<PAGE>

                        PRINCIPAL UNDERWRITER AGREEMENT
                        -------------------------------

                                      FOR
                                      ---

                VARIABLE ANNUITIES AND VARIABLE LIFE INSURANCE
                ----------------------------------------------
                                    BETWEEN
                                    -------

                        RIVERSOURCE DISTRIBUTORS, INC.
                        ------------------------------

                                      AND
                                      ---

                      RIVERSOURCE LIFE INSURANCE COMPANY
                      ----------------------------------


This Principal Underwriter Agreement for Variable Annuities and Variable Life
Insurance ("Agreement") is entered into by and between RiverSource Life
Insurance Company ("RSLIC"), a Minnesota corporation, and RiverSource
Distributors, Inc. ("RDI"), a Delaware Corporation, effective this first (1st)
day of January 2007 ("Effective Date").

Whereas, RSLIC is a life insurance company duly organized and validly existing
under the laws of the state of Minnesota and is subject to supervision by the
Minnesota Department of Commerce;

Whereas, RSLIC maintains certain separate accounts named in Exhibit A to this
Agreement as may be amended from time to time ("Separate Accounts");

Whereas, the Separate Accounts were duly created and established by RSLIC or
by its affiliated life insurance companies domiciled outside of New York prior
to December 31, 2006;

Whereas, the Separate Accounts of American Enterprise Life Insurance Company
and American Partners Life Insurance Company (such companies together the
"Affiliated Insurers") were transferred to RSLIC by operation of law and
incident to the mergers of the Affiliated Insurers with and into RSLIC on
December 31, 2006, and simultaneously, IDS Life Insurance Company was renamed
RSLIC;

Whereas, each Separate Account is registered as a unit investment trust under
the Investment Company Act of 1940 ("1940 Act");

Whereas, the Separate Accounts serve as segregated investment accounts for
certain variable annuity contracts and variable life insurance policies
("Contracts") named in Exhibit A to this Agreement and issued by RSLIC and its
Affiliated Insurers prior to December 31, 2006;

                                 Page 1 of 33
<PAGE>

Whereas, the Contracts are registered under the Securities Act of 1933 (1933
Act);

Whereas, RSLIC desires to retain RDI to act as principal underwriter for the
distribution and sale of the Contracts in order to satisfy the requirements of
the federal securities laws, and such future and additional Contracts as may
be issued after the Effective Date ("Future Contracts");

Whereas, RDI is registered as a broker dealer under the 1934 Act and is a
member of the National Association of Securities Dealers Inc. ("NASD");

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

1.    REPRESENTATIONS OF RDI.

      RDI represents and warrants that it is registered with the National
      Association of Securities Dealers, Inc. ("NASD") and Securities Exchange
      Commission ("SEC") as a broker-dealer under the 1934 Act and is
      qualified to do business in those jurisdictions where RSLIC is licensed
      and qualified to do business and the Contracts are offered. RDI
      represents and warrants that it is and shall remain during the term of
      this Agreement in compliance with Section 9(a) of the 1940 Act.

2.    APPOINTMENT OF PRINCIPAL UNDERWRITER.

      On the Effective Date of the Agreement, RSLIC appoints RDI and RDI
      accepts the appointment to serve as principal underwriter of the
      Contracts and the Future Contracts in all jurisdictions where the
      Contracts and the Future Contracts may be lawfully sold, subject to the
      registration requirements of the 1933 Act, the 1934 Act and the 1940
      Act.

3.    SELLING AGREEMENTS.

      In order to accomplish the distribution of the Contracts and the Future
      Contracts, RDI is authorized to enter into selling agreements,
      substantially in the form attached hereto as Exhibit B ("Selling
      Agreements"), with other broker dealer firms that are registered under
      the 1934 Act and are members of the NASD ("Selling Firms").

      RSLIC may refuse to appoint any Selling Firm, affiliated or networked
      insurance agency of the Selling Firm and any affiliated person of any of
      the foregoing entities as its agent under the insurance laws of the
      jurisdictions in which the Contracts and the Future Contracts may be
      offered and may terminate such appointment as provided for in the
      Selling Agreement.


                                 Page 2 of 33
<PAGE>

4.    DUTIES OF RDI.

      (a)   Compliance

            RDI will fully comply with the requirements of the NASD, the SEC
            and all other federal and state laws applicable to the
            underwriting and distribution of the Contracts and the Future
            Contracts through Selling Firms. Upon request by RSLIC, RDI will
            furnish such records as may be necessary to establish such
            compliance.

      (b)   Prospectuses, Sales Literature and Advertising.

            In accordance with the requirements of the laws of several states,
            and rules of the NASD and SEC, RDI will act in conformity with
            final disclosure documents describing the Contracts and the Future
            Contracts. RDI will not give any information or make any
            representations or statements on behalf of or concerning RSLIC in
            connection with the Contracts and the Future Contracts other than
            information or representations contained in the registration
            statement, prospectus or statement of additional information
            pertaining to the Separate Accounts and the Contracts and the
            Future Contracts, as such materials may be amended from time to
            time or as may be contained in sales literature prepared and
            approved by RSLIC. RDI will not use, and will take reasonable
            steps to ensure that no Selling Firm uses any sales promotion or
            advertising materials in connection with the offering and sale of
            the Contracts and the Future Contracts which has not been approved
            in writing by RSLIC prior to such use.

      (c)   Purchase Payments

            RDI agrees that all payments tendered with or in respect of any
            application for a Contract or a Future Contract and the Contract
            or a Future Contract when issued is the property of RSLIC. All
            payments made for or under the Contracts (including Future
            Contracts) shall be made by check payable to RSLIC, or by such
            other method RSLIC specifies as acceptable. In the event RDI
            receives any payment in respect of a Contract or a Future
            Contract, RDI shall hold such payment in a fiduciary capacity and
            shall promptly transmit such payment to RSLIC.

      (d)   Books, Records and Reports

            RDI will comply with all applicable requirements of the 1934 Act
            and the NASD including the requirements to maintain and preserve
            books and records pursuant to Section 17(a) of the 1934 Act and
            the rules thereunder.

                                 Page 3 of 33
<PAGE>

      (e)   Indemnification

            RDI hereby agrees to hold harmless and indemnify RSLIC against any
            and all claims, liabilities and expenses which RSLIC may incur
            from liabilities arising out of or based upon any breach of this
            Agreement by RDI.

      (f)   Assistance to Selling Firms

            RDI may assist RSLIC in obtaining sales of the Contracts and
            Future Contracts through Selling Firms by providing Selling Firms
            (and with the consent of the Selling Firms, their registered
            personnel) with wholesaling support services including but not
            limited to the following:

            o     product information regarding the Contracts (and Future
                  Contracts) which has been prepared by or approved in advance
                  of its use by RSLIC
            o     sales strategies and sales materials for the Contracts (and
                  Future Contracts) which have been prepared by or approved in
                  advance of their use by RSLIC
            o     sponsoring informational events regarding the Contracts (and
                  Future Contracts) for Selling Firms and their registered
                  personnel
            o     answering technical product questions about the Contracts
                  (and Future Contracts) for the Selling Firm and its
                  registered personnel

5.    REPRESENTATIONS OF RSLIC.

      (a)   RSLIC represents and warrants that it is domiciled in the State of
            Minnesota and licensed by the Minnesota Department of Commerce to
            offer the Contracts (including Future Contracts) and is licensed
            in other jurisdictions in which the Contracts(including Future
            Contracts) may be offered.

      (b)   RSLIC, as issuer of the Contracts and Future Contracts, and on
            behalf of the Separate Accounts, has registered each Separate
            Account as a unit investment trust under the 1940 Act and has
            registered each Contract under the 1933 Act, and will register
            each Future Contract under the 1933 Act.

      (c)   RSLIC will meet any requirements of the departments of insurance
            in the jurisdictions in which the Contracts and Future Contracts
            are available for sale regarding filing of advertising and sales
            literature.

      (d)   RSLIC represents and warrants that it is and shall remain during
            the term of this Agreement in compliance with Section 9(a) of the
            1940 Act.

                                 Page 4 of 33
<PAGE>

6.    DUTIES OF RSLIC.

      (a)   Prospectuses, Sales Literature and Advertising

            (i)   RSLIC will provide RDI prospectuses relating to the
                  Contracts and Future Contracts and such other sales
                  literature and advertising materials as RSLIC determines is
                  necessary or desirable for use in connection with sales of
                  the Contracts and Future Contracts.

            (ii)  RSLIC represents and warrants that the prospectus(es) and
                  registration statement(s) relating to the Contracts and
                  Future Contracts will contain no untrue statements of
                  material fact or omission to state a material fact, the
                  omission of which makes any statement contained in the
                  prospectus(es) and registration statement(s) misleading.

      (b)   Applications for Contracts and Future Contracts

            All applications for Contracts and Future Contracts are subject to
            acceptance or rejection by RSLIC at its sole discretion. If
            rejected, RSLIC will refund the initial payment to the Selling
            Firm for the benefit of the purchaser if the Selling Agreement so
            provides, otherwise, RSLIC will refund the purchase payment
            directly to the purchaser.

      (c)   Variable Contract Delivery

            RSLIC will transmit Contracts and Future Contracts to Selling
            Firms for delivery to the owner if the Selling Agreement so
            provides, otherwise RSLIC will mail the Contract or Future
            Contract directly to the owner.

      (d)   Retention of Rights by RSLIC

            RSLIC reserves the right to reject any and all applications and
            payments submitted, discontinue writing any form of Contract or
            Future Contract, take possession of and cancel any Contract or
            Future Contract and return the payment or any part of it, and make
            any compromise or settlement in respect of a Contract or Future
            Contract. RSLIC may in its sole discretion and without notice to
            RDI, suspend sales of any Contract or Future Contract or amend any
            policies or contracts evidencing such Contracts or Future
            Contracts if, in RSLIC's opinion, such suspension or amendment is
            (1) necessary for compliance with federal, state or local laws,
            regulations or administrative order(s); or, (2) necessary to
            prevent administrative or financial hardship to RSLIC. In all
            other situations, RSLIC will provide 30 days notice to RDI prior
            to suspending sales of any Contract, Future Contract or amending
            any policies or contracts evidencing such Contracts or Future
            Contracts.

                                 Page 5 of 33
<PAGE>

      (e)   Payment of Amounts Due Selling Firms under Selling Agreements

            If requested by RDI, and as an administrative convenience to RDI,
            RSLIC may pay compensation due to one or more Selling Firms
            (including Selling Firms which are affiliated with RDI and RSLIC)
            in accordance with the terms of the Selling Agreement with each
            Selling Firm ("Commission Processing Services"). RSLIC shall have
            no discretion as to either the timing or the amount of such
            payments to any Selling Firm. RSLIC will pay all such compensation
            to the Selling Firms in the name of RDI. If RSLIC provides these
            Commission Processing Services to RDI, then RSLIC's books and
            records will reflect all transactions performed on behalf of RDI
            in connection with these services. RSLIC will preserve and
            maintain these books and records in conformity with the
            requirements of Rules 17a-3 and 17a-4 under the 1934 Act. RDI will
            retain overall responsibility for the records kept for it by RSLIC
            in providing these services, exactly as if RDI rather than RSLIC
            made these payments. RSLIC acknowledges that it holds all books
            and records with respect to these services on behalf of and as
            agent for RDI whose property they are and shall remain.

            If RSLIC provides Commission Processing Services to RDI, then RDI
            shall pay RSLIC its allocated cost of the Commission Processing
            Services using the same allocation procedures and methods set
            forth in section 7 below, except such allocations shall be made by
            RSLIC and paid by RDI, and provided further that all such
            allocated costs and expenses: a) shall be equitable among all
            parties to this Agreement; b) shall be in conformance with all
            state insurance regulatory requirements applicable to RSLIC; and,
            c) shall be accounted for by RDI in accordance with guidance
            issued by the Securities and Exchange Commission and by the NASD
            in Notice To Members 03-63.

      (f)   Indemnification

            RSLIC hereby agrees to hold harmless and indemnify RDI against any
            and all claims, liabilities and expenses which RDI may incur from
            liabilities arising out of or based upon RSLIC's breach of any of
            its duties under this Agreement.

      (g)   Books, Records and Reports

            RSLIC will comply with all applicable requirements of the 1934 Act
            and the NASD including the requirements to maintain and preserve
            books and records pursuant to Section 17(a) of the 1934 Act and
            the rules thereunder regarding confirmations RSLIC sends on behalf
            of the Selling Firms for payments RSLIC receives under the
            Contracts and the Future Contracts, for transactions RSLIC
            processes under the Contracts and the Future Contracts, and for
            commissions related to the Contracts and Future which RSLIC pays
            to Selling Firms on behalf

                                 Page 6 of 33
<PAGE>

            of RDI. RSLIC shall hold such books and records on behalf of and
            as agent for RDI whose property they are and shall remain, and
            acknowledges that such books and records are at all times subject
            to inspection by the SEC in accordance with Section 17(a) of the
            1934 Act.

7.    COMPENSATION OF PRINCIPAL UNDERWRITER.

      RSLIC agrees to reimburse RDI at cost for services provided by RDI
      pursuant to this Agreement. The charge to RSLIC for such services shall
      include all direct and indirectly allocable expenses. The methods for
      allocating expenses to RSLIC shall be in accordance with the
      requirements of the Minnesota insurance holding company system laws.
      Such methods shall be modified and adjusted by mutual agreement where
      necessary or appropriate to reflect fairly and equitably the actual
      incidence of expense incurred by RDI on behalf of RSLIC. The method of
      allocating costs hereunder and the payment thereof shall be determined
      in the following manner:

      (a)   The cost of services performed by RDI that are identifiable as
            expenses incurred directly and exclusively for the benefit of the
            RSLIC shall be charged to RSLIC.

      (b)   The cost of services performed by RDI that are not identifiable as
            expenses incurred directly and exclusively for the benefit of
            RSLIC shall be allocated and charged to RSLIC in conformity with
            customary insurance accounting practices.

      (c)   At the request of RSLIC, and at RDI's expense, RDI shall produce
            records and provide access to enable RSLIC to verify that such
            cost allocations are performed in accordance with the practices
            referenced above.

      (d)   For services rendered under this Agreement, payment shall be made
            by RSLIC to RDI on a monthly basis within thirty (30) days of
            invoice or other notice. The parties agree that during the course
            of any given month RSLIC may make reasonable estimated payments
            for part or all of the monthly cost in which case such payment
            shall be offset against the actual amount otherwise due at the end
            of the month under this Agreement. The parties also agree that, at
            the option of RSLIC, RSLIC may reimburse RDI based upon RDI's good
            faith estimate of the monthly costs for some or all of the
            services provided hereunder, in which case there shall be a final
            adjustment made within thirty (30) days after completion of RDI's
            cost analysis performed at least annually.

      For purposes of allocating costs under this Agreement, RSLIC and RDI
      shall rely on their internal accounting and allocation system then in
      effect, that system currently being the Management Accounting and
      Reporting System ("MARS"), which utilizes a product factor methodology
      for certain services and rate-volume formulas for other services, in
      order to ensure fair and reasonable allocations of income and expenses
      among affiliated entities. Allocation of such costs under this Agreement
      shall be accounted for by RDI in

                                 Page 7 of 33
<PAGE>

      accordance with applicable requirements of the Securities and Exchange
      Commission and by the NASD including guidance provided in Notice To
      Members 03-63.

8.    TERMINATION.

      This Agreement may be terminated, without cause, by either party upon
      sixty (60) days prior written notice, without penalty; and may be
      terminated immediately, by either party for failure to perform
      satisfactorily or other cause; and will be terminated immediately if RDI
      ceases to be registered as a broker dealer under the 1934 Act and a
      member of the NASD. This Agreement will also terminate immediately upon
      assignment without the prior written consent of both parties.

9.    GENERAL PROVISIONS.

      (a)   Amendment and Entirety

            This is the entire Agreement between RSLIC and RDI with respect to
            the subject matter of this Agreement. No additions, amendments or
            modifications of this Agreement or any waiver of any provision
            will be valid unless approved, in writing, by authorized
            representatives of RSLIC and RDI. In addition, no waiver of any
            default or failure of performance by either party will affect the
            other party's rights with respect to a subsequent default or
            failure.

      (b)   Independent Contractor Relationship

            This Agreement does not create the relationship of employer and
            employee between the parties to this Agreement. RSLIC and RDI are
            independent contractors with respect to each other, and their
            respective employees and agents.

      (c)   Assignment

            Neither RSLIC nor RDI will assign or transfer, in whole or in
            part, this Agreement or any of the benefits accrued or to accrue
            hereunder, without prior written consent of an authorized
            representative of each party.

      (d)   Governing Law

            It is agreed by the parties that this Agreement will be governed
            by the laws of the State of Minnesota.

      (e)   Severability

            It is understood and agreed by the parties that if any part, term
            or provision of this Agreement is held to be invalid or in
            conflict with any law or regulation, the

                                 Page 8 of 33
<PAGE>

            validity of the remaining part, terms or provisions will not be
            affected and the parties' rights and obligations will be construed
            and enforced as if this Agreement did not contain the part, term
            or provision held to be invalid.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested as of the Effective Date.

RIVERSOURCE LIFE INSURANCE COMPANY

By:    /s/ Timothy V. Bechtold
       -----------------------
Name:      Timothy V. Bechtold
Title:     President


RIVERSOURCE DISTRIBUTORS INC.

By:    /s/ Mark Schwarzmann
       -----------------------
Name:      Mark Schwarzmann
Title:     CEO



                                 Page 9 of 33
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                                   EXHIBIT A


Separate Accounts:


RiverSource Account F
RiverSource Variable Account 10
RiverSource Variable Annuity Fund A
RiverSource Variable Annuity Fund B
RiverSource Variable Annuity Account 1
RiverSource Variable Annuity Account
RiverSource Variable Life Account
RiverSource Account SBS
RiverSource of New York Account SBS
RiverSource Variable Account for Smith Barney
RiverSource Variable Life Separate Account

Contracts:

IDS Life Variable Retirement & Combination Retirement Annuities
      (File No. 2-73114)
IDS Life Employee Benefit Annuity (File No. 33-52518)
IDS Life Flexible Annuity (File No. 33-4173)
IDS Life Group Variable Annuity Contract (File No. 33-47302)
IDS Flexible Portfolio Annuity (File No. 33-62407)
RiverSource Retirement Advisor Variable Annuity (File No. 333-79311)
RiverSource Retirement Advisor Variable Annuity - Band 3 (File No. 333-79311)
RiverSource Retirement Advisor Advantage Variable Annuity/RiverSource
      Retirement Advisor Select Variable Annuity (File No. 333-79311)
RiverSource Retirement Advisor Advantage Variable Annuity - Band 3
      (File No. 333-79311)
RiverSource Retirement Advisor Advantage Plus Variable Annuity/RiverSource
      Retirement Advisor Select Plus Variable Annuity (File No. 333-79311)
RiverSource Retirement Advisor 4 Advantage Plus VA/RiverSource Retirement
      Advisor 4 Select Plus VA (S) (File No. 333-79311)
Single Premium Variable Life Insurance Policy (File No. 33-5210)
IDS Life Variable Annuity Fund A (File No. 2-29081)
IDS Life Variable Annuity Fund B-Individual (File No. 2-29358)
IDS Life Variable Annuity Fund A-Group (File No. 2-47430)
RiverSource Single Premium Variable Life Insurance (File No. 333-83456)
RiverSource Variable Universal Life IV/ RiverSource Variable Universal Life IV
      - Estate Series (File No. 333-69777)
RiverSource Variable Second-To-Die Life Insurance (File No. 33-62457)
RiverSource Variable Universal Life Insurance (File No. 33-11165)
RiverSource Variable Universal Life III (File No. 333-69777)
RiverSource Succession Select Variable Life Insurance (File No. 33-62457)
Single Premium Variable Life Insurance Policy (File No. 2-97637)
Symphony Annuity (File No. 33-40779)

                                Page 10 of 33
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AEL Personal Portfolio Plus(2) (File No. 33-54471)(no longer offered);
AEL Personal Portfolio Plus (File No. 33-54471)(no longer offered);
AEL Personal Portfolio (File No. 33-54471)(no longer offered);
AEL Preferred Variable Annuity (File No. 333-20217);
Evergreen Essential((SM)) Variable Annuity (File No. 333-92297);
Evergreen New Solutions Variable Annuity (File No. 333-92297);
Evergreen New Solutions Select Variable Annuity (File No. 333-92297);
Evergreen Privilege(SM) Variable Annuity (File No. 333-73958);
Evergreen Pathways(SM) Variable Annuity (File No. 333-73958);
Evergreen Pathways(SM) Select Variable Annuity (File No. 333-73958);
RiverSource(SM) AccessChoice Select(SM) Variable Annuity (File No. 333-92297);
RiverSource(SM) FlexChoice(SM) Variable Annuity (File No. 333-73958);
RiverSource(SM) FlexChoice(SM) Select Variable Annuity (File No. 333-73958);
RiverSource(SM) Endeavor Select(SM) Variable Annuity (File No. 333-92297);
RiverSource(SM) Galaxy Premier Variable Annuity (File No. 333-82149);
RiverSource(SM) Innovations Variable Annuity (File No. 333-92297);
RiverSource(SM) Innovations(R) Select Variable Annuity (File No. 333-92297);
RiverSource(SM) Innovations Classic Variable Annuity (File No. 333-92297);
RiverSource(SM) Innovations(R) Classic Select Variable Annuity
      (File No. 333-92297);
RiverSource(SM) New Solutions Variable Annuity(SM) (File No. 333-92297);
RiverSource(SM) Pinnacle Variable Annuity(SM) (File No. 333-82149);
RiverSource(SM) Platinum Variable Annuity (File No. 333-72777)
      (no longer offered);
RiverSource(SM) Signature Variable Annuity(SM) (File No. 333-74865);
RiverSource(SM) Signature Variable Select Annuity(R) (File 333-74865);
RiverSource(SM) Signature One Variable Annuity(SM) (File No. 333-85567);
RiverSource(SM) Signature One Select Variable Annuity (File No. 333-85567);
Wells Fargo Advantage(R) Variable Annuity (File No. 333-85567);
Wells Fargo Advantage(R) Builder Variable Annuity (File No. 333-85567);
Wells Fargo Advantage Choice(SM) Variable Annuity (File No. 333-73958);
Wells Fargo Advantage(R) Select Variable Annuity (File No. 333-92297);
Wells Fargo Advantage(R) Builder Select Variable Annuity (File No. 333-85567);
Wells Fargo Advantage Choice(SM) Select Variable Annuity (File No. 333-73958).
RiverSource(SM) Signature Variable Life Universal Life (File No. 333-84121)
      (no longer offered).
Privileged Assets(R) Select Annuity (File No. 33-57731)

                                Page 11 of 33
<PAGE>


                                   EXHIBIT B

                               SELLING AGREEMENT
                    FOR RIVERSOURCE LIFE INSURANCE COMPANY
                           ANNUITY AND LIFE PRODUCTS

This AGREEMENT ("Agreement") dated ________________, 2007("Effective Date") is
among RIVERSOURCE LIFE INSURANCE COMPANY ("Company"), RIVERSOURCE
DISTRIBUTORS, INC. ("Distributor", together with Company, "RiverSource") and
_____________ ("Broker-Dealer") and ____________ ("Agency"), and its
affiliated insurance agencies identified on Exhibit A who have also executed
this Agreement or an Affiliate Participation Agreement (each an "Agency").
Distributor joins this Agreement in its role as principal underwriter of
Company's variable annuity contracts and variable life insurance policies
("Variable Contracts") only.

                                   RECITALS

The purpose of this Agreement is to establish the terms and conditions under
which Broker-Dealer and Agency (collectively, "Authorized Selling Firm") will
service Accounts and market and sell those insurance products issued by the
Company, as set forth in one or more attached Product Exhibit(s), which may
include variable annuity contracts, variable life insurance policies, fixed
annuities, and fixed life insurance policies.

RiverSource and Authorized Selling Firm intend that Authorized Selling Firm
will be responsible for managing and supervising Producers in marketing and
selling Company's Products and servicing Company's Accounts pursuant to this
Agreement.

In consideration of the mutual covenants contained herein, the parties agree
as follows:

      1.    DEFINITIONS. As used in this Agreement, the following terms shall
            -----------------------------------------------------------------
            have the following meanings:
            ----------------------------

            1.1   "ACCOUNTS" are those annuity and life insurance Contracts
                  issued by Company that Company authorizes Agency,
                  Broker-Dealer, and their Producers to service under this
                  Agreement.

            1.2   "AGENCY" is an insurance agency licensed in one or more
                  states and affiliated with Broker-Dealer by ownership or
                  contract with respect to the sale of Products under this
                  Agreement. Broker-Dealer may also act as "Agency."

            1.3   "AUTHORIZED SELLING FIRM" means the Broker-Dealer taken
                  together with the Agency or Agencies, with respect to the
                  sale of Products and servicing of Accounts under this
                  Agreement, in accordance with the terms and conditions of
                  the SEC no-action letter First of America Brokerage Service,
                                           -----------------------------------
                  Inc. (dated September 28, 1995).
                  ----


            1.4   "BROKER-DEALER" is an entity duly registered as a
                  broker-dealer with the Securities and Exchange Commission
                  ("SEC"), the National Association of Securities Dealers
                  ("NASD"), and states where required.

            1.5   "COMPANY RULES" mean any written instructions, bulletins,
                  manuals, training materials, and any underwriting or
                  suitability guidelines provided to Authorized Selling Firm
                  by the Company or that may be posted on the RiverSource Web
                  Site located http://www.riversource.com/distributors.

            1.6   "CONTRACT" or "Contracts" are those annuity or variable life
                  insurance policy validly issued by Company to a purchaser
                  meeting underwriting standards of the Company.

            1.7   "HYPERLINK" shall mean a direct link from the Authorized
                  Selling Firm's Internet or Intranet site to the RiverSource
                  Web Site located http://www.riversource.com/distributors.

                                Page 12 of 33
<PAGE>

            1.8   "LICENSED ASSISTANT" is an individual who is appropriately
                  registered with the NASD who assists Producer in providing
                  service for Products and Accounts.

            1.9   "PRODUCER" is a duly licensed individual who sells Products
                  and services Accounts as an employee or independent
                  contractor of Agency or Broker-Dealer and who is
                  appropriately registered with the NASD and licensed and
                  appointed in accordance with all applicable insurance laws.

            1.10  "PRODUCTS" OR "PRODUCT" are those annuity and life insurance
                  products issued by Company which will be marketed, sold, or
                  serviced by Agency, Broker-Dealer, and their Producers under
                  this Agreement, and which are set forth on attached Exhibit
                  A and further detailed on Product Exhibits.

            1.11  "REPLACEMENT" is the sale of a Product which is funded by
                  the purchaser with money obtained from the liquidation of
                  another life insurance policy or annuity contract.

            1.12  "TERRITORY" may be any 49 of the 50 United States (all
                  states other than New York), and the District of Columbia,
                  but includes only those jurisdictions in which Agency is
                  authorized to service Accounts and market and sell the
                  Products under this Agreement. Exhibit A lists states where
                  Company Products have been approved for sale.

      2.    TERM OF AGREEMENT. This Agreement, once fully executed by the
            parties hereto, shall remain in effect beginning upon the
            Effective Date until it is terminated in accordance with Section
            9, "Termination."

      3.    APPOINTMENT AND AUTHORIZATION OF AGENCY AND BROKER-DEALER.

            3.1   APPOINTMENT AND AUTHORIZATION OF AGENCY AND BROKER-DEALER.
                  Company and Distributor appoint Agency and authorize
                  Broker-Dealer to solicit sales of and sell Products and
                  service Accounts in accordance with the terms and conditions
                  of this Agreement as an Authorized Selling Firm. Agency and
                  Broker-Dealer accept the appointment and authorization.
                  These two appointments, taken together, constitute the
                  appointment of Authorized Selling Firm. Authorized Selling
                  Firm's authority is nonexclusive and is limited to the
                  performance of the services and responsibilities set forth
                  in this Agreement.

      4.    DUTIES, OBLIGATIONS AND LIMITATIONS OF AUTHORIZED SELLING FIRM.
            Beginning on the Effective Date, Authorized Selling Firm will
            faithfully perform all of Authorized Selling Firm's duties within
            the scope of the agency relationship created under this Agreement
            to the best of Authorized Selling Firm's knowledge, skill, and
            judgment. As Authorized Selling Firm, Agency and Broker-Dealer
            shall be jointly and severally responsible and liable to
            RiverSource for the faithful performance of all obligations and
            duties except those that this Agreement specifically identifies as
            duties of Broker-Dealer. Authorized Selling Firm's duties shall
            include, but not be limited to the following:

            4.1   RECRUITMENT OF PRODUCERS. Authorized Selling Firm may
                  recruit Producers to sell Products and/or service Accounts
                  under the supervision of Authorized Selling Firm. A Producer
                  so recruited may not solicit or sell Products or service
                  Accounts prior to acquiring any required state insurance
                  license(s) in the state(s) where such Producer will solicit
                  or sell Products or Service Accounts, being registered with
                  the NASD as a representative of the Broker-Dealer, being
                  appointed by Company as an agent, and completing the
                  training described in Section 4.5.15.

            4.2   LICENSED ASSISTANT. Authorized Selling Firm may allow
                  Producer's Licensed Assistants to perform telephone
                  transactions authorized by the Contract owner if permitted
                  by the current Product prospectus and Company Rules.
                  Authorized Selling Firm is responsible for the supervision
                  of Licensed Assistants. A Licensed Assistant may not perform
                  telephone transactions for any Contract owner prior to being
                  appropriately registered with the NASD as a representative
                  of the Broker-Dealer.

                                Page 13 of 33
<PAGE>

            4.3   LICENSING, REGISTRATION, AND APPOINTMENT OF AGENCY,
                  PRODUCERS, AND LICENSED ASSISTANTS. Agency shall be
                  responsible for the preparation and submission of licensing
                  forms and the assurance that all Producers recruited by
                  Authorized Selling Firm are appropriately licensed as
                  insurance agents in the state(s) where such Producers will
                  solicit and sell Products and service Accounts.
                  Broker-Dealer shall be responsible for the preparation and
                  submission to the NASD of representative registration forms
                  and the assurance that all Producers and Licensed Assistants
                  are and remain registered as representatives of
                  Broker-Dealer with the NASD. Authorized Selling Firm shall
                  be responsible for investigating the character, work
                  experience, and background of any proposed Producer and upon
                  request will provide Company with copies of such
                  investigations. Authorized Selling Firm shall recommend
                  Producers for appointment with Company, but Company shall
                  retain sole authority to make appointments and may, at its
                  discretion, refuse to permit any Producer to solicit
                  Contracts for the sale of the Products or to service the
                  Accounts. Company shall be responsible for the preparation
                  and submission of appointment forms and the payment of
                  appointment fees in those states that require the Company to
                  appoint Producers.

            4.4   COMPLIANCE WITH COMPANY RULES AND APPLICABLE LAWS.
                  Authorized Selling Firm will comply with all Company Rules
                  and with all applicable federal and state laws and
                  regulations. Authorized Selling Firm must access the Company
                  Rules at the RiverSource Web Site located
                  http://www.riversource.com/distributors. The Company Rules
                  may be changed by Company at its sole discretion.

            4.5   SUPERVISION AND ADMINISTRATION. Authorized Selling Firm
                  shall have full, joint and several responsibility for the
                  training and supervision of all of its Producers who are
                  engaged directly or indirectly in the solicitation or sale
                  of the Products or the servicing of Accounts and the
                  activities of all of its Licensed Assistants. Producers and
                  Licensed Assistants shall be subject to the control of
                  Authorized Selling Firm with respect to their securities and
                  insurance regulated activities in connection with the
                  Products. Authorized Selling Firm shall be responsible for
                  all acts or omissions of Producers and Licensed Assistants.
                  Authorized Selling Firm's supervisory and administrative
                  responsibilities include, but are not limited to:

                  4.5.1     ensuring that Producers and Licensed Assistants
                            comply with Company Rules and all federal and
                            state laws and regulations applicable to the
                            Products and Accounts;

                  4.5.2     ensuring that Producers comply with all terms of
                            this Agreement in soliciting and selling the
                            Products and servicing the Accounts;

                  4.5.3     ensuring that Licensed Assistants comply with all
                            terms of this Agreement in providing any service
                            to the Contract owner;

                  4.5.4     supplying Producers with sales literature and
                            application forms approved by Company;

                  4.5.5     assisting Producers and Licensed Assistants in
                            responding to customer inquiries;

                  4.5.6     promptly delivering to Producers relevant Company
                            communications and Company Rules concerning
                            Products and/or Accounts, such as changes in
                            rates, regulatory notices or new Product
                            announcements;

                  4.5.7     on all Replacements, ensuring that Producers
                            provide Product applicants sufficient information
                            and disclosures to ensure the suitability of the
                            Replacement. Such information shall include that
                            which NASD Members and their affiliated persons
                            are expected to provide in sales involving a
                            Replacement, information required under
                            applicable state insurance law and regulation and
                            the following:

                            (a) all fees, expenses, and possible charges, such
                            as surrender charges, on both the new and the
                            surrendered investments;
                            (b) any change in the investment risk to the
                            Product applicant;

                                Page 14 of 33
<PAGE>

                            (c) any change in the nature or the provider of
                            any guarantees associated with the Product and/or
                            the surrendered product;

                            All such information will be retained by Agency
                            for six years from the date of the completion and
                            signature of any application, and will be made
                            available to Company in accordance with Section
                            4.10, "Accurate Record; Audit," of this Agreement;

                  4.5.8     notifying Company if any Agency or Producer fails
                            to maintain the required state insurance license
                            or ceases to be a registered representative of
                            Broker-Dealer;

                  4.5.9     promptly informing Company of any violation of law
                            or Company Rules by Authorized Selling Firm,
                            Producer or Licensed Assistant, or of any
                            complaint by a Contract owner or regulatory agency
                            regarding the activities of Authorized Selling
                            Firm, Producer, Licensed Assistant or the Company
                            or Distributor with respect to the Products or
                            servicing of Accounts;

                  4.5.10    any other duties necessary or appropriate to
                            perform Authorized Selling Firm's obligations
                            under this Agreement;

                  4.5.11    on the use of electronic and automated Web-based
                            order-entry, processing, servicing, and
                            administration systems, ensuring that adequate
                            supervision and security and access controls are
                            in place to prevent the improper, unauthorized or
                            fraudulent use of or access to the order-entry,
                            servicing, or administration system(s);

                  4.5.12    notifying company of any suspected or actual
                            improper, unauthorized or fraudulent use of or
                            access to the order-entry, servicing, or
                            administration system(s);

                  4.5.13    cooperating fully with Company in any
                            investigation of any suspected or actual improper,
                            unauthorized or fraudulent use of or access to the
                            order-entry, servicing or administration
                            system(s);

                  4.5.14    Broker-Dealer will fully comply with and will
                            ensure Agency, Producers, and Licensed Assistant's
                            compliance with the requirements of the NASD, the
                            SEC, and all other applicable federal and state
                            laws, and, with Agency, will establish and
                            maintain such rules and procedures as may be
                            necessary to cause diligent supervision of the
                            securities activities of Agency, Producers, and
                            Licensed Assistants. Broker-Dealer's duties with
                            respect to Agency, Producers, and Licensed
                            Assistant's securities activities, include, but
                            are not limited to:

                            (a)    delivering to each person submitting an
                                   application a current prospectus for the
                                   Product to be furnished by RiverSource in
                                   the form required by the applicable federal
                                   and state law;

                            (b)    reviewing all Product applications for
                                   accuracy and completeness, and determining
                                   the suitability of the sale, which includes
                                   reasonable efforts to obtain information
                                   concerning the applicant's financial and
                                   tax status, investment objectives, and any
                                   other information used or considered
                                   reasonable in making a Product
                                   recommendation;

                            (c)    complying with all applicable requirements
                                   of the Securities Exchange Act of 1934
                                   ("1934 Act") and the NASD, including the
                                   requirements to maintain and preserve books
                                   and records pursuant to Section 17(a) of
                                   the 1934 Act and the rules thereunder and
                                   making such records and files available to
                                   RiverSource and personnel of state
                                   insurance departments, the NASD, SEC or
                                   other regulatory agencies which have
                                   authority over RiverSource;

                  4.5.15    ensuring that their Producers who market and sell
                            the Products and service the Accounts are trained
                            on (i) the product specifications and features;
                            (ii) all Company Rules and other requirements
                            communicated to Authorized Selling Firm that
                            RiverSource has adopted to satisfy insurance laws
                            and regulations regarding replacements; (iii)
                            standards that RiverSource has

                                Page 15 of 33
<PAGE>

                            established for and communicated to Authorized
                            Selling Firm and their Producers to use in meeting
                            their respective duties to ensure suitable sales
                            of the Products before they begin to solicit or
                            sell Products; and (iv) completing all Company
                            forms used in connection with servicing Accounts.
                            If Authorized Selling Firm chooses not to use
                            Company-provided materials in training their
                            Representatives on (i), (ii), and (iii) above,
                            then Authorized Selling Firm shall provide to
                            RiverSource, for approval, documentation of its
                            own form and content of training to be used, prior
                            to the execution of this Agreement;

                            After the execution of this Agreement, to the
                            extent that Authorized Selling Firm uses any
                            training material related to the sale of the
                            Products or the servicing of Accounts that differs
                            from that contained in the Company-provided
                            training material, Authorized Selling Firm must
                            provide that training material to RiverSource for
                            approval prior to use. Authorized Selling Firm
                            shall also be responsible for assuring that its
                            Producers comply with all Company Rules and with
                            the applicable suitability requirements of the
                            National Association of Securities Dealers, Inc.
                            ("NASD"), and any state or federal law, as amended
                            from time to time, in selling the Products and
                            servicing the Accounts; and

                  4.5.16    ensuring that Producers, in servicing Accounts,
                            are performing only those services listed on
                            Exhibit B hereto. Company may amend Exhibit B at
                            any time upon written notice to Authorized Selling
                            Firm.

            4.6   COLLECTION AND SUBMISSION OF PREMIUMS. RiverSource and
                  Authorized Selling Firm agree that Authorized Selling Firm
                  will ensure that its Producers collection and timely
                  remittance of premiums received from the sale of Products is
                  as required by the Company Rules. All premiums associated
                  with sales of variable life insurance policies will be
                  remitted using the Check with Application method described
                  in the Company Rules. Five methods of collection and
                  remittance are available for variable annuity sales. Agency
                  and Broker-Dealer will decide which method it will employ
                  for variable annuity sales - Check with Application; Net
                  Wire; Net Wire through clearing broker; Gross Sweep; or
                  Gross ACH through clearing broker. See the Company Rules for
                  a description of each method.

            4.7   SOLICITATION. Authorized Selling Firm, through Producers,
                  will solicit applicants who appear to meet Company's and
                  Distributor's underwriting and suitability standards,
                  provided that nothing in this Agreement shall be deemed to
                  require Authorized Selling Firm to solicit any particular
                  customer's application for a Product. Authorized Selling
                  Firm is not allowed to solicit applications for or sell
                  Products indicated under "Servicing Only" on the most
                  current Exhibit A.

            4.8   APPLICATION AND ELECTRONIC OR WEB-BASED ORDER ENTRY.
                  Authorized Selling Firm is responsible for obtaining all
                  signatures required on each application and must deliver to
                  Company the application and all instruments necessary to
                  establish and issue a Contract under this Agreement.
                  Authorized Selling Firm must ensure that all information
                  sent to Company by means of electronic or automated
                  web-based order entry, processing, service or administration
                  system is complete and accurate. Authorized Selling Firm
                  agrees to pay Company for all expenses and as-of-costs
                  reasonably incurred by Company in connection with incomplete
                  or inaccurate information.

            4.9   COMPANY PROPERTY. Authorized Selling Firm will safeguard,
                  maintain, and account for all policies, forms, manuals,
                  equipment, supplies, and advertising, sales, and servicing
                  literature furnished to Authorized Selling Firm and
                  Producers by RiverSource and will destroy or return the same
                  to RiverSource, at its discretion and promptly upon request.

            4.10  ACCURATE RECORD; AUDIT. As required by applicable laws and
                  Company Rules, Authorized Selling Firm will keep
                  identifiable and accurate records and accounts of all
                  business and transactions effected pursuant to this
                  Agreement. Upon reasonable notice and at reasonable times,
                  continuing during a period of one year following the
                  termination of this Agreement, Authorized Selling Firm will
                  permit RiverSource to visit, inspect, examine, audit, and
                  verify, at Authorized Selling Firms offices or elsewhere,
                  all accounts, files, documents, books, reports, work papers,
                  compliance manuals, compliance reports, compliance rules and
                  procedures, and other records belonging to or in the
                  possession or control of

                                Page 16 of 33
<PAGE>

                  Authorized Selling Firm relating to the business covered by
                  this Agreement, and to make copies thereof and extracts
                  therefrom, provided that such audit shall not unreasonably
                  interfere with Authorized Selling Firm's normal course of
                  business. Upon reasonable notice, Authorized Selling Firm
                  shall make and provide copies to RiverSource of such
                  accounts, files, documents, books, reports, work papers,
                  compliance manuals, compliance reports, compliance rules and
                  procedures, and other records belonging to or in the
                  possession or control of Authorized Selling Firm.

            4.11  APPROVED ADVERTISING. No sales promotions, promotional
                  materials, or any advertising relating to Products or
                  Company or Distributor ("Sales Material") distributed to
                  either customers or Producers shall be used by Authorized
                  Selling Firm or Producers unless the specific item has been
                  approved in writing by Company and/or Distributor before
                  use. Any Sales Material developed by Authorized Selling Firm
                  will become the sole property of Company and/or Distributor
                  once approved. Any modification of the promotional materials
                  to enable the use of such in a financial institution setting
                  must also be approved in accordance with this section.

            4.12  FIDELITY BOND. Authorized Selling Firm represents and
                  warrants that all directors, officers, employees, and
                  representatives of the Authorized Selling Firm who are
                  appointed pursuant to this Agreement as Producers for
                  Company or who have access to funds of Company, including
                  but not limited to funds submitted with applications for
                  Products or funds being returned to owners, are and shall be
                  covered by a blanket fidelity bond, including coverage for
                  larceny and embezzlement, issued by a reputable bonding
                  company acceptable to Company. The bond shall be for at
                  least the amount prescribed by the NASD rules. Broker-Dealer
                  shall maintain the bond at its expense. Company may require
                  evidence, satisfactory to it, that such coverage is in
                  force. Authorized Selling Firm shall give prompt written
                  notice to Company of cancellation or change of coverage.

            4.13  LIMITATIONS. Authorized Selling Firm shall have no authority
                  with respect to RiverSource, nor shall it represent itself
                  as having such authority, other than as is specifically set
                  forth in this Agreement. Without limiting the foregoing,
                  neither Agency nor Broker-Dealer shall, without the express
                  written consent of Company and/or Distributor, as
                  applicable:

                  4.13.1    make, waive, alter or change any term, rate or
                            condition stated in any Product, Contract or
                            Company approved Sales Material or other approved
                            forms, or discharge any Product in the name of
                            Company;

                  4.13.2    waive a forfeiture;

                  4.13.3    extend the time for the payment of premiums or
                            other monies due Company;

                  4.13.4    accept service of process on behalf of Company or
                            Distributor;

                  4.13.5    make, accept or endorse notes, or endorse checks
                            payable to Company or Distributor, or otherwise
                            incur any expense or liability on behalf of
                            Company or Distributor;

                  4.13.6    offer to pay or pay, directly or indirectly, any
                            rebate of premium or any other inducement not
                            specified in the Products;

                  4.13.7    give or offer to give any advice or opinion
                            regarding the taxation of any customer's income or
                            estate in connection with the purchase of any
                            Product;

                  4.13.8    enter into an agreement with any person or entity
                            to market or sell the Products without the written
                            consent of Company and Distributor;

                  4.13.9    use Company's or Distributor's names, logos,
                            trademarks, service marks or any other proprietary
                            designation ("Company Marks") without the prior
                            written permission of Company; or

                                Page 17 of 33
<PAGE>

                  4.13.10   engage in, or permit any Producer to engage in,
                            any systematic program that results in a surrender
                            of Product(s) - sold either under this Agreement
                            or any other prior agreement between Authorized
                            Selling Firm or any of their predecessors and
                            RiverSource - at any time while this Agreement is
                            in force; or provide data including Confidential
                            Contract owner Information as defined in Section
                            11.2 of this Agreement to any other person or
                            organization which would allow or facilitate the
                            surrender of Company's Products. Nothing in this
                            Agreement shall preclude the replacement of
                            Company's annuity products with Company's own
                            variable annuity or variable insurance products,
                            so long as such sales are suitable and documented
                            according to Section 4.5.7, Replacement Sales.
                            (See also Section 9.3, Post Termination
                            Limitations, and Section 11, Confidentiality,
                            generally.).

            4.14  CONTRACT DELIVERY TO CONTRACT OWNERS. Authorized Selling
                  Firm shall return promptly to Company all receipts for
                  delivered Contracts, all undelivered Contracts, and all
                  receipts for cancellations, in accordance with Company
                  Rules. Authorized Selling Firm will ensure prompt delivery
                  of Contracts to Contract owners by Authorized Selling Firm
                  or their Producers within 5 business days of receipt of the
                  Contract by the Authorized Selling Firm or their Producers.
                  Authorized Selling Firm agrees to indemnify and hold
                  harmless Company for any loss incurred by Company that
                  results from failure to deliver Contracts to Contract owners
                  within such 5 business day period. This section will not
                  apply if Company transmits the Contract directly to the
                  Contract owner.

            4.15  INDIVIDUAL RETIREMENT ACCOUNT. If Authorized Selling Firm
                  establishes an individual retirement plan through which
                  Company's Products may be offered, then this Section 4.15
                  applies to such transactions in addition to all other terms
                  and conditions under this Agreement.

                  4.15.1    REPRESENTATIONS. Authorized Selling Firm
                            represents and warrants to RiverSource that:

                            (a)    An affiliate of Authorized Selling Firm
                                   qualifies under the IRS Regulations 1.408-2
                                   as custodian ("Custodian") for the
                                   individual retirement account ("Custodial
                                   IRAs"), and will administer the Custodial
                                   IRAs in accordance with the requirements of
                                   the Internal Revenue Code of 1986, as
                                   amended (the "Code") and the rules,
                                   regulations, and rulings adopted in
                                   accordance with the Code;

                            (b)    The Custodial IRA qualifies as an
                                   individual retirement account under the
                                   Code;

                            (c)    it will not submit an application to
                                   Company for the purchase of a Product, on
                                   behalf of any Custodial IRA customer, until
                                   Authorized Selling Firm has received from
                                   the customer the completed documents
                                   necessary to establish the Custodial IRA
                                   account; and

                            (d)    Authorized Selling Firm or an affiliate
                                   will properly respond to any order, levy,
                                   summons or subpoena relating to a Custodial
                                   IRA issued in connection with a judicial or
                                   administrative proceeding, investigation or
                                   inquiry.

                  4.15.2    MONITORING. RiverSource is not responsible for
                            monitoring Custodial IRAs with regard to
                            compliance with the Code or other rules and
                            regulations promulgated under the Code or
                            applicable state law, including, but not limited
                            to, those related to over-contributions,
                            eligibility, income restrictions, timeliness of
                            contribution, distributions upon death, state tax
                            law reporting or any other matters related to the
                            status of any Custodial IRA (as it relates to IRAs
                            specifically or any ownership beneficiary rights
                            in general). RiverSource is not responsible for
                            Authorized Selling Firm's compliance with
                            Authorized Selling Firm's procedures with respect
                            to the administration of any Custodial IRA.

                  4.15.3    TAX REPORTING. Authorized Selling Firm or an
                            affiliate will provide such returns or filings and
                            render such statements and reports as are required
                            for federal regulatory and tax purposes.

                  4.15.4    ANNUAL FEE. The annual IRA custodial fee (if
                            applicable) will be charged by Authorized Selling
                            Firm and not by Company.

                                Page 18 of 33
<PAGE>

                  4.15.5    ANNUITY DISCLOSURE STATEMENT. Agency must make the
                            following disclosure in connection with the sale
                            of individual retirement annuity products into the
                            Custodial IRA:

                            "Your individual retirement annuity ("Annuity
                            IRA") has a tax-deferred feature under the
                            Internal Revenue Code, as does your Custodial IRA.
                            As a result, when you transfer your annuity IRA to
                            the Custodial IRA, your annuity will not provide
                            any necessary or additional tax deferral. However,
                            your annuity IRA has features other than tax
                            deferral that may help you reach your retirement
                            goals. Fees charged by the Insurance Company (if
                            any) will still apply as outlined in the annuity
                            prospectus and contract."

                  4.15.6    CUSTODIAN DISCLOSURE AND CHANGE OF CUSTODIAN.
                            Authorized Selling Firm will provide RiverSource
                            with the name of its Custodian so that RiverSource
                            has an opportunity to conduct due diligence,
                            should it choose to do so. Any change in Custodian
                            or trustee does not take effect unless approved in
                            writing by Company.

            4.16  ACATS. If Authorized Selling Firm and Company agree to
                  provide for the submission of customer account changes
                  through an electronic process known as Automated Customer
                  Account Transfer Service (ACATS) then this section 4.16 will
                  apply.

                  4.16.1    REPRESENTATIONS AND WARRANTIES. RiverSource and
                            Authorized Selling Firm have executed and filed
                            the standard agreement(s) required for
                            participation with the National Securities
                            Clearing Corporation ("NSCC") ("Standard
                            Agreements"), or have contracted with a third
                            party service bureau to provide services through
                            the NSCC. Company and Authorized Selling Firm
                            agree to participate in the Automated Customer
                            Account Transfer Service (ACATS) and/or Insurance
                            Processing Services (IPS) under the applicable
                            terms of the Standard Agreements and in accordance
                            with the following terms:

                            (a)    Electronic Process for Customer Account
                                   Changes

                                   (i) Authorized Selling Firm may submit
                                   customer account changes, including
                                   custodial account changes, to Company by
                                   electronic transmission ("Transmission") in
                                   accordance with the ACATS/IPS procedures
                                   established by NSCC in the Standard
                                   Agreements. Company and Authorized Selling
                                   Firm acknowledge that compliance with these
                                   Transmission procedures is a good order
                                   requirement (i.e. one that does not require
                                   a paper transmission). Authorized Selling
                                   Firm represents and warrants that the
                                   information contained in the Transmission
                                   is accurate and complete. Company and
                                   Authorized Selling Firm acknowledge that
                                   Company will rely upon the information
                                   provided by Authorized Selling Firm in
                                   making the requested changes.

                                   (ii) Authorized Selling Firm will obtain
                                   all appropriate client authorizations on
                                   the Transfer Initiation Form (TIF). Such
                                   client authorizations include, but are not
                                   limited to, those required from third
                                   Parties, such as custodians and trusts,
                                   among others. Authorized Selling Firm will
                                   maintain such TIFs for a period of no less
                                   than six (6) years from the date of the
                                   transfer initiation.

                                   (iii) Company will notify the Authorized
                                   Selling Firm of any errors in requests to
                                   transfer customer accounts. Notification
                                   will be made by Transmission.

                                   (iv) Company will notify the Authorized
                                   Selling Firm when good order requirements
                                   have been met. Notification will be made by
                                   Transmission.

                                   (v) Each party to this Amendment shall
                                   promptly furnish to the other party any
                                   reports and copies of forms which the other
                                   party may request pursuant to that party's
                                   responsibilities under this Amendment and
                                   for the purpose of meeting its reporting
                                   and record keeping obligations under the
                                   insurance laws of any state and under the
                                   federal and state securities laws or the
                                   rules of the NASD or to facilitate the
                                   handling of

                                Page 19 of 33
<PAGE>

                                   customer complaints. Authorized Selling
                                   Firm shall provide Company with a copy of
                                   the TIF, upon request, no later than two
                                   (2) business days from the request date.

                            (b)    General

                            Authorized Selling Firm shall indemnify and hold
                            harmless RiverSource, its subsidiaries and
                            affiliates and their respective officers,
                            directors and employees against any and all
                            losses, claims, damages, liabilities or expenses
                            (including the reasonable costs of legal
                            representation and investigation) to which
                            RiverSource, its subsidiaries and affiliates and
                            their respective officers, directors and employees
                            may become subject which arise out of or are based
                            upon incorrect information submitted to
                            RiverSource in the Transmission by Authorized
                            Selling Firm or its agent, or arising out of or
                            based upon a breach or violation of the Authorized
                            Selling Firm's representations, warranties, or
                            covenants contained in this Agreement.

            4.17. ANTI-MONEY LAUNDERING ("AML")

                  4.17.1    Authorized Selling Firm warrants and represents
                            that it has implemented AML programs reasonably
                            calculated to comply with the USA PATRIOT Act,
                            Bank Secrecy Act, NASD Rule 3011, and the rules
                            and regulations promulgated concerning AML.

                  4.17.2.   Authorized Selling Firm represents and warrants
                            that it has:

                     o      Established AML polices and procedures, including
                            but not limited to investigating, identifying, and
                            reporting suspicious activity;

                     o      Designated a compliance officer with oversight
                            responsibility for the AML program;

                     o      Implemented an ongoing AML training program,
                            including appropriate updates, for Authorized
                            Selling Firm's employees, Producers, and Agents
                            with respect to insurance and annuity Products
                            offered by the Company; and

                     o      Implemented periodic independent testing of its
                            AML program in compliance with applicable
                            regulations.

                  4.17.3    Authorized Selling Firm agrees that if it detects
                            suspicious activity with respect to its sale or
                            servicing of an insurance or annuity Product
                            offered by Company it will provide such
                            information to Company in accordance with 31 CFR
                            103.16(b)(3) by sending the appropriate
                            documentation to: Attn.: Director of Anti-Money
                            Laundering, 2934 Ameriprise Financial Center,
                            Minneapolis, MN 55474.

                  4.17.4    Authorized Selling Firm agrees that in accordance
                            with 31 CFR 103.137 (c) it will provide
                            RiverSource, upon reasonable request, with access
                            to information and records relating to its AML
                            program and the right to inspect its AML program
                            upon reasonable notice.

      5.    COMPANY AND DISTRIBUTOR REPRESENTATIONS AND RESPONSIBILITIES.

            5.1   REPRESENTATIONS.

                  5.1.1     Company represents and warrants that (a) it is
                            duly incorporated in the State of Minnesota and
                            licensed in all states in the Territory; (b) all
                            Products, and all Sales Material (as defined in
                            Section 4.11, above) provided by Company or
                            Distributor have been filed and approved as
                            required by state insurance departments shown in
                            the Product Exhibit(s); and (c) these materials
                            comply with all applicable laws and regulations
                            and rules of the NASD.

                  5.1.2     Distributor represents and warrants that it is
                            duly registered as a broker-dealer with the SEC,
                            the NASD, all fifty states and the District of
                            Columbia, and is qualified to do business in all
                            states in which Company is licensed and qualified
                            to do business.

                                Page 20 of 33
<PAGE>

                  5.1.3     Distributor and Company represent and warrant that
                            Company, as issuer and on behalf of the underlying
                            investment account(s), has registered the
                            underlying investment account(s) of the Products
                            with the SEC as a security under the Securities
                            Act of 1933 ("1933 Act") and as a unit investment
                            trust under the Investment Company Act of 1940.

                  5.1.4     Company represents and warrants that the
                            prospectuses and registration statements relating
                            to the Products do not contain any untrue
                            statements of material fact or any omission to
                            state a material fact, the omission of which makes
                            any statement contained in the prospectuses and
                            registration statements misleading.

            5.2   PROSPECTUSES, SALES LITERATURE AND ADVERTISING. RiverSource
                  will provide to Authorized Selling Firm, without any expense
                  to Authorized Selling Firm, prospectuses for the Products
                  and such other Sales Material (as defined is Section 4.11,
                  above) as RiverSource determines is necessary or desirable
                  for use in connection with sales of the Products.

            5.3   TRANSMISSION OF CONTRACTS FOR DELIVERY TO CONTRACT OWNERS.
                  Company shall send out all Contracts directly to Authorized
                  Selling Firm or their Producers unless Authorized Selling
                  Firm requests in writing that Company send out the Contract
                  directly to the Contract owner. Within 5 business days of
                  Authorized Selling Firm or their Producer's receipt of the
                  Contract, Authorized Selling Firm or their Producer must
                  deliver the Contract to the Contract owner.

            5.4   CONFIRMATIONS. Upon Company's acceptance of any payment for
                  a Product, Company as agent for Distributor will deliver to
                  each Contract owner a statement confirming the transaction
                  in accordance with Rule 10b-10 under the 1934 Act.

            5.5   CONTRACT OWNER SERVICES. Company shall provide
                  administrative, accounting, and other services to Contract
                  owners as necessary and appropriate, in the same manner as
                  such services are provided to Company's other Contract
                  owners.

            5.6   RESERVATION OF RIGHTS. Notwithstanding any other provision
                  of this Agreement or any other agreement between Company
                  and/or Distributor and Agency and/or Broker-Dealer, Company
                  reserves the unconditional right without prior notice to
                  modify any of the Products in any respect whatsoever, to
                  suspend the sale of any Products in whole or in part at any
                  time and to contact Contract owners with a view to retaining
                  their assets with the Company including the offering of
                  other products sold by the Company. Company may in its sole
                  discretion refuse to accept any application for a Contract
                  or any purchase payment or additional purchase payment for a
                  Contract.

            5.7   COMPLIANCE WITH APPLICABLE LAWS. RiverSource will comply
                  with all federal and state laws and regulations applicable
                  to the Products and their distribution under this Agreement.

      6.    COMPENSATION. Company shall pay to Broker-Dealer or Agency, as
            applicable, a total compensation on premiums collected pursuant to
            this Agreement based on the rates of commission and limitations
            set forth on the Product Exhibit(s), Exhibit C hereto, and other
            compensation addendum(s), if any. No compensation will be paid on
            the sale of a Product under this Agreement if that sale involves
            replacement of a Contract or investment issued by Company or by
            another insurance company affiliated with RiverSource.

            6.1   PRODUCT EXHIBITS. The Product Exhibit(s), including Exhibit
                  A and commission rates, are subject to change by Company at
                  anytime, but only upon written notice to Agency. Product
                  Exhibits are duly given when sent by electronic mail or U.S.
                  mail to the current or last known primary contact person at
                  Authorized Selling Firm. No such change shall affect
                  compensation for any premiums that are received and accepted
                  by Company in Minneapolis, MN prior to effective date of
                  such change. Any Product Exhibit(s) included in this
                  Agreement or subsequently made a part of this Agreement may
                  provide other or additional conditions regarding
                  compensation and, if so, will be controlling to the extent
                  of such other or additional conditions.

                                Page 21 of 33
<PAGE>

            6.2   EXPENSES. Except as otherwise provided in this Agreement, or
                  subsequently agreed to in writing by RiverSource, Authorized
                  Selling Firm will be responsible for all costs and expenses
                  of any kind and nature incurred by Authorized Selling Firm
                  in the performance of its duties under this Agreement.

            6.3   FOR CAUSE TERMINATION COMPENSATION OBLIGATIONS. In the event
                  of termination of this Agreement for one or more of the
                  reasons specified below in Section 9.1, Termination for
                  Cause, no further compensation shall thereafter be payable.

            6.4   POST TERMINATION COMPENSATION OBLIGATIONS. Upon termination
                  of this Agreement, Company's obligation to pay compensation
                  to Broker-Dealer or to Agency as applicable will immediately
                  cease except that:

                  6.4.1     Company will pay compensation, as the same become
                            due and payable, upon Products for which the
                            application has been taken and the required
                            premium has been collected (or has become
                            irrevocably collectable from a third party) as of
                            the date of termination, and for which the Company
                            subsequently issues a policy.

                  6.4.2     Company will charge back against those commissions
                            due identified in Product Exhibit(s) in the event
                            of surrenders of Products sold prior to the
                            termination of this Agreement by Authorized
                            Selling Firm or Producers. Company will invoice
                            Agency unless Company and Agency agree upon
                            another method of payment of such amounts.

            6.5   COMPENSATION LIMITATIONS. Agency or Broker-Dealer shall pay
                  cash or non-cash compensation for Product sales: (i) only to
                  any person or entity that is appropriately licensed and
                  appointed to sell Products; (ii) which are accepted by
                  Company; and (iii) if such payment is in accordance with
                  applicable laws, regulations, NASD or other self-regulatory
                  organization rules and Company Rules.

            6.6   ADVANCE COMMISSIONS ON INTERNAL REVENUE CODE SECTION 1035
                  EXCHANGES. If requested by Authorized Selling Firm, Company
                  will advance commissions monthly, in accordance to the Base
                  Commission schedules identified in the variable annuity
                  Product Exhibit(s), based on premium expected to be
                  deposited with Company to effect an IRC Section 1035
                  exchange of one investment product for an annuity Product
                  sold under this Agreement. In the event that the expected
                  premium does not reach Company within 90 days of the date of
                  the Product application, the entire commission for the
                  transaction will be charged back during the next normal
                  commission cycle.

            6.7   COMMISSIONS DISCONTINUED. Notwithstanding anything herein to
                  the contrary, Company will discontinue paying compensation
                  to Authorized Selling Firm for Contracts that are no longer
                  serviced by Authorized Selling Firm.

      7.    INDEMNIFICATION.

            7.1   INDEMNIFICATION OF COMPANY AND DISTRIBUTOR. Broker-Dealer
                  and Agency, jointly and severally, shall indemnify, defend
                  and hold harmless RiverSource and any of its officers,
                  directors, and employees, from and against any and all
                  losses, claims, damages, liabilities, actions, costs or
                  expenses to which RiverSource, or any of its officers,
                  directors and employees, may become subject (including any
                  legal or other expenses incurred by it in connection with
                  investigating any claim against it and defending any action
                  and, provided Authorized Selling Firm will have given prior
                  written approval of such settlement or compromise, which
                  consent will not be unreasonably withheld or delayed, any
                  amounts paid in settlement or compromise) insofar as such
                  losses, claims, damages, liabilities, actions, costs or
                  expenses arise out of or are based upon:

                  7.1.1     The acts or omissions of Authorized Selling Firm
                            or any of its employees, agents, Producers or
                            Licensed Assistants, or Custodians while acting
                            (whether under actual or apparent authority, or
                            otherwise) on behalf of Authorized Selling Firm or
                            RiverSource in connection with this Agreement;

                                Page 22 of 33
<PAGE>

                  7.1.2     Any breach of any covenant or agreement made by
                            Authorized Selling Firm under this Agreement;

                  7.1.3     The inaccuracy or breach of any representation or
                            warranty made by Authorized Selling Firm under
                            this Agreement;

                  7.1.4     The improper, unauthorized or fraudulent use of
                            any electronic or Web-based order-entry, servicing
                            or administration system(s) by any of its
                            employees, agents, Producers or Licensed
                            Assistants while acting (whether under actual or
                            apparent authority, or otherwise) on behalf of
                            Authorized Selling Firm or RiverSource in
                            connection with this Agreement;

                  7.1.5     The acts or omissions of the clearing broker and
                            any employee or agent of clearing broker while
                            performing the activities covered by this
                            Agreement, including, but not limited to, the use
                            or handling of any confidential information or
                            confidential Contract owner Information as
                            described in Section 11 below. The indemnity
                            obligation of this paragraph will extend to any
                            regulatory penalties incurred by RiverSource as a
                            result of said activities;

                            This indemnification obligation shall not apply to
                            the extent that such alleged act or omission is
                            attributable to RiverSource either because (1)
                            RiverSource directed the act or omission, or (2)
                            the act or omission by Authorized Selling Firm or
                            any of its employees, agents, Producers or
                            Licensed Assistants was the result of their
                            compliance with the Company Rules;

                  7.1.6     (a) unauthorized use of Company Marks or Hyperlink
                            (b) violation of a third party's intellectual
                            property rights with respect to Company Marks;

                  7.1.7     Any loss or misuse of Company data, including
                            Contract owner Information, by Authorized Selling
                            Firm or its employees, agents, clearing brokers,
                            custodians, or any third party that Authorized
                            Selling Firm discloses the information to or has
                            requested or instructed that Company disclose the
                            information to.

            7.2   INDEMNIFICATION OF AGENCY AND BROKER-DEALER. RiverSource
                  shall indemnify, defend and hold harmless Authorized Selling
                  Firm, any of its officers, directors and employees, from and
                  against any and all losses, claims, damages, liabilities,
                  actions, costs or expenses to which Authorized Selling Firm,
                  or any of its officers, directors and employees, may become
                  subject (including any legal or other expenses incurred by
                  it in connection with investigating any claim against it and
                  defending any action and, provided RiverSource will have
                  given prior written approval of such settlement or
                  compromise, which consent will not be unreasonably withheld
                  or delayed, any amounts paid in settlement or compromise)
                  insofar as such losses, claims, damages, liabilities,
                  actions, costs or expenses arise out of or are based upon:

                  7.2.1     The acts or omissions of RiverSource, or any
                            employee or agent of RiverSource, (excluding
                            Authorized Selling Firm, Producers or Licensed
                            Assistants) while acting (whether under actual or
                            apparent authority or otherwise) on behalf of
                            RiverSource in connection with this Agreement;

                  7.2.2     Any breach of any covenant or agreement made by
                            RiverSource under this Agreement; or

                  7.2.3     The inaccuracy or breach of any representation or
                            warranty made by RiverSource under this Agreement.

            7.3   LIMITATION OF LIABILITY. Each party agrees that, as between
                  the parties, in no event will any party to this Agreement be
                  responsible to any other party for any incidental, indirect,
                  consequential, special, punitive, or exemplary damages of
                  any kind arising from this Agreement, including without
                  limitation, lost revenues, loss of profits or loss of
                  business. This limitation does not apply to third party
                  claims for damages that are covered by the indemnification
                  obligation under Section 7.

      8.    ARBITRATION. The parties agree to attempt to settle any
            misunderstandings or disputes arising out of this Agreement
            through consultation and negotiation in good faith and a spirit of
            mutual cooperation. However, if those attempts fail, the parties
            agree that any misunderstandings or disputes arising from this
            Agreement will

                                Page 23 of 33
<PAGE>

            be decided by arbitration administered by the American Arbitration
            Association in accordance with its Commercial Arbitration Rules
            and Title 9 of the U.S. Code. Judgment on the award rendered by
            the arbitrators may be entered in any court having jurisdiction
            thereof. The number of arbitrators will be three (unless the
            parties to the dispute agree on a single arbitrator), one of whom
            will be appointed by the Company or an affiliate, one of whom will
            be appointed by Authorized Selling Firm; and the third of whom
            will be selected by mutual agreement, if possible, within 30 days
            of the selection of the second arbitrator and thereafter by the
            administering authority. The Arbitration shall be held in the city
            of the Company's principal place of business. The arbitrators will
            strictly observe the limitation of liability provisions set forth
            in Section 7.3 of this agreement in making any award and will have
            no authority to award punitive damages or any other damages not
            measured by the prevailing Party's actual damages, and may not, in
            any event, make any ruling, finding or award that does not conform
            to the terms and conditions of this Agreement. The parties agree
            that the arbitrator(s) will decide which party must bear the
            expenses of the Arbitration. Any Party may make an application to
            the arbitrators seeking injunctive relief to maintain the status
            quo until such time as the arbitration award is rendered or the
            controversy is otherwise resolved. This agreement to arbitrate
            shall not preclude either party from obtaining provisional
            remedies such as injunctive relief or the appointment of a
            receiver from a court having jurisdiction, before, during or after
            the pendency of the arbitration. The institution and maintenance
            of such provisional remedies shall not constitute a waiver of the
            right of a party to submit a dispute to arbitration.

      9.    TERMINATION.

            9.1   TERMINATION FOR CAUSE. At any time during the Term of this
                  Agreement, RiverSource or Authorized Selling Firm may
                  terminate this Agreement immediately for cause upon written
                  notice of such termination to the other party. Such written
                  notice shall state the cause with specificity. As used in
                  this Section, the term "cause" shall include any one or more
                  of the following:

                  9.1.1     the conviction of any party, its officers or
                            supervisory personnel of any felony, of fraud, or
                            of any crime involving dishonesty;

                  9.1.2     the intentional misappropriation by a party of
                            funds or property of any other party, or of funds
                            received for it or for a Product owner or
                            applicant for a Product;

                  9.1.3     the cancellation, or the refusal to renew by the
                            issuing insurance regulatory authority of, any
                            license, certificate or other regulatory approval
                            required in order for any party to perform its
                            duties under this Agreement;

                  9.1.4     any action by a regulatory authority with
                            jurisdiction over the activities of a party that
                            would place the party in receivership or
                            conservatorship or otherwise substantially
                            interfere or prevent such party from continuing to
                            engage in the lines of business relevant to the
                            subject matter hereof;

                  9.1.5     a party becoming a debtor in bankruptcy (whether
                            voluntary or involuntary) or the subject of an
                            insolvency proceeding; or

                  9.1.6     a material breach of the Agreement by a party.

            9.2   TERMINATION WITHOUT CAUSE. RiverSource or Authorized Selling
                  Firm may terminate this Agreement without cause upon 30 days
                  prior written notice to the other parties.

            9.3   POST TERMINATION LIMITATIONS. For a period of one year after
                  termination of this Agreement, Broker-Dealer, Agency and
                  Producers shall not knowingly induce or cause, or attempt to
                  induce or cause, any systematic effort to recommend,
                  promote, encourage or endorse the replacement, surrender, or
                  cancellation of any Product sold under this Agreement or any
                  prior agreement between or among Company and any of
                  Broker-Dealer, Agency, or Producer (or any affiliates,
                  predecessors, successors or assigns of Broker-Dealer, Agency
                  or Producer) or provide data including Confidential Contract
                  owner Information as defined by Section 11.2 of this
                  Agreement to any person or organization that would allow or
                  facilitate replacement, surrender or cancellation of
                  Products.

                                Page 24 of 33
<PAGE>

      10.   INDEPENDENT CONTRACTOR. This Agreement is not a contract of
            employment. Nothing contained in this Agreement shall be construed
            or deemed to create the relationship of joint venture,
            partnership, or employer and employee between RiverSource and
            Authorized Selling Firm. Each party is an independent contractor
            and shall be free, subject to the terms and conditions of this
            Agreement, to exercise judgment and discretion with regard to the
            conduct of business.

      11.   CONFIDENTIALITY.

            11.1  Each party agrees that, during the term of this Agreement
                  and at all times thereafter, it will not disclose to any
                  unaffiliated person, firm, corporation or other entity any
                  of the other parties' trade secrets or confidential
                  information, including, without limitation, the terms of
                  this Agreement; non-public program materials; member or
                  customer lists; proprietary information; information as to
                  the other party's business methods, operations or affairs,
                  or the processes and systems used in its operations and
                  affairs, or the processes and systems used in any aspect of
                  the operation of its business; all whether now known or
                  subsequently learned by it. If this Agreement is terminated,
                  each party, within 60 days after such termination, will
                  return to the other parties, respectively, any and all
                  copies, in whatever form or medium, of any material
                  disclosing any of the other parties' trade secrets or
                  confidential information as described above.

                  Nothing in this Agreement shall require a party to keep
                  confidential any information that:

                  11.1.1    the party can prove was known to it prior to any
                            disclosure by any other party;

                  11.1.2    is or becomes publicly available through no fault
                            of the party;

                  11.1.3    the party can prove was independently developed by
                            it outside the scope of this Agreement and with no
                            access to any confidential or proprietary
                            information of any other party;

                  11.1.4    is required to be disclosed to governmental
                            regulators or pursuant to judicial or
                            administrative process or subpoena;

                  11.1.5    is required in order to perform that party's
                            obligation under this Agreement;

                  11.1.6    is required to be disclosed by any applicable law;
                            or

                  11.1.7    is mutually agreed upon by all parties to this
                            Agreement.

            11.2  CONFIDENTIAL CONTRACT OWNER INFORMATION means any personally
                  identifiable information including, but not limited to,
                  customer account numbers, customer names, addresses, social
                  security numbers or any information derived therefrom
                  regarding Contract owners that Company collects or develops
                  or requests Agency, Broker-Dealer or Producers to collect on
                  behalf of Company in order for Company to provide the
                  Products.

            11.3  AUTHORIZED SELLING FIRM'S OBLIGATION NOT TO DISCLOSE
                  CONFIDENTIAL CONTRACT OWNER INFORMATION. Despite anything in
                  this Agreement to the contrary, Authorized Selling Firm must
                  not use or disclose Confidential Contract owner Information
                  for any purpose, including without limitation and by way of
                  example those purposes prohibited under Sections 4.13.10 and
                  9.3 of this Agreement, except to perform its obligations
                  under this Agreement. Additionally, Authorized Selling Firm
                  must:

                  11.3.1    ensure all employees, Producers, Licensed
                            Assistant, former Producers, agents,
                            representatives, or any other party to whom
                            Authorized Selling Firm provides access to, or
                            discloses Confidential Contract owner Information
                            to, limit the use and disclosure of Confidential
                            Contract owner Information for the purpose of
                            performing Authorized Selling Firm's obligations
                            under this Agreement;

                                Page 25 of 33
<PAGE>

                  11.3.2    provide RiverSource with copies of audits and test
                            result information sufficient to assure
                            RiverSource that Authorized Selling Firm has
                            implemented information security measures
                            consistent with this Section;

                  11.3.3    implement appropriate measures designed to:

                            11.3.3.1 ensure the security and confidentiality
                                     of Confidential Contract owner Information;
                                     protect Confidential Contract owner
                                     Information against any anticipated threats
                                     or hazards to the security or integrity of
                                     such information; and

                            11.3.3.2 protect against unauthorized access to,
                                     or use of, Confidential Contract owner
                                     Information that could result in
                                     substantial harm or inconvenience to any
                                     customer of the Company or any of its
                                     subsidiaries, affiliates, or licensees; and

                  11.3.4    ensure all employees, Producers, agents,
                            representatives, subcontractors, or any other
                            party to whom Authorized Selling Firm provides
                            access to or discloses Confidential Contract owner
                            Information to, implement appropriate measures
                            similar to those required to be implemented by
                            Authorized Selling Firm under this Section 11.3.

            11.4  EXCEPTION TO AUTHORIZED SELLING FIRM'S OBLIGATION NOT TO
                  DISCLOSE CONFIDENTIAL CONTRACT OWNER INFORMATION. Authorized
                  Selling Firm may independently collect and use personally
                  identifiable information regarding Contract owners covered
                  by the definition of Confidential Contract owner
                  Information, other than Contract owner account numbers, to
                  market or sell additional financial products and services
                  sold by Authorized Selling Firm if Authorized Selling Firm
                  and its Producers:

                  11.4.1    comply with Authorized Selling Firm's customer
                            privacy notice, Company's privacy notice, the
                            Gramm-Leach-Bliley Act of 1999 and regulations
                            adopted thereunder, the Fair Credit Reporting Act,
                            state insurance laws and regulations, and other
                            applicable laws governing the use and disclosure
                            of personal identification information.

      12.   ASSIGNMENT. The parties to this Agreement may not assign this
            Agreement without the written approval of RiverSource and
            Authorized Selling Firm, except that Distributor may assign this
            Agreement to another broker-dealer appropriately registered with
            the NASD and Company may assign this Agreement or any rights or
            obligations hereunder to any affiliate or company under common
            control with Company upon providing Authorized Selling Firm with a
            least 10 calendar days notice. Any affiliated insurance agency
            signing below or which has signed an Affiliate Participation
            Agreement agrees that RiverSource or Authorized Selling Firm may
            assign this Agreement without the written approval of the
            affiliated insurance agency.

      13.   AMENDMENT OF AGREEMENT. RiverSource reserves the right to amend
            this Agreement at any time, but no amendment shall be effective
            until approved in writing by Authorized Selling Firm, subject to
            the provisions of Section 4.5.16, Section 5.6, "Reservation of
            Rights," Section 6, "Compensation" and Section 12, "Assignment,"
            under this Agreement. Any affiliated insurance agency signing
            below or that has executed an Affiliate Participation Agreement
            acknowledges and agrees that Agency shall be authorized to execute
            any amendment or addenda to this Agreement, on its behalf, and
            that such execution will be binding upon it.

      14.   SETOFFS AND CHARGEBACKS. Broker-Dealer and Agency authorize
            Distributor and Company to set off from all amounts otherwise
            payable to Broker-Dealer and Agency all liabilities of
            Broker-Dealer, Agency or Producers. Broker-Dealer and Agency are
            jointly and severally liable for the payment of all moneys due to
            Distributor or Company that may arise out of this Agreement or any
            other agreement between Broker-Dealer, Agency and Distributor and
            Company including, but not limited to, any liability for any
            chargebacks or for any amounts advanced by or otherwise due
            Distributor or Company. Broker-Dealer and Agency shall pay such
            amounts to Distributor and Company within 30 days of written
            request for payment. Distributor and Company do not waive any of
            its other rights to pursue collection of any indebtedness owed by
            Broker-

                                Page 26 of 33
<PAGE>

            Dealer or Agency or its Producers to Distributor or Company. If
            Distributor or Company initiates legal action to collect any
            indebtedness under this Agreement, Broker-Dealer and Agency must
            reimburse Distributor and Company for reasonable attorney fees and
            expenses in connection with such legal action.

      15.   MISCELLANEOUS.

            15.1  APPLICABLE LAW. This Agreement shall be governed by and
                  interpreted under the laws of the State of Minnesota.

            15.2  SEVERABILITY. Should any part of this Agreement be declared
                  invalid, the remainder of this Agreement shall remain in
                  full force and effect, as if the Agreement had originally
                  been executed without the invalid provisions.

            15.3  NOTICE. Subject to Section 6.1 "Product Exhibits," any
                  notice must be in writing and will be deemed to have been
                  duly given if sent by U.S. mail, postage prepaid, or via a
                  national courier service with the capacity to track its
                  shipments, to the following entities:

IF TO COMPANY:                            IF TO DISTRIBUTOR:
RiverSource Life Insurance Company        RiverSource Distributors, Inc
1818 Ameriprise Financial Center          1818 Ameriprise Financial Center
Minneapolis, MN 55474                     Minneapolis, MN 55474
Attn:  Compliance Officer (Unit 1818)     Attn:  Compliance Officer (Unit 1818)

IF TO AGENCY:                             IF TO BROKER-DEALER:



            15.4  BINDING EFFECT. This Agreement shall be binding upon and
                  inure to the benefit of the parties hereto and their
                  respective successors and assigns, subject to the provisions
                  of this Agreement limiting assignment.

            15.5  HEADINGS. The headings in this Agreement are for convenience
                  only and are not intended to have any legal effect.

            15.6  DEFINED TERMS. The terms defined in this Agreement are to be
                  interpreted in accordance with this Agreement. Such defined
                  terms are not intended to conform to specific statutory
                  definitions of any state.

            15.7  ENTIRE AGREEMENT. This Agreement constitutes the entire
                  agreement of the parties pertaining to the subject matter of
                  this Agreement. It supersedes all prior communications,
                  representations, understandings and agreements of the
                  parties, whether oral or written, pertaining to the subject
                  matter of this Agreement.

            15.8  SURVIVAL. All terms and conditions of Section 5.6
                  "Reservation of Rights"; Section 6.4, "Post Termination
                  Compensation Obligations"; Section 7, "Indemnification";
                  Section 9.3 "Post Termination Limitations"; Section 11,
                  "Confidentiality,"; and Section 14, "Setoffs and
                  Chargebacks." will survive termination of this Agreement.

            15.9  NO WAIVER. No failure to enforce, nor any breach of any term
                  or condition of this Agreement, shall operate as a waiver of
                  such term or condition, or of any other term or condition,
                  nor constitute nor be deemed a waiver or release of any
                  other rights at law or in equity, or of claims which any
                  party may have against any other party, for anything arising
                  out of, connected with, or based upon this Agreement. Any
                  waiver, including a waiver of this Section, must be in
                  writing and signed by the parties to this Agreement.

                                Page 27 of 33
<PAGE>

            15.10 RIGHTS AND REMEDIES 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 to this
                  Agreement are entitled to under state and federal laws.

            15.11 COUNTERPARTS. This Agreement may be executed in
                  counterparts, each of which is an original and all of which
                  together constitute one and the same instrument.

RIVERSOURCE LIFE INSURANCE COMPANY        NAME
Company                                   Broker Dealer

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

Print Name:                               Print Name:
             --------------------------                ------------------------

Title:                                    Title:
        -------------------------------           -----------------------------

Date:                                     Date:
       --------------------------------          ------------------------------



RIVERSOURCE DISTRIBUTORS, INC.            NAME
Distributor                               Agency

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

Print Name:                               Print Name:
             --------------------------                ------------------------

Title:                                    Title:
        -------------------------------           -----------------------------

Date:                                     Date:
       --------------------------------          ------------------------------


NAME                                      NAME
Affiliated Agency                         Affiliated Agency

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

Print Name:                               Print Name:
             --------------------------                ------------------------

Title:                                    Title:
        -------------------------------           -----------------------------

Date:                                     Date:
       --------------------------------          ------------------------------


NAME                                      NAME
Affiliated Agency                         Affiliated Agency

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

Print Name:                               Print Name:
             --------------------------                ------------------------

Title:                                    Title:
        -------------------------------           -----------------------------

Date:                                     Date:
       --------------------------------          ------------------------------

                                Page 28 of 33
<PAGE>





                                Page 29 of 33
<PAGE>

                                   EXHIBIT A
                                   ---------

                            (TO SELLING AGREEMENT)

        AGENCY AND AFFILIATED AGENCIES, PRODUCT DESCRIPTION AND STATES
                    IN WHICH PRODUCT IS FILED AND APPROVED

This Exhibit A to the Agreement for Annuity and Life Products, effective date
___________, 2006, is among AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
("Company"), AMERIPRISE FINANCIAL SERVICES, INC. ("Distributor" together with
Company "RIVERSOURCE"), _________________________ ("Broker-Dealer") and
_______________ ("Agency") and its affiliated insurance agencies. This Exhibit
A replaces and supersedes any previous Exhibit's A to this Agreement and is
effective on the date listed below.

AMENDED DATE:              New
PURPOSE OF AMENDMENT:      New

SUMMARY:

This Exhibit is intended to summarize the Authorized Selling Firm's Agency and
its affiliated insurance agencies, the Product Description and the States in
which Product is Filed and Approved.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
         AGENCY                AEL PRODUCT DESCRIPTION
OR AFFILIATED AGENCIES    (SEE PRODUCT EXHIBITS FOR DETAILS)
------------------------------------------------------------------------------------------------------------------------------------
                          VARIABLE ANNUITY SELLING PRODUCTS           STATES IN WHICH VARIABLE PRODUCT IS FILED AND APPROVED
                       -------------------------------------------------------------------------------------------------------------
<S>                   <C>                                      <C>
        NAME           RIVERSOURCE FlexChoice SELECT Variable   AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS,
      (Agency)                         Annuity                  KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV,
                                     - Option L                   OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WA, WI, WV, WY
                                     - Option C

AFFILIATED AGENCIES:   RIVERSOURCE Innovations SELECT Variable  AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS,
                                       Annuity                  KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV,
        Name                                                      OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WA, WI, WV, WY
        Name
                        RIVERSOURCE Signature SELECT Variable   AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS,
                                       Annuity                  KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV,
  BROKER DEALER IS:                                               OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WA, WI, WV, WY

                           RIVERSOURCE Signature One SELECT     AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS,
                                   Variable Annuity             KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV,
                                                                  OH, OK, PA, RI, SC, SD, TN, TX, UT, VA, VT, WA, WI, WV, WY
------------------------------------------------------------------------------------------------------------------------------------

                                Page 30 of 33
<PAGE>

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                         AEL FIXED ANNUITY SELLING PRODUCTS             STATES IN WHICH FIXED PRODUCT IS FILED AND APPROVED
                       -------------------------------------------------------------------------------------------------------------
<S>                        <C>                                 <C>
                            Quantum Select Fixed Annuity        AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS,
                                                                KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV,
                                                                  OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WA, WI, WV, WY
<CAPTION>
                       -------------------------------------------------------------------------------------------------------------
                               AEL FIXED AND VARIABLE                               N/A FOR SERVICE ONLY PRODUCTS
                                 SERVICING PRODUCTS
                       -------------------------------------------------------------------------------------------------------------
<S>                        <C>                                 <C>
                                 None at this time.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                Page 31 of 33
<PAGE>


                                   EXHIBIT B

                            (TO SELLING AGREEMENT)

                          LIMITED SERVICE ACTIVITIES

PRODUCERS MAY:

      o     accept additional premium payments (check with application only),
            if the Product allows for additional payments.

PRODUCERS AND LICENSED ASSISTANTS MAY:

      o     Assist customers with all Company forms including;
            o     Annuitization
            o     beneficiary changes
            o     address change
            o     ownership changes or transfers
            o     withdrawal requests; or
            o     death claims.

      o     Perform the following transactions by phone if Company has a
            signed telephone transaction authorization form on file:
            o     Asset Allocation
            o     DCA - set up, stop or change
            o     Sub-account Fund transfers
            o     Systematic withdrawals - stop or change date

Any other assistance requested by a Contract-owner and approved in writing by
Company.

                                Page 32 of 33
<PAGE>


                                   EXHIBIT C
                            (TO SELLING AGREEMENT)
               LIMITATIONS AND CONDITIONS OF COMMISSION PAYMENT:

THE LIMITATIONS AND CONDITIONS BELOW APPLY TO THE COMMISSION PAYABLE ON ALL
COMPANY ANNUITY PRODUCTS, AS REFERENCED IN THE AGREEMENT PRODUCT EXHIBITS -
COMMISSION SCHEDULE(S):

      A.    No commission is payable on the sale of Products under this
            Agreement if that sale involves replacement of an asset or
            investment issued by Company or by any other insurance company
            affiliated with RiverSource unless Company agrees, in a separate
            addendum, to pay commission for such sales.

      B.    The commission options in any VARIABLE annuity Product Exhibit -
            Commission Schedule may not apply for annuity contracts when total
            premium payments are $1 million or more. The Company reserves the
            right to accept or reject such premium payment and to negotiate
            the base commission payable for each separate annuity contract
            when total premium payments equal $1 million or more.

      C.    The commission options in any FIXED annuity Product Exhibit -
            Commission Schedule may not apply for annuity contracts when total
            premium payments are $500,000 or more. The Company reserves the
            right to accept or reject such premium payment and to negotiate
            the base commission payable for each separate annuity contract
            when total premium payments equal $500,000 or more.

      D.    Payment for each quarter's Supplemental Trail Commission shall be
            final, and no credits or additions or adjustments shall be made to
            it. Each quarter is evaluated independently. Chargebacks will be
            accounted for in the quarter in which the contract is returned to
            the Company.

      E.    Company will supply supporting information for the calculation,
            along with payment, to Agency within 45 business days of the end
            of each calendar quarter.

      F.    The Supplemental Trail Commission does not apply to sales which
            are otherwise excluded from normal commission payments under
            Product Exhibit(s) and/or any other addenda to this Agreement
            (e.g., unlicensed sales, sales for which Agency could not
            otherwise be compensated, etc.).

      G.    If any party gives notice of termination of the entire Agreement,
            the obligation to pay the Supplemental Trail Commission will end
            on the first day of the calendar quarter in which the termination
            occurs. No Supplemental Trail Commission will be payable for the
            quarter in which the termination occurs, or thereafter.

      H.    Subject to Conditions A and G above, Supplemental Trail Commission
            will be paid to the Agency for as long as each Eligible Contract
            continues to remain an Eligible Contract as defined in the Product
            Exhibit - Commission Schedule and for as long as the Agency
            continues to be licensed as an insurance agency and appointed with
            Company.

      I.    The obligation to pay Supplemental Trail Commission runs from
            Company to Agency or Broker Dealer only. All distribution of
            Supplemental Trail Commission is the Agency's or Broker Dealer's
            responsibility, respectively. No claim made by or on behalf of any
            Producer or individual representative for Supplemental Trail
            Commission will be honored by Company, and no expense, including
            (without limitation) attorney fees, that an Agency or a Producer
            or individual representative may incur to determine the Producer's
            or the individual representative's entitlement to Supplemental
            Trail Commission, will be absorbed by or reimbursed by Company.

In all cases, the amount of commission described in the Product Exhibit -
Commission Schedule is the total compensation available for distribution from
Company, or any of its subsidiaries, affiliates, or other related entities
owned or controlled by RiverSource, whether under this Agreement or under any
other agreement between or among Company, Agency, or any other party.

                                Page 33 of 33