PARTICIPATION AGREEMENT


                                      AMONG


                        VAN KAMPEN LIFE INVESTMENT TRUST,

                             VAN KAMPEN FUNDS INC.,

                        VAN KAMPEN ASSET MANAGEMENT INC.,

                                       AND

                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                   DATED AS OF

                                NOVEMBER 1, 1999













<PAGE>


                                TABLE OF CONTENTS


                                                                         Page

         ARTICLE I.           Fund Shares                                  4

         ARTICLE II           Representations and Warranties               6

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

         ARTICLE IV.          Sales Material and Information               9

         ARTICLE V            Reserved                                    10

         ARTICLE VI.          Diversification                             10

         ARTICLE VII.         Potential Conflicts                         10

         ARTICLE VIII.        Indemnification                             12

         ARTICLE IX.          Applicable Law                              16

         ARTICLE X.           Termination                                 16

         ARTICLE XI.          Notices                                     18

         ARTICLE XII.         Foreign Tax Credits                         19

         ARTICLE XIII.        Miscellaneous                               19

         SCHEDULE A           Separate Accounts and Contracts             22

         SCHEDULE B           Participating Life Investment
                              Trust Portfolios                            23

         SCHEDULE C           Proxy Voting Procedures                     24





                             PARTICIPATION AGREEMENT


                                      Among


                        VAN KAMPEN LIFE INVESTMENT TRUST,

                             VAN KAMPEN FUNDS INC.,

                        VAN KAMPEN ASSET MANAGEMENT INC.,

                                       and

                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

         THIS  AGREEMENT,  made and entered  into as of the 1st day of November,
1999 by and among ALLIANZ LIFE INSURANCE  COMPANY OF NORTH AMERICA  (hereinafter
the "Company"), a Minnesota corporation, on its own behalf and on behalf of each
separate account of the Company set forth on Schedule A hereto as may be amended
from time to time (each such account hereinafter  referred to as the "Account"),
and VAN KAMPEN  LIFE  INVESTMENT  TRUST  (hereinafter  the  "Fund"),  a Delaware
business  trust,  VAN  KAMPEN  FUNDS INC.  (hereinafter  the  "Underwriter"),  a
Delaware  corporation,  and VAN KAMPEN ASSET  MANAGEMENT INC.  (hereinafter  the
"Adviser"), a Delaware corporation.

         WHEREAS,  the  Fund  engages  in  business  as an  open-end  management
investment  company  and is  available  to act as  the  investment  vehicle  for
separate  accounts  established by insurance  companies for individual and group
life insurance policies and annuity contracts with variable  accumulation and/or
pay-out provisions  (hereinafter referred to individually and/or collectively as
"Variable Insurance Products"); and

         WHEREAS,  insurance  companies  desiring  to  utilize  the  Fund  as an
investment vehicle under their Variable Insurance Products are required to enter
into   participation   agreements  with  the  Fund  and  the  Underwriter   (the
"Participating Insurance Companies"); and

         WHEREAS,  shares of the Fund are divided into several series of shares,
each  representing the interest in a particular  managed portfolio of securities
and other  assets,  any one or more of which may be made  available for Variable
Insurance Products of Participating Insurance Companies; and

         WHEREAS,  the Fund  intends to offer  shares of the series set forth on
Schedule B (each such series hereinafter referred to as a "Portfolio") as may be
amended from time to time by mutual agreement of the parties hereto,  under this
Agreement to the Accounts of the Company; and

         WHEREAS,  the  Fund has  obtained  an order  from  the  Securities  and
Exchange  Commission,  dated  September 19, 1990 (File No.  812-7552),  granting
Participating  Insurance  Companies  and  Variable  Insurance  Product  separate
accounts  exemptions  from the provisions of Sections 9(a),  13(a),  15(a),  and
15(b) of the Investment  Company Act of 1940, as amended  (hereinafter the "1940
Act")  and  Rules  6e-2(b)(15)  and  6e-3(T)(b)(15)  thereunder,  to the  extent
necessary  to  permit  shares  of the  Fund to be sold to and  held by  Variable
Annuity  Product  separate  accounts of both  affiliated and  unaffiliated  life
insurance companies (hereinafter the "Shared Funding Exemptive Order"); and

         WHEREAS,  the Fund is registered as an open-end  management  investment
company under the 1940 Act and its shares are  registered  under the  Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and

         WHEREAS,  the Adviser is duly registered as an investment adviser under
the  Investment  Advisers  Act of 1940,  as amended,  and any  applicable  state
securities laws; and

         WHEREAS, the Adviser is the investment adviser of the Portfolios of the
 Fund; and

         WHEREAS,  the  Underwriter is registered as a  broker/dealer  under the
Securities  Exchange Act of 1934, as amended  (hereinafter the "1934 Act"), is a
member in good standing of the National Association of Securities Dealers,  Inc.
(hereinafter  "NASD") and serves as principal  underwriter  of the shares of the
Fund; and

         WHEREAS,  the Company has registered or will register  certain Variable
Insurance Products under the 1933 Act; and

         WHEREAS, each Account is a duly organized,  validly existing segregated
asset  account,  established  by resolution  or under  authority of the Board of
Directors  of the  Company,  on the date shown for such  Account  on  Schedule A
hereto,  to set aside and invest assets  attributable to the aforesaid  Variable
Insurance Products; and

         WHEREAS,  the Company has registered or will register each Account as
a unit investment  trust under the 1940 Act; and

         WHEREAS,  to the extent  permitted  by  applicable  insurance  laws and
regulations,  the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid Variable Insurance Products and
the  Underwriter  is  authorized to sell such shares to each such Account at net
asset value.

         NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund, the Underwriter and the Adviser agree as follows:


                             ARTICLE I. Fund Shares

         1.1. The Fund and the Underwriter  agree to make available for purchase
by the Company shares of the Portfolios and shall execute orders placed for each
Account on a daily basis at the net asset value next  computed  after receipt by
the Fund or its  designee of such order.  For  purposes of this Section 1.1, the
Company  shall be the designee of the Fund and  Underwriter  for receipt of such
orders from each Account and receipt by such designee shall  constitute  receipt
by the Fund;  provided that the Fund receives notice of such order by 10:00 a.m.
Houston time on the next following Business Day.  Notwithstanding the foregoing,
the Company  shall use its best  efforts to provide the Fund with notice of such
orders by 9:15 a.m. Houston time on the next following  Business Day.  "Business
Day" shall mean any day on which the New York Stock Exchange is open for trading
and on which the Fund  calculates  its net asset value  pursuant to the rules of
the Securities and Exchange  Commission,  as set forth in the Fund's  prospectus
and statement of additional  information.  Notwithstanding  the  foregoing,  the
Board of Trustees of the Fund (hereinafter the "Board") may refuse to permit the
Fund to sell shares of any Portfolio to any person,  or suspend or terminate the
offering  of shares of any  Portfolio  if such  action is  required by law or by
regulatory  authorities having jurisdiction or is, in the sole discretion of the
Board acting in good faith and in light of their fiduciary  duties under federal
and  any  applicable  state  laws,  necessary  in  the  best  interests  of  the
shareholders of such Portfolio.

         1.2. The Fund and the Underwriter agree that shares of the Fund will be
sold only to  Participating  Insurance  Companies for their  Variable  Insurance
Products. No shares of any Portfolio will be sold to the general public.

         1.3.  The Fund will not make its shares  available  for purchase by any
insurance company or separate account unless an agreement containing  provisions
which afford the Company  substantially the same protections  currently provided
by Sections 2.1, 2.4, 2.9, 3.4 and Article VII of this Agreement is in effect to
govern such sales.

         1.4.  The Fund and the  Underwriter  agree to redeem  for cash,  on the
Company's  request,  any  full or  fractional  shares  of the  Fund  held by the
Company,  executing  such  requests on a daily basis at the net asset value next
computed  after  receipt  by  the  Fund  or its  designee  of  the  request  for
redemption.  For purposes of this Section 1.4, the Company shall be the designee
of the Fund for receipt of requests for redemption from each Account and receipt
by such  designee  shall  constitute  receipt  by the  Fund;  provided  that the
Underwriter receives notice of such request for redemption on the next following
Business Day in accordance with the timing rules described in Section 1.1.

         1.5. The Company  agrees that  purchases and  redemptions  of Portfolio
shares  offered  by the then  current  prospectus  of the Fund  shall be made in
accordance with the provisions of such prospectus.  The Accounts of the Company,
under  which  amounts  may be  invested  in the Fund are  listed on  Schedule  A
attached hereto and incorporated herein by reference,  as such Schedule A may be
amended  from time to time by mutual  written  agreement  of all of the  parties
hereto.  The  Company  will give the Fund and the  Underwriter  sixty  (60) days
written  notice of its intention to make  available in the future,  as a funding
vehicle under the Contracts, any other investment company.

         1.6.  The  Company  will place  separate  orders to  purchase or redeem
shares of each Portfolio. Each order shall describe the net amount of shares and
dollar amount of each Portfolio to be purchased or redeemed. In the event of net
purchases,  the Company shall pay for Portfolio  shares on the next Business Day
after an order to  purchase  Portfolio  shares  is made in  accordance  with the
provisions of Section 1.1 hereof.  Payment shall be in federal funds transmitted
by wire. In the event of net redemptions, the Portfolio shall pay the redemption
proceeds in federal funds  transmitted by wire on the next Business Day after an
order to redeem  Portfolio  shares is made in accordance  with the provisions of
Section 1.4 hereof.  Notwithstanding the foregoing, if the payment of redemption
proceeds on the next  Business  Day would  require the  Portfolio  to dispose of
Portfolio securities or otherwise incur substantial additional costs, and if the
Portfolio has determined to settle redemption  transactions for all shareholders
on a delayed basis, proceeds shall be wired to the Company within seven (7) days
and the Portfolio  shall notify in writing the person  designated by the Company
as the recipient for such notice of such delay by 3:00 p.m.  Houston time on the
same  Business  Day that  the  Company  transmits  the  redemption  order to the
Portfolio.

         1.7.  Issuance and transfer of the Fund's  shares will be by book entry
only.  Share  certificates  will not be issued to the  Company  or any  Account.
Shares ordered from the Fund will be recorded in an  appropriate  title for each
Account or the appropriate subaccount of each Account.

         1.8.  The  Underwriter  shall use its best  efforts to furnish same day
notice by 6:00 p.m.  Houston  time (by wire or  telephone,  followed  by written
confirmation)  to the Company of any  dividends  or capital  gain  distributions
payable on the Fund's  shares.  The  Company  hereby  elects to receive all such
dividends and capital gain  distributions as are payable on the Portfolio shares
in additional shares of that Portfolio. The Company reserves the right to revoke
this election and to receive all such  dividends and capital gain  distributions
in cash.  The Fund shall notify the Company of the number of shares so issued as
payment of such dividends and distributions.

         1.9. The  Underwriter  shall make the net asset value per share of each
Portfolio  available  to the  Company  on a daily  basis  as soon as  reasonably
practical  after the net asset value per share is  calculated  and shall use its
best  efforts  to make such net asset  value  per share  available  by 6:00 p.m.
Houston time. In the event that Underwriter is unable to meet the 6:00 p.m. time
stated  immediately  above,  then  Underwriter  shall  provide the Company  with
additional time to notify  Underwriter of purchase or redemption orders pursuant
to Sections 1.1 and 1.4,  respectively,  above.  Such  additional  time shall be
equal to the additional time that Underwriter takes to make the net asset values
available to the Company;  provided,  however, that notification must be made by
10:00  a.m.  Houston  time on the  Business  Day such  order is to be  executed,
regardless of when net asset value is made available.

         1.10. If  Underwriter  provides  materially  incorrect  share net asset
value information through no fault of the Company, the Company shall be entitled
to an  adjustment  with  respect to the Fund  shares  purchased  or  redeemed to
reflect  the  correct  net  asset  value per  share.  The  determination  of the
materiality  of any net asset  value  pricing  error shall be based on the SEC's
recommended  guidelines regarding such errors. The correction of any such errors
shall be made at the Company level pursuant to the SEC's recommended guidelines.
Any material error in the calculation or reporting of net asset value per share,
dividend or capital gain information  shall be reported  promptly upon discovery
to the Company.


                   ARTICLE II. Representations and Warranties

         2.1.  The Company  represents  and warrants  that the  interests of the
Accounts  (the  "Contracts")  are or will be  registered  and will  maintain the
registration  under the 1933 Act and the  regulations  thereunder  to the extent
required  by the  1933  Act;  that  the  Contracts  will be  issued  and sold in
compliance  with all  applicable  federal  and state laws and  regulations.  The
Company  further  represents  and warrants that it is an insurance  company duly
organized and in good standing under  applicable law and that it has legally and
validly  established  each  Account  prior to any  issuance or sale thereof as a
segregated asset account under the Minnesota  Insurance Code and the regulations
thereunder  and  has  registered  or,  prior  to any  issuance  or  sale  of the
Contracts, will register and will maintain the registration of each Account as a
unit  investment  trust in  accordance  with and to the extent  required  by the
provisions  of the  1940  Act and  the  regulations  thereunder  to  serve  as a
segregated  investment  account for the  Contracts.  The Company shall amend its
registration  statement  for its  contracts  under the 1933 Act and the 1940 Act
from time to time as required in order to effect the continuous  offering of its
Contracts.

         2.2.  The Fund and the  Underwriter  represent  and  warrant  that Fund
shares sold pursuant to this  Agreement  shall be registered  under the 1933 Act
and the  regulations  thereunder  to the extent  required by the 1933 Act,  duly
authorized for issuance in accordance with the laws of the State of Delaware and
sold in compliance  with all applicable  federal and state  securities  laws and
regulations and that the Fund is and shall remain  registered under the 1940 Act
and the regulations  thereunder to the extent required by the 1940 Act. The Fund
shall amend the registration statement for its shares under the 1933 Act and the
1940 Act  from  time to time as  required  in order  to  effect  the  continuous
offering of its shares.  The Fund shall register and qualify the shares for sale
in  accordance  with the laws of the  various  states  only if and to the extent
deemed advisable by the Fund.

         2.3.  The Fund and the Adviser  represent  and warrant that the Fund is
currently qualified as a Regulated  Investment Company under Subchapter M of the
Internal  Revenue Code of 1986,  as amended (the "Code") and that each will make
every effort to maintain such qualification (under Subchapter M or any successor
or similar  provision)  and that each will notify the Company  immediately  upon
having a reasonable  basis for believing  that the Fund has ceased to so qualify
or that the Fund might not so qualify in the future.

         2.4. The Company  represents  that each Account is and will continue to
be a "segregated account" under applicable  provisions of the Code and that each
Contract  is and will be  treated  as a  "variable  contract"  under  applicable
provisions  of the Code and that it will  make  every  effort to  maintain  such
treatment and that it will notify the Fund  immediately upon having a reasonable
basis for believing  that the Account or Contract has ceased to be so treated or
that they might not be so treated in the future.

         2.5. The Fund  represents that to the extent that it decides to finance
distribution  expenses  pursuant  to Rule  12b-1  under the 1940  Act,  the Fund
undertakes to have a board of directors,  a majority of whom are not  interested
persons of the Fund,  formulate and approve any plan under Rule 12b-1 to finance
distribution expenses.

         2.6. The Fund makes no  representation  as to whether any aspect of its
operations  (including,  but not limited to, fees and  expenses  and  investment
policies) complies with the insurance laws or regulations of the various states.

         2.7.  The Fund and the Adviser  represent  and warrant that the Fund is
duly organized and validly  existing under the laws of the State of Delaware and
that the Fund does and will comply in all material respects with the 1940 Act.

         2.8.  The  Underwriter  represents  and  warrants  that it is and shall
remain  duly  registered  under  all  applicable  federal  and  state  laws  and
regulations  and  that it will  perform  its  obligations  for the  Fund and the
Company in compliance with the laws and regulations of its state of domicile and
any applicable state and federal laws and regulations.

         2.9.  The Company  represents  and warrants  that all of its  trustees,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or  securities of the Fund are covered by a blanket  fidelity
bond or similar coverage, in an amount equal to the greater of $5 million or any
amount required by applicable federal or state law or regulation.  The aforesaid
includes  coverage for larceny and embezzlement is issued by a reputable bonding
company. The Company agrees to make all reasonable efforts to see that this bond
or another bond containing these  provisions is always in effect,  and agrees to
notify the Fund and the  Underwriter  in the event that such  coverage no longer
applies.


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

         3.1. The Fund shall provide the Company with as many printed  copies of
the Fund's  current  prospectus  and statement of additional  information as the
Company may reasonably request. If requested by the Company in lieu of providing
printed copies the Fund shall provide  camera-ready  film or computer  diskettes
containing the Fund's  prospectus and statement of additional  information,  and
such other  assistance as is reasonably  necessary in order for the Company once
each year (or more frequently if the prospectus  and/or  statement of additional
information  for the Fund is amended during the year) to have the prospectus for
the  Contracts  and the Fund's  prospectus  printed  together in one document or
separately.  The  Company  may elect to print the Fund's  prospectus  and/or its
statement of additional  information in combination  with other fund  companies'
prospectuses and statements of additional information.

         3.2(a). Except as otherwise provided in this Section 3.2., all expenses
of preparing,  setting in type and printing and distributing  Fund  prospectuses
and  statements of additional  information  shall be the expense of the Company.
For  prospectuses  and  statements  of  additional  information  provided by the
Company to its existing  owners of Contracts  in order to update  disclosure  as
required  by the 1933 Act  and/or  the 1940 Act,  the cost of  setting  in type,
printing and distributing  shall be borne by the Fund. If the Company chooses to
receive  camera-ready  film or computer  diskettes in lieu of receiving  printed
copies of the Fund's prospectus and/or statement of additional information,  the
Fund shall bear the cost of typesetting to provide the Fund's  prospectus and/or
statement of  additional  information  to the Company in the format in which the
Fund is  accustomed  to  formatting  prospectuses  and  statements of additional
information,  respectively,  and the Company shall bear the expense of adjusting
or changing the format to conform with any of its prospectuses and/or statements
of additional information. In such event, the Fund will reimburse the Company in
an  amount  equal  to the  product  of x and y  where  x is the  number  of such
prospectuses  distributed  to owners of the  Contracts,  and y is the Fund's per
unit cost of printing  the Fund's  prospectuses.  The same  procedures  shall be
followed  with respect to the Fund's  statement of additional  information.  The
Fund  shall not pay any costs of  typesetting,  printing  and  distributing  the
Fund's  prospectus  and/or  statement of additional  information  to prospective
Contract owners.

         3.2(b). The Fund, at its expense, shall provide the Company with copies
of its proxy  statements,  reports  to  shareholders,  and other  communications
(except for  prospectuses  and statements of additional  information,  which are
covered in Section 3.2(a) above) to shareholders in such quantity as the Company
shall reasonably require for distributing to Contract owners. The Fund shall not
pay  any  costs  of  distributing  such  proxy-related   material,   reports  to
shareholders, and other communications to prospective Contract owners.

         3.2(c).  The Company  agrees to provide the Fund or its  designee  with
such  information as may be reasonably  requested by the Fund to assure that the
Fund's expenses do not include the cost of typesetting, printing or distributing
any of the foregoing documents other than those actually distributed to existing
Contract owners.

         3.2(d) The Fund shall pay no fee or other  compensation  to the Company
under  this  Agreement,  except  that if the Fund or any  Portfolio  adopts  and
implements a plan pursuant to Rule 12b-1 to finance distribution expenses,  then
the  Underwriter  may make payments to the Company or to the underwriter for the
Contracts if and in amounts agreed to by the Underwriter in writing.

         3.2(e)  All  expenses,  including  expenses  to be  borne  by the  Fund
pursuant to Section 3.2 hereof,  incident to  performance by the Fund under this
Agreement  shall  be paid by the  Fund.  The Fund  shall  see to it that all its
shares are registered and authorized for issuance in accordance  with applicable
federal  law  and,  if  and to the  extent  deemed  advisable  by the  Fund,  in
accordance with  applicable  state laws prior to their sale. The Fund shall bear
the  expenses  for the cost of  registration  and  qualification  of the  Fund's
shares.

         3.3. The Fund's statement of additional information shall be obtainable
from the Fund, the Underwriter, the Company or such other person as the Fund may
designate.

         3.4. If and to the extent required by law the Company shall  distribute
all proxy  material  furnished  by the Fund to  Contract  Owners to whom  voting
privileges are required to be extended and shall:

                  (i)      solicit voting instructions from Contract owners;

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

                  (iii)    vote Fund shares for which no instructions  have been
                           received  in the same  proportion  as Fund  shares of
                           such  Portfolio  for  which  instructions  have  been
                           received,

so long  as and to the  extent  that  the  Securities  and  Exchange  Commission
continues to interpret the 1940 Act to require  pass-through  voting  privileges
for variable contract owners. The Company reserves the right to vote Fund shares
held in any segregated  asset account in its own right, to the extent  permitted
by law. The Fund and the Company shall follow the procedures, and shall have the
corresponding responsibilities, for the handling of proxy and voting instruction
solicitations,  as set forth in  Schedule  C attached  hereto  and  incorporated
herein by reference.  Participating Insurance Companies shall be responsible for
ensuring  that  each  of  their  separate  accounts  participating  in the  Fund
calculates voting privileges in a manner consistent with the standards set forth
on Schedule C, which standards will also be provided to the other  Participating
Insurance Companies.

         3.5. The Fund will comply with all provisions of the 1940 Act requiring
voting by  shareholders,  and in  particular  the Fund will  either  provide for
annual meetings  (except  insofar as the Securities and Exchange  Commission may
interpret  Section 16 not to require such meetings) or comply with Section 16(c)
of the 1940 Act (although the Fund is not one of the trusts described in Section
16(c) of that Act) as well as with Sections  16(a) and, if and when  applicable,
16(b). Further, the Fund will act in accordance with the Securities and Exchange
Commission's interpretation of the requirements of Section 16(a) with respect to
periodic  elections of directors  and with  whatever  rules the  Commission  may
promulgate with respect thereto.


                   ARTICLE IV. Sales Material and Information

         4.1. The Company shall furnish, or shall cause to be furnished,  to the
Fund, the Underwriter or their designee, each piece of sales literature or other
promotional  material prepared by the Company or any person contracting with the
Company in which the Fund, the Adviser or the Underwriter is named, at least ten
Business Days prior to its use. No such material  shall be used if the Fund, the
Adviser, the Underwriter or their designee reasonably objects to such use within
ten Business Days after receipt of such material.

         4.2.  Neither the Company nor any person  contracting  with the Company
shall give any information or make any  representations  or statements on behalf
of the Fund or concerning the Fund in connection  with the sale of the Contracts
other than the  information  or  representations  contained in the  registration
statement or Fund prospectus,  as such registration statement or Fund prospectus
may be amended or supplemented  from time to time, or in reports to shareholders
or proxy  statements for the Fund, or in sales  literature or other  promotional
material approved by the Fund or its designee, except with the permission of the
Fund or its designee.

         4.3. The Fund shall  furnish,  or shall cause to be  furnished,  to the
Company or its designee,  each piece of sales  literature  or other  promotional
material prepared by the Fund in which the Company or its Accounts, are named at
least ten Business Days prior to its use. No such material  shall be used if the
Company or its designee  reasonably objects to such use within ten Business Days
after receipt of such material.

         4.4. Neither the Fund nor the Underwriter shall give any information or
make any  representations  on behalf of the Company or  concerning  the Company,
each Account,  or the Contracts,  other than the information or  representations
contained in a registration  statement or prospectus for the Contracts,  as such
registration statement or prospectus may be amended or supplemented from time to
time, or in published reports or solicitations  for voting  instruction for each
Account  which  are in  the  public  domain  or  approved  by  the  Company  for
distribution to Contract  owners,  or in sales  literature or other  promotional
material approved by the Company or its designee,  except with the permission of
the Company.

         4.5. The Fund will provide to the Company at least one complete copy of
all registration statements, prospectuses, statements of additional information,
reports,  proxy statements,  sales literature and other  promotional  materials,
applications for exemptions,  requests for no-action letters, and all amendments
to any of the above,  that relate to the Fund or its  shares,  contemporaneously
with the filing of such document with the Securities and Exchange  Commission or
other regulatory authorities.

         4.6. The Company will provide to the Fund at least one complete copy of
all registration statements, prospectuses, statements of additional information,
reports,  solicitations  for voting  instructions,  sales  literature  and other
promotional  materials,  applications  for  exemptions,  requests  for no action
letters,  and all amendments to any of the above,  that relate to the investment
in an Account or Contract,  contemporaneously  with the filing of such  document
with the Securities and Exchange Commission or other regulatory authorities.

         4.7. For purposes of this Article IV, the phrase  "sales  literature or
other  promotional  material"  includes,  but  is  not  limited  to,  any of the
following: advertisements (such as material published, or designed for use in, a
newspaper,  magazine, or other periodical, radio, television,  telephone or tape
recording,  videotape display,  signs or billboards,  motion pictures,  or other
public media), sales literature (i.e., any written communication  distributed or
made  generally  available  to  customers  or the public,  including  brochures,
circulars,  research  reports,  market  letters,  form letters,  seminar  texts,
reprints or excerpts of any other advertisement,  sales literature, or published
article),  educational or training materials or other communications distributed
or made generally available to some or all agents or employees, and registration
statements,  prospectuses,  statements  of additional  information,  shareholder
reports, and proxy materials.

                              ARTICLE V. [RESERVED]


                           ARTICLE VI. Diversification

         6.1.  The Fund will use its best  efforts to at all times  comply  with
Section  817(h) of the Code and  Treasury  Regulation  1.817-5,  relating to the
diversification  requirements for variable annuity, endowment, or life insurance
contracts  and  any  amendments  or  other  modifications  to  such  Section  or
Regulations.  In the  event  the Fund  ceases  to so  qualify,  it will take all
reasonable  steps  (a) to notify  Company  of such  event and (b) to  adequately
diversify the Fund so as to achieve  compliance within the grace period afforded
by Regulation 817-5.


                        ARTICLE VII. Potential Conflicts

         7.1. The Board will monitor the Fund for the  existence of any material
irreconcilable  conflict  between the  interests of the  contract  owners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons,  including: (a) an action by any state insurance
regulatory  authority;  (b) a change in applicable  federal or state  insurance,
tax, or securities  laws or  regulations,  or a public  ruling,  private  letter
ruling,  no-action or interpretative letter, or any similar action by insurance,
tax, or securities  regulatory  authorities;  (c) an  administrative or judicial
decision in any relevant proceeding;  (d) the manner in which the investments of
any Portfolio are being managed;  (e) a difference in voting  instructions given
by variable annuity contract owners and variable life insurance contract owners;
or (f) a decision by a Participating  Insurance  Company to disregard the voting
instructions of contract owners.  The Board shall promptly inform the Company if
it  determines  that  an   irreconcilable   material  conflict  exists  and  the
implications thereof.

         7.2.  The  Company  will  report any  potential  or  existing  material
irreconcilable  conflict  of which it is aware to the Board.  The  Company  will
assist the Board in carrying out its  responsibilities  under the Shared Funding
Exemptive  Order,  by  providing  the  Board  with  all  information  reasonably
necessary for the Board to consider any issues raised. This includes, but is not
limited to, an obligation by the Company to inform the Board  whenever  contract
owner voting instructions are disregarded.

         7.3. If it is determined  by a majority of the Board,  or a majority of
its disinterested  trustees, that a material irreconcilable conflict exists, the
Company and other Participating  Insurance Companies shall, at their expense and
to the  extent  reasonably  practicable  (as  determined  by a  majority  of the
disinterested  trustees),  take  whatever  steps  are  necessary  to  remedy  or
eliminate  the  irreconcilable  material  conflict,  up to  and  including:  (1)
withdrawing  the assets  allocable to some or all of the separate  accounts from
the Fund or any Portfolio and reinvesting such assets in a different  investment
medium,  including  (but not  limited  to)  another  Portfolio  of the Fund,  or
submitting the question whether such segregation should be implemented to a vote
of all affected  Contract owners and, as appropriate,  segregating the assets of
any appropriate  group (i.e.,  annuity  contract  owners,  life insurance policy
owners,  or  variable  contract  owners of one or more  Participating  Insurance
Companies) that votes in favor of such segregation,  or offering to the affected
contract owners the option of making such a change;  and (2)  establishing a new
registered  management investment company or managed separate account. No charge
or penalty will be imposed as a result of such  withdrawal.  The Company  agrees
that it bears the responsibility to take remedial action in the event of a Board
determination  of an  irreconcilable  material  conflict  and  the  cost of such
remedial action, and these responsibilities will be carried out with a view only
to the interests of Contract owners.

         7.4. If a material irreconcilable conflict arises because of a decision
by the Company to disregard contract owner voting instructions and that decision
represents a minority  position or would  preclude a majority  vote, the Company
may be required,  at the Fund's  election,  to withdraw  the affected  Account's
investment in the Fund and terminate this Agreement with respect to such Account
(at  the  Company's  expense);   provided,  however  that  such  withdrawal  and
termination  shall be limited to the extent  required by the foregoing  material
irreconcilable conflict as determined by a majority of the disinterested members
of the  Board.  No  charge  or  penalty  will be  imposed  as a  result  of such
withdrawal. The Company agrees that it bears the responsibility to take remedial
action  in the  event of a Board  determination  of an  irreconcilable  material
conflict and the cost of such remedial action, and these  responsibilities  will
be carried out with a view only to the interests of Contract owners.

         7.5.  For  purposes of Sections  7.3 through 7.4 of this  Agreement,  a
majority of the  disinterested  members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be  required to  establish  a new funding  medium for the
Contracts.  The  Company  shall not be  required  by Section  7.3 through 7.4 to
establish a new funding  medium for the  Contracts if an offer to do so has been
declined by vote of a majority of Contract owners materially  adversely affected
by the irreconcilable material conflict.

         7.6. If and to the extent that Rule 6e-2 and Rule  6e-3(T) are amended,
or Rule 6e-3 is adopted,  to provide  exemptive relief from any provision of the
1940 Act or the rules  promulgated  thereunder  with  respect to mixed or shared
funding  (as  defined  in the  Shared  Funding  Exemptive  Order)  on terms  and
conditions  materially  different  from those  contained  in the Shared  Funding
Exemptive Order, then the Fund and/or the Participating  Insurance Companies, as
appropriate, shall take such steps as may be necessary to comply with Rules 6e-2
and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are
applicable.

         7.7 Each of the Company and the Adviser shall at least annually  submit
to the Board such reports, materials or data as the Board may reasonably request
so that the Board may fully carry out the  obligations  imposed upon them by the
provisions  hereof and in the Shared Funding  Exemptive Order, and said reports,
materials and data shall be submitted more  frequently if deemed  appropriate by
the Board. All reports received by the Board of potential or existing conflicts,
and all Board  action with regard to  determining  the  existence of a conflict,
notifying  Participating  Insurance  Companies  of a conflict,  and  determining
whether any proposed action  adequately  remedies a conflict,  shall be properly
recorded  in the  minutes of the Board or other  appropriate  records,  and such
minutes or other records shall be made  available to the Securities and Exchange
Commission upon request.


                          ARTICLE VIII. Indemnification

         8.1.     Indemnification By The Company

         8.1(a). The Company agrees to indemnify and hold harmless the Fund, the
Underwriter  and each member of their  respective  Board and  officers  and each
person,  if any,  who  controls the Fund within the meaning of Section 15 of the
1933 Act (collectively,  the "Indemnified  Parties" for purposes of this Section
8.1) against any and all losses, claims, damages, liabilities (including amounts
paid in  settlement  with the  written  consent of the  Company)  or  litigation
(including  legal and other  expenses),  to which the  Indemnified  Parties  may
become  subject  under any  statute,  regulation,  at common  law or  otherwise,
insofar as such losses, claims, damages,  liabilities or expenses (or actions in
respect  thereof) or  settlements  are related to the sale or acquisition of the
Fund's shares or the Contracts and:

               (i) arise  out of or are  based  upon any  untrue  statements  or
               alleged  untrue  statements of any material fact contained in the
               registration   statement  or  prospectus  for  the  Contracts  or
               contained in the Contracts or sales  literature for the Contracts
               (or any  amendment or  supplement  to any of the  foregoing),  or
               arise  out of or are  based  upon  the  omission  or the  alleged
               omission to state  therein a material  fact required to be stated
               therein  or  necessary  to  make  the   statements   therein  not
               misleading,  provided that this agreement to indemnify  shall not
               apply as to any  Indemnified  Party if such statement or omission
               or such alleged  statement or omission was made in reliance  upon
               and in conformity with information furnished to the Company by or
               on behalf of the Fund for use in the  registration  statement  or
               prospectus  for  the  Contracts  or in  the  Contracts  or  sales
               literature  (or any amendment or supplement) or otherwise for use
               in connection with the sale of the Contracts or Fund shares; or

               (ii) arise out of or as a result of statements or representations
               (other  than  statements  or  representations  contained  in  the
               registration  statement,  prospectus  or sales  literature of the
               Fund not  supplied by the Company,  or persons  under its control
               and other than  statements or  representations  authorized by the
               Fund or the  Underwriter)  or unlawful  conduct of the Company or
               persons   under  its  control,   with  respect  to  the  sale  or
               distribution of the Contracts or Fund shares; or

               (iii)  arise out of or as a result  of any  untrue  statement  or
               alleged  untrue  statement  of a  material  fact  contained  in a
               registration  statement,  prospectus,  or sales literature of the
               Fund or any  amendment  thereof  or  supplement  thereto,  or the
               omission  or alleged  omission to state  therein a material  fact
               required to be stated  therein or necessary to make the statement
               or  statements  therein not  misleading,  if such a statement  or
               omission  was  made  in  reliance  upon  and in  conformity  with
               information furnished to the Fund by or on behalf of the Company;
               or

               (iv) arise as a result of any  failure by the  Company to provide
               the  services and furnish the  materials  under the terms of this
               Agreement; or

               (v)  arise  out of or  result  from any  material  breach  of any
               representation  and/or  warranty  made  by the  Company  in  this
               Agreement  or arise  out of or  result  from any  other  material
               breach of this Agreement by the Company.

         8.1(b).  The  Company  shall not be liable  under this  indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed  against an  Indemnified  Party as such may arise from such
Indemnified Party's willful  misfeasance,  bad faith, or gross negligence in the
performance of such Indemnified  Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement.

         8.1(c).  The  Company  shall not be liable  under this  indemnification
provision  with  respect to any claim made against an  Indemnified  Party unless
such  Indemnified  Party shall have  notified  the  Company in writing  within a
reasonable   time  after  the  summons  or  other  first  legal  process  giving
information  of the  nature  of the  claim  shall  have  been  served  upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated  agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it may have to
the  Indemnified  Party  against whom such action is brought  otherwise  than on
account of this  indemnification  provision.  In case any such action is brought
against the Indemnified  Parties,  the Company shall be entitled to participate,
at its own expense,  in the defense thereof.  The Company also shall be entitled
to assume the defense thereof,  with counsel  satisfactory to the party named in
the  action.  After  notice  from the  Company  to such  party of the  Company's
election to assume the defense  thereof,  the  Indemnified  Party shall bear the
fees and expenses of any additional counsel retained by it, and the Company will
not be liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

         8.1(d). The Indemnified Parties will promptly notify the Company of the
commencement  of any litigation or proceedings  against them in connection  with
this Agreement, the issuance or sale of the Fund shares or the Contracts, or the
operation of the Fund.

         8.2.     Indemnification by Underwriter

         8.2(a). The Underwriter  agrees, with respect to each Portfolio that it
distributes,  to  indemnify  and  hold  harmless  the  Company  and  each of its
directors and officers and each person,  if any, who controls the Company within
the  meaning  of  Section  15 of the 1933 Act  (collectively,  the  "Indemnified
Parties" for  purposes of this Section 8.2) against any and all losses,  claims,
damages,  liabilities  (including  amounts paid in  settlement  with the written
consent of the Underwriter) or litigation  (including legal and other expenses),
to  which  the  Indemnified  Parties  may  become  subject  under  any  statute,
regulation, at common law or otherwise, insofar as such losses, claims, damages,
liabilities  or expenses  (or actions in respect  thereof)  or  settlements  are
related to the sale or  acquisition  of the Fund's shares that it distributes or
the Contracts and:

               (i)  arise  out of or are  based  upon any  untrue  statement  or
               alleged  untrue  statement of any material fact  contained in the
               registration  statement or prospectus or sales  literature of the
               Fund (or any amendment or supplement to any of the foregoing), or
               arise  out of or are  based  upon  the  omission  or the  alleged
               omission to state  therein a material  fact required to be stated
               therein  or  necessary  to  make  the   statements   therein  not
               misleading,  provided that this agreement to indemnify  shall not
               apply as to any  Indemnified  Party if such statement or omission
               or such alleged  statement or omission was made in reliance  upon
               and in conformity with  information  furnished to the Fund or the
               Underwriter  by or on  behalf  of  the  Company  for  use  in the
               registration  statement  or  prospectus  for the Fund or in sales
               literature  (or any amendment or supplement) or otherwise for use
               in connection with the sale of the Contracts or Portfolio shares;
               or

               (ii) arise out of or as a result of statements or representations
               (other  than  statements  or  representations  contained  in  the
               registration  statement,  prospectus or sales  literature for the
               Contracts not supplied by the Fund,  the  Underwriter  or persons
               under  their  respective  control  and other than  statements  or
               representations authorized by the Company) or unlawful conduct of
               the Fund or  Underwriter  or persons  under their  control,  with
               respect to the sale or distribution of the Contracts or Portfolio
               shares; or

               (iii)  arise out of or as a result  of any  untrue  statement  or
               alleged  untrue  statement  of a  material  fact  contained  in a
               registration statement,  prospectus, or sales literature covering
               the Contracts, or any amendment thereof or supplement thereto, or
               the omission or alleged omission to state therein a material fact
               required to be stated  therein or necessary to make the statement
               or  statements  therein  not  misleading,  if such  statement  or
               omission  was  made  in  reliance  upon  and in  conformity  with
               information  furnished to the Company by or on behalf of the Fund
               or the Underwriter; or

               (iv)  arise  as a  result  of  any  failure  by the  Fund  or the
               Underwriter  to provide the  services  and furnish the  materials
               under the terms of this Agreement; or

               (v)  arise  out of or  result  from any  material  breach  of any
               representation  and/or  warranty made by the  Underwriter in this
               Agreement  or arise  out of or  result  from any  other  material
               breach of this Agreement by the Underwriter; as limited by and in
               accordance  with the  provisions  of  Section  8.2(b)  and 8.2(c)
               hereof.

         8.2(b). The Underwriter shall not be liable under this  indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed  against an  Indemnified  Party as such may arise from such
Indemnified Party's willful  misfeasance,  bad faith, or gross negligence in the
performance of such Indemnified  Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement.

         8.2(c). The Underwriter shall not be liable under this  indemnification
provision  with  respect to any claim made against an  Indemnified  Party unless
such  Indemnified  Party shall have notified the Underwriter in writing within a
reasonable   time  after  the  summons  or  other  first  legal  process  giving
information  of the  nature  of the  claim  shall  have  been  served  upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated  agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against  the  Indemnified   Parties,   the  Underwriter   will  be  entitled  to
participate,  at its own expense,  in the defense thereof.  The Underwriter also
shall be entitled to assume the defense  thereof,  with counsel  satisfactory to
the party named in the action.  After notice from the  Underwriter to such party
of the  Underwriter's  election to assume the defense  thereof,  the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the  Underwriter  will not be liable to such party under this  Agreement for
any legal or other expenses subsequently incurred by such party independently in
connection   with  the  defense   thereof   other  than   reasonable   costs  of
investigation.

         8.2(d).  The Company agrees  promptly to notify the  Underwriter of the
commencement of any litigation or proceedings  against it or any of its officers
or  directors in  connection  with this  Agreement,  the issuance or sale of the
Contracts or the operation of each Account.


         8.3.     Indemnification by the Adviser

         8.3(a).  The Adviser  agrees to indemnify and hold harmless the Company
and its directors and officers and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act (hereinafter collectively,  the
"Indemnified  Parties" and  individually,  "Indemnified  Party," for purposes of
this  Section  8.3)  against any and all losses,  claims,  damages,  liabilities
(including  amounts paid in settlement  with the written consent of the Adviser)
or litigation  (including  legal and other  expenses),  to which the Indemnified
Parties  may become  subject  under any  statute,  regulation,  at common law or
otherwise,  insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect  thereof) or settlements are related to the operations of the
Adviser or the Fund and:

               (i)  arise  out of or are  based  upon any  untrue  statement  or
               alleged  untrue  statement of any material fact  contained in the
               registration  statement or prospectus or sales  literature of the
               Fund (or any amendment or supplement to any of the foregoing), or
               arise  out of or are  based  upon  the  omission  or the  alleged
               omission to state  therein a material  fact required to be stated
               therein  or  necessary  to  make  the   statements   therein  not
               misleading,  provided that this agreement to indemnify  shall not
               apply as to any  Indemnified  Party if such statement or omission
               or such alleged  statement or omission was made in reliance  upon
               and in conformity with information  furnished to the Adviser, the
               Fund or the Underwriter by or on behalf of the Company for use in
               the registration statement or prospectus for the Fund or in sales
               literature  (or any amendment or supplement) or otherwise for use
               in connection with the sale of the Contracts or Portfolio shares;
               or

               (ii) arise out of or as a result of statements or representations
               (other  than  statements  or  representations  contained  in  the
               registration  statement,  prospectus or sales  literature for the
               Contracts not supplied by the Fund,  the Adviser or persons under
               its  control  and  other  than   statements  or   representations
               authorized by the Company) or unlawful  conduct of the Fund,  the
               Adviser or persons under their control,  with respect to the sale
               or distribution of the Contracts or Portfolio shares; or

               (iii)  arise out of or as a result  of any  untrue  statement  or
               alleged  untrue  statement  of a  material  fact  contained  in a
               registration statement,  prospectus, or sales literature covering
               the Contracts, or any amendment thereof or supplement thereto, or
               the omission or alleged omission to state therein a material fact
               required to be stated  therein or necessary to make the statement
               or  statements  therein  not  misleading,  if such  statement  or
               omission was made in reliance upon  information  furnished To the
               Company by or on behalf of the Fund or the Adviser; or

               (iv) arise as a result of any  failure by the  Adviser to provide
               the  services and furnish the  materials  under the terms of this
               Agreement; or

               (v)  arise  out of or  result  from any  material  breach  of any
               representation and/or warranty made by the Fund or the Adviser in
               this  Agreement or arise out of or result from any other material
               breach of this  Agreement by the Fund or the  Adviser,  including
               without  limitation  any  failure by the Fund to comply  with the
               conditions of Article VI hereof.

         8.3(b).  The  Adviser  shall not be liable  under this  indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred  or  assessed  against  an  Indemnified  Party as may  arise  from such
Indemnified Party's willful  misfeasance,  bad faith, or gross negligence in the
performance of such Indemnified  Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement.

         8.3(c).  The  Adviser  shall not be liable  under this  indemnification
provision  with  respect to any claim made against an  Indemnified  Party unless
such  Indemnified  Party shall have  notified  the  Adviser in writing  within a
reasonable   time  after  the  summons  or  other  first  legal  process  giving
information  of the  nature  of the  claim  shall  have  been  served  upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated  agent), but failure to notify the Adviser of any
such claim shall not relieve the Adviser from any liability which it may have to
the  Indemnified  Party  against whom such action is brought  otherwise  than on
account of this  indemnification  provision.  In case any such action is brought
against the Indemnified Parties, the Adviser will be entitled to participate, at
its own expense,  in the defense thereof.  The Adviser also shall be entitled to
assume the defense thereof,  with counsel satisfactory to the party named in the
action. After notice from the Adviser to such party of the Adviser's election to
assume  the  defense  thereof,  the  Indemnified  Party  shall bear the fees and
expenses of any additional  counsel  retained by it, and the Adviser will not be
liable to such  party  under  this  Agreement  for any  legal or other  expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

         8.3(d).  The  Company  agrees to  promptly  notify  the  Adviser of the
commencement of any litigation or proceedings  against it or any of its officers
or  directors in  connection  with this  Agreement,  the issuance or sale of the
Contracts,  with  respect  to the  operation  of each  Account,  or the  sale or
acquisition of shares of the Adviser.


                           ARTICLE IX. Applicable Law

         9.1.  This  Agreement  shall be  construed  and the  provisions  hereof
interpreted under and in accordance with the laws of the State of Illinois.

         9.2.  This  Agreement  shall be subject to the  provisions of the 1933,
1934 and 1940  Acts,  and the  rules and  regulations  and  rulings  thereunder,
including such  exemptions  from those  statutes,  rules and  regulations as the
Securities and Exchange Commission may grant (including, but not limited to, the
Shared Funding  Exemptive  Order) and the terms hereof shall be interpreted  and
construed in accordance therewith.


                             ARTICLE X. Termination

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

                  (a)      termination  by any  party for any  reason  upon
                  six-months  advance  written  notice delivered to the other
                  parties; or

                  (b)  termination by the Company by written notice to the Fund,
                  the Adviser and the Underwriter  with respect to any Portfolio
                  based upon the  Company's  determination  that  shares of such
                  Portfolio   are  not   reasonably   available   to  meet   the
                  requirements  of the Contracts.  Reasonable  advance notice of
                  election to terminate shall be furnished by the Company,  said
                  termination  to be  effective  ten (10) days after  receipt of
                  notice unless the Fund makes available a sufficient  number of
                  shares to  reasonably  meet the  requirements  of the  Account
                  within said ten (10) day period; or

                  (c)  termination by the Company by written notice to the Fund,
                  the Adviser and the Underwriter  with respect to any Portfolio
                  in the event any of the Portfolio's shares are not registered,
                  issued or sold in  accordance  with  applicable  state  and/or
                  federal  law or such law  precludes  the use of such shares as
                  the underlying investment medium of the Contracts issued or to
                  be issued by the  Company.  The  terminating  party shall give
                  prompt  notice  to  the  other  parties  of  its  decision  to
                  terminate; or

                  (d)  termination by the Company by written notice to the Fund,
                  the Adviser and the Underwriter  with respect to any Portfolio
                  in the  event  that such  Portfolio  ceases  to  qualify  as a
                  Regulated Investment Company under Subchapter M of the Code or
                  under any successor or similar provision; or

                  (e)  termination  by the Company by written notice to the Fund
                  and the Underwriter with respect to any Portfolio in the event
                  that  such  Portfolio   fails  to  meet  the   diversification
                  requirements specified in Article VI hereof; or

                  (f)  termination  by  either  the  Fund,  the  Adviser  or the
                  Underwriter by written notice to the Company, if either one or
                  more  of the  Fund,  the  Adviser  or the  Underwriter,  shall
                  determine,  in its or their sole  judgment  exercised  in good
                  faith, that the Company and/or their affiliated  companies has
                  suffered  a   material   adverse   change  in  its   business,
                  operations, financial condition or prospects since the date of
                  this   Agreement  or  is  the  subject  of  material   adverse
                  publicity,   provided  that  the  Fund,  the  Adviser  or  the
                  Underwriter  will give the  Company  sixty (60) days'  advance
                  written  notice  of  such   determination  of  its  intent  to
                  terminate  this  Agreement,  and  provided  further that after
                  consideration  of the  actions  taken by the  Company  and any
                  other  changes  in  circumstances  since  the  giving  of such
                  notice,  the  determination  of the Fund,  the  Adviser or the
                  Underwriter  shall  continue  to apply  on the 60th day  since
                  giving  of such  notice,  then  such  60th  day  shall  be the
                  effective date of termination; or

                  (g)  termination by the Company by written notice to the Fund,
                  the  Adviser  and  the  Underwriter,   if  the  Company  shall
                  determine,  in its sole judgment exercised in good faith, that
                  either the Fund, the Adviser or the Underwriter has suffered a
                  material adverse change in its business, operations, financial
                  condition or prospects  since the date of this Agreement or is
                  the subject of material adverse  publicity,  provided that the
                  Company  will give the Fund,  the Adviser and the  Underwriter
                  sixty (60) days' advance written notice of such  determination
                  of its  intent  to  terminate  this  Agreement,  and  provided
                  further that after  consideration  of the actions taken by the
                  Fund, the Adviser or the  Underwriter and any other changes in
                  circumstances   since   the   giving  of  such   notice,   the
                  determination  of the Company  shall  continue to apply on the
                  60th day since giving of such notice, then such 60th day shall
                  be the effective date of termination; or

                  (h) termination by the Fund, the Adviser or the Underwriter by
                  written notice to the Company,  if the Company gives the Fund,
                  the Adviser and the Underwriter  the written notice  specified
                  in Section  1.5  hereof and at the time such  notice was given
                  there was no notice of termination outstanding under any other
                  provision of this Agreement; provided, however any termination
                  under this Section  10.1(h) shall be effective sixty (60) days
                  after the notice specified in Section 1.5 was given; or

                  (i)  termination by any party upon the other party's breach of
                  any  representation in Section 2 or any material  provision of
                  this  Agreement,  which  breach  has  not  been  cured  to the
                  satisfaction  of the  terminating  party  within ten (10) days
                  after  written  notice of such breach is delivered to the Fund
                  or the Company, as the case may be; or


                  (j) termination by the Fund, Adviser or Underwriter by written
                  notice to the  Company in the event an Account or  Contract is
                  not registered or sold in accordance with  applicable  federal
                  or state law or  regulation,  or the Company  fails to provide
                  pass-through voting privileges as specified in Section 3.4.

         10.2.  Effect of Termination.  Notwithstanding  any termination of this
Agreement,  the Fund  shall  at the  option  of the  Company,  continue  to make
available  additional shares of the Fund pursuant to the terms and conditions of
this Agreement, for all Contracts in effect on the effective date of termination
of this Agreement  (hereinafter referred to as "Existing Contracts") unless such
further  sale of Fund shares is  proscribed  by law,  regulation  or  applicable
regulatory  body, or unless the Fund  determines  that  liquidation  of the Fund
following termination of this Agreement is in the best interests of the Fund and
its shareholders.  Specifically,  without limitation, the owners of the Existing
Contracts shall be permitted to direct  reallocation of investments in the Fund,
redemption  of  investments  in the Fund and/or  investment in the Fund upon the
making of additional purchase payments under the Existing Contracts. The parties
agree that this Section 10.2 shall not apply to any  terminations  under Article
VII and the effect of such Article VII terminations shall be governed by Article
VII of this Agreement.

         10.3.  The Company  shall not redeem Fund  shares  attributable  to the
Contracts (as distinct  from Fund shares  attributable  to the Company's  assets
held in the  Account)  except  (i) as  necessary  to  implement  Contract  Owner
initiated or approved transactions,  or (ii) as required by state and/or federal
laws or regulations or judicial or other legal precedent of general  application
(hereinafter  referred  to as a  "Legally  Required  Redemption")  or  (iii)  as
permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act. Upon
request,  the Company will promptly  furnish to the Fund and the Underwriter the
opinion  of  counsel  for  the  Company   (which  counsel  shall  be  reasonably
satisfactory to the Fund and the  Underwriter) to the effect that any redemption
pursuant to clause  (ii) above is a Legally  Required  Redemption.  Furthermore,
except in cases where  permitted  under the terms of the Contracts,  the Company
shall not prevent  Contract Owners from allocating  payments to a Portfolio that
was otherwise available under the Contracts without first giving the Fund or the
Adviser 90 days notice of its intention to do so.


                               ARTICLE XI. Notices

         11.1 Any notice shall be sufficiently  given when sent by registered or
certified  mail to the other  party at the address of such party set forth below
or at such other  address as such party may from time to time specify in writing
to the other party.

         If to the Fund:

                  Van Kampen Life Investment Trust
                  One Parkview Plaza
                  Oakbrook Terrace, Illinois  60181
                  Attention:  Ronald A. Nyberg

         If to Underwriter:

                  Van Kampen Funds Inc.
                  One Parkview Plaza
                  Oakbrook Terrace, Illinois  60181
                  Attention:  Ronald A. Nyberg




         If to Adviser:

                  Van Kampen Asset Management Inc.
                  One Parkview Plaza
                  Oakbrook Terrace, Illinois  60181
                  Attention:  Ronald A. Nyberg

         If to the Company:

                  Allianz Life Insurance Company of North America
                  1750 Hennepin Avenue
                  Minneapolis, Minnesota  55403
                  Attention:  Tom Clifford

                        ARTICLE XII. Foreign Tax Credits

         12.1. The Fund and Adviser agree to consult in advance with the Company
concerning  whether  any series of the Fund  qualifies  to provide a foreign tax
credit pursuant to Section 853 of the Code.


                           ARTICLE XIII. Miscellaneous

         13.1.  All  persons  dealing  with the Fund  must  look  solely  to the
property  of the Fund for the  enforcement  of any  claims  against  the Fund as
neither  the  Board,  officers,  agents  or  shareholders  assume  any  personal
liability  for  obligations  entered  into on behalf  of the  Fund.  Each of the
Company,  Adviser and Underwriter  acknowledges  and agrees that, as provided by
Article 8, Section 8.1, of the Fund's  Agreement and  Declaration of Trust,  the
shareholders, trustees, officers, employees and other agents of the Fund and its
Portfolios  shall not  personally  be bound by or liable for  matters  set forth
hereunder,   nor  shall  resort  be  had  to  their  private  property  for  the
satisfaction  of any  obligation  or claim  hereunder.  A  Certificate  of Trust
referring to the Fund's  Agreement and  Declaration of Trust is on file with the
Secretary of State of Delaware.

         13.2.  Subject to the  requirements  of legal  process  and  regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the  Contracts  and all  information  reasonably  identified as
confidential  in writing by any other party  hereto and,  except as permitted by
this  Agreement,  shall not  disclose,  disseminate  or  utilize  such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party.

         13.3.  The captions in this  Agreement are included for  convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

         13.4.  This  Agreement  may be executed  simultaneously  in two or more
counterparts,  each of which taken  together  shall  constitute one and the same
instrument.

         13.5. If any provision of this Agreement  shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.

         13.6.  Each party hereto shall  cooperate with each other party and all
appropriate   governmental   authorities   (including   without  limitation  the
Securities  and Exchange  Commission,  the National  Association  of  Securities
Dealers  and state  insurance  regulators)  and shall  permit  such  authorities
reasonable  access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.

         13.7. The rights,  remedies and obligations contained in this Agreement
are  cumulative  and  are in  addition  to any  and  all  rights,  remedies  and
obligations at law or in equity,  which the parties hereto are entitled to under
state and federal laws.

         13.8. This Agreement or any of the rights and obligations hereunder may
not be assigned by any party  without the prior  written  consent of all parties
hereto;  provided,  however,  that the Adviser may assign this  Agreement or any
rights or  obligations  hereunder to any  affiliate  of or company  under common
control with the Adviser if such  assignee is duly  licensed and  registered  to
perform the obligations of the Adviser under this Agreement.

         13.9. The Company shall furnish, or shall cause to be furnished, to the
Fund or its designee copies of the following reports:

                                    (a) the Company's annual statement (prepared
                           under  statutory  accounting  principles)  and annual
                           report (prepared under generally accepted  accounting
                           principles  ("GAAP"),  if any),  as soon as practical
                           and in any event within 90 days after the end of each
                           fiscal year;

                                    (b)  the  Company's   June  30th   quarterly
                           statements  (statutory),  as soon as practical and in
                           any event within 45 days following such period;

                                    (c)   any   financial    statement,    proxy
                           statement,  notice or report of the  Company  sent to
                           stockholders   and/or   policyholders,   as  soon  as
                           practical after the delivery thereof to stockholders;

                                    (d)  any  registration   statement  (without
                           exhibits) and financial  reports of the Company filed
                           with the  Securities  and Exchange  Commission or any
                           state insurance regulator, as soon as practical after
                           the filing thereof;

                                    (e) any other public report submitted to the
                           Company by independent accountants in connection with
                           any annual,  interim or special audit made by them of
                           the books of the Company,  as soon as practical after
                           the receipt thereof.






         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement  to be executed  in its name and on its behalf by its duly  authorized
representative as of the date specified above.


ALLIANZ LIFE INSURANCE  COMPANY OF NORTH AMERICA on behalf of itself and each of
its Accounts named in Schedule A hereto, as amended from time to time


By:  /s/ Michael T. Westermeyer
________________________________________________
Vice President Corporate Legal Officer & Secretary


VAN KAMPEN LIFE INVESTMENT TRUST


By:   /s/ Dennis J McDonell
_______________________________________________
      Dennis J. McDonnell
      Executive Vice President


VAN KAMPEN FUNDS INC.


By:  /s/ Patrick Woelfel
________________________________________________
      Patrick Woelfel
      Senior Vice President


VAN KAMPEN ASSET MANAGEMENT INC.


By:  /s/ Dennis J McDonnell
________________________________________________
      Dennis J. McDonnell
      President





                                   SCHEDULE A

                         SEPARATE ACCOUNTS AND CONTRACTS


Name of Separate Account and               Form Numbers and Names of Contracts
Date Established by Board of Directors     Funded by Separate Account

Variable Account B                         US Allianz Alterity
Established: May 31, 1985                  Form No. L30800





                                   SCHEDULE B

                 PARTICIPATING LIFE INVESTMENT TRUST PORTFOLIOS



                              Enterprise Portfolio
                           Growth and Income Portfolio




                                   SCHEDULE C

                             PROXY VOTING PROCEDURES


The following is a list of procedures and corresponding responsibilities for the
handling of proxies and voting  instructions  relating to the Fund.  The defined
terms  herein shall have the meanings  assigned in the  Participation  Agreement
except that the term "Company"  shall also include the department or third party
assigned by the Company to perform the steps delineated below.

1.       The proxy  proposals  are given to the  Company by the Fund as early as
         possible before the date set by the Fund for the shareholder meeting to
         enable the Company to consider  and  prepare  for the  solicitation  of
         voting  instructions from owners of the Contracts and to facilitate the
         establishment  of  tabulation  procedures.  At this  time the Fund will
         inform the Company of the Record,  Mailing and Meeting dates. This will
         be done verbally approximately two months before meeting.

2.       Promptly  after the Record Date, the Company will perform a "tape run,"
         or other activity, which will generate the names, address and number of
         units  which are  attributed  to each  contractowner/policyholder  (the
         "Customer") as of the Record Date. Allowance should be made for account
         adjustments  made after  this date that could  affect the status of the
         Customers' accounts as of the Record Date.

         Note:  The number of proxy  statements is determined by the  activities
         described  in Step #2. The Company will use its best efforts to call in
         the number of Customers to the Fund, as soon as possible,  but no later
         than two weeks after the Record Date.

3.       The Fund's  Annual  Report must be sent to each Customer by the Company
         either  before  or  together  with the  Customers'  receipt  of  voting
         instruction  solicitation  material.  The Fund  will  provide  the last
         Annual  Report to the  Company  pursuant to the terms of Section 3.3 of
         the Agreement to which this Schedule relates.

4.       The text and  format  for the  Voting  Instruction  Cards  ("Cards"  or
         "Card") is  provided to the Company by the Fund.  The  Company,  at its
         expense,  shall produce and personalize the Voting  Instruction  Cards.
         The Fund or its  affiliate  must approve the Card before it is printed.
         Allow  approximately 2-4 business days for printing  information on the
         Cards. Information commonly found on the Cards includes:

         a.       name (legal name as found on account registration)
         b.       address
         c.       fund or account number
         d.       coding to state number of units (or equivalent shares)
         e.       individual  Card  number for use in tracking  and
                  verification  of votes  (already on Cards as printed by the
                  Fund).

(This and  related  steps may occur  later in the  chronological  process due to
possible uncertainties relating to the proposals.)


5.       During this time, the Fund will develop, produce, and the Fund will pay
         for the Notice of Proxy and the Proxy Statement (one document). Printed
         and folded notices and statements will be sent to Company for insertion
         into envelopes  (envelopes  and return  envelopes are provided and paid
         for by the  Company).  Contents of envelope  sent to  Customers  by the
         Company will include:

         a.       Voting Instruction Card(s)
         b.       One proxy notice and statement (one document)
         c.       return envelope (postage pre-paid by Company) addressed to the
                  Company or its tabulation agent
         d.       "urge  buckslip" - optional,  but  recommended.  (This is a
                  small,  single  sheet of paper that
                  requests  Customers  to vote as quickly as  possible  and that
                  their  vote is  important.  One copy will be  supplied  by the
                  Fund.)
         e.       cover letter - optional, supplied by Company and reviewed and
                  approved in advance by the Fund.

6.       The above contents should be received by the Company  approximately 3-5
         business days before mail date. Individual in charge at Company reviews
         and approves the contents of the mailing package to ensure  correctness
         and completeness. Copy of this approval sent to the Fund.

7. Package mailed by the Company.
         *        The Fund must allow at least a 15-day solicitation time to the
                  Company as the shareowner.  (A 5-week period is  recommended.)
                  Solicitation time is calculated as calendar days from (but not
                  including,) the meeting, counting backwards.

8.       Collection  and  tabulation of Cards begins.  Tabulation  usually takes
         place in another  department  or another  vendor  depending  on process
         used.  An often used  procedure is to sort Cards on arrival by proposal
         into vote  categories  of all yes, no, or mixed  replies,  and to begin
         data entry.

         Note:  Postmarks  are  not  generally  needed.  A  need  for  postmark
         information  would  be due to an insurance company's internal procedure
         and has not been required by the Fund in the past.

9. Signatures on Card checked against legal name on account  registration  which
was printed on the Card.

         Note:  For example,  if the account  registration  is under "John A.
         Smith,  Trustee,"  then that is the exact legal name to be printed on
         the Card and is the signature needed on the Card.

10.      If Cards are  mutilated,  or for any  reason are  illegible  or are not
         signed  properly,  they are sent back to Customer  with an  explanatory
         letter and a new Card and return  envelope.  The mutilated or illegible
         Card is  disregarded  and considered to be not received for purposes of
         vote  tabulation.   Any  Cards  that  have  been  "kicked  out"  (e.g.,
         mutilated,  illegible)  of the procedure  are "hand  verified,"  (i.e.,
         examined as to why they did not complete the system).  Any questions on
         those Cards are usually remedied individually.

11.      There are various control  procedures used to ensure proper  tabulation
         of votes and accuracy of that tabulation. The most prevalent is to sort
         the Cards as they first  arrive into  categories  depending  upon their
         vote;  an  estimate  of  how  the  vote  is  progressing  may  then  be
         calculated.  If the  initial  estimates  and  the  actual  vote  do not
         coincide,  then an internal  audit of that vote should occur.  This may
         entail a recount.

12.      The actual tabulation of votes is done in units (or equivalent  shares)
         which is then converted to shares.  (It is very important that the fund
         receives the tabulations stated in terms of a percentage and the number
         of shares.) The Fund must review and approve tabulation format.


13.      Final tabulation in shares is verbally given by the Company to the Fund
         on the morning of the meeting not later than 10:00 A.M.  Houston  time.
         The Fund may request an earlier  deadline if reasonable and if required
         to calculate the vote in time for the meeting.

14.      A  Certification  of Mailing and  Authorization  to Vote Shares will be
         required  from the  Company  as well as an  original  copy of the final
         vote. The Fund will provide a standard form for each Certification.

15.      The Company will be required to box and archive the Cards received from
         the Customers. In the event that any vote is challenged or if otherwise
         necessary for legal, regulatory,  or accounting purposes, the Fund will
         be permitted reasonable access to such Cards.

16. All  approvals  and  "signing-off"  may be done  orally,  but must always be
followed up in writing.