<PAGE>

                                                                  EXHIBIT 10.12.

                             UNDERWRITING AGREEMENT

         AGREEMENT dated as of July 24, 2000, by and between SAGE LIFE
ASSURANCE OF AMERICA, INC. (Insurer), a Delaware insurance company, and SAGE
DISTRIBUTORS, INC. (Distributor), a Delaware corporation.

                                   WITNESSETH:

         WHEREAS, Insurer is licensed to issue variable annuity contracts and
variable life insurance policies (Variable Products) in all states except New
York; and

         WHEREAS, Insurer has registered its Separate Accounts that hold assets
for the Variable Products with the SEC (SEC) as investment companies under the
Investment Company Act of 1940 (1940 Act) and interests in the Separate Accounts
for offer and sale to the public under the Securities Act of 1933 (1933 Act);
and

         WHEREAS, Insurer is required to offer and sell its registered Variable
Products to the public through an underwriter; and

         WHEREAS, Distributor is registered with the SEC as a broker-dealer
under the Securities Exchange Act of 1934 (1934 Act) and is a member in good
standing of the National Association of Securities Dealers, Inc. (NASD); and

         WHEREAS, Distributor desires to serve as underwriter of the Variable
Products.

         NOW THEREFORE, in consideration of the covenants and mutual promises
contained in this Agreement and other good and valuable consideration, the
receipt and legal sufficiency of which are acknowledged, Insurer and Distributor
hereby agree as follows:

1.       APPOINTMENT OF UNDERWRITER

         a.       APPOINTMENT. Insurer hereby appoints Distributor and
                  Distributor hereby accepts appointment as underwriter in
                  connection with the offer and sale to the public of all of the
                  Sage Variable Products issued by Insurer, which are currently
                  subject to an effective registration statement with the SEC
                  and those Variable Products issued by Insurer that may be so
                  registered in the future (Sage Variable Products). It is
                  understood that, in connection with its duties as underwriter,
                  Distributor shall be an agent for Insurer only with respect to
                  the sale and redemption of the Sage Variable Products. For all
                  other purposes, Distributor is acting as an independent
                  contractor and not as an agent, employee, partner, joint
                  venturer, affiliate or associate of Insurer, unless Insurer
                  specifically recognizes in writing, Distributor as its agent.
                  Any person, who is an officer, director, employee or agent of
                  both Insurer and Distributor, shall be deemed, when rendering
                  services to Distributor or acting on any business of
                  Distributor, to be rendering such services to or acting

<PAGE>

                  solely for Distributor and not as an officer, director,
                  employee or agent or one under the control or direction of
                  Insurer even though paid by Insurer.

         b.       DUTIES. As underwriter, Distributor shall solicit
                  broker-dealers to offer and sell the Sage Variable Products in
                  all jurisdictions in which the Sage Variable Products have
                  been qualified for sale (Selling Brokers). Selling Brokers
                  must be registered with the SEC and be a member in good
                  standing of the NASD All broker-dealers who agree to offer and
                  sell the Sage Variable Products shall be requested to execute
                  a Selling Agreement with Insurer in substantially the form
                  attached hereto as Exhibit A. Such Selling Agreement must
                  provide that in the event any Sage Variable Product sold by
                  the Selling Broker is tendered for redemption within seven
                  days of the date of sale or if it is returned under the free
                  look provisions of any state, all commissions paid to the
                  Selling Broker with respect to that product shall be returned
                  to Insurer.

                  Insurer also authorizes Distributor to offer and sell the Sage
                  Variable Products directly to the public.

         c.       DUTIES OF INSURER. Insurer shall provide to Distributor, from
                  time to time and immediately upon request, a list of the Sage
                  Variable Products that are currently registered with the SEC
                  and qualified for sale to the public, indicating in which
                  states those products have been qualified for sale under both
                  the insurance and securities laws. Insurer shall update such
                  list immediately upon any change in the jurisdictions where
                  the products have been qualified. Insurer agrees to accept all
                  Selling Agreements with Selling Brokers tendered by
                  Distributor to Insurer if such Selling Brokers meet the
                  suitability standards of Insurer and are not disqualified by
                  any regulatory authority. Insurer also agrees to appoint as
                  insurance agents all Registered Representatives of such
                  Selling Brokers who are designated for appointment by the
                  Selling Broker and who needs Insurer's standards.

         d.       COMPLIANCE. All activities engaged in by Distributor and the
                  Selling Brokers with respect to this Agreement shall be in
                  compliance with all applicable federal and state securities
                  laws and regulations and the Compliance Manual.

2.       COMPENSATION

         a.       UNDERWRITING SERVICES. Distributor shall receive no direct
                  compensation for providing underwriting services under this
                  Agreement.

         b.       COMMISSIONS ON TRANSACTIONS. Insurer shall pay to Distributor
                  any commissions that become payable to Registered
                  Representatives of Distributor for sales of the Sage Variable
                  Products, including all transaction-based fees payable to
                  Registered Representatives of Distributor for wholesaling and
                  referral activities. Distributor agrees that in the event any
                  Sage Variable Product is tendered for redemption within seven
                  days of the date of sale or if it is returned under the free
                  look provisions of any state, all commissions paid with
                  respect to

                                       2

<PAGE>

                  that product shall be returned to Insurer. It is noted however
                  that actual payment to the Registered Representative may be by
                  Sage Life or an affiliate under a common Paymaster Agreement.

         c.       EXPENSES. Each party shall be responsible for all expenses
                  they incur in carrying out their respective responsibilities
                  under the terms of this Agreement. Insurer shall be
                  responsible for all costs it incurs in registering or
                  qualifying the Variable Products for sale with the SEC and
                  with the various state regulators and for all costs incurred
                  in preparing and printing prospectuses, statements of
                  additional information, marketing materials and such other
                  documents as are required to maintain the registration and
                  qualification of the Variable Products with the SEC and the
                  states. Distributor shall be responsible for all of its costs
                  incurred in marketing the Sage Variable Products, including
                  the costs of printing and distributing any advertising
                  materials or sales literature, all travel expenses or other
                  costs related to selling the Sage Variable Products.

3.       REPRESENTATIONS AND WARRANTIES

         a.       DISTRIBUTOR. Distributor hereby represents and warrants to
                  Insurer as follows:

                  (1)      DUE INCORPORATION AND ORGANIZATION. Distributor is
                           duly organized and is in good standing under the laws
                           of the State of Delaware and is fully authorized to
                           enter into this Agreement and carry out its duties
                           and obligations hereunder.

                  (2)      AUTHORITY AND ENFORCEABILITY. This Agreement when
                           executed will be duly authorized, executed and
                           delivered by Distributor and will be a valid and
                           binding agreement of Distributor, enforceable in
                           accordance with its terms, except to the extent that
                           enforceability may be limited by (i) bankruptcy,
                           insolvency, moratorium, liquidation, reorganization,
                           or similar laws affecting creditors' rights
                           generally, regardless of whether such enforceability
                           is considered in equity or at law, (ii) general
                           equity principles, and (iii) limitations imposed by
                           federal and state securities laws or the public
                           policy underlying such laws regarding the
                           enforceability of indemnification or contribution
                           provisions.

                  (3)      REGISTRATION. Distributor is registered as a
                           broker-dealer with the SEC and with all the states in
                           which its activities require it to be so registered
                           and Distributor shall maintain such registrations in
                           effect at all times during the term of this
                           Agreement.

                  (4)      REPRESENTATIVES. All offers and sales shall be made
                           only through registered representatives of
                           Distributor who are licensed under the appropriate
                           state insurance laws and appointed by Insurer to
                           offer the Sage Variable Products (Registered
                           Representatives). Distributor shall immediately
                           notify Insurer in the event any Registered
                           Representative who has been appointed to sell the
                           Variable Products is named by any

                                       3

<PAGE>

                           regulator or in any civil suit or arbitration
                           involving alleged violations of any sales practices
                           in connection with the sale of a security or
                           insurance product.

                  (5)      REGULATORY COMPLIANCE. Distributor is in compliance
                           with all of the laws, rules and regulations of SEC,
                           NASD and the state securities regulators of all
                           states in which it conducts operations and that it
                           shall remain in compliance during the term of this
                           Agreement.

                  (6)      STATE LAWS. Distributor will offer and sell the Sage
                           Variable Products only in those states in which
                           Insurer has qualified the products for sale as
                           indicated on the most recent list of products
                           provided to Distributor.

                  (7)      SOLICITATION OF SALES. Distributor will use only the
                           most recent, currently effective prospectus and
                           Statement of Additional Information in connection
                           with any sales of the Sage Variable Products. If
                           during the term of this Agreement, Insurer determines
                           that the prospectus or Statement of Additional
                           Information should be amended or supplemented,
                           Distributor shall deliver any amendment or supplement
                           prepared by Insurer with the prospectus or Statement
                           of Additional Information as directed by Insurer.

                  (8)      APPLICATIONS AND CHECKS. Distributor shall assure
                           that each purchaser of a Sage Variable Product
                           executes an application for the Sage Variable
                           Product, which application shall be delivered
                           together with any check for the payment of sales to
                           Insurer no later than the next business day following
                           the date on which it is accepted by Distributor.

                  (9)      SALES PRACTICES. All sales of Sage Variable Products
                           by Distributor directly to the public shall be made
                           in compliance with all applicable regulatory
                           requirements, including, but not limited to those
                           that apply to suitability, switching, churning, break
                           points and other prohibited sales practices.
                           Distributor represents that any Sage Variable Product
                           is suitable and appropriate for the purchaser of the
                           product.

                  (10)     BEST EFFORTS. Distributor at all times shall provide
                           its best judgment and effort in carrying out its
                           obligations hereunder and shall act in compliance
                           with all the provisions of the Contracts governing
                           the Variable Products and the most current form of
                           effective registration statement for the variable
                           products.

b.       REPRESENTATIONS AND WARRANTIES OF INSURER

         Insurer hereby represents and warrants to Distributor as follows:

         (1)      DUE INCORPORATION AND ORGANIZATION. Insurer has been duly
                  incorporated and is in good standing under the laws of the
                  state of

                                       4

<PAGE>

                  Delaware and is fully authorized to enter into this Agreement
                  and carry out its obligations hereunder.

         (2)      AUTHORITY AND ENFORCEABILITY. This Agreement when executed
                  will be duly authorized, executed and delivered by Insurer and
                  will be a valid and binding agreement of Insurer, enforceable
                  in accordance with its terms, except to the extent that
                  enforceability may be limited by (i) bankruptcy, insolvency,
                  moratorium, liquidation, reorganization, or similar laws
                  affecting creditors' rights generally, regardless of whether
                  such enforceability is considered in equity or at law, (ii)
                  general equity principles, and (iii) limitations imposed by
                  federal and state securities laws or the public policy
                  underlying such laws regarding the enforceability of
                  indemnification or contribution provisions.

         (3)      SAGE VARIABLE PRODUCTS. The contracts and policies
                  constituting the Sage Variable Products sold to purchasers,
                  when accepted by Insurer, will constitute legal, valid and
                  binding obligations of Insurer, enforceable in accordance with
                  their respective terms, subject to bankruptcy, insolvency,
                  reorganization, moratorium and other similar laws and
                  principles of equity relating to or affecting the enforcement
                  of creditors' rights;

         (4)      REGISTRATION. The Separate Accounts underlying the Sage
                  Variable Products have been registered as investment companies
                  with the SEC under the 1940 Act and interests in each Separate
                  Account relating to the Sage Variable Products have been
                  registered or qualified for offer and sale to the public under
                  the 1933 Act and under the securities laws of all states where
                  such registration is required. Such registrations or
                  qualifications will be kept in effect during the term of this
                  Agreement.

         (5)      INSURANCE QUALIFICATION. The contracts and policies
                  constituting the variable products have been or will be
                  qualified to be offered and sold under the insurance laws of
                  each state in which such qualification is required and such
                  qualifications will be kept in effect during the term of this
                  Agreement.

         (6)      PROSPECTUSES AND SALES MATERIALS. Insurer agrees to provide to
                  Distributor a sufficient number of current prospectuses and
                  Statements of Additional Information for the Variable Products
                  as Distributor may request from time to time.

         (7)      ANTIFRAUD. The most current registration statements for the
                  Sage Variable Products, including the prospectuses and
                  Statements of Additional Information contained in those
                  registration statements do not contain any untrue statement of
                  a material fact or omit to state a material fact required to
                  be stated therein or necessary to make the statements therein,
                  in the light of the circumstances under which they were made,
                  not misleading and during the term of this Agreement, such
                  documents as they may be

                                       5

<PAGE>

                  amended or supplemented shall not contain any untrue statement
                  of a material fact or omit to state a material fact required
                  to be stated therein or necessary to make the statements
                  therein, in the light of the circumstances under which they
                  were made, not misleading. Insurer agrees that it will notify
                  Distributor immediately should any prospectus or Statement of
                  Additional Information no longer comply with this provision.

4.       COMPLAINTS, INVESTIGATIONS AND PROCEEDINGS

         a.       NOTICE OF CUSTOMER COMPLAINTS, REGULATORY INVESTIGATIONS AND
                  PROCEEDINGS. Distributor and Insurer shall notify each other
                  promptly of any customer complaint or notice of any regulatory
                  investigation or proceeding or judicial proceeding received by
                  either of them with respect to the Contracts or the activities
                  contemplated by this Agreement.

         b.       CUSTOMER COMPLAINTS. In the case of a customer complaint,
                  Distributor and Insurer shall cooperate in investigating such
                  complaint and any response by either party to such complaint.
                  Distributor and Insurer shall each be responsible for
                  compliance with regulatory requirements applicable to each of
                  them with regard to the handling, processing, resolution and
                  reporting of customer complaints. Distributor and Insurer
                  shall cooperate with each other in order to assist the other
                  in complying with requirements under applicable law, rules or
                  regulations governing the handling, processing and resolution
                  of customer complaints.

         c.       INVESTIGATIONS AND PROCEEDINGS. Distributor and Insurer shall
                  cooperate fully in any securities or insurance regulatory
                  investigation or proceeding or judicial proceeding arising in
                  connection with the offering, sale or distribution of the
                  Contracts distributed under this Agreement, and shall make
                  books and records maintained by each of them available for
                  inspection by regulatory authorities to which the other is
                  subject to the extent provided for in this Agreement or
                  required by applicable law, subject to the rights such party
                  may have to the attorney-client privilege or nondisclosure
                  obligations such party may have under applicable
                  confidentiality requirements.

         d.       RIGHT TO INDEMNIFICATION. It is expressly acknowledged and
                  agreed that the parties may seek indemnification from the
                  other for liabilities arising as a result of customer
                  complaints, regulatory investigations or other proceedings, to
                  the extent consistent with the terms and conditions of Section
                  5 of this Agreement.

5.       INDEMNIFICATION

         Each party shall indemnify and hold harmless the other and each person
         who controls or is associated with the indemnified party within the
         meaning of such terms under the federal securities laws, and any
         officer, director, employee or agent of the foregoing, against any and
         all losses, claims, damages or liabilities, joint or several (including
         any investigative, legal and other expenses reasonably incurred in
         connection with, and any amounts paid in settlement of, any action,
         suit or proceeding or any claim asserted), to

                                       6

<PAGE>

         which the indemnified party and/or any such person may become subject,
         under any statute or regulation, any NASD rule or interpretation, at
         common law or otherwise, insofar as such losses, claims, damages or
         liabilities arising from the acts or omissions of the indemnifying
         party:

6.       TERMINATION

         This Agreement shall terminate by either party, with or without cause,
         upon thirty (30) days written notice and immediately, upon notice of a
         breach of this Agreement.

7.       MISCELLANEOUS

         a.       BINDING EFFECT. This Agreement shall be binding on and shall
                  inure to the benefit of the respective successors and assigns
                  of the parties hereto provided that neither party shall assign
                  this Agreement or any rights or obligations hereunder without
                  the prior written consent of the other party.

         b.       AMENDMENT. Any other change in the terms or provisions of this
                  Agreement shall be by written agreement between Insurer and
                  Distributor.

         c.       RIGHTS, REMEDIES, ETC., ARE CUMULATIVE. 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. Failure of either
                  party to insist upon strict compliance with any of the
                  conditions of this Agreement shall not be construed as a
                  waiver of any of the conditions, but the same shall remain in
                  full force and effect. No waiver of any of the provisions of
                  this Agreement shall be deemed, or shall constitute, a waiver
                  of any other provisions, whether or not similar, nor shall any
                  waiver constitute a continuing waiver.

         d.       NOTICES. All notices hereunder are to be made in writing and
                  shall be given:

                           if to Insurer, to:

                           Mr. Robin I. Marsden
                           President and Chief Executive Officer
                           Sage Life Assurance of America, Inc.
                           300 Atlantic Street, Suite 302
                           Stamford, CT 06901

                           if to Distributor, to:

                           Mr. Christopher O'Gorman
                           President
                           Sage Distributors, Inc.
                           300 Atlantic Street
                           Stamford, CT 06901

                                       7

<PAGE>

                  or such other address as such party may hereafter specify in
                  writing. Each such notice to a party shall be either hand
                  delivered or transmitted by registered or certified United
                  States mail with return receipt requested, or by overnight
                  mail by a nationally recognized courier, and shall be
                  effective upon delivery.

         e.       INTERPRETATION; JURISDICTION. This Agreement constitutes the
                  whole agreement between the parties hereto with respect to the
                  subject matter hereof, and supersedes all prior oral or
                  written understandings, agreements or negotiations between the
                  parties with respect to such subject matter. No prior writings
                  by or between the parties with respect to the subject matter
                  hereof shall be used by either party in connection with the
                  interpretation of any provision of this Agreement. This
                  Agreement shall be construed and its provisions interpreted
                  under and in accordance with the internal laws of the state of
                  Connecticut without giving effect to principles of conflict of
                  laws.

         f.       SEVERABILITY. This is a severable Agreement. In the event that
                  any provision of this Agreement would require a party to take
                  action prohibited by applicable federal or state law or
                  prohibit a party from taking action required by applicable
                  federal or state law, then it is the intention of the parties
                  hereto that such provision shall be enforced to the extent
                  permitted under the law, and, in any event, that all other
                  provisions of this Agreement shall remain valid and duly
                  enforceable as if the provision at issue had never been a part
                  hereof.

         g.       SECTION AND OTHER HEADINGS. The headings 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.

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

         i.       REGULATION. This Agreement shall be subject to the provisions
                  of the 1933 Act, 1934 Act and 1940 Act and the Regulations and
                  the rules and regulations of the NASD, from time to time in
                  effect, including such exemptions from the 1940 Act as the SEC
                  may grant, and the terms hereof shall be interpreted and
                  construed in accordance therewith.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by such authorized officers on the date specified below.

                           SAGE LIFE ASSURANCE OF AMERICA, INC.

                           By: /s/ Robin I. Marsden
                               ---------------------
                           Name: Robin I. Marsden

                           Title: President and Chief Executive Officer

                           Date:  7/24/2000
                                  ------------------

                                       8

<PAGE>

                           SAGE DISTRIBUTORS, INC.

                           By:   /s/ Christopher O'Gorman
                                 ------------------------
                           Name: Christopher O'Gorman

                           Title: President

                           Date: 7/24/2000
                                 ------------------------
                                       9

<PAGE>

                  AMENDMENT NO. 1 TO THE UNDERWRITING AGREEMENT

         This Amendment No. 1 ("Amendment No. 1") to the Underwriting Agreement
by and between Sage Life Assurance Company of America, Inc. ("Insurer") and Sage
Distributors, Inc. ("Distributor"), dated as of July 24, 2000 (the "Underwriting
Agreement"), is entered into as of October 1, 2002.

         WHEREAS, Insurer and Distributor previously entered into the
Underwriting Agreement pursuant to which Distributor provides certain
underwriting services to Insurer;

         WHEREAS, Insurer and Distributor desire to amend the Underwriting
Agreement to provide for the full reimbursement by Insurer of Distributor's
costs of performing such underwriting services for Insurer;

         NOW, THEREFORE, in consideration of the covenants and mutual promises
contained in this Amendment No. 1 and other good and valuable consideration, the
receipt and legal sufficiency of which are acknowledged, Insurer and Distributor
hereby agree as follows:

         1.       AMENDMENTS TO THE UNDERWRITING AGREEMENT.

                  1.1      Section 2 of the Underwriting Agreement is hereby
amended and restated in its entirety as follows:

                  COMMISSIONS; EXPENSES; BOOKS AND RECORDS; PAYMENTS; INSURER'S
EXPENSES; REGULATORY REQUIREMENTS

                  a.       COMMISSIONS. Commissions resulting from transactions
in the Sage Variable Products through Distributor shall be paid by Insurer to
Distributor. Distributor agrees that in the event any Sage Variable Product is
tendered for redemption within seven days of the date of the sale or if it is
returned under the free look provision of any state, all commissions paid with
respect to that product shall be returned to Insurer. Commissions paid to
Distributor shall be used by Distributor to pay all commissions or other
transaction-based compensation payable in connection with the sales of any Sage
Variable Products to any registered person who has earned the commission. It is
understood, however, that the laws of many states in which the commissions are
earned require that the commissions and any other transaction-based compensation
be paid to an insurance agency and through the insurance agency to the
individuals entitled to receive the compensation. To comply with those laws, the
commissions and other transaction-based compensation may be retained by Insurer
for payment directly by insurer to the persons entitled to receive those
commissions and transaction-based compensation. It is understood that in
connection with those payments, all individuals who receive such compensation
must be registered as representatives of Distributor or Selling Brokers under
applicable securities laws, licensed as insurance agents under applicable
insurance laws and appointed to sell the Sage Variable Products by Insurer.
Furthermore, all compensation so paid shall be allocated to Distributor and
shown on the books and records of Distributor as if it were paid to Distributor.

                  b.       EXPENSES. Insurer hereby agrees that it shall
reimburse Distributor for any and all other costs and expenses incurred by
Distributor in providing the underwriting services to Insurer pursuant to this
Agreement to the extent such costs exceed any income Distributor actually
receives in connection with providing such underwriting services. The charge to
Insurer for such underwriting services shall be determined by Distributor and
shall be equal to the result of (i) plus (ii) minus (iii), where

                  (i) is all direct and directly allocable costs incurred by
Distributor reasonably and equitably determined to be attributable to selling
the Sage Variable Products, including without limitation, (x) any and all
compensation that become payable to those Registered Representatives of
Distributor who are employees of Distributor and/or Insurer fully dedicated to
the sale of the Sage Variable Products, excluding commissions and
transaction-based compensation payable to Registered Representatives of
Distributor for wholesaling and referral activities (it being agreed that the
actual payment to the

<PAGE>

Registered Representatives may be by Insurer or an affiliate under a common
Paymaster Agreement) and (y) all of Distributor's other costs incurred in
marketing the Sage Variable Products, including all travel expenses related
thereto and the costs of printing and distributing any advertising materials or
sales literature; and

                  (ii) is a reasonable charge for overhead, the amount of such
charge for overhead to be agreed upon by the parties hereto from time to time
(it being agreed that the overhead charge may be for shared services provided by
an affiliate under a cost sharing agreement); and

                  (iii) is any and all income Distributor actually receives in
connection with providing the underwriting services to Insurer pursuant to this
Agreement.
                  Notwithstanding the foregoing, the maximum amount of net
expenses as determined above for which Insurer shall be responsible to
Distributor under this subsection b, shall not in any calendar month exceed an
amount equal to $800,000, or such other amount as may be agreed to by Insurer
and Distributor from time to time. In the event the amount so determined is a
negative amount, Distributor shall not be required to reimburse Insurer for the
negative amount. Furthermore, it is understood that the amounts so determined
shall not be cumulative so that negative amounts shall not be included in
determining the reimbursement amount for each succeeding month. It is also
agreed that any individual expenditure described in clause (i)(y) in the
immediately preceding paragraph in excess of $25,000 shall be approved in
advance by Insurer; and any amount of travel or related expenses shall only be
reimbursable by Insurer to the extent such expenses are incurred in a manner
consistent with Insurer's own internal policies related to the incurrence and
documentation of travel or related expenses by Insurer's employees. The bases
for the determination of the amount of costs of Distributor to be reimbursed by
Insurer shall be established, modified and adjusted by mutual agreement where
necessary or appropriate to reflect fairly and equitably the incidence of cost
actually incurred by Distributor in connection with providing underwriting
services to Insurer.

                  c.       BOOKS AND RECORDS. Distributor shall be responsible
for maintaining full and accurate books, records and accounts of all
underwriting services rendered pursuant to this Agreement in accordance with
applicable laws and regulations in such a way as to disclose clearly and
accurately the nature and detail thereof, including without limitation, such
accounting information as is necessary to support the reasonableness of charges
under this Agreement and such additional information as Insurer may reasonably
request for purposes of its internal bookkeeping and accounting operations.
Distributor shall also reflect on its books and records all commissions and
transaction based compensation payable for the sale of Sage Variable Products as
if all such commissions and compensation were paid to it and then paid by it to
the individuals entitled to receive such compensation. All commissions must be
reported on Distributor's FOCUS and NASD Fee Assessment reports as if they had
been received directly by Distributor. All records of Insurer and Distributor
concerning the sales of the Sage Variable Products and commissions paid in
connection with those sales must be available for inspection and audit by the
Distributor and its regulators, including the SEC and the NASD.

                  d.       PAYMENTS. Distributor shall submit to Insurer within
fifteen (15) days after the end of each calendar month a written statement of
the amount estimated to be owed by Insurer for underwriting services pursuant to
this Agreement in that calendar month, and Insurer shall pay to Distributor
within thirty (30) days following receipt of such written statement the amount
set forth in the statement, unless Insurer notifies Distributor in writing that
such charges are disputed. Unless Distributor and Insurer can reconcile any such
dispute, they shall agree to the selection of a firm of independent certified
public accountants that shall determine the charges properly allocable to
Insurer and shall, within a reasonable time, submit such determination, together
with basis therefor, in writing to Distributor and Insurer, whereupon such
determination shall be binding. The expenses of such a determination by a firm
of independent certified public accountants shall be borne equally by
Distributor and Insurer.

<PAGE>

                  e.       INSURER'S EXPENSES. Insurer shall be responsible for
all costs it incurs in registering or qualifying the Sage Variable Products for
sale with the SEC and with the various state regulators and for all costs
incurred in preparing and printing prospectuses, statements of additional
information, marketing materials and such other documents as are required to
maintain the registration and qualification of the Sage Variable Products with
the SEC and the states.

                  f.       REGULATORY REQUIREMENTS. It is understood that
nothing in the Underwriting Agreement as amended by this Amendment shall relieve
Distributor of its obligations to supervise its Registered Representatives and
to comply with all applicable rules and regulations applying to broker-dealers
of the SEC, NASD, and state securities regulators. It is further understood and
agreed that these regulatory requirements include the obligation of Distributor
to have one of its Registered Principals review, approve and, if necessary, file
with the NASD, all advertising used in connection with the sale of the Sage
Variable Products, before any of such advertising is used.

                  1.2      Section 7(d) of the Underwriting Agreement is hereby
amended by deleting reference to "Mr. Christopher O'Gorman" and inserting in its
place "Mr. Robin I. Marsden."

         2.       EFFECTIVE DATE. The Insurer shall file this Amendment No. 1
with the Insurance Commissioner of the State of Delaware, and this Amendment No.
1 shall be of no force and effect until (i) a thirty-day period, or such shorter
period as the Insurance Commissioner of the State of Delaware may permit, has
elapsed since the date of such filing and (ii) the Insurance Commissioner of the
State of Delaware has not disapproved this Amendment No. 1 during such period.
Upon so becoming in force and effect, this Amendment No. 1 shall be effective
from and after October 1, 2002.

         3.       CONFIRMATION OF THE AGREEMENT. Except as amended hereby, the
Underwriting Agreement shall remain in full force and effect and is hereby
ratified and confirmed in all respects.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 1 as of the date first above written.

                           SAGE LIFE ASSURANCE OF AMERICA, INC.

                           By: ____________________________________________
                                Robin I Marsden
                                President and Chief Executive Officer

                           SAGE DISTRIBUTORS, INC.

                           By: ____________________________________________
                                Robin I. Marsden
                                President and Chief Executive Officer