<PAGE>


                          FUND PARTICIPATION AGREEMENT


This Agreement is entered into as of the ___ day of  _____, 2000, between
___________________________________________ ("Insurance Company"), a life
insurance company organized under the laws of the State of ________, and J.P.
Morgan Series Trust II ("Fund"), a business trust organized under the laws of
Delaware, with respect to the Fund's portfolio or portfolios set forth on
Schedule 1 hereto, as such Schedule may be revised from time to time (the
"Series"; if there are more than one Series to which this Agreement applies, the
provisions herein shall apply severally to each such Series).


                                  ARTICLE I 1.
                                  DEFINITIONS

1.1.     "Act" shall mean the Investment Company Act of 1940, as amended.

1.2.     "Board" shall mean the Board of Trustees of the Fund having the
         responsibility for management and control of the Fund.

1.3.     "Business Day" shall mean any day for which the Fund calculates net
         asset value per share as described in the Fund's Prospectus.

1.4.     "Commission" shall mean the Securities and Exchange Commission.

1.5.     "Contract" shall mean a variable annuity or variable life insurance
         contract that uses the Fund as an underlying investment medium.
         Individuals who participate under a group Contract are "Participants".

1.6.     "Contractholder" shall mean any entity that is a party to a Contract
         with a Participating Company.

1.7.     "Disinterested Board Members" shall mean those members of the Board
         that are not deemed to be "interested persons" of the Fund, as defined
         by the Act.

1.8.     "Participating Companies" shall mean any insurance company (including
         Insurance Company), which offers variable annuity and/or variable life
         insurance contracts to the public and which has entered into an
         agreement with the Fund for the purpose of making Fund shares
         available to serve as the underlying investment medium for the
         aforesaid Contracts.

1.9.     "Plans" shall mean qualified pension and retirement benefit plans.

1.10.    "Prospectus" shall mean the Fund's current prospectus and statement of
         additional information, as most recently filed with the Commission,
         with respect to the Series.

1.11.    "Separate Account" shall mean the separate account(s) established by
         Insurance Company in accordance with the laws of the State of
         __________ which Insurance Company has notified the Fund it will offer
         to Contractholders.

1.12.    "Software Program" shall mean the software program used by the Fund
         for providing Fund and account balance information including net asset
         value per share.

1.13.    "Insurance Company's General Account(s)" shall mean the general
         account(s) of Insurance Company and its affiliates which invest in the
         Fund.


                                  ARTICLE II 2.
                                  REPRESENTATIONS

2.1      Insurance Company represents and warrants that (a) it is an insurance
         company duly organized and in good standing under applicable law; (b)
         it has, or will prior to issuance of Contracts, legally and validly
         established the Separate Account pursuant to the __________ Insurance
         Code for the purpose of offering to the public certain individual
         variable annuity contracts; (c) it has, or will prior to issuance of
         Contracts, registered the Separate Account as a unit investment trust
         under the Act to serve as the segregated investment account for the
         Contracts; (d) each Separate Account is eligible to invest in shares of
         the Fund without such investment disqualifying the Fund as an
         investment medium for insurance company separate accounts supporting
<PAGE>

         variable annuity contracts or variable life insurance contracts; and
         (e) each Separate Account shall comply with all applicable legal
         requirements.

2.2      Insurance Company represents and warrants that (a) the Contracts will
         be described in a registration statement filed under the Securities Act
         of 1933, as amended ("1933 Act"); (b) the Contracts will be issued and
         sold in compliance in all material respects with all applicable federal
         and state laws; and (c) the sale of the Contracts shall comply in all
         material respects with state insurance law requirements. Insurance
         Company agrees to inform the Fund promptly of any investment
         restrictions imposed by state insurance law and applicable to the Fund.

2.3      Insurance Company represents and warrants that the income, gains and
         losses, whether or not realized, from assets allocated to the Separate
         Account are, in accordance with the applicable Contracts, to be
         credited to or charged against such Separate Account without regard to
         other income, gains or losses from assets allocated to any other
         accounts of Insurance Company. Insurance Company represents and
         warrants that the assets of the Separate Account are and will be kept
         separate from Insurance Company's General Account and any other
         separate accounts Insurance Company may have, and will not be charged
         with liabilities from any business that Insurance Company may conduct
         or the liabilities of any companies affiliated with Insurance Company.

2.4      Fund represents that the Fund is registered with the Commission under
         the Act as an open-end management investment company and possesses, and
         shall maintain, all legal and regulatory licenses, approvals, consents
         and/or exemptions required for the Fund to operate and offer its shares
         as an underlying investment medium for Participating Companies. The
         Fund has established five portfolios and may in the future establish
         other portfolios.

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

2.6      Insurance Company represents and agrees that the Contracts are
         currently, and at the time of issuance will be, treated as life
         insurance policies or annuity contracts, whichever is appropriate,
         under applicable provisions of the Code, and that it will make every
         effort to maintain such treatment and that it will notify the Fund and
         its investment adviser 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. Insurance Company agrees that
         any prospectus offering a Contract that is a "modified endowment
         contract," as that term is defined in Section 7702A of the Code, will
         identify such Contract as a modified endowment contract (or policy).

2.7      Fund agrees that the Fund's assets shall be managed and invested in a
         manner that complies with the requirements of Section 817(h) of the
         Code.

2.8      Insurance Company agrees that the Fund shall be permitted (subject to
         the other terms of this Agreement) to make Series' shares available to
         other Participating Companies and contractholders and to Plans.

2.9      Fund represents and warrants that any of its trustees, officers,
         employees, investment advisers, and other individuals/entities who deal
         with the money and/or securities of the Fund are and shall continue to
         be at all times covered by a blanket fidelity bond or similar coverage
         for the benefit of the Fund in an amount not less than that required by
         Rule 17g-1 under the Act. The aforesaid Bond shall include coverage for
         larceny and embezzlement and shall be issued by a reputable bonding
         company.

2.10     Insurance Company represents and warrants that all of its employees and
         agents who deal with the money and/or securities of the Fund are and
         shall continue to be at all times covered by a blanket fidelity bond or
         similar coverage in an amount not less than the coverage required to be
         maintained by the Fund. The aforesaid Bond shall include coverage for
         larceny and embezzlement and shall be issued by a reputable bonding
         company.

2.11     Insurance Company agrees that the Fund's investment adviser shall be
         deemed a third party beneficiary under this Agreement and may enforce
         any and all rights conferred by virtue of this Agreement.
<PAGE>

                                 ARTICLE III 3.
                                 FUND SHARES


3.1      The Contracts funded through the Separate Account will provide for the
         investment of certain amounts in the Series' shares

3.2      Fund agrees to make the shares of its Series available for purchase at
         the then applicable net asset value per share by Insurance Company and
         the Separate Account on each Business Day pursuant to rules of the
         Commission. Notwithstanding the foregoing, the Fund may refuse to sell
         the shares of any Series to any person, or suspend or terminate the
         offering of the shares of any Series if such action is required by law
         or by regulatory authorities having jurisdiction or is, in the sole
         discretion of the Board, acting in good faith and in light of its
         fiduciary duties under federal and any applicable state laws, necessary
         and in the best interests of the shareholders of such Series.

3.3      Fund agrees that shares of the Fund will be sold only to Participating
         Companies and their separate accounts and to the general accounts of
         those Participating Companies and their affiliates and to Plans. No
         shares of any Series will be sold to the general public.

3.4      Fund shall use its best efforts to provide closing net asset value,
         dividend and capital gain information for each Series available on a
         per-share and Series basis to Insurance Company by 7:00 p.m. Eastern
         Time on each Business Day. Any material errors in the calculation of
         net asset value, dividend and capital gain information shall be
         reported immediately upon discovery to Insurance Company. Non-material
         errors will be corrected in the next Business Day's net asset value per
         share for the Series in question.

3.5      At the end of each Business Day, Insurance Company will use the
         information described in Sections 3.2 and 3.4 to calculate the Separate
         Account unit values for the day. Using this unit value, Insurance
         Company will process the day's Separate Account transactions received
         by it by the close of trading on the floor of the New York Stock
         Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar
         amount of Series shares which will be purchased or redeemed at that
         day's closing net asset value per share for such Series. The net
         purchase or redemption orders will be transmitted to the Fund by
         Insurance Company by 8:30 a.m. Eastern Time on the Business Day next
         following Insurance Company's receipt of that information. Subject to
         Sections 3.6 and 3.8, all purchase and redemption orders for Insurance
         Company's General Accounts shall be effected at the net asset value per
         share of the relevant Series next calculated after receipt of the order
         by the Fund or its Transfer Agent.

3.6      Fund appoints Insurance Company as its agent for the limited purpose of
         accepting orders for the purchase and redemption of shares of each
         Series for the Separate Account. Fund will execute orders for any
         Series at the applicable net asset value per share determined as of the
         close of trading on the day of receipt of such orders by Insurance
         Company acting as agent ("effective trade date"), provided that the
         Fund receives notice of such orders by 8:30 a.m. Eastern Time on the
         next following Business Day and, if such orders request the purchase of
         Series shares, the conditions specified in Section 3.8, as applicable,
         are satisfied. A redemption or purchase request for any Series that
         does not satisfy the conditions specified above and in Section 3.8, as
         applicable, will be effected at the net asset value computed for such
         Series on the Business Day immediately preceding the next following
         Business Day upon which such conditions have been satisfied.

3.7      Insurance Company will make its best efforts to notify Fund in advance
         of any unusually large purchase or redemption orders.

3.8      If Insurance Company's order requests the purchase of Series shares,
         Insurance Company will pay for such purchases by wiring Federal Funds
         to Fund or its designated custodial account on the day the order is
         transmitted. Insurance Company shall transmit to the Fund payment in
         Federal Funds by the close of the Federal Reserve wire system on the
         Business Day the Fund receives the notice of the order pursuant to
         Section 3.5. Fund will execute such orders at the applicable net asset
         value per share determined as of the close of trading on the effective
         trade date if Fund receives payment in Federal Funds by the close of
         the Federal Reserve wire system on the Business Day the Fund receives
         the notice of the order pursuant to Section 3.5. If payment in Federal
         Funds for any purchase is not received on such Business Day, Insurance
         Company shall promptly upon the Fund's request, reimburse the Fund for
         any charges, costs, fees, interest or other expenses incurred by the
         Fund in connection with any advances to, or borrowings or overdrafts
         by, the Fund, or any similar expenses incurred by the Fund, as a result
         of portfolio transactions effected by the Fund based upon such purchase
         request. If Insurance Company's order requests the redemption of Series
         shares valued at or greater than $1 million dollars, the Fund may wire
         such amount to Insurance Company within seven days of the order.

3.9      Fund has the obligation to ensure that Series shares are registered
         with applicable federal agencies at all times.
<PAGE>

3.10     Fund will confirm each purchase or redemption order made by Insurance
         Company. Transfer of Series shares will be by book entry only. No share
         certificates will be issued to Insurance Company. Insurance Company
         will record shares ordered from Fund in an appropriate title for the
         corresponding account.

3.11     Fund shall credit Insurance Company with the appropriate number of
         shares.

3.12     On each ex-dividend date of the Fund or, if not a Business Day, on the
         first Business Day thereafter, Fund shall communicate to Insurance
         Company the amount of dividend and capital gain, if any, per share of
         each Series. All dividends and capital gains of any Series shall be
         automatically reinvested in additional shares of the relevant Series at
         the applicable net asset value per share of such Series on the payable
         date. Fund shall, on the day after the payable date or, if not a
         Business Day, on the first Business Day thereafter, notify Insurance
         Company of the number of shares so issued.


                                  ARTICLE IV 4.
                                  STATEMENTS AND REPORTS

4.1      Fund shall provide monthly statements of account as of the end of each
         month for all of Insurance Company's accounts by the fifteenth (15th)
         Business Day of the following month.

4.2      Fund shall distribute to Insurance Company copies of the Fund's
         Prospectuses, proxy materials, notices, periodic reports and other
         printed materials (which the Fund customarily provides to its
         shareholders) in quantities as Insurance Company may reasonably request
         for distribution to each Contractholder and Participant.

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

4.4      Insurance Company will provide to the Fund at least one copy of all
         registration statements, Prospectuses, reports, proxy statements, sales
         literature and other promotional materials, applications for
         exemptions, requests for no-action letters, and all amendments to any
         of the above, that relate to the Contracts or the Separate Account,
         contemporaneously with the filing of such document with the Commission.


                                  ARTICLE V 5.
                                  EXPENSES

5.1      The charge to the Fund for all expenses and costs of the Series,
         including but not limited to management fees, administrative expenses
         and legal and regulatory costs, will be made in the determination of
         the relevant Series' daily net asset value per share so as to
         accumulate to an annual charge at the rate set forth in the Fund's
         Prospectus. Excluded from the expense limitation described herein shall
         be brokerage commissions and transaction fees and extraordinary
         expenses.

5.2      Except as provided in this Article V and, in particular in the next
         sentence, Insurance Company shall not be required to pay directly any
         expenses of the Fund or expenses relating to the distribution of its
         shares. Insurance Company shall pay the following expenses or costs:

          a.   Such amount of the production expenses of any Fund materials,
               including the cost of printing the Fund's Prospectus, or
               marketing materials for prospective Insurance Company
               Contractholders and Participants as the Fund's investment adviser
               and Insurance Company shall agree from time to time.

          b.   Distribution expenses of any Fund materials or marketing
               materials for prospective Insurance Company Contractholders and
               Participants.

          c.   Distribution expenses of Fund materials or marketing materials
               for Insurance Company Contractholders and Participants.

          Except as provided herein, all other Fund expenses shall not be borne
          by Insurance Company.
<PAGE>

                                   ARTICLE VI
                                   EXEMPTIVE RELIEF


6.1      Insurance Company has reviewed a copy of the order dated December 1996
         of the Securities and Exchange Commission under Section 6(c) of the Act
         and, in particular, has reviewed the conditions to the relief set forth
         in the related Notice. As set forth therein, Insurance Company agrees
         to report any potential or existing conflicts promptly to the Board,
         and in particular whenever contract voting instructions are
         disregarded, and recognizes that it will be responsible for assisting
         the Board in carrying out its responsibilities under such application.
         Insurance Company agrees to carry out such responsibilities with a view
         to the interests of existing Contractholders.

6.2      If a majority of the Board, or a majority of Disinterested Board
         Members, determines that a material irreconcilable conflict exists with
         regard to Contractholder investments in the Fund, the Board shall give
         prompt notice to all Participating Companies. If the Board determines
         that Insurance Company is responsible for causing or creating said
         conflict, Insurance Company shall at its sole cost and expense, and to
         the extent reasonably practicable (as determined by a majority of the
         Disinterested Board Members), take such action as is necessary to
         remedy or eliminate the irreconcilable material conflict.
         Such necessary action may include, but shall not be limited to:

         a.    Withdrawing the assets allocable to the Separate Account from the
               Series and reinvesting such assets in a different investment
               medium, or submitting the question of whether such segregation
               should be implemented to a vote of all affected Contractholders;
               and/or

         b.    Establishing a new registered management investment company.

6.3      If a material irreconcilable conflict arises as a result of a decision
         by Insurance Company to disregard Contractholder voting instructions
         and said decision represents a minority position or would preclude a
         majority vote by all Contractholders having an interest in the Fund,
         Insurance Company may be required, at the Board's election, to withdraw
         the Separate Account's investment in the Fund.

6.4      For the purpose of this Article, a majority of the Disinterested Board
         Members shall determine whether or not any proposed action adequately
         remedies any irreconcilable material conflict, but in no event will the
         Fund be required to bear the expense of establishing a new funding
         medium for any Contract. Insurance 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
         Contractholders materially adversely affected by the irreconcilable
         material conflict.

6.5      No action by Insurance Company taken or omitted, and no action by the
         Separate Account or the Fund taken or omitted as a result of any act or
         failure to act by Insurance Company pursuant to this Article VI shall
         relieve Insurance Company of its obligations under, or otherwise affect
         the operation of, Article V.


                                 ARTICLE VII 7.
                                 VOTING OF FUND SHARES


7.1      Fund shall provide Insurance Company with copies at no cost to
         Insurance Company, of the Fund's proxy material, reports to
         shareholders and other communications to shareholders in such quantity
         as Insurance Company shall reasonably require for distributing to
         Contractholders or Participants.

         Insurance Company shall:

         (a)   solicit voting instructions from Contractholders or Participants
               on a timely basis and in accordance with applicable law;

         (b)   vote the Series shares in accordance with instructions received
               from Contractholders or Participants; and

         (c)   vote Series shares for which no instructions have been received
               in the same proportion as Series shares for which instructions
               have been received.

         Insurance Company agrees at all times to votes its General Account
         shares in the same proportion as Series shares for which instructions
         have been received from Contractholders or Participants. Insurance
         Company further agrees to be responsible for assuring that voting
         Series shares for the Separate Account is conducted in a manner
         consistent with other Participating Companies.
<PAGE>

7.2      Insurance Company agrees that it shall not, without the prior written
         consent of the Fund and its investment adviser, solicit, induce or
         encourage Contractholders to (a) change or supplement the Fund's
         current investment adviser or (b) change, modify, substitute, add to or
         delete the Fund from the current investment media for the Contracts.


                                 ARTICLE VIII 8.
                                 MARKETING AND REPRESENTATIONS


8.1      The Fund or its underwriter shall periodically furnish Insurance
         Company with the following documents, in quantities as Insurance
         Company may reasonably request:

         a.   Current Prospectus and any supplements thereto;

         b.   other marketing materials.

         Expenses for the production of such documents shall be borne by
         Insurance Company in accordance with Section 5.2 of this Agreement.

8.2      Insurance Company shall designate certain persons or entities which
         shall have the requisite licenses to solicit applications for the sale
         of Contracts. No representation is made as to the number or amount of
         Contracts that are to be sold by Insurance Company. Insurance Company
         shall make reasonable efforts to market the Contracts and shall comply
         with all applicable federal and state laws in connection therewith.

8.3      Insurance Company shall furnish, or shall cause to be furnished, to the
         Fund, each piece of sales literature or other promotional material in
         which the Fund, its investment adviser or the administrator is named,
         at least fifteen Business Days prior to its use. No such material shall
         be used unless the Fund approves such material. Such approval (if
         given) must be in writing and shall be presumed not given if not
         received within ten Business Days after receipt of such material. The
         Fund shall use all reasonable efforts to respond within ten days of
         receipt.

8.4      Insurance Company shall not give any information or make any
         representations or statements on behalf of the Fund or concerning the
         Fund or any Series in connection with the sale of the Contracts other
         than the information or representations contained in the registration
         statement or Prospectus, as may be amended or supplemented from time to
         time, or in reports or proxy statements for the Fund, or in sales
         literature or other promotional material approved by the Fund.

8.5      Fund shall furnish, or shall cause to be furnished, to Insurance
         Company, each piece of the Fund's sales literature or other promotional
         material in which Insurance Company or the Separate Account is named,
         at least fifteen Business Days prior to its use. No such material shall
         be used unless Insurance Company approves such material. Such approval
         (if given) must be in writing and shall be presumed not given if not
         received within ten Business Days after receipt of such material.
         Insurance Company shall use all reasonable efforts to respond within
         ten days of receipt.

8.6      Fund shall not, in connection with the sale of Series shares, give any
         information or make any representations on behalf of Insurance Company
         or concerning Insurance Company, the Separate Account, or the
         Contracts other than the information or representations contained in a
         registration statement or prospectus for the Contracts, as may be
         amended or supplemented from time to time, or in published reports for
         the Separate Account which are in the public domain or approved by
         Insurance Company for distribution to Contractholders or Participants,
         or in sales literature or other promotional material approved by
         Insurance Company.

8.7      For purposes of this Agreement, the phrase "sales literature or other
         promotional material" or words of similar import include, without
         limitation, advertisements (such as material published, or designed for
         use, in a newspaper, magazine or other periodical, radio, television,
         telephone or tape recording, videotape display, signs or billboards,
         motion pictures or other public media), sales literature (such as any
         written communication distributed or made generally available to
         customers or the public, including brochures, circulars, research
         reports, market letters, form letters, seminar texts, or reprints or
         excerpts of any other advertisement, sales literature, or published
         article), educational or training materials or other communications
         distributed or made generally available to some or all agents or
         employees, registration statements, prospectuses, statements of
         additional information, shareholder reports and proxy materials, and
         any other material constituting sales literature or advertising under
         National Association of Securities Dealers, Inc. rules, the Act or the
         1933 Act.
<PAGE>

                                  ARTICLE IX 9.
                                  INDEMNIFICATION


9.1      Insurance Company agrees to indemnify and hold harmless the Fund, its
         investment adviser, any sub-investment adviser of a Series, and their
         affiliates, and each of their directors, trustees, officers, employees,
         agents and each person, if any, who controls or is associated with any
         of the foregoing entities or persons within the meaning of the 1933 Act
         (collectively, the "Indemnified Parties" for purposes of Section 9.1),
         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 the Indemnified Parties may become subject, under the 1933 Act or
         otherwise, insofar as such losses, claims, damages or liabilities (or
         actions in respect to thereof) (i) arise out of or are based upon any
         untrue statement or alleged untrue statement of any material fact
         contained in information furnished by Insurance Company for use in the
         registration statement or Prospectus or sales literature or
         advertisements of the Fund or with respect to the Separate Account or
         Contracts, or arise out of or are based upon the omission or the
         alleged omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading;
         (ii) arise out of or as a result of conduct, statements or
         representations (other than statements or representations contained in
         the Prospectus and sales literature or advertisements of the Fund) of
         Insurance Company or its agents, with respect to the sale and
         distribution of Contracts for which Series shares are an underlying
         investment; (iii) arise out of the wrongful conduct of Insurance
         Company or persons under its control with respect to the sale or
         distribution of the Contracts or Series shares; (iv) arise out of
         Insurance Company's incorrect calculation and/or untimely reporting of
         net purchase or redemption orders; or (v) arise out of any breach by
         Insurance Company of a material term of this Agreement or as a result
         of any failure by Insurance Company to provide the services and furnish
         the materials or to make any payments provided for in this Agreement.
         Insurance Company will reimburse any Indemnified Party in connection
         with investigating or defending any such loss, claim, damage, liability
         or action; provided, however, that with respect to clauses (i) and (ii)
         above Insurance Company will not be liable in any such case to the
         extent that any such loss, claim, damage or liability arises out of or
         is based upon any untrue statement or omission or alleged omission made
         in such registration statement, prospectus, sales literature, or
         advertisement in conformity with written information furnished to
         Insurance Company by the Fund specifically for use therein; and
         provided, further, that Insurance Company shall not be liable for
         special, consequential or incidental damages. This indemnity agreement
         will be in addition to any liability which Insurance Company may
         otherwise have.

9.2      The Fund agrees to indemnify and hold harmless Insurance Company and
         each of its directors, officers, employees, agents and each person, if
         any, who controls Insurance Company within the meaning of the 1933 Act
         against any losses, claims, damages or liabilities (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 Insurance Company or
         any such director, officer, employee, agent or controlling person may
         become subject, under the 1933 Act or otherwise, insofar as such
         losses, claims, damages or liabilities (or actions in respect thereof)
         (1) arise out of or are based upon any untrue statement or alleged
         untrue statement of any material fact contained in the registration
         statement or Prospectus or sales literature or advertisements of the
         Fund; (2) arise out of or are based upon the omission to state in the
         registration statement or Prospectus or sales literature or
         advertisements of the Fund any material fact required to be stated
         therein or necessary to make the statements therein not misleading; (3)
         arise out of or are based upon any untrue statement or alleged untrue
         statement of any material fact contained in the registration statement
         or Prospectus or sales literature or advertisements with respect to the
         Separate Account or the Contracts and such statements were based on
         information provided to Insurance Company by the Fund; or (4) arise out
         of any breach by the Fund of a material term of this Agreement or as a
         result of any failure by the Fund to provide the services and furnish
         the materials or to make any payments provided for in this Agreement;
         and the Fund will reimburse any legal or other expenses reasonably
         incurred by Insurance Company or any such director, officer, employee,
         agent or controlling person in connection with investigating or
         defending any such loss, claim, damage, liability or action; provided,
         however, that the Fund will not be liable in any such case to the
         extent that any such loss, claim, damage or liability arises out of or
         is based upon an untrue statement or omission or alleged omission made
         in such Registration Statement, Prospectus, sales literature or
         advertisements in conformity with written information furnished to the
         Fund by Insurance Company specifically for use therein; and provided,
         further, that the Fund shall not be liable for special, consequential
         or incidental damages. This indemnity agreement will be in addition to
         any liability which the Fund may otherwise have.

9.3      The Fund shall indemnify and hold Insurance Company harmless against
         any and all liability, loss, damages, costs or expenses which Insurance
         Company may incur, suffer or be required to pay due to the Fund's (1)
         incorrect calculation of the daily net asset value, dividend rate or
         capital gain distribution rate of a Series; (2) incorrect reporting of
         the daily net asset value, dividend rate or capital gain distribution
         rate; and (3) untimely reporting of the net asset value, dividend rate
         or capital gain distribution rate; provided that the Fund shall have no
         obligation to indemnify and hold harmless Insurance Company if the
         incorrect calculation or incorrect or untimely reporting was the result
         of incorrect information furnished by Insurance Company or information
         furnished untimely by Insurance Company or otherwise as a result of or
         relating to a breach of this Agreement by Insurance Company; and
         provided, further, that the Fund shall not be liable for special,
         consequential or incidental damages.
<PAGE>

9.4      Promptly after receipt by an indemnified party under this Article of
         notice of the commencement of any action, such indemnified party will,
         if a claim in respect thereof is to be made against the indemnifying
         party under this Article, notify the indemnifying party of the
         commencement thereof. The omission to so notify the indemnifying party
         will not relieve the indemnifying party 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. In
         case any such action is brought against any indemnified party, and it
         notified the indemnifying party of the commencement thereof, the
         indemnifying party will be entitled to participate therein and, to the
         extent that it may wish, assume the defense thereof, with counsel
         reasonably satisfactory to such indemnified party, and to the extent
         that the indemnifying party has given notice to such effect to the
         indemnified party and is performing its obligations under this Article,
         the indemnifying party shall not be liable for any legal or other
         expenses subsequently incurred by such indemnified party in connection
         with the defense thereof, other than reasonable costs of investigation.
         Notwithstanding the foregoing, 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)
         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.

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

9.5      Insurance Company shall indemnify and hold the Fund, its investment
         adviser and any sub-investment adviser of a Series harmless against any
         tax liability incurred by the Fund under Section 851 of the Code
         arising from purchases or redemptions by Insurance Company's General
         Accounts or the account of its affiliates.


                                  ARTICLE X 10.
                                  COMMENCEMENT AND TERMINATION


10.1     This Agreement shall be effective as of the date hereof and shall
         continue in force until terminated in accordance with the provisions
         herein.

10.2     This Agreement shall terminate without penalty as to one or more Series
         at the option of the terminating party:

         a.    At the option of Insurance Company or the Fund at any time from
               the date hereof upon 180 days' notice, unless a shorter time is
               agreed to by the parties;

         b.    At the option of Insurance Company, if shares of any Series are
               not reasonably available to meet the requirements of the
               Contracts as determined by Insurance Company. Prompt notice of
               election to terminate shall be furnished by Insurance Company,
               said termination to be effective ten days after receipt of notice
               unless the Fund makes available a sufficient number of shares to
               meet the requirements of the Contracts within said ten-day
               period;

         c.    At the option of Insurance Company, upon the institution of
               formal proceedings against the Fund by the Commission, National
               Association of Securities Dealers or any other regulatory body,
               the expected or anticipated ruling, judgment or outcome of which
               would, in Insurance Company's reasonable judgment, materially
               impair the Fund's ability to meet and perform the Fund's
               obligations and duties hereunder. Prompt notice of election to
               terminate shall be furnished by Insurance Company with said
               termination to be effective upon receipt of notice;

         d.    At the option of the Fund, upon the institution of formal
               proceedings against Insurance Company by the Commission, National
               Association of Securities Dealers or any other regulatory body,
               the expected or anticipated ruling, judgment or outcome of which
               would, in the Fund's reasonable judgment, materially impair
               Insurance Company's ability to meet and perform Insurance
               Company's obligations and duties hereunder. Prompt notice of
               election to terminate shall be furnished by the Fund with said
               termination to be effective upon receipt of notice;

         e.    At the option of the Fund, if the Fund shall determine, in its
               sole judgment reasonably exercised in good faith, that Insurance
               Company has suffered a material adverse change in its business or
               financial condition or is the subject of material adverse
               publicity and such material adverse change or material adverse
               publicity is likely to have a material adverse impact upon the
               business and operation of the Fund or its investment adviser, the
               Fund shall notify Insurance Company in writing of such
               determination and its intent to terminate this Agreement, and
               after considering the actions
<PAGE>

               taken by Insurance Company and any other changes in circumstances
               since the giving of such notice, such determination of the Fund
               shall continue to apply on the sixtieth (60th) day following the
               giving of such notice, which sixtieth day shall be the effective
               date of termination;

         f.    At the option of Insurance Company, if Insurance Company shall
               determine, in its sole judgment reasonably exercised in good
               faith, that the Fund has suffered a material adverse change in
               its business or financial condition or is the subject of material
               adverse publicity and such material adverse change or material
               adverse publicity is likely to have a material adverse impact
               upon the business and operation of Insurance Company, Insurance
               Company shall notify the Fund in writing of such determination
               and its intent to terminate this Agreement, and after considering
               the actions taken by the Fund and any other changes in
               circumstances since the giving of such notice, such determination
               of Insurance Company shall continue to apply on the sixtieth
               (60th) day following the giving of such notice, which sixtieth
               day shall be the effective date of termination;

         g.    Upon termination of the Investment Advisory Agreement between the
               Fund and its investment adviser or its successors unless
               Insurance Company specifically approves the selection of a new
               Fund investment adviser. The Fund shall promptly furnish notice
               of such termination to Insurance Company;

         h.    In the event the Fund's shares are not registered, issued or sold
               in accordance with applicable federal law, or such law precludes
               the use of such shares as the underlying investment medium of
               Contracts issued or to be issued by Insurance Company.
               Termination shall be effective immediately upon such occurrence
               without notice;

         i.    At the option of the Fund upon a determination by the Board in
               good faith that it is no longer advisable and in the best
               interests of shareholders for the Fund to continue to operate
               pursuant to this Agreement. Termination pursuant to this
               Subsection (h) shall be effective upon notice by the Fund to
               Insurance Company of such termination;

         j.    At the option of the Fund if the Contracts cease to qualify as
               annuity contracts or life insurance policies, as applicable,
               under the Code, or if the Fund reasonably believes that the
               Contracts may fail to so qualify;

         k.    At the option of either party to this Agreement, upon another
               party's breach of any material provision of this Agreement;

         l.    At the option of the Fund, if the Contracts are not registered,
               issued or sold in accordance with applicable federal and/or state
               law; or

         m.    Upon assignment of this Agreement, unless made with the written
               consent of the non-assigning party.

         Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2g or
         10.2l herein shall not affect the operation of Article V of this
         Agreement. Any termination of this Agreement shall not affect the
         operation of Article IX of this Agreement.

10.3     Notwithstanding any termination of this Agreement pursuant to Section
         10.2 hereof, the Fund and its investment adviser may, at the option of
         the Insurance Company, continue to make available additional Series
         shares pursuant to the terms and conditions of this Agreement for all
         Contracts in effect on the effective date of termination of this
         Agreement (hereinafter referred to as "Existing Contracts").
         Specifically, without limitation, based on instructions from the owners
         of the Existing Contracts or Insurance Company, whichever shall have
         legal authority to do so, shall be permitted to reallocate investments
         in the Series, redeem investments in the Fund and/or invest in the Fund
         upon the making of additional purchase payments under the Existing
         Contracts. If Series shares continue to be made available after a
         termination of this Agreement pursuant to Section 10.2, the provisions
         of this Agreement shall remain in effect and thereafter either the Fund
         or Insurance Company may terminate the Agreement, as so continued
         pursuant to this Section 10.3, upon prior written notice to the other
         party, such notice to be for a period that is reasonable under the
         circumstances but, if given by the Fund, need not be longer than the
         greater of (i) six months or (ii) the period required by Insurance
         Company to obtain any necessary approval from the Commission or any
         state insurance regulatory authority provided that Insurance Company
         makes a reasonable good faith effort to obtain such approvals in a
         reasonable period of time.


                                 ARTICLE XI 11.
                                 AMENDMENTS

11.1     Any other changes in the terms of this Agreement shall be made by
         agreement in writing between Insurance Company and Fund.
<PAGE>

                                 ARTICLE XII 12.
                                 NOTICE

12.1     Each notice required by this Agreement shall be given by certified
         mail, return receipt requested, to the appropriate parties at the
         following addresses:

                                 Insurance Company:






                                 Fund:

                                 J.P. Morgan Series Trust II
                                 c/o Morgan Guaranty Trust Company
                                 522 Fifth Avenue
                                 New York, New York  10036
                                 Attention:  Kathleen H. Tripp



         Notice shall be deemed to be given on the date of receipt by the
         addresses as evidenced by the return receipt.


                                ARTICLE XIII 13.
                                MISCELLANEOUS

13.1     This Agreement has been executed on behalf of the Fund by the
         undersigned officer of the Fund in his capacity as an officer of the
         Fund. The obligations of this Agreement shall only be binding upon the
         assets and property of the Fund and shall not be binding upon any
         Trustee, officer or shareholder of the Fund individually.



                                 ARTICLE XIV 14.
                                 LAW

14.1     This Agreement shall be construed in accordance with the internal laws
         of the State of New York, without giving effect to principles of
         conflict of laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be duly
executed and attested as of the date first above written.

                                 INSURANCE COMPANY



                                 By:_______________________________

                                 Its:______________________________


                                 J.P.MORGAN SERIES TRUST II




                                 By:_______________________________

                                 Its:______________________________

<PAGE>

                                   SCHEDULE 1


Name of Series

All current and future Series of J.P. Morgan Series Trust II