to inspection by the SEC in accordance with Section 17(a) of that
Act. Nothing contained herein shall be construed to affect GAD's
or its Affiliates' right to ownership and control of all pertinent
records and documents pertaining to its business operations
including, without limitation, its operations relating to the
Contracts, which right is hereby recognized and affirmed. GAD and
Broker agree that each shall retain all records related to this
Agreement as required by the 1934 Act, and the rules and
regulations thereunder and by any other applicable law or
regulation, as Confidential Information as described in Section
VIII(D) of this Agreement, and neither party shall reveal or
disclose such Confidential Information to any third party unless
such disclosure is authorized by the party affected thereby or
unless such disclosure is expressly required by applicable federal
or state regulatory authorities. However, nothing contained herein
shall be deemed to interfere with any document, record or other
information, which by law, is a matter of public record.

VIII. Privacy Information

A. Proprietary Information

Page 18 of 36

literature, authorizations, manuals and supplies of every kind and
nature relating to the Contracts and the servicing of the Contracts
are and shall remain the property of GAD or its Affiliates. Such
proprietary information and materials shall be treated as nonpublic
personal information and/or confidential information, as appropriate
pursuant to Sections VIII(A), (B), (C), and (D) of this Agreement.

Any and all proprietary information and material developed and
provided by GAD and its Affiliates shall be returned to GAD (including
all copies made by the Broker or its affiliates) upon termination of
this Agreement. Any materials developed by the Broker or its
affiliates in support of the marketing, sales, advertising or training
related to GAD or its Contracts shall be destroyed upon the
termination of the Agreement.

B. Receipt of Customer Nonpublic Personal Information From Broker by GAD

1) GAD will treat Nonpublic Personal Information regarding Broker's
customers provided to it by Broker under this Agreement as
Confidential Information under Section VIII(D) of this Agreement,
except that such provisions shall not apply to such information
regarding customers of Broker who were, are or become
policyholders or customers of GAD or its Affiliates other than by
reason of the services provided by Broker under this Agreement.

2) Notwithstanding the foregoing, GAD and its Affiliates shall have
the right to use or disclose such nonpublic personal information:
(a) to the full extent required to comply with Applicable Laws or
requests of regulators; (b) as necessary in connection with any of
GAD's audit, legal, compliance or accounting procedures; (c) as
necessary or permitted by Applicable Laws in the ordinary course
of business, for example to administer Contracts and provide
customer service to purchasers of Contracts under this Agreement;
(d) as authorized by such customer; and (e) to protect against or
prevent fraud.

3) GAD and its Affiliates may market, offer, sell or distribute
insurance products, including, but not limited to, the Contracts,
or any of their other products and related services, outside of
this Agreement to customers of Broker provided they do not use
Nonpublic Personal Information regarding Broker's customers
provided by Broker to specifically target customers, and such
marketing, offering, selling or distributing by GAD and its
Affiliates of insurance (including but not limited to the
Contracts) or any of their other products or services shall not be
subject to the terms of this Agreement.

Page 19 of 36

C. Treatment of Nonpublic Personal Information Disclosed to Broker by GAD

Broker will treat Nonpublic Personal Information regarding Broker's
customers provided to it by GAD under this Agreement as Confidential
Information and shall use such information only to solicit sales of
and to provide service with respect to Contracts sold pursuant to this
Agreement. Notwithstanding the foregoing, Broker shall have the right
to use or disclose Nonpublic Personal Information provided to it by
GAD to the extent permitted by Applicable Laws and GAD's or its
Affiliate's privacy policy, for example, to comply with Applicable
Laws or requests of regulators, in connection with Broker's audit
procedures, as authorized by such customers, and to protect against or
prevent fraud.

D. Confidential Information

1) GAD and Broker will maintain the confidentiality of Confidential
Information disclosed by either party to the other party under the
terms of this Agreement. Except as otherwise provided in Sections
VIII(A) and VIII(B), neither GAD nor Broker shall disclose any
Confidential Information that is covered by this Agreement, and
shall only disclose such information if authorized in writing by
the affected party or if expressly required under the terms of a
valid subpoena or order issued by a court of competent
jurisdiction or regulatory body or applicable laws and
regulations. "Confidential Information" means: (a) any information
that this Agreement specifies will be treated as "Confidential
Information" under this Section VIII(D); (b) any information of
Broker and its affiliates disclosed by Broker to GAD through the
course of business during the term of this Agreement, or any
information of GAD and its Affiliates that is disclosed by GAD to
Broker through the course of business during the term of this
Agreement, in each such case if such information is clearly
identified as and marked "confidential" by the disclosing party,
such information includes, but is not limited to, new products,
marketing strategies and materials, development plans, customer
information, client lists, pricing information, rates and values,
financial information and computer systems; (c) Nonpublic Personal
Information; and (d) information required to be treated as
confidential under Applicable Laws.

Page 20 of 36

such third party of an independent obligation of confidentiality
of which the receiving party is aware; or (iii) information that
the disclosing party consents in writing that the receiving party
may disclose.

3) The disclosing party warrants that it has the right to provide
access to, disclose and use, the Confidential Information to be
provided hereunder. The receiving party shall not be liable to the
other for:

a) inadvertent use, publication, or dissemination of the
Confidential Information received hereunder provided that:
(i) it uses the same degree of care in safeguarding such
information as it used for its own information of like
importance; (ii) it has complied with Applicable Laws; and
(iii) upon discovery of such, it shall take steps to prevent
any further inadvertent use, publication, or dissemination;
and/or

b) unauthorized use, publication or dissemination of the
Confidential Information received hereunder by persons who are
or have been in its employ unless it fails to safeguard such
information with the same degree of care as it uses for its
own proprietary information of like importance and provided
that the receiving party uses such Confidential Information in
accordance with Applicable Laws.

4) Any similarity between the Confidential Information and any other
information, regardless of medium, whether verbal or written, as
well as contracts and/or services acquired from third parties or
developed by the receiving party, or Affiliates independently
through its or their own efforts, thought, labor and ingenuity
shall not constitute any violation of this Agreement and shall not
subject the receiving party to any liability whatsoever.

5) The receiving party shall use the Confidential Information solely
for purposes contemplated by this Agreement and shall not disclose
the Confidential Information except as expressly provided herein.

6) The receiving party understands that neither the disclosing party
nor any of its representatives or designees have made or make any
representation or warranty as to the accuracy or completeness of
the Confidential Information.

Page 21 of 36

E. Protected Health Information

To the extent that Broker and its Representatives receive, create, has
access to or uses PHI, as that term is defined in Section I of the
Agreement, regarding individuals who are applicants for, owners of or
eligible for benefits under certain health insurance products and
optional riders offered by or through GAD or any of its Affiliates, in
accordance with the requirements of the federal Health Insurance
Portability and Accountability Act of 1996 and related regulations
("HIPAA"), as may be amended from time to time, Broker agrees:

1) Not to use or disclose PHI except (i.) to perform functions,
activities, or services for, or on behalf of, GAD or its
Affiliates as specified in the Agreement and consistent with
applicable laws, or (ii.) to the extent that such use or
disclosure is required by law. Any such use or disclosure shall be
limited to that required to perform such services or to that
required by relevant law.

2) To use appropriate safeguards to prevent use or disclosure of PHI
other than as permitted by this Agreement.

3) To promptly report to GAD any use or disclosure of PHI not
permitted by this Agreement of which Broker becomes aware and to
mitigate any harmful effect of any use or disclosure that is made
by Broker or its Representatives in violation of the requirements
of this Agreement.

4) To ensure that any third party with whom Broker contracts or is
hired under that arrangement, receives or has access to PHI agrees
to the same restrictions and conditions that apply to Broker with
respect to PHI under this Agreement.

5) To, within 15 days of GAD's request, provide GAD with any PHI or
information relating to PHI as deemed necessary by GAD to provide
individuals with access to, amendment of, and an accounting of
disclosures of their PHI.

6) To make Broker's records relating to use or disclosure of PHI
available to the Secretary of the United States Department of
Health and Human Services at his/her request to determine GAD's,
or one of its Affiliate's, compliance with HIPAA.

7) To, upon termination of this Agreement, in accordance with GAD's
wishes either return or destroy all PHI Broker maintains in any
form and retain no copies. If GAD agrees that such return or
destruction is not feasible, Broker shall extend these protections
to the PHI beyond the termination of the Agreement, in which case
any further use or disclosure of the PHI will be solely for the
purposes that make return or destruction infeasible. Destruction
without retention of copies is deemed "infeasible" if prohibited
by the terms of the Agreement or by applicable law, including
record retention requirements of various state insurance laws.

Page 22 of 36

IX. Indemnification

1) Except with respect to matters relating to the joint distribution
of Contracts, the following indemnification provisions shall apply:

a) GAD will indemnify and hold harmless Broker and Agency from
any and all losses, claims, damages or liabilities (or actions
in respect thereof), to which Broker may become subject,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material
fact contained in the Prospectus, Registration Statements or
any other sales or offering materials furnished or approved in
writing by GAD for any of the Contracts or any relevant
funding vehicle or any amendments or supplements thereto, or
arise out of or are based upon 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; and will reimburse Broker for any legal or other
expenses reasonably incurred by it in connection with
investigating or defending against such loss, claim, damage,
liability or action in respect thereof; provided, however,
that GAD shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or action arises
out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made by Broker when
referring to or explaining such Prospectus, amendment,
Registration Statement or any other sales or offering
materials. GAD shall not indemnify Broker for any action where
an applicant for any of the Contracts was not furnished or
sent or given, at or prior to written confirmation of the sale
of a Contract, a copy of the appropriate Prospectus (es), any
Statement of Additional Information, if required or requested,
and any supplements or amendments to either furnished to
Broker by GAD. The forgoing indemnities shall, upon the same
terms and conditions, extend to and inure to the benefit of
each director, trustee and officer of Broker and any person
controlling it.

b) Broker will indemnify and hold harmless GAD and its Affiliates
against any losses, claims, damages or liabilities (or actions
in respect thereof), to which GAD or its Affiliates may become
subject, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or
are based upon any negligent, improper, fraudulent or
unauthorized acts or omissions by Broker, its employees,
agents, representatives, officers or directors, including but
not limited to improper or unlawful sales practices, any
statement or alleged untrue statement of any material fact,
any omission or alleged omission, any unauthorized use of
sales materials or advertisements, and any oral or written
misrepresentations; and will reimburse GAD or its Affiliates
for any legal or other expenses reasonably incurred by them in
connection with investigating or defending against any such
loss, claim, damage, liability or

Page 23 of 36

action. The foregoing indemnities shall, upon the same terms
and conditions, extend to and inure to the benefit of each
director, trustee and officer of GAD and its Affiliates, and
any person controlling either GAD or its Affiliates.

c) Broker shall indemnify and hold harmless GAD and its
Affiliates from any and all losses, claims, damages or
liabilities (or actions in respect thereof) to which GAD or
its Affiliates may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise
out of or result from any breach of any representation or
warranty, covenant, agreement, obligation or undertaking in
this Agreement by Broker or its directors, officers, employees
or other representatives or by any other person or entity
acting on behalf of or under control of Broker; and will
reimburse GAD or its Affiliates for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending against any such loss, claim,
damage, liability or action. The foregoing indemnities shall,
upon the same terms and conditions, extend to and inure to the
benefit of each director, trustee and officer of GAD and its
Affiliates, and any person controlling either GAD or its
Affiliates.

d) Broker shall indemnify and hold GAD and its Affiliates
harmless for any penalties, losses or liabilities resulting
from GAD improperly paying any compensation under this
Agreement, unless such improper payment was caused by GAD's or
its Affiliates' negligence or willful misconduct; and will
reimburse GAD or its Affiliates for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending against any such loss, claim,
damage, liability or action. The foregoing indemnities shall,
upon the same terms and conditions, extend to and inure to the
benefit of each director, trustee and officer of GAD, its
Affiliates, and any person controlling either GAD or its
Affiliates.

2) With respect to matters relating to the joint distribution of
Contracts, the following indemnification provision shall apply:

a) GAD, and General Agent, where applicable, jointly and
severally, agree to indemnify Broker and Agency against and
hold them harmless from any and all claims, damages, lawsuits,
administrative proceedings, liabilities and expenses
(including reasonable attorneys' fees) against Broker or
Agency arising or resulting directly or indirectly from acts
or omissions of GAD or General Agent(s), including, but not
limited to, breach of any representation, warranty, covenant
or obligation of GAD or General Agent(s) under the Agreement,
or of any of their officers or employees in connection with
performance under the Agreement. For purposes of this Section
only, Broker shall be deemed to include its "controlling
persons" as defined in Section 15 of the 1933 Act and
Section 20(a) of the 1934 Act.

Page 24 of 36

b) Broker and Agency, where applicable, jointly and severally,
agree to indemnify GAD, its Affiliates and General Agent(s)
against and hold them harmless from any and all claims,
damages, lawsuits, administrative proceedings, liabilities and
expenses (including reasonable attorneys' fees) against GAD,
its Affiliates or General Agent(s) arising or resulting
directly or indirectly from acts or omissions of Broker or
Agency, including, but not limited to, breach of any
representation, warranty, covenant or obligation of Broker or
Agency under the Agreement, or of any of their officers or
employees in connection with performance under the Agreement.
For purposes of this Section only, GAD shall be deemed to
include its "controlling persons" as defined in Section 15 of
the 1933 Act and Section 20(a) of the 0000 Xxx.

3) Promptly after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying
party, notify the indemnifying party in writing of the
commencement thereof; but the omission to notify the indemnifying
party shall not relieve it from any liability which it may
otherwise have to any indemnified party. In case any such action
shall be brought against any indemnified party, it shall notify
the indemnifying party of the commencement thereof. The
indemnifying party shall be entitled to participate in, and, to
the extent that it shall wish, jointly with any other indemnifying
party, similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party. After notice from
the indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party shall not
be liable to such indemnified party for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation.

X. General Provisions

A. Term and Termination

1) This Agreement shall continue in force for one year from its
Effective Date and thereafter shall automatically be renewed every
year for a further one year period; provided that either party may
unilaterally terminate this Agreement with or without cause upon
sixty (60) days' written notice to the other party of its
intention to do so.

Page 25 of 36

2) Change in Status.

a) Broker-Dealer Status. The Agreement shall terminate
immediately upon GAD or Broker ceasing to be a registered
broker-dealer or a member of the NASD.

b) Legal Status. The Agreement shall terminate immediately upon
the termination of the legal existence of Broker or the
Agency, or the merger, consolidation, reorganization,
dissolution, receivership or bankruptcy of either, or whenever
the Broker or Agency is no longer licensed under law to
solicit and procure applications for Contracts, unless the
Agency notifies the other parties in writing at least thirty
(30) days' prior to the occurrence of any of the above events
and obtains written permission to continue on a basis approved
by the other parties.

3) Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except (a) the agreements contained in
Sections, VI, VIII, IX, X(E), X(F), and X(J) hereof; and (b) the
obligation to settle accounts hereunder. Except with respect to
records required to be maintained by Broker pursuant to Rules
17a-3 and 17a-4 under the 1934 Act, Broker shall return to GAD,
within 30 days after the Effective Date of termination, any and
all records in its possession which have been specifically
maintained in connection with GAD's operations related to the
Contracts.

B. Assignability

This Agreement shall not be assigned by either party without the
written consent of the other; provided, however, that GAD may assign
this Agreement to its Affiliates at any time. Any purported assignment
in violation of this Section shall be void.

C. Amendments

No oral promises or representations shall be binding nor shall this
Agreement be modified except by agreement in writing, executed on
behalf of the Parties by a duly authorized officer of each of them.

D. Notices

Notices to be given hereunder shall be addressed to:

__________________ __________________

Page 26 of 36

E. Arbitration

1) All disputes and differences between the parties, other than those
arising with respect to the use of nonpublic personal information
under Section VIII must be decided by arbitration, regardless of
the insolvency of either party, unless the conservator, receiver,
liquidator or statutory successor is specifically exempted from an
arbitration proceeding by applicable state law.

2) Either party may initiate arbitration by providing written
notification to the other party. Such written notice shall set
forth (i) a brief statement of the issue(s); (ii) the failure of
the parties to reach agreement; and (iii) the date of the demand
for arbitration.

3) The arbitration panel shall consist of three arbitrators. The
arbitrators must be impartial and must be or must have been
officers of life insurance and or securities companies other than
the parties or their affiliates.

4) Each party shall select an arbitrator within thirty (30) days from
the date of the demand. If either party shall refuse or fail to
appoint an arbitrator within the time allowed, the party that has
appointed an arbitrator may notify the other party that, if it has
not appointed its arbitrator within the following ten (10) days,
an arbitrator will be appointed on its behalf. The two
(2) arbitrators shall select the third arbitrator within thirty
(30) days of the appointment of the second arbitrator. If the two
arbitrators fail to agree on the selection of the third arbitrator
within the time allowed, each arbitrator shall submit to the other
a list of three (3) candidates. Each arbitrator shall select one
name from the list submitted by the other and the third arbitrator
shall be selected from the two names chosen by drawing lots.

5) The arbitrators shall interpret this Agreement as an honorable
engagement rather than merely as a legal obligation and shall
consider practical business and equitable principles as well as
industry custom and practice regarding the applicable insurance
and securities business. The arbitrators are released from
judicial formalities and shall not be bound by strict rules of
procedure and evidence.

Page 27 of 36

6) The arbitrators shall determine all arbitration schedules and
procedural rules. Organizational and other meetings will be held
in Missouri, unless the arbitrators select another location. The
arbitrators shall decide all matters by majority vote.

7) The decisions of the arbitrators shall be final and binding on
both parties. The arbitrators may, at their discretion, award
costs and expenses, as they deem appropriate, including but not
limited to legal fees and interest. The arbitrators may not award
exemplary or punitive damages. Judgment may be entered upon the
final decision of the arbitrators in any court of competent
jurisdiction.

8) Unless the arbitrators shall provide otherwise, each party will be
responsible for (a) all fees and expenses of its respective
counsel, accountants, actuaries and any other representatives in
connection with the arbitration and (b) one-half (1/2) of the
expenses of the arbitration, including the fees and expenses of
the arbitrators

F. Governing Law

This Agreement shall be governed by and construed in accordance with
the laws of the State of Missouri without regard to Missouri choice of
law provisions.

G. Entire Understanding

This Agreement and any reference incorporated herein constitute the
complete understanding of the parties and supersedes in its entirety
any and all prior and contemporaneous agreements among the parties
with respect to the subject matter discussed herein. No oral
agreements or representations shall be binding.

H. No Third Party Beneficiaries

GAD's Affiliates shall be third party beneficiaries of this Agreement,
entitled to enforce the provision hereof as if they were a party to
this Agreement. Except as otherwise provided in the preceding
sentence, nothing in the Agreement shall convey any rights upon any
person or entity, which is not a party to the Agreement.

I. Non-exclusivity

Broker and Agency agree that no territory or product is assigned
exclusively hereunder and that GAD reserves the right in its
discretion to enter into selling agreements with other broker-dealers,
and to contract with or establish one or more insurance agencies in
any jurisdiction in which Broker transacts business hereunder.

Page 28 of 36

J. Waiver

The failure of either party to strictly enforce any provision of this
Agreement shall not operate as a waiver of such provision or release
either party from its obligation to perform strictly in accordance
with such provision.

K. Counterparts

This Agreement may be executed in counterparts, with the same force
and effect as if executed in one complete document.

L. Severablity

If any provision of this Agreement is declared null, void or
unenforceable in whole or in part by any court, arbitrator or
governmental agency, said provision shall survive to the extent it is
not so declared and all the other provisions of the Agreement shall
remain in full force and effect unless, in each case, such declaration
shall serve to deprive any of the parties hereto of the fundamental
benefits of this Agreement.

In reliance on the representations set forth and in consideration of the
undertakings described, the parties represented below do hereby contract and
agree.

Date __________________

GENERAL AMERICAN DISTRIBUTORS
(BROKER-DEALER)

By
--------------------------

--------------------------------
Print Name & Title

Date ___________________

BROKER
(SELLING BROKER-DEALER)

By
--------------------------

--------------------------------
Print Name & Title

Page 29 of 36

EXHIBIT A

Schedule of Variable Product and Compensation

Page 30 of 36

EXHIBIT B

Schedule of Fixed Product and Compensation

Page 31 of 36

EXHIBIT C

Rewritten Business (RWB) Commission Rules
(formerly, Replacement Commission Rules)
Effective June 1, 2002

Note: Notwithstanding the rules below, no FYC will be payable on internal
replacements or switches that are undisclosed, which includes all internal
replacements or switches for which disclosure is required by either state
regulation or GAD rules.

A. Definitions

For most states and for the GAD enterprise, a replacement can be broadly
defined as purchasing a new policy in connection with discontinuing or changing
another policy. Such a definition applies for disclosure purposes and when
replacement forms must be completed. However, for purposes of Rewritten
Business (RWB) commission rules, the definition is more limited.

Application of RWB Commission Rules: A new individual life insurance policy
issued within the Enterprise will be subject to RWB commission rules if a
premium-paying life insurance policy (the "old policy") previously issued
within the Enterprise on the same life meets one of the following criteria
within six months before or 12 months after the Home Office Receipt Date (XXXX)
of a new life policy (the "RWB window"; for a new annuity, the RWB window is
three months before and after the issue date):

. Is fully or partially lapsed, including lapse to extended term or
reduced paid-up;

. Is fully or partially surrendered;

. Has a reduction in annualized premium through a policy change;

. Has a loan taken out that results in the total outstanding loan
exceeding 80% of the total loan value of the policy, and the policy
subsequently lapses, is surrendered or has a reduction in annualized
premium, with less than four months of additional premiums being paid
after the policy loan.

However, the new policy will not be considered rewritten business for RWB
commission rule purposes, even though the insured is the same, if (a) a change
in ownership occurs involving a corporation, a qualified retirement plan or an
irrevocable trust; (b) a corporate-owned policy is terminated because of
business failure or bankruptcy; (c) a life policy is cancelled because of a
court-ordered settlement; or (d) a juvenile policy owned by parents, guardians
or a trust is rewritten by a new policy on the same life that also owns the new
policy and is an adult (age 18 or older).

For survivorship policies, a survivorship policy "rewrites" a single life
policy (or vice versa) if one of the insureds on the survivorship policy is the
insured on the single life policy. However, one survivorship policy rewrites
another only if both insureds are the same.

The RWB commission rules will be applied, assuming the above definitions are
satisfied, even though

. No funds are moved from the old policy to the new policy; or

. The agent is not told and does not know of the rewritten business; or

. The policy ownership or policy payor changes, except for changes in
ownership involving a corporation, a qualified retirement plan or an
irrevocable trust.

Old Money: The net cash value released (excluding dividend accumulations) from
the old policy during the RWB Window, whether that cash value is explicitly
rolled into the new policy or not. In addition, a full or partial

Page 32 of 36

surrender of paid-up additions (or of a paid-up policy) on the same life is
considered rollover money if it falls within the RWB window, even if the old
policy is not otherwise changed or "rewritten".

New Money: The excess, if any, of the amount applied to the new policy over the
Old Money, on or within 12 months after the issue date of the new policy.

Old Premium: The amount of first year premium paid (up to the target premium
for flexible premium policies) on the old policy.

New Premium: The amount of first year premium paid (up to the target premium
for flexible premium policies) on the new policy. This amount may be paid by
either Old Money or New Money.

B. Life-to-Life (Permanent or Term)

FYC on Old Money:

No FYC will be payable.

FYC on New Money

FYC will then be payable as follows.

a. For the amount of New Money up to the Old Premium level,

If the New Premium is at least double the Old Premium and the old policy
is at least five years old, then full first commissions are payable.

If the New Premium is less than double the Old Premium or the old policy
is less than five years old, then first commission are payable as follows:

% of Normal FYC if
Existing Policy Replaced % of Normal FYC if Existing Policy
Years Existing by Original Writing Agent Replaced by New Agent (not a
Policy In Force (or "Business Successor") "Business Successor")
--------------- ------------------------- ----------------------------------

Less than 5 Years 0% 0%
5 Years < 6 Years 25% 25%
6 Years < 7 Years 30% 25%
7 Years < 8 Years 35% 25%
8 Years < 9 Years 40% 25%
9 Years < 10 Years 45% 25%
10+ Years 50% 25%

Exceptions:

Term insurance sold after 1/1/01 will receive double the above rates if
later rewritten.

If a level term policy is rewritten to another term policy in the last two
years of its level premium period, full normal first year commissions will
be paid

Page 33 of 36

If a term policy is converted as of attained age to a permanent policy,
the commission rules applicable to attained-age term conversions will be
applied, whether or not a term conversion was available and whether or not
a term conversion was actually performed.

b. For the amount of New Money in excess of the Old Premium level, up to the
New Premium level.

Full normal first commissions are payable.

c. For the balance of any New Money, applied as excess, lump-sum, or dump-in.

Full normal excess, single premium or paid up additions commissions will
be paid.

Other Considerations

1. In applying these rules, the Company may estimate the amount of premium to
be paid in the first year after the replacement and determine a single
percentage of normal commission to be paid on future first year premium
payments, combining the reduced rate in (a) above with the full rate in
(b) above. A review may be made at or before the first anniversary and an
adjustment made if the actual premiums paid differ from those that had been
expected.

2. Full renewal commissions will be payable on the new policy.

3. Rewritten premium will not count as a chargeable termination in any bonus
calculation if the old policy is at least five years old when it is
rewritten. However, any other rewritten premium, including any excess of
the Old Premium over the New Premium (i.e., premium that is not rewritten)
will count as a chargeable termination.

4. All commissions on the new policy will be payable to the writing agent of
the new policy.

5. There are no longer separate rules for pension policies.

C. Life-to-Annuity, Mutual Fund, or Wrap Account

Rewrites of a life policy to an annuity, mutual fund or wrap account will now
be subject to RWB commission rules. The RWB window will be three months before
to three months after the issue date of the new contract. The net cash released
from the life policy will be considered Old Money.

. If the life policy if less than 10 years old, no first-year commission
will be paid on Old Money;

. If the life policy is more than 10 years old, full normal commission
will be paid on Old Money;

. Full normal commission will be paid on New Money.

D. Annuity-to-Life

Annuity-to-life rewrites are not subject to RWB commission rules; full normal
commissions are payable.

Page 34 of 36

E. Annuity-to-Annuity

Annuity-to-annuity rewrites are subject to RWB commission rules. The RWB window
will be three months before to three months after the issue date of the new
annuity. The net cash released by the old annuity will be considered Old Money.

If a variable annuity is rewritten by another variable annuity, no commissions
will be payable unless the initial deposit on the new annuity exceeds the
terminated value in the old annuity. In that case, a normal commission will be
paid on the increase.

For a fixed-to-fixed, fixed-to-variable or variable-to-fixed rewritten annuity,
no first year commissions will be payable unless (1) the initial deposit on the
new annuity exceeds the terminated value in the old annuity; or (2) the old
annuity is beyond its surrender charge period; or (3) the old fixed annuity is
within 30 days of the end of a rate guarantee window. In these cases, a full
normal FYC will be paid on any increased deposit and 50% of a normal FYC will
be paid on the balance.

If, under a Spousal Transfer Provision, the spousal beneficiary of an annuity
death claim elects to retain the proceeds in and to become the annuitant of the
existing contract, no commission will be paid on the amount transferred. If,
instead, the death proceeds are moved to a new annuity but not through a
Spousal Transfer Provision, no FYC will be paid. In either case, full normal
commissions will be paid on any New Money

F. Annuity-to-Mutual Fund or Wrap Account

No commission will be paid on Old Money if a mutual fund or wrap account
replaces an annuity that is subject to a surrender charge. The Old Money will
be considered the cash released by the annuity, and the RWB window will be
three months before and three months after the effective date of the fund or
wrap account.

G. Disability-to-Disability

For disability-to-disability rewrites, there is no change from previous
replacement commission rules. If there is an increase in annual premium on the
new policy, a full first-year commission will be paid on the increased premium.
No first-year commission will be paid on the balance of premium. A full new
scale of renewal commissions will be paid only on the increased premium. The
old renewal scale, measured from the original issue date, will be continued on
the balance of the premium. If there is no increase in annual premium on the
new policy, no first-year commission will be paid and the old renewal scale
will be continued, measured from the original issue date.

H. Exchange Programs

A policy that qualifies for a special exchange offer will be subject to special
exchange commission rules that may differ from normal RWB commission rules. A
policy that would qualify for an exchange offer will be treated according to
exchange commission rules even if a rewriting occurs instead.

Page 35 of 36

EXHIBIT D

ASSOCIATED INSURANCE AGENCY

The Broker/Dealer named below ("Broker"), having executed a Sales Agreement
(the "Agreement") by and among Broker and General American Distributors ("GAD")
dated __________ that, among other things, provides for sales of GAD's Variable
Contracts through a designated associated insurance agency or agencies, hereby
designates the associated insurance agency (the "Associated Insurance Agency")
named below as its Agency (as that term is defined in the Agreement) pursuant
to Section III(B) thereof. By signing this Exhibit D, each of Broker and the
Associated Insurance Agency hereby represent and warrant that the Associated
Insurance Agency is and will remain qualified to serve as an Agency in
accordance with the terms of the Agreement, and the Associated Insurance Agency
hereby agrees to be bound by and subject to the terms of the Agreement.

-----------------------------------
Broker/Dealer

By:
---------------------------

-----------------------------------
Print Name & Title

-----------------------------------
(Tax Identification Number)

-----------------------------------
Associated Insurance Agency Name

By:
---------------------------

-----------------------------------
Print Name & Title

-----------------------------------
(Tax Identification Number)

Page 36 of 36

GENERAL AMERICAN DISTRIBUTORS

SALES AGREEMENT

TABLE OF CONTENTS

I. DEFINITIONS........................................................... 2

II. AGREEMENTS, REPRESENTATIONS, AND COVENANTS............................ 4

A. AGREEMENTS AND COVENANTS OF GAD................................... 4

B. REPRESENTATIONS AND COVENANTS OF BROKER........................... 6

III. COMPLIANCE WITH APPLICABLE LAWS....................................... 14

IV. PRINCIPLES OF ETHICAL MARKET CONDUCT.................................. 15

V. COMPENSATION.......................................................... 16

VI. COMPLAINTS AND INVESTIGATIONS......................................... 18

VII. RECORDS AND ADMINISTRATION............................................ 19

VIII. PRIVACY INFORMATION................................................... 20

A. PROPRIETARY INFORMATION........................................... 20
B. RECEIPT OF CUSTOMER NONPUBLIC PERSONAL INFORMATION FROM BROKER BY
GAD............................................................... 20
C. TREATMENT OF NONPUBLIC PERSONAL INFORMATION DISCLOSED TO BROKER
BY GAD............................................................ 21
D. CONFIDENTIAL INFORMATION.......................................... 21
E. PROTECTED HEALTH INFORMATION...................................... 23

IX. INDEMNIFICATION....................................................... 24

X. GENERAL PROVISIONS.................................................... 27

A. TERM AND TERMINATION.............................................. 27
B. ASSIGNABILITY..................................................... 28
C. AMENDMENTS........................................................ 28
D. NOTICES........................................................... 28
E. ARBITRATION....................................................... 28
F. GOVERNING LAW..................................................... 29
G. ENTIRE UNDERSTANDING.............................................. 30
H. NO THIRD PARTY BENEFICIARIES...................................... 30
I. NON-EXCLUSIVITY................................................... 30
J. WAIVER............................................................ 30
K. COUNTERPARTS...................................................... 30
L. SEVERABILITY...................................................... 30

EXHIBIT A
SCHEDULE OF VARIABLE PRODUCT AND COMPENSATION......................... 32

EXHIBIT B
SCHEDULE OF FIXED PRODUCT AND COMPENSATION............................ 00

XXXXXXX X
XXXXXXXXX XXXXXXXX (XXX) COMMISSION RULES............................. 34

EXHIBIT D
ASSOCIATED INSURANCE AGENCY SIGNATURE PAGE............................ 52

Page 1 of 52

GENERAL AMERICAN FINANCIAL

SALES AGREEMENT

This Agreement, including the Exhibits attached hereto (collectively, the
"Agreement") dated __________, 2004, ("Effective Date") by and among General
American Distributors, a Missouri corporation, ("GAD") and ______________, a
________ corporation that, for the distribution of traditional fixed rate
insurance products only, is or is affiliated with one or more validly licensed
insurance agencies, or for the distribution of registered products, is
registered as a broker dealer with the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934, as amended, (the "1934 Act")
and a member of the National Association of Securities Dealers ("NASD") and is
also either licensed as or is affiliated with one or more validly licensed
insurance agencies (collectively with its affiliated insurance agency(ies)
"Broker").

WITNESSETH:

WHEREAS, GAD proposes to compensate Broker for the sale and servicing of
Contracts in accordance with the Compensation Schedules set forth in Exhibits A
and B.

NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:

I. Definitions

Page 2 of 52

2) Agency - One or more associated insurance agencies of Broker,
identified on Exhibit D hereto, which are properly licensed to
participate in the business of insurance.

3) Applicable Laws - Shall have the meaning given to such term as in
accordance with Section III of this Agreement.

4) Confidential Information - Shall have the meaning given to such
term as described in Section VIII(D) of this Agreement.

6) General Agent - Shall have the meaning given to such term as
described in Section II(B)(21) of this Agreement.

Page 3 of 52

11) Representatives - those individuals, accepted by GAD or its
Affiliates to solicit and sell Contracts under the terms of this
Agreement, who are duly licensed and appointed as a life insurance
agent of GAD or its Affiliates, and with respect to registered
products, are also duly registered, individually, with the NASD in
compliance with 1934 Act.

12) Protected Health Information or PHI - Individually identifiable
information that is transmitted or maintained in any medium and
relates to the past, present or future physical or mental health
or condition of an individual; the provision of health care to an
individual; or future payment for the provision of health care to
the individual. PHI includes demographic information about
individuals, including names; addresses; dates directly related to
an individual, including but not limited to birth date; telephone
numbers; fax numbers; E-mail addresses; Social Security numbers;
policy numbers; medical record numbers; account numbers; and any
other unique identifying number, characteristic, or code. PHI
includes, but is not limited to, information provided by an
individual on an application for a long term care insurance policy
or other health care plan issued by GAD or an affiliate of GAD;
information related to the declination or issuance of, or claim
under, a long term care insurance policy issued by GAD or an
affiliate; or information derived therefrom.

II. Agreements, Representations, and Covenants

A. Agreements and Covenants of GAD

2) GAD, subject to the terms and conditions of the Agreement, hereby
appoints Broker, on behalf of itself and each Affiliate, to
solicit, sell and provide service to the Contracts which are set
forth on the applicable Exhibits A and B on a non-exclusive basis.

3) GAD authorizes Broker through its Representatives to solicit
applications for the Fixed Contracts listed in Exhibit B, provided
that (a) Broker shall not solicit applications for Fixed Contracts
except in those states where it and its Representatives are
appropriately licensed and, in which, the Fixed Contracts are
qualified for sale under Applicable Laws; and (b) Broker complies
in all other respects with the published policies and procedures
of GAD or its Affiliates, and with the terms of this Agreement.

Page 4 of 52

4) GAD authorizes Broker through its Representatives to offer and
sell the Variable Contracts listed in Exhibit A, provided that
(a) Broker shall not solicit applications for Variable Contracts
except in those states where it and its Representatives are
appropriately licensed; (b) there is an effective Registration
Statement relating to such Variable Contracts; (c) such Variable
Contracts are qualified for sale under Applicable Laws in such
state in which the sale or solicitation is to take place; and
(d) Broker complies in all other respects with the published
policies and procedures of GAD and its Affiliates, and with the
terms of the Agreement. GAD shall notify Broker or its designee of
the issuance by the SEC of any stop order with respect to a
Registration Statement or the initiation of any proceeding by the
SEC relating to the registration and/or offering of Variable
Contracts and of any other action or circumstances that makes it
no longer lawful for GAD or its Affiliates to offer or issue
Variable Contracts listed in Exhibit A. GAD shall advise Broker of
any revision of or supplement to any prospectus related to the
Variable Contracts or underlying investments of such Variable
Contracts.

5) The performance or receipt of services pursuant to this Agreement
shall in no way impair the absolute control of the business and
operations of each of the parties by its own Board of Directors.
Pursuant to the foregoing, GAD and its Affiliates shall
specifically retain ultimate authority, including but not limited
to:

a) to refuse for any reason to appoint a Representative and
cancel any existing appointment at any time;

b) to direct the marketing of its insurance products and services;

c) to review and approve all advertising concerning, its
insurance products and services;

d) to underwrite all insurance policies issued by it;

e) to cancel risks;

f) to handle all matters involving claims adjusting and payment;

g) to prepare all policy forms and amendments;

h) to maintain custody of, responsibility for and control of all
investments; and

i) to withdraw a Contract from sale or to change or amend a
Contract for any reason.

Page 5 of 52

6) Exhibits A and B may be amended by GAD in its sole discretion from
time to time to include additional Contracts, including fixed rate
annuities, variable annuities, variable life insurance policies,
fixed rate life insurance policies, variable riders on such fixed
rate products, and other insurance products issued by GAD or its
Affiliates. The provisions of this Agreement shall apply with
equal force to such additional Contracts unless the context
otherwise requires. Exhibits A and B may be amended by GAD in its
sole discretion from time to time to delete one or more of the
Contracts.

7) During the term of this Agreement, GAD will provide Broker,
without charge, with as many copies of the Contract
prospectus(es), current underlying mutual fund prospectus(es),
statements of additional information and applications for the
Contracts, as Broker may reasonably request. Upon receipt from GAD
of updated copies of the Contract prospectus(es), current
underlying mutual fund prospectus(es), statements of additional
information and applications for the Contracts, Broker will
promptly discard or destroy all copies of such documents
previously provided to them, except such copies as are needed for
purposes of maintaining proper records. Upon termination of this
Agreement, Broker will promptly return to GAD all Contract
prospectus(es), current underlying mutual fund prospectus(es),
statements of additional information and applications for the
Contracts and other materials and supplies furnished by GAD to
Broker or to its Representatives, except for copies required for
maintenance of records.

8) During the term of this Agreement, GAD or its Affiliates will be
responsible for providing and approving all promotional, sales and
advertising material to be used by Broker. GAD will file such
materials or will cause such materials to be filed with the SEC,
NASD, and any state securities regulatory authorities, as
appropriate.

B. Representations and Covenants of Broker

1) Broker represents and warrants that it will only offer Contracts
in those states where it or its Agency is appropriately licensed
and that it has obtained any other appointments, approvals,
licenses, authorizations, orders or consents which are necessary
to enter into this Agreement and to perform its duties hereunder.
Broker further represents that its Representatives who will be
soliciting applications for Contracts will at all times be
appropriately licensed under Applicable Laws and such solicitation
is in accordance with Applicable Law, including without limitation
the NASD Rules of Fair Practice, and all insurance replacement
regulations and regulations prohibiting the rebating of commission.

Page 6 of 52

3) Broker represents that neither it nor any of its Representatives
are currently under investigation by any insurance regulator, the
NASD or SEC, any other self-regulatory organization or other
governmental authority (except for any investigations of which it
has notified GAD in writing). Broker further agrees that, if a
formal or informal investigation of Broker or any of its agents is
commenced by any insurance regulator, the NASD or SEC, any other
self regulatory organization or other governmental authority, in
connection with the sale of the Contracts, Broker will notify GAD
of the existence and subject matter of such investigation. The
Agency further agrees that no subagent shall be appointed to
solicit and procure Contracts of GAD if the subagent has been
convicted of any felony prohibited by the Federal Violent Crime
Control and Law Enforcement Act of 1994.

a) Broker shall use only those training, sales, advertising, and
promotional materials with respect to the Contracts that have
been pre-approved in writing by GAD for use at that time;

Page 7 of 52

c) Broker shall take reasonable steps to ensure that its
Representatives shall not make recommendations to an applicant
to purchase a Contract in the absence of reasonable grounds to
believe that the purchase of a Contract is suitable for such
applicant to the extent required by Applicable Laws. Broker
shall be solely responsible for determining the suitability of
recommendations to purchase a Contract made by its agents or
other representatives; and notwithstanding the foregoing,
Broker may offer the Contracts in addition to offering other
life insurance and annuity products to customers of Broker.
Furthermore, Broker understands that no territory is
exclusively assigned to Broker hereunder. Broker acknowledges
and agrees that GAD may distribute the Contracts through its
own employee's agent and Representatives, including those of
its Affiliates, or through any other distribution method or
system including (but not limited to) agreements with other
insurance agencies regarding the sale of such Contracts in the
territories, markets or distribution channels covered by this
Agreement.

d) Broker shall review diligently all Contract applications for
accuracy and completeness and for compliance with the
conditions herein, including the suitability and prospectus
delivery requirements, and shall take all reasonable and
appropriate measures to assure that applications submitted to
GAD are accurate, complete, compliant with the conditions
herein, and for Variable Contracts, approved by a qualified
registered principal. With respect to variable Contracts
distributed jointly by Broker and representatives of GAD or
its designee, Broker shall ensure that all applications
relating thereto have been provided to Broker for its review
and approval by a qualified registered principal of Broker.

5) To the extent permitted by Applicable Laws, only the initial
purchase payments for the Contracts shall be collected by
Representatives of Broker. All such purchase payments shall be
remitted promptly in full, (and in no event later than the time
permitted under Applicable Law or the rules of the NASD), together
with any related application, forms and any other required
documentation to GAD or the appropriate Affiliate. The Broker
shall make such remittances in accordance with any and all
policies and procedures described in the Contract, insurance
policy, prospectus, if appropriate, or as otherwise adopted by GAD
and its Affiliates.

Page 8 of 52

6) Broker acknowledges that GAD, on behalf of itself and its
Affiliates, shall have the unconditional right to reject, in whole
or in part, any application for a Contract. If GAD rejects an
application, GAD or its Affiliate will immediately return any
purchase payments received directly to the Broker, and Broker will
be responsible for promptly returning such payments to the
purchaser. If any purchaser of a Contract elects to return such
Contract pursuant to any law or contractual provision, any
purchase payment made or such other amount, as the Contract or
Applicable Laws shall specify, will be returned by GAD or its
Affiliates to the Broker, and the Broker will be responsible for
promptly returning such payments to the purchaser. Except as
otherwise may be provided in Exhibit A, B or the Compensation
Schedules, if a purchase payment is either refunded or returned to
the purchaser, no commission will be payable to Broker hereunder,
and any commission received by Broker will be returned promptly to
GAD. GAD may, at its option, offset any such amounts against any
amounts payable to Broker.

7) Except as otherwise required by Applicable Laws, Broker is not a
principal, underwriter or agent of GAD, or its Affiliates, or any
separate account of GAD or its Affiliates. Broker shall act as an
independent contractor, and nothing herein contained shall
constitute Broker, nor its agents or other representatives,
including Representatives as employees of GAD or its Affiliates in
connection with the solicitation of applications for Contracts or
other dealings with the public. Broker, its agents and its other
representatives, shall not hold themselves out to be employees of
GAD or its Affiliates in this connection or in any dealings with
the public.

9) Broker shall ensure that solicitation and other activities
undertaken by Broker or its Representatives shall be undertaken
only in accordance with Applicable Laws. Broker represents no
commissions, or portions thereof, or other compensation for the
sale of the Contracts will be paid to any person or entity that is
not duly licensed and appointed by GAD or its Affiliates in the
appropriate states as required by Applicable Laws. Broker shall
ensure that Representatives fulfill any training requirements
necessary to be licensed or otherwise qualified to sell the
Contracts. Broker understands and acknowledges that neither it,
nor any of its Representatives, is authorized by GAD to give any
information or make any representation in connection with this
Agreement or the

Page 9 of 52

offering of the Contracts other than those contained in the
contract, policy, prospectus, or solicitation material authorized
for use in writing by GAD or its Affiliates. Broker shall not make
any representations or give information that is not contained in
the contract, policy, prospectus or solicitation material of the
Contracts.

10) Neither Broker nor its agents, designees or other representatives
shall have authority on behalf of GAD or its Affiliates to alter
or amend any Contract or any form related to a Contract to adjust
or settle any claim or commit GAD or its Affiliates with respect
thereto, or bind GAD or its Affiliates in any way; or enter into
legal proceedings in connection with any matter pertaining to
GAD's business without its prior written consent. Broker shall not
expend, nor contract for the expenditure of, funds of GAD or its
Affiliates nor shall Broker possess or exercise any authority on
behalf of GAD other than that expressly conferred on Broker by
this Agreement.

11) Broker and Agency shall be solely responsible for the accuracy and
propriety of any instruction given or action taken by a
Representative on behalf of an owner or prospective owner of a
Contract. GAD shall have no responsibility or liability for any
action taken or omitted by it in good faith in reliance on or by
acceptance of such an instruction or action.

12) Broker shall prepare any forms necessary to comply with Applicable
Laws or otherwise required in connection with the sale of the
Contracts, either as an initial transaction or as a replacement
for other insurance or annuity products, and Broker shall send
such forms to GAD or the appropriate Affiliate. In the
alternative, if such forms are not required, but information with
respect to a transaction or replacement is required, Broker will
transmit such information in writing to GAD or the appropriate
Affiliate. Broker further shall notify GAD or the appropriate
Affiliate when sales of the Contracts are replacement contracts.
Such notification shall not be later than the time that Broker
submits applications for such Contracts to GAD or the appropriate
Affiliate.

13) Broker shall furnish GAD and any appropriate regulatory authority
with any information, documentation, or reports prepared in
connection with or related to this Agreement which may be
requested by GAD or an appropriate regulatory authority in order
to ascertain whether the operations of GAD or Broker related to
the Contracts are being conducted in a manner consistent with
Applicable Laws.

Page 10 of 52

14) Broker will adhere to state insurance replacement regulations,
before it receives or solicits any applications for Contracts.

15) Broker represents that it has full authority to enter into this
Agreement and that by entering into this Agreement it will not
impair any other of its contractual obligations with respect to
sales of any Contract.

16) Insurance Coverage.

b) Plan of Insurance. Broker shall maintain in full force and
effect during the term of this Agreement a plan of insurance,
which may be a plan of self-insurance, which shall provide
coverage for errors and omissions of the Broker, its Agency,
representatives and agents, including Representatives in an
amount reasonably acceptable to GAD. If such insurance plan
terminates for any reason during the term of the Agreement,
Broker shall immediately notify GAD of such termination. If
requested by GAD, Broker shall provide satisfactory evidence
of coverage under such insurance policy satisfactory to GAD
showing the amount and scope of coverage provided.

Page 11 of 52

d) Broker represents that all of its directors, officers and
representatives are and shall be covered by blanket fidelity
bonds, including coverage for larceny and embezzlement, issued
by a reputable bonding company in an amount reasonably
acceptable to GAD. These bonds shall be maintained at Broker's
expense and shall be at least, of the form type and amount
required under the NASD Rules of Fair Practice. Upon request,
Broker shall give evidence satisfactory to GAD that such
coverage is in force. Furthermore, Broker shall give prompt
written notice to GAD of any notice of cancellation or change
of such coverage. Broker hereby assigns any proceeds received
from a fidelity bonding company, or other liability coverage,
to GAD, for itself or its Affiliates, as their interest may
appear, to the extent of their loss due to activities covered
by the bond, policy or other liability coverage.

17) In such cases where Broker intends to distribute the Variable
Contracts through an Agency, Broker further represents that:

a. Broker will operate and be responsible for all
securities-related services provided by Agency arising from
the offer, sale and/or servicing by its registered
Representatives of the Variable Contracts;

b. Agency will engage in the offer or sale of Variable Contracts
only through persons who are registered Representatives of the
Broker. Unregistered employees will not engage in any
securities activities, nor receive any compensation based on
transactions in securities or the provision of securities
advice;

c. Broker will be responsible for the education, training,
supervision, and control of its registered Representatives as
required under the 1934 Act and other applicable laws,
including, but not limited to, principal review and approval
of all sales literature and advertisements, periodic
compliance audits, and maintaining ability to appoint and
terminate registered persons.

d. Registered Representatives will be licensed under the
insurance laws of the states in which they do business and
will be appointed agents by Agency for which the
representatives may solicit applications in connection with
the offer and sale of insurance securities;

Page 12 of 52

applicable, and will at all times be compiled and maintained
in a manner that permits inspection by supervisory personnel
of the Broker, the SEC, the NASD, and other appropriate
regulatory authorities; and

f. All premiums derived from the sale of the Variable Contracts
will be made payable to and sent directly to GAD or the
appropriate Affiliate or will be sent by customers to the
Broker for forwarding to GAD or the appropriate Affiliate.
Agency will not receive, accumulate, or maintain custody of
customer funds.

18) In such cases where Broker intends to distribute Fixed Contracts
through an Agency, Broker agrees that before a subagent is
permitted to solicit Contracts, Broker or its Agency shall have
entered into a written agreement with the subagent pursuant to
which the subagent: (a) is authorized to deliver policies only
upon the payment to it of the premiums due thereon and upon
compliance with the terms, conditions and provisions of such
policies; (b) shall promptly remit to the Broker or Agency all
funds collected on GAD's or its Affiliates' behalf; (c) shall
otherwise act only pursuant to the limited authority granted to
the Agency hereunder and shall comply with all of the duties and
obligations of the Broker hereunder and the rules of GAD or its
Affiliates; and (d) agrees to GAD's right to offset from any
compensation due the subagent any indebtedness due from the
subagent to GAD or its Affiliates and to chargeback compensation
under GAD's or its Affiliates' rules. The Broker further agrees
that it shall promptly remit to GAD all funds collected on the
behalf of GAD or its Affiliates.

19) Broker agrees to comply with the policies and procedures of GAD
and its Affiliates with respect to the solicitation, sales and
administration of Contracts and services Broker and
Representatives are authorized to sell and service under the
Agreement, including, but not limited to, privacy policies and
procedures, as those policies and procedures may be provided to
Broker by GAD from time to time.

20) For a period of 12 months after termination of the Agreement, the
Broker and Agency shall not, directly or indirectly, on a
systematic basis, contact the policyholders of GAD or its
Affiliates or condone such contact for the purpose of inducing any
such policyholders to lapse, cancel, and fail to renew or replace
any Contract. If the Agency, in the judgment of GAD is determined
to have engaged in such prohibited activity, then GAD shall have
the right to declare the Agency's claims for compensation or any
other benefit under the Agreement shall be forfeited and void.
GAD, on behalf of itself and its Affiliates, may also pursue all
remedies, including injunction, to assure

Page 13 of 52

21) In such cases where Broker shall distribute Contracts with the
assistance of the general agency distribution system of GAD
("General Agent"), the following additional terms shall apply:

a. Broker hereby acknowledges and consents to in advance the
participation of every General Agent, designated by GAD, as a
participating general agency under this Agreement.

b. Broker agrees that both it and its Representatives shall work
cooperatively with the General Agent(s) located in the
particular territory where a Contract is sold and through
which the sale is processed on behalf of GAD or its
Affiliates. Broker further agrees that with respect to each
such Contract, it will rely solely upon the General Agent(s)
for Contract issuance, servicing, the forwarding of
commissions, and other related matters. Notwithstanding the
foregoing, the Broker agrees that it shall look solely to GAD
and not to General Agent(s) for payment of any commissions or
other compensation payable pursuant to the terms of this
Agreement.

III.Compliance With Applicable Laws

Page 14 of 52

requirements to identify and report currency transactions and
suspicious activity, to implement a customer identification
program to verify the identity of customers, and to implement an
anti-money laundering compliance program. As required by the Act,
Broker certifies that it has a comprehensive anti-money laundering
compliance program that includes, policies, procedures and
internal controls for complying with the BSA; policies, procedures
and internal controls for identifying, evaluating and reporting
suspicious activity; a designated compliance officer or officers;
training for appropriate employees; and an independent audit
function.

Further Broker certifies, and will certify to GAD annually hereafter,
that it has established and implemented a Customer Identification
Program, in compliance with applicable regulations, as part of its
anti-money laundering compliance program that, at a minimum, requires
(i) the verification of the identity of any customer seeking to open
an account; (ii) the retention of a record of the information used to
verify each customer's identity; and (iii) the determination, within a
reasonable time before or after the account is opened, as to whether
the customer appears on any lists of known or suspected terrorists or
terrorist organizations as provided to it by any government agency.
Broker hereby agrees that it will verify the identity of each customer
that it introduces GAD, whether through documentary or non-documentary
means, and that GAD will rely upon such verification, as prescribed by
the regulations promulgated under Section 326 of the Act in accordance
with the safe-harbor provided in Section 103.122(b)(6) of the
regulations under the Act.

IV. Principles of Ethical Market Conduct

Page 15 of 52

V. Compensation

1) GAD shall pay Broker compensation for the sale of each Contract
sold by Representative of Broker as set forth in Exhibits A, B and
the Compensation Schedule(s) attached between GAD and either
Broker or Agency, as the case may be. GAD shall identify to Broker
with each such payment the name or names of the Representative(s)
of Broker who solicited each Contract covered by the payment.
Broker will be responsible for issuing checks, statements or forms
for tax purposes and other administrative duties connected with
compensation of such Representatives. Unless otherwise agreed upon
by the parties, GAD shall have no obligation to any of the
employees, agents or Representatives of Broker or Agency for the
payment of any compensation. Unless otherwise provided in Exhibits
A, B or the Compensation Schedules, Exhibits A, B and the
Compensation Schedules, including the commissions and fees
therein, may be amended by GAD at any time, in any manner, and
without prior notice. Any amendment to Exhibits A, B or in the
Compensation Schedules will be applicable to any Contract for
which any application or premium is received by GAD on or after
the effective date of such amendment. However, GAD reserves the
right to amend such Exhibits and Schedules with respect to
subsequent premiums and renewal commissions and the right to amend
such Exhibits and Schedules pursuant to this subsection even after
termination of this Agreement.

3) Neither Broker nor any of its Representatives shall have any right
to withhold or deduct any part of any premium or other purchase
payment it shall receive with respect to the Contracts covered by
this Agreement for purposes of payment of commission or otherwise.

Page 16 of 52

4) No compensation shall be payable, and any compensation already
paid shall be returned to GAD on request, under each of the
following conditions:

a) if GAD or its Affiliates, in their sole discretion, determine
not to issue the Contract applied for,

b) if GAD or its Affiliates refund the premium paid by the
applicant, upon the exercise of applicant's right of
withdrawal pursuant to any "free-look" privilege,

5) GAD shall pay the compensation to Agency for Contracts credited
prior to the termination date of this Agreement, to the Agency
under the Agreement, as set forth in Exhibit A, B or any
Compensation Schedule(s), attached, while it is in effect. Such
Compensation shall be payable when the premium is due and paid to
GAD subject to the provisions of this Agreement and of the
Schedule(s).

6) Agency and Broker hereby agree and acknowledge that compensation
attributable to the sale of any Contract issued by an Affiliate
may be payable directly by GAD, in its discretion, to Agency or
Broker where permitted, and not by the Affiliate. Agency and
Broker further agree and acknowledge that such payment of
compensation by GAD attributable to the sale of such Contracts
shall constitute a complete discharge of the obligation to pay
compensation by the Affiliate issuer under this Agreement. The
foregoing manner of payment shall not affect the right of offset
or chargeback as referred to in Sections V (2) and V (4) of this
Agreement, or other compensation rules as may be set forth in this
Agreement, Compensation Schedules(s), or rules of GAD or its
Affiliates.

Page 17 of 52

7) GAD shall not be obligated to pay any compensation, which would
violate the applicable laws of any jurisdictions, anything in this
Agreement notwithstanding.

8) Unless otherwise agreed to by GAD, Broker, either directly or by
reimbursing GAD on request, shall pay for expenses incurred by
such Broker in connection with the solicitation, offer and sale of
the Contracts.

9) In addition to the conditions and limitations elsewhere contained
in the Agreement and the Compensation Schedule(s), no first year
commission shall be payable on replacements or switches of any
Contract with another Contract, which are undisclosed, and which
otherwise requires disclosure by either state regulation or GAD's
or its Affiliates' rules on replacement transactions; the
replacement or switching rules of each applicable Affiliate are
described on Exhibit C attached hereto.

10) With respect to compensation under this Agreement, in the event
that anything contained in this Section V conflicts with the terms
of the compensation described in the attached Exhibits A, B or
Compensation Schedule(s), the terms contained in such schedules
attached will prevail.

VI. Complaints and Investigations

1) Broker and GAD jointly agree to cooperate fully in any regulatory
investigation or proceeding or judicial proceeding arising in
connection with the offer, sale, and/or servicing of the Contracts.

Page 18 of 52

customer complaint information and documentation upon request. A
complaint is defined as a written or documented verbal
communication received by a company or its distributors, which
primarily expresses a grievance.

VII. Records and Administration

1) To the extent requested by Broker and agreed to by GAD, once a
Contract has been issued, it will be delivered after review by
Broker to the applicant, accompanied by any applicable Notice of
Withdrawal Right and any additional appropriate documents. GAD
will confirm or cause to be confirmed to customers all Contract
transactions, as to the extent legally required, and will
administer the Contracts after they have been delivered, but may
from time to time require assistance from Broker. Consistent with
its administrative procedures, GAD will assume that a Contract
issued by it or its Affiliate will be promptly delivered by Broker
to the purchaser of such Contract. As a result, if a purchaser
exercises the free look rights under a Contract, Broker shall
indemnify GAD for any loss incurred by GAD that results from
Broker's failure to promptly deliver such Contract to its
purchaser.

Page 19 of 52

the 1934 Act, and the rules and regulations thereunder and by any
other applicable law or regulation, as Confidential Information as
described in Section VIII(D) of this Agreement, and neither party
shall reveal or disclose such Confidential Information to any
third party unless such disclosure is authorized by the party
affected thereby or unless such disclosure is expressly required
by applicable federal or state regulatory authorities. However,
nothing contained herein shall be deemed to interfere with any
document, record or other information, which by law, is a matter
of public record.

VIII.Privacy Information

A. Proprietary Information

Any and all account records developed by GAD or its Affiliates, or
provided to GAD or its Affiliates by Broker or Broker's affiliates,
including but not limited to customer files, sales aides, computer
software, customer names, addresses, telephone numbers and related
paperwork, literature, authorizations, manuals and supplies of every
kind and nature relating to the Contracts and the servicing of the
Contracts are and shall remain the property of GAD or its Affiliates.
Such proprietary information and materials shall be treated as
nonpublic personal information and/or confidential information, as
appropriate pursuant to Sections VIII(A), (B), (C), and (D) of this
Agreement.

B. Receipt of Customer Nonpublic Personal Information From Broker by GAD

1) GAD and its Affiliates will treat Nonpublic Personal Information
regarding Broker's customers provided to it by Broker under this
Agreement as Confidential Information under Section VIII(D) of
this Agreement, except that such provisions shall not apply to
such information regarding customers of Broker who were, are or
become policyholders or customers of GAD or its Affiliates other
than by reason of the services provided by Broker under this
Agreement.

Page 20 of 52

2) Notwithstanding the foregoing, GAD and its Affiliates shall have
the right to use or disclose such nonpublic personal information:
(a) to the full extent required to comply with Applicable Laws or
requests of regulators; (b) as necessary in connection with any of
GAD and its Affiliates' audit, legal, compliance or accounting
procedures; (c) as necessary or permitted by Applicable Laws in
the ordinary course of business, for example to administer
Contracts and provide customer service to purchasers of Contracts
under this Agreement; (d) as authorized by such customer; and
(e) to protect against or prevent fraud.

C. Treatment of Nonpublic Personal Information Disclosed to Broker by GAD

Broker will treat Nonpublic Personal Information regarding Broker's
customers provided to it by GAD or its Affiliates under this Agreement
as Confidential Information and shall use such information only to
solicit sales of and to provide service with respect to Contracts sold
pursuant to this Agreement. Notwithstanding the foregoing, Broker
shall have the right to use or disclose Nonpublic Personal Information
provided to it by GAD or its Affiliates to the extent permitted by
Applicable Laws and GAD or its Affiliate's privacy policy, for
example, to comply with Applicable Laws or requests of regulators, in
connection with Broker's audit procedures, as authorized by such
customers, and to protect against or prevent fraud.

D. Confidential Information

1) GAD and its Affiliates and Broker will maintain the
confidentiality of Confidential Information disclosed by either
party to the other party under the terms of this Agreement. Except
as otherwise provided in Sections VIII(A) and VIII(B), neither GAD
and its Affiliates nor Broker shall disclose any Confidential
Information that is covered by this Agreement, and shall only
disclose such information if authorized in writing by the affected
party or if expressly required under the terms of a valid subpoena
or order issued by a court of competent jurisdiction or regulatory
body or applicable laws and regulations. "Confidential
Information" means: (a) any information that this

Page 21 of 52

Agreement specifies will be treated as "Confidential Information"
under this Section VIII(D); (b) any information of Broker and its
affiliates disclosed by Broker to GAD or its Affiliates through
the course of business during the term of this Agreement, or any
information of GAD and its Affiliates that is disclosed by GAD or
its Affiliates to Broker through the course of business during the
term of this Agreement, in each such case if such information is
clearly identified as and marked "confidential" by the disclosing
party, such information includes, but is not limited to, new
products, marketing strategies and materials, development plans,
customer information, client lists, pricing information, rates and
values, financial information and computer systems; (c) Nonpublic
Personal Information; and (d) information required to be treated
as confidential under Applicable Laws.

2) "Confidential Information" does not include (i) information which
is now generally available in the public domain or which in the
future enters the public domain through no fault of the receiving
party; (ii) information that is disclosed to the receiving party
by a third party without violation by such third party of an
independent obligation of confidentiality of which the receiving
party is aware; or (iii) information that the disclosing party
consents in writing that the receiving party may disclose.

Page 22 of 52

E. Protected Health Information

2) To use appropriate safeguards to prevent use or disclosure of PHI
other than as permitted by this Agreement.

Page 23 of 52

IX. Indemnification

1) Except with respect to matters relating to the joint distribution
of Contracts, the following indemnification provisions shall apply:

Page 24 of 52

of the appropriate Prospectus (es), any Statement of
Additional Information, if required or requested, and any
supplements or amendments to either furnished to Broker by
GAD. The forgoing indemnities shall, upon the same terms and
conditions, extend to and inure to the benefit of each
director, trustee and officer of Broker and any person
controlling it.

Page 25 of 52

misconduct; and will reimburse GAD or its Affiliates for any
legal or other expenses reasonably incurred by them in
connection with investigating or defending against any such
loss, claim, damage, liability or action. The foregoing
indemnities shall, upon the same terms and conditions, extend
to and inure to the benefit of each director, trustee and
officer of GAD, its Affiliates, and any person controlling
either GAD or its Affiliates.

2) With respect to matters relating to the joint distribution of
Contracts, the following indemnification provision shall apply:

Page 26 of 52

notify the indemnifying party of the commencement thereof. The
indemnifying party shall be entitled to participate in, and, to
the extent that it shall wish, jointly with any other indemnifying
party, similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party. After notice from
the indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party shall not
be liable to such indemnified party for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation.

X. General Provisions

A. Term and Termination

1) This Agreement shall continue in force for a term of one year from
the Effective Date and thereafter shall automatically be renewed
each year for a further one-year period, provided that any party
may unilaterally terminate this Agreement with or without cause
upon thirty (30) days prior written notice of termination to the
other parties.

2) Change in Status.

a) Broker-Dealer Status. The Agreement shall terminate
immediately upon GAD or Broker ceasing to be a registered
broker-dealer or a member of the NASD.

Page 27 of 52

B. Assignability

C. Amendments

D. Notices

Notices to be given hereunder shall be addressed to:

_______________ _______________

E. Arbitration

Page 28 of 52

F. Governing Law

This Agreement shall be governed by and construed in accordance with
the laws of the State of Missouri without regard to Missouri choice of
law provisions.

Page 29 of 52

G. Entire Understanding

H. No Third Party Beneficiaries

I. Non-Exclusivity

J. Waiver

K. Counterparts

This Agreement may be executed in counterparts, with the same force
and effect as if executed in one complete document.

L. Severablity

Page 30 of 52

In reliance on the representations set forth and in consideration of the
undertakings described, the parties represented below do hereby contract and
agree.

GENERAL AMERICAN DISTRIBUTORS
(BROKER-DEALER)

By
--------------------------

---------------------------------
Print Name & Title

Date
--------------------------

BROKER
(SELLING BROKER-DEALER)

By
--------------------------

---------------------------------
Print Name & Title

Date
--------------------------

Page 31 of 52

EXHIBIT A

Schedule of Variable Product and Compensation

[LOGO]

Paragon Life Commission Arrangement

Paragon offers commission arrangements tailored to the needs of the broker*.
There are several payout formulas to choose from as well as the flexibility to
exchange renewal commissions for additional compensation in the first year.

Commission arrangement (payments to broker/dealer)

Option First Year Commission + Renewal Commission**
------ ---------------------------------- --------------------------------------------------------------

1 18% of cost of insurance + 1% of 3% of cost of insurance + 1 of investment premium,
investment premium, administration administration fee and load
fee and load or 3% of cost of insurance + 25 basis points of average cash
value

2 5% of cost of insurance + 1% of 5% of cost of insurance + 1 of investment premium,
investment premium, administration administration fee and load
fee and load or 5% of cost of insurance + 25 basis points of average cash
value

3 10% of cost of insurance + 1% of 10% of cost of insurance + 1 of investment premium,
investment premium, administration administration fee and load
fee and load or 10% of cost of insurance + 25 basis points of average cash
value

4 15% of cost of insurance + 1% of 15% of cost of insurance + 1 of investment premium,
investment premium, administration administration fee and load
fee and load or 15% of cost of insurance + 25 basis points of average cash
value

* Compensation described in this Summary is only available to entities that
have executed selling agreements with Paragon Life. To the extent that
there is any conflict or inconsistency between this Summary and such
selling agreement, the terms of the selling agreement will govern.

** Renewal commission in excess of cost of insurance (either 1% or 25 basis
points) can be exchanged for 20% of first year regularly scheduled premiums
(excluding 1035 exchange and single deposits, which will be paid at 2%) in
excess of the cost of insurance premium. Under this arrangement, the 1%
first year commission applies only to administrative fees and loads.

FOR BROKER/DEALER USE ONLY

Page 32 of 52

EXHIBIT B

Schedule of Fixed Product and Compensation

Page 33 of 52

EXHIBIT C

Rewritten Business (RWB) Commission Rules
(formerly, Replacement Commission Rules)
Effective June 1, 2002
Revised May 9, 2003

GUIDING PRINCIPLES FOR REWRITTEN BUSINESS

The objective of this document is to provide information on MetLife's
enterprise-wide Rewritten Business (RWB) Rules. These rules were designed based
the following guiding principles:

1. Support suitable change that is driven by the best interest and needs of
the customer.

2. Enterprise Consistency - Apply the same rules for all business done by all
producers in the MetLife family of distribution franchises.

3. Generally pay full compensation for increase in premium and reduced
compensation for replaced premium, regardless of source.

4. Fairness - Provide fair compensation for internal, Enterprise-wide
replacement transactions that are done with the best interest and needs of
the client in mind and in accordance with industry practices and regulatory
requirements.

These rules were designed to provide for all known situations that an agent
might encounter with suitability and fairness for the client in mind. At the
time of the writing of this document, they are believed to cover all
situations, BUT it is recognized that our business is not static and a
situation may arise where these Rewritten Business Rules will not clearly
address the issue.

These new rules apply to payment of First Year Compensation. In general, Asset
Trail, TLP and renewal commissions will not be affected.

SUITABILITY, FIRST & FOREMOST

The rules for Rewritten Business are in place to support suitable transactions
that are in the best interest of the customer. Simply stated, all Rewritten
Business must be suitable for the customer. A product replacement or switch can
only be recommended if it is in the customer's best interest. In general, when
you and your customer are considering rewriting a product to better serve the
customer's financial goals, the following guidelines should be followed. For a
detailed review of MetLife's suitability guidelines, please refer to the
Suitability Tutorial and Replacement Tutorial in the Ethics & Compliance
section of the LearnNow website, or the Suitability document posted in the
Reference Works section of the Ask Me/Tell Me/Read Me database.

. The recommendation should be supported by a thorough fact-find and needs
analysis.

. The new product should clearly meet the customer's financial and
personal goals, and this should be readily evident to the customer.

. The benefits of the new product should clearly outweigh the costs and
consequences of replacing or switching the existing product.

Page 34 of 52

. The pros and cons of the proposed transaction should be discussed
completely with the customer.

. Proper disclosure of the replacement or switch must be made to the
customer and ALL Company and state requirements must be strictly adhered
to with regard to Rewritten Business.

WHEN DO THE REWRITTEN BUSINESS RULES APPLY?

When a client gives up all or part of the benefit provided by an Existing
Product (either by ceasing to pay required premiums or deposits on the product
or by appropriating the product's cash value) to fund the purchase of a New
Product or the rollover into an Existing Product, these Rewritten Business
rules will apply. These rules govern the commissions paid on the sale of the
second product.

These rules apply in the following circumstances as defined by key terms and
definitions presented in the following section of this document:

. When an Existing Product is rewritten by New Product; or

. When funds from an Existing Product are used to fund a deposit into
another Existing Product; or

. When an Existing Product is rewritten by a non-enterprise New Product
sponsored by, or sold through the enterprise (e.g., products available
through the MetLife General Agency.)

For Protection Products, and Investment Products, any transaction identified as
occurring within the respective Rewritten Business Window (see definition in
next section of this document), may trigger the application of these Rewritten
Business Rules.

Page 35 of 52

KEY TERMS & DEFINITIONS AS APPLIED TO REWRITTEN BUSINESS RULES

Existing Product or Product Being Rewritten is any "existing" enterprise
protection or investment product used to fund the purchase of a new enterprise
protection or investment product or to fund a deposit into an Existing
Enterprise protection or investment Product.

New Product is any protection or investment product, policy or contract, which
rewrites, in whole or part, an Existing Product.

New Premium or New Deposit is the amount of first-year premium or the initial
deposit paid on a New Product. With respect to flexible premium life products,
any amount paid in excess of the (base commissionable) premium amount -
sometimes referred to as "excess premium" - is excluded.

Old Premium Level is an amount equal to the first-year premium on an Existing
Product. With respect to flexible premium life products, "Old Premium Level"
does not include any amount previously paid in excess of the (base
commissionable) premium amount - sometimes referred to as "excess premium."

Old Money is the net cash value released (excluding dividend accumulations)
from an Existing Product, either as cash build up, accumulation, or policy
values, and subsequently appropriated or used to pay any part of a New Premium
or Deposit. Appropriation or use of Old Money to pay any part of a New Premium
or Deposit may be implied if the use or appropriation occurs within the
Rewritten Business Window and the criteria for deeming the money to have been
used for that purpose have been met. This will apply whether that cash value is
explicitly rolled into the new policy or not. In addition, a full or partial
surrender of PUAR/VABR values (or of a paid-up or non-forfeiture policy) on the
same life is considered rollover money if it falls within the RWB window, even
if the old policy is not otherwise changed or "rewritten."

New Money is any amount used to pay premium or deposits on a New or Existing
Product that is not Old Money. In essence, New Money is any money paid by the
client that has not come from an existing enterprise product within the
Rewritten Business Window as defined in this document.

Rewritten Business Window is the time frame in which transactions on an
Existing Product will trigger the application of these Rewritten Business rules
with regard to the issue of a New Product or deposit into an Existing Product.
If within this time frame, an Existing Product lapses, is fully or partially
surrendered for the cash value, or the annualized premium is reduced by a
policy change, these Rewritten Business rules will apply to the commissions on
the New Product.

1) For Protection Products, the Rewritten Business Window is 6 months
prior to and 12 months after the Date of Part A of a New Product.

2) For Investment Products, the Rewritten Business Window is 3 months
prior to and 3 months after the issue date of a New Product or a
deposit into an Existing contract.

Page 36 of 52

RULES FOR MONEY COMING INTO A NEW LIFE POLICY

Permanent to Permanent / Term to Term / Permanent to Term Life

Full First-Year Commissions will be paid on the part of the New premium in the
New Product that exceeds the premium level of the Old Product.

.. Partial First-Year Commissions will be paid on premium dollars in the New
Product up to the premium level of the Old Product. The partial commission
payable will be determined based on the age of the old policy being
rewritten. This applies to "roll-overs" directly into the Cash Value and
Paid-Up Riders. Please refer to the table below.

Percent of Normal FYC
----------------------------------
Years
Old Policy Has Up to Old Premium Above Old Premium
Been In-force Level /(1)/ Level
-------------- ----------------- -----------------
Less Than 5 0% 100%
5 but less than 6 25% 100%
6 but less than 7 30% 100%
7 but less than 8 35% 100%
8 but less than 9 40% 100%
9 but less than 10 45% 100%
10 or more 50% 100%

(1) Also applies to old money rolled over into an accumulation fund (e.g,
Excess Premium), or whole life riders (e.g, VABR).

.. For Existing Term insurance sold after 01/01/2001. When existing term
insurance that was sold after 01/01/2001 is replaced by a new term policy,
the "Up to Old Premium Level" percentages in the table above would be
doubled.

.. Premium Doubling Rule. Should the New Policy base premium at least double
that of the Old Policy base premium AND the Old Policy is at least 5 years
old, full commission will be paid on all premium dollars related to the
base premium of the New Policy. Any Old Money rolled over into an
accumulation fund (e.g, Excess Premium), or whole life riders (e.g, VABR)
will be commissioned based on the above table.

.. Normal Renewals will be paid based on published schedules of renewals for
the New Policy being written.

.. A Persistency Adjustment will apply to offset the "lapse" of the Old
Product that is being rewritten under the Traditional Life Persistency
(TLP) arrangement. This adjustment will apply if the Old Product being
rewritten is a traditional life policy, has been in force for 5 years or
more, and the commissions on the New Product are adjusted under the
Rewritten Business Rules.

.. No Commissions are paid for "Saving" cases.

Page 37 of 52

.. Term Insurance receives the "Percent of Normal FYC" scale if rewritten,
unless it is in the last 2 years of the level premium guarantee period, in
which case 100% of normal FYC is payable.

Term to Permanent

.. Term-to-permanent commission payments are determined by the conversion
rules of the Old Product. For a replacement of a term policy by a permanent
policy, where no term conversion is available, full commissions will be
paid on the permanent policy.

Annuities/Mutual Fund/WRAP Account to Life

Full first-year commissions will be paid when money is coming from an Old
Investment Product and going towards a New Protection Product, except for
Annuities with surrender/withdrawal charges.

Page 38 of 52

RULES FOR MONEY COMING INTO A NEW ANNUITY

Fixed to Fixed Annuity / Fixed to Variable Annuity / Variable to Fixed Annuity

.. Full commissions will be paid on New Money included within the New Deposit.

.. One-half of the normal first-year commission will be paid on the Old Money
included within the New Deposit. The commission is only payable if the old
annuity contract is beyond the surrender/withdrawal charge period.

.. No Commissions will be paid on the Old Money included within the New
Deposit if a surrender/withdrawal charge was assessed on the old contract.

Variable Annuity to Variable Annuity

.. Full commissions will be paid on New Money included within the New Deposit.

.. No Commissions will be paid on any Old Money included within the New
Deposit.

Mutual Fund or WRAP Account to Fixed or Variable Annuity

.. Full commissions will be paid on all money being deposited.

Permanent Life Insurance to Fixed or Variable Annuity

.. Full commissions will be paid on New Money included within the New Deposit.

.. Full first-year commission will be paid on Old Money included within the
New Deposit if the life insurance policy has been in force at least 10
years.

.. No first year commission paid on Old Money included in the New Deposit if
the life insurance policy has been in force for less than 10 years.

Special Rules Applicable to Annuities

.. No commissions will be payable on company-sponsored exchanges or similar
exchanges sponsored by MetLife affiliates.

.. Stretch/ Decedent XXX. If the annuity is an XXX contract and the
beneficiary elects a stretch/decedent XXX, no commissions will be paid or
credited.

.. Annuitization. One-half (50%) of the normal commissions/GDC will be
credited on an annuitization from a deferred annuity which has been in
place for at least two contract years AND on an annuitization using life
insurance accumulation amounts or death benefit proceeds under the terms of
the policy.

.. Spousal Transfers. If the spouse is the primary beneficiary of the annuity
death claim, and he/she elects to retain the proceeds in his/her name and
become the annuitant/owner of the existing contract, no commission will be
paid or credited. If the annuity death proceeds are moved to a new annuity,
instead of using the spousal assumption/continuation provisions, the same
RWB Rules for Old Money coming into a new Annuity will apply. Full
first-year commission will be paid on New Money.

Page 39 of 52

RULES FOR MONEY COMING INTO A NEW MUTUAL FUND/WRAP

One Mutual Fund Family/WRAP to Another Mutual Fund Family/WRAP

.. Full first-year commissions will be paid, provided a properly executed
"Mutual Fund Switch Letter," signed by the client, the Financial Services
Representative and his or her manager, is submitted as part of the
transaction.

Exchanges Within the Same Mutual Fund Family

.. Full first-year commission will be paid on any amount of New Money.

.. No first-year commission will be paid when Old Money from a mutual fund
family is used to fund a mutual fund from the same family of funds. There
is generally no sales charge to the client for this exchange, and as such,
there is no commission payable.

Annuity To Mutual Fund/Wrap Account

.. Full commission will be paid on New Money.

.. Full first-year commission will be paid when a mutual fund or WRAP account
rewrites an annuity that is out of the surrender charge period.

.. No commission will be paid on the Old Money if the annuity is subject to a
surrender/withdrawal charge.

Permanent Life Insurance to Mutual Funds/WRAP Accounts

.. Full commissions will be paid on New Money included within the New Deposit.

.. Full first-year commission will be paid on Old Money included within the
New Deposit if the life insurance policy has been in force at least 10
years.

.. No first year commission paid on Old Money included in the New Deposit if
the life insurance policy has been in force for less than 10 years.

Page 40 of 52

ADDITIONAL RULES THAT APPLY

The Company reserves the right to apply the rewritten business rules in special
situations. Listed here is information regarding several special situations,
and the names of individuals you should contact if you encounter a situation
where it is unclear how these rules apply.

Policy Loans. It is against company rules to recommend policy loans to help
fund a New or Existing Products. The date of a policy loan check may be used as
the "date of lapse" in determining whether a new policy will be considered a
"rewritten policy," if, within the Rewritten Business Window:

1) a loan is taken out on an Existing Policy resulting in the total
outstanding loan on that policy to be equal to 80% or more of the
total loan value on that policy, and

2) the existing policy lapses, is surrendered for the cash value, or the
annualized premium is reduced by policy change, with three or less
months additional premiums having been paid 31 days after the date of
the policy loan check.

Remember that it is against Company policy to recommend policy loans to help
fund the purchase of an equity product.

Ownership Changes. When a change in ownership occurs involving a corporation, a
qualified retirement plan or an irrevocable trust, the New Policy will not be
considered Rewritten Business for RWB commission rule purposes, even though the
insured is the same. Neither will an individually-owned policy sold after a
corporate-owned policy is terminated because of business failure or bankruptcy.

Matured Endowments. If the funds of an endowment policy, which has matured or
is within 3 years of maturity, are deposited into a new or existing life
insurance policy, annuity, or mutual fund, all the funds will be considered New
Money for commission purposes, and full FYCs will be paid.

Juvenile Policies. Full commissions will be credited when a juvenile policy
owned by parents, guardians or a trust is rewritten by a New Policy on the same
life that also owns the New Policy and the owner of the New Policy is an adult
(age 18 or older).

Qualified Domestic Relations Order. When a life policy is cancelled because of
a court ordered settlement and is rewritten by another life policy on the same
life, full commissions will be credited. When the assets of an annuity are
required to be split because of a Domestic Relations Order or Qualified
Domestic Relations Order, no commissions will be paid or credited.

Page 41 of 52

Product Exchanges. The company sometimes sponsors special exchange programs
(known as a "company-sponsored exchange") designed to encourage clients to
replace an older product with a newer one, typically because the newer product
has features the older one lacks that are considered advantageous to the
client. The company often provides some incentive to the client to make the
sponsored exchange. Special commission provision may also apply. If they do,
these special commission provisions will supersede the rules published here.

Term Conversions. On a term conversion in the first policy year, the term
writer's first-year commissions are protected. The writer of the permanent
policy will receive first-year commissions on the new policy less the FYC paid
on the term policy, and will receive full renewal commissions. A term policy in
its second or later policy year may be converted, and full commissions will be
credited to the writer effecting the term conversion.

Page 42 of 52

EXAMPLES

It's important to note at this point that the examples below show the net FYC
you would receive given the assumptions shown. Remember, AS CURRENTLY IS THE
BUSINESS PROCESS, Full FYC may well be paid out in one pay cycle AND the
relative Rewritten Business Rule adjustments, may come 1 or more pay cycles
later.

Example of How The Table Works:

(1) Also applies to old money rolled over into an accumulation fund (e.g,
Excess Premium), or whole life riders (e.g, VABR).

Assumptions:

.. New Policy FYC Rate is 50%

.. Old Policy in-force for 7 1/2 years (cross table at "7 but less than 8"
years in-force row)

Results:

.. FYC Rate on New Premium up to the Old Premium level = 17.5% (which is
normal FYC Rate 50% x 35% - the % from the chart above)

.. FYC Rate for New Premium above Old Premium level = 50% (New Money, gets
full FYC)

Page 43 of 52

Examples of a Life to Life Rewritten Policy

Example 1: Old policy and New Policy have same premium.

Old Policy New Policy
.. In-force for 9 years . New Premium of $1,000
.. Premium of $1,000 . Normal FYC rate of 50%
.. $0 net cash value

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,000 -
$1,000) = $ 0.00
---------
TOTAL FYC = $225.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. No FYC on New Premium above Old Premium level because New Premium minus Old
Premium is $0.

Example 2: New Policy has $500 more premium than old policy.

Old Policy New Policy
. In-force for 9 years . New Premium of $1,500
. Premium of $1,000 . Normal FYC rate of 50%
. $0 net cash value

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,500 -
$1,000) = $250.00
---------
TOTAL FYC = $475.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. FYC on New Premium above Old Premium calculated as above because New
Premium minus Old Premium is $500.

Page 44 of 52

Example 3: New Policy has $500 more premium than old policy, and additional
$10,000 of Old Policy Cash Value also being rolled over into new policy.

Old Policy New Policy
.. In-force for 9 years . New Premium of $1,500
.. Premium of $1,000 . Normal FYC rate of 50%
.. $10,000 net cash value (Rolled
Over to New Policy)

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,500 -
$1,000) = $250.00
.. FYC on net Cash Value from Old Policy =2% x 45% x $10,000 = $ 90.00
---------
TOTAL FYC = $565.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. FYC on New Premium above Old Premium calculated as above because New
Premium minus Old Premium is $500.

.. Multiply as shown above for Old Money ($10,000) rolled over to new policy.

Example 4: Same as example 3, BUT assume $10,000 of Old Policy Cash Value is
surrendered by owner (i.e., not rolled over into the new policy.)

Old Policy New Policy
.. In-force for 9 years . New Premium of $1,500
.. Premium of $1,000 . Normal FYC rate of 50%
.. $10,000 net cash value (NOT
rolled over)

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1,000 = $225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,500 -
$1,000) = $250.00
.. FYC on net Cash Value from Old Policy ("Old Money") = $ 0.00
---------
TOTAL FYC = $475.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table ( 9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. FYC on New Premium above Old Premium calculated as above because New
Premium minus Old Premium is $500.

.. Since the owner of the contract surrendered the policy, no premium dollars
came into the new Policy from "Old Money." Hence, No FYC would be paid on
Old Money.

Page 45 of 52

Example 5: Same as example 3, BUT $2,500 New Policy Premium. This would cause
the Premium Doubling Rule to take effect.

Old Policy New Policy
. In-force for 9 years . New Premium of $2,500
. Premium of $1,000 . Normal FYC rate of 50%
. $10,000 net cash value (Rolled
over into New Policy)

Results:

.. FYC on All New Premium = 50% x $2,500 = $1,250.00
.. FYC on net Cash Value from Old Policy ("Old Money") = 2% x 45%
x $10,000 = $ 90.00
-----------
TOTAL FYC = $1,340.00

How did we get there?

.. The New base premium is at least double that of the Old base premium,
therefore the Premium Doubling Rule applies and Full FYC will be paid on
the New Policy base premium.

.. The Old Money rolled into the New Policy will receive FYC based on the
Table.

Example 6 - Annuity/Mutual Fund/WRAP to Life: $20,000 from an annuity is rolled
over into the PUAR of a new life policy, which has a premium of $500.

Old Contract New Policy
.. $20,000 in Old Contract (Rolled . $500 New Premium
into PUAR) . FYC is 50%
.. No Surrender Charges

Results:

.. FYC Rate of new premium is 50% (50% x 500 = $250) = $250.00
.. FYC on PUAR is 3% ($20,000 x 3% = $600) = $600.00
---------
TOTAL FYC = $850.00

How did we get there?

.. Full FYC is paid when money is coming from an "old" Investment & Income
product into a "new" Protection product.

.. Old contract was out of the surrender charge period.

Page 46 of 52

Examples of an Annuity to Rewritten Annuity Contract

Example 7: Old annuity is out of the surrender charge period.

Old Contract New Contract
.. $100,000 Old Contract Surrender . $100,000 New Contract Deposit
.. No Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit ($100,000 x 6% = $6,000)
.. FYC Rate of GDC is 35% of $6,000 = $2,100
.. 1/2 FYC on entire deposit = 50% x $2,100 = $1,050.00
-----------
TOTAL FYC = $1,050.00

How did we get there?

.. Since there were no surrender charges and no New Money deposited, half the
FYC is paid on the deposit.

Example 8: Same as Example 7, but assume additional $10,000 new deposit.

Old Contract New Contact
. $100,000 Old Contract Surrender . $110,000 New Contract Deposit
. No Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit
.. FYC Rate of GDC is 35%
.. Full FYC on "New Money" ($10,000 x 6% x 35% = $210) = $ 210.00
.. 1/2 FYC on rollover deposit ($100,000 x 6% x 35% x 50% = $1,050) = $1,050.00
-----------
TOTAL FYC = $1,260.00

How did we get there?

.. Since there were no surrender charges and there was New Money deposited
along with the deposit rolled over from the old annuity, full FYC (35% of
the GDC) is paid on the "New Money" and half the FYC (50% of the 35% of the
GDC) is paid on the deposit rolled over. The amount will be paid in the
current year and

Page 47 of 52

Example 9: Same as Example 7, but old contract is still in the surrender charge
period.

Old Contract New Contact
.. $100,000 Old Contract Surrender . $100,000 New Contract Deposit
.. Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit
.. FYC Rate of GDC is 35%
.. FYC on rollover deposit ($100,000 x 6% x 35% x 0% = $0) = $0.00
-------
TOTAL FYC = $0.00

How did we get there?

.. Since the old contract was still in the surrender charges no FYC will be
paid.

Example 10: Same as Example 8, but old contract is still in the surrender
charge period.

Old Contract New Contact
. $100,000 Old Contract Surrender . $110,000 New Contract Deposit
. Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit
.. FYC Rate of GDC is 35%
.. Full FYC on "New Money" ($10,000 x 6% x 35% = $210) = $210.00
.. FYC on rollover deposit ($100,000 x 6% x 35% x 0% = $0) = $ 0.00
---------
TOTAL FYC = $210.00

How did we get there?

.. Since the old contract was still in the surrender charge period, no FYC
will be paid on the "Old Money" included in the deposit to the new
contract. Full FYC (35% of the GDC) is paid on the "New Money."

Page 48 of 52

Examples of a Mutual Fund/WRAP to a Rewritten Mutual Fund/Wrap

Example 11: Old fund is from ABC Family. New fund is from XYZ Family, and a
properly executed "Mutual Fund Switch Letter" signed by the client, the FSR and
his/her manager, has been submitted as part of the transaction.

Old Fund New Fund
.. $3,000 in Old Fund . $3,000 New Fund Deposit
. GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit ($3,000 x 6% = $180)

.. FYC Rate of GDC is 35%

.. Full FYC on fund family change $3,000 x6% x35% = $63.00

How did we get there?

.. Since the old and new funds were from different fund families, full FYC is
paid.

IMPORTANT NOTE

.. If, in this example, the new fund family was the same as the old family, NO
FYC would be payable.

Example 12: Same as Example 11, but additional $1,000 "New Money," where new
fund is from the same fund family as old fund.

Old Fund New Fund
. $3,000 in Old Fund . $4,000 New Contract Deposit
. GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. No FYC on "Old Money"

.. Full FYC on "New Money" ($4,000 - $3,000) x 6% x 35% = $21.00

How did we get there?

.. Full FYC is paid on "New Money" only.

Page 49 of 52

Examples of a Life to Annuity, Mutual Fund, or WRAP

Example 13: Life policy in-force 10 or more years, no New Money. Full FYC is
paid on "Old Money."

Old Policy New Contract/Fund
. $2,000 cash surrender value in . $2,000 New Contract/Fund Deposit
Old Policy . GDC Rate of 6%
. Policy in-force 12 years . FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. Full FYC on deposit into new fund/contract ($2,000 x 6% x 35% = $42)

Example 14: Life policy in-force less than 10 years, no New Money. No FYC is
paid on Old Money.

Old Policy New Contract/Fund
. $2,000 cash surrender value in . $2,000 New Contract Deposit
Old Policy . GDC Rate of 6%
. Policy In-force 8 years . FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. No FYC on "Old Money" ($2,000 - $2,000) x 6% x 35% x 0% = $0.00

Page 50 of 52

Example 15: Life policy in-force less than 10 years, $1,000 New Money deposited
into contract/fund. Full FYC is paid on "New Money" only.

Old Policy New Contract/Fund
.. $2,000 cash surrender value in . $3,000 New Contract Deposit
Old Policy . GDC Rate of 6%
.. Policy In-force 8 years . FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. Full FYC on "New Money" ($3,000 --$2,000) x 6% x 35% = $21.00

.. $0 GDC on old policy cash surrender value.

Example 16: Life policy in-force 10 or more years, $1,000 of New Money
deposited into contract/fund. Full FYC is paid on the "Old Money" AND "New
Money."

Old Policy New Contract/Fund
.. $2,000 cash surrender value in . $3,000 New Contract Deposit
Old Policy . GDC Rate of 6%
.. Policy In-force 12 years . FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. Full FYC on deposit into new contract/fund $3,000 x 6% x 35% = $63.00

Page 51 of 52

EXHIBIT D

ASSOCIATED INSURANCE AGENCY

The Broker/Dealer named below ("Broker"), having executed a Sales Agreement
(the "Agreement") by and among Broker and General American Distributors ("GAD")
dated __________________ that, among other things, provides for sales of
Variable Contracts and Fixed Contracts through a designated associated
insurance agency or agencies, hereby designates the associated insurance agency
(the "Associated Insurance Agency") named below as its Agency (as that term is
defined in the Agreement) pursuant to Section III(B) thereof. By signing this
Exhibit D, each of Broker and the Associated Insurance Agency hereby represent
and warrant that the Associated Insurance Agency is and will remain qualified
to serve as an Agency in accordance with the terms of the Agreement, and the
Associated Insurance Agency hereby agrees to be bound by and subject to the
terms of the Agreement.

-----------------------------------
Broker/Dealer

By:
---------------------------

-----------------------------------
Print Name & Title

-----------------------------------
(Tax Identification Number)

-----------------------------------
Associated Insurance Agency Name

By:
---------------------------

-----------------------------------
Print Name & Title

-----------------------------------
(Tax Identification Number)

Page 52 of 52

METLIFE INVESTORS DISTRIBUTION COMPANY

SALES AGREEMENT

TABLE OF CONTENTS

I. DEFINITIONS..................................................................... 2

II. AGREEMENTS, REPRESENTATIONS, AND COVENANTS...................................... 4

A. AGREEMENTS AND COVENANTS OF MLIDC.......................................... 4
B. REPRESENTATIONS AND COVENANTS OF BROKER.................................... 6

III. COMPLIANCE WITH APPLICABLE LAWS................................................. 14

IV. PRINCIPLES OF ETHICAL MARKET CONDUCT............................................ 15

V. COMPENSATION.................................................................... 16

VI. COMPLAINTS AND INVESTIGATIONS................................................... 18

VII. RECORDS AND ADMINISTRATION...................................................... 19

VIII. PRIVACY INFORMATION............................................................. 20

A. PROPRIETARY INFORMATION.................................................... 20
B. RECEIPT OF CUSTOMER NONPUBLIC PERSONAL INFORMATION FROM BROKER BY MLIDC.... 21
C. TREATMENT OF NONPUBLIC PERSONAL INFORMATION DISCLOSED TO BROKER BY MLIDC... 21
D. CONFIDENTIAL INFORMATION................................................... 22
E. PROTECTED HEALTH INFORMATION............................................... 23

IX. INDEMNIFICATION................................................................. 24

X. GENERAL PROVISIONS.............................................................. 27

A. TERM AND TERMINATION....................................................... 27
B. ASSIGNABILITY.............................................................. 28
C. AMENDMENTS................................................................. 28
D. NOTICES.................................................................... 28
E. ARBITRATION................................................................ 28
F. GOVERNING LAW.............................................................. 30
G. ENTIRE UNDERSTANDING....................................................... 30
H. NO THIRD PARTY BENEFICIARIES............................................... 30
I. NON-EXCLUSIVITY............................................................ 30
J. WAIVER..................................................................... 30
K. COUNTERPARTS............................................................... 30
L. SEVERABILITY............................................................... 31

EXHIBIT A
SCHEDULE OF VARIABLE PRODUCT AND COMPENSATION

EXHIBIT B
SCHEDULE OF FIXED PRODUCT AND COMPENSATION

EXHIBIT C
REWRITTEN BUSINESS (RWB) COMMISSION RULES

EXHIBIT D
ASSOCIATED INSURANCE AGENCY SIGNATURE PAGE

Page 1 of 52

METLIFE INVESTORS DISTRIBUTION COMPANY

SALES AGREEMENT

This Agreement, including the Exhibits attached hereto (collectively, the
"Agreement") dated ____________________, 2004, ("Effective Date") by and among
MetLife Investors Distribution Company, a Missouri corporation, ("MLIDC") and
____________________, a ________ corporation that, for the distribution of
traditional fixed rate insurance products only, is or is affiliated with one or
more validly licensed insurance agencies, or for the distribution of registered
products, is registered as a broker dealer with the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as amended, (the
"1934 Act") and a member of the National Association of Securities Dealers
("NASD") and is also either licensed as or is affiliated with one or more
validly licensed insurance agencies (collectively with its affiliated insurance
agency(ies) "Broker").

WITNESSETH:

WHEREAS, MLIDC and its Affiliates issue or provide access to certain
insurance and financial products, including but not limited to, fixed rate
annuities, variable annuities, variable life insurance policies, fixed rate
life insurance policies, variable riders on such fixed rate products, and other
insurance products as identified on Exhibits A and B hereto (together, the
"Contracts"); and

WHEREAS, MLIDC, on behalf of itself and each Affiliate that issues or
provides access to the Contracts identified on Exhibits A and B hereto, is
authorized to enter into selling agreements with unaffiliated broker-dealers or
selling groups, as the case may be, to distribute the Contracts; and

WHEREAS, MLIDC proposes to compensate Broker for the sale and servicing of
Contracts in accordance with the Compensation Schedules set forth in Exhibits A
and B.

NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:

I. Definitions

1) Affiliate - Any entity that directly or indirectly controls, is
controlled by or is under common control with MLIDC, including,
without limitation, any entity that owns 25% or more of the voting
securities of any of the foregoing and any entity that is a
subsidiary of any of the foregoing.

Page 2 of 52

2) Agency - One or more associated insurance agencies of Broker,
identified on Exhibit D hereto, which are properly licensed to
participate in the business of insurance.

3) Applicable Laws - Shall have the meaning given to such term as in
accordance with Section III of this Agreement.

4) Confidential Information - Shall have the meaning given to such
term as described in Section VIII(D) of this Agreement.

5) Fixed Contracts - Contracts that are not variable and include,
without limitation, fixed rate annuities, fixed rate life
insurance and other fixed insurance contracts, issued by MLIDC, or
its Affiliates, as more fully described in Exhibit B, which may be
amended by MLIDC in its sole discretion from time to time.

6) General Agent - Shall have the meaning given to such term as
described in Section II(B)(21) of this Agreement.

10) Variable Contracts - Variable life insurance policies, variable
annuity contracts, variable insurance riders and other variable
insurance contracts, issued by MLIDC, or its Affiliates, as more
fully described in Exhibit A , which may be amended by MLIDC in
its sole discretion from time to time.

Page 3 of 52

11) Representatives - those individuals, accepted by MLIDC or its
Affiliates to solicit and sell Contracts under the terms of this
Agreement, who are duly licensed and appointed as a life insurance
agent of MLIDC or its Affiliates, and with respect to registered
products, are also duly registered, individually, with the NASD in
compliance with 1934 Act.

12) Protected Health Information or PHI -- Individually identifiable
information that is transmitted or maintained in any medium and
relates to the past, present or future physical or mental health
or condition of an individual; the provision of health care to an
individual; or future payment for the provision of health care to
the individual. PHI includes demographic information about
individuals, including names; addresses; dates directly related to
an individual, including but not limited to birth date; telephone
numbers; fax numbers; E-mail addresses; Social Security numbers;
policy numbers; medical record numbers; account numbers; and any
other unique identifying number, characteristic, or code. PHI
includes, but is not limited to, information provided by an
individual on an application for a long term care insurance policy
or other health care plan issued by MLIDC or an affiliate of
MLIDC; information related to the declination or issuance of, or
claim under, a long term care insurance policy issued by MLIDC or
an affiliate; or information derived therefrom.

II. Agreements, Representations, and Covenants

A. Agreements and Covenants of MLIDC

1) MLIDC represents that it is duly authorized, on behalf of itself
and each Affiliate that issues or provides access to the Contracts
identified on Exhibits A and B hereto, to enter into this
Agreement with Broker to distribute such Contracts.

2) MLIDC, subject to the terms and conditions of the Agreement,
hereby appoints Broker, on behalf of itself and each Affiliate, to
solicit, sell and provide service to the Contracts which are set
forth on the applicable Exhibits A and B on a non-exclusive basis.

3) MLIDC authorizes Broker through its Representatives to solicit
applications for the Fixed Contracts listed in Exhibit B, provided
that (a) Broker shall not solicit applications for Fixed Contracts
except in those states where it and its Representatives are
appropriately licensed and, in which, the Fixed Contracts are
qualified for sale under Applicable Laws; and (b) Broker complies
in all other respects with the published policies and procedures
of MLIDC or its Affiliates, and with the terms of this Agreement.

Page 4 of 52

4) MLIDC authorizes Broker through its Representatives to offer and
sell the Variable Contracts listed in Exhibit A, provided that
(a) Broker shall not solicit applications for Variable Contracts
except in those states where it and its Representatives are
appropriately licensed; (b) there is an effective Registration
Statement relating to such Variable Contracts; (c) such Variable
Contracts are qualified for sale under Applicable Laws in such
state in which the sale or solicitation is to take place; and
(d) Broker complies in all other respects with the published
policies and procedures of MLIDC and its Affiliates, and with the
terms of the Agreement. MLIDC shall notify Broker or its designee
of the issuance by the SEC of any stop order with respect to a
Registration Statement or the initiation of any proceeding by the
SEC relating to the registration and/or offering of Variable
Contracts and of any other action or circumstances that makes it
no longer lawful for MLIDC or its Affiliates to offer or issue
Variable Contracts listed in Exhibit A. MLIDC shall advise Broker
of any revision of or supplement to any prospectus related to the
Variable Contracts or underlying investments of such Variable
Contracts.

5) The performance or receipt of services pursuant to this Agreement
shall in no way impair the absolute control of the business and
operations of each of the parties by its own Board of Directors.
Pursuant to the foregoing, MLIDC and its Affiliates shall
specifically retain ultimate authority, including but not limited
to:

a) to refuse for any reason to appoint a Representative and
cancel any existing appointment at any time;

b) to direct the marketing of its insurance products and services;

c) to review and approve all advertising concerning, its
insurance products and services;

d) to underwrite all insurance policies issued by it;

e) to cancel risks;

f) to handle all matters involving claims adjusting and payment;

g) to prepare all policy forms and amendments;

h) to maintain custody of, responsibility for and control of all
investments; and

i) to withdraw a Contract from sale or to change or amend a
Contract for any reason.

Page 5 of 52

6) Exhibits A and B may be amended by MLIDC in its sole discretion
from time to time to include additional Contracts, including fixed
rate annuities, variable annuities, variable life insurance
policies, fixed rate life insurance policies, variable riders on
such fixed rate products, and other insurance products issued by
MLIDC or its Affiliates. The provisions of this Agreement shall
apply with equal force to such additional Contracts unless the
context otherwise requires. Exhibits A and B may be amended by
MLIDC in its sole discretion from time to time to delete one or
more of the Contracts.

7) During the term of this Agreement, MLIDC will provide Broker,
without charge, with as many copies of the Contract
prospectus(es), current underlying mutual fund prospectus(es),
statements of additional information and applications for the
Contracts, as Broker may reasonably request. Upon receipt from
MLIDC of updated copies of the Contract prospectus(es), current
underlying mutual fund prospectus(es), statements of additional
information and applications for the Contracts, Broker will
promptly discard or destroy all copies of such documents
previously provided to them, except such copies as are needed for
purposes of maintaining proper records. Upon termination of this
Agreement, Broker will promptly return to MLIDC all Contract
prospectus(es), current underlying mutual fund prospectus(es),
statements of additional information and applications for the
Contracts and other materials and supplies furnished by MLIDC to
Broker or to its Representatives, except for copies required for
maintenance of records.

8) During the term of this Agreement, MLIDC or its Affiliates will be
responsible for providing and approving all promotional, sales and
advertising material to be used by Broker. MLIDC will file such
materials or will cause such materials to be filed with the SEC,
NASD, and any state securities regulatory authorities, as
appropriate.

B. Representations and Covenants of Broker

Page 6 of 52

2) Broker represents and warrants that it is a registered
broker-dealer under the 1934 Act, has all necessary broker-dealer
licenses, is a member in good standing with the NASD, and is
licensed as an insurance broker and has obtained any other
approvals, licenses, authorizations, orders or consents which are
necessary to enter into this Agreement and to perform its duties
hereunder. Broker further represents that its Representatives who
will be soliciting applications for Variable Contracts, whether
alone or jointly with representatives of MLIDC or its designee,
will at all times as required by Applicable Laws be appropriately
registered and/or licensed under such laws and shall comply with
all requirements of the NASD, the 1934 Act and all other federal
and/or state laws applicable to the solicitation and service of
the Variable Contracts including without limitation the NASD Rules
of Fair Practice.

3) Broker represents that neither it nor any of its Representatives
are currently under investigation by any insurance regulator, the
NASD or SEC, any other self-regulatory organization or other
governmental authority (except for any investigations of which it
has notified MLIDC in writing). Broker further agrees that, if a
formal or informal investigation of Broker or any of its agents is
commenced by any insurance regulator, the NASD or SEC, any other
self regulatory organization or other governmental authority, in
connection with the sale of the Contracts, Broker will notify
MLIDC of the existence and subject matter of such investigation.
The Agency further agrees that no subagent shall be appointed to
solicit and procure Contracts of MLIDC if the subagent has been
convicted of any felony prohibited by the Federal Violent Crime
Control and Law Enforcement Act of 1994.

4) Commencing at such time as MLIDC and Broker shall agree upon,
Broker shall find suitable purchasers for the Contracts for which
Representatives are licensed and authorized under Applicable Laws.
In meeting its obligation to solicit applications for the
Contracts, Broker agrees as follows:

a) Broker shall use only those training, sales, advertising, and
promotional materials with respect to the Contracts that have
been pre-approved in writing by MLIDC for use at that time;

Page 7 of 52

b) Broker shall establish and implement reasonable procedures for
periodic inspection and supervision of sales practices of its
Representatives, and will, upon a reasonable written request
from MLIDC, provide a report to MLIDC on the results of such
inspections and the compliance with such procedures; provided,
however, that Broker shall retain sole responsibility for the
supervision, inspection and control of its Representatives;

c) Broker shall take reasonable steps to ensure that its
Representatives shall not make recommendations to an applicant
to purchase a Contract in the absence of reasonable grounds to
believe that the purchase of a Contract is suitable for such
applicant to the extent required by Applicable Laws. Broker
shall be solely responsible for determining the suitability of
recommendations to purchase a Contract made by its agents or
other representatives; and notwithstanding the foregoing,
Broker may offer the Contracts in addition to offering other
life insurance and annuity products to customers of Broker.
Furthermore, Broker understands that no territory is
exclusively assigned to Broker hereunder. Broker acknowledges
and agrees that MLIDC may distribute the Contracts through its
own employee's agent and Representatives, including those of
its Affiliates, or through any other distribution method or
system including (but not limited to) agreements with other
insurance agencies regarding the sale of such Contracts in the
territories, markets or distribution channels covered by this
Agreement.

d) Broker shall review diligently all Contract applications for
accuracy and completeness and for compliance with the
conditions herein, including the suitability and prospectus
delivery requirements, and shall take all reasonable and
appropriate measures to assure that applications submitted to
MLIDC are accurate, complete, compliant with the conditions
herein, and for Variable Contracts, approved by a qualified
registered principal. With respect to variable Contracts
distributed jointly by Broker and representatives of MLIDC or
its designee, Broker shall ensure that all applications
relating thereto have been provided to Broker for its review
and approval by a qualified registered principal of Broker.

5) To the extent permitted by Applicable Laws, only the initial
purchase payments for the Contracts shall be collected by
Representatives of Broker. All such purchase payments shall be
remitted promptly in full, (and in no event later than the time
permitted under Applicable Law or the rules of the NASD), together
with any related application, forms and any other required
documentation to MLIDC or the appropriate Affiliate. The Broker
shall make such remittances in accordance with any and all
policies and procedures described in the Contract, insurance
policy, prospectus, if appropriate, or as otherwise adopted by
MLIDC and its Affiliates.

Page 8 of 52

6) Broker acknowledges that MLIDC, on behalf of itself and its
Affiliates, shall have the unconditional right to reject, in whole
or in part, any application for a Contract. If MLIDC rejects an
application, MLIDC or its Affiliate will immediately return any
purchase payments received directly to the Broker, and Broker will
be responsible for promptly returning such payments to the
purchaser. If any purchaser of a Contract elects to return such
Contract pursuant to any law or contractual provision, any
purchase payment made or such other amount, as the Contract or
Applicable Laws shall specify, will be returned by MLIDC or its
Affiliates to the Broker, and the Broker will be responsible for
promptly returning such payments to the purchaser. Except as
otherwise may be provided in Exhibit A, B or the Compensation
Schedules, if a purchase payment is either refunded or returned to
the purchaser, no commission will be payable to Broker hereunder,
and any commission received by Broker will be returned promptly to
MLIDC. MLIDC may, at its option, offset any such amounts against
any amounts payable to Broker.

7) Except as otherwise required by Applicable Laws, Broker is not a
principal, underwriter or agent of MLIDC, or its Affiliates, or
any separate account of MLIDC or its Affiliates. Broker shall act
as an independent contractor, and nothing herein contained shall
constitute Broker, nor its agents or other representatives,
including Representatives as employees of MLIDC or its Affiliates
in connection with the solicitation of applications for Contracts
or other dealings with the public. Broker, its agents and its
other representatives, shall not hold themselves out to be
employees of MLIDC or its Affiliates in this connection or in any
dealings with the public.

8) Broker agrees that any material it develops, approves or uses for
sales, training, explanatory or other purposes in connection with
the solicitation of applications for the Contracts hereunder,
other than generic advertising material which does not make
specific reference to MLIDC, its Affiliates or the Contracts, will
not be used without the prior written consent of MLIDC.

Page 9 of 52

requirements necessary to be licensed or otherwise qualified to
sell the Contracts. Broker understands and acknowledges that
neither it, nor any of its Representatives, is authorized by MLIDC
to give any information or make any representation in connection
with this Agreement or the offering of the Contracts other than
those contained in the contract, policy, prospectus, or
solicitation material authorized for use in writing by MLIDC or
its Affiliates. Broker shall not make any representations or give
information that is not contained in the contract, policy,
prospectus or solicitation material of the Contracts.

10) Neither Broker nor its agents, designees or other representatives
shall have authority on behalf of MLIDC or its Affiliates to alter
or amend any Contract or any form related to a Contract to adjust
or settle any claim or commit MLIDC or its Affiliates with respect
thereto, or bind MLIDC or its Affiliates in any way; or enter into
legal proceedings in connection with any matter pertaining to
MLIDC's business without its prior written consent. Broker shall
not expend, nor contract for the expenditure of, funds of MLIDC or
its Affiliates nor shall Broker possess or exercise any authority
on behalf of MLIDC other than that expressly conferred on Broker
by this Agreement.

11) Broker and Agency shall be solely responsible for the accuracy and
propriety of any instruction given or action taken by a
Representative on behalf of an owner or prospective owner of a
Contract. MLIDC shall have no responsibility or liability for any
action taken or omitted by it in good faith in reliance on or by
acceptance of such an instruction or action.

12) Broker shall prepare any forms necessary to comply with Applicable
Laws or otherwise required in connection with the sale of the
Contracts, either as an initial transaction or as a replacement
for other insurance or annuity products, and Broker shall send
such forms to MLIDC or the appropriate Affiliate. In the
alternative, if such forms are not required, but information with
respect to a transaction or replacement is required, Broker will
transmit such information in writing to MLIDC or the appropriate
Affiliate. Broker further shall notify MLIDC or the appropriate
Affiliate when sales of the Contracts are replacement contracts.
Such notification shall not be later than the time that Broker
submits applications for such Contracts to MLIDC or the
appropriate Affiliate.

13) Broker shall furnish MLIDC and any appropriate regulatory
authority with any information, documentation, or reports prepared
in connection with or related to this Agreement which may be
requested by MLIDC or an appropriate regulatory authority in order
to ascertain whether the operations of MLIDC or Broker related to
the Contracts are being conducted in a manner consistent with
Applicable Laws.

Page 10 of 52

14) Broker will adhere to state insurance replacement regulations,
before it receives or solicits any applications for Contracts.

16) Insurance Coverage.

a) Fidelity Bond. Broker shall secure and maintain a fidelity
bond (including coverage for larceny and embezzlement), issued
by a reputable bonding company, covering all of its directors,
officers, agents, Representatives, associated persons and
employees who have access to funds of MLIDC or its Affiliates.
This bond shall be maintained at Broker's expense in at least
the amount prescribed under Rule 3020 of the NASD Conduct
Rules or future amendments thereto. Broker shall provide MLIDC
with satisfactory evidence of said bond upon MLIDC's
reasonable request. Broker hereby assigns any proceeds
received from a fidelity bonding company, or other liability
coverage, to MLIDC, for itself or on behalf of its Affiliates
as their interest may appear, to the extent of its loss due to
activities covered by the bond, policy or other liability
coverage.

b) Plan of Insurance. Broker shall maintain in full force and
effect during the term of this Agreement a plan of insurance,
which may be a plan of self-insurance, which shall provide
coverage for errors and omissions of the Broker, its Agency,
representatives and agents, including Representatives in an
amount reasonably acceptable to MLIDC. If such insurance plan
terminates for any reason during the term of the Agreement,
Broker shall immediately notify MLIDC of such termination. If
requested by MLIDC, Broker shall provide satisfactory evidence
of coverage under such insurance policy satisfactory to MLIDC
showing the amount and scope of coverage provided.

Page 11 of 52

d) Broker represents that all of its directors, officers and
representatives are and shall be covered by blanket fidelity
bonds, including coverage for larceny and embezzlement, issued
by a reputable bonding company in an amount reasonably
acceptable to MLIDC. These bonds shall be maintained at
Broker's expense and shall be at least, of the form type and
amount required under the NASD Rules of Fair Practice. Upon
request, Broker shall give evidence satisfactory to MLIDC that
such coverage is in force. Furthermore, Broker shall give
prompt written notice to MLIDC of any notice of cancellation
or change of such coverage. Broker hereby assigns any proceeds
received from a fidelity bonding company, or other liability
coverage, to MLIDC, for itself or its Affiliates, as their
interest may appear, to the extent of their loss due to
activities covered by the bond, policy or other liability
coverage.

17) In such cases where Broker intends to distribute the Variable
Contracts through an Agency, Broker further represents that:

Page 12 of 52

e. Broker and Agency, as applicable, will maintain the books and
records relating to the sale of Variable Contracts and the
receipt and disbursement of insurance commissions and fees
thereon. Such books and records will be maintained and
preserved in conformity with the requirements of Section 17(a)
of the 1934 Act and the Rules thereunder, to the extent
applicable, and will at all times be compiled and maintained
in a manner that permits inspection by supervisory personnel
of the Broker, the SEC, the NASD, and other appropriate
regulatory authorities; and

f. All premiums derived from the sale of the Variable Contracts
will be made payable to and sent directly to MLIDC or the
appropriate Affiliate or will be sent by customers to the
Broker for forwarding to MLIDC or the appropriate Affiliate.
Agency will not receive, accumulate, or maintain custody of
customer funds.

18) In such cases where Broker intends to distribute Fixed Contracts
through an Agency, Broker agrees that before a subagent is
permitted to solicit Contracts, Broker or its Agency shall have
entered into a written agreement with the subagent pursuant to
which the subagent: (a) is authorized to deliver policies only
upon the payment to it of the premiums due thereon and upon
compliance with the terms, conditions and provisions of such
policies; (b) shall promptly remit to the Broker or Agency all
funds collected on MLIDC's or its Affiliates' behalf; (c) shall
otherwise act only pursuant to the limited authority granted to
the Agency hereunder and shall comply with all of the duties and
obligations of the Broker hereunder and the rules of MLIDC or its
Affiliates; and (d) agrees to MLIDC's right to offset from any
compensation due the subagent any indebtedness due from the
subagent to MLIDC or its Affiliates and to chargeback compensation
under MLIDC's or its Affiliates' rules. The Broker further agrees
that it shall promptly remit to MLIDC all funds collected on the
behalf of MLIDC or its Affiliates.

19) Broker agrees to comply with the policies and procedures of MLIDC
and its Affiliates with respect to the solicitation, sales and
administration of Contracts and services Broker and
Representatives are authorized to sell and service under the
Agreement, including, but not limited to, privacy policies and
procedures, as those policies and procedures may be provided to
Broker by MLIDC from time to time.

20) For a period of 12 months after termination of the Agreement, the
Broker and Agency shall not, directly or indirectly, on a
systematic basis, contact the policyholders of MLIDC or its
Affiliates or condone such contact for the purpose of inducing any
such policyholders to lapse, cancel, and fail

Page 13 of 52

to renew or replace any Contract. If the Agency, in the judgment
of MLIDC is determined to have engaged in such prohibited
activity, then MLIDC shall have the right to declare the Agency's
claims for compensation or any other benefit under the Agreement
shall be forfeited and void. MLIDC, on behalf of itself and its
Affiliates, may also pursue all remedies, including injunction, to
assure compliance with the covenants in this section and shall, if
successful, be entitled to recover from the Agency all costs and
expenses incurred in pursuing such remedies, including reasonable
attorneys' fees.

21) In such cases where Broker shall distribute Contracts with the
assistance of the general agency distribution system of MLIDC
("General Agent"), the following additional terms shall apply:

a. Broker hereby acknowledges and consents to in advance the
participation of every General Agent, designated by MLIDC, as
a participating general agency under this Agreement.

b. Broker agrees that both it and its Representatives shall work
cooperatively with the General Agent(s) located in the
particular territory where a Contract is sold and through
which the sale is processed on behalf of MLIDC or its
Affiliates. Broker further agrees that with respect to each
such Contract, it will rely solely upon the General Agent(s)
for Contract issuance, servicing, the forwarding of
commissions, and other related matters. Notwithstanding the
foregoing, the Broker agrees that it shall look solely to
MLIDC and not to General Agent(s) for payment of any
commissions or other compensation payable pursuant to the
terms of this Agreement.

III.Compliance With Applicable Laws

1) MLIDC and Broker agree to comply with all applicable state and
federal statutes, laws, rules, and regulations including without
limitation, state insurance laws, rules and regulations, and
federal and state securities laws, rules and regulations.
Applicable state and federal statutes, laws, rules and regulations
may also include, applicable rulings of federal and state
regulatory organizations, agencies and self regulatory agencies,
including without limitation state insurance departments, the SEC
and the NASD, consumer privacy laws, HIPAA and any other state or
federal laws, rules or regulations and decisions, orders and
rulings of state and federal regulatory agencies that are now or
may hereafter become applicable to the parties hereto and the
transactions that are the subject of this Agreement ("Applicable
Laws").

Page 14 of 52

2) Broker agrees to comply with all applicable anti-money laundering
laws, regulations, rules and government guidance, including the
reporting, recordkeeping and compliance requirements of the Bank
Secrecy Act ("BSA"), as amended by The International Money
Laundering Abatement and Financial Anti-Terrorism Act of 2002,
Title III of the USA PATRIOT Act ("the Act"), its implementing
regulations, and related SEC and SRO rules. These requirements
include requirements to identify and report currency transactions
and suspicious activity, to implement a customer identification
program to verify the identity of customers, and to implement an
anti-money laundering compliance program. As required by the Act,
Broker certifies that it has a comprehensive anti-money laundering
compliance program that includes, policies, procedures and
internal controls for complying with the BSA; policies, procedures
and internal controls for identifying, evaluating and reporting
suspicious activity; a designated compliance officer or officers;
training for appropriate employees; and an independent audit
function.

Further Broker certifies, and will certify to MLIDC annually
hereafter, that it has established and implemented a Customer
Identification Program, in compliance with applicable regulations,
as part of its anti-money laundering compliance program that, at a
minimum, requires (i) the verification of the identity of any
customer seeking to open an account; (ii) the retention of a
record of the information used to verify each customer's identity;
and (iii) the determination, within a reasonable time before or
after the account is opened, as to whether the customer appears on
any lists of known or suspected terrorists or terrorist
organizations as provided to it by any government agency. Broker
hereby agrees that it will verify the identity of each customer
that it introduces MLIDC, whether through documentary or
non-documentary means, and that MLIDC will rely upon such
verification, as prescribed by the regulations promulgated under
Section 326 of the Act in accordance with the safe-harbor provided
in Section 103.122(b)(6) of the regulations under the Act.

IV. Principles of Ethical Market Conduct

As a member of the American Council of Life Insurance's Insurance
Marketplace Standards Association (IMSA), MLIDC expects that the
Agency and its subagents will abide by the six principles of ethical
market conduct set forth by IMSA in connection with all Contracts sold
pursuant to this Agreement. The six principles are as follows: (a) to
conduct business according to high standards of honesty and fairness
and to render that service to its customers which in the same
circumstances, it would apply to or demand for itself; (b) to provide
competent and customer focused sales and service; (c) to engage in
active and fair competition; (d) to provide advertising and sales
material that are clear as to purpose and honest and fair as to
content; (e) to provide fair

Page 15 of 52

and expeditious handling of customer complaints and disputes; and
(f) to maintain a system of supervision and review that is reasonably
designed to achieve compliance with these principles of ethical market
conduct. Broker shall furnish information, documentation and reports
to MLIDC as it may reasonably request in order to permit MLIDC to
ascertain whether Broker is conducting its operations in accordance
with the Principles of Ethical Market Conduct.

V. Compensation

1) MLIDC shall pay Broker compensation for the sale of each Contract
sold by Representative of Broker as set forth in Exhibits A, B and
the Compensation Schedule(s) attached between MLIDC and either
Broker or Agency, as the case may be. MLIDC shall identify to
Broker with each such payment the name or names of the
Representative(s) of Broker who solicited each Contract covered by
the payment. Broker will be responsible for issuing checks,
statements or forms for tax purposes and other administrative
duties connected with compensation of such Representatives. Unless
otherwise agreed upon by the parties, MLIDC shall have no
obligation to any of the employees, agents or Representatives of
Broker or Agency for the payment of any compensation. Unless
otherwise provided in Exhibits A, B or the Compensation Schedules,
Exhibits A, B and the Compensation Schedules, including the
commissions and fees therein, may be amended by MLIDC at any time,
in any manner, and without prior notice. Any amendment to Exhibits
A, B or in the Compensation Schedules will be applicable to any
Contract for which any application or premium is received by MLIDC
on or after the effective date of such amendment. However, MLIDC
reserves the right to amend such Exhibits and Schedules with
respect to subsequent premiums and renewal commissions and the
right to amend such Exhibits and Schedules pursuant to this
subsection even after termination of this Agreement.

2) MLIDC may at any time offset against any compensation payable to
(a) the Agency or its successors or assigns, any indebtedness due
from the Agency to MLIDC or its Affiliates, and (b) the subagents
or their successors or assigns any indebtedness due from the
subagent to MLIDC or its Affiliates. Nothing contained herein
shall be construed as giving Agency or representative the right to
incur any indebtedness on behalf of MLIDC or its Affiliates. Any
remaining indebtedness of Broker to MLIDC or its Affiliates
arising under this Agreement shall be a first lien against any
monies payable hereunder. The right of Broker, or any person
claiming through Broker to receive any compensation provided by
this Agreement shall be subordinate to the right of MLIDC to
offset such compensation against any such indebtedness of the
Broker to MLIDC or its Affiliates.

Page 16 of 52

4) No compensation shall be payable, and any compensation already
paid shall be returned to MLIDC on request, under each of the
following conditions:

a) if MLIDC or its Affiliates, in their sole discretion,
determine not to issue the Contract applied for,

b) if MLIDC or its Affiliates refund the premium paid by the
applicant, upon the exercise of applicant's right of
withdrawal pursuant to any "free-look" privilege,

c) if MLIDC or its Affiliates refund the premium paid by
applicant as a result of the resolution of a consumer
complaint, recognizing that MLIDC and its Affiliates have sole
discretion to refund premiums paid by applicants, or

d) if MLIDC or its Affiliates determine that any person signing
an application who is required to be registered and/or
licensed or any other person or entity receiving compensation
for soliciting purchases of the Contracts is not duly
registered and/or licensed to sell the Contracts in the
jurisdiction of such attempted sale.

5) MLIDC shall pay the compensation to Agency for Contracts credited
prior to the termination date of this Agreement, to the Agency
under the Agreement, as set forth in Exhibit A, B or any
Compensation Schedule(s), attached, while it is in effect. Such
Compensation shall be payable when the premium is due and paid to
MLIDC subject to the provisions of this Agreement and of the
Schedule(s).

6) Agency and Broker hereby agree and acknowledge that compensation
attributable to the sale of any Contract issued by an Affiliate
may be payable directly by MLIDC, in its discretion, to Agency or
Broker where permitted, and not by the Affiliate. Agency and
Broker further agree and acknowledge that such payment of
compensation by MLIDC attributable to the sale of such Contracts
shall constitute a complete discharge of the

Page 17 of 52

obligation to pay compensation by the Affiliate issuer under this
Agreement. The foregoing manner of payment shall not affect the
right of offset or chargeback as referred to in Sections V (2) and
V (4) of this Agreement, or other compensation rules as may be set
forth in this Agreement, Compensation Schedules(s), or rules of
MLIDC or its Affiliates.

7) MLIDC shall not be obligated to pay any compensation, which would
violate the applicable laws of any jurisdictions, anything in this
Agreement notwithstanding.

8) Unless otherwise agreed to by MLIDC, Broker, either directly or by
reimbursing MLIDC on request, shall pay for expenses incurred by
such Broker in connection with the solicitation, offer and sale of
the Contracts.

9) In addition to the conditions and limitations elsewhere contained
in the Agreement and the Compensation Schedule(s), no first year
commission shall be payable on replacements or switches of any
Contract with another Contract, which are undisclosed, and which
otherwise requires disclosure by either state regulation or
MLIDC's or its Affiliates' rules on replacement transactions; the
replacement or switching rules of each applicable Affiliate are
described on Exhibit C attached hereto.

VI. Complaints and Investigations

1) Broker and MLIDC jointly agree to cooperate fully in any
regulatory investigation or proceeding or judicial proceeding
arising in connection with the offer, sale, and/or servicing of
the Contracts.

2) Both the Broker and MLIDC jointly agree to investigate any
customer complaint in connection with the Contracts. The term
customer complaint shall mean an oral or written communication
either directly from the purchaser of or applicant for Contract
covered by this Agreement or his/her legal representative, or
indirectly from a regulatory agency to which he/she or his/her
legal representative has expressed a grievance.

Page 18 of 52

4) MLIDC reserves the right to settle on behalf of itself, and on
behalf of itself and Broker collectively if Broker agrees, any
claims, complaints or grievances made by applicants, policyholders
or others in connection with the Contracts, and concerning any
conduct, act or omission by the Broker or its agents or
representatives with respect to the Contracts or any transactions
arising out of this Agreement. If Broker does not agree to a
collective settlement with MLIDC and MLIDC, on behalf of itself,
settles the matter, Broker shall indemnify and hold harmless MLIDC
from any and all claims, complaints or grievances made by Broker
or any applicant, policyholder or other made in connection with
such matter.

VII.Records and Administration

1) To the extent requested by Broker and agreed to by MLIDC, once a
Contract has been issued, it will be delivered after review by
Broker to the applicant, accompanied by any applicable Notice of
Withdrawal Right and any additional appropriate documents. MLIDC
will confirm or cause to be confirmed to customers all Contract
transactions, as to the extent legally required, and will
administer the Contracts after they have been delivered, but may
from time to time require assistance from Broker. Consistent with
its administrative procedures, MLIDC will assume that a Contract
issued by it or its Affiliate will be promptly delivered by Broker
to the purchaser of such Contract. As a result, if a purchaser
exercises the free look rights under a Contract, Broker shall
indemnify MLIDC for any loss incurred by MLIDC that results from
Broker's failure to promptly deliver such Contract to its
purchaser.

2) Broker will maintain all books and records as required by Rules
17a-3 and 17a-4 under the 1934 Act, except to the extent that
MLIDC may agree to maintain any such records on Broker's behalf.
Records subject to any such agreement shall be maintained by MLIDC
as agent for Broker in

Page 19 of 52

compliance with said rules, and such records shall be and remain
the property of Broker and be at all times subject to inspection
by the SEC in accordance with Section 17(a) of that Act. Nothing
contained herein shall be construed to affect MLIDC's or its
Affiliates' right to ownership and control of all pertinent
records and documents pertaining to its business operations
including, without limitation, its operations relating to the
Contracts, which right is hereby recognized and affirmed. MLIDC
and Broker agree that each shall retain all records related to
this Agreement as required by the 1934 Act, and the rules and
regulations thereunder and by any other applicable law or
regulation, as Confidential Information as described in Section
VIII(D) of this Agreement, and neither party shall reveal or
disclose such Confidential Information to any third party unless
such disclosure is authorized by the party affected thereby or
unless such disclosure is expressly required by applicable federal
or state regulatory authorities. However, nothing contained herein
shall be deemed to interfere with any document, record or other
information, which by law, is a matter of public record.

VIII.Privacy Information

A. Proprietary Information

Any and all account records developed by MLIDC or its Affiliates, or
provided to MLIDC or its Affiliates by Broker or Broker's affiliates,
including but not limited to customer files, sales aides, computer
software, customer names, addresses, telephone numbers and related
paperwork, literature, authorizations, manuals and supplies of every
kind and nature relating to the Contracts and the servicing of the
Contracts are and shall remain the property of MLIDC or its
Affiliates. Such proprietary information and materials shall be
treated as nonpublic personal information and/or confidential
information, as appropriate pursuant to Sections VIII(A), (B), (C),
and (D) of this Agreement.

Any and all proprietary information and material developed and
provided by MLIDC and its Affiliates shall be returned to MLIDC
(including all copies made by the Broker or its affiliates) upon
termination of this Agreement. Any materials developed by the Broker
or its affiliates in support of the marketing, sales, advertising or
training related to MLIDC or its Contracts shall be destroyed upon the
termination of the Agreement.

Page 20 of 52

B. Receipt of Customer Nonpublic Personal Information From Broker by MLIDC

1) MLIDC and its Affiliates will treat Nonpublic Personal Information
regarding Broker's customers provided to it by Broker under this
Agreement as Confidential Information under Section VIII(D) of
this Agreement, except that such provisions shall not apply to
such information regarding customers of Broker who were, are or
become policyholders or customers of MLIDC or its Affiliates other
than by reason of the services provided by Broker under this
Agreement.

2) Notwithstanding the foregoing, MLIDC and its Affiliates shall have
the right to use or disclose such nonpublic personal information:
(a) to the full extent required to comply with Applicable Laws or
requests of regulators; (b) as necessary in connection with any of
MLIDC and its Affiliates' audit, legal, compliance or accounting
procedures; (c) as necessary or permitted by Applicable Laws in
the ordinary course of business, for example to administer
Contracts and provide customer service to purchasers of Contracts
under this Agreement; (d) as authorized by such customer; and
(e) to protect against or prevent fraud.

3) MLIDC and its Affiliates may market, offer, sell or distribute
insurance products, including, but not limited to, the Contracts,
or any of their other products and related services, outside of
this Agreement to customers of Broker provided they do not use
Nonpublic Personal Information regarding Broker's customers
provided by Broker to specifically target customers, and such
marketing, offering, selling or distributing by MLIDC and its
Affiliates of insurance (including but not limited to the
Contracts) or any of their other products or services shall not be
subject to the terms of this Agreement.

C. Treatment of Nonpublic Personal Information Disclosed to Broker by
MLIDC

Broker will treat Nonpublic Personal Information regarding Broker's
customers provided to it by MLIDC or its Affiliates under this
Agreement as Confidential Information and shall use such information
only to solicit sales of and to provide service with respect to
Contracts sold pursuant to this Agreement. Notwithstanding the
foregoing, Broker shall have the right to use or disclose Nonpublic
Personal Information provided to it by MLIDC or its Affiliates to the
extent permitted by Applicable Laws and MLIDC or its Affiliate's
privacy policy, for example, to comply with Applicable Laws or
requests of regulators, in connection with Broker's audit procedures,
as authorized by such customers, and to protect against or prevent
fraud.

Page 21 of 52

D. Confidential Information

1) MLIDC and its Affiliates and Broker will maintain the
confidentiality of Confidential Information disclosed by either
party to the other party under the terms of this Agreement. Except
as otherwise provided in Sections VIII(A) and VIII(B), neither
MLIDC and its Affiliates nor Broker shall disclose any
Confidential Information that is covered by this Agreement, and
shall only disclose such information if authorized in writing by
the affected party or if expressly required under the terms of a
valid subpoena or order issued by a court of competent
jurisdiction or regulatory body or applicable laws and
regulations. "Confidential Information" means: (a) any information
that this Agreement specifies will be treated as "Confidential
Information" under this Section VIII(D); (b) any information of
Broker and its affiliates disclosed by Broker to MLIDC or its
Affiliates through the course of business during the term of this
Agreement, or any information of MLIDC and its Affiliates that is
disclosed by MLIDC or its Affiliates to Broker through the course
of business during the term of this Agreement, in each such case
if such information is clearly identified as and marked
"confidential" by the disclosing party, such information includes,
but is not limited to, new products, marketing strategies and
materials, development plans, customer information, client lists,
pricing information, rates and values, financial information and
computer systems; (c) Nonpublic Personal Information; and
(d) information required to be treated as confidential under
Applicable Laws.

Page 22 of 52

E. Protected Health Information

To the extent that Broker and its Representatives receive, create, has
access to or uses PHI, as that term is defined in Section I of the
Agreement, regarding individuals who are applicants for, owners of or
eligible for benefits under certain health insurance products and
optional riders offered by or through MLIDC or any of its Affiliates,
in accordance with the requirements of the federal Health Insurance
Portability and Accountability Act of 1996 and related regulations
("HIPAA"), as may be amended from time to time, Broker agrees:

1) Not to use or disclose PHI except (i.) to perform functions,
activities, or services for, or on behalf of, MLIDC or its
Affiliates as specified in the Agreement and consistent with
applicable laws, or (ii.) to the extent that such use or
disclosure is required by law. Any such use or disclosure shall be
limited to that required to perform such services or to that
required by relevant law.

2) To use appropriate safeguards to prevent use or disclosure of PHI
other than as permitted by this Agreement.

Page 23 of 52

3) To promptly report to MLIDC any use or disclosure of PHI not
permitted by this Agreement of which Broker becomes aware and to
mitigate any harmful effect of any use or disclosure that is made
by Broker or its Representatives in violation of the requirements
of this Agreement.

5) To, within 15 days of MLIDC's request, provide MLIDC with any PHI
or information relating to PHI as deemed necessary by MLIDC to
provide individuals with access to, amendment of, and an
accounting of disclosures of their PHI.

6) To make Broker's records relating to use or disclosure of PHI
available to the Secretary of the United States Department of
Health and Human Services at his/her request to determine MLIDC's,
or one of its Affiliate's, compliance with HIPAA.

7) To, upon termination of this Agreement, in accordance with MLIDC's
wishes either return or destroy all PHI Broker maintains in any
form and retain no copies. If MLIDC agrees that such return or
destruction is not feasible, Broker shall extend these protections
to the PHI beyond the termination of the Agreement, in which case
any further use or disclosure of the PHI will be solely for the
purposes that make return or destruction infeasible. Destruction
without retention of copies is deemed "infeasible" if prohibited
by the terms of the Agreement or by applicable law, including
record retention requirements of various state insurance laws.

IX. Indemnification

1) Except with respect to matters relating to the joint distribution
of Contracts, the following indemnification provisions shall apply:

a) MLIDC will indemnify and hold harmless Broker and Agency from
any and all losses, claims, damages or liabilities (or actions
in respect thereof), to which Broker may become subject,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material
fact contained in the Prospectus, Registration Statements or
any other sales or offering materials furnished or approved in
writing by MLIDC for any of the Contracts or any relevant
funding vehicle or any amendments or supplements thereto, or
arise out of or are based upon 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; and will reimburse Broker for any legal or other
expenses reasonably incurred by it in connection with
investigating or defending against such loss, claim, damage,
liability or action in respect thereof; provided, however, that

Page 24 of 52

MLIDC shall not be liable in any such case to the extent that
any such loss, claim, damage, liability or action arises out
of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made by Broker when
referring to or explaining such Prospectus, amendment,
Registration Statement or any other sales or offering
materials. MLIDC shall not indemnify Broker for any action
where an applicant for any of the Contracts was not furnished
or sent or given, at or prior to written confirmation of the
sale of a Contract, a copy of the appropriate Prospectus (es),
any Statement of Additional Information, if required or
requested, and any supplements or amendments to either
furnished to Broker by MLIDC. The forgoing indemnities shall,
upon the same terms and conditions, extend to and inure to the
benefit of each director, trustee and officer of Broker and
any person controlling it.

b) Broker will indemnify and hold harmless MLIDC and its
Affiliates against any losses, claims, damages or liabilities
(or actions in respect thereof), to which MLIDC or its
Affiliates may become subject, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any negligent, improper, fraudulent
or unauthorized acts or omissions by Broker, its employees,
agents, representatives, officers or directors, including but
not limited to improper or unlawful sales practices, any
statement or alleged untrue statement of any material fact,
any omission or alleged omission, any unauthorized use of
sales materials or advertisements, and any oral or written
misrepresentations; and will reimburse MLIDC or its Affiliates
for any legal or other expenses reasonably incurred by them in
connection with investigating or defending against any such
loss, claim, damage, liability or action. The foregoing
indemnities shall, upon the same terms and conditions, extend
to and inure to the benefit of each director, trustee and
officer of MLIDC and its Affiliates, and any person
controlling either MLIDC or its Affiliates.

c) Broker shall indemnify and hold harmless MLIDC and its
Affiliates from any and all losses, claims, damages or
liabilities (or actions in respect thereof) to which MLIDC or
its Affiliates may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise
out of or result from any breach of any representation or
warranty, covenant, agreement, obligation or undertaking in
this Agreement by Broker or its directors, officers, employees
or other representatives or by any other person or entity
acting on behalf of or under control of Broker; and will
reimburse MLIDC or its Affiliates for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending against any such loss, claim,
damage, liability or action. The foregoing indemnities shall,
upon the same terms and conditions, extend to and inure to the
benefit of each director, trustee and officer of MLIDC and its
Affiliates, and any person controlling either MLIDC or its
Affiliates.

Page 25 of 52

d) Broker shall indemnify and hold MLIDC and its Affiliates
harmless for any penalties, losses or liabilities resulting
from MLIDC improperly paying any compensation under this
Agreement, unless such improper payment was caused by MLIDC's
or its Affiliates' negligence or willful misconduct; and will
reimburse MLIDC or its Affiliates for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending against any such loss, claim,
damage, liability or action. The foregoing indemnities shall,
upon the same terms and conditions, extend to and inure to the
benefit of each director, trustee and officer of MLIDC, its
Affiliates, and any person controlling either MLIDC or its
Affiliates.

2) With respect to matters relating to the joint distribution of
Contracts, the following indemnification provision shall apply:

a) MLIDC, and General Agent, where applicable, jointly and
severally, agree to indemnify Broker and Agency against and
hold them harmless from any and all claims, damages, lawsuits,
administrative proceedings, liabilities and expenses
(including reasonable attorneys' fees) against Broker or
Agency arising or resulting directly or indirectly from acts
or omissions of MLIDC or General Agent(s), including, but not
limited to, breach of any representation, warranty, covenant
or obligation of MLIDC or General Agent(s) under the
Agreement, or of any of their officers or employees in
connection with performance under the Agreement. For purposes
of this Section only, Broker shall be deemed to include its
"controlling persons" as defined in Section 15 of the 1933 Act
and Section 20(a) of the 1934 Act.

b) Broker and Agency, where applicable, jointly and severally,
agree to indemnify MLIDC, its Affiliates and General Agent(s)
against and hold them harmless from any and all claims,
damages, lawsuits, administrative proceedings, liabilities and
expenses (including reasonable attorneys' fees) against MLIDC,
its Affiliates or General Agent(s) arising or resulting
directly or indirectly from acts or omissions of Broker or
Agency, including, but not limited to, breach of any
representation, warranty, covenant or obligation of Broker or
Agency under the Agreement, or of any of their officers or
employees in connection with performance under the Agreement.
For purposes of this Section only, MLIDC shall be deemed to
include its "controlling persons" as defined in Section 15 of
the 1933 Act and Section 20(a) of the 1934 Act.

Page 26 of 52

X. General Provisions

A. Term and Termination

2) Change in Status.

a) Broker-Dealer Status. The Agreement shall terminate
immediately upon MLIDC or Broker ceasing to be a registered
broker-dealer or a member of the NASD.

Page 27 of 52

3) Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except (a) the agreements contained in
Sections, VI, VIII, IX, X(E), X(F), and X(J) hereof; and (b) the
obligation to settle accounts hereunder. Except with respect to
records required to be maintained by Broker pursuant to Rules
17a-3 and 17a-4 under the 1934 Act, Broker shall return to MLIDC,
within 30 days after the Effective Date of termination, any and
all records in its possession which have been specifically
maintained in connection with MLIDC's operations related to the
Contracts.

B. Assignability

This Agreement shall not be assigned by either party without the
written consent of the other; provided, however, that MLIDC may assign
this Agreement to its Affiliates at any time. Any purported assignment
in violation of this Section shall be void.

C. Amendments

D. Notices

Notices to be given hereunder shall be addressed to:

MetLife Investors Distribution Company
Attn: Legal Department
00000 Xxxxxx Xxxxx Xxxx
Xx. Xxxxx, XX 00000

E. Arbitration

Page 28 of 52

Page 29 of 52

F. Governing Law

This Agreement shall be governed by and construed in accordance with
the laws of the State of Missouri without regard to Missouri choice of
law provisions.

G. Entire Understanding

H. No Third Party Beneficiaries

MLIDC's Affiliates shall be third party beneficiaries of this
Agreement, entitled to enforce the provision hereof as if they were a
party to this Agreement. Except as otherwise provided in the preceding
sentence, nothing in the Agreement shall convey any rights upon any
person or entity, which is not a party to the Agreement.

I. Non-Exclusivity

Broker and Agency agree that no territory or product is assigned
exclusively hereunder and that MLIDC reserves the right in its
discretion to enter into selling agreements with other broker-dealers,
and to contract with or establish one or more insurance agencies in
any jurisdiction in which Broker transacts business hereunder.

J. Waiver

K. Counterparts

This Agreement may be executed in counterparts, with the same force
and effect as if executed in one complete document.

Page 30 of 52

L. Severablity

In reliance on the representations set forth and in consideration of the
undertakings described, the parties represented below do hereby contract and
agree.

METLIFE INVESTORS DISTRIBUTION
CO.
(BROKER-DEALER)

By
--------------------------

---------------------------------
Print Name & Title

Date
--------------------------

BROKER
(SELLING BROKER-DEALER)

By
--------------------------

---------------------------------
Print Name & Title

Date
--------------------------

Page 31 of 52

EXHIBIT A

Schedule of Variable Product and Compensation

[LOGO]

Metropolitan Life Commission Arrangement

Metropolitan Life offers commission arrangements tailored to the needs of the
broker*. There are several payout formulas to choose from as well as the
flexibility to exchange renewal commissions for additional compensation in the
first year.

Commission arrangement (payments to broker/dealer)

Option First Year Commission + Renewal Commission**
------ ---------------------------------- --------------------------------------------------------------

* Compensation described in this Summary is only available to entities that
have executed selling agreements with Metropolitan Life. To the extent that
there is any conflict or inconsistency between this Summary and such
selling agreement, the terms of the selling agreement will govern.

FOR BROKER/DEALER USE ONLY

Page 32 of 52

EXHIBIT B

Schedule of Fixed Product and Compensation

Page 33 of 52

EXHIBIT C

Rewritten Business (RWB) Commission Rules
(formerly, Replacement Commission Rules)
Effective June 1, 2002
Revised May 9, 2003

GUIDING PRINCIPLES FOR REWRITTEN BUSINESS

The objective of this document is to provide information on MetLife's
enterprise-wide Rewritten Business (RWB) Rules. These rules were designed based
the following guiding principles:

1. Support suitable change that is driven by the best interest and needs of
the customer.

2. Enterprise Consistency - Apply the same rules for all business done by all
producers in the MetLife family of distribution franchises.

3. Generally pay full compensation for increase in premium and reduced
compensation for replaced premium, regardless of source.

These new rules apply to payment of First Year Compensation. In general, Asset
Trail, TLP and renewal commissions will not be affected.

SUITABILITY, FIRST & FOREMOST

. The recommendation should be supported by a thorough fact-find and needs
analysis.

. The new product should clearly meet the customer's financial and
personal goals, and this should be readily evident to the customer.

. The benefits of the new product should clearly outweigh the costs and
consequences of replacing or switching the existing product.

Page 34 of 52

. The pros and cons of the proposed transaction should be discussed
completely with the customer.

. Proper disclosure of the replacement or switch must be made to the
customer and ALL Company and state requirements must be strictly adhered
to with regard to Rewritten Business.

WHEN DO THE REWRITTEN BUSINESS RULES APPLY?

These rules apply in the following circumstances as defined by key terms and
definitions presented in the following section of this document:

. When an Existing Product is rewritten by New Product; or

. When funds from an Existing Product are used to fund a deposit into
another Existing Product; or

. When an Existing Product is rewritten by a non-enterprise New Product
sponsored by, or sold through the enterprise (e.g., products available
through the MetLife General Agency.)

Page 35 of 52

KEY TERMS & DEFINITIONS AS APPLIED TO REWRITTEN BUSINESS RULES

New Product is any protection or investment product, policy or contract, which
rewrites, in whole or part, an Existing Product.

1) For Protection Products, the Rewritten Business Window is 6 months
prior to and 12 months after the Date of Part A of a New Product.

2) For Investment Products, the Rewritten Business Window is 3 months
prior to and 3 months after the issue date of a New Product or a
deposit into an Existing contract.

Page 36 of 52

RULES FOR MONEY COMING INTO A NEW LIFE POLICY

Permanent to Permanent / Term to Term / Permanent to Term Life

Full First-Year Commissions will be paid on the part of the New premium in the
New Product that exceeds the premium level of the Old Product.

Percent of Normal FYC
----------------------------------
Years
Old Policy Has Up to Old Premium Above Old Premium
Been In-force Level /(1)/ Level
-------------- ----------------- -----------------

Less Than 5 0% 100%
5 but less than 6 25% 100%
6 but less than 7 30% 100%
7 but less than 8 35% 100%
8 but less than 9 40% 100%
9 but less than 10 45% 100%
10 or more 50% 100%

(1) Also applies to old money rolled over into an accumulation fund (e.g,
Excess Premium), or whole life riders (e.g, VABR).

.. Normal Renewals will be paid based on published schedules of renewals for
the New Policy being written.

.. No Commissions are paid for "Saving" cases.

Page 37 of 52

.. Term Insurance receives the "Percent of Normal FYC" scale if rewritten,
unless it is in the last 2 years of the level premium guarantee period, in
which case 100% of normal FYC is payable.

Term to Permanent

Annuities/Mutual Fund/WRAP Account to Life

Full first-year commissions will be paid when money is coming from an Old
Investment Product and going towards a New Protection Product, except for
Annuities with surrender/withdrawal charges.

Page 38 of 52

RULES FOR MONEY COMING INTO A NEW ANNUITY

Fixed to Fixed Annuity / Fixed to Variable Annuity / Variable to Fixed Annuity

. Full commissions will be paid on New Money included within the New
Deposit.

. One-half of the normal first-year commission will be paid on the Old
Money included within the New Deposit. The commission is only payable if
the old annuity contract is beyond the surrender/withdrawal charge
period.

. No Commissions will be paid on the Old Money included within the New
Deposit if a surrender/withdrawal charge was assessed on the old
contract.

Variable Annuity to Variable Annuity

. Full commissions will be paid on New Money included within the New
Deposit.

. No Commissions will be paid on any Old Money included within the New
Deposit.

Mutual Fund or WRAP Account to Fixed or Variable Annuity

. Full commissions will be paid on all money being deposited.

Permanent Life Insurance to Fixed or Variable Annuity

. Full commissions will be paid on New Money included within the New
Deposit.

. Full first-year commission will be paid on Old Money included within the
New Deposit if the life insurance policy has been in force at least 10
years.

. No first year commission paid on Old Money included in the New Deposit
if the life insurance policy has been in force for less than 10 years.

Special Rules Applicable to Annuities

. No commissions will be payable on company-sponsored exchanges or similar
exchanges sponsored by MetLife affiliates.

. Stretch/ Decedent XXX. If the annuity is an XXX contract and the
beneficiary elects a stretch/decedent XXX, no commissions will be paid
or credited.

. Annuitization. One-half (50%) of the normal commissions/GDC will be
credited on an annuitization from a deferred annuity which has been in
place for at least two contract years AND on an annuitization using life
insurance accumulation amounts or death benefit proceeds under the terms
of the policy.

. Spousal Transfers. If the spouse is the primary beneficiary of the
annuity death claim, and he/she elects to retain the proceeds in his/her
name and become the annuitant/owner of the existing contract, no
commission will be paid or credited. If the annuity death proceeds are
moved to a new annuity, instead of using the spousal
assumption/continuation provisions, the same RWB Rules for Old Money
coming into a new Annuity will apply. Full first-year commission will be
paid on New Money.

Page 39 of 52

RULES FOR MONEY COMING INTO A NEW MUTUAL FUND/WRAP

One Mutual Fund Family/WRAP to Another Mutual Fund Family/WRAP

. Full first-year commissions will be paid, provided a properly executed
"Mutual Fund Switch Letter," signed by the client, the Financial
Services Representative and his or her manager, is submitted as part of
the transaction.

Exchanges Within the Same Mutual Fund Family

. Full first-year commission will be paid on any amount of New Money.

. No first-year commission will be paid when Old Money from a mutual fund
family is used to fund a mutual fund from the same family of funds.
There is generally no sales charge to the client for this exchange, and
as such, there is no commission payable.

Annuity To Mutual Fund/Wrap Account

. Full commission will be paid on New Money.

. Full first-year commission will be paid when a mutual fund or WRAP
account rewrites an annuity that is out of the surrender charge period.

. No commission will be paid on the Old Money if the annuity is subject to
a surrender/withdrawal charge.

Permanent Life Insurance to Mutual Funds/WRAP Accounts

. Full commissions will be paid on New Money included within the New
Deposit.

. Full first-year commission will be paid on Old Money included within the
New Deposit if the life insurance policy has been in force at least 10
years.

. No first year commission paid on Old Money included in the New Deposit
if the life insurance policy has been in force for less than 10 years.

Page 40 of 52

ADDITIONAL RULES THAT APPLY

1) a loan is taken out on an Existing Policy resulting in the total
outstanding loan on that policy to be equal to 80% or more of the
total loan value on that policy, and

Remember that it is against Company policy to recommend policy loans to help
fund the purchase of an equity product.

Qualified Domestic Relations Order. When a life policy is cancelled because of
a court ordered settlement and is rewritten by another life policy on the same
life, full commissions will be credited.

Page 41 of 52

When the assets of an annuity are required to be split because of a Domestic
Relations Order or Qualified Domestic Relations Order, no commissions will be
paid or credited.

Page 42 of 52

EXAMPLES

Example of How The Table Works:

Percent of Normal FYC
----------------------------------
Years
Old Policy Has Up to Old Premium Above Old Premium
Been In-force Level /(1)/ Level
-------------- ----------------- -----------------

Less Than 5 0% 100%
5 but less than 6 25% 100%
6 but less than 7 30% 100%
7 but less than 8 35% 100%
8 but less than 9 40% 100%
9 but less than 10 45% 100%
10 or more 50% 100%

(1) Also applies to old money rolled over into an accumulation fund (e.g,
Excess Premium), or whole life riders (e.g, VABR).

Assumptions:

. New Policy FYC Rate is 50%

. Old Policy in-force for 7 1/2 years (cross table at "7 but less than 8"
years in-force row)

Results:

. FYC Rate on New Premium up to the Old Premium level = 17.5% (which is
normal FYC Rate 50% x 35% - the % from the chart above)

. FYC Rate for New Premium above Old Premium level = 50% (New Money, gets
full FYC)

Page 43 of 52

Examples of a Life to Life Rewritten Policy

Example 1: Old policy and New Policy have same premium.

Old Policy New Policy
.. In-force for 9 years . New Premium of $1,000
.. Premium of $1,000 . Normal FYC rate of 50%
.. $0 net cash value

Results:
.. FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,000 - $1,000) = $ 0.00
---------
TOTAL FYC = $225.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. No FYC on New Premium above Old Premium level because New Premium minus Old
Premium is $0.

Example 2: New Policy has $500 more premium than old policy.

Old Policy New Policy
.. In-force for 9 years . New Premium of $1,500
.. Premium of $1,000 . Normal FYC rate of 50%
.. $0 net cash value

Results:
.. FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,500 - $1,000) = $250.00
---------
TOTAL FYC = $475.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. FYC on New Premium above Old Premium calculated as above because New
Premium minus Old Premium is $500.

Page 44 of 52

Example 3: New Policy has $500 more premium than old policy, and additional
$10,000 of Old Policy Cash Value also being rolled over into new policy.

Old Policy New Policy
.. In-force for 9 years . New Premium of $1,500
.. Premium of $1,000 . Normal FYC rate of 50%
.. $10,000 net cash value (Rolled
Over to New Policy)

Results:
.. FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,500 - $1,000) = $250.00
.. FYC on net Cash Value from Old Policy =2% x 45% x $10,000 = $ 90.00
---------
TOTAL FYC = $565.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. FYC on New Premium above Old Premium calculated as above because New
Premium minus Old Premium is $500.

.. Multiply as shown above for Old Money ($10,000) rolled over to new policy.

Example 4: Same as example 3, BUT assume $10,000 of Old Policy Cash Value is
surrendered by owner (i.e., not rolled over into the new policy.)

Old Policy New Policy
.. In-force for 9 years . New Premium of $1,500
.. Premium of $1,000 . Normal FYC rate of 50%
.. $10,000 net cash value (NOT
rolled over)

Results:
.. FYC on New Premium up to Old Premium level = 50% x 45% x $1,000 = $ 225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,500 - $1,000) = $ 250.00
.. FYC on net Cash Value from Old Policy ("Old Money") = $ 0.00
----------
TOTAL FYC = $ 475.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table ( 9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. FYC on New Premium above Old Premium calculated as above because New
Premium minus Old Premium is $500.

.. Since the owner of the contract surrendered the policy, no premium dollars
came into the new Policy from "Old Money." Hence, No FYC would be paid on
Old Money.

Page 45 of 52

Example 5: Same as example 3, BUT $2,500 New Policy Premium. This would cause
the Premium Doubling Rule to take effect.

Old Policy New Policy
.. In-force for 9 years . New Premium of $2,500
.. Premium of $1,000 . Normal FYC rate of 50%
.. $10,000 net cash value (Rolled
over into New Policy)

Results:
.. FYC on All New Premium = 50% x $2,500 = $1,250.00
.. FYC on net Cash Value from Old Policy ("Old Money") = 2% x 45% x $10,000 = $ 90.00
-----------
TOTAL FYC = $1,340.00

How did we get there?

.. The New base premium is at least double that of the Old base premium,
therefore the Premium Doubling Rule applies and Full FYC will be paid on
the New Policy base premium.

.. The Old Money rolled into the New Policy will receive FYC based on the
Table.

Example 6 - Annuity/Mutual Fund/WRAP to Life: $20,000 from an annuity is rolled
over into the PUAR of a new life policy, which has a premium of $500.

Old Contract
. $20,000 in Old Contract (Rolled New Policy
into PUAR) . $500 New Premium
. No Surrender Charges . FYC is 50%

Results:
.. FYC Rate of new premium is 50% (50% x 500 = $250) = $250.00
.. FYC on PUAR is 3% ($20,000 x 3% = $600) = $600.00
---------
TOTAL FYC = $850.00

How did we get there?

.. Full FYC is paid when money is coming from an "old" Investment & Income
product into a "new" Protection product.

.. Old contract was out of the surrender charge period.

Page 46 of 52

Examples of an Annuity to Rewritten Annuity Contract

Example 7: Old annuity is out of the surrender charge period.

Old Contract New Contract
.. $100,000 Old Contract Surrender . $100,000 New Contract Deposit
.. No Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Results:
.. GDC is 6% of New Deposit ($100,000 x 6% = $6,000)
.. FYC Rate of GDC is 35% of $6,000 = $2,100
.. 1/2 FYC on entire deposit = 50% x $2,100 = $1,050.00
-----------
TOTAL FYC = $1,050.00

How did we get there?

.. Since there were no surrender charges and no New Money deposited, half the
FYC is paid on the deposit.

Example 8: Same as Example 7, but assume additional $10,000 new deposit.

Old Contract New Contact
.. $100,000 Old Contract Surrender . $110,000 New Contract Deposit
.. No Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Results:
.. GDC is 6% of New Deposit
.. FYC Rate of GDC is 35%
.. Full FYC on "New Money" ($10,000 x 6% x 35% = $210) = $ 210.00
.. 1/2 FYC on rollover deposit ($100,000 x 6% x 35% x 50% = $1,050) = $1,050.00
-----------
TOTAL FYC = $1,260.00

How did we get there?

Page 47 of 52

Example 9: Same as Example 7, but old contract is still in the surrender charge
period.

Old Contract New Contact
.. $100,000 Old Contract Surrender . $100,000 New Contract Deposit
.. Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Results:
.. GDC is 6% of New Deposit
.. FYC Rate of GDC is 35%
.. FYC on rollover deposit ($100,000 x 6% x 35% x 0% = $0) = $0.00
-------
TOTAL FYC = $0.00

How did we get there?

.. Since the old contract was still in the surrender charges no FYC will be
paid.

Example 10: Same as Example 8, but old contract is still in the surrender
charge period.

Old Contract New Contact
.. $100,000 Old Contract Surrender . $110,000 New Contract Deposit
.. Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Results:
.. GDC is 6% of New Deposit
.. FYC Rate of GDC is 35%
.. Full FYC on "New Money" ($10,000 x 6% x 35% = $210) = $210.00
.. FYC on rollover deposit ($100,000 x 6% x 35% x 0% = $0) = $ 0.00
---------
TOTAL FYC = $210.00

How did we get there?

Page 48 of 52

Examples of a Mutual Fund/WRAP to a Rewritten Mutual Fund/Wrap

Old Fund New Fund
.. $3,000 in Old Fund . $3,000 New Fund Deposit
. GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit ($3,000 x 6% = $180)

.. FYC Rate of GDC is 35%

.. Full FYC on fund family change $3,000 x 6% x 35% = $63.00

How did we get there?

.. Since the old and new funds were from different fund families, full FYC is
paid.

IMPORTANT NOTE

.. If, in this example, the new fund family was the same as the old family, NO
FYC would be payable.

Example 12: Same as Example 11, but additional $1,000 "New Money," where new
fund is from the same fund family as old fund.

Old Fund New Fund
.. $3,000 in Old Fund . $4,000 New Contract Deposit
. GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. No FYC on "Old Money"

.. Full FYC on "New Money" ($4,000 - $3,000) x 6% x 35% = $21.00

How did we get there?

.. Full FYC is paid on "New Money" only.

Page 49 of 52

Examples of a Life to Annuity, Mutual Fund, or WRAP

Example 13: Life policy in-force 10 or more years, no New Money. Full FYC is
paid on "Old Money."

Old Policy New Contract/Fund
.. $2,000 cash surrender value in . $2,000 New Contract/Fund Deposit
Old Policy . GDC Rate of 6%
.. Policy in-force 12 years . FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. Full FYC on deposit into new fund/contract ($2,000 x 6% x 35% = $42)

Example 14: Life policy in-force less than 10 years, no New Money. No FYC is
paid on Old Money.

Old Policy New Contract/Fund
.. $2,000 cash surrender value in . $2,000 New Contract Deposit
Old Policy . GDC Rate of 6%
.. Policy In-force 8 years . FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. No FYC on "Old Money" ($2,000 - $2,000) x 6% x 35% x 0% = $0.00

Page 50 of 52

Example 15: Life policy in-force less than 10 years, $1,000 New Money deposited
into contract/fund. Full FYC is paid on "New Money" only.

Old Policy New Contract/Fund
.. $2,000 cash surrender value in . $3,000 New Contract Deposit
Old Policy . GDC Rate of 6%
.. Policy In-force 8 years . FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. Full FYC on "New Money" ($3,000 - $2,000) x 6% x 35% = $21.00

.. $0 GDC on old policy cash surrender value.

Example 16: Life policy in-force 10 or more years, $1,000 of New Money
deposited into contract/fund. Full FYC is paid on the "Old Money" AND "New
Money."

Old Policy New Contract/Fund
.. $2,000 cash surrender value in . $3,000 New Contract Deposit
Old Policy . GDC Rate of 6%
.. Policy In-force 12 years . FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. Full FYC on deposit into new contract/fund $3,000 x 6% x 35% = $63.00

Page 51 of 52

EXHIBIT D

ASSOCIATED INSURANCE AGENCY

The Broker/Dealer named below ("Broker"), having executed a Sales Agreement
(the "Agreement") by and among Broker and MetLife Investors Distribution
Company ("MLIDC") dated ____________ that, among other things, provides for
sales of Variable Contracts and Fixed Contracts through a designated associated
insurance agency or agencies, hereby designates the associated insurance agency
(the "Associated Insurance Agency") named below as its Agency (as that term is
defined in the Agreement) pursuant to Section III(B) thereof. By signing this
Exhibit D, each of Broker and the Associated Insurance Agency hereby represent
and warrant that the Associated Insurance Agency is and will remain qualified
to serve as an Agency in accordance with the terms of the Agreement, and the
Associated Insurance Agency hereby agrees to be bound by and subject to the
terms of the Agreement.

-----------------------------------
Broker/Dealer

By:
---------------------------

-----------------------------------
Print Name & Title

-----------------------------------
(Tax Identification Number)

-----------------------------------
Associated Insurance Agency Name

By:
---------------------------

-----------------------------------
Print Name & Title

-----------------------------------
(Tax Identification Number)

Page 52 of 52

METROPOLITAN LIFE INSURANCE COMPANY

RETAIL SALES AGREEMENT

TABLE OF CONTENTS

I. DEFINITIONS............................................................ 2

II. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.................. 4

A. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF COMPANY... 4

B. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF BROKER.... 7

III. PRINCIPLES OF ETHICAL MARKET CONDUCT................................... 15

IV. COMPLIANCE WITH APPLICABLE LAWS........................................ 17

V. COMPENSATION........................................................... 19

VI. COMPLAINTS AND INVESTIGATIONS.......................................... 20

VII. RECORDS AND ADMINISTRATION............................................. 21

VIII. PRIVACY INFORMATION.................................................... 21

A. PROPRIETARY INFORMATION............................................ 22

B. RECEIPT OF CUSTOMER NONPUBLIC PERSONAL INFORMATION BY COMPANY FROM
BROKER............................................................. 22

C. TREATMENT OF NONPUBLIC PERSONAL INFORMATION DISCLOSED BY COMPANY... 23

D. CONFIDENTIAL INFORMATION........................................... 24

E. PROTECTED HEALTH INFORMATION....................................... 25

IX. INDEMNIFICATION........................................................ 29

X. GENERAL PROVISIONS..................................................... 29

A. TERM AND TERMINATION............................................... 29

B. ASSIGNABILITY...................................................... 29

C. AMENDMENTS......................................................... 30

D. NOTICES............................................................ 30

E. ARBITRATION........................................................ 30

F. GOVERNING LAW; VENUE; JURISDICTION................................. 32

G. ENTIRE UNDERSTANDING............................................... 32

H. NO THIRD PARTY BENEFICIARIES....................................... 32

I. NON-EXCLUSIVITY.................................................... 32

J. NO HIRE............................................................ 32

K. WAIVER............................................................. 33

L. COUNTERPARTS; FACSIMILE SIGNATURES................................. 33

M. SEVERABILITY....................................................... 33

N. HEADINGS........................................................... 34

O. FURTHER ASSURANCES................................................. 34

P. CONSTRUCTION....................................................... 34

Q. RECITALS........................................................... 34

R. REPRESENTATION BY COUNSEL.......................................... 34

S. TRADEMARKS......................................................... 35

Page 1 of 36

METROPOLITAN LIFE INSURANCE COMPANY

RETAIL SALES AGREEMENT

This Agreement, including the Exhibits attached hereto (collectively, the
"Agreement") is made, entered into and effective as of __________, 20__
("Effective Date") by and among Metropolitan Life Insurance Company, a New York
corporation, and a New York life insurance company (collectively, "Company")
and (double left angle quote)BDName(double right angle quote), a
(double left angle quote)State(double right angle quote) corporation (the
"Broker") that, for the distribution of fixed insurance products only, is or is
affiliated with one or more validly licensed insurance agencies, or for the
distribution of registered products, is registered as a broker-dealer with the
Securities and Exchange Commission ("SEC") under the 1934 Act (as hereafter
defined) and is a member of the National Association of Securities Dealers
("NASD") and is also either licensed as or affiliated with one or more validly
licensed insurance agencies.

RECITALS

A. Company and its Affiliates (as hereafter defined) issue or provide access
to certain Contracts (as hereafter defined).

B. Company, on behalf of itself and each Affiliate that issues or provides
access to the Contracts, is authorized to enter into this Agreement with Broker
and other unaffiliated broker-dealers or selling groups, as the case may be, to
distribute the Contracts.

C. Company proposes to compensate Broker for the sale and servicing of
Contracts in accordance with the Compensation Schedules set forth in Exhibits A
and B, which by this reference are hereby incorporated in, and made a part of
this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the parties hereto
agree as follows:

I. Definitions. All capitalized terms used in this Agreement shall have the
meanings defined below, or if not defined in this section, as set forth
elsewhere in this Agreement:

Affiliate - Any entity that directly or indirectly controls, is controlled
by or is under common control with Company or Broker, as applicable,
including, without limitation, any entity that owns 25% or more of the
voting securities of any of the foregoing and any entity that is a
subsidiary of any of the foregoing.

Page 2 of 36

Agency- One or more associated insurance agencies of Broker, identified on
Exhibit D hereto, which are properly licensed to participate in the business
of insurance, for the distribution of the Contracts.

Applicable Laws - Shall have the meaning given to such term in Section IV of
this Agreement.

Confidential Information - Shall have the meaning given to such term in
Section VIII(D) of this Agreement.

Contracts -Those Fixed Contracts, Variable Contracts and other products that
are identified on Exhibits A and B attached hereto.

Fixed Contracts - Contracts that are not Variable Contracts and include,
without limitation, fixed rate annuities, fixed life insurance and other
fixed insurance contracts, issued or offered by Company or its Affiliates,
as more fully described in Exhibit B.

HIPAA - The Health Insurance Portability and Accountability Act of 1996, as
now in force or hereafter amended, and all related regulations.

Nonpublic Personal Information - Financial or health related information by
which a financial institution's consumers and customers are individually
identifiable, including but not limited to nonpublic personal information as
defined by Title V of the Xxxxx-Xxxxx-Xxxxxx Act and regulations adopted
pursuant to that Act.

Prospectus - The prospectuses, supplements to prospectus(es), and statements
of additional information included within the Registration Statements
referred to herein or filed pursuant to the 1933 Act and the Investment
Company Act of 1940, as amended.

Protected Health Information or PHI - Individually identifiable information
that is transmitted or maintained in any medium and relates to the past,
present or future physical or mental health or condition of an individual;
the provision of health care to an individual; or future payment for the
provision of health care to the individual. PHI also includes demographic
information about

Page 3 of 36

individuals, including names; addresses; dates directly related to an
individual, including but not limited to birth date; telephone numbers; fax
numbers; E-mail addresses; Social Security numbers; policy numbers; medical
record numbers; account numbers; and any other unique identifying number,
characteristic or code. PHI further includes, but is not limited to,
information provided by an individual on an application for a long term care
insurance policy or other health care plan issued or offered by Company or
an Affiliate of Company; information related to the declination or issuance
of, or claim under, a long term care insurance policy issued or offered by
Company or an Affiliate; or information derived therefrom.

Registration Statements - Registration statements and amendments thereto
filed with the SEC relating to the Variable Contracts, including those for
any underlying investment vehicle or variable insurance rider.

Representatives - Those individuals, accepted by Company or its Affiliates
to solicit and sell Contracts under the terms of this Agreement, who are
duly contracted and appointed as life insurance agents of Company or its
Affiliates and, with respect to registered products, are also duly
registered, individually, with the NASD in compliance with the 1934 Act.

Variable Contracts - Contracts that are not Fixed Contracts and include,
without limitation, variable life insurance policies, variable annuity
contracts, variable insurance riders and other variable insurance contracts,
any of which may or may not have a fixed component, issued or offered by
Company or its Affiliates, as more fully described in Exhibit A.

1933 Act - The Securities Act of 1933, as amended.

1934 Act - The Securities Exchange Act of 1934, as amended.

II. Representations, Warranties, Covenants and Agreements

A. Representations, Warranties, Covenants and Agreements of Company

1) Authorization. Company represents that it is duly authorized, on
behalf of itself and each Affiliate that issues or provides access
to the Contracts, to enter into this Agreement with Broker to
distribute such Contracts.

Page 4 of 36

2) Appointment. Company, subject to the terms and conditions of this
Agreement, hereby appoints Broker, on behalf of itself and its
Affiliates, to solicit, sell and provide services to the Contracts
on a non-exclusive basis.

3) Solicit Applications - Fixed Contracts. Company authorizes Broker,
through its Representatives, to solicit applications for the Fixed
Contracts listed in Exhibit B, provided that: (a) Broker shall
solicit applications for Fixed Contracts only in those states
where it and its Representatives are appropriately licensed, and
in which the Fixed Contracts are qualified for sale under
Applicable Laws; and (b) Broker complies in all other respects
with the published policies and procedures of Company and/or its
Affiliates, as applicable, and with the terms of this Agreement.

4) Solicit Applications - Variable Contracts. Company authorizes
Broker, through its Representatives, to offer and sell the
Variable Contracts listed in Exhibit A, provided that: (a) Broker
shall solicit applications for Variable Contracts only in those
states where it and its Representatives are appropriately
licensed; (b) there is an effective Registration Statement
relating to each such Variable Contract; (c) each such Variable
Contract is qualified for sale under Applicable Laws in such state
in which the sale or solicitation is to take place; and (d) Broker
complies in all other respects with the published policies and
procedures of Company and/or its Affiliates, as applicable, and
with the terms of the Agreement. Company shall notify Broker or
its designee of the issuance by the SEC of any stop order with
respect to a Registration Statement or the initiation of any
proceeding by the SEC relating to the registration and/or offering
of Variable Contracts and of any other actions or circumstances
that makes it no longer lawful for Company or its Affiliates to
offer or issue one or more of the Variable Contracts listed in
Exhibit A. Company shall advise Broker of any revision of, or
supplement to, any Prospectus related to the Variable Contracts or
underlying investments of such Variable Contracts.

5) Rights of Company. Company and its Affiliates may, in their
respective discretion:

a) refuse for any reason to appoint a Representative and cancel
any existing appointment at any time;

b) direct the marketing of its insurance products and services;

c) review and approve all advertising referring to its insurance
products and services;

d) underwrite all insurance policies issued by it;

e) cancel risks;

f) handle all matters involving claims and payment;

Page 5 of 36

g) prepare all policy forms and amendments;

h) maintain custody of, responsibility for and control of all
investments; and

i) withdraw a form of Contract from sale or change or amend a
form of Contract for any reason.

6) Amendments to Exhibits. Exhibits A and B may be amended by Company
in its sole discretion from time to time, without prior notice, to
delete or add Contracts. The provisions of this Agreement shall
apply to such Exhibits, as they may from time to time be amended,
unless the context otherwise requires. In addition, the
Compensation Schedules that are part of Exhibits A and B may be
amended, modified and/or replaced by Company in its sole
discretion, from time to time, without prior notice.

7) Broker's Access to Copies of Documents. During the term of this
Agreement, Company shall provide Broker, as applicable and without
charge, with as many copies of the Contract Prospectus(es),
current underlying mutual fund prospectus(es), statements of
additional information and applications for the Contracts, as
Broker may reasonably request. Upon receipt from Company of
updated copies of the Contract Prospectus(es), current underlying
mutual fund prospectus(es), statements of additional information
and applications for the Contracts, Broker shall promptly discard
or destroy all copies of such documents previously provided to it,
except such copies as are needed for purposes of maintaining
proper records. Upon termination of this Agreement, Broker shall
promptly return to Company all Contract Prospectus(es), current
underlying mutual fund prospectus(es), statements of additional
information and applications for the Contracts and other materials
and supplies furnished by Company to Broker or to its
Representatives, except for copies required for maintenance of
records.

8) Advertising Material. Subject to the provisions of Section
VIII(D)(4), during the term of this Agreement, Company or its
Affiliates shall be responsible for approving all promotional,
sales and advertising material to be used by Broker. Company or
its Affiliates shall file such materials or shall cause such
materials to be filed with the SEC, NASD, and any applicable state
insurance and securities regulatory authorities, as required.

Page 6 of 36

B. Representations, Warranties, Covenants and Agreements of Broker

1) Appointment of Broker. Broker, subject to the terms and conditions
of this Agreement, hereby accepts appointment to solicit, sell and
provide services to the Contracts and agrees to use its best
efforts to find suitable purchasers for the Contracts. Broker
represents and warrants that it shall offer Contracts only in
those states where it or an Agency is appropriately licensed and
that it has obtained any other appointments, approvals, licenses,
authorizations, orders or consents that are necessary to enter
into this Agreement and to perform its duties hereunder. Broker
further represents that its Representatives who shall be
soliciting applications for Contracts shall at all times be
appropriately licensed under Applicable Laws and such
solicitations shall be in accordance with Applicable Laws
including, without limitation, the NASD Conduct Rules and all
insurance replacement regulations and regulations prohibiting the
rebating of commissions.

2) Licenses and Approvals. For the sale of Variable Contracts, Broker
represents and warrants that it is a registered broker-dealer
under the 1934 Act, has all necessary broker-dealer licenses, is a
member in good standing with the NASD, and has obtained any other
approvals, licenses, authorizations, orders or consents which are
necessary to enter into this Agreement and to perform its duties
hereunder. Broker further represents that its Representatives who
shall be soliciting applications for Variable Contracts, whether
alone or jointly with representatives of Company or its designee,
shall at all times as required by Applicable Laws be appropriately
registered and/or licensed under such laws and shall comply with
Applicable Laws, including without limitation, the NASD Conduct
Rules and all insurance replacement regulations and regulations
prohibiting the rebating of commissions.

3) Investigations of Broker or Representative. Broker represents that
neither it nor any of its Representatives is currently under
investigation by any insurance regulator, the NASD or SEC, any
other self-regulatory organization or other governmental authority
(except for any investigations of which it has notified Company in
writing). Broker further agrees that, if a formal or informal
investigation of Broker or any of its Representatives is commenced
by any insurance regulator, the NASD or SEC, any other self
regulatory organization or other governmental authority, whether
or not in connection with the sale of the Contracts, Broker shall
notify Company of the existence and subject matter of such
investigation. Broker shall further take all steps necessary to
assure that no subagent of an Agency shall be appointed to solicit
and procure Contracts if that subagent is prohibited by 18 U.S.C.
(S) 1033(e) from engaging in the business of insurance. Broker
further represents that it shall immediately notify Company in
writing if it or any of its Representatives

Page 7 of 36

have any of their respective licenses, which are required under
this Agreement for the solicitation, sale or provision of services
to the Contracts, surrendered, removed, revoked, cancelled or
suspended, whether voluntarily or involuntarily.

4) Requirements to Solicit Applications. Commencing at such time as
Company and Broker shall agree, Broker shall find suitable
purchasers for the Contracts that Representatives are licensed and
authorized to solicit and sell under Applicable Laws. In meeting
its obligation to solicit applications for the Contracts:

a) Broker shall use only those training, sales, advertising and
promotional materials with respect to the Contracts that have
been pre-approved in writing by Company for use at that time;

b) Broker shall establish and implement reasonable procedures for
periodic inspection and supervision of sales practices of its
Representatives, and shall, upon a reasonable written request
from Company, provide a report to Company on the results of
such inspections and the compliance with such procedures;
provided, however, that Broker shall retain sole
responsibility for the supervision, inspection and control of
its Representatives;

d) Broker shall review diligently all Contract applications for
accuracy and completeness and for compliance with the
conditions herein, including the suitability and Prospectus
delivery requirements, and shall take all reasonable and
appropriate measures to assure that applications submitted
under this Agreement are accurate, complete, compliant with
the conditions herein and, in addition, for Variable Contracts
are approved by a qualified registered principal of Broker as
required by Applicable Laws. With respect to Variable
Contracts distributed jointly by Broker and representatives of
Company or its designee, Broker shall ensure that all
applications relating thereto have been provided to Broker for
its review and approval by a qualified registered principal of
Broker as required by Applicable Laws.

Page 8 of 36

(e) Broker shall train, supervise and be solely responsible for
the conduct of its Representatives in their solicitation
activities in connection with the Contracts, and shall
supervise Representatives' strict compliance with applicable
laws, rules and regulations of any governmental or other
insurance authorities that have jurisdiction over insurance
contract activities, as well as the rules and procedures of
Company pertaining to the solicitation, sale and submission of
applications for the Contracts and the provision of services
relating to the Contracts. Broker shall conduct and be solely
responsible for background investigations of its current and
proposed new Representatives to determine their
qualifications, good character and moral fitness to sell the
Contracts and will provide the Company with copies of such
investigations upon its request. Likewise, Broker hereby
acknowledges and agrees that it shall be solely liable for the
acts and omissions of its Representatives in the course of
conducting its business.

5) Collection of Payments. To the extent permitted by Applicable
Laws, only the initial purchase payments for the Contracts may be
collected by Representatives of Broker. All such initial purchase
payments shall be remitted promptly in full (and in no event later
than the time permitted under Applicable Laws or the rules of the
NASD), together with any related application, forms and any other
required documentation to Company or the appropriate Affiliate.
The Broker shall make such remittances in accordance with any and
all policies and procedures described in the Contract, insurance
policy, Prospectus, if appropriate, any collateral documents
associated with such Contracts or as otherwise directed by Company
or its Affiliates.

6) Rejection and Return of Contracts. Company and/or its Affiliates
shall have the unconditional right to reject, in whole or in part,
any application for a Contract. If Company and/or its Affiliates
reject an application, Company or its Affiliate, as applicable,
shall promptly return any purchase payments received directly to
the purchaser or to the Broker, and, in the latter case, Broker
shall be responsible for promptly returning such payments to the
purchaser. If any purchaser of a Contract elects to return such
Contract pursuant to any law or contractual provision, any
purchase payment made or such other amount, as the Contract or
Applicable Laws shall specify, shall be returned by Company or its
Affiliate to the purchaser or to the Broker, and, in the latter
case, the Broker shall be responsible for promptly returning such
payments to the purchaser. Except as may otherwise be provided in
Exhibits A and/or B, if a purchase payment is either refunded or
returned to the purchaser, no commission shall be payable to
Broker hereunder, and any commission received by

Page 9 of 36

Broker shall be returned promptly to Company or its Affiliates
where applicable. Company and its Affiliates, where applicable,
may, at their option, offset any such amounts against any other
amounts due to Broker as referenced in V(B).

7) Independent Contractor. With respect to the Contracts, neither
Broker nor its agents, designees or Representatives is a
principal, underwriter or agent of Company or its Affiliates, or
any separate account of Company or its Affiliates, provided that
Broker's designees, or agent's representatives may be appointed by
Company and its Affiliates for the sale of the Contracts. Nothing
contained in this Agreement shall be construed (a) to create any
relationship, partnership, employment or joint venture between or
among Company or any Affiliate of Company and Broker or its agents
or Representatives other than that of independent contractors, or
(b) to alter any relationship between or among Company or any
Affiliate of Company and Broker or its agents or Representatives
that may otherwise exist on and as of the Effective Date. Except
as expressly set forth herein, each party shall be solely
responsible for the respective fees, costs and expenses incurred
in connection with the operation of its business and the
fulfillment of its obligations hereunder. With respect to the
Contracts, neither Broker nor its agents, designees or
Representatives shall (a) hold themselves out to be employees of
Company in any dealings with the public, (b) alter or amend any
Contract or form related to a Contract, (c) adjust or settle any
claim or commit Company with respect thereto, (d) expend or
contract for the expenditure of funds on behalf of Company or its
Affiliates, or (e) assume or create any obligation or
responsibility, express or implied, on behalf of Company or bind
Company in any manner except as expressly permitted hereunder.

8) Promotional Materials. Any material Broker develops, approves or
uses for sales, training, explanatory or other purposes in
connection with the solicitation of applications for the Contracts
hereunder, other than generic advertising material which does not
make specific reference to Company, its Affiliates or the
Contracts, shall not be used without the prior written consent of
Company.

9) Payment of Commissions. Broker represents and covenants, that to
the extent required by Applicable Laws, that no commissions, or
portions thereof, or other compensation for the sale of the
Contracts, shall be paid to any person or entity that is not duly
licensed and appointed by Company or its Affiliates as required by
Applicable Laws. Broker shall ensure that Representatives fulfill
any training requirements necessary to be licensed or otherwise
qualified to sell the Contracts.

Page 10 of 36

10) Contract Disclosures. Neither Broker nor any of its
Representatives, are authorized by Company or its Affiliates to
give any information or make any representation in connection with
this Agreement or the offering of the Contracts other than those
contained in the Contract, policy, Prospectus, or solicitation
material authorized for use in writing by Company or its
Affiliates. Broker shall not make any representations or give
information that is not contained in the contract, policy,
Prospectus or solicitation material of the Contracts.

11) Instructions by Representative. Broker and Agency shall be solely
responsible for the accuracy and propriety of any instruction
given or action taken by a Representative on behalf of an owner or
prospective owner of a Contract. Company shall have no
responsibility or liability for any action taken or omitted by it
in good faith in reliance on or by acceptance of such an
instruction or action.

12) Forms. Broker shall use Company forms or prepare any forms
necessary to comply with Applicable Laws or as otherwise required
in connection with the sale of the Contracts, either as an initial
transaction or as a replacement for other insurance or annuity
products, and Broker shall send prepared forms to Company or the
appropriate Affiliate. In the alternative, if such forms are not
required, but information with respect to a transaction or
replacement is required, Broker shall transmit or cause to be
transmitted such information in writing to Company or the
appropriate Affiliate. Broker shall further notify Company or the
appropriate Affiliates in writing when sales of the Contracts are
replacement contracts, as defined by the Company. Such
notification shall not be later than the time that Broker submits
applications for such Contracts to Company or the appropriate
Affiliate.

13) Furnishing of Information. To the extent permitted by Applicable
Laws, Broker shall furnish Company and any appropriate regulatory
authority with any information, documentation, or reports prepared
in connection with or related to this Agreement which may be
requested by Company or an appropriate regulatory authority in
order to ascertain whether the operations of Company or Broker
related to the Contracts are being conducted in a manner
consistent with Applicable Laws.

14) Authority. Broker represents that it has full authority to enter
into this Agreement and that by entering into this Agreement it
shall not impair any other of its contractual obligations.

Page 11 of 36

15) Insurance Coverage.

a) Fidelity Bond. Broker shall secure and maintain a fidelity
bond (including coverage for larceny and embezzlement), issued
by a bonding company acceptable by Company, covering all of
its directors, officers, agents, Representatives, associated
persons and employees who have access to funds of Company or
its Affiliates. This bond shall be maintained at Broker's
expense in at least the amount prescribed under Rule 3020 of
the NASD Conduct Rules and future amendments thereto. Broker
shall provide Company with satisfactory evidence of said bond
upon Company's reasonable request. Broker hereby assigns any
proceeds received from a fidelity bonding company, or other
liability coverage, to Company, for itself or on behalf of its
Affiliates, as their interests may appear, to the extent of
its loss due to activities covered by the bond, policy or
other liability coverage.

b) Plan of Insurance. Broker shall maintain in full force and
effect during the term of this Agreement a plan of insurance,
which may be a plan of self-insurance, which shall provide
coverage for errors and omissions of the Broker, an Agency,
representatives and agents, including Representatives, in such
amounts and scope of coverage as are acceptable to Company in
its sole discretion. If such insurance plan terminates for any
reason during the term of this Agreement, Broker shall
immediately notify Company in writing of such termination. If
requested by Company, Broker shall provide evidence of
coverage under an insurance policy satisfactory to Company, in
its sole discretion, showing the amount and scope of coverage
provided.

d) Company's Interest. All policies of liability insurance
maintained hereunder shall name Company as an additional
insured. All policies of insurance maintained hereunder shall
contain a clause providing that such policies may not be
cancelled, reduced in coverage or otherwise modified without
at least thirty (30) days prior written notice to Company,
except for failure to pay any premium, in which case said
policy of insurance shall provide for at least ten (10) days
prior written notice prior to said policy being cancelled or
otherwise modified. Broker shall upon the request of Company
at any time furnish to Company updated certificates or other
evidence of insurance acceptable to Company, in its reasonable
discretion.

Page 12 of 36

16) Agency Distribution of Variable Contracts. In such cases in which
Broker intends to distribute the Variable Contracts in association
with an Agency, Broker further makes the following representations
on its behalf and on behalf of that Agency:

a) Broker shall operate and be responsible for all
securities-related services arising from the offer, sale
and/or servicing by Representatives of the Variable Contracts;

b) Agency shall engage in the offer or sale of Variable Contracts
only through persons who are Representatives of the Broker.
Unregistered employees, agents or others shall not engage in
any securities activities or receive any compensation based on
transactions in securities or the provision of securities
advice;

c) Broker shall be responsible for the education, training,
supervision and control of its Representatives, as required
under the 1934 Act and other Applicable Laws, including, but
not limited to, principal review, approval of all sales
literature and advertisements, periodic compliance audits and
maintaining the ability to appoint and terminate registered
persons;

d) Representatives shall be licensed under the insurance laws of
the states in which they do business and shall be appointed
agents by Agency for which the Representatives may solicit
applications in connection with the offer and sale of Variable
Contracts;

e) Broker and/or Agency, as applicable, shall maintain the books
and records relating to the sale of Variable Contracts and the
receipt and disbursement of insurance commissions and fees
thereon. Such books and records shall be maintained and
preserved in conformity with the requirements of Section 17(a)
of the 1934 Act and the Rules thereunder, to the extent
applicable, and shall at all times be compiled and maintained
in a manner that permits inspection by supervisory personnel
of the Broker, the SEC, the NASD and other appropriate
regulatory authorities; and

f) All premiums derived from the sale of the Variable Contracts
shall be made payable to and sent directly to Company or the
appropriate Affiliate, or shall be sent by purchasers to the
Broker for timely forwarding to Company or the appropriate
Affiliate. Agency shall not receive, accumulate or maintain
custody of premium payments.

Page 13 of 36

17) Agency Distribution of Fixed Contracts. In cases in which Broker
intends to distribute Fixed Contracts through an Agency, before a
subagent is permitted to solicit Contracts, Broker or that Agency
shall have entered into a written agreement with the subagent
pursuant to which the subagent: (a) is authorized to deliver
policies only upon the payment to Company or the appropriate
Affiliate, or Broker of the premiums due thereon and upon
compliance with the terms, conditions and provisions of such
policies; (b) shall promptly remit to the Broker or the Agency all
funds collected on Company's or its Affiliates' behalf; (c) shall
otherwise act only pursuant to the limited authority granted to
that Agency hereunder and shall comply with all of the duties and
obligations of the Broker hereunder and the rules of Company or
its Affiliates; and (d) agrees to Company's right to offset from
any compensation due the subagent any indebtedness due from the
subagent to Company or its Affiliates and to chargeback
compensation under Company's or its Affiliates' rules. The Broker
shall promptly remit to Company all funds collected on behalf of
Company or its Affiliates.

18) Policies and Procedures. Broker shall comply with the policies and
procedures of Company and its Affiliates with respect to the
solicitation, sales and administration of the Contracts and
services that Broker and Representatives are authorized to sell
and service under this Agreement, including, but not limited to,
privacy policies and procedures, as set forth in this Agreement,
as they may be amended, modified and/or replaced, and as they may
be provided to Broker by Company or its Affiliates from time to
time.

19) Prohibited Solicitation With Policyholders. For a period of 12
months after termination of this Agreement, Broker shall not, and
Broker shall take all steps necessary to ensure that its
Representatives and any Agency shall not, directly or indirectly,
contact the policyholders of Company or its Affiliates for the
purpose of inducing any such policyholders to lapse, cancel, fail
to renew or replace any Contract. If Company, in its sole
discretion, determines that Broker, its Representatives or an
Agency has engaged in such prohibited activity, then Company shall
have the right to declare the Broker's or the Agency's claims for
compensation or any other benefit under this Agreement to be
forfeited and void. Company, on behalf of itself and its
Affiliates, may also pursue all remedies, whether at law or in
equity, including injunctive relief and/or damages, to assure
compliance with the covenants in this section and shall, if
successful, be entitled to recover from Broker or an Agency all
costs and expenses incurred in pursuing such remedies, including
reasonable attorneys' fees, court costs and expenses.

Page 14 of 36

20) Market Timing. Broker shall not, and Broker shall take all steps
necessary to ensure that its Representatives and any Agency shall
not, (a) solicit, offer or sell Variable Contracts in connection
with or to facilitate any program, plan or arrangement involving
market timing transactions in underlying mutual funds within
Variable Contracts, or (b) take any other actions that would
promote, encourage or facilitate market timing transactions in the
underlying mutual funds within Variable Contracts. Notwithstanding
the foregoing, Broker and its Representatives may provide
incidental services in the form of guidance to applicants and
owners of Variable Contracts regarding the allocation of premium
and Variable Contract value, provided that such services are
(a) solely incidental to Broker's activities in connection with
the sales of the Variable Contracts, (b) subject to the
supervision and control of Broker, (c) furnished in accordance
with any rules and procedures that may be prescribed by Company,
and (d) not promoting, encouraging or facilitating market timing
transactions in the underlying mutual funds within Variable
Contracts.

III.Principles of Ethical Market Conduct

As a member of the Insurance Marketplace Standards Association
("IMSA"), Company expects that the Broker, Representatives, Agency and
its subagents shall abide by the principles of ethical market conduct
set forth by IMSA in connection with all Contracts sold pursuant to
this Agreement. Broker shall furnish information, documentation and
reports to Company as Company may reasonably request to permit Company
to ascertain whether Broker is conducting its operations in accordance
with the principles of ethical market conduct as set forth in this
Section III.

IV. Compliance With Applicable Laws

Company and Broker shall comply with all applicable state and federal
statutes, laws, rules and regulations, including without limitation,
state insurance laws, rules and regulations, and federal and state
securities laws, rules and regulations ("Applicable Laws"). Applicable
Laws include, without limitation, applicable rulings of federal and
state regulatory organizations, agencies and self regulatory agencies
(e.g. state insurance departments, the SEC, the NASD), consumer
privacy laws, HIPAA and any other state or federal laws, rules or
regulations and decisions, orders and rulings of state and federal
regulatory agencies that are now or may hereafter become applicable to
the parties hereto and the transactions that are the subject of this
Agreement. The compliance obligations, also includes, but are not
limited to the following:

Page 15 of 36

A. Anti-Money Laundering. Company and Broker shall comply with all
applicable anti-money laundering laws, regulations, rules and
government guidance, including the reporting, record keeping and
compliance requirements of the Bank Secrecy Act ("BSA"), as amended by
The International Money Laundering Abatement and Financial
Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the
"Patriot Act"), its implementing regulations, and related SEC and
Self-Regulatory Organization rules. These requirements include
requirements to identify and report currency transactions and
suspicious activity, to implement a customer identification program to
verify the identity of customers and to implement an anti-money
laundering compliance program. As required by the Patriot Act, Broker
certifies that it has a comprehensive anti-money laundering compliance
program that includes policies, procedures and internal controls for
complying with the BSA; policies, procedures and internal controls for
identifying, evaluating and reporting suspicious activity; a
designated compliance officer or officers; training for appropriate
employees; and an independent audit function.

B. Customer Identification Program. Broker certifies, and shall
certify to Company or its Affiliates, where applicable, annually
hereafter, that it has established and implemented a customer
identification program, in compliance with Applicable Laws, as part of
its anti-money laundering compliance program that, at a minimum,
requires: (i) the verification of the identity of any customer seeking
to open an account; (ii) the retention of a record of the information
used to verify each customer's identity; and (iii) the determination,
within a reasonable time before or after the account is opened, as to
whether the customer appears on any lists of known or suspected
terrorists or terrorist organizations as provided to it by any
government agency. Broker shall verify the identity of each customer
that it introduces to Company, whether through documentary or
non-documentary means, and hereby acknowledges that Company shall rely
upon such verification, as prescribed by the regulations promulgated
under Section 326 of the Patriot Act in accordance with the
safe-harbor provided in Section 103.122(b)(6) of the regulations under
the Patriot Act.

C. Insurance Replacement. Broker certifies on behalf of itself, its
Representatives and an Agency that it shall adhere to all applicable
SEC, NASD, federal and state statutes, laws, rules and regulations
regarding insurance replacement before it receives or solicits any
applications for Contracts.

Page 16 of 36

V. Compensation

A. Payment Under Compensation Schedules. Company shall pay Broker or
an Agency, as applicable, compensation for the sale of each Contract
sold by a Representative of Broker as set forth in the then applicable
Compensation Schedules that are part of Exhibits A and B, as such
Compensation Schedules may be from time to time amended, modified
and/or replaced in Company's sole discretion. Company shall use
commercially reasonable efforts to provide prior notice of changes to
the Compensation Schedules. Company shall identify to Broker or an
Agency, as applicable, with each such payment the name or names of the
Representative(s) of Broker who solicited each Contract covered by the
payment. Broker or an Agency, as applicable, shall be responsible for
issuing checks, statements or forms for tax purposes and other
administrative duties connected with compensation of such
Representatives. Unless otherwise agreed upon by the parties, Company
shall have no obligation to any of the employees, agents or
Representatives of Broker or an Agency for the payment of any
compensation. Any amendment to Exhibits A or B shall be applicable to
any Contract for which any application or premium is received by
Company on or after the effective date of such amendment. Company,
however, reserves the right to amend (i) Exhibits A and/or B with
respect to subsequent premiums and renewal commissions, and (ii) such
Exhibits pursuant to this subsection even after termination of this
Agreement.

B. Offset. Company may at any time offset against any compensation
payable to (1) Broker, an Agency or their respective successors or
assigns, any indebtedness however or wherever incurred due from the
Broker or an Agency to Company or its Affiliates, and (2) the
subagents of any Agency or their successors or assigns any
indebtedness however or wherever incurred due from Broker, an Agency
or a subagent to Company or its Affiliates. Nothing contained herein
shall be construed as giving Broker, an Agency or Representative the
right to incur any indebtedness on behalf of Company or its
Affiliates. Company shall have, and is hereby granted, a first lien on
any and all compensation payable under this Agreement as security for
the payment of any and all remaining indebtedness of Broker to Company
or its Affiliates arising under this Agreement and not offset as
provided herein. The right of Broker, or any person claiming through
Broker, to receive any compensation provided by this Agreement shall
be subordinate to the right of Company to offset such compensation
against any such indebtedness of the Broker, an Agency, a subagent or
a Representative to Company or its Affiliates.

Page 17 of 36

C. No Withholding of Premiums. Neither Broker nor any of its
Representatives shall withhold or deduct any part of any premium or
other purchase payment it shall receive with respect to the Contracts
covered by this Agreement for purposes of payment of compensation or
otherwise.

D. Compensation Not Payable. No compensation shall be payable, and any
compensation already paid shall be returned to Company immediately on
request, under each of the following conditions:

1) if Company or its Affiliates, in their sole discretion, determine
not to issue the Contract applied for;

2) if Company or its Affiliates refund the premium paid by the
applicant, upon the exercise of applicant's right of withdrawal
pursuant to any "free-look" privilege;

3) if Company or its Affiliates refund the premium paid by applicant
as a result of the resolution of a consumer complaint, recognizing
that Company and its Affiliates have sole discretion to refund
premiums paid by applicants; or

4) if Company or its Affiliates determine that any person signing an
application who is required to be registered and/or licensed or
any other person or entity receiving compensation for soliciting
purchases of the Contracts is not duly registered and/or licensed
to sell the Contracts in the jurisdiction of such attempted sale.

E. Compensation and Termination of Agreement. Company shall pay the
compensation to Broker or an Agency, as applicable, for Contracts
credited prior to the termination date of this Agreement, as set forth
in the then applicable Compensation Schedules that are part of
Exhibits A and B. Such compensation shall be payable when the premium
is due and paid to Company, subject to the provisions of this
Agreement and the then applicable Compensation Schedule.

F. Company Payment of Compensation; Discharge of Obligation. Broker,
on its behalf and on behalf of each Agency, hereby agrees and
acknowledges that compensation attributable to the sale of any
Contract issued by an Affiliate of Company may be payable directly by
Company, in its discretion, to Broker or an Agency, where permitted,
and not by the Affiliate. Broker, on its behalf and on behalf of each
Agency, further agrees and acknowledges that such payment of
compensation by Company attributable to the sale of such Contracts
shall constitute a complete discharge of the obligation to pay

Page 18 of 36

compensation by the Affiliate issuer under this Agreement. Such
payment of compensation shall not affect the right of offset or
chargeback as referred to in Sections V(B) and V(D) of this Agreement,
or such other compensation rules as may be set forth in this
Agreement, the Compensation Schedules or the rules of Company or its
Affiliates.

G. Violation of Applicable Laws. Company shall not be obligated to pay
any compensation that would violate any Applicable Laws of any
jurisdiction, anything in this Agreement notwithstanding.

H. Expenses. Unless otherwise agreed to by Company, Broker, either
directly or by reimbursing Company on request, shall pay for expenses
incurred by such Broker in connection with the solicitation, offer and
sale of the Contracts.

I. Replacements. In addition to the conditions and limitations
elsewhere contained in this Agreement and the Compensation Schedules,
no first year commission shall be payable on replacements or switches
of any Contract with another Contract, which are undisclosed, and
which otherwise requires disclosure by Applicable Laws or Company's or
its Affiliates' rules on replacement transactions. Specific
replacement or switching rules of each applicable Affiliate are
described on Exhibit C which is attached hereto and incorporated
herein by reference, which Exhibit may be from time to time amended,
modified and/or replaced in Company's sole discretion.

J. Conflict. In the event that anything contained in this Section V
conflicts with the terms of the compensation described in the
Compensation Schedules, the terms contained in the applicable
Compensation Schedules shall prevail.

VI. Complaints and Investigations

A. Customer Complaints. Both the Broker and Company shall investigate
any customer complaint in connection with the Contracts. The term
"customer complaint" shall mean an oral or written communication
either directly from the purchaser of or applicant for a Contract
covered by this Agreement or his legal representative, or indirectly
from a regulatory agency to which he or his legal representative has
expressed a grievance.

Page 19 of 36

B. Cooperation. Broker and Company shall cooperate fully in any
regulatory investigation or proceeding or judicial proceeding arising
in connection with the offer, sale and/or servicing of the Contracts.
This cooperation shall include, but is not limited to, each party
promptly to the other of the receipt of notice of any such
investigation or proceeding, and forwarding to the other a copy of any
written materials in connection with the matter and such additional
information as may be necessary to furnish a complete understanding of
same. In the case of a customer complaint, Broker and Company shall
promptly refer such complaint to the other party for handling where
appropriate and provide the other party with customer complaint
information and documentation upon request.

C. Right to Settle. Company reserves the right to settle on behalf of
itself, and on behalf of itself and Broker collectively, if Broker
agrees, any claims, complaints or grievances made by applicants,
policyholders or others in connection with the Contracts, and
concerning any conduct, act or omission by the Broker or its agents or
Representatives with respect to the Contracts or any transactions
arising out of this Agreement. If Broker does not agree to a
collective settlement with Company and Company, on behalf of itself,
settles the matter, Broker shall indemnify, defend and hold harmless
Company from any and all claims, complaints or grievances made by
Broker or any applicant, policyholder or other person or entity made
in connection with such matter.

VII. Records and Administration

A. Delivery of Contracts. Unless otherwise requested by Broker and
agreed to by Company, once a Contract has been issued, it shall be
delivered to Broker and, after being reviewed by Broker, shall be
timely delivered by Broker to the purchaser, accompanied by any
documents required to be delivered by Applicable Laws and any
additional documents deemed appropriate. Company shall confirm or
cause to be confirmed to customers all Contract transactions, to the
extent required by Applicable Laws, and shall administer the Contracts
after they have been delivered, but may from time to time require
assistance from Broker. Consistent with its administrative procedures,
Company shall assume, and shall rely on the assumption, that a
Contract it, or its Affiliates, issues shall be promptly delivered by
Broker to the purchaser of such Contract. As a result, if a purchaser
exercises a "free look" right under such Contract, Broker shall
indemnify Company for any loss Company incurs resulting from Broker's
failure promptly to deliver such Contract to its purchaser.

B. Books and Records. Broker shall maintain all books and records as
required by Rules 17a-3 and 17a-4 under the 1934 Act, as such rules
may be amended, succeeded or replaced, except to the extent that
Company may agree to maintain any such records on Broker's behalf.
Records subject to any such agreement shall be maintained by Company
as agent for Broker in compliance with said rules, and such

Page 20 of 36

records shall be and remain the property of Broker and be at all times
subject to inspection by the SEC in accordance with Section 17(a) of
the 1934 Act. Nothing contained herein shall be construed to affect
Company's or its Affiliates' right to ownership and control of all
pertinent records and documents pertaining to its business operations
including, without limitation, its operations relating to the
Contracts, which right is hereby recognized and affirmed. Company and
Broker shall each retain all records related to this Agreement as
required by the 1934 Act, and the rules and regulations thereunder,
and by any other Applicable Laws, as Confidential Information as
described in Section VIII(D) of this Agreement, and neither party
shall reveal or disclose such Confidential Information to any third
party unless such disclosure is authorized by the party affected
thereby or unless such disclosure is expressly required by applicable
federal or state regulatory authorities. Nothing contained herein,
however, shall be deemed to interfere with any document, record or
other information which, by law, is a matter of public record.

VIII._Privacy Information

A. Proprietary Information

Any and all account records developed by Company or its Affiliates,
or provided to Company or its Affiliates by Broker or Broker's
Affiliates, including but not limited to customer files, sales aids,
computer software, customer names, addresses, telephone numbers and
related paperwork, literature, authorizations, manuals and supplies of
every kind and nature relating to the Contracts and the servicing of
the Contracts are and shall remain the property of Company or its
Affiliates. Such proprietary information and materials shall be
treated as Nonpublic Personal Information and/or Confidential
Information (as hereafter defined in Section VIII(D)), as appropriate,
pursuant to Sections VIII(A), (B), (C) and (D) of this Agreement.

Except as otherwise required by Applicable Laws, any and all
proprietary information and material developed and provided by Company
and its Affiliates shall be returned to Company (including all copies
made by the Broker or its Affiliates) upon termination of this
Agreement. Any materials developed by the Broker or its Affiliates in
support of the marketing, sales, advertising or training related to
Company or its Contracts shall be destroyed upon the termination of
this Agreement.

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B. Receipt of Customer Nonpublic Personal Information by Company from
Broker

1) Confidentiality. Company and its Affiliates shall treat all
Nonpublic Personal Information regarding Broker's customers
provided to it by Broker under this Agreement as Confidential
Information, except that such provisions shall not apply to such
information regarding customers of Broker who were, are or become
policyholders or customers of Company or any of its Affiliates
other than by reason of the services provided by Broker under this
Agreement.

2) Right to Disclose. Notwithstanding the foregoing, Company and its
Affiliates shall have the right to use or disclose such Nonpublic
Personal Information: (a) to the full extent required to comply
with Applicable Laws or requests of regulators; (b) as necessary
in connection with any of Company's or its Affiliates' audit,
legal, compliance or accounting procedures; (c) as necessary or
permitted by Applicable Laws in the ordinary course of business
(for example to administer Contracts and provide customer service
to purchasers of Contracts under this Agreement); (d) as
authorized by such customer; or (e) to protect against or prevent
fraud.

3) Offering Products Outside Agreement. Company and its Affiliates
may market, offer, sell or distribute insurance products,
including, but not limited to, the Contracts, or any of their
other products and related services, outside of this Agreement to
customers of Broker provided they do not use Nonpublic Personal
Information regarding Broker's customers provided by Broker to
specifically target those customers, and such marketing, offering,
selling or distributing by Company and its Affiliates of insurance
(including but not limited to the Contracts) or any of their other
products or services shall not be subject to the terms of this
Agreement.

C. Treatment of Nonpublic Personal Information Disclosed by Company to
Broker

Broker shall treat Nonpublic Personal Information regarding Broker's
customers provided to it by Company or its Affiliates under this
Agreement as Confidential Information and shall use such information
only to solicit sales of and to provide service with respect to
Contracts sold pursuant to this Agreement. Notwithstanding the
foregoing, Broker shall have the right to use or disclose Nonpublic
Personal Information provided to it by Company or its Affiliates to
the extent permitted by Applicable Laws and Company's or its
Affiliates' privacy policy(ies) (for example, to comply with
Applicable Laws or requests of regulators) in connection with Broker's
audit procedures, as authorized by such customers or to protect
against or prevent fraud.

Page 22 of 36

D. Confidential Information

1) Disclosure of Confidential Information. Company and Broker and
their respective Affiliates shall maintain the confidentiality of
Confidential Information disclosed by either party to the other
party under the terms of this Agreement and shall use such
Confidential Information solely for the purposes contemplated by
this Agreement. Except as otherwise provided in Sections VIII(A),
VIII(B) and VIII(C), neither Company, nor Broker and their
respective Affiliates shall disclose any Confidential Information
that is covered by this Agreement to any person or entity other
than to their respective employees, representatives or agents who
need to know such Confidential Information for the performance of
their work, unless authorized in writing by the affected party or
if expressly required under the terms of a valid subpoena or order
issued by a court of competent jurisdiction or regulatory body or
Applicable Laws. "Confidential Information" means: (a) any
information that this Agreement specifies shall be treated as
"Confidential Information" under this Section VIII; (b) Nonpublic
Personal Information; (c) information required to be treated as
confidential under Applicable Laws; and (d) any information of
Broker and its Affiliates that is disclosed by Broker or its
Affiliates to Company or its Affiliates through the course of
business during the term of this Agreement, or any information of
Company and its Affiliates that is disclosed by Company or its
Affiliates to Broker or its Affiliates through the course of
business during the term of this Agreement, including but not
limited to, new products, marketing strategies and materials,
development plans, customer information, client lists, pricing
information, rates and values, financial information and computer
systems, in each such case if such information is clearly
identified as and marked "CONFIDENTIAL" by the disclosing party.
Notwithstanding the foregoing, "Confidential Information" does not
include (a) information which is now generally available in the
public domain or which in the future enters the public domain
through no fault of the receiving party; (b) information that is
disclosed to the receiving party by a third party without
violation by such third party of an independent obligation of
confidentiality of which the receiving party is aware; or
(c) information that the disclosing party consents in writing that
the receiving party may disclose.

2) Right to Disclose; No Liability. The disclosing party warrants
that it has the right to provide access to, disclose and use the
Confidential Information to be provided hereunder. The receiving
party shall not be liable to the disclosing party for:

a) inadvertent use, publication, or dissemination of the
Confidential Information received hereunder provided that:
(i) it uses the same degree of care in safeguarding such
information as

Page 23 of 36

it uses for its own information of like importance; (ii) it
has complied with Applicable Laws; and (iii) upon discovery of
such, it shall take steps to prevent any further inadvertent
use, publication or dissemination; or

3) Independent Development. Any similarity between the Confidential
Information and any other information, regardless of medium,
whether oral or written, as well as contracts and/or services
acquired from third parties or developed by the receiving party,
or Affiliates independently through its or their own efforts,
thought, labor and ingenuity, in each case without violating the
provisions hereof, shall not constitute any violation of this
Agreement and shall not subject the receiving party to any
liability whatsoever.

4) No Representation. Neither the disclosing party nor any of its
employees, representatives or designees has made or makes any
representation or warranty as to the accuracy or completeness of
the Confidential Information, including but not limited to, any
promotional, sales or advertising material provided or approved by
Company or its Affiliates to be used by Broker.

E. Protected Health Information or PHI

To the extent that Broker or its Affiliates or their respective
Representatives receive, create, have access to or use PHI, regarding
individuals who are applicants for, owners of or eligible for benefits
under certain health insurance products and optional riders offered by
or through Company or any of its Affiliates, in accordance with the
requirements of HIPAA, Broker shall:

1) Not use or disclose PHI except (a) to perform functions,
activities or services for, or on behalf of, Company or its
Affiliates as specified in this Agreement and consistent with
Applicable Laws, or (b) to the extent that such use or disclosure
is required by Applicable Laws. Any such use or disclosure shall
be limited to that required to perform such services or to that
required by relevant law;

Page 24 of 36

2) Use appropriate safeguards to prevent use or disclosure of PHI
other than as permitted by this Agreement;

3) Promptly report to Company any use or disclosure of PHI not
permitted by this Agreement of which Broker becomes aware and
mitigate any harmful effect of any use or disclosure that is made
by Broker or its Representatives in violation of the requirements
of this Agreement;

4) Ensure that any third party with whom Broker contracts or who is
hired by Broker and who may, under that arrangement, receive or
have access to PHI agrees to the same restrictions and conditions
that apply to Broker with respect to PHI under this Agreement;

5) Within 15 days of Company's request, provide Company with any PHI
or information relating to PHI as deemed necessary by Company to
provide individuals with access to, amendment of and an accounting
of disclosures of their PHI;

6) Make Broker's records relating to use or disclosure of PHI
available to the Secretary of the United States Department of
Health and Human Services at his request to determine Company's,
or one of its Affiliate's, compliance with HIPAA; and

7) Upon termination of this Agreement and in accordance with
Company's instructions, either return or destroy all PHI Broker
maintains in any form, and retain no copies. If Company agrees
that such return or destruction is not feasible, Broker shall
extend these protections to the PHI beyond the termination of the
Agreement, in which case any further use or disclosure of the PHI
shall be solely for the purposes that make return or destruction
infeasible. Destruction without retention of copies is deemed not
feasible if prohibited by the terms of the Agreement or by
Applicable Laws, including record retention requirements of the
various applicable state insurance laws.

IX. Indemnification

A. Indemnification Provisions Except with respect to matters relating
to the joint distribution of Contracts, the following indemnification
provisions shall apply:

1) Company Indemnification. Company shall indemnify, defend and
hold harmless Broker from any and all losses, claims, judgments,
fines, penalties, damages, liabilities or amounts paid in a
settlement consented to by the Company (or any actions or
threatened actions in respect of any of the foregoing)
(collectively, the "Claims"), to which Broker may become subject,
insofar as such Claims: (a) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact
contained in the Prospectus, Registration Statements or any other
sales or offering materials furnished or approved in writing by
Company for any of the Contracts; or (b) arise out of or result
from any breach of any representation or warranty, covenant,
agreement obligation or undertaking in this Agreement by Company or
by any person or entity acting on behalf of or under

Page 25 of 36

the control of Company. Company shall further reimburse Broker for
any legal fees or other expenses actually and reasonably incurred
by it in connection with investigating, defending, being a witness
in or participating in (including an appeal) any Claim for which
indemnification is provided hereunder. Notwithstanding anything
contained herein to the contrary, Company shall not indemnify,
defend or hold harmless Broker against any Claim: (a) to the extent
that any such Claim arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged
omission made by Broker or any of its Affiliates or any of their
respective agents, Representatives, officers, directors or
employees when referring to or explaining a Prospectus,
Registration Statement or any other sales or offering materials;
(b) where an applicant for any of the Contracts was not furnished
or sent or given, at or prior to written confirmation of the sale
of a Contract, a copy of the appropriate Prospectus(es), any
statement of additional information, if required or requested, and
any supplements or amendments to either furnished to Broker by
Company or its Affiliates; or (c) if a judgment or other final
adjudication adverse to the Broker establishes that Broker's acts
were committed in bad faith, were the result of active and
deliberate dishonesty, were the result of willful misconduct or
gross negligence, or the Broker gained, in fact, a financial profit
or other advantage to which Broker was not legally entitled. The
foregoing indemnities shall, upon the same terms and conditions,
extend to and inure to the benefit of each director, trustee,
officer, agent and employee of Broker and any of its Affiliates,
and the foregoing exclusions from indemnification shall, upon the
same terms and conditions, extend to and inure to the benefit of
each director, trustee, officer, agent and employee of Company and
any of its Affiliates.

2) Broker Indemnification. Broker shall indemnify, defend and hold
harmless Company and its Affiliates against any Claims to which
Company or its Affiliates may become subject, insofar as such
Claims: (a) result from Company improperly paying any compensation
under this Agreement; (b) arise out of or are based upon any
negligent, improper, fraudulent or unauthorized acts or omissions
by Broker, its employees, agents, trustees, Representatives,
officers or directors, including but not limited to improper or
unlawful sales practices, any untrue statement or alleged untrue
statement of any material fact, any omission or alleged omission,
any unauthorized use of sales materials or advertisements and any
oral or written misrepresentations; or (c) arise out of or result
from any breach of any representation or warranty, covenant,
agreement, obligation or undertaking in this Agreement by Broker,
its Representatives, or by any other person or entity acting on
behalf of or under the control of Broker. Broker shall further
reimburse Company and its Affiliates for any legal fees or other
expenses actually and reasonably incurred by them in

Page 26 of 36

connection with investigating, defending, being witness in or
participating in (including an appeal) any Claim for which
indemnification is provided hereunder. Notwithstanding anything
contained herein to the contrary, Broker shall not indemnify,
defend or hold harmless Company and its Affiliates if an improper
payment of any compensation under this Agreement or a judgment or
other final adjudication adverse to Company or its Affiliates
establishes that Company's or its Affiliates' acts were committed
in bad faith, were the result of active and deliberate dishonesty,
were the result of willful misconduct or gross negligence, or
Company or its Affiliates gained, in fact, a financial profit or
other advantage to which Company or its Affiliates were not legally
entitled. The foregoing indemnities shall, upon the same terms and
conditions, extend to and inure to the benefit of each director,
trustee, officer, agent and employee of Company and its Affiliates,
and the foregoing exclusions from indemnification shall, upon the
same terms and conditions, extend to and inure to the benefit of
each director, trustee, officer, agent and employee of Broker and
its Affiliates.

B. Notice Promptly after receipt by an indemnified party (the
"Indemnitee") of notice of the commencement of any action, such
Indemnitee shall, if a Claim in respect thereof is to be made against
the indemnifying party (the "Indemnitor"), notify the Indemnitor in
writing of the commencement thereof; but the omission to notify the
Indemnitor shall not relieve the Indemnitor from any liability which
the Indemnitor may otherwise have to any Indemnitee.

C. Partial Indemnification In the event a party is entitled to
indemnification under this Agreement for some or a portion of Claims,
but not, however, for all of the total amount thereof (as finally
determined in an action for which indemnification is permitted
hereunder), then the Indemnitor shall indemnify the Indemnitee for the
portion thereof to which the Indemnitee is entitled.

D. Conduct of Defense With respect to any Claim as to which an
Indemnitee notifies an Indemnitor of the commencement thereof:

1) Participation. Indemnitee shall be entitled to participate
therein at the Indemnitee's own expense; and

2) Assumption of Defense. Except as otherwise provided below, to
the extent that the Indemnitor may wish, Indemnitor shall be entitled
to assume the defense thereof, with counsel selected by Indemnitor.
After notice from Indemnitor to Indemnitee of the Indemnitor's
election to assume the

Page 27 of 36

defense thereof, Indemnitor shall not be liable to Indemnitee under
this Agreement for any legal or other expenses subsequently incurred
by Indemnitee in connection with the defense thereof except as
otherwise provided below. Indemnitee shall have the right to employ
Indemnitee's own counsel in matters giving rise to such Claim, but
the fees and expenses of such counsel incurred after notice from
Indemnitee of its assumption of the defense thereof shall be at the
expense of Indemnitee unless (a) the employment of counsel by
Indemnitee has been authorized by Indemnitor in writing,
(b) Indemnitee's counsel shall have reasonably concluded that there
may likely be a conflict of interest between Indemnitor and
Indemnitee in the conduct of the defense of matters giving rise to
such Claim, or (c) Indemnitor shall not in fact have employed counsel
to assume the defense of such Claim, in each of which cases the fees
and expenses of counsel shall be at the expense of Indemnitor.
Indemnitor shall not be entitled to assume the defense of any Claim
brought by or on behalf of Indemnitor; and

3) Settlement. Indemnitor shall not be liable to indemnify
Indemnitee under this Agreement for any amounts paid in settlement of
any Claim effected without Indemnitor's written consent. Indemnitor
shall not settle any Claim in any manner which would impose any
penalty or limitation on Indemnitee without Indemnitee's written
consent. Indemnitee shall not unreasonably delay or withhold its
consent to any proposed settlement.

E. Subrogation In the event of any indemnification payment under this
Agreement, Indemnitor shall be subrogated to the extent of such
payment to all the rights of recovery of Indemnitee, who shall execute
all papers required and shall do everything that may be necessary to
secure such rights, including the execution of such documents
necessary to enable Indemnitor to effectively bring suit to enforce
such rights.

F. Receipt of Payment Anything to the contrary notwithstanding,
Indemnitor shall not be liable under this Agreement to make any
payment in connection with any Claim made against Indemnitee to the
extent Indemnitee has otherwise actually received payment of the
amounts otherwise indemnifiable hereunder.

G. Provisions Not to Control Notwithstanding anything in this Section
IX to the contrary, the terms and provisions of Section VI(C) shall
control in the event of any conflict or alleged conflict with this
Section IX.

Page 28 of 36

X. General Provisions

A. Term and Termination

1) Term. This Agreement shall continue in force for a term of one
year from the Effective Date and thereafter shall automatically be
renewed each year for a further one-year period, unless otherwise
terminated pursuant to Section X(A)(2) of this Agreement.

2) Termination. This Agreement shall terminate immediately upon
(a) Company or Broker ceasing to be a registered broker-dealer or
a member of the NASD or, (b) the termination of the legal
existence of Broker or an Agency, or the merger, consolidation,
reorganization, dissolution, receivership or bankruptcy of either,
or whenever the Broker or an Agency is no longer licensed under
Applicable Laws to solicit and procure applications for Contracts,
unless that Broker or Agency notifies the Company in writing at
least thirty (30) days' prior to the occurrence of any of the
above events and obtains written permission to continue on a basis
approved by the Company or, (c) Company or Broker unilaterally
terminating this Agreement with or without cause upon thirty
(30) days' prior notice of termination to the other party.

3) Continuing Obligations. Upon termination of this Agreement, all
agreements, authorizations, rights and obligations shall cease
except (a) those contained in Sections II(B)(19), V(A), VI, VIII,
IX, X(D), X(E), X(F), X(J), X(K), and X(S) hereof; and (b) the
obligation to settle accounts hereunder. Except with respect to
records required to be maintained by Broker pursuant to Rules
17a-3 and 17a-4 under the 1934 Act or other Applicable Laws,
Broker shall return to Company, within 30 days after the effective
date of termination, any and all records in its possession which
have been specifically maintained in connection with Company's
operations related to the Contracts.

B. Assignability

This Agreement shall not be assigned by either party without the
written consent of the other; provided, however, that Company may assign
this Agreement to any of its Affiliates at any time without notice or
consent. Any purported assignment in violation of this Section shall be
void.

Page 29 of 36

C. Amendments

No oral promises or representations shall be binding nor shall this
Agreement be modified except by an agreement in writing that expressly
refers to this Agreement and that has been executed on behalf of the
parties by a duly authorized officer of each of them. Notwithstanding the
foregoing, Company has the right to amend, modify and /or replace Exhibits
A and/or B at any time, to be effective as Company may direct, in its sole
discretion and without prior notice.

D. Notices

Any notice or consent required by this Agreement shall be in writing
and either (i) mailed by certified or registered mail, postage-prepaid,
return receipt requested, or (ii) sent by telefacsimile transmission and
followed by delivery via First Class U.S. mail, to such party at its
address and facsimile number set forth on the signature page below or to
such other address and/or facsimile number as such party may designate by
notice given in accordance herewith. Such notices or consents shall be
deemed duly delivered upon the date earlier of (i) two (2) Business Days
after having been deposited in the United States mail as hereinbefore set
forth, or (ii) upon sender's production of electronic confirmation of
transmission by telefacsimile. As used herein, the term "Business Day"
means each day of the week other than Saturdays, Sundays or federal legal
holidays.

E. Arbitration

1) When Arbitration Required. All disputes and differences between
the parties, other than those seeking injunctive relief or a
restraining order under this Agreement must be decided by
arbitration, in accordance with the rules of arbitration of the
NASD, regardless of the insolvency of either party, unless the
conservator, receiver, liquidator or statutory successor is
specifically exempted from an arbitration proceeding by Applicable
Laws.

2) Initiation of Arbitration. Either party may initiate arbitration
by providing written notification to the other party ("Arbitration
Demand"). Such Arbitration Demand shall set forth (a) a brief
statement of the issue(s), and (b) the failure of the parties to
reach agreement.

3) Arbitration Panel. The arbitration panel shall consist of three
(3) arbitrators. The arbitrators must be impartial and must be or
must have been officers of life insurance and/or securities
companies other than the parties or their affiliates.

Page 30 of 36

4) Selection of Arbitrators. Each party shall select an arbitrator
within thirty (30) days from the date of the Arbitration Demand.
If either party shall refuse or fail to appoint an arbitrator
within the time allowed, the party that has timely appointed an
arbitrator may notify the other party that, if it has not
appointed its arbitrator within the following ten (10) days, an
arbitrator shall be appointed on its behalf. The two
(2) arbitrators shall select the third arbitrator within thirty
(30) days of the appointment of the second arbitrator. If the two
(2) arbitrators fail to agree on the selection of the third
arbitrator within the time allowed, each arbitrator shall submit
to the other a list of three (3) candidates. Each arbitrator shall
select one name from the list submitted by the other and the third
arbitrator shall be selected from the two (2) names chosen by
drawing lots.

5) Procedure. The arbitrators shall interpret this Agreement as an
honorable engagement rather than merely as a legal obligation and
shall consider practical business and equitable principles as well
as industry custom and practice regarding the applicable insurance
and securities business. The arbitrators are released from
judicial formalities and shall not be bound by strict rules of
procedure and evidence.

6) Rules; Place for Meetings; Majority Vote. To the extent permitted
under the NASD rules of arbitration, the arbitrators shall
determine all arbitration schedules and procedural rules.
Organizational and other meetings shall be held in New York City,
New York, unless the arbitrators select another location. The
arbitrators shall decide all matters by majority vote.

7) Decision Final. The decisions of the arbitrators shall be final
and binding on both parties. The arbitrators may, at their
discretion, award costs and expenses, as they deem appropriate,
including but not limited to legal fees and interest. The
arbitrators may not award exemplary or punitive damages. Judgment
may be entered upon the final decision of the arbitrators in any
court of competent jurisdiction.

8) Fees and Expenses. Unless the arbitrators shall provide otherwise,
each party shall be responsible for (a) all fees and expenses of
its respective counsel, accountants, actuaries and any other
representatives in connection with the arbitration and
(b) one-half (1/2) of the expenses of the arbitration, including
the fees and expenses of the arbitrators.

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F. Governing Law; Venue; Jurisdiction

This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to New York choice of law
provisions.

G. Entire Understanding

This Agreement and the Exhibits and Schedules referenced and
incorporated herein constitute the complete understanding of the parties
and supersede in their entirety any and all prior agreements among the
parties with respect to the subject matter discussed herein. No oral
agreements or representations shall be binding.

H. No Third Party Beneficiaries

Company's and Broker's respective Affiliates shall each be third party
beneficiaries of this Agreement, entitled to enforce the provisions hereof
as if they were parties to this Agreement. Except as otherwise provided in
the preceding sentence, nothing in the Agreement shall convey any rights
upon any person or entity who or which is not a party to this Agreement.

I. Non-exclusivity

Broker, on its behalf and on behalf of each Agency, agrees that no
territory or product is assigned exclusively hereunder and that Company
and its Affiliates reserve the right in their discretion to enter into
selling agreements with other broker-dealers, and to contract with or
establish one or more insurance agencies in any jurisdiction in which
Broker transacts business hereunder. Broker's relationship with Company is
non-exclusive, and Broker is free to sell or solicit insurance and other
products issued or sold by other companies.

J. No Hire

For purposes of this Sub-section J only, the term "agent" shall include
all appointed agents and Representatives. The parties to this Agreement
acknowledge that each may have access to the names and identities of
agents of each party as a result of performing their respective
obligations under this Agreement, and that each may establish close
working relationships with such persons. Therefore, Broker for itself and
for each Agency on the one hand (for purposes of this Sub-section J,
"Selling Group"), and Company on the other hand, agree that while an agent
maintains his/her affiliation with each and for twelve (12) months after
such agent's termination of the affiliation for any reason:

Page 32 of 36

1) Selling Group shall not in any way, directly or indirectly, for
its own behalf or on behalf of any other person or entity,
solicit, entice, hire, employ or endeavor to employ or associate
with for business purposes any agent of Company. In addition
Selling Group acknowledges that Company's agents hold important
contractual and business relationships with Company and Selling
Group shall not (a) interfere in any way with the relationships,
contractual or otherwise, between Company and Company's agents, or
(b) induce or encourage, or attempt to induce or encourage, any
agent of Company to terminate or change his/her relationship with
Company.

2) Company shall not in any way, directly or indirectly, for its own
behalf or on behalf of any other person or entity, solicit,
entice, hire, employ or endeavor to employ or associate with for
business purposes any agent of Selling Group. In addition Company
acknowledges that Selling Group's agents hold important
contractual and business relationships with Selling Group and
Company shall not (a) interfere in any way with the relationships,
contractual or otherwise, between Selling Group and Selling
Group's agents, or (b) induce or encourage, or attempt to induce
or encourage, any agent of Selling Group to terminate or change
his/her relationship with Selling Group.

K. Waiver

L. Counterparts; Facsimile Signatures

This Agreement may be executed in counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
counterparts taken together shall constitute one and the same instrument.
A signature transmitted by facsimile machine or telecopier shall be deemed
to be an original signature hereunder.

M. Severability

If any provision of this Agreement is declared null, void or
unenforceable in whole or in part by any court, arbitrator or governmental
agency, said provision shall survive to the extent it is not so declared
and all the other provisions of the Agreement shall remain in full force
and effect unless, in each case, such declaration shall serve to deprive
any of the parties hereto of the fundamental benefits of this Agreement.

Page 33 of 36

N. Headings

The various section headings used in this Agreement are for convenience
of reference only and are in no way intended to describe, interpret,
define or limit the scope, extent or intent of this Agreement or any of
its provisions.

O. Further Assurances

Each of the parties shall from time to time at the reasonable request
of the other party and without further cost or expense to such other
party, execute and deliver or cause to be executed and delivered such
other instruments and take such other related action, as may be necessary,
to more effectively consummate the terms and provisions of this Agreement.

P. Construction

Whenever the singular number is used in this Agreement and when
required by the context, the same shall include plural and vice versa, and
the masculine gender shall include the feminine and neuter genders and
vice versa.

Q. Recitals

The Recitals set forth in this Agreement are hereby deemed to be
material provisions of this Agreement and are hereby incorporated into and
made a part of this Agreement.

R. Representation by Counsel

All parties hereto have been represented or have had the opportunity to
be represented by counsel in connection with the negotiation and
preparation of this Agreement. Therefore, this Agreement shall be
construed without regard to any presumption against the party drafting the
same.

Page 34 of 36

S. Trademarks

Neither party may use the other party's trademarks, service marks,
trade names, logos, or other commercial or product designations
(collectively, "Marks") for any purpose whatsoever without the prior
written consent of the other party.

1) Permission not Implied. Nothing in this Agreement shall be
construed as prior written consent to permit (i) any party to use
the Marks of the other party, or (ii) any other individual or
entity to use the Marks of any party.

2) UFS. Nothing contained in this Agreement shall be construed as
conferring upon Broker or Representatives any right to use or
refer to in advertising, publicity, promotion, marketing or other
activities, any Marks, or any other designation or likeness of any
of the Peanuts(R) characters or any other character licensed by
United Feature Syndicate (including any contraction, abbreviation
or simulation of any kind of the foregoing) without prior express
permission from United Feature Syndicate, which Broker and
Representatives must obtain through Company.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Page 35 of 36

In reliance on the representations set forth and in consideration of the
undertakings described, the parties represented below do hereby contract and
agree.

"COMPANY"
METROPOLITAN LIFE INSURANCE
COMPANY

By
--------------------------

----------------------------------
Print Name & Title

Date
--------------------------

Address:
----------------------------------
----------------------------------
----------------------------------
Fax #:
--------------------------

"BROKER"

(double left angle quote)BDName(double right angle quote)

By
--------------------------

----------------------------------
Print Name & Title

Date
--------------------------

Address:
----------------------------------
----------------------------------
----------------------------------
Fax #:
--------------------------

Page 36 of 36

EXHIBIT A

Schedule of Variable Product and Compensation

[LOGO] MetLife(R)

Group Variable Universal Life (GVUL) Commission Arrangement

MetLife offers commission arrangements tailored to the needs of the broker*.
There are several payout formulas to choose from as well as the flexibility to
exchange renewal commissions for additional compensation in the first year.

Commission arrangement (payments to broker/dealer)

Option First Year Commission + Renewal Commission**
------ ------------------------------------------------- -------------------------------------------------

1 18% of cost of insurance + 1% of investment 3% of cost of insurance + 1 of investment
premium, administration fee and load premium, administration fee and load
or 3% of cost of insurance + 25 basis points of
average cash value

2 5% of cost of insurance + 1% of investment 5% of cost of insurance + 1 of investment
premium, administration fee and load premium, administration fee and load
or 5% of cost of insurance + 25 basis points of
average cash value

3 10% of cost of insurance + 1% of investment 10% of cost of insurance + 1 of investment
premium, administration fee and load premium, administration fee and load
or 10% of cost of insurance + 25 basis points of
average cash value

4 15% of cost of insurance + 1% of investment 15% of cost of insurance + 1 of investment
premium, administration fee and load premium, administration fee and load
or 15% of cost of insurance + 25 basis points of
average cash value

* Compensation described in this Summary is only available to entities that
have executed selling agreements with Metropolitan Life Insurance Company
for the sale of GVUL. To the extent that there is any conflict or
inconsistency between this Summary and such selling agreement, the terms of
the selling agreement will govern.

FOR BROKER/DEALER USE ONLY

Ex. C - Page 1 of 22

EXHIBIT B

Schedule of Fixed Product and Compensation

Ex. C - Page 2 of 22

EXHIBIT C

METLIFE'S ENTERPRISE

REWRITTEN BUSINESS (RWB)

RULES

Effective June 1, 2002

(Revised May 9, 2003)

TABLE OF CONTENTS

Guiding Principles, Suitability, & Application of the Rules........... Page 4

Key Terms & Definitions as Applied to Rewritten Business Rules........ Page 6

Rules for Money Coming into a New Life Policy......................... Page 7

Rules for Money Coming into a New Annuity............................. Page 10

Rules for Money Coming into a New Mutual Fund/WRAP.................... Page 11

Additional Rules That Apply........................................... Page 12

Examples.............................................................. Page 14

Ex. C - Page 3 of 22

GUIDING PRINCIPLES FOR REWRITTEN BUSINESS

The objective of this document is to provide information on MetLife's
enterprise-wide Rewritten Business (RWB) Rules. These rules were designed based
the following guiding principles:

1. Support suitable change that is driven by the best interest and needs
of the customer.

2. Enterprise Consistency - Apply the same rules for all business done by
all producers in the MetLife family of distribution franchises.

3. Generally pay full compensation for increase in premium and reduced
compensation for replaced premium, regardless of source.

4. Fairness - Provide fair compensation for internal, Enterprise-wide
replacement transactions that are done with the best interest and
needs of the client in mind and in accordance with industry practices
and regulatory requirements.

These new rules apply to payment of First Year Compensation. In general, Asset
Trail, TLP and renewal commissions will not be affected.

SUITABILITY, FIRST & FOREMOST

. The recommendation should be supported by a thorough fact-find and needs
analysis.

. The new product should clearly meet the customer's financial and
personal goals, and this should be readily evident to the customer.

. The benefits of the new product should clearly outweigh the costs and
consequences of replacing or switching the existing product.

. The pros and cons of the proposed transaction should be discussed
completely with the customer.

. Proper disclosure of the replacement or switch must be made to the
customer and ALL Company and state requirements must be strictly adhered
to with regard to Rewritten Business.

Ex. C - Page 4 of 22

WHEN DO THE REWRITTEN BUSINESS RULES APPLY?

These rules apply in the following circumstances as defined by key terms and
definitions presented in the following section of this document:

. When an Existing Product is rewritten by New Product; or

. When funds from an Existing Product are used to fund a deposit into
another Existing Product; or

. When an Existing Product is rewritten by a non-enterprise New Product
sponsored by, or sold through the enterprise (e.g., products available
through the MetLife General Agency.)

Ex. C - Page 5 of 22

KEY TERMS & DEFINITIONS AS APPLIED TO REWRITTEN BUSINESS RULES

New Product is any protection or investment product, policy or contract, which
rewrites, in whole or part, an Existing Product.

1) For Protection Products, the Rewritten Business Window is 6 months
prior to and 12 months after the Date of Part A of a New Product.

2) For Investment Products, the Rewritten Business Window is 3 months
prior to and 3 months after the issue date of a New Product or a
deposit into an Existing contract.

Ex. C - Page 6 of 22

RULES FOR MONEY COMING INTO A NEW LIFE POLICY

Permanent to Permanent / Term to Term / Permanent to Term Life

Full First-Year Commissions will be paid on the part of the New premium in the
New Product that exceeds the premium level of the Old Product.

. Partial First-Year Commissions will be paid on premium dollars in the
New Product up to the premium level of the Old Product. The partial
commission payable will be determined based on the age of the old policy
being rewritten. This applies to "roll-overs" directly into the Cash
Value and Paid-Up Riders. Please refer to the table below.

Percent of Normal FYC
----------------------------------
Years
Old Policy Has Up to Old Premium Above Old Premium
Been In-force Level /(1)/ Level
-------------- ----------------- -----------------

Less Than 5 0% 100%
5 but less than 6 25% 100%
6 but less than 7 30% 100%
7 but less than 8 35% 100%
8 but less than 9 40% 100%
9 but less than 10 45% 100%
10 or more 50% 100%

(1) Also applies to old money rolled over into an accumulation fund (e.g,
Excess Premium), or whole life riders (e.g, VABR).

. For Existing Term insurance sold after 01/01/2001. When existing term
insurance that was sold after 01/01/2001 is replaced by a new term
policy, the "Up to Old Premium Level" percentages in the table above
would be doubled.

. Premium Doubling Rule. Should the New Policy base premium at least
double that of the Old Policy base premium AND the Old Policy is at
least 5 years old, full commission will be paid on all premium dollars
related to the base premium of the New Policy. Any Old Money rolled over
into an accumulation fund (e.g, Excess Premium), or whole life riders
(e.g, VABR) will be commissioned based on the above table.

. Normal Renewals will be paid based on published schedules of renewals
for the New Policy being written.

. A Persistency Adjustment will apply to offset the "lapse" of the Old
Product that is being rewritten under the Traditional Life Persistency
(TLP) arrangement. This adjustment will apply if the Old Product being
rewritten is a traditional life policy, has been in force for 5 years or
more, and the commissions on the New Product are adjusted under the
Rewritten Business Rules.

. No Commissions are paid for "Saving" cases.

Ex. C - Page 7 of 22

. Term Insurance receives the "Percent of Normal FYC" scale if rewritten,
unless it is in the last 2 years of the level premium guarantee period,
in which case 100% of normal FYC is payable.

Ex. C - Page 8 of 22

Term to Permanent

. Term-to-permanent commission payments are determined by the conversion
rules of the Old Product. For a replacement of a term policy by a
permanent policy, where no term conversion is available, full
commissions will be paid on the permanent policy.

Annuities/Mutual Fund/WRAP Account to Life

Full first-year commissions will be paid when money is coming from an Old
Investment Product and going towards a New Protection Product, except for
Annuities with surrender/withdrawal charges.

Ex. C - Page 9 of 22

RULES FOR MONEY COMING INTO A NEW ANNUITY

Fixed to Fixed Annuity / Fixed to Variable Annuity / Variable to Fixed Annuity

.. Full commissions will be paid on New Money included within the New Deposit.

.. No Commissions will be paid on the Old Money included within the New
Deposit if a surrender/withdrawal charge was assessed on the old contract.

Variable Annuity to Variable Annuity

.. Full commissions will be paid on New Money included within the New Deposit.

.. No Commissions will be paid on any Old Money included within the New
Deposit.

Mutual Fund or WRAP Account to Fixed or Variable Annuity

.. Full commissions will be paid on all money being deposited.

Permanent Life Insurance to Fixed or Variable Annuity

.. Full commissions will be paid on New Money included within the New Deposit.

.. Full first-year commission will be paid on Old Money included within the
New Deposit if the life insurance policy has been in force at least 10
years.

.. No first year commission paid on Old Money included in the New Deposit if
the life insurance policy has been in force for less than 10 years.

Special Rules Applicable to Annuities

.. No commissions will be payable on company-sponsored exchanges or similar
exchanges sponsored by MetLife affiliates.

.. Stretch/ Decedent XXX. If the annuity is an XXX contract and the
beneficiary elects a stretch/decedent XXX, no commissions will be paid or
credited.

.. Spousal Transfers. If the spouse is the primary beneficiary of the annuity
death claim, and he elects to retain the proceeds in his/her name and
become the annuitant/owner of the existing contract, no commission will be
paid or credited. If the annuity death proceeds are moved to a new annuity,
instead of using the spousal assumption/continuation provisions, the same
RWB Rules for Old Money coming into a new Annuity will apply. Full
first-year commission will be paid on New Money.

Ex. C - Page 10 of 22

RULES FOR MONEY COMING INTO A NEW MUTUAL FUND/WRAP

One Mutual Fund Family/WRAP to Another Mutual Fund Family/WRAP

.. Full first-year commissions will be paid, provided a properly executed
"Mutual Fund Switch Letter," signed by the client, the Financial Services
Representative and his manager, is submitted as part of the transaction.

Exchanges Within the Same Mutual Fund Family

.. Full first-year commission will be paid on any amount of New Money.

Annuity To Mutual Fund/Wrap Account

.. Full commission will be paid on New Money.

.. Full first-year commission will be paid when a mutual fund or WRAP account
rewrites an annuity that is out of the surrender charge period.

.. No commission will be paid on the Old Money if the annuity is subject to a
surrender/withdrawal charge.

Permanent Life Insurance to Mutual Funds/WRAP Accounts

.. Full commissions will be paid on New Money included within the New Deposit.

.. Full first-year commission will be paid on Old Money included within the
New Deposit if the life insurance policy has been in force at least 10
years.

.. No first year commission paid on Old Money included in the New Deposit if
the life insurance policy has been in force for less than 10 years.

Ex. C - Page 11 of 22

ADDITIONAL RULES THAT APPLY

1) a loan is taken out on an Existing Policy resulting in the total
outstanding loan on that policy to be equal to 80% or more of the
total loan value on that policy, and

Remember that it is against Company policy to recommend policy loans to help
fund the purchase of an equity product.

Ex. C - Page 12 of 22

Ex. C - Page 13 of 22

EXAMPLES

Example of How The Table Works:

Percent of Normal FYC
----------------------------------
Years
Old Policy Has Up to Old Premium Above Old Premium
Been In-force Level /(1)/ Level
-------------- ----------------- -----------------

Less Than 5 0% 100%
5 but less than 6 25% 100%
6 but less than 7 30% 100%
7 but less than 8 35% 100%
8 but less than 9 40% 100%
9 but less than 10 45% 100%
10 or more 50% 100%

(1) Also applies to old money rolled over into an accumulation fund (e.g,
Excess Premium), or whole life riders (e.g, VABR).

Assumptions:

.. New Policy FYC Rate is 50%

.. Old Policy in-force for 7 1/2 years (cross table at "7 but less than 8"
years in-force row)

Results:

.. FYC Rate on New Premium up to the Old Premium level = 17.5% (which is
normal FYC Rate 50% x 35% - the % from the chart above)

.. FYC Rate for New Premium above Old Premium level = 50% (New Money, gets
full FYC)

Ex. C - Page 14 of 22

Examples of a Life to Life Rewritten Policy

Example 1: Old policy and New Policy have same premium.

Old Policy New Policy
.. In-force for 9 years . New Premium of $1,000
.. Premium of $1,000 . Normal FYC rate of 50%
.. $0 net cash value

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,000 - $1,000) = $ 0.00
---------
TOTAL FYC = $225.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. No FYC on New Premium above Old Premium level because New Premium minus Old
Premium is $0.

Example 2: New Policy has $500 more premium than old policy.

Old Policy New Policy
.. In-force for 9 years . New Premium of $1,500
.. Premium of $1,000 . Normal FYC rate of 50%
.. $0 net cash value

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,500 - $1,000) = $250.00
---------
TOTAL FYC = $475.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. FYC on New Premium above Old Premium calculated as above because New
Premium minus Old Premium is $500.

Ex. C - Page 15 of 22

Example 3: New Policy has $500 more premium than old policy, and additional
$10,000 of Old Policy Cash Value also being rolled over into new policy.

Old Policy New Policy
.. In-force for 9 years . New Premium of $1,500
.. Premium of $1,000 . Normal FYC rate of 50%
.. $10,000 net cash value (Rolled
Over to New Policy)

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,500 - $1,000) = $250.00
.. FYC on net Cash Value from Old Policy =2% x 45% x $10,000 = $ 90.00
---------
TOTAL FYC = $565.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. FYC on New Premium above Old Premium calculated as above because New
Premium minus Old Premium is $500.

.. Multiply as shown above for Old Money ($10,000) rolled over to new policy.

Example 4: Same as example 3, BUT assume $10,000 of Old Policy Cash Value is
surrendered by owner (i.e., not rolled over into the new policy.)

Old Policy New Policy
.. In-force for 9 years . New Premium of $1,500
.. Premium of $1,000 . Normal FYC rate of 50%
.. $10,000 net cash value (NOT
rolled over)

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1,000 = $225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,500 - $1,000) = $250.00
.. FYC on net Cash Value from Old Policy ("Old Money") = $ 0.00
---------
TOTAL FYC = $475.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table ( 9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. FYC on New Premium above Old Premium calculated as above because New
Premium minus Old Premium is $500.

.. Since the owner of the contract surrendered the policy, no premium dollars
came into the new Policy from "Old Money." Hence, No FYC would be paid on
Old Money.

Ex. C - Page 16 of 22

Example 5: Same as example 3, BUT $2,500 New Policy Premium. This would cause
the Premium Doubling Rule to take effect.

Old Policy New Policy
.. In-force for 9 years . New Premium of $2,500
.. Premium of $1,000 . Normal FYC rate of 50%
.. $10,000 net cash value (Rolled
over into New Policy)

Results:

.. FYC on All New Premium = 50% x $2,500 = $1,250.00
.. FYC on net Cash Value from Old Policy ("Old Money") = 2% x 45% x $10,000 = $ 90.00
-----------
TOTAL FYC = $1,340.00

How did we get there?

.. The New base premium is at least double that of the Old base premium,
therefore the Premium Doubling Rule applies and Full FYC will be paid on
the New Policy base premium.

.. The Old Money rolled into the New Policy will receive FYC based on the
Table.

Example 6 - Annuity/Mutual Fund/WRAP to Life: $20,000 from an annuity is rolled
over into the PUAR of a new life policy, which has a premium of $500.

Old Contract New Policy
.. $20,000 in Old Contract (Rolled . $500 New Premium
into PUAR) . FYC is 50%
.. No Surrender Charges

Results:

.. FYC Rate of new premium is 50% (50% x 500 = $250) = $250.00
.. FYC on PUAR is 3% ($20,000 x 3% = $600) = $600.00
---------
TOTAL FYC = $850.00

How did we get there?

.. Full FYC is paid when money is coming from an "old" Investment & Income
product into a "new" Protection product.

.. Old contract was out of the surrender charge period.

Ex. C - Page 17 of 22

Examples of an Annuity to Rewritten Annuity Contract

Example 7: Old annuity is out of the surrender charge period.

Old Contract New Contract
.. $100,000 Old Contract . $100,000 New Contract
Surrender Deposit
.. No Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit ($100,000 x 6% = $6,000)
.. FYC Rate of GDC is 35% of $6,000 = $2,100
.. 1/2 FYC on entire deposit = 50% x $2,100 = $1,050.00
-----------
TOTAL FYC = $1,050.00

How did we get there?

.. Since there were no surrender charges and no New Money deposited, half the
FYC is paid on the deposit.

Example 8: Same as Example 7, but assume additional $10,000 new deposit.

Old Contract New Contact
.. $100,000 Old Contract . $110,000 New Contract
Surrender Deposit
.. No Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Results:

How did we get there?

Ex. C - Page 18 of 22

Example 9: Same as Example 7, but old contract is still in the surrender charge
period.

Old Contract New Contact
.. $100,000 Old Contract . $100,000 New Contract
Surrender Deposit
.. Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit
.. FYC Rate of GDC is 35%
.. FYC on rollover deposit ($100,000 x 6% x 35% x 0% = $0) = $0.00
-------
TOTAL FYC = $0.00

How did we get there?

.. Since the old contract was still in the surrender charges no FYC will be
paid.

Example 10: Same as Example 8, but old contract is still in the surrender
charge period.

Old Contract New Contact
.. $100,000 Old Contract . $110,000 New Contract
Surrender Deposit
.. Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Results:

How did we get there?

Ex. C - Page 19 of 22

Examples of a Mutual Fund/WRAP to a Rewritten Mutual Fund/Wrap

Old Fund New Fund
.. $3,000 in Old Fund . $3,000 New Fund Deposit
. GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit ($3,000 x 6% = $180)

.. FYC Rate of GDC is 35%

.. Full FYC on fund family change $3,000 x6% x35% = $63.00

How did we get there?

.. Since the old and new funds were from different fund families, full FYC is
paid.

T. IMPORTANT NOTE

.. If, in this example, the new fund family was the same as the old family, NO
FYC would be payable.

Example 12: Same as Example 11, but additional $1,000 "New Money," where new
fund is from the same fund family as old fund.

Old Fund New Fund
.. $3,000 in Old Fund . $4,000 New Contract
Deposit
. GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. No FYC on "Old Money"

.. Full FYC on "New Money" ($4,000 - $3,000) x 6% x 35% = $21.00

How did we get there?

.. Full FYC is paid on "New Money" only.

Ex. C - Page 20 of 22

Examples of a Life to Annuity, Mutual Fund, or WRAP

Example 13: Life policy in-force 10 or more years, no New Money. Full FYC is
paid on "Old Money."

Old Policy New Contract/Fund
.. $2,000 cash surrender . $2,000 New Contract/Fund
value in Old Policy Deposit
.. Policy in-force 12 years . GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. Full FYC on deposit into new fund/contract ($2,000 x 6% x 35% = $42)

Example 14: Life policy in-force less than 10 years, no New Money. No FYC is
paid on Old Money.

Old Policy New Contract/Fund
.. $2,000 cash surrender . $2,000 New Contract
value in Old Policy Deposit
.. Policy In-force 8 years . GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. No FYC on "Old Money" ($2,000 - $2,000) x 6% x 35% x 0% = $0.00

Ex. C - Page 21 of 22

Example 15: Life policy in-force less than 10 years, $1,000 New Money deposited
into contract/fund. Full FYC is paid on "New Money" only.

Old Policy New Contract/Fund
.. $2,000 cash surrender value in Old . $3,000 New Contract Deposit
Policy . GDC Rate of 6%
.. Policy In-force 8 years . FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. Full FYC on "New Money" ($3,000 - $2,000) x 6% x 35% = $21.00

.. $0 GDC on old policy cash surrender value.

Example 16: Life policy in-force 10 or more years, $1,000 of New Money
deposited into contract/fund. Full FYC is paid on the "Old Money" AND "New
Money."

Old Policy New Contract/Fund
.. $2,000 cash surrender value in Old . $3,000 New Contract
Policy Deposit
.. Policy In-force 12 years . GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. Full FYC on deposit into new contract/fund $3,000 x 6% x 35% = $63.00

Ex. C - Page 22 of 22

EXHIBIT D

ASSOCIATED INSURANCE AGENCY

The Broker/Dealer named below ("Broker"), having executed a Sales Agreement
(the "Agreement") by and between Broker, and Metropolitan Life Insurance
Company and ____________________ (collectively "Company") dated __________
that, among other things, provides for sales of Company's or its Affiliates'
Variable Contracts through a designated associated insurance agency or
agencies, hereby designates the associated insurance agency (the "Associated
Insurance Agency") named below as its Agency (as that term is defined in the
Agreement) pursuant to Section II(B) thereof. By signing this Exhibit D, each
of Broker and the Associated Insurance Agency hereby represents and warrants
that the Associated Insurance Agency is and will remain qualified to serve as
an Agency in accordance with the terms of the Agreement. The Associated
Insurance Agency hereby acknowledges that it has received a copy of the
Agreement, that it has reviewed the Agreement and understands all of its terms,
covenants and agreements, that it has had the opportunity to consult with
counsel of choice relative thereto and that it agrees to be bound by and
subject to the terms of the Agreement.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED
BY THE PARTIES

-----------------------------------
Broker/Dealer

By:
---------------------------

-----------------------------------
Print Name & Title

-----------------------------------
(Tax Identification Number)

-----------------------------------
Associated Insurance Agency Name

By:
---------------------------

-----------------------------------
Print Name & Title

-----------------------------------
(Tax Identification Number)

Ex. D - Page 1 of 1

METLIFE INVESTORS DISTRIBUTION COMPANY

SALES AGREEMENT

TABLE OF CONTENTS

I. DEFINITIONS........................................................... 1

II. AUTHORIZATION, REPRESENTATIONS, AND COVENANTS OF METLIFE.............. 4

III. REPRESENTATIONS AND COVENANTS OF BROKER............................... 5

IV. COMPLIANCE WITH APPLICABLE LAW........................................ 10

4.1 APPLICABLE LAW.................................................. 10

4.2 ANTI-MONEY LAUNDERING AND CUSTOMER IDENTIFICATION............... 10

V. PRINCIPLES OF ETHICAL MARKET CONDUCT.................................. 11

VI. COMPENSATION.......................................................... 11

VII. COMPLAINTS AND INVESTIGATIONS......................................... 13

VIII. RECORDS AND ADMINISTRATION............................................ 13

IX. CUSTOMER INFORMATION AND PROTECTED HEALTH INFORMATION................. 14

9.1 CUSTOMER INFORMATION............................................ 14

9.2 PROTECTED HELATH INFORMATION ("PHI")............................ 14

9.3 PRIVACY NOTICES AND AUTHORIZATION............................... 15

X. CONFIDENTIAL INFORMATION.............................................. 15

10.1 CONFIDENTIAL INFORMATION....................................... 15

10.2 RETURN OF CONFIDENTIAL INFORMATION............................. 15

10.3 DAMAGES........................................................ 15

XI. INDEMNIFICATION....................................................... 16

XII. GENERAL PROVISIONS.................................................... 17

12.1 TERM AND TERMINATION........................................... 17

12.2 ASSIGNABILITY.................................................. 18

12.3 AMENDMENTS..................................................... 18

12.4 NOTICES........................................................ 18

12.5 ARBITRATION.................................................... 18

12.6 GOVERNING LAW.................................................. 19

12.7 ENTIRE UNDERSTANDING........................................... 19

12.8 THIRD PARTY BENEFICIARIES...................................... 19

12.9 NON-EXCLUSIVITY................................................ 19

12.10 NON-SOLICITATION OF EMPLOYEES AND AGENTS....................... 20

12.11 WAIVER......................................................... 20

12.12 COUNTERPARTS................................................... 20

12.13 SEVERABILITY................................................... 20

12.14 TRADEMARKS..................................................... 20

12.15 PREPARATION OF CERTIFICATES.................................... 20

12.16 PARTIES' CONTROL OF BUSINESS AND OPERATIONS.................... 20

METLIFE INVESTORS DISTRIBUTION COMPANY

SALES AGREEMENT

This agreement, including the exhibits attached hereto (collectively the
"Agreement") is made, entered into and effective as of __________________,
2008, ("Effective Date") by and among MetLife Investors Distribution Company, a
Missouri corporation ("MLIDC"), and ________________________, (the "Broker")
that is registered as a broker dealer with the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as amended, (the
"1934 Act") and a member of the Financial Industry Regulatory Authority
("FINRA") and is also either licensed as an insurance agency or is affiliated
with one or more validly licensed insurance agencies.

WITNESSETH:

WHEREAS, MLIDC and its Affiliates (as hereafter defined) issue or provide
access to certain insurance and financial products;

WHEREAS, Broker sells and services insurance and financial products and wishes
to sell and service certain of MLIDC's and its Affiliates insurance and
financial products;

WHEREAS, MLIDC proposes to compensate Broker for such sales and servicing;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:

ARTICLE I.
DEFINITIONS

Section 1.1. The following terms, when used in this Agreement, shall have the
meanings set forth in this Article I. Other terms may be defined throughout
this Agreement. Definitions shall be deemed to refer to the singular or plural
as the context requires:

(a) Affiliate - Any entity that directly or indirectly controls, is
controlled by or is under common control with MLIDC or Broker, as
applicable, including, without limitation, any entity that owns 25% or
more of the voting securities of any of the foregoing and any entity
that is a subsidiary of any of the foregoing.

(b) Agency - Those agencies identified in Exhibit D hereto, which are
properly licensed to participate in the business of insurance.

(d) Business Day - Any day other than a Saturday, Sunday or a federal
legal holiday.

Page 1 of 21

(e) Confidential Information - Includes without limitation,
(i) statistical, premium rate and other information that is identified
by MLIDC as commercially valuable, confidential, proprietary or a
trade secret, including but not limited to information regarding
MLIDC's systems and rating methodology; and (ii) any information
identified in writing by a party as confidential at the time the
information is divulged to the other party.

Confidential Information does not include any information, written or
oral, which (i) at the time of disclosure or thereafter is generally
available in the public domain (other than as a result of a disclosure
in violation of this Agreement), (ii) has been received, obtained,
developed or created by the receiving party independently from the
performance of its obligations under this Agreement, or (iii) was made
available to the receiving party on a non-confidential basis from a
source other than the disclosing party, provided that such source is
not and was not bound by an independent obligation of confidentiality.

(f) Contracts - Those contracts and policies that are identified on
Exhibits A and B attached hereto, which Exhibits may be amended at any
time by MLIDC in its sole discretion.

(g) Customer Complaint - Shall have the meaning given to such term in
Section 7.2 of this Agreement.

(h) Customer Information - Information in electronic, paper or any other
form that Broker or its representatives obtained, had access to or
created in connection with its obligations under this Agreement
regarding individuals who applied for or purchased MLIDC products.
Customer Information includes Nonpublic Personal Information, as
defined below in paragraph (j), and Protected Health Information, as
defined in paragraph (m). Customer Information may also include, but
is not limited to, information such as the individual's name, address,
telephone number, social security number, as well as the fact that the
individual has applied for, is insured under, or has purchased a MLIDC
product. Customer Information does not, however, include information
that is (i) generally available in the public domain (other than as a
result of a disclosure in violation of this Agreement) and is derived
or received from such public sources by Broker; (ii) received,
obtained, developed or created by the Broker independently from the
performance of its obligations under this Agreement; (iii) disclosed
to the Broker by a Third Party, provided such disclosure was made to
Broker without any violation of an independent obligation of
confidentiality or Applicable Law.

(i) HIPAA - The Health Insurance Portability and Accountability Act of
1996, as now in force or hereafter amended, and all related
regulations.

(j) Nonpublic Personal Information - Nonpublic personal information means
financial or health related information by which a financial
institution's consumers and customers are individually identifiable,
including but not limited to nonpublic personal information as defined
by Title V of the Xxxxx-Xxxxx-Xxxxxx Act and regulations adopted
pursuant to the Act.

Page 2 of 21

(k) Non-variable Contracts - Those Contracts that include, without
limitation, non-variable rate annuity contracts, non-variable life
insurance policies, long term care insurance and other fixed insurance
contracts, issued by MLIDC or its Affiliates, as identified in Exhibit
B, which Exhibit may be amended at any time by MLIDC in its sole
discretion.

(l) Prospectus - The prospectuses and statements of additional information
included within the Registration Statements referred to herein or
filed pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940, as amended.

(m) Protected Health Information ("PHI") - Information related to
individuals who have applied for, have purchased or are insured under
MLIDC products that are considered to be health plans subject to
HIPAA, such as MLIDC's long-term care insurance policies and riders,
for the purposes of this Agreement and, consistent with regulations
issued pursuant to HIPAA. PHI is defined as individually identifiable
information that is transmitted or maintained in any medium and
relates to: the past, present or future physical or mental health or
condition of an individual; the provision of health care to an
individual; or future payment for the provision of health care to the
individual. This definition of PHI includes demographic information
about the individual, including, but not limited to, names, geographic
subdivisions smaller than a state (including but not limited to street
addresses and ZIP codes); all elements of dates (except year) for
dates directly related to an individual, including but not limited to
birth date; telephone numbers; fax numbers; electronic mail (E-mail)
addresses; Social Security numbers; medical record numbers; health
plan beneficiary numbers; account numbers; certificate/license
numbers; vehicle identifiers and serial numbers, including license
plate numbers; device identifiers and serial numbers; Web Universal
Resource Locators; Internet Protocol address numbers; biometric
identifiers, including finger and voice prints; full face photographic
images and any comparable images; and any other unique identifying
number, characteristic, or code.

(n) Registration Statements - Registration statements and amendments
thereto filed with the SEC relating to the Variable Contracts,
including those for any underlying investment vehicle or variable
insurance rider.

(o) Representatives - Those individuals, accepted by MLIDC or its
Affiliates to solicit and sell Contracts under the terms of this
Agreement, who are licensed and appointed as a life insurance agent of
MLIDC or its Affiliates, and with respect to registered products, are
also registered with Broker in compliance with the 1934 Act.

(p) Third Party - A party that is not a signatory to this Agreement.

(q) Variable Contracts - Those Contracts that include variable life
insurance policies, variable annuity contracts, variable insurance
riders and other variable insurance contracts, issued by MLIDC or its
Affiliates, as identified in Exhibit A, which Exhibit may be amended
at any time by MLIDC in its sole discretion.

(r) 1933 Act - The Securities Act of 1933, as amended.

(s) 1934 Act - The Securities Exchange Act of 1934, as amended.

Page 3 of 21

ARTICLE II
AUTHORIZATIONS, REPRESENTATIONS, AND COVENANTS OF MLIDC

Section 2.1. Authorization. MLIDC represents that it is duly authorized, on
behalf of itself and each Affiliate that issues or provides access to the
Contracts, to enter into this Agreement with Broker to distribute such
Contracts.

Section 2.2. Solicitation of Applications.

(a) Solicit Non-variable Contract Applications. MLIDC authorizes Broker
through its Representatives to solicit applications for the
Non-variable Contracts, provided that (i) Broker shall not solicit
applications for Non-variable Contracts except in those states where
it and its Representatives are appropriately licensed; (ii) in which
the Non-variable Contracts are qualified for sale under Applicable
Law; and (iii) Broker complies in all other respects with the
published policies and procedures of MLIDC or its Affiliates, as
applicable, and with the terms of this Agreement.

(b) Solicit Variable Contract Applications. MLIDC authorizes Broker
through its Representatives to offer and sell the Variable Contracts,
provided that (i) Broker shall not solicit applications for Variable
Contracts except in those states where it is and its Representatives
are appropriately licensed; (ii) there is an effective Registration
Statement relating to such Variable Contracts; (iii) such Variable
Contracts are qualified for sale under Applicable Law in such state in
which the sale or solicitation is to take place; and (iv) Broker
complies in all other respects with the published policies and
procedures of MLIDC and its Affiliates, and with the terms of the
Agreement.

Section 2.3. Required Notices to Broker. MLIDC shall notify Broker or its
designee of the issuance by the SEC of any stop order with respect to a
Registration Statement or the initiation of any proceeding by the SEC relating
to the registration and/or offering of Variable Contracts and of any other
action or circumstances that makes it no longer lawful for MLIDC or its
Affiliates to offer or issue one or more of Variable Contracts. MLIDC shall
advise Broker of any revision of or supplement to any Prospectus related to the
Variable Contracts or underlying investments of such Variable Contracts.

Section 2.4. Rights of MLIDC. Without limiting MLIDC and its Affiliates
absolute control of their business and operations or other rights under this
Agreement, MLIDC and its Affiliates shall specifically retain authority to:

a) refuse for any reason to appoint a Representative and cancel any
existing appointment at any time;

b) direct the marketing of its financial and insurance products and
services;

c) refuse to issue any Product;

d) underwrite all insurance policies issued by it;

e) cancel risks;

f) handle all matters involving claims adjusting and payment;

g) prepare all policy forms and amendments;

h) maintain custody of, responsibility for and control of all
investments; and

i) withdraw a Contract from sale or change or amend a Contract at MLIDC's
discretion.

Page 4 of 21

Section 2.5. Broker's Access to Copies of Documents. During the term of this
Agreement, MLIDC shall provide Broker, without charge and when applicable, with
as many copies of the Contract prospectus(es), current underlying mutual fund
prospectus(es), statements of additional information and applications for the
Contracts, as Broker may reasonably request. Upon receipt from MLIDC of updated
copies of the Contract prospectus(es), current underlying mutual fund
prospectus(es), statements of additional information and applications for the
Contracts, Broker shall promptly discard or destroy all copies of such
documents previously provided to them, except such copies as are needed for
purposes of maintaining records as may be required in Article VIII and by
Applicable Law. Upon termination of this Agreement, Broker shall promptly
return to MLIDC all Contract prospectus(es), current underlying mutual fund
prospectus(es), statements of additional information, Contract applications and
other materials and supplies furnished by MLIDC to Broker or to its
Representatives, except for copies required for maintaining records as may be
required in Article VIII and by Applicable Law.

Section 2.6. Advertising Material. During the term of this Agreement, MLIDC or
its Affiliates shall be responsible for providing and approving all
promotional, sales and advertising material to be used by Broker. MLIDC shall
file such materials or shall cause such materials to be filed with the SEC,
FINRA, and any state securities or insurance regulatory authorities, as
required by Applicable Law.

Section 2.7. Marketing Reports. MLIDC or its Affiliate shall compile periodic
marketing reports summarizing sales results to the extent reasonably requested
by Broker.

ARTICLE III
REPRESENTATIONS AND COVENANTS OF BROKER

Section 3.1. Appointment of Broker. Broker shall solicit, sell and service the
Contracts and shall use commercially reasonable efforts to find suitable
purchasers for the Contracts. Broker represents and warrants that it shall only
offer Contracts in those states where it or its Agency is appropriately
licensed and has obtained any other appointments, approvals, licenses,
authorizations, orders or consents which are necessary to enter into this
Agreement and to perform its duties hereunder.

Section 3.2. Licenses, Appointments and Approvals. Broker represents and
warrants that it is a registered broker-dealer under the 1934 Act, has all
necessary broker-dealer licenses, is a member in good standing with the FINRA,
and is licensed as an insurance broker and has obtained any other approvals,
licenses, authorizations, orders or consents which are necessary to enter into
this Agreement and to perform its duties hereunder. Broker further represents
that its Representatives who shall be soliciting applications for the
Contracts, whether alone or jointly with representatives of MLIDC or its
designee, shall at all times be appropriately registered and/or licensed as
required by Applicable Law and shall comply with all requirements of Applicable
Law. Broker further represents that neither it nor any of its Representatives
are currently under investigation by any insurance regulator, the FINRA, any
other self-regulatory organization or other governmental authority, including
but not limited to the SEC and Departments of Insurance (except for any
investigations of which it has notified MLIDC in writing). Broker further
represents that it shall notify MLIDC of the existence and subject matter of
any formal or informal investigation of Broker or any of its agents that is
commenced by any insurance regulator, the FINRA or SEC, any other self
regulatory organization or other governmental authority, in connection with the
sale of the Contracts. Broker further represents that it shall immediately
notify MLIDC in writing if it or any of its Representatives have any of their
respective licenses, which are required under this Agreement for the
solicitation of, sale of or provision of services to the Contracts,
surrendered, removed, revoked, cancelled or suspended, whether voluntarily or
involuntarily.

Section 3.3. Policies and Procedures. Broker shall comply with the policies and
procedures of MLIDC and its Affiliates with respect to the solicitation, sales
and administration of Contracts and services Broker and Representatives are
authorized to sell and service under the Agreement, including, but not limited
to, privacy policies and procedures, as those policies and procedures may be
provided to Broker by MLIDC from time to time.

Page 5 of 21

Section 3.4. Disclosure of Relationship with MLIDC and Disclosure of
Compensation. If and as required by Applicable Law, Broker shall disclose in
writing to each applicant for a Contract Broker's relationship with MLIDC and
the compensation, and anything of value, Broker receives from MLIDC for the
services performed under this or any other Agreement. MLIDC reserves the right
to disclose to its purchasers of Contracts, and potential purchasers of
Contracts, details regarding compensation, and anything of value, it, and any
MLIDC affiliate, may pay to Broker, or any of its affiliates, under this
Agreement and any other agreement.

Section 3.5. Education, Training, Supervision and Control of Representatives.
Broker shall train, supervise and be solely responsible for the conduct of its
Representatives in their solicitation and servicing activities in connection
with the Contracts, and shall supervise Representatives' strict compliance with
Applicable Law, as well as the rules and procedures of MLIDC pertaining to the
solicitation, sale and submission of applications for the Contracts and the
provision of services relating to the Contracts. Broker shall conduct
background investigations of its current and proposed new Representatives to
determine their qualifications, good character and moral fitness to sell the
Contracts and shall provide MLIDC with copies of such investigations upon
MLIDC's written request. Likewise, Broker is solely liable for the acts and
omissions of its Representatives in the course of conducting its business.

Section 3.6. Broker/Representative Communications. Neither Broker nor any of
its Representatives, are authorized by MLIDC or its Affiliates to give any
information or make any representation in connection with this Agreement or the
offering of the Contracts other than those contained in the Contract,
Prospectus, or promotional material authorized for use in writing by MLIDC or
its Affiliates. Broker shall not make any representations or give information
that is not contained in the Contract, Prospectus or promotional material of
the Contracts.

Section 3.7. Suitability Requirements. Broker shall establish and maintain a
system to supervise its Representatives reasonably designed to ensure that, in
making a recommendation to purchase a Contract (including as a part of an
exchange), the Representative has reasonable grounds to believe that, based on
facts disclosed by the purchaser, the purchase of the Contract is suitable for
the purchaser as and to the extent required by Applicable Law. As part of the
supervisory system, Broker shall maintain written procedures and conduct
periodic reviews of its records that are reasonably designed to achieve
compliance with these requirements. Broker shall be solely responsible for
determining the suitability of recommendations to purchase a Contract made by
its Representatives in accordance with Applicable Law, and shall, upon a
reasonable written request from MLIDC, provide written documentation of such
process, including without limitation the certifications required in
Section 4.3. To the extent required by Applicable Law and upon written request
from MLIDC, Broker shall promptly provide documentation and other information
reasonably necessary to allow MLIDC or its Affiliates to determine that Broker
is performing the required functions described above.

Section 3.8. Application Review. Broker shall review diligently all Contract
applications for accuracy and completeness and for compliance with the
conditions herein, including the suitability and prospectus delivery
requirements, and shall take all reasonable and appropriate measures to ensure
that applications submitted to MLIDC are accurate, complete, compliant with the
conditions herein, and approved by a qualified registered principal.

Section 3.9. Replacement. Broker certifies on behalf of itself, its
Representatives and its Agencies that it shall adhere to Applicable Law before
it receives or solicits any applications for Contracts. In addition to the
conditions and limitations elsewhere contained in this Agreement and the
Compensation Schedules, no first year commission shall be payable on
replacements or switches of any Contract with another Contract, which are
undisclosed, and which require disclosure by Applicable Law or MLIDC's or its
Affiliates' rules on replacement transactions. Specific replacement or
switching rules of each applicable Affiliate are described in the Rewritten
Business Rules, which are attached hereto as Exhibit C and incorporated herein
by reference and which may be amended at any time by MLIDC in its sole
discretion.

Page 6 of 21

MLIDC shall provide Broker with written guidelines of MLIDC's position with
respect to the acceptability of replacements (the "Replacement Guidelines"),
which Replacement Guidelines may be amended at any time by MLIDC in its sole
discretion. Broker shall provide each of its Representatives with a copy of the
Replacement Guidelines. Broker shall establish and maintain a system to
supervise its Representatives reasonably designed to review the appropriateness
of each replacement transaction and each transaction's conformity with the
Replacements Guidelines. As part of its supervisory system, Broker shall
implement procedures that are reasonably designed to detect transactions that
are replacements of existing policies or contracts, but that have not been
reported as such by the Representative making the sale. These procedures must
include, but are not limited to, systematic customer surveys and interviews,
confirmation letters and programs of internal monitoring. Broker shall be
solely responsible for determining that a replacement transaction by any of its
Representatives is in compliance with MLIDC's Replacement Guidelines and with
Applicable Law. To the extent required by Applicable Law and upon written
request from MLIDC, Broker shall promptly provide documentation and other
information reasonably necessary to allow MLIDC or its Affiliates to determine
that Broker is performing the required functions described in this Section 3.9.

Section 3.10. Audit of Representatives. Broker shall maintain reasonable
procedures for its periodic audit of its Representatives' sales practices and
shall, upon a reasonable written request from MLIDC, provide a written report
to MLIDC on the results of such audits; provided, however, that Broker shall
retain sole responsibility for the supervision, inspection and control of its
Representatives.

Section 3.11. Collection of Payments. Only the initial purchase payments for
the Contracts shall be collected by Representatives of Broker. All such
purchase payments shall be remitted promptly in full (and in no event later
than the time permitted under Applicable Law) together with any related
application, forms and any other required documentation to MLIDC or the
appropriate Affiliate. The Broker shall make such remittances in accordance
with any and all policies and procedures described in the Contract, prospectus,
if appropriate, or as otherwise adopted by MLIDC and its Affiliates.

Section 3.12. Contract Delivery. Unless otherwise requested by Broker and
agreed to by MLIDC, once a Contract has been issued, it shall be delivered to
Broker and, after review by Broker, shall be timely delivered by Broker to the
applicant, accompanied by any documents required to be delivered by Applicable
Law and any additional appropriate documents. In the case of long-term care
insurance, Broker shall ensure delivery of each new long-term care insurance
contract within thirty (30) days of the contract's approval date. MLIDC shall
confirm or cause to be confirmed to customers all Contract transactions, to the
extent required by Applicable Law, and shall administer the Contracts after
they have been delivered, but may from time to time require assistance from
Broker. If a purchaser exercises the free look rights under a Contract, Broker
shall indemnify MLIDC for any loss incurred by MLIDC or its Affiliates that
results from Broker's failure to promptly deliver such Contract to its
purchaser.

Section 3.13. Rejection of Applications and Return of Contracts. Broker
acknowledges that MLIDC, on behalf of itself and its Affiliates, shall have the
unconditional right to reject, in whole or in part, any application for a
Contract. If MLIDC rejects an application, MLIDC or its Affiliate shall
immediately return any purchase payments received directly to the Broker, and
Broker shall be responsible for promptly returning such payments to the
purchaser. If any purchaser of a Contract elects to return such Contract
pursuant to any law or contractual provision, any purchase payment made or such
other amount, as the Contract or Applicable Law shall specify, shall be
returned by MLIDC or its Affiliates to the Broker and the Broker shall be
responsible for promptly returning such payments to the purchaser.

Page 7 of 21

Section 3.14. Independent Contractor. Except as otherwise required by
Applicable Law, Broker is not a principal, underwriter or agent of MLIDC or its
Affiliates, or any separate account of MLIDC or its Affiliates. It is
understood and acknowledged that Broker, its agents, designees or
Representatives are independent contractors and not employees of MLIDC or any
of its subsidiaries or affiliates. None of the terms of this Agreement shall be
construed as creating an employer-employee relationship between Broker, its
agents, designees or Representatives, on the one hand, and MLIDC, on the other
hand. Broker, its agents and its other representatives, shall not hold
themselves out to be employees of MLIDC or its Affiliates in this connection or
in any dealings with the public. Neither Broker nor its agents, designees or
other representatives shall have authority on behalf of MLIDC or its Affiliates
to alter or amend any Contract or any form related to a Contract to adjust or
settle any claim or commit MLIDC or its Affiliates with respect thereto, or
bind MLIDC or its Affiliates in any way; or enter into legal proceedings in
connection with any matter pertaining to MLIDC's business without its prior
written consent. Broker shall not expend, nor contract for the expenditure of,
funds of MLIDC or its Affiliates nor shall Broker possess or exercise any
authority on behalf of MLIDC other than that expressly conferred on Broker by
this Agreement.

Section 3.15. Promotional Materials. To the extent that Broker uses brochures,
other promotional materials and literature, and training material in connection
with marketing or servicing Contracts, or that mention MLIDC, its products or
services in any way (collectively referred to herein as "MLIDC Materials"),
such MLIDC Materials shall only be used with the prior written approval of
MLIDC. Similarly, Broker shall not use any information related to MLIDC or
Contracts on any Web site without the prior written consent of MLIDC. Any
requests for written approval of materials for use by Broker shall be submitted
in writing by Broker to the individual and offices as directed by MLIDC.

Section 3.16. Instructions by Representative. Broker and Agency shall be solely
responsible for the accuracy and propriety of any (i) instruction given to
MLIDC by a Representative on behalf of an owner or prospective owner of a
Contract, or (ii) action taken by a Representative on behalf of an owner or
prospective owner of a Contract. MLIDC shall have no responsibility or
liability for any action taken or omitted by it in reliance on or by acceptance
of such an instruction or action.

Section 3.17. Furnishing Information. Broker shall furnish MLIDC and any
regulatory authority with jurisdiction over the subject matter of this
Agreement with any information, documentation, or reports prepared in
connection with or related to this Agreement which may be requested by MLIDC or
such a regulatory authority in order to ascertain whether the operations of
MLIDC or Broker related to the Contracts are being conducted in a manner
consistent with Applicable Law.

Section 3.18. Authority. Broker represents that it has full authority to enter
into this Agreement and that by entering into this Agreement it shall not
impair any other of its contractual obligations with respect to sales of any
Contract.

Section 3.19. Insurance Coverage.

a) Fidelity Bond. Broker shall secure and maintain a fidelity bond
(including coverage for larceny and embezzlement), issued by a bonding
company acceptable to MLIDC, covering all of its directors, officers,
agents, Representatives, associated persons and employees who have
access to funds of MLIDC or its Affiliates. This bond shall be
maintained at Broker's expense in at least the amount prescribed under
Rule 3020 of the FINRA Conduct Rules or future amendments thereto.
Broker shall provide MLIDC with satisfactory evidence of said bond
upon MLIDC's reasonable request. Broker hereby assigns any proceeds
received from a fidelity bonding company, or other liability coverage,
to MLIDC, for itself or on behalf of its Affiliates, as their interest
may appear, to the extent of its loss due to activities covered by the
bond, policy or other liability coverage.

Page 8 of 21

b) Plan of Insurance. Broker shall maintain in full force and effect
during the term of this Agreement a plan of insurance (which may be a
plan of self-insurance if agreed to by MLIDC) which shall provide
coverage for errors and omissions of Broker and its directors,
officers, employees, agents, Agencies and Representatives, in such
amounts and scope of coverage as are acceptable to MLIDC in its sole
discretion. If requested by MLIDC, Broker shall provide evidence of
coverage under an insurance policy, or a plan of self-insurance,
satisfactory to MLIDC showing the amount and scope of coverage
provided. If such insurance plan terminates for any reason during the
term of this Agreement, Broker shall immediately notify MLIDC in
writing of such termination and MLIDC shall have the right to
immediately terminate this Agreement.

c) Loss of coverage. The authority of any Representative to solicit and
procure Contracts hereunder shall terminate automatically upon the
termination of such Representative's coverage under the Broker's
fidelity bond or plan of insurance referred to in subsections (a) and
(b) above.

Section 3.20. Agency Distribution of Variable Contracts. In such cases where
Broker intends to distribute the Variable Contracts through an Agency, Broker
further represents that Agency shall engage in the offer or sale of Variable
Contracts only through persons who are Representatives of the Broker. Broker
shall further ensure that unregistered employees shall not engage in any
securities activities requiring registration, nor receive any compensation
based on transactions in securities or the provision of securities advice.

Section 3.21. Market Timing.

(a) Broker shall not, and Broker shall take all steps necessary to ensure
that its Representatives and any Agency shall not (i) solicit, offer
or sell Variable Contracts in connection with or to facilitate any
program, plan or arrangement involving market timing transactions in
underlying mutual funds within Variable Contracts, or (ii) take any
other actions that would promote, encourage or facilitate market
timing transactions in the underlying mutual funds within Variable
Contracts.

(b) Notwithstanding the foregoing, Broker and its Representatives may
provide incidental services in the form of guidance to applicants and
owners of Variable Contracts regarding the allocation of premium and
Variable Contract value, provided that such services are (i) solely
incidental to Broker's activities in connection with the sales of the
Variable Contracts, (ii) subject to the supervision and control of
Broker, (iii) furnished in accordance with any rules and procedures
that may be prescribed by MLIDC, and (iv) not promoting, encouraging
or facilitating market timing transactions in the underlying mutual
funds within Variable Contracts.

Section 3.22. Prohibited Solicitation With Contract Holders. For a period of 12
months after termination of the Agreement, the Broker and Agency shall not,
directly or indirectly, and on a systematic basis, contact the contract holders
of MLIDC or its Affiliates or condone such contact for the purpose of inducing
any such contract holders to lapse, cancel, and fail to renew or replace any
Contract. If the Broker or Agency, in the judgment of MLIDC is determined to
have engaged in such prohibited activity, then MLIDC shall have the right to
declare the Broker's and Agency's claims for compensation or any other benefit
under the Agreement to be forfeited and void. MLIDC, on behalf of itself and
its Affiliates, may also pursue all remedies, including injunction, to assure
compliance with the covenants in this Section 3.22 and shall, if successful, be
entitled to recover from the Broker and Agency all costs and expenses incurred
in pursuing such remedies, including reasonable attorneys' fees.

Page 9 of 21

ARTICLE IV
COMPLIANCE WITH APPLICABLE LAW

Section 4.1. Applicable Law. MLIDC and Broker shall comply with all applicable
state and federal statutes, laws, rules, and regulations including without
limitation, state insurance laws, rules and regulations, and federal and state
securities laws, rules and regulations ("Applicable Law"). Applicable Law also
includes applicable guidelines, policies, and rulings of federal and state
regulatory organizations and agencies, including without limitation state
insurance departments, the SEC and the FINRA, consumer privacy laws, HIPAA and
any other state or federal laws, rules or regulations and decisions, orders and
rulings of state and federal regulatory agencies that are now or may hereafter
become applicable to the parties hereto and the transactions that are the
subject of this Agreement.

Section 4.2. Anti-Money Laundering and Customer Identification.

a) Broker shall comply with all applicable anti-money laundering laws,
regulations, rules and government guidance, including the reporting,
recordkeeping and compliance requirements of the Bank Secrecy Act
("BSA"), as amended by The International Money Laundering Abatement
and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT
Act ("the Act"), its implementing regulations, and related SEC and SRO
rules. These requirements include requirements to identify and report
currency transactions and suspicious activity, to implement a customer
identification program to verify the identity of customers, and to
implement an anti-money laundering compliance program. As required by
the Act, Broker certifies that it has: a comprehensive anti-money
laundering compliance program that includes, policies, procedures and
internal controls for complying with the BSA; policies, procedures and
internal controls for identifying, evaluating and reporting suspicious
activity; a designated compliance officer or officers; training for
appropriate persons; and an independent audit function.

b) Further Broker certifies, and shall certify to MLIDC annually
hereafter, that it has established and implemented a training program
for appropriate persons, including appropriate employees and all
Representatives registered with Broker, and that such program includes
training on the requirements of Broker's anti-money laundering
compliance program and on the identification of "red flags" associated
with money laundering risks related to MLIDC's covered products, as
they are defined in the regulations promulgated under Section 352 of
the Act in accordance with the definitions provided in
Section 103.37(a)(4).

Broker shall provide training to all appropriate persons, including
its appropriate employees and all Representatives registered with
Broker concerning their responsibilities under the company's
anti-money laundering program, and that such training shall include
instruction on the identification of "red flags" associated with money
laundering risks related to MLIDC's covered products, as they are
defined in the regulations promulgated under Section 352 of the Act in
accordance with the definitions provided in Section 103.37(a)(4).

c) Further Broker certifies, and shall certify to MLIDC annually
hereafter, that it has established and implemented a Customer
Identification Program, in compliance with applicable regulations, as
part of its anti-money laundering compliance program that, at a
minimum, requires: (i) the verification of the identity of any
customer seeking to open an account; (ii) the retention of a record of
the information used to verify each customer's identity; and (iii) the
determination, within a reasonable time before or after the account is
opened, as to whether the customer appears on any lists of known or
suspected terrorists or terrorist organizations as provided to it by
any government agency.

d) Broker shall verify the identity of each customer that it introduces
to MLIDC, whether through documentary or non-documentary means, and
that MLIDC shall rely upon such verification, as prescribed by the
regulations promulgated under Section 326 of the Act in accordance
with the safe-harbor provided in Section 103.122(b)(6) of the
regulations under the Act.

Page 10 of 21

e) Broker shall immediately notify MLIDC of any activity, behavior, or
transaction that results in Broker filing a suspicious activity report
and that it shall share information to the extent permissible under
the regulations promulgated under Section 314 of the Act in accordance
with the safe harbor provided in Section 103.110(b)(5) of the
regulations under the Act.

Section 4.3. Suitability Certification. To the extent required by Applicable
Law and in accordance with Section 3.7, Broker hereby certifies, and shall
hereafter annually certify in writing to MLIDC, to the following:

With respect to the solicitation and sale of fixed and variable
annuity Contracts offered by MLIDC and its Affiliates, Broker has in
place a system to supervise recommendations made for the Contracts
that is reasonably designed to achieve compliance with state insurance
laws or regulations regarding suitability and, with respect to
variable annuities, to comply with applicable FINRA Conduct Rules,
including Rule 2310, regarding suitability. As part of this
supervisory system Broker maintains written procedures and conducts
periodic reviews of its records that are reasonably designed to
achieve compliance with these requirements.

Annual certificates shall be signed by an authorized senior officer or manager
of the Broker with responsibility for overseeing annuity sales practices and
who has a reasonable basis on which to make the certification on behalf of the
Broker.

ARTICLE V
PRINCIPLES OF ETHICAL MARKET CONDUCT

Section 5.1. IMSA. MLIDC is a member of the American Council of Life
Insurance's Insurance Marketplace Standards Association (IMSA), and expects
that Broker shall abide by the six principles of ethical market conduct set
forth by IMSA in connection with all Contracts sold pursuant to this Agreement.
The six principles are as follows: (a) to conduct business according to high
standards of honesty and fairness and to render that service to its customers
which in the same circumstances, it would apply to or demand for itself; (b) to
provide competent and customer focused sales and service; (c) to engage in
active and fair competition; (d) to provide advertising and sales material that
are clear as to purpose and honest and fair as to content; (e) to provide fair
and expeditious handling of customer complaints and disputes; and (f) to
maintain a system of supervision and review that is reasonably designed to
achieve compliance with these principles of ethical market conduct. Broker
shall furnish information, documentation and reports to MLIDC as it may
reasonably request in order to permit MLIDC to ascertain whether Broker is
conducting its operations in accordance with the Principles of Ethical Market
Conduct.

ARTICLE VI
COMPENSATION

Section 6.1. Payment Under Compensation Schedules. MLIDC shall pay Broker
compensation for the sale of each Contract sold by Representatives of Broker as
set forth in Exhibits A and B. MLIDC shall identify to Broker with each such
payment the name or names of the Representative(s) of Broker who solicited each
Contract covered by the payment. Broker shall be responsible for issuing
checks, statements or forms for tax purposes and other administrative duties
connected with compensation of such Representatives. Unless otherwise agreed
upon by the parties, MLIDC shall have no obligation to any of the employees,
agents or Representatives of Broker or Agency for the payment of any
compensation. Unless otherwise provided in Exhibits A and B, compensation on
the Contracts, including the commissions and fees therein, may be amended by
MLIDC at any time, in any manner, and without prior notice.

Section 6.2. Sole Discretion to Refund Premiums. Broker recognizes that MLIDC
and its Affiliates have sole discretion to refund or return purchase payments
paid by applicants.

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Section 6.3. Chargeback of Compensation. Except as otherwise may be provided in
Exhibit A and B, no compensation shall be payable in connection with a purchase
payment, and any compensation already paid shall be promptly returned to MLIDC
on request, under each of the following conditions:

a) if MLIDC or its Affiliates, in their sole discretion, determine not to
issue the Contract applied for;

b) if MLIDC or its Affiliates refund or return the purchase payment paid
by the applicant for any reason, in whole or in part; or

c) MLIDC or its Affiliates determine that any person signing an
application who is required to be registered and/or licensed or any
other person or entity receiving compensation for soliciting purchases
of the Contracts is not duly registered and/or licensed to sell the
Contracts in the jurisdiction of such attempted sale.

Section 6.4. Offset. When commission has been paid to a Broker hereunder for a
purchase payment that has since been refunded or returned to the purchaser,
MLIDC may, at its option, offset the amount of that commission against any
other amounts payable to Broker by MLIDC or any one or more of its Affiliates.
In addition, MLIDC may at any time offset against any compensation payable to
the Agency or its successors or assigns, any indebtedness due from the Agency
to MLIDC or its Affiliates. Nothing contained herein shall be construed as
giving Broker, Agency or Representative the right to incur any indebtedness on
behalf of MLIDC or its Affiliates. Any remaining indebtedness of Broker to
MLIDC or its Affiliates arising under this Agreement shall be a first lien
against any monies payable hereunder. The right of Broker, or any person
claiming through Broker to receive any compensation provided by this Agreement
shall be subordinate to the right of MLIDC to offset such compensation against
any such indebtedness of the Broker to MLIDC or its Affiliates.

Section 6.5. No Right to Withhold. Neither Broker nor any of its
Representatives shall have any right to withhold or deduct any part of any
premium or other purchase payment it shall receive with respect to the
Contracts covered by this Agreement for purposes of payment of commission or
for any other purpose.

Section 6.6. Impact on Termination. MLIDC shall pay compensation to Broker for
Contracts credited to an Agency prior to the termination date of this
Agreement, as set forth in Exhibits A and B. Such compensation shall be payable
when the premium is due and paid to MLIDC subject to the provisions of this
Agreement and of the Compensation Schedule(s).

Section 6.7. MLIDC Payment of Compensation; Discharge of Obligation. Agency and
Broker hereby acknowledge that compensation attributable to the sale of any
Contract issued by an Affiliate may be payable directly by MLIDC, in its
discretion, to Agency or Broker where permitted, and not by the Affiliate.
Agency and Broker further acknowledge that such payment of compensation by
MLIDC attributable to the sale of such Contracts shall constitute a complete
discharge of the obligation to pay compensation by the Affiliate issuer under
this Agreement. The foregoing manner of payment shall not affect the right of
offset or chargeback as referred to in Sections 6.3 and 6.4 of this Agreement,
or other compensation rules as may be set forth in this Agreement, Exhibits A
and B, or rules of the MLIDC or its Affiliates.

Section 6.8. Expenses. Broker is responsible for all expenses incurred by the
Broker, except as may be agreed to in writing by MLIDC prior to the Broker
incurring such expenses. Additionally, MLIDC shall, at its expense, provide its
standard advertising and promotional material to the Broker when deemed
appropriate by MLIDC.

Section 6.9. Conflict. With respect to compensation under this Agreement, in
the event that anything contained in this Article 6 conflicts with the terms of
the compensation described in the attached Exhibits A and B, the terms
contained in Exhibits A and B shall prevail.

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ARTICLE VII
COMPLAINTS AND INVESTIGATIONS

Section 7.1. Investigation by Regulator. Broker and MLIDC shall cooperate fully
in any regulatory investigation or proceeding or judicial proceeding arising in
connection with the offer, sale, and/or servicing of the Contracts.

Section 7.2. Customer Complaints. The term Customer Complaint shall mean an
oral or written communication either directly from the purchaser of or
applicant for a Contract covered by this Agreement or his/her legal
representative, or indirectly from a regulatory agency to which he/she or
his/her legal representative has expressed a grievance.

Section 7.3. Notice and Handling of Customer Complaints.

a) MLIDC shall promptly notify Broker of MLIDC's receipt of notice of any
Customer Complaints relating to sales practices or marketing issues
relating to the Contracts by forwarding to Broker a copy of any
written materials in connection with such Customer Complaint and any
additional information as may be necessary to furnish a complete
understanding of same. Broker shall be responsible for resolving
Customer Complaints involving sales practices or marketing issues.
MLIDC shall cooperate with Broker and provide information to Broker
related to sales practices and marketing Customer Complaints that is
reasonably required by Broker to facilitate the resolution of such
Customer Complaints. During the resolution of a sales practices or
marketing related Customer Complaint, Broker shall provide MLIDC with
a copy of all correspondence sent and received regarding that Customer
Complaint. Nothing contained in this Section 7.3 (a) shall limit
MLIDC's right to settle as described in Section 7.4.

b) Broker shall promptly notify MLIDC of Broker's receipt of notice of
any Customer Complaint by forwarding to MLIDC a copy of any written
materials in connection with the Customer Complaint and such
additional information as may be necessary to furnish a complete
understanding of same. MLIDC shall be responsible for resolving
Customer Complaints involving administrative issues. Broker shall
cooperate with MLIDC and provide information to MLIDC related to
administrative Customer Complaints that is reasonably required by
MLIDC to facilitate the resolution of such Customer Complaints.

Section 7.4. Right to Settle. MLIDC reserves the right to settle on behalf of
itself, and on behalf of itself and Broker collectively if Broker agrees, any
claims, complaints or grievances made by applicants, contract holders or others
in connection with the Contracts, and concerning any conduct, act or omission
by the Broker or its agents or representatives with respect to the Contracts or
any transactions arising out of this Agreement. If Broker does not agree to a
collective settlement with MLIDC and MLIDC, on behalf of itself, settles the
matter, Broker shall indemnify and hold harmless MLIDC from any and all claims,
complaints or grievances made by Broker or any applicant, contract holder or
other person or entity made in connection with such matter.

ARTICLE VIII
RECORDS AND ADMINISTRATION

Section 8.1. Books and Records. Broker shall maintain all books and records as
required by Rules 17a-3 and 17a-4 under the 1934 Act, except to the extent that
MLIDC may agree in writing to maintain any such records on Broker's behalf.
Records subject to any such agreement shall be maintained by MLIDC as agent for
Broker in compliance with said rules, and such records shall be and remain the
property of Broker and be at all times subject to inspection by the SEC in
accordance with Section 17(a) of that Act. Nothing contained herein shall be
construed to affect MLIDC's or its Affiliates' right to ownership and control
of all records and documents pertaining to its business operations including,
without limitation, its operations relating to the Contracts. MLIDC and Broker
shall each retain all records related to this Agreement as required by the 1934
Act, and the rules and regulations thereunder and by any other Applicable Law,
as Confidential Information.

Page 13 of 21

ARTICLE IX
CUSTOMER INFORMATION AND PROTECTED HEALTH INFORMATION

Section 9.1. Treatment of Customer Information. Broker shall treat Customer
Information confidentially as required by Applicable Law and by MLIDC, as
described in MLIDC's privacy notices and in accordance with MLIDC policies and
procedures. Broker shall also take reasonable and appropriate steps to
establish and implement administrative, physical and technical procedures to
ensure the confidentiality, security and integrity of Customer Information in
accordance with Applicable Law. Broker shall comply with MLIDC's terms of use,
policies and procedures with respect to use of MLIDC electronic systems and
databases providing access to Customer Information by Broker, its employees and
Representatives, and shall promptly report to MLIDC any breach of security
related to such systems and databases of which it becomes aware. To the extent
that Broker becomes aware of any security breach or unauthorized use,
disclosure, acquisition or access to any Customer Information, Broker shall:
(i) promptly notify MLIDC, (ii) take all necessary and advisable corrective
actions, and (iii) cooperate fully with MLIDC in all reasonable and lawful
efforts to prevent, mitigate or rectify such security breach or unauthorized
use, disclosure, acquisition, or access to the Customer Information. Broker may
use Customer Information only for the purpose of fulfilling its obligations
under the Agreement. Broker shall limit access to Customer Information to its
employees, Representatives and other Third Parties who need to know such
Customer Information to permit Broker to fulfill its obligations under this
Agreement and who have agreed to treat such Customer Information in accordance
with the terms of this Agreement. Broker shall not disclose or otherwise make
accessible Customer Information to anyone other than to the individual to whom
the information relates (or to his or her legally authorized representative) or
to other persons pursuant to a valid authorization signed by the individual to
whom the information relates (or by his or her legally authorized
representative), except as required for Broker to fulfill its obligations under
this Agreement, as otherwise directed by MLIDC, or as expressly required by
Applicable Law. MLIDC and its Affiliates may market, offer, sell or distribute
insurance products, including, but not limited to, the Contracts, or any of
their other products and related services, outside of this Agreement to
customers of Broker provided they do not use Nonpublic Personal Information
regarding Broker's customers provided by Broker to specifically target those
customers, and such marketing, offering, selling or distributing by MLIDC and
its Affiliates of insurance (including but not limited to the Contracts) or any
of their other products or services shall not be subject to the terms of this
Agreement.

Section 9.2. Protected Health Information ("PHI"). Notwithstanding anything to
the contrary in this Agreement, in order to comply with HIPAA requirements,
Broker agrees with respect to any PHI received, obtained or created by Broker,
or disclosed or made accessible to Broker, that Broker: (a) shall not use or
disclose PHI except to provide services pursuant to this Agreement and
consistent with Applicable Law; (b) shall limit the use of, access to and
disclosure of PHI to the minimum required to perform services or by Applicable
Law; (c) shall use appropriate safeguards to prevent use or disclosure of PHI
except as permitted by this Agreement; (d) shall promptly report to MLIDC any
use or disclosure of MLIDC PHI not permitted by this Agreement of which it
becomes aware; (e) shall take reasonable steps to mitigate any harmful effect
of any use or disclosure of PHI by Broker in violation of the terms of this
Agreement or Applicable Law; (f) shall require that any of its Representatives
and independent contractors to whom PHI is disclosed or made accessible or who
uses PHI has agreed to the same restrictions and conditions that apply to
Broker with respect to PHI pursuant to this Agreement; (g) shall, within
fifteen (15) days of MLIDC's request, provide to MLIDC any PHI or information
relating to PHI as deemed necessary by MLIDC to provide individuals with access
to, amendment of, and an accounting of disclosures of their PHI, and to
incorporate any amendments of the PHI as requested by MLIDC; (h) shall make its
internal practices, books and records relating to its use or disclosure of PHI
available to the Secretary of the United States Department of Health and Human
Services at his/her request to determine MLIDC's compliance with Applicable
Law; (i) agrees that upon termination of this Agreement it shall, if feasible,
return to MLIDC or destroy all PHI it maintains in any form and retain no
copies, and if such return or destruction is not feasible, to extend the
protections of this Agreement to the PHI beyond the termination of this
Agreement and for as long as Broker has PHI, and further agrees that any
further use or disclosure of the PHI shall be solely for the purposes that make
return or destruction infeasible. Destruction without retention of copies is
not deemed feasible if prohibited by the terms of this Agreement or by
Applicable Law, including record retention requirements under state insurance
laws. With respect to PHI received made accessible, maintained or transmitted
electronically in the performance of its obligations under this Agreement,
Broker further agrees that it shall (1) implement administrative, physical, and
technical safeguards that

Page 14 of 21

reasonably and appropriately protect the confidentiality, integrity, and
availability or any such electronic PHI; (2) ensure that its Representatives
agree to implement reasonable and appropriate safeguards to protect such
electronic PHI.

Section 9.3. Privacy Notices and Authorization. Broker shall provide to
customers and prospective customers who apply for or purchase MLIDC products,
and shall ensure that its Representatives provide to such customers and
prospective customers, MLIDC privacy notices as required by Applicable Law and
by MLIDC. Broker shall also ensure that its Representatives obtain signed
authorizations from customers and prospective customers who apply for MLIDC
products, as required by MLIDC, and provide upon request of such customers and
prospective customers, copies of their signed authorizations as required by
Applicable Law and MLIDC policy. In the event that a customer or prospective
customer has signed a MLIDC authorization and subsequently informs Broker or
Representatives that he or she is revoking that authorization, Broker shall
promptly inform MLIDC in writing of such revocation.

ARTICLE X
CONFIDENTIAL INFORMATION

Section 10.1. Treatment of Confidential Information. MLIDC and Broker and their
respective Affiliates each shall keep confidential all Confidential Information
of the other. Without limiting the generality of the foregoing, MLIDC and
Broker and their respective Affiliates shall not disclose any Confidential
Information to any Third Party without the prior written consent of the other;
provided, however, that each may disclose Confidential Information (a) to those
of its Representatives who have a need to know the Confidential Information in
the ordinary course of business and who are informed of the confidential nature
of the Confidential Information, and (b) as and to the extent required by
Applicable Law or by legal process or requested by an insurance regulatory or
administrative body. However, in the event that clause (b) of the preceding
sentence is applicable, the party required or requested to disclose
Confidential Information shall give prompt written notice thereof to the other
party and shall reasonably cooperate in the other party's efforts to obtain an
appropriate remedy to prevent or limit such disclosure. It is understood by
MLIDC and Broker that this Section 10.1 shall not prevent Broker from quoting
MLIDC premium rates in the ordinary course of business.

Section 10.2. Return of Confidential Information. Promptly upon the termination
of this Agreement or the request of the providing party, the receiving party
shall return to the providing party all Confidential Information furnished by
the providing party or its Representatives. Neither the receiving party nor any
of its Representatives shall make any copies in any form of any documents
containing Confidential Information of the providing party without the prior
written consent of an officer of the providing party, except such copies as
need to be made in the ordinary course of business by MLIDC or Broker to
fulfill their respective obligations under this Agreement.

Section 10.3. Damages. MLIDC and Broker each acknowledge that (a) money damages
may not be a sufficient remedy for breach of this Article X, (b) the Party
aggrieved by any such breach may be entitled to specific performance and
injunctive and other equitable relief with respect to such breach, (c) such
remedies shall not be deemed to be the exclusive remedies for any such breach
but shall be in addition to all other remedies available at law or in equity,
and (d) in the event of litigation relating to this Article X, if a court of
competent jurisdiction determines in a final non-appealable order that either
MLIDC or Broker or any of their respective Representatives has breached this
Article X, then the party that is found (or whose Representative is found) to
have committed such breach shall be liable for reasonable legal fees incurred
by the aggrieved party or its affiliates in connection with such litigation
including, without limitation, any appeals.

Page 15 of 21

ARTICLE XI
INDEMNIFICATION AND INSURANCE

Section 11.1. Indemnification. Each party shall hold harmless, defend,
exonerate and indemnify each other party to this Agreement, as well as their
respective employees, agents, trustees, Representatives, officers or directors,
for any and all losses, claims, judgments, fines, penalties, damages, or
liabilities (or any actions or threatened actions in respect of any of the
foregoing) the other party suffers that results from the actions of the
indemnifying party or its representatives with respect to its/their obligations
under this Agreement, or breach of any representation, warranty, covenant,
condition or duty contained in this Agreement or violation of Applicable Law
with respect to its services required under this Agreement.

Section 11.2. Notice of Claim. After receipt of notice of the commencement of,
or threat of, any claim, action, or proceeding by a third party (a "Third Party
Action") by a party that believes it is entitled to indemnification under this
Article XI (the "Indemnified Party"), the Indemnified Party shall notify the
party obligated to provide indemnification under this Article XI (the
"Indemnifying Party") in writing of the commencement thereof as soon as
practicable thereafter, provided that the omission to so notify the
Indemnifying Party shall not relieve it from any liability under this Article
XI, except to the extent that the Indemnifying Party demonstrates that the
defense of such Third Party Action is materially prejudiced by the failure to
give timely notice. Such notice shall describe the claim in reasonable detail.

Section 11.3. Defense, Settlement and Subrogation.

a) The Indemnifying Party shall have the right to assume control of the
defense of such Third Party Action and shall retain counsel reasonably
satisfactory to the Indemnified Party to represent the Indemnified
Party and shall pay the reasonable fees and disbursements of such
counsel related to such Third Party Action. The Indemnified Party
shall cooperate and provide such assistance as the Indemnifying Party
reasonably may request in connection with the Indemnifying Party's
defense and shall be entitled to recover from the Indemnifying Party
the reasonable out-of-pocket costs of providing such assistance
(including reasonable fees of any counsel retained by the Indemnified
Party with the consent of the Indemnifying Party to facilitate such
assistance). The Indemnifying Party shall inform the Indemnified Party
on a regular basis of the status of any Third Party Action and the
Indemnifying Party's defense thereof.

b) In any such Third Party Action, the Indemnified Party may, but shall
not be obligated to, participate in the defense of any Third Party
Action, at its own expense and using counsel of its own choosing, but
the Indemnifying Party shall be entitled to control the defense
thereof unless the Indemnified Party has relieved the Indemnifying
Party from liability with respect to the particular Third Party Action.

c) If notice is given to the Indemnifying Party of the commencement of
any Third Party Action hereunder and the Indemnifying Party does not,
either (i) within ten (10) Business Days after the receipt of such
notice, give notice to the Indemnified Party of its election to assume
the defense of such Third Party Action, or (ii) give notice to the
Indemnified Party that it rejects the claim for indemnification
pursuant to Section 11.5 herein, the Indemnified Party shall have the
right, at its option and at the Indemnifying Party's expense, to
defend such Third Party Action in a manner that the Indemnified Party
deems appropriate. In such a case, the Indemnified Party shall not
consent to the settlement, compromise or entry of judgment with
respect to the Third Party Action without prior written notice to,
consultation with, and written consent of the Indemnifying Party,
which consent shall not be unreasonably withheld.

Page 16 of 21

d) In any Third Party Action, the defense of which is controlled by the
Indemnifying Party: (i) the Indemnifying Party shall not, without the
Indemnified Party's prior written consent, compromise or settle such
Third Party Action, if (1) such compromise or settlement would impose
an injunction or other equitable relief upon the Indemnified Party or
(2) such compromise or settlement does not include the Third Party's
release of the Indemnified Party from all liability relating to such
Third Party Action; and (ii) the Indemnified Party shall not
compromise or settle such Third Party Action without the prior written
consent of the Indemnifying Party, which consent shall not be
unreasonably withheld, provided that, if the Indemnified Party desires
to compromise or settle such claim, suit or proceeding and the
Indemnifying Party reasonably refuses to consent to such compromise or
settlement, the Indemnified Party may enter into a compromise or
settlement but shall be solely responsible for the cost of any
compromise or settlement amount.

Section 11.4. Claim Not Involving Third Party Action. A claim for
indemnification by a party hereunder for any matter not involving a Third Party
Action may be asserted by notice to another party.

Section 11.5. Notice of Rejection of Claim. Notwithstanding anything within
this Article XI to the contrary, a party who has received a notice of claim for
indemnification under this Article XI, may notify the party asserting such
claim for indemnification that it rejects the claim. Such notice rejecting a
claim for indemnification must be given by the rejecting party within ten
(10) business days of its receipt of the notice of claim and shall describe the
basis for the rejection of the claim in reasonable detail.

Section 11.6. Provisions Not to Control. Notwithstanding anything in this
Article XI to the contrary, the terms and provisions of Article VII shall
control in the event of any conflict or alleged conflict with this Article XI.

ARTICLE XI
GENERAL PROVISIONS

Section 12.1. Term and Termination.

a) Term. This Agreement shall continue in force from the Effective Date,
provided that any party may unilaterally terminate this Agreement with
or without cause upon thirty (30) days prior written notice of
termination to the other parties.

b) Termination Due to Change in Status.

1) Broker-Dealer Status. The Agreement shall terminate immediately
upon MLIDC or Broker ceasing to be a registered broker-dealer or a
member of the FINRA.

2) Legal Status. The Agreement shall terminate immediately upon the
termination of the legal existence of Selling Broker-Dealer or the
Agency, or the merger, consolidation, reorganization, dissolution,
receivership or bankruptcy of either, or whenever the Agency is no
longer licensed under law to solicit and procure applications for
Contracts, unless the Agency notifies the other parties in writing
at least thirty (30) days' prior to the occurrence of any of the
above events and obtains written permission to continue on a basis
approved by the other parties.

c) Continuing Obligations. Upon termination of this Agreement, all
authorizations, rights and obligations shall cease except (a) the
agreements contained in Articles VII, VIII, IX, X and XI, Sections
12.4, 12.5, 12.6 and 12.10 hereof; and (b) the obligation to settle
accounts hereunder. Except with respect to records required to be
maintained by Broker pursuant to Rules 17a-3 and 17a-4 under the 1934
Act, Broker shall return to MLIDC, within 30 days after the Effective
Date of termination, any and all records in its possession which have
been specifically maintained in connection with MLIDC's operations
related to the Contracts.

Page 17 of 21

Section 12.2. Assignability. This Agreement shall not be assigned by either
party without the written consent of the other; provided, however, that MLIDC
may assign this Agreement to its Affiliates at any time. Any purported
assignment in violation of this Section 12.2 shall be void.

Section 12.3. Amendments. No oral promises or representations shall be binding
nor shall this Agreement be modified except by agreement in writing, executed
on behalf of the parties by a duly authorized officer of each of them.

Section 12.4. Notices. All notices, demands and other communications required
or permitted to be given to any party under this Agreement shall be in writing
and any such notice, demand or other communication shall be deemed to have been
duly given when delivered by hand, courier or overnight delivery service or, if
mailed, two (2) Business Days after deposit in the mail and sent certified or
registered mail, return receipt requested and with first-class postage prepaid:

(a) If to Broker, to the address on the signature page of this Agreement.

(b) If to MLIDC:

MetLife
0 Xxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Attn: Installations

Either party may change its respective notice address by advance written
notice to the other.

Section 12.5. Arbitration.

a) When Arbitration Required. All disputes and differences between the
parties, other than those seeking injunctive relief or a restraining
order under this Agreement, or arising with respect to the use of
Customer Information, PHI or Confidential Information under Articles
IX and X, must be decided by arbitration in accordance with the rules
of arbitration of the American Arbitration Association, regardless of
the insolvency of either party, unless the conservator, receiver,
liquidator or statutory successor is specifically exempted from an
arbitration proceeding by applicable state law.

b) Initiation of Arbitration. Either party may initiate arbitration by
providing written notification to the other party. Such written notice
shall set forth (i) a brief statement of the issue(s); (ii) the
failure of the parties to reach agreement; and (iii) the date of the
demand for arbitration.

c) Arbitration Panel. The arbitration panel shall consist of three
arbitrators. The arbitrators must be impartial and must be or must
have been officers of life insurance and or securities companies other
than the parties or their affiliates.

d) Selection of Arbitrators. Each party shall select an arbitrator within
thirty (30) days from the date of the demand. If either party shall
refuse or fail to appoint an arbitrator within the time allowed, the
party that has appointed an arbitrator may notify the other party
that, if it has not appointed its arbitrator within the following ten
(10) days, an arbitrator shall be appointed on its behalf. The two
(2) arbitrators shall select the third arbitrator within thirty
(30) days of the appointment of the second arbitrator. If the two
arbitrators fail to agree on the selection of the third arbitrator
within the time allowed, each arbitrator shall submit to the other a
list of three (3) candidates. Each arbitrator shall select one name
from the list submitted by the other and the third arbitrator shall be
selected from the two names chosen by drawing lots.

Page 18 of 21

e) Rules; Place for Meetings; Majority Vote. The arbitrators shall
determine all arbitration schedules and procedural rules.
Organizational and other meetings shall be held in New York, unless
the arbitrators select another location. The arbitrators shall decide
all matters by majority vote.

f) Decision Final. The decisions of the arbitrators shall be final and
binding on both parties. The arbitrators may, at their discretion,
award costs and expenses, as they deem appropriate, including but not
limited to legal fees and interest. The arbitrators may not award
exemplary or punitive damages. Judgment may be entered upon the final
decision of the arbitrators in any court of competent jurisdiction.

g) Fees and Expenses. Each party shall be responsible for (a) all fees
and expenses of its respective counsel, accountants, actuaries and any
other representatives in connection with the arbitration and
(b) unless the arbitrators shall provide otherwise, one-half (1/2) of
the expenses of the arbitration, including the fees and expenses of
the arbitrators.

Section 12.6. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without regard to New York
choice of law provisions.

Section 12.7. Entire Understanding. This Agreement and any reference
incorporated herein constitute the complete understanding of the parties and
supersedes in its entirety any and all prior and contemporaneous agreements
among the parties with respect to the subject matter discussed herein. No oral
agreements or representations shall be binding.

Section 12.8. Third Party Beneficiaries. Nothing in the Agreement shall convey
any rights upon any person or entity, which is not a party to the Agreement.
MLIDC's Affiliates shall be Third Party beneficiaries of this Agreement,
entitled to enforce the provision hereof as if they were a party to this
Agreement.

Section 12.9. Non-Exclusivity. No territory or product is assigned exclusively
hereunder to Broker and Agency and MLIDC reserves the right in its discretion
to enter into selling agreements with other broker-dealers, and to contract
with or establish one or more insurance agencies in any jurisdiction in which
Broker transacts business hereunder.

Section 12.10. Non-Solicitation of Employees and Agents. For purposes of this
Section 12.10 only, the term "agent" shall include all appointed agents and
Representatives. The parties to this Agreement acknowledge that each may have
access to the names and identities of agents of each party as a result of
performing their respective obligations under this Agreement, and that each may
establish close working relationships with such persons. Therefore:

a) Broker and Agency (for purposes of this Section 12.10, "Selling
Group"), shall not solicit any agent of MLIDC while an agent maintains
his/ her affiliation with MLIDC and for twelve (12) months after
termination of the affiliation. In addition, Selling Group shall not
interfere in any way with the relationships, contractual or otherwise,
between MLIDC and its agents. Selling Group shall not induce or
encourage, or attempt to induce or encourage, any agent of MLIDC to
terminate or change his/ her relationship with MLIDC; and

b) MLIDC shall not solicit any agent of Selling Group while an agent
maintains his/ her affiliation with Selling Group and for twelve
(12) months after termination of the affiliation. In addition, MLIDC
shall not interfere in any way with the relationships, contractual or
otherwise, between Selling Group and its agents. MLIDC shall not
induce or encourage, or attempt to induce or encourage, any agent of
Selling Group to terminate or change his/ her relationship with
Selling Group.

Page 19 of 21

Section 12.11. Waiver. The failure of either party to strictly enforce any
provision of this Agreement shall not operate as a waiver of such provision or
release either party from its obligation to perform strictly in accordance with
such provision.

Section 12.12. Counterparts. This Agreement may be executed in counterparts,
with the same force and effect as if executed in one complete document.

Section 12.13. Severability. If any provision of this Agreement is declared
null, void or unenforceable in whole or in part by any court, arbitrator or
governmental agency, said provision shall survive to the extent it is not so
declared and all the other provisions of the Agreement shall remain in full
force and effect unless, in each case, such declaration shall serve to deprive
any of the parties hereto of the fundamental benefits of this Agreement.

Section 12.14. Trademarks. Neither party may use the other party's trademarks,
service marks, trade names, logos, or other commercial or product designations
(collectively, "Marks") for any purpose whatsoever without the prior written
consent of the other party.

a) Permission not Implied. Nothing in this Agreement shall be construed
as prior written consent to permit (i) any party to use the Marks of
the other party, or (ii) any other individual or entity to use the
Marks of any party.

b) UFS. Nothing contained in this Agreement shall be construed as
conferring upon Broker or Representatives any right to use or refer to
in advertising, publicity, promotion, marketing or other activities,
any Marks, or any other designation or likeness of any of the
Peanuts(R) characters or any other character licensed by United
Feature Syndicate (including any contraction, abbreviation or
simulation of any kind of the foregoing) without prior express
permission from United Feature Syndicate, which Broker and
Representatives must obtain through Company.

Section 12.15. Preparation of Certificates. Notwithstanding anything to the
contrary in this Agreement, Broker and MLIDC shall cooperate fully in the
preparation of and execution of any certificates that may be required by a
regulatory authority or by Applicable Law, in connection with the offer, sale,
and/or servicing of the Contracts.

Section 12.16. Parties' Control of Business and Operations. The performance or
receipt of services pursuant to this Agreement shall in no way impair the
absolute control of the business and operations of each of the parties and
their respective Affiliates by their own Board of Directors.

Page 20 of 21

In reliance on the representations set forth and in consideration of the
undertakings described, the parties represented below do hereby contract and
agree.

"COMPANY"
METLIFE INVESTORS DISTRIBUTION
COMPANY
(Distribution Company)

By
--------------------------
Xxxxxxx X. Xxxxxxx - Executive
Vice President
Date
--------------------------

Address:
0 Xxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Fax #: 000-000-0000

"BROKER DEALER"

----------------------------------
(Broker Firm)

By
--------------------------

----------------------------------
Print Name & Title

Date
--------------------------

Address:

----------------------------------
----------------------------------
----------------------------------
Fax #:
--------------------------

Page 21 of 21

EXHIBIT A

Schedule of Variable Product and Compensation

[TO BE INSERTED]

EXHIBIT B

Schedule of Fixed Product and Compensation

[TO BE INSERTED]

EXHIBIT C

METLIFE'S ENTERPRISE
REWRITTEN BUSINESS (RWB)
RULES
Effective June 10, 2008
(Revised May 9, 2003)

TABLE OF CONTENTS

Guiding Principles, Suitability, & Application of the Rules........... Page 2

Key Terms & Definitions as Applied to Rewritten Business Rules........ Page 3

Rules for Money Coming into a New Life Policy......................... Page 3

Rules for Money Coming into a New Annuity............................. Page 5

Rules for Money Coming into a New Mutual Fund/WRAP.................... Page 6

Additional Rules That Apply........................................... Page 6

Examples.............................................................. Page 7

GUIDING PRINCIPLES FOR REWRITTEN BUSINESS

The objective of this document is to provide information on MetLife's
enterprise-wide Rewritten Business (RWB) Rules. These rules were designed based
the following guiding principles:

1. Support suitable change that is driven by the best interest and needs of
the customer.

2. Enterprise Consistency - Apply the same rules for all business done by all
producers in the MetLife family of distribution franchises.

3. Generally pay full compensation for increase in premium and reduced
compensation for replaced premium, regardless of source.

These new rules apply to payment of First Year Compensation. In general, Asset
Trail, TLP and renewal commissions will not be affected.

SUITABILITY, FIRST & FOREMOST

. The recommendation should be supported by a thorough fact-find and needs
analysis.

. The new product should clearly meet the customer's financial and
personal goals, and this should be readily evident to the customer.

. The benefits of the new product should clearly outweigh the costs and
consequences of replacing or switching the existing product.

. The pros and cons of the proposed transaction should be discussed
completely with the customer.

. Proper disclosure of the replacement or switch must be made to the
customer and ALL Company and state requirements must be strictly adhered
to with regard to Rewritten Business.

WHEN DO THE REWRITTEN BUSINESS RULES APPLY?

These rules apply in the following circumstances as defined by key terms and
definitions presented in the following section of this document:

. When an Existing Product is rewritten by New Product; or

Page 2

. When funds from an Existing Product are used to fund a deposit into
another Existing Product; or

. When an Existing Product is rewritten by a non-enterprise New Product
sponsored by, or sold through the enterprise (e.g., products available
through the MetLife General Agency.)

KEY TERMS & DEFINITIONS AS APPLIED TO REWRITTEN BUSINESS RULES

New Product is any protection or investment product, policy or contract, which
rewrites, in whole or part, an Existing Product.

1) For Protection Products, the Rewritten Business Window is 6 months
prior to and 12 months after the Date of Part A of a New Product.

2) For Investment Products, the Rewritten Business Window is 3 months
prior to and 3 months after the issue date of a New Product or a
deposit into an Existing contract.

RULES FOR MONEY COMING INTO A NEW LIFE POLICY

Permanent to Permanent / Term to Term / Permanent to Term Life

Full First-Year Commissions will be paid on the part of the New premium in the
New Product that exceeds the premium level of the Old Product.

Page 3

Percent of Normal FYC
----------------------------------
Years Old
Policy Has Up to Old Premium Above Old Premium
Been In-force Level /(1)/ Level
------------- ----------------- -----------------
Less Than 5 0% 100%
5 but less than 6 25% 100%
6 but less than 7 30% 100%
7 but less than 8 35% 100%
8 but less than 9 40% 100%
9 but less than 10 45% 100%
10 or more 50% 100%

(1) Also applies to old money rolled over into an accumulation fund (e.g,
Excess Premium), or whole life riders (e.g, VABR).

. Premium Doubling Rule. Should the New Policy base premium at least
double that of the Old Policy base premium AND the Old Policy is at
least 5 years old, full commission will be paid on all premium dollars
related to the base premium of the New Policy. Any Old Money rolled over
into an accumulation fund (e.g, Excess Premium), or whole life riders
(e.g. VABR) will be commissioned based on the above table.

. Normal Renewals will be paid based on published schedules of renewals
for the New Policy being written.

. No Commissions are paid for "Saving" cases.

. Term Insurance receives the "Percent of Normal FYC" scale if rewritten,
unless it is in the last 2 years of the level premium guarantee period,
in which case 100% of normal FYC is payable.

Term to Permanent

Annuities/Mutual Fund/WRAP Account to Life

Full first-year commissions will be paid when money is coming from an Old
Investment Product and going towards a New Protection Product, except for
Annuities with surrender/withdrawal charges.

Page 4

RULES FOR MONEY COMING INTO A NEW ANNUITY

Non-variable to Non-variable Annuity / Non-variable to Variable Annuity /
Variable to Non-variable Annuity

. Full commissions will be paid on New Money included within the New
Deposit.

. No Commissions will be paid on the Old Money included within the New
Deposit if a surrender/withdrawal charge was assessed on the old
contract.

Variable Annuity to Variable Annuity

. Full commissions will be paid on New Money included within the New
Deposit.

. No Commissions will be paid on any Old Money included within the New
Deposit.

Mutual Fund or WRAP Account to Non-variable or Variable Annuity

. Full commissions will be paid on all money being deposited.

Permanent Life Insurance to Non-variable or Variable Annuity

. Full commissions will be paid on New Money included within the New
Deposit.

. Full first-year commission will be paid on Old Money included within the
New Deposit if the life insurance policy has been in force at least 10
years.

. No first year commission paid on Old Money included in the New Deposit
if the life insurance policy has been in force for less than 10 years.

Special Rules Applicable to Annuities

. No commissions will be payable on company-sponsored exchanges or similar
exchanges sponsored by MetLife affiliates.

. Stretch/ Decedent XXX. If the annuity is an XXX contract and the
beneficiary elects a stretch/decedent XXX, no commissions will be paid
or credited.

. Spousal Transfers. If the spouse is the primary beneficiary of the
annuity death claim, and he elects to retain the proceeds in his/her
name and become the annuitant/owner of the existing contract, no
commission will be paid or credited. If the annuity death proceeds are
moved to a new annuity, instead of using the spousal
assumption/continuation provisions, the same RWB Rules for Old Money
coming into a new Annuity will apply. Full first-year commission will be
paid on New Money.

Page 5

RULES FOR MONEY COMING INTO A NEW MUTUAL FUND/WRAP

One Mutual Fund Family/WRAP to Another Mutual Fund Family/WRAP

. Full first-year commissions will be paid, provided a properly executed
"Mutual Fund Switch Letter," signed by the client, the Financial
Services Representative and his manager, is submitted as part of the
transaction.

Exchanges Within the Same Mutual Fund Family

. Full first-year commission will be paid on any amount of New Money.

Annuity To Mutual Fund/Wrap Account

. Full commission will be paid on New Money.

. Full first-year commission will be paid when a mutual fund or WRAP
account rewrites an annuity that is out of the surrender charge period.

. No commission will be paid on the Old Money if the annuity is subject to
a surrender/withdrawal charge.

Permanent Life Insurance to Mutual Funds/WRAP Accounts

. Full commissions will be paid on New Money included within the New
Deposit.

. Full first-year commission will be paid on Old Money included within the
New Deposit if the life insurance policy has been in force at least 10
years.

. No first year commission paid on Old Money included in the New Deposit
if the life insurance policy has been in force for less than 10 years.

ADDITIONAL RULES THAT APPLY

1) a loan is taken out on an Existing Policy resulting in the total
outstanding loan on that policy to be equal to 80% or more of the
total loan value on that policy, and

Remember that it is against Company policy to recommend policy loans to help
fund the purchase of an equity product.

Page 6

EXAMPLES

Example of How The Table Works:

Percent of Normal FYC
----------------------------------
Years Old
Policy Has Up to Old Premium Above Old Premium
Been In-force Level /(1)/ Level
------------- ----------------- -----------------
Less Than 5 0% 100%
5 but less than 6 25% 100%
6 but less than 7 30% 100%
7 but less than 8 35% 100%
8 but less than 9 40% 100%
9 but less than 10 45% 100%
10 or more 50% 100%

(1) Also applies to old money rolled over into an accumulation fund (e.g,
Excess Premium), or whole life riders (e.g, VABR).

Page 7

Assumptions:

. New Policy FYC Rate is 50%

. Old Policy in-force for 7 1/2 years (cross table at "7 but less than 8"
years in-force row)

Results:

. FYC Rate on New Premium up to the Old Premium level = 17.5% (which is
normal FYC Rate 50% x 35% - the % from the chart above)

. FYC Rate for New Premium above Old Premium level = 50% (New Money, gets
full FYC)

Examples of a Life to Life Rewritten Policy

Example 1: Old policy and New Policy have same premium.

Old Policy New Policy
.. In-force for 9 years . New Premium of $1,000
.. Premium of $1,000 . Normal FYC rate of 50%
.. $0 net cash value

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,000 - $1,000) = $ 0.00
---------
TOTAL FYC = $225.00

How did we get there?

. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

. Multiply as shown above for New Premium up to Old Premium level ($1,000)

. No FYC on New Premium above Old Premium level because New Premium minus
Old Premium is $0.

Example 2: New Policy has $500 more premium than old policy.

Old Policy New Policy
.. In-force for 9 years . New Premium of $1,500
.. Premium of $1,000 . Normal FYC rate of 50%
.. $0 net cash value

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,500 - $1,000) = $250.00
---------
TOTAL FYC = $475.00

Page 8

How did we get there?

. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

. Multiply as shown above for New Premium up to Old Premium level ($1,000)

. FYC on New Premium above Old Premium calculated as above because New
Premium minus Old Premium is $500.

Example 3: New Policy has $500 more premium than old policy, and additional
$10,000 of Old Policy Cash Value also being rolled over into new policy.

Old Policy New Policy
.. In-force for 9 years . New Premium of $1,500
.. Premium of $1,000 . Normal FYC rate of 50%
.. $10,000 net cash value
(Rolled Over to New
Policy)

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,500 - $1,000) = $250.00
.. FYC on net Cash Value from Old Policy =2% x 45% x $10,000 = $ 90.00
---------
TOTAL FYC = $565.00

How did we get there?

. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

. Multiply as shown above for New Premium up to Old Premium level ($1,000)

. FYC on New Premium above Old Premium calculated as above because New
Premium minus Old Premium is $500.

. Multiply as shown above for Old Money ($10,000) rolled over to new
policy.

Example 4: Same as example 3, BUT assume $10,000 of Old Policy Cash Value is
surrendered by owner (i.e., not rolled over into the new policy.)

Old Policy New Policy
.. In-force for 9 years . New Premium of $1,500
.. Premium of $1,000 . Normal FYC rate of 50%
.. $10,000 net cash value (NOT
rolled over)

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1,000 = $225.00
.. FYC on New Premium above Old Premium level = 50% x ($1,500 - $1,000) = $250.00
.. FYC on net Cash Value from Old Policy ("Old Money") = $ 0.00
---------
TOTAL FYC = $475.00

How did we get there?

. Look Up applicable FYC adjustment rate from table ( 9 years inforce) =
45%

. Multiply as shown above for New Premium up to Old Premium level ($1,000)

Page 9

. FYC on New Premium above Old Premium calculated as above because New
Premium minus Old Premium is $500.

. Since the owner of the contract surrendered the policy, no premium
dollars came into the new Policy from "Old Money." Hence, No FYC would
be paid on Old Money.

Example 5: Same as example 3, BUT $2,500 New Policy Premium. This would cause
the Premium Doubling Rule to take effect.

Old Policy New Policy
.. In-force for 9 years . New Premium of $2,500
.. Premium of $1,000 . Normal FYC rate of 50%
.. $10,000 net cash value
(Rolled over into New
Policy)

Results:

.. FYC on All New Premium = 50% x $2,500 = $1,250.00
.. FYC on net Cash Value from Old Policy ("Old Money") = 2% x 45% x
$10,000 = $ 90.00
-----------
TOTAL FYC = $1,340.00

How did we get there?

.. The New base premium is at least double that of the Old base premium,
therefore the Premium Doubling Rule applies and Full FYC will be paid on
the New Policy base premium.

.. The Old Money rolled into the New Policy will receive FYC based on the
Table.

Example 6 - Annuity/Mutual Fund/WRAP to Life: $20,000 from an annuity is rolled
over into the PUAR of a new life policy, which has a premium of $500.

Old Contract New Policy
.. $20,000 in Old Contract (Rolled
into PUAR) . $500 New Premium
.. No Surrender Charges . FYC is 50%

Results:

.. FYC Rate of new premium is 50% (50% x 500 = $250) = $250.00
.. FYC on PUAR is 3% ($20,000 x 3% = $600) = $600.00
---------
TOTAL FYC = $850.00

How did we get there?

. Full FYC is paid when money is coming from an "old" Investment & Income
product into a "new" Protection product.

. Old contract was out of the surrender charge period.

Page 10

Examples of an Annuity to Rewritten Annuity Contract

Example 7: Old annuity is out of the surrender charge period.

Old Contract New Contract
.. $100,000 Old Contract Surrender . $100,000 New Contract Deposit
.. No Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit ($100,000 x 6% = $6,000)
.. FYC Rate of GDC is 35% of $6,000 = $2,100
.. 1/2 FYC on entire deposit = 50% x $2,100 = $1,050.00
-----------
TOTAL FYC = $1,050.00

How did we get there?

. Since there were no surrender charges and no New Money deposited, half
the FYC is paid on the deposit.

Example 8: Same as Example 7, but assume additional $10,000 new deposit.

Old Contract New Contact
.. $100,000 Old Contract Surrender . $110,000 New Contract Deposit
.. No Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Results:

How did we get there?

. Since there were no surrender charges and there was New Money deposited
along with the deposit rolled over from the old annuity, full FYC (35%
of the GDC) is paid on the "New Money" and half the FYC (50% of the 35%
of the GDC) is paid on the deposit rolled over. The amount will be paid
in the current year.

Example 9: Same as Example 7, but old contract is still in the surrender charge
period.

Old Contract New Contact
.. $100,000 Old Contract Surrender . $100,000 New Contract Deposit
.. Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Page 11

Results:

.. GDC is 6% of New Deposit
.. FYC Rate of GDC is 35%
.. FYC on rollover deposit ($100,000 x 6% x 35% x 0% = $0) = $0.00
-------
TOTAL FYC = $0.00

How did we get there?

. Since the old contract was still in the surrender charges no FYC will be
paid.

Example 10: Same as Example 8, but old contract is still in the surrender
charge period.

Old Contract New Contact
.. $100,000 Old Contract Surrender . $110,000 New Contract Deposit
.. Surrender Charges . GDC Rate of 6%
. FYC is 35% of GDC

Results:

How did we get there?

. Since the old contract was still in the surrender charge period, no FYC
will be paid on the "Old Money" included in the deposit to the new
contract. Full FYC (35% of the GDC) is paid on the "New Money."

Page 12

Examples of a Mutual Fund/WRAP to a Rewritten Mutual Fund/Wrap

Old Fund New Fund
.. $3,000 in Old Fund . $3,000 New Fund Deposit
. GDC Rate of 6%
. FYC is 35% of GDC

Results:

. GDC is 6% of New Deposit ($3,000 x 6% = $180)

. FYC Rate of GDC is 35%

. Full FYC on fund family change $3,000 x 6% x 35% = $63.00

How did we get there?

. Since the old and new funds were from different fund families, full FYC
is paid.

T. IMPORTANT NOTE

. If, in this example, the new fund family was the same as the old family,
NO FYC would be payable.

Example 12: Same as Example 11, but additional $1,000 "New Money," where new
fund is from the same fund family as old fund.

Old Fund New Fund
.. $3,000 in Old Fund . $4,000 New Contract Deposit
. GDC Rate of 6%
. FYC is 35% of GDC

Results:

. GDC is 6% of New Deposit

. FYC Rate of GDC is 35%

. No FYC on "Old Money"

. Full FYC on "New Money" ($4,000 - $3,000) x 6% x 35% = $21.00

How did we get there?

. Full FYC is paid on "New Money" only.

Page 13

Examples of a Life to Annuity, Mutual Fund, or WRAP

Example 13: Life policy in-force 10 or more years, no New Money. Full FYC is
paid on "Old Money."

Old Policy New Contract/Fund
.. $2,000 cash surrender value in . $2,000 New Contract/Fund Deposit
Old Policy
.. Policy in-force 12 years . GDC Rate of 6%
. FYC is 35% of GDC

Results:

. GDC is 6% of New Deposit

. FYC Rate of GDC is 35%

. Full FYC on deposit into new fund/contract ($2,000 x 6% x 35% = $42)

Example 14: Life policy in-force less than 10 years, no New Money. No FYC is
paid on Old Money.

Old Policy New Contract/Fund
.. $2,000 cash surrender value in . $2,000 New Contract Deposit
Old Policy
.. Policy in-force 8 years . GDC Rate of 6%
. FYC is 35% of GDC

Results:

. GDC is 6% of New Deposit

. FYC Rate of GDC is 35%

. No FYC on "Old Money" ($2,000 - $2,000) x 6% x 35% x 0% = $0.00

Example 15: Life policy in-force less than 10 years, $1,000 New Money deposited
into contract/fund. Full FYC is paid on "New Money" only.

Old Policy New Contract/Fund
.. $2,000 cash surrender value in . $3,000 New Contract Deposit
Old Policy
.. Policy In-force 8 years . GDC Rate of 6%
. FYC is 35% of GDC

Results:

. GDC is 6% of New Deposit

. FYC Rate of GDC is 35%

. Full FYC on "New Money" ($3,000 - $2,000) x 6% x 35% = $21.00

. $0 GDC on old policy cash surrender value.

Page 14

Example 16: Life policy in-force 10 or more years, $1,000 of New Money
deposited into contract/fund. Full FYC is paid on the "Old Money" AND "New
Money."

Old Policy New Contract/Fund
.. $2,000 cash surrender value in . $3,000 New Contract Deposit
Old Policy
.. Policy In-force 12 years . GDC Rate of 6%
. FYC is 35% of GDC

Results:

. GDC is 6% of New Deposit

. FYC Rate of GDC is 35%

. Full FYC on deposit into new contract/fund $3,000 x 6% x 35% = $63.00

Page 15

EXHIBIT D

ASSOCIATED INSURANCE AGENCY

The Broker/Dealer named below ("Broker"), having executed a Sales Agreement
(the "Agreement") by and between Broker, and MetLife Investors Distribution
Company (collectively "Company") dated ____________ that, among other things,
provides for sales of Company's or its Affiliates' Variable Contracts through a
designated associated insurance agency or agencies, hereby designates the
associated insurance agency (the "Associated Insurance Agency") named below as
its Agency (as that term is defined in the Agreement) pursuant to Article III
thereof. By signing this Exhibit D, each of Broker and the Associated Insurance
Agency hereby represents and warrants that the Associated Insurance Agency is
and will remain qualified to serve as an Agency in accordance with the terms of
the Agreement. The Associated Insurance Agency hereby acknowledges that it has
received a copy of the Agreement, that it has reviewed the Agreement and
understands all of its terms, covenants and agreements, that it has had the
opportunity to consult with counsel of choice relative thereto and that it
agrees to be bound by and subject to the terms of the Agreement.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED
BY THE PARTIES

-----------------------------------
Broker/Dealer

By:
---------------------------

-----------------------------------
Print Name & Title

-----------------------------------
(Tax Identification Number)

-----------------------------------
(Affiliated Insurance Agency
Name)

By:
---------------------------

-----------------------------------
(Print Name & Title)

-----------------------------------
(Tax Identification Number)

Page 16

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SELLING AGREEMENT This is an Agreement by and between Walnut Street Securities, Inc. (hereafter referred to as "Company"), and KMS FINANCIAL SERVICES, INC. (hereafter referred to as "Broker-dealer") Premises A. Company is a principal underwriter for...

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