PARTICIPATION AGREEMENT
                             -----------------------

                                      AMONG

                              [INSURANCE COMPANY],

                                    PROFUNDS,

                                       AND

                              PROFUND ADVISORS LLC

     THIS AGREEMENT, dated as of the ___ day of , 2000 by and among
__________________, (the "Company"), an [insert state] life insurance company,
on its own behalf and on behalf of each segregated asset account of the Company
set forth on Schedule A hereto, as may be amended from time to time (each
account hereinafter referred to as the "Account"), ProFunds (the "Fund"), a
Delaware business trust, and ProFund Advisors LLC (the "Adviser"), a Maryland
limited liability company.

     WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established for variable life insurance and variable annuity contracts (the
"Variable Insurance Products") to be offered by insurance companies which have
entered into participation agreements with the Fund ("Participating Insurance
Companies");

     WHEREAS, the shares of beneficial interest of the Fund are divided into
several series of shares, each designated a "Portfolio" and representing the
interest in a particular managed portfolio of securities and other assets;

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

     WHEREAS, the Adviser, which serves as investment adviser to the Fund, is
duly registered as an investment adviser under the federal Investment Advisers
Act of 1940, as amended;

     WHEREAS, the Company has issued or will issue certain variable life
insurance and/or variable annuity contracts supported wholly or partially by the
Account (the "Contracts"), and said Contracts are listed in Schedule A hereto,
as it may be amended from time to time by mutual written agreement;

     WHEREAS, the Account is duly established and maintained as a segregated
asset account, duly established by the Company, on the date shown for such
Account on Schedule A hereto, to set aside and invest assets attributable to the
aforesaid Contracts; and

     WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios listed in
Schedule A hereto, as it may be amended from time to time by mutual written
agreement (the "Designated Portfolios"), on behalf of the Account to fund the
aforesaid Contracts;

<PAGE>

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

ARTICLE I. Sale of Fund Shares
           -------------------

          1.1. Subject to Article X hereof, the Fund agrees to make available to
the Company for purchase on behalf of the Account, shares of the Designated
Portfolios, such purchases to be effected at net asset value in accordance with
Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) Portfolios
(other than those listed on Schedule A) in existence now or that may be
established in the future will be made available to the Company only as the Fund
may so provide, and (ii) the Board of Trustees of the Fund (the "Board") may
suspend or terminate the offering of shares of any Designated Portfolio or class
thereof, if such action is required by law or by regulatory authorities having
jurisdiction or if, in the sole discretion of the Board acting in good faith and
in light of its fiduciary duties under federal and any applicable state laws,
suspension or termination is necessary in the best interests of the shareholders
of such Designated Portfolio.

          1.2. The Fund shall redeem, at the Company's request, any full or
fractional Designated Portfolio shares held by the Company on behalf of the
Account, such redemptions to be effected at net asset value in accordance with
Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) the Company
shall not redeem Fund shares attributable to Contract owners except in the
circumstances permitted in Section 10.3 of this Agreement, and (ii) the Fund may
delay redemption of Fund shares of any Designated Portfolio to the extent
permitted by the Investment Company Act of 1940 as amended (the "1940 Act"), and
any rules, regulations or orders thereunder.

          1.3. Purchase and Redemption Procedures
               ----------------------------------

               (a) The Fund hereby appoints the Company as an agent of the Fund
     for the limited purpose of receiving and accepting purchase and redemption
     requests on behalf of the Account (but not with respect to any Fund shares
     that may be held in the general account of the Company) for shares of those
     Designated Portfolios made available hereunder, based on allocations of
     amounts to the Account or subaccounts thereof under the Contracts and other
     transactions relating to the Contracts or the Account. Receipt and
     acceptance of any such request (or relevant transactional information
     therefor) on any day the New York Stock Exchange and Chicago Mercantile
     Exchange are open for trading and on which a Designate Portfolio calculates
     its net asset value (a "Business Day") pursuant to the rules of the
     Securities and Exchange Commission ("SEC") by the Company as such limited
     agent of the Fund prior to the time that the Fund ordinarily calculates its
     net asset value as described from time to time in the Fund's prospectus
     (which as of the date of execution of this Agreement is 4:00 p.m. Eastern
     Time) shall constitute receipt and acceptance by the Designated Portfolio
     on that same Business Day, provided that the Fund receives notice of such
     request by 8:30 a.m. Eastern Time on the next following Business Day.
     However, to facilitate the Designated Portfolios' daily trading practices,
     the Company shall provide the Fund with "estimated trade" and other
     information relating to the Designated Portfolios at certain times prior to
     the close of business on each Business Day.

               (b) The Company shall pay for shares of each Designated Portfolio
     on the same day that it notifies the Fund of a purchase request for such
     shares. Payment for Designated Portfolio shares shall be made in federal
     funds transmitted to the Fund or other designated person by wire to be
     received by 2:00 p.m. Eastern Time on the day the Fund is notified of the
     purchase request for Designated Portfolio shares (unless the Fund
     determines and so advises the Company

                                      -2-
<PAGE>

     that sufficient proceeds are available from redemption of shares of other
     Designated Portfolios effected pursuant to redemption requests tendered by
     the Company on behalf of the Account). If federal funds are not received on
     time, such funds will be invested, and Designated Portfolio shares
     purchased thereby will be issued, as soon as practicable and the Company
     shall promptly, upon the Fund's request, reimburse the Fund for any
     charges, costs, fees, interest or other expenses incurred by the Fund in
     connection with any advances to, or borrowing or overdrafts by, the Fund,
     or any similar expenses incurred by the Fund, as a result of portfolio
     transactions effected by the Fund based upon such purchase request. Upon
     receipt of federal funds so wired, such funds shall cease to be the
     responsibility of the Company and shall become the responsibility of the
     Fund.

               (c) Payment for Designated Portfolio shares redeemed by the
     Account or the Company shall be made in federal funds transmitted by wire
     to the Company or any other designated person on the next Business Day
     after the Fund is properly notified of the redemption order of such shares
     (unless redemption proceeds are to be applied to the purchase of shares of
     other Designated Portfolio in accordance with Section 1.3(b) of this
     Agreement), except that the Fund reserves the right to redeem Designated
     Portfolio shares in assets other than cash and to delay payment of
     redemption proceeds to the extent permitted under Section 22(e) of the 1940
     Act and any Rules thereunder, and in accordance with the procedures and
     policies of the Fund as described in the then current prospectus. The Fund
     shall not bear any responsibility whatsoever for the proper disbursement or
     crediting of redemption proceeds by the Company, the Company alone shall be
     responsible for such action.

               (d) Any purchase or redemption request for Designated Portfolio
     shares held or to be held in the Company's general account shall be
     effected at the net asset value per share next determined after the Fund's
     receipt and acceptance of such request, provided that, in the case of a
     purchase request, payment for Fund shares so requested is received by the
     Fund in federal funds prior to close of business for determination of such
     value, as defined from time to time in the Fund's prospectus.

          1.4. The Fund shall use its best efforts to make the net asset value
per share for each Designated Portfolio available to the Company by 6:30 p.m.
Eastern Time each Business Day, and in any event, as soon as reasonably
practicable after the net asset value per share for such Designated Portfolio is
calculated, and shall calculate such net asset value in accordance with the
Fund's prospectus. Neither the Fund, any Designated Portfolio, the Adviser, nor
any of their affiliates shall be liable for any information provided to the
Company pursuant to this Agreement which information is based on incorrect
information supplied by the Company or any other Participating Insurance Company
to the Fund or the Adviser.

          1.5. The Fund shall furnish notice (by wire or telephone followed by
written confirmation) to the Company as soon as reasonably practicable of any
income dividends or capital gain distributions payable on any Designated
Portfolio shares. The Company, on its behalf and on behalf of the Account,
hereby elects to receive all such dividends and distributions as are payable on
any Designated Portfolio shares in the form of additional shares of that
Designated Portfolio. The Company reserves the right, on its behalf and on
behalf of the Account, to revoke this election and to receive all such dividends
and capital gain distributions in cash. The Fund shall notify the Company
promptly of the number of Designated Portfolio shares so issued as payment of
such dividends and distributions.

          1.6. Issuance and transfer of Fund shares shall be by book entry only.
Share certificates will not be issued to the Company or the Account. Purchase
and redemption orders for Fund

                                      -3-
<PAGE>

shares shall be recorded in an appropriate ledger for the Account or the
appropriate subaccount of the Account.

          1.7. (a) The parties hereto acknowledge that the arrangement
contemplated by this Agreement is not exclusive; the Fund's shares may be sold
to other insurance companies (subject to Section 1.8 hereof) and the cash value
of the Contracts may be invested in other investment companies, provided,
however, that until this Agreement is terminated pursuant to Article X, the
Company shall promote the Designated Portfolios on the same basis as other
funding vehicles available under the Contracts. Funding vehicles other than
those listed on Schedule A to this Agreement may be available for the investment
of the cash value of the Contracts, provided, however, (i) any such vehicle or
series thereof, has investment objectives or policies that are substantially
different from the investment objectives and policies of the Designated
Portfolios available hereunder; (ii) the Company gives the Fund and the Adviser
45 days written notice of its intention to make such other investment vehicle
available as a funding vehicle for the Contracts; and (iii) unless such other
investment company was available as a funding vehicle for the Contracts prior to
the date of this Agreement and the Company has so informed the Fund and the
Adviser prior to their signing this Agreement, the Fund or Adviser consents in
writing to the use of such other vehicle, such consent not to be unreasonably
withheld.

               (b) The Company shall not, without prior notice to the Adviser
(unless otherwise required by applicable law), take any action to operate the
Account as a management investment company under the 1940 Act.

               (c) The Company shall not, without prior notice to the Adviser
(unless otherwise required by applicable law), induce Contract owners to change
or modify the Fund or change the Fund's investment adviser.

               (d) The Company shall not, without prior notice to the Fund,
induce Contract owners to vote on any matter submitted for consideration by the
shareholders of the Fund in a manner other than as recommended by the Board.

          1.8. The Designated Portfolios shall sell their shares only to
Participating Insurance Companies and their separate accounts and to persons or
plans ("Qualified Persons") that communicate to the Fund that they qualify to
purchase shares of the Designated Portfolios under Section 817(h) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
thereunder without impairing the ability of the Account to consider the
portfolio investments of the Fund as constituting investments of the Account for
the purpose of satisfying the diversification requirements of Section 817(h).
The Fund shall not sell shares of the Designated Portfolios to any insurance
company or separate account unless an agreement complying with Article VI of
this Agreement is in effect to govern such sales, to the extent required. The
Company hereby represents and warrants that it and the Account are Qualified
Persons. The Fund reserves the right to cease offering shares of any Designated
Portfolio in the discretion of the Fund.

ARTICLE II. Representations and Warranties
            ------------------------------

          2.1. The Company represents and warrants that the Contracts (a) are,
or prior to issuance will be, registered under the 1933 Act, or (b) are not
registered because they are properly exempt from registration under the 1933 Act
or will be offered exclusively in transactions that are properly exempt from
registration under the 1933 Act. The Company further represents and warrants
that the Contracts will be issued and sold in compliance in all material
respects with all applicable federal securities and state securities and
insurance laws and that the sale of the Contracts shall comply

                                      -4-
<PAGE>

in all material respects with state insurance suitability requirements. The
Company further represents and warrants that it is an insurance company duly
organized and in good standing under applicable law, that it has legally and
validly established the Account prior to any issuance or sale thereof as a
segregated asset account under [insert state] insurance laws, and that it (a)
has registered or, prior to any issuance or sale of the Contracts, will register
the Account as a unit investment trust in accordance with the provisions of the
1940 Act to serve as a segregated investment account for the Contracts, or
alternatively (b) has not registered the Account in proper reliance upon an
exclusion from registration under the 1940 Act. The Company shall register and
qualify the Contracts or interests therein as securities in accordance with the
laws of the various states only if and to the extent deemed advisable by the
Company.

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

          2.3. The Fund may make payments to finance distribution expenses
pursuant to Rule 12b-1 under the 1940 Act. Prior to financing distribution
expenses pursuant to Rule 12b-1, the Fund will have the Board formulate and
approve a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution
expenses.

          2.4. The Fund makes no representations as to whether any aspect of its
operations, including, but not limited to, investment policies, fees and
expenses, complies with the insurance and other applicable laws of the various
states.

          2.5. The Fund represents that it is lawfully organized and validly
existing under the laws of the State of Delaware and that it does and will
comply in all material respects with the 1940 Act.

          2.6. The Adviser represents and warrants that it is registered as an
investment adviser with the SEC.

          2.7. The Fund and the Adviser represent and warrant that all of their
trustees/directors, officers, employees, and other individuals or entities
dealing with the money and/or securities of the Fund are and shall continue to
be at all times covered by a blanket fidelity bond or similar coverage for the
benefit of the Fund in an amount not less than the minimum coverage as required
currently by Rule 17g-1 of the 1940 Act or related provisions as may be
promulgated from time to time. The aforesaid bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable bonding company.

          2.8. The Company represents and warrants that all of its directors,
officers, employees, and other individuals/entities employed or controlled by
the Company dealing with the money and/or securities of the Account are covered
by a blanket fidelity bond or similar coverage for the benefit of the Account,
in an amount not less than $5 million. The aforesaid bond includes coverage for
larceny and embezzlement and is issued by a reputable bonding company. The
Company agrees to hold for the benefit of the Fund and to pay to the Fund any
amounts lost from larceny, embezzlement or other events covered by the aforesaid
bond to the extent such amounts properly belong to the Fund pursuant to the
terms of this Agreement. The Company agrees to make all reasonable efforts to
see that this bond or

                                      -5-
<PAGE>

another bond containing these provisions is always in effect, and agrees to
notify the Fund and the Adviser in the event that such coverage no longer
applies.

ARTICLE III. Prospectuses and Proxy Statements; Voting
             -----------------------------------------

          3.1. The Fund or its agent shall provide the Company with as many
copies of the Fund's current prospectus (describing only the Designated
Portfolios listed on Schedule A) or, to the extent permitted, the Fund's
profiles as the Company may reasonably request. The Company shall bear the
expense of printing copies of the current prospectus and profiles for the
Contracts that will be distributed to existing Contract owners, and the Company
shall bear the expense of printing copies of the Fund's prospectus and profiles
that are used in connection with offering the Contracts issued by the Company.
If requested by the Company in lieu thereof, the Fund shall provide such
documentation (including a final copy of the new prospectus on diskette at the
Fund's expense) and other assistance as is reasonably necessary in order for the
Company once each year (or more frequently if the prospectus for the Fund is
amended) to have the prospectus for the Contracts and the Fund's prospectus or
profile printed together in one document (such printing to be at the Company's
expense).

          3.2. The Fund's prospectus shall state that the current Statement of
Additional Information ("SAI") for the Fund is available, and the Fund, at its
expense, shall provide a reasonable number of copies of such SAI free of charge
to the Company for itself and for any owner of a Contract who requests such SAI.

          3.3. The Fund shall provide the Company with information regarding the
Fund's expenses, which information may include a table of fees and related
narrative disclosure for use in any prospectus or other descriptive document
relating to a Contract. The Company agrees that it will use such information in
the form provided. The Company shall provide prior written notice of any
proposed modification of such information, which notice will describe in detail
the manner in which the Company proposes to modify the information, and agrees
that it may not modify such information in any way without the prior consent of
the Fund.

          3.4. The Fund, at its expense, shall provide the Company with copies
of its proxy material, reports to shareholders, and other communications to
shareholders in such quantity as the Company shall reasonably require for
distributing to Contract owners.

          3.5. The Company shall:

               (i) solicit voting instructions from Contract owners;

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

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

so long as and to the extent that the SEC continues to interpret the 1940 Act to
require pass-through voting privileges for variable contract owners or to the
extent otherwise required by law. The Company will vote Fund shares held in any
segregated asset account in the same proportion as Fund shares of such
Designated Portfolio for which voting instructions have been received from
Contract owners, to the extent permitted by law.

                                      -6-
<PAGE>

          3.6. Participating Insurance Companies shall be responsible for
assuring that each of their separate accounts participating in a Designated
Portfolio calculates voting privileges as required by the Mixed and Shared
Funding Exemptive Order (See Section 7.1) and consistent with any reasonable
standards that the Fund may adopt and provide in writing.

ARTICLE IV. Sales Material and Information
            ------------------------------

          4.1. The Company shall furnish, or shall cause to be furnished, to the
Fund or its designee, each piece of sales literature or other promotional
material that the Company develops and in which the Fund (or a Designated
Portfolio thereof) or the Adviser is named. No such material shall be used until
approved by the Fund or its designee, and the Fund will use its best efforts for
it or its designee to review such sales literature or promotional material
within ten Business Days after receipt of such material. The Fund or its
designee reserves the right to reasonably object to the continued use of any
such sales literature or other promotional material in which the Fund (or a
Designated Portfolio thereof) or the Adviser is named, and no such material
shall be used if the Fund or its designee so object.

          4.2. The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund or
the Adviser in connection with the sale of the Contracts other than the
information or representations contained in the registration statement or
prospectus or SAI for the Fund shares, as such registration statement and
prospectus or SAI may be amended or supplemented from time to time, or in
reports or proxy statements for the Fund, or in sales literature or other
promotional material approved by the Fund or its designee, except with the
permission of the Fund or its designee.

          4.3. The Fund and the Adviser, or their designee, shall furnish, or
cause to be furnished, to the Company, each piece of sales literature or other
promotional material that it develops and in which the Company, and/or its
Account, is named. No such material shall be used until approved by the Company,
and the Company will use its best efforts to review such sales literature or
promotional material within ten Business Days after receipt of such material.
The Company reserves the right to reasonably object to the continued use of any
such sales literature or other promotional material in which the Company and/or
its Account is named, and no such material shall be used if the Company so
objects.

          4.4. The Fund shall not give any information or make any
representations on behalf of the Company or concerning the Company, the Account,
or the Contracts other than the information or representations contained in a
registration statement, prospectus (which shall include an offering memorandum,
if any, if the Contracts issued by the Company or interests therein are not
registered under the 1933 Act), or SAI for the Contracts, as such registration
statement, prospectus, or SAI may be amended or supplemented from time to time,
or in published reports for the Account which are in the public domain or
approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.

          4.5. The Fund will provide to the Company at least one complete copy
of all registration statements, prospectuses, SAIs, reports, proxy statements,
sales literature and other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments to any of the above, that
relate to the Designated Portfolios or their shares, promptly after the filing
of such document(s) with the SEC or other regulatory authorities.

          4.6. The Company will provide to the Fund at least one complete copy
of all registration statements, prospectuses (which shall include an offering
memorandum, if any, if the

                                      -7-
<PAGE>

Contracts issued by the Company or interests therein are not registered under
the 1933 Act), SAIs, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments to any of the above, that
relate to the Contracts or the Account, promptly after the filing of such
document(s) with the SEC or other regulatory authorities. The Company shall
provide to the Fund and the Adviser any complaints received from the Contract
owners pertaining to the Fund or a Designated Portfolio.

          4.7. The Fund will provide the Company with as much notice as is
reasonably practicable of any proxy solicitation for any Designated Portfolio,
and of any material change in the Fund's registration statement, particularly
any change resulting in a change to the registration statement or prospectus for
any Account. The Fund will work with the Company so as to enable the Company to
solicit proxies from Contract owners, or to make changes to its prospectus or
registration statement, in an orderly manner. The Fund will make reasonable
efforts to attempt to have changes affecting Contract prospectuses become
effective simultaneously with the annual updates for such prospectuses.

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

ARTICLE V. Fees and Expenses
           -----------------

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

          5.2. All expenses incident to performance by the Fund under this
Agreement shall be paid by the Fund. The Fund shall see to it that all its
shares are registered and authorized for issuance in accordance with applicable
federal law and, if and to the extent deemed advisable by the Fund, in
accordance with applicable state laws prior to their sale. The Fund shall bear
the expenses for the cost of registration and qualification of the Fund's
shares, preparation and filing of the Fund's prospectus and registration
statement, proxy materials and reports, setting the prospectus in type, setting
in type and printing the proxy materials and reports to shareholders (including
the costs of printing a prospectus that constitutes an annual report), the
preparation of all statements and notices required by any federal or state law,
and all taxes on the issuance or transfer of the Fund's shares.

          5.3. The Company shall bear the expenses of distributing the Fund's
prospectus to owners of Contracts issued by the Company and of distributing the
Fund's proxy materials and reports to such Contract owners.

                                      -8-
<PAGE>

ARTICLE VI. Diversification and Qualification
            ---------------------------------

          6.1. Subject to Company's representations and warranties in Section
2.1 and 6.3, the Fund represents and warrants will invest its assets in such a
manner as to ensure that the Contracts will be treated as annuity or life
insurance contracts, whichever is appropriate, under the Code and the
regulations issued thereunder (or any successor provisions). Without limiting
the scope of the foregoing, each Designated Portfolio has complied and will
continue to comply with Section 817(h) of the Code and Treasury Regulation
ss.1.817-5, and any Treasury interpretations thereof, relating to the
diversification requirements for variable annuity, endowment, or life insurance
contracts, and any amendments or other modifications or successor provisions to
such Section or Regulations. In the event of a breach of this Article VI by the
Fund, it will take all reasonable steps (a) to notify the Company of such breach
and (b) to adequately diversify the Fund so as to achieve compliance within the
grace period afforded by Treasury Regulation ss.1.817-5.

          6.2. The Fund represents and warrants that it is or will be qualified
as a Regulated Investment Company under Subchapter M of the Code, and that it
will make every effort to maintain such qualification (under Subchapter M or any
successor or similar provisions) and that it will notify the Company immediately
upon having a reasonable basis for believing that it has ceased to so qualify or
that it might not so qualify in the future.

          6.3. The Company represents and warrants that the Contracts are
currently, and at the time of issuance shall be, treated as life insurance or
annuity contracts, under applicable provisions of the Code, and that it will
make every effort to maintain such treatment, and that it will notify the Fund
and the Adviser immediately upon having a reasonable basis for believing the
Contracts have ceased to be so treated or that they might not be so treated in
the future. The Company agrees that any prospectus offering a contract that is a
"modified endowment contract" as that term is defined in Section 7702A of the
Code (or any successor or similar provision), shall identify such contract as a
modified endowment contract.

ARTICLE VII. Potential Conflicts
             -------------------

          7.1. The Fund represents and warrants that it may rely on an order
that was granted by the SEC in Variable Insurance Funds, et al. (File No.:
812-10694), Investment Company Act Rel. No. 23594 (Dec. 10, 1998) granting
Participating Insurance Companies and variable annuity separate accounts and
variable life insurance separate accounts relief from the provisions of Sections
9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and
6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the
Designated Portfolios to be sold to and held by variable annuity separate
accounts and variable life insurance separate accounts of both affiliated and
unaffiliated Participating Insurance Companies, qualified pension and retirement
plans outside of the separate account context, and other permitted investors
(the "Mixed and Share Funding Order"). The parties to this Agreement agree that
the conditions or undertakings required by the Mixed and Shared Funding Order
that may be imposed on the Company, the Fund and/or the Adviser by virtue of
such order by the SEC: (i) shall apply only upon the sale of shares of the
Designated Portfolios to variable life insurance separate accounts (and then
only to the extent required under the 1940 Act); (ii) will be incorporated
herein by reference; and (iii) such parties agree to comply with such conditions
and undertakings to the extent applicable to each such party notwithstanding any
provision of this Agreement to the contrary.

          7.2. The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the Contract owners of all
separate accounts investing in the Fund. A material irreconcilable conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any

                                      -9-
<PAGE>

similar action by insurance, tax, or securities regulatory authorities; (c) an
administrative or judicial decision in any relevant proceeding; (d) the manner
in which the investments of any Portfolio are being managed; (e) a difference in
voting instructions given by variable annuity contract and variable life
insurance contract owners; or (f) a decision by an insurer to disregard the
voting instructions of contract owners. The Board shall promptly inform the
Company if it determines that a material irreconcilable conflict exists and the
implications thereof.

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

          7.4. If it is determined by a majority of the Board, or a majority of
its disinterested members, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested Board members), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1)
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2) establishing a new
registered management investment company or managed separate account.

          7.5. If a material irreconcilable conflict arises because of a
decision by the Company to disregard Contract owner voting instructions and that
decision represents a minority position or would preclude a majority vote, the
Company may be required, at the Fund's election, to withdraw the Account's
investment in the Fund and terminate this Agreement with respect to each
Account; provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable conflict
as determined by a majority of the disinterested members of the Board. Any such
withdrawal and termination must take place within six (6) months after the Fund
gives written notice that this provision is being implemented, and until the end
of that six month period the Fund shall continue to accept and implement orders
by the Company for the purchase (and redemption) of shares of the Fund.

          7.6. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Fund and terminate this Agreement with
respect to such Account within six months after the Board informs the Company in
writing that it has determined that such decision has created a material
irreconcilable conflict; provided, however, that such withdrawal and termination
shall be limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested members of the Board.
Until the end of the foregoing six month period, the Fund shall continue to
accept and implement orders by the Company for the purchase (and redemption) of
shares of the Fund.

          7.7. For purposes of Section 7.4 through 7.7 of this Agreement, a
majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to establish a new funding

                                      -10-
<PAGE>

medium for the Contracts. The Company shall not be required by Section 7.4 to
establish a new funding medium for the Contract if an offer to do so has been
declined by vote of a majority of Contract owners materially adversely affected
by the material irreconcilable conflict. In the event that the Board determines
that any proposed action does not adequately remedy any material irreconcilable
conflict, then the Company will withdraw the Account's investment in the Fund
and terminate this Agreement within six (6) months after the Board informs the
Company in writing of the foregoing determination; provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.

          7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,
or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the
1940 Act or the rules promulgated thereunder with respect to mixed or shared
funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms
and conditions materially different from those contained in the Mixed and Shared
Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance
Companies, as appropriate, shall take such steps as may be necessary to comply
with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the
extent such rules are applicable; and (b) Sections 3.5, 3.6, 7.2, 7.3, 7.4, 7.5,
and 7.6 of this Agreement shall continue in effect only to the extent that terms
and conditions substantially identical to such Sections are contained in such
Rule(s) as so amended or adopted.

ARTICLE VIII. Indemnification
              ---------------

          8.1. Indemnification By the Company
               ------------------------------

               8.1(a). The Company agrees to indemnify and hold harmless the
Fund and the Adviser and each of its trustees/directors and officers, and each
person, if any, who controls the Fund or Adviser within the meaning of Section
15 of the 1933 Act or who is under common control with the Adviser
(collectively, the "Indemnified Parties" for purposes of this Section 8.1)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Company) or litigation (including
legal and other expenses), to which the Indemnified Parties may become subject
under any statute or regulation, at common law or otherwise, insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect thereof)
or settlements:

               (i) arise out of or are based upon any untrue statement or
               alleged untrue statements of any material fact contained in the
               registration statement, prospectus (which shall include a written
               description of a Contract that is not registered under the 1933
               Act), or SAI for the Contracts or contained in the Contracts or
               sales literature for the Contracts (or any amendment or
               supplement to any of the foregoing), or arise out of or are based
               upon the omission or the alleged omission to state therein a
               material fact required to be stated therein or necessary to make
               the statements therein not misleading, provided that this
               agreement to indemnify shall not apply as to any Indemnified
               Party if such statement or omission or such alleged statement or
               omission was made in reliance upon and in conformity with
               information furnished to the Company by or on behalf of the Fund
               for use in the registration statement, prospectus or SAI for the
               Contracts or in the Contracts or sales literature (or any
               amendment or supplement) or otherwise for use in connection with
               the sale of the Contracts or Fund shares; or

                                      -11-
<PAGE>

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

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

               (iv) arise as a result of any material failure by the Company to
               provide the services and furnish the materials under the terms of
               this Agreement (including a failure, whether unintentional or in
               good faith or otherwise, to comply with the qualification
               requirements specified in Article VI of this Agreement); or

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

as limited by and in accordance with the provisions of Sections 8.1(b) and
8.1(c) hereof.

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

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

                                      -12-
<PAGE>

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

          8.2. Indemnification by the Adviser
               ------------------------------

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

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

               (ii) arise out of or as a result of statements or representations
               (other than statements or representations contained in the
               registration statement, prospectus, SAI or sales literature for
               the Contracts not supplied by the Fund or the Adviser) or
               wrongful conduct of the Fund or Adviser with respect to the sale
               or distribution of the Contracts or Fund shares; or

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

               (iv) arise as a result of any failure by the Fund or the Adviser
               to provide the services and furnish the materials under the terms
               of this Agreement (including a failure of the Fund, whether
               unintentional or in good faith or otherwise, to comply with the
               diversification and other qualification requirements specified in
               Article VI of this Agreement); or

                                      -13-
<PAGE>

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

as limited by and in accordance with the provisions of Sections 8.2(b) and
8.2(c) hereof.

               8.2(b). The Adviser shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation to which an Indemnified Party would otherwise be
subject by reason of such Indemnified Party's willful misfeasance, bad faith, or
gross negligence in the performance or such Indemnified Party's duties or by
reason of such Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to the Company or the Account, whichever is applicable.

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

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

          8.3. Indemnification By the Fund
               ---------------------------

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

               (i) arise as a result of any failure by the Fund to provide the
               services and furnish the materials under the terms of this
               Agreement (including a failure, whether unintentional or in good
               faith or otherwise, to comply with the diversification and other
               qualification requirements specified in Article VI of this
               Agreement); or

                                      -14-
<PAGE>

               (ii) arise out of or result from any material breach of any
               representation and/or warranty made by the Fund in this Agreement
               or arise out of or result from any other material breach of this
               Agreement by the Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.

               8.3(b). The Fund shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
the Company, the Fund, the Adviser or the Account, whichever is applicable.

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

               8.3(d). The Company and the Adviser agree promptly to notify the
Fund of the commencement of any litigation or proceeding against it or any of
its respective officers or directors in connection with the Agreement, the
issuance or sale of the Contracts, the operation of the Account, or the sale or
acquisition of shares of the Fund.

ARTICLE IX. Applicable Law
            --------------

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

          9.2. This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the SEC
may grant (including, but not limited to, any Mixed and Shared Funding Exemptive
Order) and the terms hereof shall be interpreted and construed in accordance
therewith. If, in the future, the Mixed and Shared Funding Exemptive Order
should no longer be necessary under applicable law, then Article VII shall no
longer apply.

ARTICLE X. Termination
           -----------

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

                                      -15-
<PAGE>

          (a)  termination by any party, for any reason with respect to some or
               all Designated Portfolios, by three (3) months advance written
               notice delivered to the other parties; or

          (b)  termination by the Company by written notice to the Fund and the
               Adviser based upon the Company's determination that shares of the
               Fund are not reasonably available to meet the requirements of the
               Contracts; or

          (c)  termination by the Company by written notice to the Fund and the
               Adviser in the event any of the Designated Portfolio's shares are
               not registered, issued or sold in accordance with applicable
               state and/or federal law or such law precludes the use of such
               shares as the underlying investment media of the Contracts issued
               or to be issued by the Company; or

          (d)  termination by the Fund or Adviser in the event that formal
               administrative proceedings are instituted against the Company by
               the NASD, the SEC, the Insurance Commissioner or like official of
               any state or any other regulatory body regarding the Company's
               duties under this Agreement or related to the sale of the
               Contracts, the operation of any Account, or the purchase of the
               Designated Portfolios' shares; provided, however, that the Fund
               or Adviser determines in its sole judgment exercised in good
               faith, that any such administrative proceedings will have a
               material adverse effect upon the ability of the Company to
               perform its obligations under this Agreement; or

          (e)  termination by the Company in the event that formal
               administrative proceedings are instituted against the Fund or
               Adviser by the SEC or any state securities or insurance
               department or any other regulatory body; provided, however, that
               the Company determines in its sole judgment exercised in good
               faith, that any such administrative proceedings will have a
               material adverse effect upon the ability of the Fund or Adviser
               to perform its obligations under this Agreement; or

          (f)  termination by the Company by written notice to the Fund and the
               Adviser with respect to any Designated Portfolio in the event
               that such Portfolio ceases to qualify as a Regulated Investment
               Company under Subchapter M or fails to comply with the Section
               817(h) diversification requirements specified in Article VI
               hereof, or if the Company reasonably believes that such Portfolio
               may fail to so qualify or comply; or

          (g)  termination by the Fund or Adviser by written notice to the
               Company in the event that the Contracts fail to meet the
               qualifications specified in Article VI hereof; or

          (h)  termination by either the Fund or the Adviser by written notice
               to the Company, if either one or both of the Fund or the Adviser
               respectively, shall determine, in their sole judgment exercised
               in good faith, that the Company has suffered a material adverse
               change in its business, operations, financial condition, or
               prospects since the date of this Agreement or is the subject of
               material adverse publicity; or

                                      -16-
<PAGE>

          (i)  termination by the Company by written notice to the Fund and the
               Adviser, if the Company shall determine, in its sole judgment
               exercised in good faith, that the Fund or the Adviser has
               suffered a material adverse change in its business, operations,
               financial condition or prospects since the date of this Agreement
               or is the subject of material adverse publicity; or

          (j)  termination by the Fund or the Adviser by written notice to the
               Company, if the Company gives the Fund and the Adviser the
               written notice specified in Section 1.7(a)(ii) hereof and at the
               time such notice was given there was no notice of termination
               outstanding under any other provision of this Agreement;
               provided, however, any termination under this Section 10.1(j)
               shall be effective forty-five days after the notice specified in
               Section 1.7(a)(ii) was given; or

          (k)  termination by the Company upon any substitution of the shares of
               another investment company or series thereof for shares of a
               Designated Portfolio of the Fund in accordance with the terms of
               the Contracts, provided that the Company has given at least 45
               days prior written notice to the Fund and Adviser of the date of
               substitution; or

          (l)  termination by any party in the event that the Board determines
               that a material irreconcilable conflict exists as provided in
               Article VII.

          10.2. Notwithstanding any termination of this Agreement, the Fund and
the Adviser shall, at the option of the Company, continue to make available
additional shares of the Fund pursuant to the terms and conditions of this
Agreement, for all Contracts in effect on the effective date of termination of
this Agreement (hereinafter referred to as "Existing Contracts"), unless the
Adviser requests that the Company seek an order pursuant to Section 26(b) of the
1940 Act to permit the substitution of other securities for the shares of the
Designated Portfolios. The Adviser agrees to split the cost of seeking such an
order, and the Company agrees that it shall reasonably cooperate with the
Adviser and seek such an order upon request. Specifically, the owners of the
Existing Contracts may be permitted to reallocate investments in the Fund,
redeem investments in the Fund and/or invest in the Fund upon the making of
additional purchase payments under the Existing Contracts (subject to any such
election by the Adviser). The parties agree that this Section 10.2 shall not
apply to any terminations under Article VII and the effect of such Article VII
terminations shall be governed by Article VII of this Agreement. The parties
further agree that this Section 10.2 shall not apply to any terminations under
Section 10.1(g) of this Agreement.

          10.3. The Company shall not redeem Fund shares attributable to the
Contracts (as opposed to Fund shares attributable to the Company's assets held
in the Account) except (i) as necessary to implement Contract owner initiated or
approved transactions, (ii) as required by state and/or federal laws or
regulations or judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption"), (iii) upon 45 days
prior written notice to the Fund and Adviser, as permitted by an order of the
SEC pursuant to Section 26(b) of the 1940 Act, but only if a substitution of
other securities for the shares of the Designated Portfolios is consistent with
the terms of the Contracts, or (iv) as permitted under the terms of the
Contract. Upon request, the Company will promptly furnish to the Fund and the
Adviser reasonable assurance that any redemption pursuant to clause (ii) above
is a Legally Required Redemption. Furthermore, except in cases where permitted
under the terms of the Contacts, the Company shall not prevent Contract owners
from allocating payments to a Portfolio that was otherwise available under the
Contracts without first giving the Fund or the Adviser 45 days notice of its
intention to do so.

                                      -17-
<PAGE>

          10.4. Notwithstanding any termination of this Agreement, each party's
obligation under Article VIII to indemnify the other parties shall survive.

ARTICLE XI. Notices
            -------

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

     If to the Fund:          ProFunds
                              c/o ProFund Advisors LLC
                              7900 Wisconsin Avenue
                              Suite 300
                              Bethesda, MD 20814

     If to Adviser:           ProFund Advisors LLC
                              7900 Wisconsin Avenue
                              Suite 300
                              Bethesda, MD 20814


     If to the Company:


ARTICLE XII. Miscellaneous
             -------------

          12.1. All persons dealing with the Fund must look solely to the
property of the respective Designated Portfolios listed on Schedule A hereto as
though each such Designated Portfolio had separately contracted with the Company
and the Adviser for the enforcement of any claims against the Fund. The parties
agree that neither the Board, officers, agents or shareholders of the Fund
assume any personal liability or responsibility for obligations entered into by
or on behalf of the Fund.

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

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

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

                                      -18-
<PAGE>

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

          12.6. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD, and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the [insert state] Insurance Commissioner with any information
or reports in connection with services provided under this Agreement which such
Commissioner may request in order to ascertain whether the variable insurance
operations of the Company are being conducted in a manner consistent with the
[insert state] insurance laws and regulations and any other applicable law or
regulations.

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

          12.8. This Agreement or any of the rights and obligations hereunder
may not be assigned by any party without the prior written consent of all
parties hereto.

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

          (a)  the Company's annual statement (prepared under statutory
               accounting principles) and annual report (prepared under
               generally accepted accounting principles) filed with any state or
               federal regulatory body or otherwise made available to the
               public, as soon as practicable and in any event within 90 days
               after the end of each fiscal year; and

          (b)  any registration statement (without exhibits) and financial
               reports of the Company filed with the Securities and Exchange
               Commission or any state insurance regulatory, as soon as
               practicable after the filing thereof.

                                      -19-
<PAGE>

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

[Company]:

                                        By its authorized officer

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

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

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

ProFunds

                                        By its authorized officer

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

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

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

ProFund Advisors LLC

                                        By its authorized officer

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

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

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

                                      -20-
<PAGE>

                                                                          [Date]

                                   SCHEDULE A
                                   ----------

ACCOUNT(S)               CONTRACT(S)           DESIGNATED PORTFOLIO(S)


                                       A-1