<PAGE>

                         FORM OF PARTICIPATION AGREEMENT


     THIS AGREEMENT, made and entered into this 5th day of July, 2000 by and
between GOLDMAN SACHS VARIABLE INSURANCE TRUST, an unincorporated business trust
formed under the laws of Delaware (the "Trust"), GOLDMAN, SACHS & CO., a New
York limited partnership (the "Distributor"), and ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY, a Massachusetts life insurance company (the "Company"), on
its own behalf and on behalf of each separate account of the Company identified
herein.

     WHEREAS, the Trust is a series-type mutual fund offering shares of
beneficial interest (the "Trust shares") consisting of one or more separate
series ("Series") of shares, each such Series representing an interest in a
particular investment portfolio of securities and other assets (a "Fund"), and
which Series may be subdivided into various classes ("Classes") with each such
Class supporting a distinct charge and expense arrangement; and

     WHEREAS, the Trust was established for the purpose of serving as an
investment vehicle for insurance company separate accounts supporting variable
annuity contracts and variable life insurance policies to be offered by
insurance companies and may also be utilized by qualified retirement plans; and

     WHEREAS, the Distributor has the exclusive right to distribute Trust shares
to qualifying investors; and

     WHEREAS, the Company desires that the Trust serve as an investment vehicle
for a certain separate account(s) of the Company and the Distributor desires to
sell shares of certain Series and/or Class(es) to such separate account(s);

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

                                    ARTICLE I
                             ADDITIONAL DEFINITIONS

     1.1. "Account" -- the separate account of the Company described more
specifically in Schedule 1 to this Agreement. If more than one separate account
is described on Schedule 1, the term shall refer to each separate account so
described.

     1.2. "Business Day" -- each day that the Trust is open for business as
provided in the Trust's Prospectus.

     1.3. "Code" -- the Internal Revenue Code of 1986, as amended, and any
successor thereto.

     1.4. "Contracts" -- the class or classes of variable annuity contracts
and/or variable life insurance policies issued by the Company.

     1.5. "Contract Owners" -- the owners of the Contracts, as distinguished
from all Product Owners.
<PAGE>

     1.6. "Participating Account" -- a separate account investing all or a
portion of its assets in the Trust, including the Account.

     1.7. "Participating Insurance Company" -- any insurance company investing
in the Trust on its behalf or on behalf of a Participating Account, including
the Company.

     1.8. "Participating Plan" -- any qualified retirement plan investing in the
Trust.

     1.9. "Participating Investor" -- any Participating Account, Participating
Insurance Company or Participating Plan, including the Account and the Company.

     1.10. "Products" -- variable annuity contracts and variable life insurance
policies supported by Participating Accounts, including the Contracts.

     1.11. "Product Owners" -- owners of Products, including Contract Owners.

     1.12. "Trust Board" -- the board of trustees of the Trust.

     1.13. "Registration Statement" -- with respect to the Trust shares or a
class of Contracts, the registration statement filed with the SEC to register
such securities under the 1933 Act, or the most recently filed amendment
thereto, in either case in the form in which it was declared or became
effective. The Trust's Registration Statement is filed on Form N-1A (File No.
333-35883).

     1.14. "1940 Act Registration Statement" -- with respect to the Trust or the
Account, the registration statement filed with the SEC to register such person
as an investment company under the 1940 Act, or the most recently filed
amendment thereto. The Account's 1940 Act Registration Statement is described
more specifically on Schedule 1 to this Agreement. The Trust's 1940 Act
Registration Statement is filed on Form N-1A (File No. 811-08361).

     1.15. "Prospectus" -- with respect to shares of a Series (or Class) of the
Trust or a class of Contracts, each version of the definitive prospectus or
supplement thereto filed with the SEC pursuant to Rule 497 under the 1933 Act.
With respect to any provision of this Agreement requiring a party to take action
in accordance with a Prospectus, such reference thereto shall be deemed to be to
the version for the applicable Series, Class or Contracts last so filed prior to
the taking of such action. For purposes of Article IX, the term "Prospectus"
shall include any statement of additional information incorporated therein.

     1.16. "Statement of Additional Information" -- with respect to the shares
of the Trust or a class of Contracts, each version of the definitive statement
of additional information or supplement thereto filed with the SEC pursuant to
Rule 497 under the 1933 Act. With respect to any provision of this Agreement
requiring a party to take action in accordance with a Statement of Additional
Information, such reference thereto shall be deemed to be the last version so
filed prior to the taking of such action.

     1.17. "SEC" -- the Securities and Exchange Commission.

     1.18. "NASD" -- The National Association of Securities Dealers, Inc.
<PAGE>

     1.19. "1933 Act" -- the Securities Act of 1933, as amended.

     1.20. "1940 Act" -- the Investment Company Act of 1940, as amended.

                                   ARTICLE II
                              SALE OF TRUST SHARES

         2.1.     AVAILABILITY OF SHARES

                  (a) The Trust has granted to the Distributor exclusive
         authority to distribute the Trust shares and to select which Series or
         Classes of Trust shares shall be made available to Participating
         Investors. Pursuant to such authority, and subject to Article X hereof,
         the Distributor shall make available to the Company for purchase on
         behalf of the Account, shares of the Series and Classes listed on
         Schedule 3 to this Agreement, such purchases to be effected at net
         asset value in accordance with Section 2.3 of this Agreement. Such
         Series and Classes shall be made available to the Company in accordance
         with the terms and provisions of this Agreement until this Agreement is
         terminated pursuant to Article X or the Distributor suspends or
         terminates the offering of shares of such Series or Classes in the
         circumstances described in Article X.

                  (b) Notwithstanding clause (a) of this Section 2.1, Series or
         Classes of Trust shares in existence now or that may be established in
         the future will be made available to the Company only as the
         Distributor may so provide, subject to the Distributor's rights set
         forth in Article X to suspend or terminate the offering of shares of
         any Series or Class or to terminate this Agreement.

                  (c) The parties acknowledge and agree that: (i) the Trust may
         revoke the Distributor's authority pursuant to the terms and conditions
         of its distribution agreement with the Distributor; and (ii) the Trust
         reserves the right in its sole discretion to refuse to accept a request
         for the purchase of Trust shares.

         2.2. REDEMPTIONS. The Trust shall redeem, at the Company's request, any
full or fractional Trust shares held by the Company on behalf of the Account,
such redemptions to be effected at net asset value in accordance with Section
2.3 of this Agreement. Notwithstanding the foregoing, (i) the Company shall not
redeem Trust shares attributable to Contract Owners except in the circumstances
permitted in Article X of this Agreement, and (ii) the Trust may delay
redemption of Trust shares of any Series or Class to the extent permitted by the
1940 Act, any rules, regulations or orders thereunder, or the Prospectus for
such Series or Class.

         2.3.     PURCHASE AND REDEMPTION PROCEDURES

                  (a) The Trust hereby appoints the Company as an agent of the
         Trust for the limited purpose of receiving purchase and redemption
         requests on behalf of the Account (but not with respect to any Trust
         shares that may be held in the general account of the Company) for
         shares of those Series or Classes made available hereunder, based on
         allocations of amounts to the Account or subaccounts thereof under the
         Contracts, other transactions relating to the Contracts or the Account
         and customary processing of the Contracts. Receipt of any such requests
         (or effectuation of such transaction or processing) on any Business Day
         by the Company as such limited agent of the Trust prior to the Trust's
         close of business as defined from time to time in the applicable
         Prospectus for such Series or Class (which as of the date of execution
         of this Agreement is defined as the close of regular trading on the New
         York Stock Exchange (normally 4:00 p.m. New

<PAGE>

          York Time)) shall constitute receipt by the Trust on that same
          Business Day, provided that the Trust receives actual and sufficient
          notice of such request by 9:30 a.m. New York Time on the next
          following Business Day. Such notice may be communicated by telephone
          to the office or person designated for such notice by the Trust, and
          shall be confirmed by facsimile.

                  (b) The Company shall pay for shares of each Series or Class
         on the same day that it provides actual notice to the Trust of a
         purchase request for such shares. Payment for Series or Class shares
         shall be made in Federal funds transmitted to the Trust by wire to be
         received by close or the Federal Reserve wire system on the Business
         Day the Trust receives actual notice of the purchase request for Series
         or Class shares (unless the Trust determines and so advises the Company
         that sufficient proceeds are available from redemption of shares of
         other Series or Classes effected pursuant to redemption requests
         tendered by the Company on behalf of the Account). In no event may
         proceeds from the redemption of shares requested pursuant to an order
         received by the Company after the Trust's close of business on any
         Business Day be applied to the payment for shares for which a purchase
         order was received prior to the Trust's close of business on such day.
         If the issuance of shares is canceled because Federal funds are not
         timely received, the Company shall indemnify the respective Fund and
         Distributor with respect to all costs, expenses and losses relating
         thereto. Upon the Trust's receipt of Federal funds so wired, such funds
         shall cease to be the responsibility of the Company and shall become
         the responsibility of the Trust. If Federal funds are not received on
         time, such funds will be invested, and Series or Class shares purchased
         thereby will be issued, as soon as practicable after actual receipt of
         such funds but in any event not on the same day that the purchase order
         was received. CAN YOU PLEASE CLARIFY WHETHER PROCE FROM DAY 1 OR DAY 2
         WILL APPLY.

                  (c) Payment for Series or Class shares redeemed by the Account
         or the Company shall be made in Federal funds transmitted by wire to
         the Company or any other person properly designated in writing by the
         Company, such funds normally to be transmitted by 6:00 p.m. New York
         Time on the next Business Day after the Trust receives actual notice of
         the redemption order for Series or Class shares (unless redemption
         proceeds are to be applied to the purchase of Trust shares of other
         Series or Classes in accordance with Section 2.3(b) of this Agreement),
         except that the Trust reserves the right to redeem Series or Class
         shares in assets other than cash and to delay payment of redemption
         proceeds to the extent permitted by the 1940 Act, any rules or
         regulations or orders thereunder, or the applicable Prospectus. The
         Trust 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 Series or Class
         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
         Trust's actual receipt of such request, provided that, in the case of a
         purchase request, payment for Trust shares so requested is received by
         the Trust in Federal funds prior to close of business for determination
         of such value, as defined from time to time in the Prospectus for such
         Series or Class.

                  (e) Prior to the first purchase of any Trust shares hereunder,
         the Company and the Trust shall provide each other with all information
         necessary to effect wire transmissions of Federal funds to the other
         party and all other designated persons pursuant to such protocols and
         security procedures as the parties may agree upon. Should such
         information change thereafter, the Trust and the Company, as
         applicable, shall notify
<PAGE>

          the other in writing of such changes, observing the same protocols and
          security procedures, at least three Business Days in advance of when
          such change is to take effect. The Company and the Trust shall observe
          customary procedures to protect the confidentiality and security of
          such information.

                  (f) The procedures set forth herein are subject to any
         additional terms set forth in the applicable Prospectus for the Series
         or Class or by the requirements of applicable law.

         2.4. NET ASSET VALUE. The Trust shall use its best efforts to inform
the Company of the net asset value per share for each Series or Class available
to the Company as soon as reasonably practicable after the net asset value per
share for such Series or Class is calculated. The Trust shall calculate such net
asset value in accordance with the Prospectus for such Series or Class.

         2.5. DIVIDENDS AND DISTRIBUTIONS. The Trust shall furnish notice to the
Company as soon as reasonably practicable of any income dividends or capital
gain distributions payable on any Series or Class 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 Series or Class shares in the form of
additional shares of that Series or Class. 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; to be effective, such
revocation must be made in writing and received by the Trust at least ten
Business Days prior to a dividend or distribution date. The Trust shall notify
the Company promptly of the number of Series or Class shares so issued as
payment of such dividends and distributions.

         2.6. BOOK ENTRY. Issuance and transfer of Trust shares shall be by book
entry only. Stock certificates will not be issued to the Company or the Account.
Purchase and redemption orders for Trust shares shall be recorded in an
appropriate ledger for the Account or the appropriate subaccount of the Account.

         2.7. PRICING ERRORS. Any material errors in the calculation of net
asset value, dividends or capital gain information shall be reported immediately
upon discovery to the Company. An error shall be deemed "material" based on our
interpretation of the SEC's position and policy with regard to materiality, as
it may be modified from time to time. Neither the Trust, any Fund, the
Distributor, 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 or on behalf of the Company or any other
Participating Company to the Trust or the Distributor.

         2.8. LIMITS ON PURCHASERS. The Distributor and the Trust shall sell
Trust shares only to insurance companies and their separate accounts and to
persons or plans ("Qualified Persons") that qualify to purchase shares of the
Trust under Section 817(h) of the Code and the regulations thereunder without
impairing the ability of the Account to consider the portfolio investments of
the Trust as constituting investments of the Account for the purpose of
satisfying the diversification requirements of Section 817(h). The Distributor
and the Trust shall not sell Trust shares to any insurance company or separate
account unless an agreement complying with Article VIII of this Agreement is in
effect to govern such sales. The Company hereby represents and warrants that it
and the Account are Qualified Persons.
<PAGE>

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         3.1. COMPANY. The Company represents and warrants that: (i) the Company
is an insurance company duly organized and in good standing under Massachusetts
insurance law; (ii) the Account is a validly existing separate account, duly
established and maintained in accordance with applicable law; (iii) the
Account's 1940 Act Registration Statement has been filed, or prior to issuance
will be filed, with the SEC in accordance with the provisions of the 1940 Act
and the Account is duly registered as a unit investment trust thereunder; (iv)
the Contracts' Registration Statement has been declared effective, or prior to
issuance will be declared effective by the SEC; (v) the Contracts will be issued
in compliance in all material respects with all applicable Federal and state
laws; (vi) the Contracts have been filed, qualified and/or approved for sale, as
applicable, under the insurance laws and regulations of the states in which the
Contracts will be offered; (vii) the Account will maintain its registration
under the 1940 Act and will comply in all material respects with the 1940 Act;
(viii) the Contracts currently are, and at the time of issuance and for so long
as they are outstanding will be, treated as annuity contracts or life insurance
policies, whichever is appropriate, under applicable provisions of the Code; and
(ix) the Company's entering into and performing its obligations under this
Agreement does not and will not violate its charter documents or by-laws, rules
or regulations, or any agreement to which it is a party. The Company will notify
the Trust promptly if for any reason it is unable to perform its obligations
under this Agreement.

         3.2. TRUST. The Trust represents and warrants that: (i) the Trust is an
unincorporated business trust duly formed and validly existing under the
Delaware law; (ii) the Trust's 1940 Act Registration Statement has been filed
with the SEC in accordance with the provisions of the 1940 Act and the Trust is
duly registered as an open-end management investment company thereunder; (iii)
the Trust's Registration Statement has been declared effective by the SEC; (iv)
the Trust shares will be issued in compliance in all material respects with all
applicable federal laws; (v) the Trust will remain registered under and will
comply in all material respects with the 1940 Act during the term of this
Agreement; (vi) each Fund of the Trust intends to qualify as a "regulated
investment company" under Subchapter M of the Code and to comply with the
diversification standards prescribed in Section 817(h) of the Code and the
regulations thereunder; (vii) the investment policies of each Fund are in
material compliance with any investment restrictions set forth on Schedule 4 to
this Agreement; and (vii) the Trust's entering into and performing its
obligations under this Agreement does not and will not violate its charter
documents or by-laws, rules or regulations, or any agreement to which it is a
party. The Trust, however, makes no representation as to whether any aspect of
its operations (including, but not limited to, fees and expenses and investment
policies) otherwise complies with the insurance laws or regulations of any
state.

         3.3. DISTRIBUTOR. The Distributor represents and warrants that: (i) the
Distributor is a limited partnership duly organized and in good standing under
New York law; (ii) the Distributor is registered as a broker-dealer under
federal and applicable state securities laws and is a member of the NASD; and
(iii) the Distributor is registered as an investment adviser under federal
securities laws.

         3.4. LEGAL AUTHORITY. Each party represents and warrants that the
execution and delivery of this Agreement and the consummation of the
transactions contemplated herein have been duly authorized by all necessary
corporate, partnership or trust action, as applicable, by such party, and, when
so executed and delivered, this Agreement will be the valid and binding
obligation of such party enforceable in accordance with its terms.
<PAGE>

         3.5. BONDING REQUIREMENT. Each party represents and warrants that all
of its directors, officers, partners and employees dealing with the money and/or
securities of the Trust are and shall continue to be at all times covered by a
blanket fidelity bond or similar coverage for the benefit of the Trust in an
amount not less than the amount required by the applicable rules of the NASD and
the federal securities laws. The aforesaid bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable bonding company. All
parties shall make all reasonable efforts to see that this bond or another bond
containing these provisions is always in effect, shall provide evidence thereof
promptly to any other party upon written request therefor, and shall notify the
other parties promptly in the event that such coverage no longer applies.

                                   ARTICLE IV
                             REGULATORY REQUIREMENTS

         4.1. TRUST FILINGS. The Trust shall amend the Trust's Registration
Statement and the Trust's 1940 Act Registration Statement from time to time as
required in order to effect the continuous offering of Trust shares in
compliance with applicable law and to maintain the Trust's registration under
the 1940 Act for so long as Trust shares are sold.

         4.2. CONTRACTS FILINGS. The Company shall amend the Contracts'
Registration Statement and the Account's 1940 Act Registration Statement from
time to time as required in order to effect the continuous offering of the
Contracts in compliance with applicable law or as may otherwise be required by
applicable law, but in any event shall maintain a current effective Contracts'
Registration Statement and the Account's registration under the 1940 Act for so
long as the Contracts are outstanding unless the Company has supplied the Trust
with an SEC no-action letter or opinion of counsel satisfactory to the Trust's
counsel to the effect that maintaining such Registration Statement on a current
basis is no longer required. The Company shall be responsible for filing all
such Contract forms, applications, marketing materials and other documents
relating to the Contracts and/or the Account with state insurance commissions,
as required or customary, and shall use its best efforts: (i) to obtain any and
all approvals thereof, under applicable state insurance law, of each state or
other jurisdiction in which Contracts are or may be offered for sale; and (ii)
to keep such approvals in effect for so long as the Contracts are outstanding.

         4.3. VOTING OF TRUST SHARES. With respect to any matter put to vote by
the holders of Trust shares ("Voting Shares"), the Company will provide
"pass-through" voting privileges to owners of Contracts registered with the SEC
as long as the 1940 Act requires such privileges in such cases. In cases in
which "pass-through" privileges apply, the Company will (i) solicit voting
instructions from Contract Owners of SEC-registered Contracts; (ii) vote Voting
Shares attributable to Contract Owners in accordance with instructions or
proxies timely received from such Contract Owners; and (iii) vote Voting Shares
held by it that are not attributable to reserves for SEC-registered Contracts or
for which it has not received timely voting instructions in the same proportion
as instructions received in a timely fashion from Owners of SEC-registered
Contracts. The Company shall be responsible for ensuring that it calculates
"pass-through" votes for the Account in a manner consistent with the provisions
set forth above and with other Participating Insurance Companies. Neither the
Company nor any of its affiliates will in any way recommend action in connection
with, or oppose or interfere with, the solicitation of proxies for the Trust
shares held for such Contract Owners, except with respect to matters as to which
the Company has the right under Rule 6e-2 or 6e-3(T) under the 1940 Act, to vote
Voting Shares without regard to voting instructions from Contract Owners.

         4.4. STATE INSURANCE RESTRICTIONS. The Company acknowledges and agrees
that it is the responsibility of the Company and other Participating Insurance
Companies to determine
<PAGE>

investment restrictions and any other restrictions, limitations or requirements
under state insurance law applicable to any Fund or the Trust or the
Distributor, and that neither the Trust nor the Distributor shall bear any
responsibility to the Company, other Participating Insurance Companies or any
Product Owners for any such determination or the correctness of such
determination. Schedule 4 sets forth the investment restrictions that the
Company and/or other Participating Insurance Companies have determined are
applicable to any Fund and with which the Trust has agreed to comply as of the
date of this Agreement. The Company shall inform the Trust of any investment
restrictions imposed by state insurance law that the Company determines may
become applicable to the Trust or a Fund from time to time as a result of the
Account's investment therein, other than those set forth on Schedule 4 to this
Agreement. Upon receipt of any such information from the Company or any other
Participating Insurance Company, the Trust shall determine whether it is in the
best interests of shareholders to comply with any such restrictions. If the
Trust determines that it is not in the best interests of shareholders (it being
understood that "shareholders" for this purpose shall mean Product Owners) to
comply with a restriction determined to be applicable by the Company, the Trust
shall so inform the Company, and the Trust and the Company shall discuss
alternative accommodations in the circumstances. If the Trust determines that it
is in the best interests of shareholders to comply with such restrictions, the
Trust and the Company shall amend Schedule 4 to this Agreement to reflect such
restrictions, subject to obtaining any required shareholder approval thereof.

         4.5. COMPLIANCE. Under no circumstances will the Trust, the Distributor
or any of their affiliates (excluding Participating Investors) be held
responsible or liable in any respect for any statements or representations made
by them or their legal advisers to the Company or any Contract Owner concerning
the applicability of any federal or state laws, regulations or other authorities
to the activities contemplated by this Agreement.

         4.6. DRAFTS OF FILINGS. The Trust and the Company shall provide to each
other copies of draft versions of any Registration Statements, Prospectuses,
Statements of Additional Information, periodic and other shareholder or Contract
Owner reports, proxy statements, solicitations for voting instructions,
applications for exemptions, requests for no-action letters, and all amendments
or supplements to any of the above, prepared by or on behalf of either of them
and that mentions the other party by name. Such drafts shall be provided to the
other party sufficiently in advance of filing such materials with regulatory
authorities in order to allow such other party a reasonable opportunity to
review the materials.

         4.7. COPIES OF FILINGS. The Trust and the Company shall provide to each
other at least one complete copy of all Registration Statements, Prospectuses,
Statements of Additional Information, periodic and other shareholder or Contract
Owner reports, proxy statements, solicitations of voting instructions,
applications for exemptions, requests for no-action letters, and all amendments
or supplements to any of the above, that relate to the Trust, the Contracts or
the Account, as the case may be, promptly after the filing by or on behalf of
each such party of such document with the SEC or other regulatory authorities
(it being understood that this provision is not intended to require the Trust to
provide to the Company copies of any such documents prepared, filed or used by
Participating Investors other than the Company and the Account).

         4.8. REGULATORY RESPONSES. Each party shall promptly provide to all
other parties copies of responses to no-action requests, notices, orders and
other rulings received by such party with respect to any filing covered by
Section 4.7 of this Agreement.
<PAGE>

         4.9.     COMPLAINTS AND PROCEEDINGS

                  (a) The Trust and/or the Distributor shall immediately notify
         the Company of: (i) the issuance by any court or regulatory body of any
         stop order, cease and desist order, or other similar order (but not
         including an order of a regulatory body exempting or approving a
         proposed transaction or arrangement) with respect to the Trust's
         Registration Statement or the Prospectus of any Series or Class; (ii)
         any request by the SEC for any amendment to the Trust's Registration
         Statement or the Prospectus of any Series or Class; (iii) the
         initiation of any proceedings for that purpose or for any other
         purposes relating to the registration or offering of the Trust shares;
         or (iv) any other action or circumstances that may prevent the lawful
         offer or sale of Trust shares or any Class or Series in any state or
         jurisdiction, including, without limitation, any circumstance in which
         (A) such shares are not registered and, in all material respects,
         issued and sold in accordance with applicable state and federal law or
         (B) such law precludes the use of such shares as an underlying
         investment medium for the Contracts. The Trust will make every
         reasonable effort to prevent the issuance of any such stop order, cease
         and desist order or similar order and, if any such order is issued, to
         obtain the lifting thereof at the earliest possible time.

                  (b) The Company shall immediately notify the Trust and the
         Distributor of: (i) the issuance by any court or regulatory body of any
         stop order, cease and desist order, or other similar order (but not
         including an order of a regulatory body exempting or approving a
         proposed transaction or arrangement) with respect to the Contracts'
         Registration Statement or the Contracts' Prospectus; (ii) any request
         by the SEC for any amendment to the Contracts' Registration Statement
         or Prospectus; (iii) the initiation of any proceedings for that purpose
         or for any other purposes relating to the registration or offering of
         the Contracts; or (iv) any other action or circumstances that may
         prevent the lawful offer or sale of the Contracts or any class of
         Contracts in any state or jurisdiction, including, without limitation,
         any circumstance in which such Contracts are not registered, qualified
         and approved, and, in all material respects, issued and sold in
         accordance with applicable state and federal laws. The Company will
         make every reasonable effort to prevent the issuance of any such stop
         order, cease and desist order or similar order and, if any such order
         is issued, to obtain the lifting thereof at the earliest possible time.

                  (c) Each party shall immediately notify the other parties when
         it receives notice, or otherwise becomes aware of, the commencement of
         any litigation or proceeding against such party or a person affiliated
         therewith in connection with the issuance or sale of Trust shares or
         the Contracts.

                  (d) The Company shall provide to the Trust and the Distributor
         any complaints it has received from Contract Owners pertaining to the
         Trust or a Fund, and the Trust and Distributor shall each provide to
         the Company any complaints it has received from Contract Owners
         relating to the Contracts.

         4.10. COOPERATION. Each party hereto shall cooperate with the other
parties and all appropriate government authorities (including without limitation
the SEC, the NASD and state securities and insurance regulators) and shall
permit such authorities reasonable access to its books and records in connection
with any investigation or inquiry by any such authority relating to this
Agreement or the transactions contemplated hereby. However, such access shall
not extend to attorney-client privileged information.
<PAGE>

                                    ARTICLE V
               SALE, ADMINISTRATION AND SERVICING OF THE CONTRACTS

         5.1. SALE OF THE CONTRACTS. The Company shall be fully responsible as
to the Trust and the Distributor for the sale and marketing of the Contracts.
The Company shall provide Contracts, the Contracts' and Trust's Prospectuses,
Contracts' and Trust's Statements of Additional Information, and all amendments
or supplements to any of the foregoing to Contract Owners and prospective
Contract Owners, all in accordance with federal and state laws. The Company
shall ensure that all persons offering the Contracts are duly licensed and
registered under applicable insurance and securities laws. The Company shall
ensure that each sale of a Contract satisfies applicable suitability
requirements under insurance and securities laws and regulations, including
without limitation the rules of the NASD. The Company shall adopt and implement
procedures reasonably designed to ensure that information concerning the Trust
and the Distributor that is intended for use only by brokers or agents selling
the Contracts (i.e., information that is not intended for distribution to
Contract Owners or offerees) is so used.

         5.2. ADMINISTRATION AND SERVICING OF THE CONTRACTS. The Company shall
be fully responsible as to the Trust and the Distributor for the underwriting,
issuance, service and administration of the Contracts and for the administration
of the Account, including, without limitation, the calculation of performance
information for the Contracts, the timely payment of Contract Owner redemption
requests and processing of Contract transactions, and the maintenance of a
service center, such functions to be performed in all respects at a level
commensurate with those standards prevailing in the variable insurance industry.
The Company shall provide to Contract Owners all Trust reports, solicitations
for voting instructions including any related Trust proxy solicitation
materials, and updated Trust Prospectuses as required under the federal
securities laws.

         5.3. CUSTOMER COMPLAINTS. The Company shall promptly address all
customer complaints and resolve such complaints consistent with high ethical
standards and principles of ethical conduct.

         5.4. TRUST PROSPECTUSES AND REPORTS. In order to enable the Company to
fulfill its obligations under this Agreement and the federal securities laws,
the Trust shall provide the Company with a copy, in camera-ready form or form
otherwise suitable for printing or duplication of: (i) the Trust's Prospectus
for the Series and Classes listed on Schedule 3 and any supplement thereto; (ii)
each Statement of Additional Information and any supplement thereto; (iii) any
Trust proxy soliciting material for such Series or Classes; and (iv) any Trust
periodic shareholder reports. The Trust and the Company may agree upon alternate
arrangements, but in all cases, the Trust reserves the right to approve the
printing of any such material. The Trust shall provide the Company at least 10
days advance written notice when any such material shall become available,
provided, however, that in the case of a supplement, the Trust shall provide the
Company notice reasonable in the circumstances, it being understood that
circumstances surrounding such supplement may not allow for advance notice. The
Company may not alter any material so provided by the Trust or the Distributor
(including without limitation presenting or delivering such material in a
different medium, e.g., electronic or Internet) without the prior written
consent of the Distributor.

         5.5. TRUST ADVERTISING MATERIAL. No piece of marketing, advertising or
sales literature or other promotional material in which the Trust or the
Distributor or the trade name and trademark Goldman Sachs (the "Mark") is named
(including, without limitation, material for prospects, existing Contract
Owners, brokers, rating or ranking agencies, or the press, whether in print,
radio, television, video, Internet, or other electronic medium) shall be used by
the Company or any person directly or indirectly authorized by the Company,
including without
<PAGE>

limitation, underwriters, distributors, and sellers of the Contracts, except
with the prior written consent of the Trust or the Distributor, as applicable,
as to the form, content and medium of such material. Any such piece shall be
furnished to the Trust for such consent prior to its use. The Trust or the
Distributor shall respond to any request for written consent on a prompt and
timely basis, but failure to respond shall not relieve the Company of the
obligation to obtain the prior written consent of the Trust or the Distributor.
After receiving the Trust's or Distributor's consent to the use of any such
material, no further changes may be made without obtaining the Trust's or
Distributor's consent to such changes. The Trust or Distributor may at any time
in its sole discretion revoke such written consent, and upon notification of
such revocation, the Company shall no longer use the material subject to such
revocation. Until further notice to the Company, the Trust has delegated its
rights and responsibilities under this provision to the Distributor.

         5.6. CONTRACTS ADVERTISING MATERIAL. No piece of marketing, advertising
or sales literature or other promotional material in which the Company is named
shall be used by the Trust or the Distributor, except with the prior written
consent of the Company. Any such piece shall be furnished to the Company for
such consent prior to its use. The Company shall respond to any request for
written consent on a prompt and timely basis, but failure to respond shall not
relieve the Trust or Distributor of the obligation to obtain the prior written
consent of the Company. The Company may at any time in its sole discretion
revoke any written consent, and upon notification of such revocation, neither
the Trust nor the Distributor shall use the material subject to such revocation.
The Company, upon prior written notice to the Trust, may delegate its rights and
responsibilities under this provision to the principal underwriter for the
Contracts.

         5.7. TRADE NAMES. No party shall use any other party's trade names,
logos, trademarks or service marks, whether registered or unregistered, without
the prior written consent of such other party, or after written consent therefor
has been revoked. The Company shall not use in advertising, publicity or
otherwise the name of the Trust, Distributor, or any of their affiliates nor any
trade name, trademark, trade device, service mark, symbol or any abbreviation,
contraction or simulation thereof of the Trust, Distributor, or their affiliates
without the prior written consent of the Trust or the Distributor in each
instance. The Company acknowledges that the Distributor owns all right, title
and interest in and to the Mark and the registrations thereof. The Company shall
use the Mark intact and shall not modify or alter the Mark. Upon termination of
this Agreement, the Company or its successor (to the extent and as soon as it
lawfully can) will cease the use of the Mark.

         5.8. REPRESENTATIONS BY COMPANY. Except with the prior written consent
of the Trust, the Company shall not give any information or make any
representations or statements about the Trust or the Funds nor shall it
authorize or allow any other person to do so except information or
representations contained in the Trust's Registration Statement or the Trust's
Prospectuses or in reports or proxy statements for the Trust, or in sales
literature or other promotional material approved in writing by the Trust or its
designee in accordance with this Article V, or in published reports or
statements of the Trust in the public domain.

         5.9. REPRESENTATIONS BY TRUST. Except with the prior written consent of
the Company, the Trust 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 the
Contracts' Registration Statement or Contracts' Prospectus or in published
reports of the Account which are in the public domain or in sales literature or
other promotional material approved in writing by the Company in accordance with
this Article V.
<PAGE>

         5.10. ADVERTISING. For purposes of this Article V, the phrase "sales
literature or other promotional material" includes, but is not limited to, any
material constituting sales literature or advertising under the NASD rules, the
1940 Act or the 1933 Act.

                                   ARTICLE VI
                              COMPLIANCE WITH CODE

         6.1. SECTION 817(h). Each Fund of the Trust shall comply with Section
817(h) of the Code and the regulations issued thereunder to the extent
applicable to the Fund as an investment company underlying the Account, and the
Trust shall notify the Company immediately upon having a reasonable basis for
believing that a Fund has ceased to so qualify or that it might not so qualify
in the future.

         6.2. SUBCHAPTER M. Each Fund of the Trust shall maintain the
qualification of the Fund as a regulated investment company (under Subchapter M
or any successor or similar provision), and the Trust shall notify the Company
immediately upon having a reasonable basis for believing that a Fund has ceased
to so qualify or that it might not so qualify in the future.

         6.3. CONTRACTS. The Company shall ensure the continued treatment of the
Contracts as annuity contracts or life insurance policies, whichever is
appropriate, under applicable provisions of the Code and shall notify the Trust
and the Distributor immediately upon having a reasonable basis for believing
that the Contracts have ceased to be so treated or that they might not be so
treated in the future.

                                   ARTICLE VII
                                    EXPENSES

         7.1. EXPENSES. All expenses incident to each party's performance under
this Agreement (including expenses expressly assumed by such party pursuant to
this Agreement) shall be paid by such party to the extent permitted by law.

         7.2. TRUST EXPENSES. Expenses incident to the Trust's performance of
its duties and obligations under this Agreement include, but are not limited to,
the costs of:

        (a)      registration and qualification of the Trust shares under the
                 federal securities laws;

        (b)      preparation and filing with the SEC of the Trust's
                 Prospectuses, Trust's Statement of Additional Information,
                 Trust's Registration Statement, Trust proxy materials and
                 shareholder reports, and preparation of a camera-ready copy of
                 the foregoing;

        (c)      preparation of all statements and notices required by any
                 Federal or state securities law;

        (d)      all taxes on the issuance or transfer of Trust shares;

        (e)      payment of all applicable fees relating to the Trust,
                 including, without limitation, all fees due under Rule 24f-2
                 in connection with sales of Trust shares to qualified
                 retirement plans, custodial, auditing, transfer agent and
                 advisory fees, fees for insurance coverage and Trustees' fees;
                 and
<PAGE>

         (f)     any expenses permitted to be paid or assumed by the Trust
                 pursuant to a plan, if any, under Rule 12b-1 under the 1940
                 Act.


         7.3.    COMPANY EXPENSES. Expenses incident to the Company's
performance of its duties and obligations under this Agreement include, but are
not limited to, the costs of:

         (a)      registration and qualification of the Contracts under the
                  federal securities laws;

         (b)      preparation and filing with the SEC of the Contracts'
                  Prospectus and Contracts' Registration Statement;

         (c)      the sale, marketing and distribution of the Contracts,
                  including printing and dissemination of Contracts'
                  Prospectuses and compensation for Contract sales;

         (d)      administration of the Contracts;

         (e)      payment of all applicable fees relating to the Contracts,
                  including, without limitation, all fees due under Rule 24f-2;

         (f)      preparation, printing and dissemination of all statements and
                  notices to Contract Owners required by any Federal or state
                  insurance law other than those paid for by the Trust; and

         (g)      preparation, printing and dissemination of all marketing
                  materials for the Contracts and Trust except where other
                  arrangements are made in advance.

         7.4. 12b-1 PAYMENTS. The Trust shall pay no fee or other compensation
to the Company under this Agreement, except that if the Trust or any Series or
Class adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to
finance distribution expenses, then payments may be made to the Company in
accordance with such plan. The Trust currently does not intend to make any
payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940
Act or in contravention of such rule, although it may make payments pursuant to
Rule 12b-1 in the future. To the extent that it decides to finance distribution
expenses pursuant to Rule 12b-1 and such formulation is required by the 1940 Act
or any rules or order thereunder, the Trust undertakes to have a Board of
Trustees, a majority of whom are not interested persons of the Trust, formulate
and approve any plan under Rule 12b-1 to finance distribution expenses.

                                  ARTICLE VIII
                               POTENTIAL CONFLICTS

         8.1. EXEMPTIVE ORDER. The parties to this Agreement acknowledge that
the Trust has received an exemptive order from the SEC (the "Exemptive Order")
granting relief from various provisions of the 1940 Act and the rules thereunder
to the extent necessary to permit Trust shares to be sold to and held by
variable annuity and variable life insurance separate accounts of both
affiliated and unaffiliated Participating Insurance Companies and other
Qualified Persons (as defined in Section 2.8 hereof). The Exemptive Order
requires the Trust and each Participating Insurance Company to comply with
conditions and undertakings substantially as provided in this Article VIII. The
Trust will not enter into a participation agreement with any other Participating
Insurance Company unless it imposes the same conditions and undertakings on that
company as are imposed on the Company pursuant to this Article VIII.
<PAGE>

         8.2. COMPANY MONITORING REQUIREMENTS. The Company will monitor its
operations and those of the Trust for the purpose of identifying any material
irreconcilable conflicts or potential material irreconcilable conflicts between
or among the interests of Participating Plans, Product Owners of variable life
insurance policies and Product Owners of variable annuity contracts.

         8.3. COMPANY REPORTING REQUIREMENTS. The Company shall report any
conflicts or potential conflicts , of which it is aware, to the Trust Board and
will provide the Trust Board, at least annually, with all information reasonably
necessary for the Trust Board to consider any issues raised by such existing or
potential conflicts or by the conditions and undertakings required by the
Exemptive Order. The Company also shall assist the Trust Board in carrying out
its obligations including, but not limited to: (a) informing the Trust Board
whenever it disregards Contract Owner voting instructions with respect to
variable life insurance policies, and (b) providing such other information and
reports as the Trust Board may reasonably request. The Company will carry out
these obligations with a view only to the interests of Contract Owners.

         8.4. TRUST BOARD MONITORING AND DETERMINATION. The Trust Board shall
monitor the Trust for the existence of any material irreconcilable conflicts
between or among the interests of Participating Plans, Product Owners of
variable life insurance policies and Product Owners of variable annuity
contracts and determine what action, if any, should be taken in response to
those conflicts. A majority vote of Trustees who are not interested persons of
the Trust as defined in the 1940 Act (the "disinterested trustees") shall
represent a conclusive determination as to the existence of a material
irreconcilable conflict between or among the interests of Product Owners and
Participating Plans and as to whether any proposed action adequately remedies
any material irreconcilable conflict. The Trust Board shall give prompt written
notice to the Company and Participating Plan of any such determination.

         8.5. UNDERTAKING TO RESOLVE CONFLICT. In the event that a material
irreconcilable conflict of interest arises between Product Owners of variable
life insurance policies or Product Owners of variable annuity contracts and
Participating Plans, the Company will, at its own expense, take whatever action
is necessary to remedy such conflict as it adversely affects Contract Owners up
to and including (1) establishing a new registered management investment
company, and (2) withdrawing assets from the Trust attributable to reserves for
the Contracts subject to the conflict and reinvesting such assets in a different
investment medium (including another Fund of the Trust) or submitting the
question of whether such withdrawal should be implemented to a vote of all
affected Contract Owners, and, as appropriate, segregating the assets supporting
the Contracts of any group of such owners that votes in favor of such
withdrawal, or offering to such owners the option of making such a change. The
Company will carry out the responsibility to take the foregoing action with a
view only to the interests of Contract Owners.

         8.6. WITHDRAWAL. If a material irreconcilable conflict arises because
of the Company's decision to disregard the voting instructions of Contract
Owners of variable life insurance policies and that decision represents a
minority position or would preclude a majority vote at any Fund shareholder
meeting, then, at the request of the Trust Board, the Company will redeem the
shares of the Trust to which the disregarded voting instructions relate. No
charge or penalty, however, will be imposed in connection with such a
redemption.

         8.7. EXPENSES ASSOCIATED WITH REMEDIAL ACTION. In no event shall the
Trust be required to bear the expense of establishing a new funding medium for
any Contract. The Company shall not be required by this Article to establish a
new funding medium for any Contract if an offer to do so has been declined by
vote of a majority of the Contract Owners materially adversely affected by the
irreconcilable material conflict.
<PAGE>

         8.8. SUCCESSOR RULES. 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 provisions of the 1940 Act or the rules promulgated thereunder with respect
to mixed and shared funding on terms and conditions materially different from
those contained in the Exemptive Order, then (i) the Trust and/or the Company,
as appropriate, shall take such steps as may be necessary to comply with Rules
6e-2 and 6e-3(T), as amended, or Rule 6e-3, as adopted, as applicable, to the
extent such rules are applicable, and (ii) Sections 8.2 through 8.5 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 IX
                                 INDEMNIFICATION

         9.1. INDEMNIFICATION BY THE COMPANY. The Company hereby agrees to, and
shall, indemnify and hold harmless the Trust, the Distributor and each person
who controls or is affiliated with the Trust or the Distributor within the
meaning of such terms under the 1933 Act or 1940 Act (but not any Participating
Insurance Companies or Qualified Persons) and any officer, trustee, partner,
director, employee or agent of the foregoing, against any and all losses,
claims, damages or liabilities, joint or several (including any investigative,
legal and other expenses reasonably incurred in connection with, and any amounts
paid in settlement of, any action, suit or proceeding or any claim asserted), to
which they or any of them may become subject under any statute or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities:

         (a)   arise out of or are based upon any untrue statement of any
               material fact contained in the Contracts Registration Statement,
               Contracts Prospectus, sales literature or other promotional
               material for the Contracts or the Contracts themselves (or any
               amendment or supplement to any of the foregoing), or arise out of
               or are based upon the omission to state therein a material fact
               required to be stated therein or necessary to make the statements
               therein not misleading in light of the circumstances in which
               they were made; provided that this obligation to indemnify shall
               not apply if such statement or omission was made in reliance upon
               and in conformity with information furnished in writing to the
               Company by the Trust or the Distributor for use in the Contracts
               Registration Statement, Contracts Prospectus or in the Contracts
               or sales literature or promotional material for the Contracts (or
               any amendment or supplement to any of the foregoing) or otherwise
               for use in connection with the sale of the Contracts or Trust
               shares; or

         (b)   arise out of any untrue statement of a material fact contained in
               the Trust Registration Statement, any Prospectus for Series or
               Classes or sales literature or other promotional material of the
               Trust (or any amendment or supplement to any of the foregoing),
               or the omission to state therein a material fact required to be
               stated therein or necessary to make the statements therein not
               misleading in light of the circumstances in which they were made,
               if such statement or omission was made in reliance upon and in
               conformity with information furnished to the Trust or Distributor
               in writing by or on behalf of the Company; or

         (c)   arise out of or are based upon any wrongful conduct of, or
               violation of federal or state law by, the Company or persons
               under its control or subject to its authorization, including
               without limitation, any broker-dealers or agents authorized to
               sell the Contracts, with respect to the sale, marketing or
               distribution of the Contracts or Trust shares, including, without
               limitation, any impermissible
<PAGE>

               use of broker-only material, unsuitable or improper sales of the
               Contracts or unauthorized representations about the Contracts or
               the Trust; or

         (d)   arise as a result of any failure by the Company or persons under
               its control (or subject to its authorization) to provide
               services, furnish materials or make payments as required under
               this Agreement; or

         (e)   arise out of any material breach by the Company or persons under
               its control (or subject to its authorization) of this Agreement;
               or

         (f)   arise out of any breach of any warranties contained in Article
               III hereof, any failure to transmit a request for redemption or
               purchase of Trust shares or payment therefor on a timely basis in
               accordance with the procedures set forth in Article II, or any
               unauthorized use of the names, trade names or trademark of the
               Trust or the Distributor.

This indemnification is in addition to any liability that the Company may
otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is caused by the
willful misfeasance, bad faith, gross negligence or reckless disregard of duty
by the party seeking indemnification.

         9.2. INDEMNIFICATION BY THE TRUST. The Trust hereby agrees to, and
shall, indemnify and hold harmless the Company and each person who controls or
is affiliated with the Company within the meaning of such terms under the 1933
Act or 1940 Act and any officer, director, employee or agent of the foregoing,
against any and all losses, claims, damages or liabilities, joint or several
(including any investigative, legal and other expenses reasonably incurred in
connection with, and any amounts paid in settlement of, any action, suit or
proceeding or any claim asserted), to which they or any of them may become
subject under any statute or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities:

         (a)   arise out of or are based upon any untrue statement of any
               material fact contained in the Trust Registration Statement, any
               Prospectus for Series or Classes or sales literature or other
               promotional material of the Trust (or any amendment or supplement
               to any of the foregoing), or arise out of or are based upon the
               omission to state therein a material fact required to be stated
               therein or necessary to make the statements therein not
               misleading in light of the circumstances in which they were made;
               provided that this obligation to indemnify shall not apply if
               such statement or omission was made in reliance upon and in
               conformity with information furnished in writing by the Company
               to the Trust or the Distributor for use in the Trust Registration
               Statement, Trust Prospectus or sales literature or promotional
               material for the Trust (or any amendment or supplement to any of
               the foregoing) or otherwise for use in connection with the sale
               of the Contracts or Trust shares; or

         (b)   arise out of any untrue statement of a material fact contained in
               the Contracts Registration Statement, Contracts Prospectus or
               sales literature or other promotional material for the Contracts
               (or any amendment or supplement to any of the foregoing), or the
               omission to state therein a material fact required to be stated
               therein or necessary to make the statements therein not
               misleading in light of the circumstances in which they were made,
               if such statement or omission was made in reliance upon
               information furnished in writing by the Trust to the Company; or
<PAGE>

         (c)   arise out of or are based upon wrongful conduct of the Trust or
               its Trustees or officers with respect to the sale of Trust
               shares; or

         (d)   arise as a result of any failure by the Trust to provide
               services, furnish materials or make payments as required under
               the terms of this Agreement;

         (e)   arise out of any material breach by the Trust of this Agreement
               (including any breach of Section 6.1 of this Agreement and any
               warranties contained in Article III hereof); or

         (f)   arise out of any breach of any warranties contained in Article
               III hereof, any failure to honor a request for redemption or
               purchase of Trust shares or payment therefor on a timely basis in
               accordance with the procedures set forth in Article II, or any
               unauthorized use of the names, trade names or trademark of the
               Trust or the Distributor.

it being understood that in no way shall the Trust be liable to the Company with
respect to any violation of insurance law, compliance with which is a
responsibility of the Company under this Agreement or otherwise or as to which
the Company failed to inform the Trust in accordance with Section 4.4 hereof.
This indemnification is in addition to any liability that the Trust may
otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is caused by the
willful misfeasance, bad faith, gross negligence or reckless disregard of duty
by the party seeking indemnification.

         9.3. INDEMNIFICATION BY THE DISTRIBUTOR. The Distributor hereby agrees
to, and shall, indemnify and hold harmless the Company and each person who
controls or is affiliated with the Company within the meaning of such terms
under the 1933 Act or 1940 Act and any officer, director, employee or agent of
the foregoing, against any and all losses, claims, damages or liabilities, joint
or several (including any investigative, legal and other expenses reasonably
incurred in connection with, and any amounts paid in settlement of, any action,
suit or proceeding or any claim asserted), to which they or any of them may
become subject under any statute or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities:

         (a)   arise out of or are based upon any untrue statement of any
               material fact contained in the Trust Registration Statement, any
               Prospectus for Series or Classes or sales literature or other
               promotional material of the Trust (or any amendment or supplement
               to any of the foregoing), or arise out of or are based upon the
               omission to state therein a material fact required to be stated
               therein or necessary to make the statements therein not
               misleading in light of the circumstances in which they were made;
               provided that this obligation to indemnify shall not apply if
               such statement or omission was made in reliance upon and in
               conformity with information furnished in writing by the Company
               to the Trust or Distributor for use in the Trust Registration
               Statement, Trust Prospectus or sales literature or promotional
               material for the Trust (or any amendment or supplement to any of
               the foregoing) or otherwise for use in connection with the sale
               of the Contracts or Trust shares; or

         (b)   arise out of any untrue statement of a material fact contained in
               the Contracts Registration Statement, Contracts Prospectus or
               sales literature or other promotional material for the Contracts
               (or any amendment or supplement to any
<PAGE>

               of the foregoing), or the omission to state therein a material
               fact required to be stated therein or necessary to make the
               statements therein not misleading in light of the circumstances
               in which they were made, if such statement or omission was made
               in reliance upon information furnished in writing by the
               Distributor to the Company; or

         (c)   arise out of or are based upon wrongful conduct of the
               Distributor or persons under its control with respect to the sale
               of Trust shares; or

         (d)   arise as a result of any failure by the Distributor or persons
               under its control to provide services, furnish materials or make
               payments as required under the terms of this Agreement;

         (e)   arise out of any material breach by the Distributor or persons
               under its control of this Agreement (including any breach of
               Section 6.1 of this Agreement and any warranties contained in
               Article III hereof); or

         (f)   arise out of any breach of any warranties contained in Article
               III hereof, any failure to honor a request for redemption or
               purchase of Trust shares or payment therefor on a timely basis in
               accordance with the procedures set forth in Article II, or any
               unauthorized use of the names, trade names or trademark of the
               Trust or the Distributor.

it being understood that in no way shall the Distributor be liable to the
Company with respect to any violation of insurance law, compliance with which is
a responsibility of the Company under this Agreement or otherwise or as to which
the Company failed to inform the Distributor in accordance with Section 4.4
hereof. This indemnification is in addition to any liability that the
Distributor may otherwise have; provided, however, that no party shall be
entitled to indemnification if such loss, claim, damage or liability is caused
by the willful misfeasance, bad faith, gross negligence or reckless disregard of
duty by the party seeking indemnification.

         9.4. INDEMNIFICATION PROCEDURES. After receipt by a party entitled to
indemnification ("indemnified party") under this Article IX of notice of the
commencement of any action, if a claim in respect thereof is to be made by the
indemnified party against any person obligated to provide indemnification under
this Article IX ("indemnifying party"), such indemnified party will notify the
indemnifying party in writing of the commencement thereof as soon as practicable
thereafter, provided that the omission to so notify the indemnifying party will
not relieve it from any liability under this Article IX, except to the extent
that the omission results in a failure of actual notice to the indemnifying
party and such indemnifying party is damaged solely as a result of the failure
to give such notice. The indemnifying party, upon the request of the indemnified
party, shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the reasonable fees and disbursements
of such counsel related to such proceeding. In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties)
<PAGE>

include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written consent
but if settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party from
and against any loss or liability by reason of such settlement or judgment.

         A successor by law of the parties to this Agreement shall be entitled
to the benefits of the indemnification contained in this Article IX. The
indemnification provisions contained in this Article IX shall survive any
termination of this Agreement.

                                    ARTICLE X
                    RELATIONSHIP OF THE PARTIES; TERMINATION

         10.1. RELATIONSHIP OF PARTIES. The Company is to be an independent
contractor vis-a-vis the Trust, the Distributor, or any of their affiliates for
all purposes hereunder and will have no authority to act for or represent any of
them (except to the limited extent the Company acts as agent of the Trust
pursuant to Section 2.3(a) of this Agreement). In addition, no officer or
employee of the Company will be deemed to be an employee or agent of the Trust,
Distributor, or any of their affiliates. The Company will not act as an
"underwriter" or "distributor" of the Trust, as those terms variously are used
in the 1940 Act, the 1933 Act, and rules and regulations promulgated thereunder.

         10.2. NON-EXCLUSIVITY AND NON-INTERFERENCE. The parties hereto
acknowledge that the arrangement contemplated by this Agreement is not
exclusive; the Trust shares may be sold to other insurance companies and
investors (subject to Section 2.8 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 this Article X:

         (a)      the Company shall promote the Trust and the Funds made
                  available hereunder on the same basis as other funding
                  vehicles available under the Contracts;

         (b)      the Company shall not, without prior notice to the Distributor
                  (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 substitute another investment company
                  for one or more Funds without providing written notice to the
                  Distributor at least 60 days in advance of effecting any such
                  substitution; and
<PAGE>

         10.3. TERMINATION OF AGREEMENT. This agreement will terminate at the
option of any party, with or without cause, with respect to some or all of the
Funds, upon one-hundred eighty (180) days' advance written notice to the other
parties. This Agreement shall not terminate until (i) the Trust is dissolved,
liquidated, or merged into another entity, or (ii) as to any Fund that has been
made available hereunder, the Account no longer invests in that Fund and the
Company has confirmed in writing to the Distributor, if so requested by the
Distributor, that it no longer intends to invest in such Fund. However, certain
obligations of, or restrictions on, the parties to this Agreement may terminate
as provided in Sections 10.4 through 10.6 and the Company may be required to
redeem Trust shares pursuant to Section 10.7 or in the circumstances
contemplated by Article VIII. Article IX and Sections 5.7, 10.8 and 10.9 shall
survive any termination of this Agreement.

         10.4. TERMINATION OF OFFERING OF TRUST SHARES. The obligation of the
Trust and the Distributor to make Trust shares available to the Company for
purchase pursuant to Article II of this Agreement shall terminate at the option
of the Distributor upon written notice to the Company within 15 days of the
occurrence of any of the following events (unless provided otherwise below)::

         (a)   at the option of the Trust or Distributor, upon one-hundred
               eighty (180) days' advance written notice to the other parties.

         (b)   upon institution of formal proceedings against the Company, or
               the Distributor's reasonable determination that institution of
               such proceedings is being considered by the NASD, the SEC, the
               insurance commission 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 the Account, the
               administration of the Contracts or the purchase of Trust shares,
               or an expected or anticipated ruling, judgment or outcome which
               would, in the Distributor's reasonable judgment exercised in good
               faith, materially impair the Company's or Trust's ability to meet
               and perform the Company's or Trust's obligations and duties
               hereunder, such termination effective upon 15 days prior written
               notice;

         (c)   in the event any of the Contracts are not registered, issued or
               sold in accordance with applicable federal and/or state law, such
               termination effective immediately upon receipt of written notice;

         (d)   if the Distributor shall determine, in its sole judgment
               exercised in good faith, that either (1) the Company shall have
               suffered a material adverse change in its business or financial
               condition or (2) the Company shall have been the subject of
               material adverse publicity which is likely to have a material
               adverse impact upon the business and operations of either the
               Trust or the Distributor, such termination effective upon 30 days
               prior written notice;

         (e)   if the Distributor suspends or terminates the offering of Trust
               shares of any Series or Class to all Participating Investors or
               only designated Participating Investors, if such action is
               required by law or by regulatory authorities having jurisdiction
               or if, in the sole discretion of the Distributor acting in good
               faith, suspension or termination is necessary in the best
               interests of the shareholders of any Series or Class (it being
               understood that "shareholders" for this purpose shall mean
               Product Owners), such notice effective immediately upon receipt
               of written notice, it being understood that a lack of
               Participating Investor interest in a Series or Class
<PAGE>

               may be grounds for a suspension or termination as to such Series
               or Class and that a suspension or termination shall apply only to
               the specified Series or Class;

         (f)   upon the Company's assignment of this Agreement (including,
               without limitation, any transfer of the Contracts or the Account
               to another insurance company pursuant to an assumption
               reinsurance agreement) unless the Trust consents thereto, such
               termination effective upon 30 days prior written notice;

         (g)   if the Company is in material breach of any provision of this
               Agreement, which breach has not been cured to the satisfaction of
               the Trust within 10 days after written notice of such breach has
               been delivered to the Company, such termination effective upon
               expiration of such 10-day period; or

         (h)   upon the determination of the Trust's Board to dissolve,
               liquidate or merge the Trust as contemplated by Section 10.3(i),
               upon termination of the Agreement pursuant to Section 10.3(ii),
               or upon notice from the Company pursuant to Section 10.5 or 10.6,
               such termination pursuant hereto to be effective upon 15 days
               prior written notice.

Except in the case of an option exercised under clause (b), (d) or (g), the
obligations shall terminate only as to new Contracts and the Distributor shall
continue to make Trust shares available to the extent necessary to permit owners
of Contracts in effect on the effective date of such termination (hereinafter
referred to as "Existing Contracts") to reallocate investments in the Trust,
redeem investments in the Trust and/or invest in the Trust upon the making of
additional purchase payments under the Existing Contracts.

         10.5. TERMINATION OF INVESTMENT IN A FUND. The Company may elect to
cease investing in a Fund, promoting a Fund as an investment option under the
Contracts, or withdraw its investment or the Account's investment in a Fund,
subject to compliance with applicable law, upon written notice to the Trust
within 15 days of the occurrence of any of the following events (unless provided
otherwise below):

         (a)   at the option of the Company, upon one-hundred eighty (180) days'
               advance written notice to the other parties.

         (b)   upon institution of formal proceedings against the Trust or
               Distributor, or the Company's reasonable determination that
               institution of such proceedings is being considered by the NASD,
               the SEC, or any other regulatory body regarding the Trust's or
               Distributor's duties under this Agreement or an expected or
               anticipated ruling, judgment or outcome which would, in the
               Company's reasonable judgment exercised in good faith, materially
               impair the Trust's or Distributor's ability to meet and perform
               the Trust's or Distributor's obligations and duties hereunder,
               such termination effective upon 15 days prior written notice;

         (c)   if the Company shall determine, in its sole judgment exercised in
               good faith, that either (1) the Trust or Distributor shall have
               suffered a material adverse change in its business or financial
               condition or (2) that the Trust or Distributor shall have been
               the subject of material adverse publicity which is likely to have
               a material adverse impact upon the business and operations of the
               Company, such termination effective upon 30 days prior written
               notice;
<PAGE>

         (d)   upon the Trust or Distributor's assignment of this Agreement
               unless the Company consents thereto, such termination effective
               upon 30 days prior written notice;

         (e)   if the Trust or Distributor is in material breach of any
               provision of this Agreement, which breach has not been cured to
               the satisfaction of the Company within 10 days after written
               notice of such breach has been delivered to the Trust or
               Distributor, such termination effective upon expiration of such
               10-day period; or

         (a)   if the Trust informs the Company pursuant to Section 4.4 that it
               will not cause such Fund to comply with investment restrictions
               as requested by the Company and the Trust and the Company are
               unable to agree upon any reasonable alternative accommodations;

         (b)   if shares in such Fund are not reasonably available to meet the
               requirements of the Contracts as determined by the Company
               (including any non-availability as a result of notice given by
               the Distributor pursuant to Section 10.4(d)), and the
               Distributor, after receiving written notice from the Company of
               such non-availability, fails to make available, within 10 days
               after receipt of such notice, a sufficient number of shares in
               such Fund or an alternate Fund to meet the requirements of the
               Contracts;

         (c)   if such Fund fails to meet the diversification requirements
               specified in Section 817(h) of the Code and any regulations
               thereunder and the Trust, upon written request, fails to provide
               reasonable assurance that it will take action to cure or correct
               such failure; or

         (d)   if such Fund ceases to qualify as a regulated investment company
               under Subchapter M of the Code, as defined therein, or any
               successor or similar provision, or if the Company reasonably
               believes that the Fund may fail to so qualify, and the Trust,
               upon written request, fails to provide reasonable assurance that
               it will take action to cure or correct such failure within 30
               days; or

Such termination shall apply only as to the affected Fund and shall not apply to
any other Fund in which the Company or the Account invests.

         10.6. TERMINATION OF INVESTMENT BY THE COMPANY. The Company may elect
to cease investing in all Series or Classes of the Trust made available
hereunder, promoting the Trust as an investment option under the Contracts, or
withdraw its investment or the Account s investment in the Trust, subject to
compliance with applicable law, upon written notice to the Trust within 15 days
of the occurrence of any of the following events (unless provided otherwise
below):

         (a)   upon institution of formal proceedings against the Trust or the
               Distributor (but only with regard to the Trust) by the NASD, the
               SEC or any state securities or insurance commission or any other
               regulatory body; or

         (b)   if the Trust or Distributor is in material breach of a provision
               of this Agreement, which breach has not been cured to the
               satisfaction of the Company within 10
<PAGE>

               days after written notice of such breach has been delivered to
               the Trust or the Distributor, as the case may be.

         10.7. COMPANY REQUIRED TO REDEEM. The parties understand and
acknowledge that it is essential for compliance with Section 817(h) of the Code
that the Contracts qualify as annuity contracts or life insurance policies, as
applicable, under the Code. Accordingly, if any of the Contracts cease to
qualify as annuity contracts or life insurance policies, as applicable, under
the Code, or if the Trust reasonably believes that any such Contracts may fail
to so qualify, the Trust shall have the right to require the Company to redeem
Trust shares attributable to such Contracts upon notice to the Company and the
Company shall so redeem such Trust shares in order to ensure that the Trust
complies with the provisions of Section 817(h) of the Code applicable to
ownership of Trust shares. Notice to the Company shall specify the period of
time the Company has to redeem the Trust shares or to make other arrangements
satisfactory to the Trust and its counsel, such period of time to be determined
with reference to the requirements of Section 817(h) of the Code. In addition,
the Company may be required to redeem Trust shares pursuant to action taken or
request made by the Trust Board in accordance with the Exemptive Order described
in Article VIII or any conditions or undertakings set forth or referenced
therein, or other SEC rule, regulation or order that may be adopted after the
date hereof. The Company agrees to redeem shares in the circumstances described
herein and to comply with applicable terms and provisions. Also, in the event
that the Distributor suspends or terminates the offering of a Series or Class
pursuant to Section 10.4(d) of this Agreement, the Company, upon request by the
Distributor, will cooperate in taking appropriate action to withdraw the
Account's investment in the respective Fund.

         10.8. CONFIDENTIALITY. The Company will keep confidential any
information acquired as a result of this Agreement regarding the business and
affairs of the Trust, the Distributor, and their affiliates.

                                   ARTICLE XI
                 APPLICABILITY TO NEW ACCOUNTS AND NEW CONTRACTS

         The parties to this Agreement may amend the schedules to this Agreement
from time to time to reflect, as appropriate, changes in or relating to the
Contracts, any Series or Class, additions of new classes of Contracts to be
issued by the Company and separate accounts therefor investing in the Trust.
Such amendments may be made effective by executing the form of amendment
included on each schedule attached hereto. The provisions of this Agreement
shall be equally applicable to each such class of Contracts, Series, Class or
separate account, as applicable, effective as of the date of amendment of such
Schedule, unless the context otherwise requires. The parties to this Agreement
may amend this Agreement from time to time by written agreement signed by all of
the parties.
<PAGE>

                                   ARTICLE XII
                           NOTICE, REQUEST OR CONSENT

         Any notice, request or consent to be provided pursuant to this
Agreement is to be made in writing and shall be given:

                  If to the Trust:
                           Douglas C. Grip
                           President
                           Goldman Sachs Variable Insurance Trust
                           One New York Plaza
                           New York, NY  10004

                  If to the Distributor:
                           Douglas C. Grip
                           Vice President
                           Goldman Sachs & Co.
                           One New York Plaza
                           New York, NY  10004

                  If to the Company:
                           Donna Murphy
                           Allmerica Life Insurance Company
                           440 Lincoln Street
                           Worchester, MA 01653

or at such other address as such party may from time to time specify in writing
to the other party. Each such notice, request or consent to a party shall be
sent by registered or certified United States mail with return receipt requested
or by overnight delivery with a nationally recognized courier, and shall be
effective upon receipt. Notices pursuant to the provisions of Article II may be
sent by facsimile to the person designated in writing for such notices.

                                  ARTICLE XIII
                                  MISCELLANEOUS

         13.1. INTERPRETATION. This Agreement shall be construed and the
provisions hereof interpreted under and in accordance with the laws of the state
of Delaware, without giving effect to the principles of conflicts of laws,
subject to the following rules:

         (a)   This Agreement shall be subject to the provisions of the 1933
               Act, 1940 Act and Securities Exchange Act of 1934, as amended,
               and the rules, regulations and rulings thereunder, including such
               exemptions from those statutes, rules, and regulations as the SEC
               may grant, and the terms hereof shall be limited, interpreted and
               construed in accordance therewith.

         (b)   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.
<PAGE>

         (c)   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.

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

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

         13.3. NO ASSIGNMENT. Neither this Agreement nor any of the rights and
obligations hereunder may be assigned by the Company, the Distributor or the
Trust without the prior written consent of the other parties.

         13.4. DECLARATION OF TRUST. A copy of the Declaration of Trust of the
Trust is on file with the Secretary of State of the State of Delaware, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as trustees, and is not binding upon any of the Trustees,
officers or shareholders of the Trust individually, but binding only upon the
assets and property of the Trust. No Series of the Trust shall be liable for the
obligations of any other Series of the Trust.
<PAGE>

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


                                    GOLDMAN SACHS VARIABLE INSURANCE TRUST
                                               (Trust)



Date:  ___________                  By:__________________________________
                                            Name:
                                            Title:

                                    GOLDMAN, SACHS & CO.
                                            (Distributor)



Date:  ___________                  By:__________________________________
                                            Name:
                                            Title:



                   ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
                                               (Company)



Date:  ___________                  By:__________________________________
                                            Name:
                                            Title:
<PAGE>


                                   SCHEDULE 1

                             Accounts of the Company
                             Investing in the Trust

Effective as of the date the Agreement was executed, the following separate
accounts of the Company are subject to the Agreement:

<TABLE>
<CAPTION>
                             Date Established by
Name of Account and          Board of Directors of         SEC 1940 Act                Type of Product
Subaccounts                  the Company                   Registration Number         Supported by Account
-----------------------------------------------------------------------------------------------------------
<S>                          <C>                           <C>                         <C>

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------
</TABLE>


===============================================================================

                        [Form of Amendment to Schedule 1]

Effective as of __________, the following separate accounts of the Company are
hereby added to this Schedule 1 and made subject to the Agreement:

<TABLE>
<CAPTION>
                             Date Established by
Name of Account and          Board of Directors of         SEC 1940 Act                Type of Product
Subaccounts                  the Company                   Registration Number         Supported by Account
-----------------------------------------------------------------------------------------------------------
<S>                          <C>                           <C>                         <C>

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------
</TABLE>

IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Schedule 1 in accordance with Article XI of the Agreement.

<TABLE>

<S>                                       <C>
______________________________________    __________________________________________
Goldman Sachs Variable Insurance Trust    Allmerica Financial Life Insurance Company


______________________________________
Goldman, Sachs & Co.
</TABLE>
<PAGE>
                                   SCHEDULE 3

                            Trust Classes and Series
                                 Available Under
                             Each Class of Contracts


Effective as of the date the Agreement was executed, the following Trust Classes
and Series are available under the Contracts:

 -------------------------------------------------------------------
 Contracts Marketing Name                   Trust Classes and Series
 -------------------------------------------------------------------
                                            CORE Large Cap Growth
 -------------------------------------------------------------------
                                            CORE Small Cap Equity
 -------------------------------------------------------------------
                                            Capital Growth
 -------------------------------------------------------------------

===============================================================================

                        [Form of Amendment to Schedule 3]

Effective as of __________________, this Schedule 3 is hereby amended to reflect
the following changes in Trust Classes and Series:


 -------------------------------------------------------------------
 Contracts Marketing Name                   Trust Classes and Series
 -------------------------------------------------------------------

 -------------------------------------------------------------------

 -------------------------------------------------------------------

 -------------------------------------------------------------------

IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Schedule 3 in accordance with Article XI of the Agreement.

<TABLE>

<S>                                       <C>
______________________________________    __________________________________________
Goldman Sachs Variable Insurance Trust    Allmerica Financial Life Insurance Company


______________________________________
Goldman, Sachs & Co.
</TABLE>
<PAGE>



                                   SCHEDULE 4

                             Investment Restrictions
                             Applicable to the Trust

Effective as of the date the Agreement was executed, the following investment
restrictions are applicable to the Trust:

===============================================================================

                        [Form of Amendment to Schedule 4]


Effective as of ___________________, this Schedule 4 is hereby amended to
reflect the following changes:








IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Schedule 4 in accordance with Article XI of the Agreement.

<TABLE>

<S>                                       <C>
______________________________________    __________________________________________
Goldman Sachs Variable Insurance Trust    Allmerica Financial Life Insurance Company


______________________________________
Goldman, Sachs & Co.
</TABLE>