FUND PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into this 15TH day of July, 2001 (the
"Agreement") by and among __________________________________, organized under
the laws of the State of ___________________ (the "Company"), on behalf of
itself and each separate account of the Company named in Schedule A to this
Agreement, as may be amended from time to time (each account referred to as the
"Account" and collectively as the "Accounts"); INVESCO Variable Investment
Funds, Inc., an open-end management investment company organized under the laws
of the State of Maryland (the "Fund"); INVESCO Funds Group, Inc., a corporation
organized under the laws of the State of Delaware and investment adviser to the
Fund (the "Adviser"); and INVESCO Distributors, Inc., a corporation organized
under the laws of the State of Delaware and principal underwriter/distributor of
the Fund (the "Distributor")..

WHEREAS, the Fund engages in business as an open-end management investment
company and was established for the purpose of serving as the investment vehicle
for separate accounts established for variable life insurance contracts and
variable annuity contracts to be offered by insurance companies which have
entered into participation agreements substantially similar to this Agreement
(the "Participating Insurance Companies"), and

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

WHEREAS, the Company, as depositor, has established the Accounts to serve as
investment vehicles for certain variable annuity contracts and variable life
insurance policies and funding agreements offered by the Company set forth on
Schedule A (the "Contracts"); and

WHEREAS, the Accounts are duly organized, validly existing segregated asset
accounts, established by resolutions of the Board of Directors of the Company
under the insurance laws of the State of ________________, to set aside and
invest assets attributable to the Contracts; and

WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares of the Portfolios named in Schedule B, as
such schedule may be amended from time to time (the "Designated Portfolios") on
behalf of the Accounts to fund the Contracts;

                                   1

<PAGE>

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



                         ARTICLE I - SALE OF FUND SHARES

1.1   The Fund agrees to sell to the Company those shares of the Designated
      Portfolios which each Account orders, executing such orders on a daily
      basis at the net asset value (and with no sales charges) next computed
      after receipt and acceptance by the Fund or its designee of the order for
      the shares of the Fund. For purposes of this Section 1.1, the Company will
      be the designee of the Fund for receipt of such orders from each Account
      and receipt by such designee will constitute receipt by the Fund; provided
      that the Fund receives notice of such order by 11:00 a.m. Eastern Time on
      the next following business day. "Business Day" will mean any day on which
      the New York Stock Exchange is open for trading and on which the Fund
      calculates its net asset value pursuant to the rules of the Securities and
      Exchange Commission (the "Commission"). The Fund may net the notice of
      redemptions it receives from the Company under Section 1.3 of this
      Agreement against the notice of purchases it receives from the Company
      under this Section 1.1.

1.2   The Company will pay for Fund shares on the next Business Day after an
      order to purchase Fund shares is made in accordance with Section 1.1.
      Payment will be made in federal funds transmitted by wire. Upon receipt by
      the Fund of the payment, such funds shall cease to be the responsibility
      of the Company and shall become the responsibility of the Fund.

1.3   The Fund agrees to redeem for cash, upon the Company's request, any full
      or fractional shares of the Fund held by the Company, executing such
      requests on a daily basis at the net asset value next computed after
      receipt and acceptance by the Fund or its agent of the request for
      redemption. For purposes of this Section 1.3, the Company will be the
      designee of the Fund for receipt of requests for redemption from each
      Account and receipt by such designee will constitute receipt by the Fund;
      provided the Fund receives notice of such requests for redemption by 11:00
      a.m. Eastern Time on the next following Business Day. Payment will be made
      in federal funds transmitted by wire to the Company's account as
      designated by the Company in writing from time to time, on the same
      Business Day the Fund receives notice of the redemption order from the
      Company. After consulting with the Company, the Fund reserves the right to
      delay payment of redemption proceeds, but in no event may such payment be
      delayed longer than the period permitted under Section 22(e) of the
      Investment Company Act of 1940 (the "1940 Act"). The Fund will not bear
      any responsibility whatsoever for the proper disbursement or crediting of
      redemption proceeds; the Company alone will be responsible for such
      action. If notification of redemption is received after 11:00 Eastern
      Time, payment for redeemed

                                   2
<PAGE>

      shares will be made on the next following Business Day. The Fund may net
      the notice of purchases it receives from the Company under Section 1.1
      of this Agreement against the notice of redemptions it receives from the
      Company under this Section 1.3.

1.4   The Fund agrees to make shares of the Designated Portfolios available
      continuously for purchase at the applicable net asset value per share by
      the Company and its separate accounts on those days on which the Fund
      calculates its Designated Portfolio net asset value pursuant to rules of
      the Commission; provided, however, that the Board of Directors of the Fund
      (the "Fund Board") may refuse to sell shares of any Portfolio to any
      person, or suspend or terminate the offering of shares of any Portfolio if
      such action is required by law or by regulatory authorities having
      jurisdiction or is, in the sole discretion of the Fund Board, acting in
      good faith and in light of its fiduciary duties under federal and any
      applicable state laws, necessary in the best interests of the shareholders
      of such Portfolio.

1.5   The Fund agrees that shares of the Fund will be sold only to Participating
      Insurance Companies and their separate accounts, qualified pension and
      retirement plans or such other persons as are permitted under Section
      817(h)(4) of the Internal Revenue Code of 1986, as amended, (the "Code"),
      and regulations promulgated thereunder, the sale to which will not impair
      the tax treatment currently afforded the Contracts. No shares of any
      Portfolio will be sold directly to the general public.

1.6   The Fund will not sell Fund shares to any insurance company or separate
      account unless an agreement containing provisions substantially the same
      as Articles I, III, V, and VI of this Agreement are in effect to govern
      such sales.

1.7   The Company agrees to purchase and redeem the shares of the Designated
      Portfolios offered by the then current prospectus of the Fund in
      accordance with the provisions of such prospectus.

1.8   Issuance and transfer of the Fund's shares will be by book entry only.
      Stock certificates will not be issued to the Company or to any Account.
      Purchase and redemption orders for Fund shares will be recorded in an
      appropriate title for each Account or the appropriate sub-account of each
      Account.

1.9   The Fund will furnish same day notice (by facsimile) to the Company of the
      declaration of any income, dividends or capital gain distributions payable
      on each Designated Portfolio's shares. The Company hereby elects to
      receive all such dividends and distributions as are payable on the
      Portfolio shares in the form of additional shares of that Portfolio at the
      ex-dividend date net asset values. The Company reserves the right to
      revoke this election and to receive all such dividends and distributions
      in cash. The Fund will notify the Company of the number of shares so
      issued as payment of such dividends and distributions.

1.10  The Fund will make the net asset value per share for each Designated
      Portfolio available to the Company via electronic means on a daily basis
      as soon as reasonably practical after the net asset value

                                   3
<PAGE>

      per share is calculated and will use its best efforts to make such net
      asset value per share available by 7:00 p.m., Eastern Time, each
      business day. If the Fund provides the Company materially incorrect net
      asset value per share information (as determined under SEC guidelines),
      the 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 to the
      Company upon discovery by the Fund.

                   ARTICLE II - REPRESENTATIONS AND WARRANTIES

2.1   The Company represents and warrants that the Contracts are or will be
      registered under the Securities Act of 1933 (the "1933 Act"), or are
      exempt from registration thereunder, and that the Contracts will be issued
      and sold in compliance with all applicable federal and state laws. The
      Company further represents and warrants that it is an insurance company
      duly organized and in good standing under applicable law and that it has
      legally and validly established each Account as a separate account under
      Section _________________ of the General Statutes of
      _________________________ and that each Account is or will be registered
      as a unit investment trust in accordance with the provisions of the 1940
      Act to serve as a segregated investment account for the Contracts, or is
      exempt from registration thereunder, and that it will maintain such
      registration for so long as any Contracts are outstanding, as applicable.
      The Company will amend the registration statement under the 1933 Act for
      the Contracts and the registration statement under the 1940 Act for the
      Account from time to time as required in order to effect the continuous
      offering of the Contracts or as may otherwise be required by applicable
      law. The Company will register and qualify the Contracts for sale in
      accordance with the securities laws of the various states only if and to
      the extent deemed necessary by the Company.

2.2   The Company represents that the Contracts are currently and at the time of
      issuance will be treated as annuity contracts and/or life insurance
      policies (as applicable) under applicable provisions of the Code, and
      further represents that it will make every effort to maintain such
      treatment and that it will notify the Fund and the Adviser immediately
      upon having a reasonable basis for believing that the Contracts have
      ceased to be so treated or that they might not be so treated in the
      future.

2.3   The Company represents and warrants that it will not purchase shares of
      the Designated Portfolio(s) with assets derived from tax-qualified
      retirement plans except, indirectly, through Contracts purchased in
      connection with such plans.

2.4   The Fund represents and warrants that shares of the Designated
      Portfolio(s) sold pursuant to this Agreement will be registered under the
      1933 Act and duly authorized for issuance in accordance with applicable
      law and that the Fund is and will remain registered as an open-end
      management investment

                                   4
<PAGE>

      company under the 1940 Act for as long as such shares of the Designated
      Portfolio(s) are sold. The Fund will amend the registration statement
      for its shares under the 1933 Act and the 1940 Act from time
      to time as required in order to effect the continuous offering of
      its shares. The Fund will register and qualify the shares of the
      Designated Portfolio(s) for sale in accordance with the laws of the
      various states only if and to the extent deemed advisable by the Fund.

2.5   The Fund represents that it will use its best efforts to comply with any
      applicable state insurance laws or regulations as they may apply to the
      investment objectives, policies and restrictions of the Portfolios, as
      they may apply to the Fund, to the extent specifically requested in
      writing by the Company. If the Fund cannot comply with such state
      insurance laws or regulations, it will so notify the Company in writing.
      The Fund makes no other representation as to whether any aspect of its
      operations (including, but not limited to, fees and expenses, and
      investment policies) complies with the insurance laws or regulations of
      any state. The Company represents that it will use its best efforts to
      notify the Fund of any restrictions imposed by state insurance laws that
      may become applicable to the Fund as a result of the Accounts' investments
      therein. The Fund and the Adviser agree that they will furnish the
      information required by state insurance laws to assist the Company in
      obtaining the authority needed to issue the Contracts in various states.

2.6   The Fund currently does not intend to make any payments to finance
      distribution expenses pursuant to Rule 12b-1 under the 1940 Act or
      otherwise, although it reserves the right to make such payments in the
      future. To the extent that it decides to finance distribution expenses
      pursuant to Rule 12b-1, the Fund undertakes to have the directors of its
      Fund Board, a majority of whom are not " interested" persons of the Fund,
      formulate and approve any plan under Rule 12b-1 to finance distribution
      expenses.

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

2.8   The Fund 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 Fund are and continue to be
      at all times covered by a blanket fidelity bond or similar coverage for
      the benefit of the Fund in an amount not less than the 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.

2.9   The Adviser represents and warrants that it is duly registered as an
      investment adviser under the Investment Advisers Act of 1940, as amended,
      and will remain duly registered under all applicable federal and state
      securities laws and that it will perform its obligations for the Fund in
      accordance in all material respects with the laws of the State of Delaware
      and any applicable state and federal securities laws.

                                   5
<PAGE>

2.10  The Distributor represents and warrants that it is registered as a
      broker-dealer under the Securities and Exchange Act of 1934, as amended
      (the "1934 Act") and will remain duly registered under all applicable
      federal and state securities laws, and is a member in good standing of the
      National Association of Securities Dealers, Inc. ("NASD") and serves as
      principal underwriter/distributor of the Funds and that it will perform
      its obligations for the Fund in accordance in all material respects with
      the laws of the State of Delaware and any applicable state and federal
      securities laws.

                          ARTICLE III - FUND COMPLIANCE

3.1   The Fund and the Adviser acknowledge that any failure (whether intentional
      or in good faith or otherwise) to comply with the requirements of
      Subchapter M of the Code or the diversification requirements of Section
      817(h) of the Code may result in the Contracts not being treated as
      variable contracts for federal income tax purposes, which would have
      adverse tax consequences for Contract owners and could also adversely
      affect the Company's corporate tax liability. The Fund and the Adviser
      further acknowledge that any such failure may result in costs and expenses
      being incurred by the Company in obtaining whatever regulatory
      authorizations are required to substitute shares of another investment
      company for those of the failed Fund, as well as fees and expenses of
      legal counsel and other advisors to the Company and any federal income
      taxes, interest or tax penalties incurred by the Company in connection
      with any such failure.

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

3.3   The Fund represents that it will at all times invest money from the
      Contracts in such a manner as to ensure that the Contracts will be treated
      as variable contracts under the Code and the regulations issued
      thereunder; including, but not limited to, that the Fund will at all times
      comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, as
      amended from time to time, relating to the diversification requirements
      for variable annuity, endowment, or life insurance contracts, and with
      Section 817(d) of the Code, relating to the definition of a variable
      contract, and any amendments or other modifications to such Section or
      Regulation. The Fund will notify the Company immediately upon having a
      reasonable basis for believing that the Fund or a Portfolio thereunder has
      ceased to comply with the diversification requirements or that the Fund or
      Portfolio might not comply with the diversification requirements in the
      future. In the event of a breach of this representation by the Fund, it
      will take all reasonable steps to adequately diversify the Fund so as to
      achieve compliance within the grace period afforded by Treasury Regulation
      1.817-5.

                                   6
<PAGE>

3.4   The Adviser agrees to provide the Company with a certificate or statement
      indicating compliance by each Portfolio of the Fund with Section 817(h) of
      the Code, such certificate or statement to be sent to the Company no later
      than thirty (30) days following the end of each calendar quarter.

               ARTICLE IV - PROSPECTUS AND PROXY STATEMENTS/VOTING

4.1   The Fund will provide the Company with as many copies of the current Fund
      prospectus and any supplements thereto for the Designated Portfolio(s) as
      the Company may reasonably request for distribution, at the Fund's
      expense, to Contract owners at the time of Contract fulfillment and
      confirmation. To the extent that the Designated Portfolio(s) are one or
      more of several Portfolios of the Fund, the Fund shall bear the cost of
      providing the Company only with disclosure related to the Designated
      Portfolio(s). The Fund will provide, at the Fund's expense, as many copies
      of said prospectus as necessary for distribution, at the Fund's expense,
      to existing Contract owners. The Fund will provide the copies of said
      prospectus to the Company or to its mailing agent. The Company will
      distribute the prospectus to existing Contract owners and will bill the
      Fund for the reasonable cost of such distribution. If requested by the
      Company, in lieu thereof, the Fund will provide such documentation,
      including a final copy of a current prospectus set in type at the Fund's
      expense, and other assistance as is reasonably necessary in order for the
      Company at least annually (or more frequently if the Fund prospectus is
      amended more frequently) to have the new prospectus for the Contracts and
      the Fund's new prospectus printed together, in which case the Fund agrees
      to pay its proportionate share of reasonable expenses directly related to
      the required disclosure of information concerning the Fund. The Fund will,
      upon request, provide the Company with a copy of the Fund's prospectus
      through electronic means to facilitate the Company's efforts to provide
      Fund prospectuses via electronic delivery, in which case the Fund agrees
      to pay its proportionate share of reasonable expenses related to the
      required disclosure of information concerning the Fund.

4.2   The Fund's prospectus will state that the Statement of Additional
      Information (the "SAI") for the Fund is available from the Company. The
      Fund will provide the Company, at the Fund's expense, with as many copies
      of the SAI and any supplements thereto as the Company may reasonably
      request for distribution, at the Fund's expense, to prospective Contract
      owners and applicants. To the extent that the Designated Portfolio(s) are
      one or more of several Portfolios of the Fund, the Fund shall bear the
      cost of providing the Company only with disclosure related to the
      Designated Portfolio(s). The Fund will provide, at the Fund's expense, as
      many copies of said SAI as necessary for distribution, at the

                                   7

<PAGE>

      Fund's expense, to any existing Contract owner who requests such statement
      or whenever state or federal law requires that such statement be provided.
      The Fund will provide the copies of said SAI to the Company or to its
      mailing agent. The Company will distribute the SAI as requested or
      required and will bill the Fund for the reasonable cost of such
      distribution.

4.3   The Fund, at its expense, will provide the Company or its mailing agent
      with copies of its proxy material, if any, reports to
      shareholders/Contract owners and other permissible communications to
      shareholders/Contract owners in such quantity as the Company will
      reasonably require. The Company will distribute this proxy material,
      reports and other communications to existing Contract owners and will bill
      the Fund for the reasonable cost of such distribution. If and to the
      extent required by law, the Company will:

      (a)     solicit voting instructions from Contract owners;
      (b)     vote the shares of the Designated Portfolios held in the Account
              in accordance with instructions received from Contract owners; and
      (c)     vote shares of the Designated Portfolios held in the Account for
              which no timely instructions have been received, in the same
              proportion as shares of such Designated Portfolio for which
              instructions have been received from the Company's Contract
              owners,
      so long as and to the extent that the Commission continues to interpret
      the 1940 Act to require pass-through voting privileges for variable
      Contract owners. The Company reserves the right to vote Fund shares held
      in any segregated asset account in its own right, to the extent permitted
      by law. The Company will be responsible for assuring that the Accounts
      participating in the Fund calculate voting privileges in a manner
      consistent with all legal requirements, including the Proxy Voting
      Procedures set forth in Schedule C and the Mixed and Shared Funding
      Exemptive Order, as described in Section 7.1.

4.5   The Fund will comply with all provisions of the 1940 Act requiring voting
      by shareholders, and in particular, the Fund either will provide for
      annual meetings (except insofar as the Commission may interpret Section 16
      of the 1940 Act not to require such meetings) or, as the Fund currently
      intends, to comply with Section 16(c) of the 1940 Act (although the Fund
      is not one of the trusts described in Section 16(c) of the 1940 Act) as
      well as with Section 16(a) and, if and when applicable, Section 16(b).
      Further, the Fund will act in accordance with the Commission's
      interpretation of the requirements of Section 16(a) with respect to
      periodic elections of directors and with whatever rules the Commission may
      promulgate with respect thereto.




                                   8

<PAGE>


                   ARTICLE V - SALES MATERIAL AND INFORMATION

5.1   The Company will furnish, or will cause to be furnished, to the Fund or
      the Adviser, each piece of sales literature or other promotional material
      in which the Fund or the Adviser is named, at least ten (10) Business Days
      prior to its use. No such material will be used if the Fund or the Adviser
      reasonably objects to such use within five (5) Business Days after receipt
      of such material.

5.2   The Company will not give any information or make any representations or
      statements on behalf of the Fund or concerning the Fund in connection with
      the sale of the Contracts other than the information or representations
      contained in the registration statement, prospectus or SAI for Fund
      shares, as such registration statement, prospectus and SAI may be amended
      or supplemented from time to time, or in reports or proxy statements for
      the Fund, or in published reports for the Fund which are in the public
      domain or approved by the Fund or the Adviser for distribution, or in
      sales literature or other material provided by the Fund or by the Adviser,
      except with permission of the Fund or the Adviser. The Fund and the
      Adviser agree to respond to any request for approval on a prompt and
      timely basis.

5.3   The Fund or the Adviser will furnish, or will cause to be furnished, to
      the Company or its designee, each piece of sales literature or other
      promotional material in which the Company or its separate account is
      named, at least ten (10) Business Days prior to its use. No such material
      will be used if the Company reasonably objects to such use within five (5)
      Business Days after receipt of such material.

5.4   The Fund and the Adviser will not give any information or make any
      representations or statements on behalf of the Company or concerning the
      Company, each Account, or the Contracts other than the information or
      representations contained in a registration statement, prospectus or SAI
      for the Contracts, as such registration statement, prospectus and SAI may
      be amended or supplemented from time to time, or in published reports for
      each Account or the Contracts which are in the public domain or approved
      by the Company for distribution to Contract owners, or in sales literature
      or other material provided by the Company, except with permission of the
      Company. The Company agrees to respond to any request for approval on a
      prompt and timely basis.

5.5   The Fund will provide to the Company at least one complete copy of all
      registration statements, prospectuses, SAIs, reports, proxy statements,
      sales literature and other promotional materials, applications for
      exemptions, requests for no-action letters, and all amendments to any of
      the above, that relate to the Fund or its shares, within a reasonable time
      after the filing of each such document with the Commission or the NASD.

                                   9

<PAGE>

5.6   The Company will provide to the Fund at least one complete copy of all
      definitive prospectuses, definitive SAI, reports, solicitations for voting
      instructions, sales literature and other promotional materials,
      applications for exemptions, requests for no action letters, and all
      amendments to any of the above, that relate to the Contracts or each
      Account, contemporaneously with the filing of each such document with the
      Commission or the NASD (except that with respect to post-effective
      amendments to such prospectuses and SAIs and sales literature and
      promotional material, only those prospectuses and SAIs and sales
      literature and promotional material that relate to or refer to the Fund
      will be provided). In addition, the Company will provide to the Fund at
      least one complete copy of (i) a registration statement that relates to
      the Contracts or each Account, containing representative and relevant
      disclosure concerning the Fund; and (ii) any post-effective amendments to
      any registration statements relating to the Contracts or such Account that
      refer to or relate to the Fund.

5.7   For purposes of this Article V, 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, (I.E., 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, SAIs,
      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.

5.8   The Fund, the Adviser and the Distributor hereby consent to the Company's
      use of the names of the INVESCO, AMVESCAP and INVESCO Funds Group, Inc. as
      well as the names of the Designated Portfolios set forth in Schedule B of
      this Agreement, in connection with marketing the Contracts, subject to the
      terms of Sections 5.1 OF this Agreement. The Company acknowledges and
      agrees that Adviser and Distributor and/or their affiliates own all right,
      title and interest in and to the name INVESCO and the INVESCO open circle
      design, and covenants not, at any time, to challenge the rights of Adviser
      and Distributor and/or their affiliates to such name or design, or the
      validity or distinctiveness thereof. The Fund, the Adviser and the
      Distributor hereby consent to the use of any trademark, trade name,
      service mark or logo used by the Fund, the Adviser and the Distributor,
      subject to the Fund's, the Adviser's and/or the Distributor's approval of
      such use and in accordance with reasonable requirements of the Investment
      Company, the Adviser or the Distributor. Such consent will terminate with
      the termination of this Agreement. Adviser or Distributor may withdraw
      this consent as to any particular use of any such name or identifying
      marks at any time (i) upon Adviser's or

                                   10
<PAGE>

      Distributor's reasonable determination that such use would have a material
      adverse effect on the reputation or marketing efforts of the Adviser, the
      Distributor or the Fund or (ii) if no investment company, or series or
      class of shares of any investment company advised by Adviser or
      distributed by Distributor continues to be offered through variable
      insurance contracts issued by the Company; provided however, that Adviser
      or Distributor may, in either's individual discretion, continue to use
      materials prepared or printed prior to the withdrawal of such
      authorization. The Company agrees and acknowledges that all use of any
      designation comprised in whole or in part of the name, trademark, trade
      name, service mark and logo under this Agreement shall inure to the
      benefit of the Fund, Adviser and/or the Distributor.

5.9   The Fund, the Adviser, the Distributor and the Company agree to adopt and
      implement procedures reasonably designed to ensure that information
      concerning the Company, the Fund, the Adviser or the Distributor,
      respectively, and their respective affiliated companies, that is intended
      for use only by brokers or agents selling the Contracts is properly marked
      as "Not For Use With The Public" and that such information is only so
      used.

                     ARTICLES VI - FEES, COSTS AND EXPENSES

6.1   The Fund will pay no fee or other compensation to the Company under this
      Agreement, except: (a) if the Fund or any Designated Portfolio adopts and
      implements a plan pursuant to Rule 12b-1 under the 1940 Act to FINANCE
      distribution expenses, then, subject to obtaining any required exemptive
      orders or other regulatory approvals, the Fund may make payments to the
      Company or to the underwriter for the Contracts if and in such amounts
      agreed to by the Fund in writing; and (b) the Fund may pay fees to the
      Company for administrative services provided to Contract owners that are
      not primarily intended to result in the sale of shares of the Designated
      Portfolio or of underlying Contracts.

6.2   All expenses incident to performance by the Fund of this Agreement will be
      paid by the Fund to the extent permitted by law. All shares of the
      Designated Portfolios will be duly authorized for issuance and registered
      in accordance with applicable federal law and, to the extent deemed
      advisable by the Fund, in accordance with applicable state law, prior to
      sale. The Fund will bear the expenses for the cost of registration and
      qualification of the Fund's shares, including without limitation, the
      preparation of and filing with the SEC of Forms N-SAR and Rule 24f-2
      Notices and payment of all applicable registration or filing fees with
      respect to shares of the Fund; preparation and filing of the Fund's
      prospectus, SAI and registration statement, proxy materials and reports;
      typesetting the Fund's prospectus; typesetting and printing proxy
      materials and reports to Contract owners (including the costs of printing
      a Fund prospectus that constitutes an annual report); the preparation of
      all statements and

                                   11

<PAGE>

      notices required by any federal or state law; all taxes on the
      issuance or transfer of the Fund's shares; any expenses permitted to be
      paid or assumed by the Fund pursuant to a plan, if any, under Rule
      12b-1 under the 1940 Act; and other costs associated with preparation of
      prospectuses and SAIs for the Designated Portfolios in electronic or
      typeset format, as well as any distribution expenses as set forth in
      Article IV of this Agreement.

                   ARTICLE VII - MIXED & SHARED FUNDING RELIEF

7.1   The Fund represents and warrants that it has received an order from the
      Commission granting Participating Insurance Companies and variable annuity
      separate accounts and variable life insurance separate accounts relief
      from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the 1940
      Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent
      necessary to permit shares of the Fund to be sold to and held by variable
      annuity separate accounts and variable life insurance separate accounts of
      both affiliated and unaffiliated Participating Insurance Companies and
      qualified pension and retirement plans outside of the separate account
      context (the "Mixed and Shared Funding Exemptive Order"). The parties to
      this Agreement agree that the conditions or undertakings specified in the
      Mixed and Shared Funding Exemptive Order and that may be imposed on the
      Company, the Fund and/or the Adviser by virtue of the receipt of such
      order by the Commission, will be incorporated herein by reference, and
      such parties agree to comply with such conditions and undertakings to the
      extent applicable to each such party.

7.2   The Fund Board will monitor the Fund for the existence of any
      irreconcilable material conflict among the interests of the Contract
      owners of all separate accounts investing in the Fund. An irreconcilable
      material conflict may arise for a variety of reasons, including, but not
      limited to: (a) an action by any state insurance regulatory authority; (b)
      a change in applicable federal or state insurance, tax, or securities laws
      or regulations, or a public ruling, private letter ruling, no-action or
      interpretative letter, or any similar action by insurance, tax, or
      securities regulatory authorities; (c) an administrative or judicial
      decision in any relevant proceeding; (d) the manner in which the
      investments of any Portfolio are being managed; (e) a difference in voting
      instructions given by Participating Insurance Companies or by variable
      annuity and variable life insurance Contract owners; or (f) a decision by
      an insurer to disregard the voting instructions of Contract owners. The
      Fund Board will promptly inform the Company if it determines that an
      irreconcilable material conflict exists and the implications thereof. A
      majority of the Fund Board will consist of persons who are not
      "interested" persons of the Fund.

                                   12
<PAGE>

7.3   The Company will report any potential or existing conflicts of which it is
      aware to the Fund Board. The Company agrees to assist the Fund Board in
      carrying out its responsibilities, as delineated in the Mixed and Shared
      Funding Exemptive Order, by providing the Fund Board with all information
      reasonably necessary for the Fund Board to consider any issues raised.
      This includes, but is not limited to, an obligation by the Company to
      inform the Fund Board whenever Contract owner voting instructions are to
      be disregarded. The Fund Board will record in its minutes, or other
      appropriate records, all reports received by it and all action with regard
      to a conflict.

7.4   If it is determined by a majority of the Fund Board, or a majority of its
      disinterested dir ectors, that an irreconcilable material conflict exists,
      the Company and other Participating Insurance Companies will, at their
      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 irreconcilable material conflict, up
      to and including: (a) withdrawing the assets allocable to some or all of
      the Accounts from the Fund or any Portfolio and reinvesting such assets in
      a different investment medium, including (but not limited to) another
      Portfolio of the Fund, or submitting the question whether such segregation
      should be submitted to a vote of all affected Contract owners and, as
      appropriate, segregating the assets of any appropriate group (I.E.,
      variable annuity Contract owners or variable life insurance Contract
      owners of one or more Participating Insurance Companies) that votes in
      favor of such segregation, or offering to the affected Contract owners the
      option of making such a change; and (b) establishing a new registered
      management investment company or managed separate account.

7.5   If a material irreconcilable conflict arises because of a decision by the
      Company to disregard Contract owner voting instructions, and such
      disregard of voting instructions could conflict with the majority of
      Contract owner voting instructions, and the Company's judgment represents
      a minority position or would preclude a majority vote, the Company may be
      required, at the Fund's election, to withdraw the affected sub-account of
      the Account's investment in the Fund and terminate this Agreement with
      respect to such sub-account; provided, however, that such withdrawal and
      termination will be limited to the extent required by the foregoing
      irreconcilable material conflict as determined by a majority of the
      disinterested directors of the Fund Board. No charge or penalty will be
      imposed as a result of such withdrawal. Any such withdrawal and
      termination must take place within six (6) months after the Fund gives
      written notice to the Company that this provision is being implemented.
      Until the end of such six-month period the Adviser and Fund will, to the
      extent permitted by law and any exemptive relief previously granted to the
      Fund, continue to accept and implement orders by the Company for the
      purchase (and redemption) of shares of the Fund.

7.6   If an irreconcilable conflict arises because a particular state insurance
      regulator's decision applicable to the Company conflicts with the majority
      of other state insurance regulators, then the Company will withdraw the
      affected sub-account of the Account's investment in the Fund and terminate
      this Agreement with respect to such sub-account; provided, however, that
      such withdrawal and termination will be limited to the extent required by
      the

                                   13
<PAGE>

      foregoing irreconcilable material conflict as determined by a majority
      of the disinterested directors of the Fund Board. No charge or penalty
      will be imposed as a result of such withdrawal. Any such withdrawal and
      termination must take place within six (6) months after the Fund gives
      written notice to the Company that this provision is being implemented.
      Until the end of such six-month period the Advisor and Fund will, to the
      extent permitted by law and any exemptive relief previously granted to the
      Fund, continue to accept and implement orders by the Company for the
      purchase (and redemption) of shares of the Fund.

7.7   For purposes of Sections 7.4 through 7.7 of this Agreement, a majority of
      the disinterested members of the Fund Board will determine whether any
      proposed action adequately remedies any irreconcilable material conflict,
      but in no event, other than as specified in Section 7.4, will the Fund be
      required to establish a new funding medium for the Contracts. The Company
      will not be required by Section 7.4 to establish a new funding medium for
      the Contracts if an offer to do so has been declined by vote of a majority
      of Contract owners affected by the irreconcilable material conflict.

7.8   The Company will at least annually submit to the Fund Board such reports,
      materials or data as the Fund Board may reasonably request so that the
      Fund Board may fully carry out the duties imposed upon it as delineated in
      the Mixed and Shared Funding Exemptive Order, and said reports, materials
      and data will be submitted more frequently if deemed appropriate by the
      Fund Board.

7.9   If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule
      6e-3 is adopted, to provide exemptive relief from any provision of the
      1940 Act or the rules promulgated thereunder with respect to mixed or
      shared funding (as defined in the Mixed and Shared Funding Exemptive
      Order) on terms and conditions materially different from those contained
      in the Mixed and Shared Funding Exemptive Order, then: (a) the Fund and/or
      the Participating Insurance Companies, as appropriate, will take such
      steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as
      amended, and Rule 6e-3, as adopted, to the extent such rules are
      applicable; and (b) Sections 4.4, 4.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this
      Agreement will continue in effect only to the extent that terms and
      conditions substantially identical to such Sections are contained in such
      Rule(s) as so amended or adopted.

                         ARTICLE VIII - INDEMNIFICATION

8.1   INDEMNIFICATION BY THE COMPANY

      (a)    The Company agrees to indemnify and hold harmless the Fund, the
             Adviser, the Distributor, and each person, if any, who controls or
             is associated with the Fund, the Adviser, or the Distributor within
             the meaning of such terms under the federal securities laws and any
             director, trustee, officer, employee or agent of the foregoing
             (collectively, the "Indemnified Parties" for purposes of this
             Section 8.1) against any and all losses, claims, expenses, damages,
             liabilities (including amounts paid in settlement with the written
             consent of the Company) or actions in respect thereof (including
             reasonable legal and other expenses), to which the Indemnified

                                   14
<PAGE>
             Parties may become subject under any statute, regulation, at common
             law or otherwise, insofar as such losses, claims, damages,
             liabilities or expenses (or actions in respect thereof) or
             settlements:

             (1)    arise out of or are based upon any untrue statements or
                    alleged untrue statements of any material fact contained in
                    the registration statement, prospectus or SAI for the
                    Contracts or contained in the Contracts or sales literature
                    or other promotional material 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 or necessary to make such statements not misleading
                    in light of the circumstances in which they were made;
                    provided that this agreement to indemnify will not apply as
                    to any Indemnified Party if such statement or omission or
                    such alleged statement or omission was made in reliance upon
                    and in conformity with information furnished to the Company
                    by or on behalf of the Fund, the Adviser, or the Distributor
                    for use in the registration statement, prospectus or SAI for
                    the Contracts or in the Contracts or sales literature (or
                    any amendment or supplement to any of the foregoing) or
                    otherwise for use in connection with the sale of the
                    Contracts or Fund shares; or

             (2)    arise out of or as a result of statements or representations
                    by or on behalf of the Company (other than statements or
                    representations contained in the Fund registration
                    statement, prospectus, SAI or sales literature or other
                    promotional material of the Fund, or any amendment or
                    supplement to the foregoing, not supplied by the Company or
                    persons under its control) or wrongful conduct of the
                    Company or persons under its control, with respect to the
                    sale or distribution of the Contracts or Fund shares; or

             (3)    arise out of untrue statement or alleged untrue statement of
                    a material fact contained in the Fund registration
                    statement, prospectus, SAI or sales literature or other
                    promotional material of the Fund (or any amendment or
                    supplement to the foregoing) or the omission or alleged
                    omission to state therein a material fact required to be
                    stated therein or necessary to make such statements not
                    misleading in light of the circumstances in which they were
                    made, if such a statement or omission was made in reliance
                    upon and in conformity with information furnished to the
                    Fund by or on behalf of the Company or persons under its
                    control; or

             (4)    arise as a result of any failure by the Company to provide
                    the services and furnish the materials under the terms of
                    this Agreement; or

                                   15
<PAGE>

             (5)    arise out of any material breach of any representation
                    and/or warranty made by the Company in this Agreement or
                    arise out of or result from any other material breach by the
                    Company of this Agreement; except to the extent provided in
                    Sections 8.1(b) and 8.4 hereof. This indemnification will be
                    in addition to any liability that the Company otherwise may
                    have.

      (b)    No party will be entitled to indemnification under Section 8.1(a)
             if such loss, claim, damage, liability or action is due to the
             willful misfeasance, bad faith, or gross negligence in the
             performance of such party's duties under this Agreement, or by
             reason of such party's reckless disregard of its obligations or
             duties under this Agreement.

      (c)    The Indemnified Parties promptly will notify the Company of the
             commencement of any litigation, proceedings, complaints or actions
             by regulatory authorities against them in connection with the
             issuance or sale of the Fund shares or the Contracts or the
             operation of the Fund.

8.2   INDEMNIFICATION BY THE ADVISER & DISTRIBUTOR

      (a)    The Adviser and Distributor agree to indemnify and hold harmless
             the Company and each person, if any, who controls or is associated
             with the Company within the meaning of such terms under the federal
             securities laws and any director, officer, employee or agent of the
             foregoing (collectively, the "Indemnified Parties" for purposes of
             this Section 8.2) against any and all losses, claims, expenses,
             damages, liabilities (including amounts paid in settlement with the
             written consent of the Adviser and Distributor) or actions in
             respect thereof (including reasonable legal and other expenses) to
             which the Indemnified Parties may become subject under any statute,
             regulation, at common law or otherwise, insofar as such losses,
             claims, damages, liabilities or expenses (or actions in respect
             thereof) or settlements:

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

                                   16
<PAGE>
                    for the Fund or in sales literature of the Fund (or any
                    amendment or supplement thereto) or otherwise for use in
                    connection with the sale of the Contracts or Fund shares; or

             (2)    arise out of or as a result of statements or representations
                    (other than statements or representations contained in the
                    Contracts or in the Contract or Fund registration
                    statements, prospectuses or statements of additional
                    information or sales literature or other promotional
                    material for the Contracts or of the Fund, or any amendment
                    or supplement to the foregoing, not supplied by the Adviser,
                    the Distributor, or the Fund or persons under the control of
                    the Adviser, the Distributor, or the Fund respectively) or
                    wrongful conduct of the Adviser, the Distributor, or the
                    Fund or persons under the control of the Adviser, the
                    Distributor, or the Fund respectively, with respect to the
                    sale or distribution of the Contracts or Fund shares; or

             (3)    arise out of any untrue statement or alleged untrue
                    statement of a material fact contained in a registration
                    statement, prospectus, SAI or sales literature or other
                    promotional material covering the Contracts (or any
                    amendment or supplement thereto), or the omission or alleged
                    omission to state therein a material fact required to be
                    stated or necessary to make such statement or statements not
                    misleading in light of the circumstances in which they were
                    made, if such statement or omission was made in reliance
                    upon and in conformity with information furnished to the
                    Company by or on behalf of the Adviser, the Distributor, or
                    the Fund, or persons under any of their control; or

             (4)    arise as a result of any failure by the Fund, the
                    Distributor, or the Adviser to provide the services and
                    furnish the materials under the terms of this Agreement; or

             (5)    arise out of or result from any material breach of any
                    representation and/or warranty made by the Adviser, the
                    Distributor, or the Fund in this Agreement, or arise out of
                    or result from any other material breach of this Agreement
                    by the Adviser, the Distributor, or the Fund (including a
                    failure, whether intentional or in good faith or otherwise,
                    to comply with the requirements of Subchapter M of the Code
                    specified in Article III, Section 3.2 of this Agreement and
                    the diversification requirements specified in Article III,
                    Section 3.3 of this Agreement, as described more fully in
                    Section 8.5 below); except to the extent provided in
                    Sections 8.2(b) and 8.4 hereof. This indemnification will be
                    in addition to any liability that the Adviser or Distributor
                    otherwise may have.

                                   17
<PAGE>

      (b)    No party will be entitled to indemnification under Section 8.2(a)
             if such loss, claim, damage, liability or action is due to the
             willful misfeasance, bad faith, or gross negligence in the
             performance of such party's duties under this Agreement, or by
             reason of such party's reckless disregard or its obligations or
             duties under this Agreement.

      (c)    The Indemnified Parties will promptly notify the Adviser, the Fund,
             and the Distributor of the commencement of any litigation,
             proceedings, complaints or actions by regulatory authorities
             against them in connection with the issuance or sale of the
             Contracts or the operation of the Account.


8.3   INDEMNIFICATION BY THE FUND

      (a)    The Fund agrees to indemnify and hold harmless the Company and each
             person, if any, who controls or is associated with the Company
             within the meaning of such terms under the federal securities laws
             and any director, officer, employee or agent of the foregoing
             (collectively, the "Indemnified Parties" for purposes of this
             Section 8.3) against any and all losses, claims, expenses, damages,
             liabilities (including amounts paid in settlement with the written
             consent of the Fund) or action in respect thereof (including
             reasonable legal and other expenses) to which the Indemnified
             Parties may become subject under any statute, regulation, at common
             law or otherwise, insofar as such losses, claims, damages,
             liabilities or expenses (or actions in respect thereof) or
             settlements, are related to the operations of the Fund and:

             (1)    arise as a result of any failure by the Fund to provide the
                    services and furnish the materials under the terms of this
                    Agreement; or

             (2)    arise out of or result from any material breach of any
                    representation and/or warranty made by the Fund in this
                    Agreement or arise out of or result from any other material
                    breach of this Agreement by the Fund (including a failure,
                    whether intentional or in good faith or otherwise, to comply
                    with the requirements of Subchapter M of the Code specified
                    in Article III, Section 3.2 of this Agreement and the
                    diversification requirements specified in Article III,
                    Section 3.3 of this Agreement as described more fully in
                    Section 8.5 below); or

             (3)    arise out of or result from the incorrect or untimely
                    calculation or reporting of daily net asset value per share
                    or dividend or capital gain distribution rate; except to the
                    extent provided in Sections 8.3(b) and 8.4 hereof. This
                    indemnification will be in addition to any liability that
                    the Fund otherwise may have.

                                   18
<PAGE>

      (b)    No party will be entitled to indemnification under Section 8.3(a)
             if such loss, claim, damage, liability or action is due to the
             willful misfeasance, bad faith, or gross negligence in the
             performance of such party's duties under this Agreement, or by
             reason of such party's reckless disregard of its obligations and
             duties under this Agreement.

      (c)    The Indemnified Parties will promptly notify the Fund of the
             commencement of any litigation, proceedings, complaints or actions
             by regulatory authorities aga inst them in connection with the
             issuance or sale of the Contracts or the operation of the Account.

8.4   INDEMNIFICATION PROCEDURE

      Any person obligated to provide indemnification under this Article VIII
      ("Indemnifying Party" for the purpose of this Section 8.4) will not be
      liable under the indemnification provisions of this Article VIII with
      respect to any claim made against a party entitled to indemnification
      under this Article VIII ("Indemnified Party" for the purpose of this
      Section 8.4) unless such Indemnified Party will have notified the
      Indemnifying Party in writing within a reasonable time after the summons
      or other first legal process giving information of the nature of the claim
      upon such Indemnified Party (or after such party will have received notice
      of such service on any designated agent), but failure to notify the
      Indemnifying Party of any such claim will not relieve the Indemnifying
      Party from any liability which it may have to the Indemnified Party
      against whom such action is brought otherwise than on account of the
      indemnification provision of this Article VIII, except to the extent that
      the failure to notify results in the failure of actual notice to the
      Indemnifying Party and such Indemnifying Party is damaged solely as a
      result of failure to give such notice. In case any such action is brought
      against the Indemnified Party, the Indemnifying Party will be entitled to
      participate, at its own expense, in the defense thereof. The Indemnifying
      Party also will be entitled to assume the defense thereof, with counsel
      satisfactory to the party named in the action. After notice from the
      Indemnifying Party to the Indemnified Party of the Indemnifying Party's
      election to assume the defense thereof, the Indemnified Party will bear
      the fees and expenses of any additional counsel retained by it, and the
      Indemnifying Party will not be liable to such party under this Agreement
      for any legal or other expenses subsequently incurred by such party
      independently in connection with the defense thereof other than reasonable
      costs of investigation, unless: (a) the Indemnifying Party and the
      Indemnified Party will have mutually agreed to the retention of such
      counsel; or (b) 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 will not be liable for any settlement of any
      proceeding effected without its written consent but if settled with such
      consent or if there is a final judgment for the plaintiff, the
      Indemnifying

                                   19
<PAGE>

      Party agrees to indemnify the Indemnified Party from and against any
      loss or liability by reason of such settlement or judgment. A successor
      by law of the parties to this Agreement will be entitled to the
      benefits of the indemnification contained in this Article VIII. The
      indemnification provisions contained in this Article VIII will survive any
      termination of this Agreement.

8.5   INDEMNIFICATION FOR FAILURE TO COMPLY WITH DIVERSIFICATION REQUIREMENTS

      The Fund and the Adviser acknowledge that any failure (whether intentional
      or in good faith or otherwise) to comply with the diversification
      requirements specified in Article III, Section 3.3 of this Agreement may
      result in the Contracts not being treated as variable contracts for
      federal income tax purposes, which would have adverse tax consequences for
      Contract owners and could also adversely affect the Company's corporate
      tax liability. Accordingly, without in any way limiting the effect of
      Sections 8.2(a) and 8.3(a) hereof and without in any way limiting or
      restricting any other remedies available to the Company, the Fund, the
      Adviser and the Distributor will pay on a joint and several basis all
      costs associated with or arising out of any failure, or any anticipated or
      reasonably foreseeable failure, of the Fund or any Portfolio to comply
      with Section 3.3 of this Agreement, including all costs associated with
      correcting or responding to any such failure; such costs may include, but
      are not limited to, the costs involved in creating, organizing, and
      registering a new investment company as a funding medium for the Contracts
      and/or the costs of obtaining whatever regulatory authorizations are
      required to substitute shares of another investment company for those of
      the failed Fund or Portfolio (including but not limited to an order
      pursuant to Section 26(b) of the 1940 Act); fees and expenses of legal
      counsel and other advisors to the Company and any federal income taxes or
      tax penalties (or "toll charges" or exactments or amounts paid in
      settlement) incurred by the Company in connection with any such failure or
      anticipated or reasonably foreseeable failure. Such indemnification and
      reimbursement obligation shall be in addition to any other indemnification
      and reimbursement obligations of the Fund, the Adviser and/or the
      Distributor under this Agreement.

                           ARTICLE IX - APPLICABLE LAW

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

9.2   This Agreement will be subject to the provisions of the 1933 Act, the
      1934 Act and the 1940 Act, and the rules and regulations and rulings
      thereunder, including such exemptions from those statutes, rules and
      regulations as the Commission may grant (including, but not limited to,
      the Mixed and Shared Funding Exemptive Order) and the terms hereof will
      be interpreted and construed in accordance therewith.

                                   20

<PAGE>
                             ARTICLE X - TERMINATION

10.1  This Agreement will terminate:

      (a)    at the option of any party, with or without cause, with respect to
             one, some or all of the Portfolios, upon six (6) month's advance
             written notice to the other parties or, if later, upon receipt of
             any required exemptive relief or orders from the SEC, unless
             otherwise agreed in a separate written agreement among the parties;
             or

      (b)    at the option of the Company, upon written notice to the other
             parties, with respect to any Portfolio if shares of the Portfolio
             are not reasonably available to meet the requirements of the
             Contracts as determined in good faith by the Company; or

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

      (d)    at the option of the Fund, upon written notice to the other
             parties, upon institution of formal proceedings against the Company
             by the NASD, the Commission, the Insurance Commission of any state
             or any other regulatory body regarding the Company's duties under
             this Agreement or related to the sale of the Contracts, the
             administration of the Contracts, the operation of the Account, or
             the purchase of the Fund shares, provided that the Fund determines
             in its sole judgment, exercised in good faith, that any such
             proceeding would have a material adverse effect on the Company's
             ability to perform its obligations under this Agreement; or

      (e)    at the option of the Company, upon written notice to the other
             parties, upon institution of formal proceedings against the Fund,
             the Distributor, or the Adviser by the NASD, the Commission or any
             state securities or insurance department or any other regulatory
             body, provided that the Company determines in its sole judgment,
             exercised in good faith, that any such proceeding would have a
             material adverse effect on the Fund's, the Distributor's, or the
             Adviser's ability to perform its obligations under this Agreement;
             or

      (f)    at the option of the Company, upon written notice to the other
             parties, if the Fund ceases to qualify as a Regulated Investment
             Company under Subchapter M of the Code, or under any successor or
             similar provision, or if the Company reasonably and in good faith
             believes that the Fund may fail to so qualify; or

                                   21
<PAGE>

      (g)    at the option of the Company, upon written notice to the other
             parties, with respect to any Portfolio if the Fund fails to meet
             the diversification requirements specified in Section 3.3 hereof or
             if the Company reasonably and in good faith believes the Fund may
             fail to meet such requirements; or

      (h)    at the option of any party to this Agreement, upon written notice
             to the other parties, upon another party's material breach of any
             provision of this Agreement; or

      (i)    at the option of the Company, if the Company determines in its sole
             judgment exercised in good faith that either the Fund or the
             Adviser has suffered a material adverse change in its business,
             operations or financial condition since the date of this Agreement
             or is the subject of material adverse publicity which is likely to
             have a material adverse impact upon the business and operations of
             the Company, such termination to be effective sixty (60) days'
             after receipt by the other parties of written notice of the
             election to terminate; or

      (j)    at the option of the Fund or the Adviser, if the Fund or Adviser
             respectively, determines in its sole judgment exercised in good
             faith that the Company has suffered a material adverse change in
             its business, operations or financial condition since the date of
             this Agreement or is the subject of material adverse publicity
             which is likely to have a material adverse impact upon the business
             and operations of the Fund or the Adviser, such termination to be
             effective sixty (60) days' after receipt by the other parties of
             written notice of the election to terminate; or

      (k)    at the option of the Company or the Fund upon receipt of any
             necessary regulatory approvals and/or the vote of the Contract
             owners having an interest in the Account (or any sub-account) to
             substitute the shares of another investment company for the
             corresponding Portfolio's shares of the Fund in accordance with the
             terms of the Contracts for which those Portfolio shares had been
             selected to serve as the underlying portfolio. The Company will
             give sixty (60) days' prior written notice to the Fund of the date
             of any proposed vote or other action taken to replace the Fund's
             shares or of the filing of any required regulatory approval(s); or

      (1)    at the option of the Company or the Fund upon a determination by a
             majority of the Fund Board, or a majority of the disinterested Fund
             Board members, that an irreconcilable material conflict exists
             among the interests of: (1) all Contract owners of variable
             insurance products of all separate accounts; or (2) the interests
             of the Participating Insurance Companies investing in the Fund as
             set forth in Article VII of this Agreement; or

      (m)    at the option of the Fund in the event any of the Contracts are not
             issued or sold in accordance with applicable federal and/or state
             law. Termination will be effective immediately upon such occurrence
             without notice.
                                   22
<PAGE>

10.2  NOTICE REQUIREMENT

      (a)    No termination of this Agreement, except a termination under
             Section 10.1 (m) of this Agreement, will be effective unless and
             until the party terminating this Agreement gives prior written
             notice to all other parties of its intent to terminate, which
             notice will set forth the basis for the termination.

      (b)    In the event that any termination of this Agreement is based upon
             the provisions of Article VII, such prior written notice will be
             given in advance of the effective date of termination as required
             by such provisions.

10.3  EFFECT OF TERMINATION

      Notwithstanding any termination of this Agreement, the Fund, the Adviser
      and the Distributor will, at the option of the Company, continue to make
      available additional shares of the Fund pursuant to the terms and
      conditions of this Agreement, for all Contracts in effect on the effective
      date of termination of this Agreement (hereinafter referred to as
      "Existing Contracts"). Specifically, without limitation, the owners of the
      Existing Contracts will be permitted to reallocate investments in the
      Designated Portfolios (as in effect on such date), redeem investments in
      the Designated Portfolios and/or invest in the Designated Portfolios upon
      the making of additional purchase payments under the Existing Contracts.
      The parties agree that this Section 10.3 will not apply to any
      terminations under Article VII and the effect of such Article VII
      terminations will be governed by Article VII of this Agreement.

10.4  SURVIVING PROVISIONS

      Notwithstanding any termination of this Agreement, each party's
      obligations under Article VIII to indemnify other parties will survive and
      not be affected by any termination of this Agreement. In addition, with
      respect to Existing Contracts, all provisions of this Agreement also will
      survive and not be affected by any termination of this Agreement.

                              ARTICLE XI - NOTICES

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

                                   23
<PAGE>

IF TO THE COMPANY:
-----------------




IF TO THE FUND:
--------------
INVESCO Variable Investment Funds, Inc.
                  7800 E. Union Avenue
                  Denver, Colorado  80217-3706
                  Attn:  Ronald L. Grooms, Senior Vice President

IF TO THE ADVISER:
-----------------
                  INVESCO Funds Group, Inc.
                  7800 E. Union Avenue
                  Denver, Colorado  80217-3706
                  Attn:  Ronald L. Grooms, Senior Vice President

IF TO THE DISTRIBUTOR:
---------------------
                  INVESCO Distributors, Inc.
                  7800 E. Union Avenue
                  Denver, Colorado  80217-3706
                  Attn:  Ronald L. Grooms, Senior Vice President

                           ARTICLE XII - MISCELLANEOUS

12.1  All persons dealing with the Fund must look solely to the property of the
      Fund for the enforcement of any claims against the Fund as neither the
      directors, officers, agents or shareholders assume any personal liability
      for obligations entered into on behalf of the Fund.

12.2  The Fund, the Distributor, and the Adviser acknowledge that the identities
      of the customers of the Company or any of its affiliates (collectively the
      "Protected Parties" for purposes of this Section 12.2), information
      maintained regarding those customers, and all computer programs and
      procedures developed by the Protected Parties or any of their employees or
      agents in connection with the Company's performance of its duties under
      this Agreement are the valuable property of the Protected Parties. The
      Fund and the Adviser agree that if they come into possession of any list
      or compilation of the identities of or other information about the
      Protected Parties' customers, or any other property of the Protected
      Parties, other than such information as may be independently developed or
      compiled by the Fund or the Adviser from information supplied to them by
      the Protected Parties' customers who also maintain accounts directly with
      the Fund or the Adviser, the Fund and the Adviser 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
      the Company's prior written consent; or (b) as required by law or judicial
      process. The Fund and the Adviser acknowledge that any breach of the
      agreements in this Section 12.2 would result in immediate and irreparable
      harm to the Protected Parties for which there would be no adequate remedy
      at law and agree that in the event of such a breach, the Protected 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.

                                   24
<PAGE>

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

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

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

12.6  This Agreement will not be assigned by any party hereto without the prior
      written consent of all the parties.

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

12.8  The parties to this Agreement acknowledge and agree that this Agreement
      shall not be exclusive in any respect.

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

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

12.11 The parties to this Agreement may amend the schedules to this Agreement in
      writing from time to time to reflect changes in or relating to the
      Contracts, the Accounts or the Portfolios of the Fund or other applicable
      terms of this Agreement.



                                   25

<PAGE>

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

         COMPANY
         By:      ______________________________
         Name:  ______________________________
         Title:    ______________________________

         INVESCO VARIABLE INVESTMENT FUNDS, INC.

         By:      ______________________________
                  Ronald L. Grooms
                  Treasurer

         INVESCO FUNDS GROUP, INC.

         By:      ______________________________
                  Ronald L. Grooms
                  Senior Vice President & Treasurer

         INVESCO DISTRIBUTORS, INC.

         By:      ______________________________
                  Ronald L. Grooms
                  Senior Vice President & Treasurer




                                   26

<PAGE>



                             PARTICIPATION AGREEMENT
                                   SCHEDULE A

The following Separate Accounts and Associated Contracts of
___________________________ are permitted in accordance with the provisions of
this Agreement to invest in Portfolios of the Fund shown in Schedule B:

CONTRACTS FUNDED BY SEPARATE ACCOUNT        NAME OF SEPARATE ACCOUNT











                              Page 1 of 1


<PAGE>




                             PARTICIPATION AGREEMENT
                                   SCHEDULE B

The Separate Account(s) shown on Schedule A may invest in the following
Portfolios of the Fund.

INVESCO VIF - Financial Services Fund
INVESCO VIF - Health Sciences Fund
INVESCO VIF - Utilities Fund









                                   Page 1 of 1

<PAGE>


                             PARTICIPATION AGREEMENT
                                   SCHEDULE C
                             PROXY VOTING PROCEDURES


The following is a list of procedures and corresponding responsibilities for the
handling of proxies and voting instructions relating to the Fund. The defined
terms herein shall have the meanings assigned in the Participation Agreement
except that the term "Company" shall also include the department or third party,
if any, assigned by the Company to perform the steps delineated below.

1.    The proxy proposals are given to the Company by the Fund as early as
      possible before the date set by the Fund for the shareholder meeting to
      enable the Company to consider and prepare for the solicitation of voting
      instructions from owners of the Contracts and to facilitate the
      establishment of tabulation procedures. At this time the Fund will inform
      the Company of the Record, Mailing and Meeting dates. This will be done
      verbally approximately two months before the shareholder meeting.

2.    Promptly after the Record Date, the Company will perform a "tape run", or
      other activity, which will generate the names, addresses and number of
      units which are attributed to each contract owner/policyholder (the
      "Customer") as of the Record Date. Allowance should be made for account
      adjustments made after this date that could affect the status of the
      Customers' accounts as of the Record Date.

      NOTE: The number of proxy statements is determined by the activities
      described in this Step #2. The Company will use its best efforts to call
      in the number of Customers to the Fund , as soon as possible, but no
      later than two weeks after the Record Date.

3.    The Fund's Annual Report must be sent to each Customer by the Company
      either before or together with the Customers' receipt of voting,
      instruction solicitation material. The Fund will provide the last Annual
      Report to the Company pursuant to the terms of Section 6.2 of the
      Agreement to which this Schedule relates.

4.    The text and format for the Voting Instruction Cards ("Cards" or "Card")
      is provided to the Company by the Fund. The Company, at its expense, shall
      produce and personalize the Voting Instruction Cards. The Fund or its
      affiliate must approve the Card before it is printed. Allow approximately
      2-4 business days for printing information on the Cards. Information
      commonly found on the Cards includes:

          -     name (legal name as found on account registration)
          -     address
          -     Fund or account number
          -     coding to state number of units
          -     individual Card number for use in tracking and verification of
                votes (already on Cards as printed by the Fund).

      (This and related steps may occur later in the chronological process due
      to possible uncertainties relating to the proposals.)

5.    During this time, the Fund will develop, produce and pay for the Notice of
      Proxy and the Proxy Statement (one document). Printed and folded notices
      and statements will be sent to Company for insertion into envelopes
      (envelopes and return envelopes are provided and paid for by the Company).
      Contents of envelope sent to Customers by the Company will include:

                                   Page 1 of 1

<PAGE>

          -     Voting Instruction Card(s)
          -     one proxy notice and statement (one document)
          -     return envelope (postage pre-paid by Company) addressed to the
                Company or its tabulation agent
          -     "urge buckslip" - optional, but recommended. (This is a small,
                single sheet of paper that requests Customers to vote as quickly
                as possible and that their vote is important. One copy will be
                supplied by the Fund.)
          -     cover letter - optional, supplied by Company and reviewed and
                approved in advance by the Fund

6.    The above contents should be received by the Company approximately 3-5
      business days before mail date. Individual in charge at Company reviews
      and approves the contents of the mailing package to ensure correctness and
      completeness. Copy of this approval sent to the Fund.

7.    Package mailed by the Company.
      *   The Fund must allow at least a 15-day solicitation time to the Company
      as the shareowner. (A 5-week period is recommended.) Solicitation time is
      calculated as calendar days from (but NOT including,) the meeting,
      counting backwards.

8.    Collection and tabulation of Cards begins. Tabulation usually takes place
      in another department or another vendor depending on process used. An
      often used procedure is to sort Cards on arrival by proposal into vote
      categories of all yes, no, or mixed replies, and to begin data entry.

      NOTE: Postmarks are not generally needed. A need for postmark information
      would be due to an insurance company's internal procedure and has not been
      required by the Fund in the past.

9.    Signatures on Card checked against legal name on account registration
      which was printed on the Card. NOTE: For Example, if the account
      registration is under "John A. Smith, Trustee," then that is the exact
      legal name to be printed on the Card and is the signature needed on the
      Card.

10.   If Cards are mutilated, or for any reason are illegible or are not signed
      properly, they are sent back to Customer with an explanatory letter and a
      new Card and return envelope. The mutilated or illegible Card is
      disregarded and considered to be NOT RECEIVED for purposes of vote
      tabulation. Any Cards that have been "kicked out" (e.g. mutilated,
      illegible) of the procedure are "hand verified," i.e., examined as to why
      they did not complete the system. Any questions on those Cards are usually
      remedied individually.

11.   There are various control procedures used to ensure proper tabulation of
      votes and accuracy of that tabulation. The most prevalent is to sort the
      Cards as they first arrive into categories depending upon their vote; an
      estimate of how the vote is progressing may then be calculated. If the
      initial estimates and the actual vote do not coincide, then an internal
      audit of that vote should occur. This may entail a recount.

12.   The actual tabulation of votes is done in units which is then converted to
      shares. (It is very important that the Fund receives the tabulations
      stated in terms of a percentage and the number of SHARES.) The Fund must
      review and approve tabulation format.

13.   Final tabulation in shares is verbally given by the Company to the Fund on
      the morning of the meeting not later than 10:00 a.m. Eastern time. The
      Fund may request an earlier deadline if reasonable and if required to
      calculate the vote in time for the meeting.

14.   A Certification of Mailing and Authorization to Vote Shares will be
      required from the Company as well as an original copy of the final vote.
      The Fund will provide a standard form for each Certification.

                                   Page 1 of 1

<PAGE>

15.   The Company will be required to box and archive the Cards received from
      the Customers. In the event that any vote is challenged or if otherwise
      necessary for legal, regulatory, or accounting purposes, the Fund will be
      permitted reasonable access to such Cards.

16.   All approvals and "signing-off' may be done orally, but must always be
      followed up in writing.
















                                   Page 1 of 1