PARTICIPATION AGREEMENT

                                  BY AND AMONG

                   FIRST AMERICAN INSURANCE PORTFOLIOS, INC.,

               U.S. BANCORP PIPER JAFFRAY ASSET MANAGEMENT, INC.,

                                       AND

                      SAGE LIFE ASSURANCE OF AMERICA, INC.,
                             ON BEHALF OF ITSELF AND
                             ITS SEPARATE ACCOUNTS.


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

DESCRIPTION                                                                                        PAGE
<S>             <C>                                                                               <C>
Section 1.      Available Funds                                                                      2
                1.1     Availability                                                                 2
                1.2     Addition, Deletion or Modification of Funds                                  2
                1.3     No Sales to the General Public                                               2
Section 2.      Processing Transactions                                                              2
                2.1     Timely Pricing and Orders                                                    2
                2.2     Timely Payments                                                              3
                2.3     Applicable Price                                                             4
                2.4     Dividends and Distributions                                                  4
                2.5     Book Entry                                                                   4
Section 3.      Costs and Expenses                                                                   4
                3.1     General                                                                      4
                3.2     Registration                                                                 5
                3.3     Other (Non-Sales-Related)                                                    5
                3.4     Parties To Cooperate                                                         6
Section 4.      Legal Compliance                                                                     6
                4.1     Tax Laws                                                                     6
                4.2     Insurance and Certain Other Laws                                             7
                4.3     Securities Laws                                                              8
                4.4     Notice of Certain Proceedings and Other Circumstances                        9
                4.5     Company To Provide Documents; Information About FAIP                        10
                4.6     FAIP To Provide Documents; Information About   Company                      11
Section 5.      Mixed and Shared Funding                                                            12
                5.1     General                                                                     12
                5.2     Disinterested Directors                                                     12
                5.3     Monitoring for Material Irreconcilable Conflicts                            13
                5.4     Conflict Remedies                                                           13
                5.5     Notice to Company                                                           15
                5.6     Information Requested by Board of Directors                                 15
                5.7     Compliance with SEC Rules                                                   15
                5.8     Other Requirements                                                          15
Section 6.      Termination                                                                         15
                6.1     Events of Termination                                                       16
                6.2     Notice Requirement for Termination                                          17
                6.3     Funds To Remain Available                                                   17
                6.4     Survival of Warranties and Indemnifications                                 18
                6.5     Continuance of Agreement for Certain Purposes                               18
Section 7.      Parties To Cooperate Respecting Termination                                         18
Section 8.      Assignment                                                                          18
Section 9.      Notices                                                                             18
Section 10.     Voting Procedures                                                                   19
Section 11.     Foreign Tax Credits                                                                 20
Section 12.     Indemnification                                                                     20
                12.1    Of FAIP and the Advisor by Company                                          20
                12.2    Of Company by FAIP and Advisor                                              22
                12.3    Effect of Notice                                                            25
                12.4    Successors                                                                  25
Section 13.     Applicable Law                                                                      25
Section 14.     Execution in Counterparts                                                           25
Section 15.     Severability                                                                        25
Section 16.     Rights Cumulative                                                                   26
Section 17.     Headings                                                                            26
Section 18.     Confidentiality                                                                     26
Section 19.     Parties to Cooperate                                                                27
Section 20.     Amendments                                                                          27
 SEE SECTION 8, ABOVE
</TABLE>


<PAGE>


                             PARTICIPATION AGREEMENT

     THIS  AGREEMENT,  made and entered  into as of the _____ day of  _________,
2001 ("Agreement"),  by and among First American Insurance  Portfolios,  Inc., a
Minnesota  corporation  ("FAIP");  U.S. Bancorp Piper Jaffray Asset  Management,
Inc., a Delaware  corporation  organized and existing under the laws of Delaware
(the  "Advisor");  and Sage Life  Assurance of America,  Inc.,  a Delaware  life
insurance  company  ("Company"),  on behalf of itself and each of its segregated
asset accounts listed in Schedule A hereto, as the parties hereto may amend said
Schedule  A from  time  to time  (each,  an  "Account,"  and  collectively,  the
"Accounts") (collectively, the "Parties").


WITNESSETH THAT:

     WHEREAS,  FAIP is registered  with the Securities  and Exchange  Commission
("SEC")  as an  open-end  management  investment  company  under the  Investment
Company Act of 1940, as amended (the "1940 Act"); and

     WHEREAS, FAIP currently consists of five separate series ("Series"), shares
("Shares") of each of which are registered  under the Securities Act of 1933, as
amended  (the "1933  Act") and may be sold to one or more  separate  accounts of
life insurance  companies to fund benefits under variable annuity  contracts and
variable life insurance contracts; and

     WHEREAS,  FAIP will make Shares of each Series  listed on Schedule A hereto
as the  Parties  hereto  may amend  said  Schedule  A from time to time  (each a
"Fund";  reference  herein to "Fund"  includes  reference  to each Fund,  to the
extent the context requires) available for purchase by the Accounts; and

     WHEREAS,  the  Advisor  is  an  investment  advisor  registered  under  the
Investment Advisers Act of 1940; and

     WHEREAS,  Company will be the issuer of certain variable annuity  contracts
and variable life insurance  contracts  ("Contracts") as set forth on Schedule A
hereto, as the Parties hereto may amend said Schedule A from time to time, which
Contracts, if required by applicable law, will be registered under the 1933 Act;
and

     WHEREAS,  Company will fund the  Contracts  through the  Accounts,  each of
which may be  divided  into two or more  subaccounts  ("Subaccounts";  reference
herein to an  "Account"  includes  reference to each  Subaccount  thereof to the
extent the context requires); and

     WHEREAS, Company will serve as the depositor of the Accounts, each of which
is registered as a unit investment trust  investment  company under the 1940 Act
(or exempt  therefrom),  and the security  interests  deemed to be issued by the
Accounts under the Contracts will be registered as securities under the 1933 Act
(or exempt therefrom); and

     WHEREAS,  to  the  extent  permitted  by  applicable   insurance  laws  and
regulations,  Company  intends to purchase Shares in one or more of the Funds on
behalf of the Accounts to fund the Contracts.

     NOW,  THEREFORE,  in  consideration  of the mutual  benefits  and  promises
contained herein, the Parties hereto agree as follows:

                           SECTION 1. AVAILABLE FUNDS

1.1      AVAILABILITY.

     FAIP will make Shares of each Fund  available  to Company for  purchase and
redemption  on  behalf  of the  Accounts  at net  asset  value and with no sales
charges,  subject to the terms and  conditions of this  Agreement.  The Board of
Directors  of FAIP may  refuse  to sell  Shares  of any Fund to any  person,  or
suspend  or  terminate  the  offering  of Shares  of any Fund if such  action is
required by law or by regulatory  authorities having  jurisdiction or if, in the
sole  discretion of the Board of Directors  acting in good faith and in light of
their fiduciary  duties under federal and any applicable state laws, such action
is deemed in the best interests of the shareholders of such Fund.

1.2      ADDITION, DELETION OR MODIFICATION OF FUNDS.

     The  Parties  hereto may agree,  from time to time,  to add other  Funds to
provide additional funding media for the Contracts,  or to delete,  combine,  or
modify  existing Funds,  by amending  Schedule A hereto.  Upon such amendment to
Schedule  A, any  applicable  reference  to a Fund or its  Shares  herein  shall
include a reference  to any such  additional  Fund.  Schedule A, as amended from
time to time, is incorporated herein by reference and is a part hereof.

     In the event FAIP intends to terminate the existence of a Fund, the Advisor
shall be liable for the payment of all expenses  incurred in connection with any
fund  substitution  undertaken  by the Company as a result of such  termination.
Such  expenses  shall  include  but not be  limited  to  legal,  accounting  and
brokerage costs.

1.3      NO SALES TO THE GENERAL PUBLIC.

     FAIP represents and warrants that Shares of the Funds have been and will be
sold only to variable  annuity  separate  accounts and variable  life  insurance
separate  accounts  of  participating  insurance  companies  for the  purpose of
funding  variable annuity  contracts or variable life insurance  policies and no
Shares  of  the  Funds  have  been  or  will  be  sold  to the  general  public.
Notwithstanding this, under Treas. Reg. 1.817-5(f)(3)(ii), shares may be held by
the Advisor in connection  with the creation of FAIP (or by a person  related to
the Advisor in a manner specified in Section 267(d) of the Code).

                       SECTION 2. PROCESSING TRANSACTIONS

2.1      TIMELY PRICING AND ORDERS.

(a)  FAIP or its designated  agent will use its best efforts to provide  Company
     with the net asset value per Share for each Fund by 5:00 p.m.  Central Time
     on each Business Day. As used herein,  "Business Day" shall mean any day on
     which (i) the New York Stock Exchange is open for regular trading, and (ii)
     on which FAIP  calculates  the Fund's net asset value pursuant to the rules
     of the SEC.

(b)  Company  will use the data  provided by FAIP each  Business Day pursuant to
     paragraph  (a)  immediately  above to calculate  Account unit values and to
     process  transactions  that receive that same  Business  Day's Account unit
     values. Company will perform such Account processing the same Business Day,
     and will place corresponding  orders to purchase or redeem Shares with FAIP
     by 9:00 a.m. Central Time the following  Business Day;  provided,  however,
     that FAIP shall provide  additional  time to Company in the event that FAIP
     is unable to meet the 5:00 p.m.  time stated in paragraph  (a)  immediately
     above.  Such additional time shall be no more than the additional time that
     FAIP took to make the net asset values available to Company.

(c)  With respect to payment of the purchase  price by Company and of redemption
     proceeds by FAIP, Company and FAIP shall net purchase and redemption orders
     with respect to each Fund and shall  transmit one total net payment for all
     Funds in accordance with Section 2.2, below.

(d)  If FAIP provides materially incorrect Share net asset value information (as
     determined  under SEC  guidelines  and the net asset value error  policy as
     approved by the Board of Directors of FAIP),  Company  shall be entitled to
     an adjustment to the number of Shares  purchased or redeemed to reflect the
     correct net asset value per Share. Any material error in the calculation or
     reporting  of  net  asset  value  per  Share,   dividend  or  capital  gain
     information  shall be reported  promptly upon  discovery to Company.  If an
     Account, due to such error has received amounts in excess of the amounts to
     which it is entitled,  the Company,  when requested by FAIP or the Advisor,
     shall make  adjustments  to the Account to reflect the change in the values
     of the Shares as  reflected  in the unit  values of the  affected  contract
     owners who still have values in the Funds.  The Advisor shall be liable for
     the reasonable  administrative costs incurred by the Company in relation to
     the correction of any material  error.  Administrative  costs shall include
     reasonable  allocation of staff time,  costs of outside service  providers,
     printing and postage.

2.2      TIMELY PAYMENTS.

     Company will wire payment in federal funds for net purchases to a custodial
account  designated  by Fund by 1:00  p.m.  Central  Time on the same day as the
order for Shares is placed,  to the extent  practicable.  FAIP will wire payment
for net redemptions in federal funds to an account designated by Company by 1:00
p.m.  Central Time on the same day as the order is placed.  Notwithstanding  the
foregoing,  if the  payment of  redemption  proceeds  would  require the Fund to
dispose of portfolio securities or otherwise incur substantial additional costs,
and if the  Fund  has  determined  to  settle  redemption  transactions  for all
shareholders on a delayed basis,  proceeds in federal funds shall be wired after
the date the order is placed,  but in any event within  three (3) calendar  days
after the date the order is placed in order to enable  Company to pay redemption
proceeds  within the time  specified  in  Section  22(e) of the 1940 Act or such
shorter period of time as may be required by law.

2.3      APPLICABLE PRICE.

(a)  Share  purchase  payments and  redemption  orders that result from purchase
     payments,   premium   payments,   surrenders  and  all  other   Participant
     transactions under Contracts  (collectively,  "Contract transactions") that
     Company  receives  prior to the close of  regular  trading  on the New York
     Stock  Exchange on a Business  Day will be executed at the net asset values
     of the  appropriate  Funds  next  computed  after  receipt  by  Fund or its
     designated  agent of the  orders.  For  purposes  of this  Section  2.3(a),
     Company  shall  be the  designated  agent  of FAIP for  receipt  of  orders
     relating to Contract  transactions on each Business Day and receipt by such
     designated  agent  shall  constitute  receipt by FAIP,  provided  that FAIP
     receives  notice  of such  orders  by 9:00  a.m.  Central  Time on the next
     following  Business Day, or such later time as computed in accordance  with
     Section 2.1(b) hereof.

(b)  Share  purchases  and  redemptions  by  Company  not  received  by  FAIP in
     accordance  with Section 2.3(a)  hereof,  will be effected at the net asset
     values of the appropriate  Funds next computed after receipt by FAIP of the
     order therefor, and such orders will be irrevocable.

2.4      DIVIDENDS AND DISTRIBUTIONS.

     FAIP  will  furnish  notice  by  wire or  telephone  (followed  by  written
confirmation) on or prior to the payment date to Company of any income dividends
or capital gain distributions  payable on the Shares of any Fund. Company hereby
elects to reinvest all dividends and capital gains  distributions  in additional
Shares of the corresponding  Fund at the ex-dividend date net asset values until
Company otherwise notifies FAIP in writing,  it being agreed by the Parties that
the  ex-dividend  date and the  payment  date with  respect to any  dividend  or
distribution will be the same business day. Company reserves the right to revoke
this  election  and to  receive  all such  income  dividends  and  capital  gain
distributions in cash.

2.5      BOOK ENTRY.

     Issuance  and  transfer of FAIP  Shares  will be by book entry only.  Stock
certificates  will not be issued to Company.  Shares  ordered  from FAIP will be
recorded in an appropriate title for Company, on behalf of its Account.

                          SECTION 3. COSTS AND EXPENSES

3.1      GENERAL.

     Except as otherwise  specifically provided herein, each Party will bear all
expenses incident to its performance under this Agreement.

3.2      REGISTRATION.

(a)  FAIP  will  bear the cost of its  registering  as a  management  investment
     company under the 1940 Act and  registering  its Shares under the 1933 Act,
     and keeping such registrations  current and effective;  including,  without
     limitation,  the  preparation of and filing with the SEC of Forms N-SAR and
     Rule 24f-2  Notices  with respect to FAIP and its Shares and, to the extent
     required,  payment  of all  applicable  registration  or  filing  fees with
     respect to any of the foregoing.

(b)  Company will bear the cost of  registering,  to the extent  required,  each
     Account as a unit investment trust under the 1940 Act and registering units
     of  interest  under  the  Contracts  under  the 1933 Act and  keeping  such
     registrations  current and effective;  including,  without limitation,  the
     preparation  and filing with the SEC of Forms N-SAR and Rule 24f-2  Notices
     with  respect to each  Account and its units of interest and payment of all
     applicable  registration  or  filing  fees  with  respect  to  any  of  the
     foregoing.

3.3      OTHER (NON-SALES-RELATED).

(a)  FAIP will provide  camera-ready film or computer  diskettes  containing the
     Funds'  prospectus,   statement  of  additional  information,   reports  to
     shareholders and, as required,  other  communications to shareholders,  for
     Company  to print and  distribute  to  prospective  and  existing  Contract
     owners.

         (i)      The Company, at its expense, will print and deliver
                  prospectuses, statements of additional information,
                  reports to shareholders, and other shareholder
                  communications to prospective and existing Contract
                  owners; and

        (ii)      The Company may elect upon 10 (ten) days notice that,
                  in lieu of camera-ready film or computer diskettes
                  containing the Funds' prospectus, statement of
                  additional information, reports to shareholders or
                  other communications to shareholders, that FAIP will
                  provide, at Fund's expense, as many printed copies of
                  such shareholder information as Company may
                  reasonably request to deliver, at Company's expense,
                  to prospective and existing Contract owners. The
                  Company will be liable for the expense for
                  prospective Contract owners.

(b)  The  Company  may elect to print  prospectuses,  statements  of  additional
     information  and reports to  shareholders  in  combination  with other fund
     companies' prospectuses, statements of additional information, and reports.
     In such event,  the expenses of such printing will be  apportioned  between
     the Company and FAIP in  proportion to the number of pages of the Contract,
     other fund prospectuses and the Funds  Prospectus,  taking account of other
     relevant  factors  affecting  the  expense  of  printing,  such as  covers,
     columns,  graphs and  charts;  the Funds to bear the cost of  printing  the
     Fund's prospectus  portion of such document for distribution only to owners
     of  existing  Contracts  funded by the Funds  and the  Company  to bear the
     expense of printing the portion of such documents  relating to the Account;
     provided,  however,  the Company  shall bear all printing  expenses of such
     combined documents where used for distribution to prospective purchasers or
     to owners of existing contracts not invested in the Fund.

(c)  FAIP, at its expense,  will provide the Company with as many printed copies
     of its proxy  solicitations  as may be  required  to  deliver  to  existing
     Contract  owners.  The Company,  at FAIP's expense,  will distribute  proxy
     materials in accordance with the procedures set forth in Section 10 hereof.

(d)  Unregistered  separate  accounts subject to the Employee  Retirement Income
     Security Act of 1974 ("ERISA") will refrain from voting shares for which no
     instructions are received if such shares are held subject to the provisions
     of ERISA.

3.4      PARTIES TO COOPERATE.

     Each Party agrees to cooperate with the others, as applicable, in arranging
to print,  mail and/or  deliver,  in a timely  manner,  combined or  coordinated
prospectuses or other materials of FAIP and the Accounts.

                           SECTION 4. LEGAL COMPLIANCE

4.1      TAX LAWS.

(a)  FAIP and the Advisor  represent and warrant (i) that each Fund is currently
     qualified as a regulated  investment  company ("RIC") under Subchapter M of
     the Internal  Revenue Code of 1986, as amended (the "Code"),  and (ii) that
     they  will  maintain  qualification  of each  Fund as a RIC.  FAIP  and the
     Advisor will notify 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.

(b)  FAIP and the Advisor  represent and warrant  that, at all times,  each Fund
     will  comply  with the  diversification  requirements  set forth in Section
     817(h) of the Code and  Section  1.817-5(b)  of the  regulations  under the
     Code.  FAIP and the Advisor will notify Company  immediately  upon having a
     reasonable  basis for believing that a Fund has ceased to so comply or that
     a Fund  might not so comply in the  future.  In the event a Fund  ceases to
     comply,  FAIP and the Advisor will take all reasonable  steps to adequately
     diversify  the Fund so as to achieve  compliance  within  the grace  period
     afforded by Section 1.817-5 of the regulations under the Code.

(c)  The Parties  hereto  agree that if the  Internal  Revenue  Service  ("IRS")
     asserts,  in connection with any  governmental  audit or review of Company,
     FAIP  or the  Advisor,  that  any  Fund  has  failed  to  comply  with  the
     diversification  requirements  of  Section  817(h) of the Code and  Section
     1.817-5(b)  of the  regulations  under  the Code,  or if a Party  otherwise
     becomes  aware of any facts  that  could  give  rise to any  claim  against
     Company, FAIP or the Advisor as a result of such failure or alleged failure
     to comply with these requirements:

(i)  Such  Party  shall  promptly  notify the other  Parties  of such  potential
     claims;

(ii) The  Parties  shall  consult  with  each  other as to how to  minimize  any
     liability  that may arise as a result of such  failure or alleged  failure;
     and

(iii)The Parties  shall provide each other with  reasonable  access to books and
     records related to any such failure or alleged  failure,  and shall provide
     any written  materials  provided to the IRS associated with any proceedings
     arising out of any such failure or alleged failure.

(d)  Company represents and warrants that the Contracts,  upon issuance, will be
     treated as annuity  contracts or life insurance  contracts under applicable
     provisions of the Code and that it will maintain  such  treatment.  Company
     will notify FAIP  immediately  upon having a reasonable basis for believing
     that any of the Contracts have ceased to be treated as annuity contracts or
     life insurance  contracts under  applicable  provisions of the Code or that
     they might not be so treated in the future.

(e)  Company  represents  and warrants that each Account is a "segregated  asset
     account" and that interests in each Account are offered exclusively through
     the purchase of or transfer into a "variable  contract," within the meaning
     of such terms under Section 817 of the Code and the regulations thereunder.
     Company will notify FAIP  immediately  upon having a  reasonable  basis for
     believing that such  requirements  have ceased to be met or that they might
     not be met in the future.

4.2      INSURANCE AND CERTAIN OTHER LAWS.

(a)  FAIP will comply with any applicable  state  insurance laws or regulations,
     to the extent specifically requested in writing by Company,  including, the
     furnishing  of  information  not  otherwise  available to Company  which is
     required by state  insurance law to enable  Company to obtain the authority
     needed to issue the Contracts in any applicable state.

(b)  Company  represents  and warrants that (i) it is an insurance  company duly
     organized,  validly  existing  and in good  standing  under the laws of the
     State of Delaware and has full corporate  power,  authority and legal right
     to execute,  deliver and perform its duties and comply with its obligations
     under this  Agreement,  (ii) it has  legally and  validly  established  and
     maintains  each  Account  as a  segregated  asset  account  under  Delaware
     Insurance  Law and the  regulations  thereunder,  and (iii)  the  Contracts
     comply in all material respects with all other applicable federal and state
     laws and regulations.

(c)  FAIP and the Advisor  represent and warrant that FAIP is a corporation duly
     organized,  validly  existing,  and in good standing  under the laws of the
     State of  Minnesota  and has full  power,  authority,  and  legal  right to
     execute,  deliver,  and perform its duties and comply with its  obligations
     under this Agreement.

4.3      SECURITIES LAWS.

(a)  Company represents and warrants that (i) interests in each Account pursuant
     to the  Contracts  will be  registered  under  the 1933  Act to the  extent
     required by the 1933 Act, (ii) the Contracts  will be duly  authorized  for
     issuance and sold in compliance with all applicable federal and state laws,
     including, without limitation, the 1933 Act, the 1934 Act, the 1940 Act and
     Delaware law,  (iii) each Account is and will remain  registered  under the
     1940 Act, to the extent  required by the 1940 Act,  (iv) each  Account does
     and will comply in all material  respects with the requirements of the 1940
     Act and the rules  thereunder,  to the extent required,  (v) each Account's
     1933 Act registration  statement  relating to the Contracts,  together with
     any amendments  thereto,  will at all times comply in all material respects
     with  the  requirements  of the  1933 Act and the  rules  thereunder,  (vi)
     Company will amend the  registration  statement for its Contracts under the
     1933 Act and for its  Accounts  under  the  1940  Act from  time to time as
     required in order to effect the continuous  offering of its Contracts or as
     may  otherwise  be  required  by  applicable  law,  and (vii) each  Account
     Prospectus  will at all times  comply  in all  material  respects  with the
     requirements of the 1933 Act and the rules thereunder.

(b)  Company will at its expense  register and qualify the Contracts for sale in
     accordance  with the laws of any state or other  jurisdiction if and to the
     extent reasonably deemed advisable by Company.

(c)  FAIP  represents  and  warrants  that  (i)  Shares  sold  pursuant  to this
     Agreement will be registered  under the 1933 Act to the extent  required by
     the 1933 Act and duly  authorized for issuance and sold in compliance  with
     Minnesota law, (ii) FAIP is and will remain  registered  under the 1940 Act
     to the  extent  required  by the  1940  Act,  (iii)  FAIP  will  amend  the
     registration  statement  for its Shares under the 1933 Act and itself under
     the  1940  Act  from  time to time as  required  in  order  to  effect  the
     continuous  offering of its  Shares,  (iv) FAIP does and will comply in all
     material  respects  with the  requirements  of the  1940 Act and the  rules
     thereunder,  (v) FAIP's 1933 Act registration statement,  together with any
     amendments thereto,  will at all times comply in all material respects with
     the  requirements  of the 1933 Act and rules  thereunder,  and (vi)  FAIP's
     Prospectus  will at all times  comply  in all  material  respects  with the
     requirements of the 1933 Act and the rules thereunder.

(d)  FAIP will at its  expense  register  and  qualify  its  Shares  for sale in
     accordance  with the laws of any state or other  jurisdiction if and to the
     extent reasonably deemed advisable by FAIP.

(e)  FAIP has adopted a distribution plan pursuant to Rule 12b-1 of the 1940 Act
     for its Class IB shares.  FAIP shall fully  disclose  in each  Fund/FAIP(?)
     prospectus any fees paid or to be paid by the relevant Funds.

(f)  FAIP  represents  and  warrants  that  all  of  its  directors,   officers,
     employees,  investment  advisers,  and  other  individuals/entities  having
     access to the Funds and/or  securities  of the Funds are and continue to be
     at all times covered by a blanket fidelity bond or similar coverage for the
     benefit of the Funds in an amount  not less than the  minimal  coverage  as
     required currently by Rule 17g-(1) of the 1940 Act or related provisions as
     may be promulgated from time to time. The aforesaid bond includes  coverage
     for larceny and embezzlement and is issued by a reputable bonding company.

4.4      NOTICE OF CERTAIN PROCEEDINGS AND OTHER CIRCUMSTANCES.

(a)  FAIP will  immediately  notify  Company of (i) the issuance by any court or
     regulatory body of any stop order, cease and desist order, or other similar
     order with respect to FAIP's  registration  statement under the 1933 Act or
     FAIP  Prospectus,  (ii) any  request by the SEC for any  amendment  to such
     registration  statement or Fund  Prospectus that may affect the offering of
     Shares of FAIP, (iii) the initiation of any proceedings for that purpose or
     for any other purpose  relating to the  registration  or offering of FAIP's
     Shares,  or (iv) any other  action or  circumstances  that may  prevent the
     lawful  offer or sale of Shares  of any Fund in any state or  jurisdiction,
     including,  without limitation,  any circumstances 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 of the Contracts
     issued or to be issued by Company.  FAIP will make every reasonable  effort
     to prevent the issuance,  with respect to any Fund, 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)  Company  will  immediately  notify FAIP of (i) the issuance by any court or
     regulatory body of any stop order, cease and desist order, or other similar
     order with respect to each Account's  registration statement under the 1933
     Act relating to the Contracts or each Account Prospectus,  (ii) any request
     by the SEC for any  amendment  to such  registration  statement  or Account
     Prospectus  that may  affect  the  offering  of Shares  of FAIP,  (iii) the
     initiation  of any  proceedings  for that purpose or for any other  purpose
     relating  to the  registration  or  offering  of each  Account's  interests
     pursuant to the Contracts,  or (iv) any other action or circumstances  that
     may  prevent  the lawful  offer or sale of said  interests  in any state or
     jurisdiction,  including,  without  limitation,  any circumstances in which
     said interests are not registered and, in all material respects, issued and
     sold in accordance with applicable state and federal law. 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.

4.5      COMPANY TO PROVIDE DOCUMENTS; INFORMATION ABOUT FAIP.

(a)  Company  will  provide  to FAIP or its  designated  agent at least  one (1)
     complete copy of all SEC  registration  statements,  Account  Prospectuses,
     reports,   any  preliminary  and  final  voting  instruction   solicitation
     material,  applications for exemptions, requests for no-action letters, and
     all  amendments  to any of the above,  that  relate to each  Account or the
     Contracts,  contemporaneously with the filing of such document with the SEC
     or other regulatory authorities.

(b)  Company  will  provide  to FAIP or its  designated  agent at least  one (1)
     complete  copy of each  piece of  sales  literature  or  other  promotional
     material in which FAIP or any of its affiliates is named,  at least fifteen
     (15) Business  Days prior to its use or such shorter  period as the Parties
     hereto may, from time to time,  agree upon. No such material  shall be used
     if FAIP or its  designated  agent  objects  to such  use  within  ten  (10)
     Business Days after receipt of such material or such shorter  period as the
     Parties hereto may, from time to time, agree upon.

(c)  Neither  Company nor any of its  affiliates,  will give any  information or
     make any  representations  or statements on behalf of or concerning FAIP or
     its affiliates in connection  with the sale of the Contracts other than (i)
     the information or representations contained in the registration statement,
     including the FAIP Prospectus  contained  therein,  relating to Shares,  as
     such registration statement and FAIP Prospectus may be amended from time to
     time; or (ii) in reports or proxy materials for FAIP; or (iii) in published
     reports  for FAIP that are in the public  domain and  approved  by FAIP for
     distribution;  or (iv) in sales  literature or other  promotional  material
     approved by FAIP, except with the express written permission of FAIP.

(d)  Company shall adopt and implement procedures  reasonably designed to ensure
     that  information  concerning  FAIP and its affiliates that is intended for
     use only by brokers or agents selling the Contracts (i.e., information that
     is not intended for distribution to Participants) ("broker only materials")
     is so used, and neither FAIP nor any of its affiliates  shall be liable for
     any losses, damages or expenses relating to the improper use of such broker
     only materials.

(e)  For the purposes of this Section 4.5, the phrase "sales literature or other
     promotional material" includes, but is not limited to, 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,
     (e.g., on-line networks such as the Internet or other electronic messages),
     sales  literature  (i.e.,  any written  communication  distributed  or made
     generally  available  to  customers  or the  public,  including  brochures,
     circulars,  research reports, market letters, form letters,  seminar texts,
     reprints or  excerpts  of any other  advertisement,  sales  literature,  or
     published   article),   educational   or   training   materials   or  other
     communications  distributed  or  made  generally  available  to some or all
     agents or employees, registration statements,  prospectuses,  statements of
     additional  information,  shareholder  reports, and proxy materials and any
     other material  constituting sales literature or advertising under the NASD
     rules, the 1933 Act or the 1940 Act.

4.6      FAIP TO PROVIDE DOCUMENTS; INFORMATION ABOUT COMPANY.

(a)  FAIP will  provide  to Company  at least one (1)  complete  copy of all SEC
     registration  statements,  FAIP Prospectuses,  reports, any preliminary and
     final proxy material,  applications for exemptions,  requests for no-action
     letters, and all amendments to any of the above, that relate to FAIP or the
     Shares of a Fund,  contemporaneously  with the filing of such document with
     the SEC or other regulatory authorities.

(b)  FAIP will provide to Company  camera ready or computer  diskette  copies of
     all FAIP shareholder  communication  information  (including  prospectuses,
     statements of additional  information and reports to shareholders) pursuant
     to Section 3.3. FAIP will provide such  information  to Company in a timely
     manner so as to enable Company, as the case may be, to print and distribute
     such  materials  within  the  time  required  by  law  to be  furnished  to
     Participants.

(c)  FAIP will  provide  to  Company  or its  designated  agent at least one (1)
     complete  copy of each  piece of  sales  literature  or  other  promotional
     material in which Company, or any of its respective affiliates is named, or
     that refers to the Contracts,  at least fifteen (15) Business Days prior to
     its use or such  shorter  period as the Parties  hereto  may,  from time to
     time,  agree  upon.  No such  material  shall  be used  if  Company  or its
     designated  agent  objects to such use within ten (10)  Business Days after
     receipt of such material or such shorter  period as the Parties hereto may,
     from  time to time,  agree  upon.  Company  shall  receive  all such  sales
     literature  until  such time as it  appoints a  designated  agent by giving
     notice to FAIP in the manner required by Section 9 hereof.

(d)  Neither FAIP nor any of its  affiliates  will give any  information or make
     any representations or statements on behalf of or concerning Company,  each
     Account, or the Contracts other than (i) the information or representations
     contained in the registration statement,  including each Account Prospectus
     contained  therein,   relating  to  the  Contracts,  as  such  registration
     statement and Account  Prospectus may be amended from time to time; or (ii)
     in  published  reports  for the  Account or the  Contracts  that are in the
     public domain and approved by Company for  distribution;  or (iii) in sales
     literature  or  other  promotional  material  approved  by  Company  or its
     affiliates, except with the express written permission of Company.

(e)  FAIP and Advisor shall adopt and implement  procedures  reasonably designed
     to  ensure  that  information   concerning  Company,   and  its  respective
     affiliates  that is intended for use only by brokers or agents  selling the
     Contracts  (i.e.,  information  that is not  intended for  distribution  to
     Participants)  ("broker only  materials") is so used, and neither  Company,
     nor any of its  respective  affiliates  shall  be  liable  for any  losses,
     damages or  expenses  relating  to the  improper  use of such  broker  only
     materials.

(f)  For purposes of this Section 4.6,  the phrase  "sales  literature  or other
     promotional material" includes, but is not limited to, 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,
     (e.g., on-line networks such as the Internet or other electronic messages),
     sales  literature  (i.e.,  any written  communication  distributed  or made
     generally  available  to  customers  or the  public,  including  brochures,
     circulars,  research reports, market letters, form letters,  seminar texts,
     reprints or  excerpts  of any other  advertisement,  sales  literature,  or
     published   article),   educational   or   training   materials   or  other
     communications  distributed  or  made  generally  available  to some or all
     agents or employees, registration statements,  prospectuses,  statements of
     additional  information,  shareholder  reports, and proxy materials and any
     other material  constituting sales literature or advertising under the NASD
     rules, the 1933 Act or the 1940 Act.

                       SECTION 5. MIXED AND SHARED FUNDING

5.1      GENERAL.

     FAIP  has  applied  to the  SEC for an  order  exempting  it  from  certain
provisions  of the 1940 Act and rules  thereunder  so that FAIP may be available
for  investment  by  certain  other  entities,  including,  without  limitation,
separate  accounts funding variable annuity contracts or variable life insurance
contracts,  separate accounts of insurance companies  unaffiliated with Company,
and trustees of qualified pension and retirement plans (collectively, "Mixed and
Shared  Funding").  The  Parties  recognize  that the SEC may  impose  terms and
conditions  for such  orders  that are  substantially  identical  to many of the
provisions  of this Section 5. FAIP hereby  notifies  Company that it intends to
include in the Fund Prospectus disclosure regarding the potential risks of Mixed
and Shared Funding.

5.2      DISINTERESTED DIRECTORS.

     FAIP  agrees that a majority of the Board of  Directors  of FAIP  ("Board")
will  consist of persons who are not  "interested  persons" of the  Company,  as
defined  by Section  2(a)(19)  of the 1940 Act and the rules  thereunder  and as
modified by any applicable orders of the SEC ("Disinterested Directors"), except
that if this condition is not met by reason of the death,  disqualification,  or
bona fide  resignation  of any director,  then the  operation of this  condition
shall be suspended  (a) for a period of  forty-five  (45) days if the vacancy or
vacancies  may be filled by the Board;  (b) for a period of sixty (60) days if a
vote of  shareholders  is required to fill the vacancy or vacancies;  or (c) for
such longer period as the SEC may prescribe by order upon application.

5.3      MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS.

     FAIP  agrees  that its Board of  Directors  will  monitor the Funds for the
existence of any material  irreconcilable  conflict between the interests of the
Participants in all separate accounts of life insurance companies utilizing FAIP
("Participating   Insurance   Companies"),   including  each  Account,   and  of
participants  in qualified  retirement and pension plans  investing in the Funds
("Participating  Plans") and determine what action,  if any,  should be taken in
response to such conflicts. A material  irreconcilable  conflict may arise for a
variety of reasons, including:

(a)  an action by any state insurance or other regulatory authority;

(b)  a change in applicable  federal or state insurance,  tax or securities laws
     or  regulations,  or a public ruling,  private letter ruling,  no-action or
     interpretative  letter,  or  any  similar  action  by  insurance,   tax  or
     securities regulatory authorities;

(c)  an administrative or judicial decision in any relevant proceeding;

(d)  the manner in which the investments of any Fund are being managed;

(e)  a difference in voting  instructions given by variable annuity contract and
     variable  life  insurance  contract  Participants  or  by  Participants  in
     Participating Plans;

(f)  a decision by a  Participating  Insurance  Company to disregard  the voting
     instructions of Participant; or

(g)  a decision by a Participating Plan to disregard the voting  instructions of
     its Participants.

     Consistent with the SEC's  requirements in connection with exemptive orders
of the type referred to in Section 5.1 hereof,  FAIP and Company will report any
potential  or  existing  conflicts  to the  Board  and will be  responsible  for
assisting the Board in carrying out its responsibilities  under these conditions
by providing the Board with all information  reasonably  necessary for the Board
to consider any issues raised. This responsibility  includes, but is not limited
to, an obligation of Company to inform the Board  whenever it has  determined to
disregard   Participant   voting   instructions.   Company   agrees   that  such
responsibilities  will be  carried  out  with a view  only to the  interests  of
Participants.

5.4      CONFLICT REMEDIES.

(a)  It is agreed that if it is  determined  by a majority of the members of the
     Board of  Directors  or a majority of its  Disinterested  Directors  that a
     material   irreconcilable  conflict  exists,  Company  will,  if  it  is  a
     Participating   Insurance  Company  for  which  a  material  irreconcilable
     conflict  is  relevant,  at its own  expense  and to the extent  reasonably
     practicable (as determined by a majority of the  Disinterested  Directors),
     take  whatever  steps are  necessary  to remedy or  eliminate  the material
     irreconcilable conflict, which steps may include, but are not limited to:

          (i)      withdrawing the assets allocable to some or all of
                   the Accounts from FAIP or any Fund and reinvesting
                   such assets in a different investment medium,
                   including another Fund of FAIP, or submitting the
                   question whether such segregation should be
                   implemented to a vote of all affected Participants
                   and, as appropriate, segregating the assets of any
                   particular group (e.g., variable annuity contract
                   owners or variable life insurance contract owners)
                   that votes in favor of such segregation, or offering
                   to the affected contract owners the option of making
                   such a change; and

          (ii)     establishing a new registered  management investment company
                   or a new separate account that is operated as a management
                   company.

(b)  If  the  material  irreconcilable  conflict  arises  because  of  Company's
     decision to disregard  Participants'  voting instructions and that decision
     represents a minority  position or would preclude a majority vote,  Company
     may be required,  at FAIP's election, to withdraw each Account's investment
     in FAIP or any Fund.  No charge or  penalty  will be imposed as a result of
     such withdrawal.  Any such withdrawal must take place within six (6) months
     after  FAIP  gives  notice  to  Company   that  this   provision  is  being
     implemented,  and until such  withdrawal  FAIP shall continue to accept and
     implement  orders by Company for the purchase and  redemption  of Shares of
     FAIP.

(c)  If a material  irreconcilable  conflict  arises because a particular  state
     insurance  regulator's  decision  applicable to Company  conflicts with the
     majority  of other  state  regulators,  then  Company  will  withdraw  each
     Account's  investment  in FAIP within six (6) months  after FAIP's Board of
     Directors  informs  Company that it has  determined  that such decision has
     created a material irreconcilable  conflict, and until such withdrawal FAIP
     shall  continue to accept and implement  orders by Company for the purchase
     and redemption of Shares of FAIP. No charge or penalty will be imposed as a
     result of such withdrawal.

(d)  Company  agrees  that any  remedial  action  taken by it in  resolving  any
     material  irreconcilable  conflict  will be carried  out at its expense and
     with a view only to the interests of Participants.

(e)  For  purposes  hereof,  a  majority  of the  Disinterested  Directors  will
     determine  whether  or not any  proposed  action  adequately  remedies  any
     material irreconcilable conflict. In no event, however, will FAIP or any of
     its  affiliates  be  required to  establish  a new  funding  medium for any
     Contracts.  Company will not be required by the terms hereof to establish a
     new funding medium for any Contracts if an offer to do so has been declined
     by vote of a majority of Participants  materially adversely affected by the
     material irreconcilable conflict.

(f)  The Board's  determination  of the  existence of a material  irreconcilable
     conflict and its implications will be made known promptly and in writing to
     all Participants.

5.5      NOTICE TO COMPANY.

     FAIP will promptly make known in writing to Company the Board of Directors'
determination  of  the  existence  of  a  material  irreconcilable  conflict,  a
description of the facts that give rise to such conflict and the implications of
such conflict.

5.6      INFORMATION REQUESTED BY BOARD OF DIRECTORS.

     Company and FAIP (or the Advisor) will,  upon request,  submit to the Board
of Directors of FAIP such  reports,  materials or data as the Board of Directors
may  reasonably  request so that the Board of Directors  may fully carry out the
obligations  imposed upon it by the  provisions  hereof or any  exemptive  order
granted  by the SEC to  permit  Mixed  and  Shared  Funding,  and said  reports,
materials and data will be submitted at any reasonable  time deemed  appropriate
by the Board of  Directors.  All reports  received by the Board of  Directors of
potential or existing conflicts,  and all Board of Directors actions with regard
to determining the existence of a conflict,  notifying  Participating  Insurance
Companies and  Participating  Plans of a conflict,  and determining  whether any
proposed action adequately remedies a conflict, will be properly recorded in the
minutes of the Board of Directors or other appropriate records, and such minutes
or other records will be made available to the SEC upon request.

5.7      COMPLIANCE WITH SEC RULES.

     If and to the extent  that Rules  6e-2 and  6e-3(T)  under the 1940 Act are
amended  (or if Rule 6e-3 under the 1940 Act is  adopted)  to provide  exemptive
relief from any provision of the 1940 Act, or the rules thereunder, with respect
to mixed or shared funding on terms and conditions materially different from any
exemptions  granted in the order obtained by FAIP, then FAIP and/or 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, to the extent applicable.

5.8      OTHER REQUIREMENTS.

     FAIP  will  require   that  each   Participating   Insurance   Company  and
Participating  Plan enter into an agreement with FAIP that contains in substance
the same provisions as are set forth in Sections 4.1(b), 4.1(d), 4.3(a), 4.4(b),
4.5(a), 5, and 10 of this Agreement.





                             SECTION 6. TERMINATION

6.1      EVENTS OF TERMINATION.

     Subject to Section 6.4 below, this Agreement will terminate as to a Fund:

(a)  at the option of any Party, with or without cause with respect to the Fund,
     upon six (6) months advance  written  notice to the other  Parties,  unless
     otherwise agreed to in writing by the Parties; or

(b)  at the  option  of FAIP upon  institution  of  formal  proceedings  against
     Company or any of its affiliates by the NASD, the SEC, any state  insurance
     regulator or any other  regulatory  body  regarding  Company's  obligations
     under this Agreement or related to the sale of the Contracts, the operation
     of any  Account,  or the  purchase  of  Shares,  if,  in  each  case,  FAIP
     reasonably  determines  that such  proceedings,  or the facts on which such
     proceedings would be based, have a material likelihood of imposing material
     adverse  consequences on the Fund with respect to which the Agreement is to
     be terminated; or

(c)  at the option of Company upon  institution  of formal  proceedings  against
     FAIP, its principal underwriter, or its investment adviser by the NASD, the
     SEC,  or any  state  insurance  regulator  or  any  other  regulatory  body
     regarding  FAIP's  obligations  under  this  Agreement  or  related  to the
     operation or management of FAIP or the purchase of Fund Shares, if, in each
     case, Company reasonably determines that such proceedings,  or the facts on
     which  such  proceedings  would be based,  have a  material  likelihood  of
     imposing  material  adverse  consequences  on  Company,  or the  Subaccount
     corresponding  to the Fund with  respect  to which the  Agreement  is to be
     terminated; or

(d)  at the option of any Party in the event that (i) the Fund's  Shares are not
     registered  and, in all material  respects,  issued and sold in  accordance
     with any  applicable  federal or state law, or (ii) such law  precludes the
     use of such  Shares as an  underlying  investment  medium of the  Contracts
     issued or to be issued by Company; or

(e)  upon termination of the corresponding  Subaccount's  investment in the Fund
     pursuant to Section 5 hereof; or

(f)  at the  option of  Company  if the Fund  ceases to  qualify  as a RIC under
     Subchapter M of the Code or under  successor or similar  provisions,  or if
     the  Company  reasonably  believes  that the Fund may fail to so qualify or
     comply; or

(g)  at the option of Company if the Fund fails to comply with Section 817(h) of
     the  Code  or with  successor  or  similar  provisions,  or if the  Company
     reasonably believes that the Fund may fail to so qualify or comply; or

(h)  at the option of FAIP if the  Contracts  issued by Company cease to qualify
     as annuity contracts or life insurance contracts under the Code (other than
     by reason of the Fund's  noncompliance  with Section 817(h) or Subchapter M
     of the Code), or if FAIP reasonably  believes that the Contracts  issued by
     Company may fail to so qualify or comply; or

(i)  at the option of FAIP if interests in an Account  under the  Contracts  are
     not registered,  where  required,  and, in all material  respects,  are not
     issued or sold in accordance  with any applicable  federal or state law, or
     if FAIP  reasonably  believes  that the  interests in an Account  under the
     Contracts  are not  registered,  issued,  or sold in  accordance  with  any
     applicable federal and state law.

(j)  upon another Party's material breach of any provision of this Agreement.

6.2      NOTICE REQUIREMENT FOR TERMINATION.

     No termination  of this  Agreement  will be effective  unless and until the
Party terminating this Agreement gives prior written notice to the other Parties
to this  Agreement of its intent to  terminate,  and such notice shall set forth
the basis for such termination. Furthermore:

(a)  in the event that any  termination is based upon the provisions of Sections
     6.1(a) or 6.1(e) hereof,  such prior written notice shall be given at least
     six (6) months in advance of the  effective  date of  termination  unless a
     shorter time is agreed to by the Parties hereto;

(b)  in the event that any  termination is based upon the provisions of Sections
     6.1(b) or 6.1(c) hereof,  such prior written notice shall be given at least
     sixty (60) days in advance of the effective  date of  termination  unless a
     shorter time is agreed to by the Parties hereto; and

(c)  in the event that any  termination is based upon the provisions of Sections
     6.1(d), 6.1(f), 6.1(g), 6.1(h), 6.1(i) or 6.1(j) hereof, such prior written
     notice may be given at any time after the  terminating  Party learns of the
     event causing termination to be required.

6.3      FUNDS TO REMAIN AVAILABLE.

     Notwithstanding any termination of this Agreement, FAIP will, at the option
of Company, continue to make available additional shares of the Fund pursuant to
the terms and conditions of this  Agreement,  for all Contracts in effect on the
effective  date of termination  of this  Agreement  (hereinafter  referred to as
"Existing  Contracts"),  unless  such  further  sale of  shares  of the  Fund is
proscribed  by law,  regulation  of applicable  regulating  body.  Specifically,
without  limitation,  the owners of the Existing  Contracts will be permitted to
reallocate investments in the Fund, redeem investments in the Fund and/or invest
in the Fund upon the making of additional  purchase  payments under the Existing
Contracts.  The  Parties  agree  that  this  Section  6.3 will not  apply to any
terminations  under  Section  5 and  the  effect  of such  terminations  will be
governed by Section 5 of this Agreement.

6.4      SURVIVAL OF WARRANTIES AND INDEMNIFICATIONS.

     All warranties and  indemnifications  will survive the  termination of this
Agreement.

6.5      CONTINUANCE OF AGREEMENT FOR CERTAIN PURPOSES.

     If any Party terminates this Agreement with respect to any Fund pursuant to
Sections 6.1(a),  6.1(b),  6.1(c),  6.1(d),  6.1(f),  6.1(g),  6.1(h), 6.1(i) or
6.1(j) hereof,  this Agreement shall  nevertheless  continue in effect as to any
Shares of that Fund that are outstanding as of the date of such termination (the
"Initial  Termination  Date").  This continuation shall extend to the date as of
which an Account  owns no Shares of the  affected  Fund (the "Final  Termination
Date").

             SECTION 7. PARTIES TO COOPERATE RESPECTING TERMINATION

     The Parties hereto agree to cooperate and give reasonable assistance to one
another  in taking  all  necessary  and  appropriate  steps for the  purpose  of
ensuring  that an Account  owns no Shares of a Fund after the Final  Termination
Date with respect thereto. Such steps may include combining the affected Account
with another Account,  substituting  other mutual fund's shares for those of the
affected Fund, or otherwise  terminating  participation by the Contracts in such
Fund.

                              SECTION 8. ASSIGNMENT

     This  Agreement  may not be assigned by any Party,  except with the written
consent of each other Party.

                               SECTION 9. NOTICES

     Notices and  communications  required or permitted by Section 9 hereof will
be given by means  mutually  acceptable  to the  Parties  concerned.  Each other
notice or communication required or permitted by this Agreement will be given to
the following persons at the following  addresses and facsimile numbers, or such
other  persons,  addresses  or  facsimile  numbers as the Party  receiving  such
notices or communications may subsequently direct in writing:

         FIRST AMERICAN INSURANCE PORTFOLIOS, INC.
         601 Second Avenue South, MPFP 1816
         Minneapolis, MN  55402
         Facsimile:  (612) 973-0620


         Attn:  Jeff Wilson, Senior Vice President



         U.S. BANCORP PIPER JAFFRAY ASSET MANAGEMENT
         601 Second Avenue South, MPFP 1816
         Minneapolis, MN 55402
         Facsimile:  (612) 973-0620


         Attn:  Jeff Wilson

                  cc:      U.S. BANCORP PIPER JAFFRAY ASSET MANAGEMENT
                           601 Second Avenue South, MPFP 2016
                           Minneapolis, MN 55402
                           Facsimile:  (612) 973-0072

                           Attn:  Corporate Counsel


         SAGE LIFE ASSURANCE OF AMERICA, INC.
         300 Atlantic Street, Third Floor
         Stamford, CT 06901
         Facsimile:  (203) 324-6173

         Attn: Robin I. Marsden, President & CEO

                  Cc: SAGE LIFE ASSURANCE OF AMERICA, INC.
                  300 Atlantic Street, Third Floor
                  Stamford, CT 06901
                  Facsimile:  (203) 602-2213

                  Attn: Corporate Counsel




                          SECTION 10. VOTING PROCEDURES

     Subject to the cost  allocation  procedures  set forth in Section 3 hereof,
Company will distribute all proxy material  furnished by FAIP to Participants to
whom pass-through voting privileges are required to be extended and will solicit
voting  instructions from  Participants.  Company will vote Shares in accordance
with timely  instructions  received from Participants.  Company will vote Shares
that  are (a) not  attributable  to  Participants  to whom  pass-through  voting
privileges are extended,  or (b) attributable to Participants,  but for which no
timely  instructions  have been received,  in the same  proportion as Shares for
which said instructions have been received from Participants,  so long as and to
the extent that the SEC  continues  to  interpret  the 1940 Act to require  pass
through  voting  privileges  for  Participants.  Neither  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  Shares  held  for such
Participants.  Company  reserves the right to vote shares held in any Account in
its own right, to the extent  permitted by law. Company shall be responsible for
assuring that each of its Accounts holding Shares  calculates  voting privileges
in a manner consistent with that of other  Participating  Insurance Companies or
in the manner required by the Mixed and Shared Funding  exemptive order obtained
by  FAIP.  FAIP  will  notify  Company  of any  changes  of  interpretations  or
amendments to Mixed and Shared  Funding  exemptive  order it has obtained.  FAIP
will  comply  with  all   provisions  of  the  1940  Act  requiring   voting  by
shareholders,  and in particular,  FAIP either will provide for annual  meetings
(except  insofar  as the SEC may  interpret  Section  16 of the  1940 Act not to
require  such  meetings)  or will  comply  with  Section  16(c)  of the 1940 Act
(although Fund is not one of the trusts  described in Section 16(c) of that Act)
as well as with Sections 16(a) and, if and when applicable, 16(b). Further, FAIP
will act in accordance  with the SEC's  interpretation  of the  requirements  of
Section 16(a) with respect to periodic  elections of directors and with whatever
rules the SEC may promulgate with respect thereto.

                         SECTION 11. FOREIGN TAX CREDITS

     FAIP agrees to consult in advance with Company  concerning  any decision to
elect or not to elect  pursuant to Section  853 of the Code to pass  through the
benefit of any foreign tax credits to its shareholders.

                           SECTION 12. INDEMNIFICATION

12.1     OF FAIP AND THE ADVISOR BY COMPANY

(a)  Except to the extent provided in Sections  12.1(b),  12.1(c),  and 12.1(d),
     hereof, Company agrees to indemnify and hold harmless FAIP and the Advisor,
     and each person, if any, who controls FAIP within the meaning of Section 15
     of the 1933 Act and each of its directors and officers,  (collectively, the
     "Indemnified  Parties" for purposes of this Section  12.1)  against any and
     all  losses,  claims,  damages,  liabilities  (including  amounts  paid  in
     settlement  with the  written  consent  of  Company)  or actions in respect
     thereof (including, to the extent reasonable, legal and other expenses), to
     which the  Indemnified  Parties  may  become  subject  under  any  statute,
     regulation,  at common law or otherwise;  provided,  the Account owns or at
     the  relevant  time owned  shares of the Funds and insofar as such  losses,
     claims,  damages,  liabilities  or actions  and are  related to the sale or
     acquisition of Fund shares or the Contracts and:

(i)  arise out of or are based  upon any  untrue  statement  or  alleged  untrue
     statement  of any  material  fact  contained  in  any  Account's  1933  Act
     registration  statement,  any Account Prospectus,  the Contracts,  or sales
     literature or advertising for the Contracts (or any amendment or supplement
     to any of the foregoing), or arise out of or are based upon the omission or
     the alleged omission to state therein a material fact required to be stated
     therein  or  necessary  to make  the  statements  therein  not  misleading;
     provided,  that  this  agreement  to  indemnify  shall  not apply as to any
     Indemnified  Party if such statement or omission or such alleged  statement
     or omission was made in reliance  upon and in conformity  with  information
     furnished  in writing to Company by or on behalf of FAIP  specifically  for
     use  in  any  Account's  1933  Act  registration  statement,   any  Account
     Prospectus,  the Contracts, or sales literature or advertising or otherwise
     for  use in  connection  with  the  sale of  Contracts  or  Shares  (or any
     amendment or  supplement  to any of the  foregoing)  or was consented to by
     FAIP pursuant to Section 4.5(c); or

(ii) arise  out of or as a result  of any other  statements  or  representations
     (other than  statements  or  representations  contained  in FAIP's 1933 Act
     registration statement, FAIP Prospectus, sales literature or advertising of
     FAIP, or any amendment or supplement to any of the foregoing,  not supplied
     for use therein by or on behalf of Company or its  affiliates  and on which
     such  persons  have  reasonably  relied)  or  the  negligent,   illegal  or
     fraudulent  conduct of Company or its  affiliates  or persons  under  their
     control  (including,  without  limitation,  their employees and "Associated
     Persons,"  as that term is  defined  in  paragraph  (m) of Article I of the
     NASD's  By-Laws),  in  connection  with  the  sale or  distribution  of the
     Contracts or Shares; or

(iii)arise out of or are based  upon any  untrue  statement  or  alleged  untrue
     statement of any material  fact  contained in FAIP's 1933 Act  registration
     statement, FAIP Prospectus, sales literature or advertising of FAIP, or any
     amendment or supplement to any of the foregoing, or the omission or alleged
     omission to state therein a material fact required to be stated  therein or
     necessary to make the statements therein not misleading if such a statement
     or omission was made in reliance  upon and in conformity  with  information
     furnished in writing to FAIP or its  affiliates  by or on behalf of Company
     or its  affiliates  specifically  for use in FAIP's  1933 Act  registration
     statement, FAIP Prospectus, sales literature or advertising of FAIP, or any
     amendment or  supplement  to any of the  foregoing  or was  consented to by
     Company pursuant to Section 4.6 (d); or

(iv) arise as a result of any  failure by Company  to perform  the  obligations,
     provide the services and furnish the  materials  required of them under the
     terms of this  Agreement,  or any  material  breach  of any  representation
     and/or warranty made by Company in this Agreement or arise out of or result
     from any other material breach of this Agreement by Company; or

(v)  arise as a result of failure by the Contracts  issued by Company to qualify
     as annuity contracts or life insurance contracts under the Code,  otherwise
     than by reason of any Fund's failure to comply with Subchapter M or Section
     817(h) of the Code.

(b)  Company  shall not be liable  under this  Section  12.1 with respect to any
     losses,  claims,  damages,  liabilities  or actions to which an Indemnified
     Party  would  otherwise  be subject by reason of willful  misfeasance,  bad
     faith, or gross negligence in the performance by that Indemnified  Party of
     its duties or by reason of that Indemnified  Party's reckless  disregard of
     obligations or duties under this Agreement;

(c)  Company  shall not be liable  under this  Section  12.1 with respect to any
     action against an Indemnified Party unless the Indemnified Party shall have
     notified  Company in writing within a reasonable  time after the summons or
     other first legal process  giving  information  of the nature of the action
     shall  have  been  served  upon  such  Indemnified  Party  (or  after  such
     Indemnified  Party  shall  have  received  notice  of such  service  on any
     designated  agent),  but failure to notify Company of any such action shall
     not  relieve  Company  from  any  liability  which  they  may  have  to the
     Indemnified Party against whom such action is brought unless the ability of
     Company to defend such action is  materially  impaired  thereby,  except as
     otherwise  provided  herein,  in case any such action is brought against an
     Indemnified Party,  Company shall be entitled to participate,  at their own
     expense, in the defense of such action and also shall be entitled to assume
     the defense thereof,  with counsel approved by the Indemnified  Party named
     in the action,  which approval shall not be  unreasonably  withheld.  After
     notice from  Company to such  Indemnified  Party of  Company's  election to
     assume the defense thereof (which shall include,  without  limitation,  the
     conduct of any ruling  request or  closing  agreement  or offer  settlement
     proceeding with the IRS), the  Indemnified  Party will cooperate fully with
     Company  and shall bear the fees and  expenses  of any  additional  counsel
     retained by it, and Company  will not be liable to such  Indemnified  Party
     under this Agreement for any legal or other expenses  subsequently incurred
     by such  Indemnified  Party  independently  in connection  with the defense
     thereof, other than reasonable costs of investigation.

(d)  In  no  event  shall  the  Company  be  liable  under  the  indemnification
     provisions  contained  in this  Agreement  to any  Indemnified  Party  with
     respect to any losses, claims, damages,  liabilities or expenses that arise
     out of or result from (i) a breach of any representation,  warranty, and/or
     covenant  made by FAIP or Advisor  hereunder;  (ii) the  failure by FAIP to
     qualify as a legally and validly  established  corporation under applicable
     state law and as duly  registered  under the 1940 Act; or (iii) the failure
     by  FAIP or  Advisor  to  maintain  the  qualification  of any  Fund  under
     Subchapter M of the Code or Section 817 of the Code.

12.2     OF COMPANY BY FAIP AND ADVISOR

(a)  Except to the extent  provided in Sections  12.2(c),  12.2(d) and  12.2(e),
     hereof,  FAIP and the Advisor agree to indemnify and hold harmless Company,
     its  affiliates,  and each  person,  if any,  who  controls  Company or its
     affiliates  within  the  meaning  of Section 15 of the 1933 Act and each of
     their respective  directors and officers,  (collectively,  the "Indemnified
     Parties"  for purposes of this  Section  12.2)  against any and all losses,
     claims, damages, liabilities (including amounts paid in settlement with the
     written consent of FAIP) or actions in respect thereof  (including,  to the
     extent  reasonable,  legal and other  expenses),  to which the  Indemnified
     Parties may become subject under any statute, regulation, at common law, or
     otherwise;  provided, insofar as such losses, claims, damages,  liabilities
     or actions are related to the sale or  acquisition  of FAIP's shares or the
     Contracts and:

(i)  arise out of or are based  upon any  untrue  statement  or  alleged  untrue
     statement of any material  fact  contained in FAIP's 1933 Act  registration
     statement,  FAIP Prospectus or sales  literature or advertising of FAIP (or
     any amendment or supplement  to any of the  foregoing),  or arise out of or
     are based upon the  omission  or the alleged  omission  to state  therein a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  therein  not  misleading;  provided,  that  this  agreement  to
     indemnify shall not apply as to any Indemnified  Party if such statement or
     omission or such alleged  statement  or omission was made in reliance  upon
     and in  conformity  with  information  furnished  in writing to FAIP or its
     affiliates by or on behalf of Company or its  affiliates  specifically  for
     use in FAIP's 1933 Act registration statement, FAIP Prospectus, or in sales
     literature or advertising or otherwise for use in connection  with the sale
     of  Contracts  or Shares  (or any  amendment  or  supplement  to any of the
     foregoing) or was consented to by Company pursuant to Section 4.6(d); or

(ii) arise  out of or as a result  of any other  statements  or  representations
     (other than statements or  representations  contained in any Account's 1933
     Act registration  statement,  any Account  Prospectus,  sales literature or
     advertising for the Contracts, or any amendment or supplement to any of the
     foregoing,  not  supplied  for use  therein  by or on behalf of FAIP or its
     affiliates  and on  which  such  persons  have  reasonably  relied)  or the
     negligent,  illegal  or  fraudulent  conduct of FAIP or its  affiliates  or
     persons under their control (including, without limitation, their employees
     and "Associated Persons" as that Term is defined in Section (ee) of Article
     1 of the NASD By-Laws), in connection with the sale or distribution of FAIP
     Shares; or

(iii)arise out of or are based  upon any  untrue  statement  or  alleged  untrue
     statement  of any  material  fact  contained  in  any  Account's  1933  Act
     registration  statement,  any  Account  Prospectus,   sales  literature  or
     advertising  covering the Contracts,  or any amendment or supplement to any
     of the  foregoing,  or the omission or alleged  omission to state therein a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  therein not misleading,  if such statement or omission was made
     in reliance upon and in conformity with information furnished in writing to
     Company  or its  affiliates  by or on  behalf  of  FAIP  or its  affiliates
     specifically for use in any Account's 1933 Act registration statement,  any
     Account Prospectus, sales literature or advertising covering the Contracts,
     or any  amendment or supplement to any of the foregoing or was consented to
     by FAIP pursuant to Section 4.5(c); or

(iv) arise as a result of any  failure by FAIP or the  Advisor  to  perform  the
     obligations,  provide the services and furnish the materials required of it
     under  the  terms  of  this  Agreement,  or  any  material  breach  of  any
     representation  and/or  warranty  made  by  FAIP  or the  Advisor  in  this
     Agreement or arise out of or result from any other material  breach of this
     Agreement by FAIP or the Advisor.

(b)  Except to the extent  provided  in  Sections  12.2(c),  12.2(d) and 12.2(e)
     hereof,  FAIP and the Advisor  agree to  indemnify  and hold  harmless  the
     Indemnified Parties from and against any and all losses,  claims,  damages,
     liabilities (including amounts paid in settlement thereof with, the written
     consent of FAIP) or actions in respect  thereof  (including,  to the extent
     reasonable,  legal and other expenses) to which the Indemnified Parties may
     become subject directly or indirectly  under any statute,  at common law or
     otherwise,  insofar as such losses, claims, damages, liabilities or actions
     directly or indirectly  result from or arise out of the failure of any Fund
     to  operate  as a  regulated  investment  company  in  compliance  with (i)
     Subchapter M of the Code and regulations thereunder, or (ii) Section 817(h)
     of the Code and regulations thereunder,  including, without limitation, any
     income taxes and related  penalties,  rescission  charges,  liability under
     state law to Participants  asserting  liability against Company pursuant to
     the  Contracts,  the costs of any ruling  and  closing  agreement  or other
     settlement  with the IRS,  and the cost of any  substitution  by Company of
     Shares  of  another  investment  company  or  portfolio  for  those  of any
     adversely  affected Fund as a funding  medium for each account that Company
     reasonably deems necessary or appropriate as a result of the noncompliance.

(c)  FAIP and the  Advisor  shall not be liable  under  this  Section  12.2 with
     respect to any losses, claims, damages,  liabilities or actions to which an
     Indemnified   Party  would  otherwise  be  subject  by  reason  of  willful
     misfeasance,  bad faith,  or gross  negligence in the  performance  by that
     Indemnified  Party of its duties or by reason of such  Indemnified  Party's
     reckless disregard of its obligations and duties under this Agreement.

(d)  FAIP and the  Advisor  shall not be liable  under  this  Section  12.2 with
     respect to any action against an Indemnified  Party unless the  Indemnified
     Party shall have  notified FAIP in writing  within a reasonable  time after
     the summons or other first legal process  giving  information of the nature
     of the action shall have been served upon such Indemnified  Party (or after
     such  Indemnified  Party shall have received  notice of such service on any
     designated  agent), but failure to notify FAIP of any such action shall not
     relieve FAIP from any liability which it may have to the Indemnified  Party
     against whom such action is brought unless the ability of Company to defend
     such action is materially  impaired thereby,  except as otherwise  provided
     herein,  in case any such action is brought  against an  Indemnified  Party
     and/or FAIP will be entitled to  participate,  at its own  expense,  in the
     defense of such  action and also shall be  entitled  to assume the  defense
     thereof (which shall include, without limitation, the conduct of any ruling
     request and closing agreement or other settlement proceeding with the IRS),
     with counsel approved by the Indemnified  Party named in the action,  which
     approval shall not be unreasonably withheld. After notice from FAIP to such
     Indemnified  Party of FAIP's  election to assume the defense  thereof,  the
     Indemnified  Party will  cooperate  fully with FAIP and shall bear the fees
     and expenses of any additional counsel retained by it, and FAIP will not be
     liable to such  Indemnified  Party  under this  Agreement  for any legal or
     other   expenses   subsequently   incurred   by  such   Indemnified   Party
     independently in connection with the defense thereof, other than reasonable
     costs of investigation.

(e)  In no event shall FAIP and the Advisor be liable under the  indemnification
     provisions  contained in this  Agreement  to any  Indemnified  Party,  with
     respect to any losses, claims, damages,  liabilities or expenses that arise
     out of or result from (i) a breach of any representation,  warranty, and/or
     covenant  made by  Company;  (ii) the  failure by Company to  maintain  its
     segregated  asset  account  (which  invests  in any Fund) as a legally  and
     validly established segregated asset account under applicable state law and
     as a duly registered unit investment trust under the provisions of the 1940
     Act (unless exempt therefrom);  or (iii) the failure by Company to maintain
     its variable annuity or life insurance contracts (with respect to which any
     Fund serves as an underlying  funding vehicle) as annuity contracts or life
     insurance  contracts  under  applicable  provisions  of the Code other than
     where such failure arises from the Funds'  non-compliance with Subchapter M
     of the Code or Section 817 of the Code.

12.3     EFFECT OF NOTICE.

     Any notice given by the indemnifying Party to an Indemnified Party referred
to in Sections  12.1(c) or 12.2(d) above of  participation  in or control of any
action by the  indemnifying  Party will in no event be deemed to be an admission
by the indemnifying Party of liability,  culpability or responsibility,  and the
indemnifying  Party will remain free to contest  liability  with  respect to the
claim among the Parties or otherwise.

12.4     SUCCESSORS.

     A successor  by law of any Party  shall be entitled to the  benefits of the
indemnification contained in this Section 12.

                           SECTION 13. APPLICABLE LAW

     This  Agreement  will be construed and the  provisions  hereof  interpreted
under and in accordance  with  Minnesota  law,  without  regard for that state's
principles of conflict of laws.

                      SECTION 14. EXECUTION IN COUNTERPARTS

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


                            SECTION 15. SEVERABILITY

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


                          SECTION 16. RIGHTS CUMULATIVE

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

                              SECTION 17. HEADINGS

     The Table of Contents and headings used in this  Agreement are for purposes
of reference only and shall not limit or define the meaning of the provisions of
this Agreement.

                           SECTION 18. CONFIDENTIALITY

     FAIP and the Advisor  acknowledge  that the  identities of the customers of
Company or any of its affiliates (collectively,  the "Company Protected Parties"
for  purposes  of this  Section  18),  information  maintained  regarding  those
customers,  and all  computer  programs  and  procedures  or  other  information
developed by the Company  Protected  Parties or any of their employees or agents
in connection with Company's  performance of its duties under this Agreement are
the valuable property of the Company Protected  Parties.  FAIP agrees that if it
comes into  possession of any list or  compilation of the identities of or other
information  about  the  Company  Protected  Parties'  customers,  or any  other
information  or  property  of the  Company  Protected  Parties,  other than such
information  as  may  be  independently  developed  or  compiled  by  FAIP  from
information  supplied to it by the Company Protected Parties' customers who also
maintain  accounts  directly  with  FAIP,  FAIP will hold  such  information  or
property in confidence and refrain from using, disclosing or distributing any of
such  information or other  property  except:  (a) with Company's  prior written
consent;  or (b) as required by law or judicial  process.  Company  acknowledges
that  the  identities  of the  customers  of  FAIP  or  any  of  its  affiliates
(collectively  the "FAIP  Protected  Parties"  for purposes of this Section 18),
information maintained regarding those customers,  and all computer programs and
procedures or other  information  developed by the FAIP Protected Parties or any
of their employees or agents in connection with FAIP's performance of its duties
under this Agreement are the valuable  property of the FAIP  Protected  Parties.
Company  agrees that if it comes into  possession of any list or  compilation of
the  identities  of or  other  information  about  the FAIP  Protected  Parties'
customers or any other  information or property of the FAIP  Protected  Parties,
other than such  information  as may be  independently  developed or compiled by
Company from information supplied to it by the FAIP Protected Parties' customers
who also  maintain  accounts  directly  with  Company,  Company  will  hold such
information  or property in  confidence  and refrain from using,  disclosing  or
distributing any of such  information or other property except:  (a) with FAIP's
prior written consent; or (b) as required by law or judicial process. Each party
acknowledges  that any breach of the  agreements in this Section 18 would result
in immediate and irreparable  harm to the other parties for which there would be
no  adequate  remedy  at law and agree  that in the event of such a breach,  the
other  parties  will be entitled to  equitable  relief by way of  temporary  and
permanent  injunctions,  as well as such other  relief as any court of competent
jurisdiction  deems  appropriate.  Furthermore,  subject to the  requirements of
legal  process  and  regulatory  authority,  each Party  hereto  shall  treat as
confidential  any  "non-public  personal  information"  about any  "consumer" of
another  Party as such terms are defined in SEC  Regulation  S-P,  and shall not
disclose or use such  information  without the express  written  consent of such
Party.   Such  written  consent  shall  specify  the  purposes  for  which  such
information  may  be  disclosed  or  used,  which  disclosure  or use  shall  be
consistent with SEC Regulation S-P.



                        SECTION 19. PARTIES TO COOPERATE

     Each party to this  Agreement  will cooperate with each other party and all
appropriate  governmental authorities (including,  without limitation,  the SEC,
the NASD and state  insurance  regulators)  and will  permit each other and such
authorities  reasonable  access  to its  books  and  records  (including  copies
thereof)  in  connection  with any  investigation  or inquiry  relating  to this
Agreement or the transactions contemplated hereby.

                             SECTION 20. AMENDMENTS

     No  provision  of this  Agreement  may be amended or modified in any manner
except by a written agreement executed by all parties hereto.

     IN WITNESS  WHEREOF,  the Parties have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized officers
signing below.

                               FIRST AMERICAN INSURANCE PORTFOLIOS, INC.

                               By
                                   Its

                               U.S. BANCORP PIPER JAFFRAY ASSET MANAGEMENT, INC.

                               By
                                    Its

                               SAGE LIFE ASSURANCE OF AMERICA, INC.

                               By
                                    Its


<PAGE>


                                       A-1
                                   SCHEDULE A

<TABLE>
<CAPTION>




------------------------------------- ----------------------------------- -----------------------------------
FUNDS AVAILABLE UNDER THE CONTRACTS    SEPARATE ACCOUNTS UTILIZING THE    CONTRACTS FUNDED BY THE SEPARATE
                                       FUNDS                              ACCOUNTS
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
<S>                                   <C>                                <C>
Technology                            The Sage Variable Annuity           Asset I
Small Cap Growth                      Account A                           Asset 2
International                                                             SageChoice
                                                                          SageSelect
                                                                          SagePlus
                                                                          SageFreedom

------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
Technology                            The Sage Variable Life Account A    Life Asset I
Small Cap Growth
International
------------------------------------- ----------------------------------- -----------------------------------


</TABLE>