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                                                                   Exhibit 10.1

                            ADMINISTRATIVE AGREEMENT

THIS ADMINISTRATIVE AGREEMENT ("Agreement") is entered into as of the 9th day
of March, 2001, by and between, W & R Insurance Agency, Inc., a licensed
insurance agency, on its own behalf and on behalf of its affiliated corporate
insurance agencies ("INSURANCE AGENCY") and Waddell & Reed, Inc., a
registered Broker-Dealer, ("W & R") (INSURANCE AGENCY and W & R sometimes
referred to herein as "AGENCY") with offices at 6300 Lamar Avenue, Shawnee
Mission, Kansas 66201 and BISYS Insurance Services, Inc. and its registered
wholesale Broker-Dealer, Underwriters Equity Corp. (collectively "BISYS"),
with offices at 4200 Crums Mill Road, Harrisburg, Pennsylvania 17112.

WHEREAS, INSURANCE AGENCY is an insurance agency that markets certain products
and services to CUSTOMERS through AGENTS; and

WHEREAS, BISYS is in the business of making available insurance products and
providing administrative services to organizations that market such insurance
products and services; and

WHEREAS, BISYS is a general agent for the CARRIERS under various contracts now
in existence and has the authority to appoint AGENTS to sell the insurance
products of such CARRIERS; and

WHEREAS, AGENCY wishes BISYS to make available PRODUCTS, and provide SERVICES
to support the sales of such PRODUCTS by AGENTS; and

WHEREAS, BISYS will earn compensation from sales of PRODUCTS through this
Agreement and is willing to pay a stipulated portion of such compensation to
AGENCY on business sold by AGENTS.

NOW THEREFORE, in consideration of the foregoing and the mutual provisions set
forth below, for good and valuable consideration, and intending to be legally
bound hereby, the parties hereto agree as follows:

                             SECTION 1. DEFINITIONS.

1.1  AGENTS mean insurance agent duly licensed by INSURANCE AGENCY or affiliates
     of AGENCY and/or registered representatives of W & R who are registered and
     qualified as necessary with the NASD and any appropriate state authority
     and that are authorized to conduct the securities brokerage activities
     contemplated by this Agreement.

1.2  AGENCY INDEMNIFIED PERSON shall have the meaning specified in Section 6.1.

1.3  BISYS INDEMNIFIED PERSON shall have the meaning specified in Section 6.2.

1.4  CARRIER means the insurance companies with which BISYS has a general
     agency, marketing agreement or selling agreement in effect as listed in
     EXHIBIT A. Any changes, additions or deletions to PRODUCTS unilaterally
     made by CARRIERS shall automatically modify Attachment 1 to EXHIBIT A.

1.5  CUSTOMERS mean individuals or businesses that procure services or products
     from AGENCY or affiliates of AGENCY.

1.6  PRODUCTS mean the disability insurance, life insurance, and, subject to
     the last two sentences of this Section 1.6, the variable life insurance
     products listed in Attachment 1 to EXHIBIT A, as selected by AGENCY, as
     such Exhibit is amended from time to time. Any changes, additions or
     deletions to PRODUCTS unilaterally made by CARRIERS shall automatically
     modify attachment 1 to EXHIBIT A. BISYS acknowledges that AGENCY is a party
     to certain agreements with

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     Nationwide Financial and its affiliates ("Nationwide"), pursuant to which
     AGENCY has granted Nationwide an exclusive right to sell certain variable
     life insurance products. BISYS further acknowledges and agrees that the
     term PRODUCTS in this Agreement, when referring to variable life insurance
     products, shall be limited to:

     a.   variable life insurance policies that are being sold due to an
          impaired risk; provided that such policies may only be sold through
          BISYS after Nationwide has been given the opportunity to sell such
          variable life insurance policies and has refused or declined to do so,
          or

     b.   variable life insurance policies that are being sold as a result of a
          contractually guaranteed right of conversion without evidence of
          insurability from a term life insurance policy.

1.7  SERVICES shall mean those administrative services set forth in Section 2.3.

                         SECTION 2. COVENANTS OF BISYS.

2.1  BISYS shall make available to AGENCY the PRODUCTS listed in EXHIBIT A.

2.2  BISYS will compensate AGENCY for PRODUCTS sold (i.e., insurance coverage
     placed) to CUSTOMERS in accordance with the provisions set forth in EXHIBIT
     B.

     a.   AGENCY shall be vested in and entitled to their portion of renewal
          commissions for insurance coverage issued by CARRIERS and paid to
          BISYS.

     b.   All commissions due to AGENCY are to be paid to either Insurance
          Agency or W & R, whichever is applicable. In the event that a carrier
          pays a commission directly to the AGENTS, all commissions payable to
          AGENCY will be reduced by the amount of commissions paid directly to
          the AGENCY by such CARRIER.

     c.   In the event that the CARRIER contracts or any applicable laws
          prohibit the compensation splits in this Agreement, this Agreement
          shall be immediately amended, without further action.

     d.   In the event that CARRIERS unilaterally modify the commissions payable
          to BISYS, the commissions in EXHIBIT B shall be immediately amended
          without further action.

     e.   EXHIBIT B may be reviewed annually. BISYS reserves the right to
          modify the compensation. If AGENCY does not agree to the
          compensation modification, AGENCY may terminate the Agreement with
          ninety (90) days notice to BISYS.

2.3  BISYS will provide the following administrative services to AGENCY during
     the term of this Agreement at no charge to Agency:

     a.   preparation of standard management information systems (MIS) reports
          relating to the sales of PRODUCTS by AGENTS;

     b.   all services required to process applications, including for example
          but not limited to:

          (1)  all contracting and appointment functions for AGENTS,

          (2)  initial contracting and appointment functions for AGENCY,

          (3)  all new business functions,


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          (4)  all underwriting functions,

          (5)  all policy issue functions,

          (6)  all compensation distribution functions, and

          (7)  all policy holder service functions;

     c.   role as liaison between AGENCY and CARRIERS;

     d.   full and free access to download illustration software from the BISYS
          web site by AGENCY or by AGENTS via secured pass code;

     e.   sales supplies (i.e., marketing and promotional material and
          application forms provided by CARRIERS) for use by AGENCY and AGENTS;

     f.   secure electronic access to case status via the BISYS web site;

     g.   initial product training of AGENCY and AGENTS as AGENCY shall approve;

     h.   impaired risk guidelines for informal inquiries, which are:

          (1)  For cases less than $500,000 of face amount, BISYS will accept
               phone calls, emails, or faxed inquiries only and will not accept
               trial applications, set up files, or order APSs. After BISYS
               reviews the details of the client's medical factors and
               background, BISYS will advise AGENT which company is likely to
               deliver the best results based on the particular impairment(s).
               AGENT can then proceed by submitting a formal application for a
               specific carrier. If AGENT does not have sufficient information
               for BISYS to suggest a course of action, BISYS will indicate what
               additional information AGENT will need to obtain. If, in BISYS'
               judgment, an APS is needed to properly evaluate the case, BISYS
               will accept AGENT-obtained APS information.

          (2)  For cases of $500,000 to $1,000,000 in face amount, BISYS will
               accept phone calls, emails or faxed inquiries only and will not
               accept trial applications. To assist the AGENT in developing this
               business, internet-based questionnaires, in addition to other
               comprehensive impaired risk information found at www.bisd.com,
               will guide the AGENT in the collection of data sufficient for
               BISYS to advise on the case. BISYS will try in all cases to make
               decisions based on the data that the AGENT has collected. If APS
               information is needed, BISYS will ask the AGENT to supply this
               information.

          (3)  For cases greater than $1,000,000 in face amount, BISYS will
               accept the submission of informal applications. BISYS will
               request APSs in those cases where it is necessary in its judgment
               to render a viable offer, making every effort to evaluate a case
               without the need for an APS. BISYS encourages the AGENT to print
               and complete the online INFORMAL INQUIRY found at www.bisd.com to
               expedite the review of cases, and will reimburse the AGENT for
               APS costs if the case is formalized and placed through BISYS.

2.4  BISYS will provide to AGENCY an estimate of costs associated with
     performing administrative services beyond the scope of Section 2.3.


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2.5  BISYS shall maintain professional liability insurance against claims for
     damages based on alleged or actual errors or omissions, with an initial
     combined single limit of not less than one million dollars ($1,000,000).

2.6  BISYS shall not use AGENCY's name or logo for any marketing or promotional
     purposes without the prior written approval of AGENCY.

2.7  BISYS shall not assign, pledge, alienate, or otherwise encumber any amounts
     payable by BISYS to AGENCY under this Agreement, unless, under the
     CARRIER's contract BISYS is charged back a percentage of AGENCY's or
     AGENT's compensation, in which event BISYS will net the charge-back against
     AGENCY's compensation. The charge-back invoice shall include the amount
     due, the policy number, and the CARRIER identification.

               SECTION 3. REPRESENTATION AND WARRANTIES OF BISYS.

BISYS represents and warrants to AGENCY that:

3.1  BISYS is corporation duly organized, validly existing and in good standing
     under the laws of the Commonwealth of Pennsylvania and qualified to do
     business in each jurisdiction in which it conducts business. BISYS is
     required to be so qualified because the failure to be so qualified would
     have a material adverse effect on the financial condition, operating
     results, or business of BISYS. BISYS has all corporate powers, licenses,
     and regulatory approvals necessary to engage in the business which relates
     to the subject matter of this Agreement except where the failure to have
     any such powers, licenses or regulatory approvals would not have a material
     effect on the financial condition, operating results or business of BISYS,
     or its ability to perform under this Agreement.

3.2  The execution and delivery of this Agreement by BISYS has been duly
     authorized by all necessary corporate action. Neither the execution of this
     Agreement nor the fulfillment of its obligations by BISYS hereunder will
     cause BISYS, to its knowledge, to violate any federal or state statute, any
     rule or regulation of any state or federal regulatory agency to which BISYS
     may be subject, resulting in a material adverse effect on the financial
     condition, operating results or business of BISYS, or its ability to
     perform under this Agreement.

3.3  There is no judicial, administrative or regulatory proceeding,
     investigation or administrative charge or complaint pending or, within the
     knowledge or belief of BISYS, threatened, which could result in any
     material adverse change in the financial condition, operating results or
     business of BISYS or which would have a material adverse effect on the
     ability of BISYS to perform its obligations under this Agreement.

              SECTION 4. COVENANTS OF INSURANCE AGENCY AND W & R.

4.1  AGENCY and affiliates of AGENCY shall have the right to continue in effect
     any existing agreement with insurance carriers entered into prior to the
     effective date of this Agreement to obtain any disability insurance, life
     insurance, and/or variable life insurance products for the remaining term
     of such agreements, including renewals or extensions of such agreements.

4.2  After the effective date of this Agreement, and at all times during its
     term, AGENCY agrees to provide BISYS with an exclusive right to obtain
     access for the AGENCY to:

     a.   the disability insurance and life insurance products made available to
          AGENCY pursuant to such pre-existing agreements upon their expiration
          or termination; and

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     b.   any new disability insurance and life insurance products the AGENCY is
          considering or intends to offer to CUSTOMERS.

     If BISYS cannot provide access to such disability insurance and life
     insurance products, AGENCY shall have the right to proceed to access such
     products directly from the carrier but not through another general agency
     that is unaffiliated with a carrier.

4.3  AGENCY at all times shall cause each AGENT to conduct its activities
     pursuant to this Agreement in accordance with all applicable state and
     federal laws and regulations including without limitation, applicable state
     and federal insurance laws, regulations and interpretive positions
     (collectively, "INSURANCE REGULATIONS") governing the sale of PRODUCTS by
     AGENTS and all aspects of the business of insurance.

     Without limiting the generality of Section 4.3, AGENCY shall take
     appropriate measures and establish and implement procedures, as follows:

     a.   AGENCY at all times shall cause each AGENT to hold the appropriate
          insurance license(s) in the state of solicitation and the state where
          the application is signed prior to submitting an application for
          insurance to BISYS. Neither BISYS nor CARRIERS provide first-time
          licensing services to AGENTS in states of sale, whether resident or
          non-resident.

     b.   AGENCY at all times shall cause each AGENT to obtain
          pre-contracting/appointment with the CARRIER prior to soliciting the
          sale of a PRODUCT to the consumer if required by the CARRIER and by
          the insurance laws of the applicable state.

     c.   AGENCY at all times shall use its best efforts to cause each AGENT to
          refrain from altering, modifying, waiving, or amending any terms,
          rates or conditions of any advertisement, brochures, applications,
          policies, contracts or other materials provided to the AGENT by BISYS
          or any CARRIER.

     d.   AGENCY at all times shall use its best efforts to cause each AGENT to
          refrain from issuing or circulating any advertising material, circular
          or pamphlet relating to any insurance product unless the same shall
          have been authorized and approved in writing by BISYS or the CARRIER.

4.4  AGENCY shall maintain professional liability insurance against claims for
     damages based on alleged or actual errors or omissions, with an initial
     combined single limit of not less than one million dollars ($1,000,000).

4.5  AGENCY shall require AGENT to maintain professional liability insurance
     against claims for damages based on alleged or actual errors or omissions,
     with an initial combined single limit of not less than one million dollars
     ($1,000,000).

4.6  AGENCY shall prohibit AGENTS with a felony conviction for a crime of
     dishonesty or breach of trust to work in the insurance industry, unless
     their state insurance commissioner grants written permission. AGENCY
     certifies that, to the best of its knowledge, none of its AGENTS have ever
     been convicted of a state or federal felony involving dishonesty or breach
     of trust; or, if so, that the AGENTS have received written authorization
     from their state insurance commissioner specifically referencing Section
     1033 of the Violent Crime Control and Law Enforcement Act of 1994,
     subsection (e)(2) granting permission to work in the insurance industry.

4.7  AGENCY shall not use BISYS' name or logo for any marketing or promotional
     purposes without the prior written approval of BISYS, which shall not be
     unreasonably withheld or delayed.

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4.8  AGENCY shall not use the CARRIER's name or logo for any marketing or
     promotional purposes without the prior written approval of BISYS and
     CARRIER, which BISYS shall not unreasonably withhold or delay.

4.9  Intentionally omitted.

4.10 AGENCY shall be responsible for costs associated with performance of
     administrative services beyond the scope of Section 2.3.

4.11 W & R at all times shall maintain its Broker-Dealer license under the 1934
     Act, be a member in good standing of the NASD and be duly licensed in all
     states and jurisdictions where required to perform pursuant to this
     Agreement.

4.12 W & R shall fully comply with the requirements of the 1934 Act and all
     other applicable federal or state laws and with the rules of the NASD.

4.13 W & R shall establish such rules and procedures as may be necessary to
     cause diligent supervision of the securities activities of the registered
     representatives including ensuring compliance with the prospectus delivery
     requirements of the 1933 Act.

4.14 W & R shall train and supervise its registered representatives to ensure
     that purchase of a PRODUCT is not recommended to a CUSTOMER in the absence
     of reasonable grounds to believe the purchase of the PRODUCT is suitable
     for that CUSTOMER. While not limited to the following, a determination of
     suitability shall be based on information furnished to a registered
     representative after reasonable inquiry of such CUSTOMER, concerning the
     CUSTOMER's other security holdings, financial situation, financial
     objectives and needs.

4.15 W & R shall ensure that any offer of a PRODUCT, which constitutes a sale of
     a security made by a registered representative will be made by means of a
     currently effective prospectus.

4.16 W & R shall not permit an offer of a PRODUCT, which constitutes a sale of a
     security to be made by any person that is not a registered representative.

4.17 W & R shall have full responsibility for the training and supervision of
     all persons associated with it who are engaged directly or indirectly in
     the offer or sale of PRODUCTS. All such persons shall be registered
     representatives of and shall be subject to its control with respect to
     their securities activities.

               SECTION 5. REPRESENTATION AND WARRANTIES OF AGENCY.

AGENCY represents and warrants to BISYS that:

5.1  AGENCY is duly incorporated, validly existing and in good standing under
     the laws of its jurisdiction of incorporation and is qualified to do
     business in each jurisdiction in which it conducts business and is required
     to be so qualified where failure to be so qualified would have a material
     adverse effect on the financial condition, operating results or business of
     each AGENCY. AGENCY has all corporate powers, licenses, and regulatory
     approvals necessary to engage in the business which relates to the subject
     matter of this Agreement except where the failure to have any such powers,
     licenses or regulatory approvals would not have a material adverse effect
     on the financial condition, operating results or business of AGENCY, or its
     ability to perform under this Agreement.

5.2  The execution and delivery of this Agreement by AGENCY has been duly
     authorized by all necessary corporate action. Neither the execution of this
     Agreement nor the performance by AGENCY of its obligations hereunder will
     cause AGENCY, to the best of its knowledge, to

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     violate any federal or state statute, any rule or regulation of any state
     or federal regulatory agency pursuant to which AGENCY may be subject which
     would result in a material adverse effect on the financial condition,
     operating results or business of AGENCY, or its ability to perform under
     this Agreement.

5.3  There is no judicial, administrative or regulatory proceeding,
     investigation or administrative charge or complaint pending or, within the
     knowledge or belief of AGENCY, threatened, which could result in any
     material adverse change in the financial condition, operating results or
     business of AGENCY or which would have a material adverse effect on the
     ability of AGENCY to perform its obligations under this Agreement.

                         SECTION 6. INDEMNIFICATION.

6.1  BISYS agrees to indemnify AGENCY, its affiliates and their shareholders,
     directors, officers, employees and agents (collectively "AGENCY INDEMNIFIED
     PERSONS") and to hold each of them harmless against any and all losses,
     liabilities, claims, demands, actions, judgments, damages, costs and
     expenses, including, but not limited to, reasonable attorneys' fees,
     disbursements and other expenses incurred in connection with investigating
     any claim and defending any action and any amounts paid in settlement or
     compromise (provided that BISYS shall have given its prior written approval
     of any settlement or compromise, not to be unreasonably withheld) of an
     action to which such AGENCY INDEMNIFIED PERSON is a party based upon,
     arising out of, relating to, or in connection with:

     a.   any breach of the representations, warranties or covenants contained
          in Sections 2 or 3, or

     b.   the negligent performance by BISYS of its responsibilities under this
          Agreement, except to the extent that such losses, liabilities,
          claims, demands, actions, judgments, damages, costs and expenses are
          incurred by the reason of:

          (1)  the willful misconduct or gross negligence of any AGENCY
               INDEMNIFIED PERSON whose duties are directly related to this
               Agreement; or

          (2)  a regulatory or other challenge to the legality of the
               contractual relationship between BISYS and AGENCY or the
               activities contemplated in this Agreement.

     If any event occurs for which indemnification to any AGENCY INDEMNIFIED
     PERSON is sought pursuant to this Section 6, such AGENCY INDEMNIFIED PERSON
     must provide BISYS with written notice of such event as soon as possible,
     but in no event later than thirty (30) days after the earlier of:

     c.   such time as it has actual knowledge of the occurrence of such event;
          or

     d.   such time as it receives notice that an action has been filed in a
          court, or action has been taken by any administrative agency, alleging
          the occurrence of an event that may entitle an AGENCY INDEMNIFIED
          PERSON to indemnification by BISYS hereunder.

     BISYS shall be entitled to participate in such action or proceeding and,
     after written notice from BISYS to such AGENCY INDEMNIFIED PERSON, to
     assume the defense of such action or proceeding with mutually acceptable
     counsel and, with such AGENCY INDEMNIFIED PERSON's consent which shall not
     be unreasonably withheld, to compromise or settle such action or
     proceeding. Notwithstanding BISYS' election to assume the defense of such
     action or proceeding, such AGENCY INDEMNIFIED PERSON shall have the right
     to employ separate counsel and to participate in the defense of such action
     or proceeding at its own expense.

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6.2  AGENCY agrees to indemnify BISYS, its affiliates and their directors,
     officers, employees and agents (collectively "BISYS INDEMNIFIED
     PERSONS") and to hold each of them harmless against any and all losses,
     liabilities, claims, demands, actions, judgments, damages, costs and
     expenses, including, but not limited to, reasonable attorneys' fees,
     disbursements and other expenses incurred in connection with
     investigating any claim and defending any action and any amounts paid in
     settlement or compromise (provided that AGENCY shall have given its
     prior written approval of any settlement or compromise, which shall not
     be unreasonably withheld) of an action to which such BISYS INDEMNIFIED
     PERSON is a party arising out of, relating to, or in connection with:

     a.   any breach of the representations, warranties or covenants
          contained in Sections 4 or 5, or

     b.   the negligent performance by AGENCY of its responsibilities under
          this Agreement, except to the extent that losses, liabilities,
          claims, demands, actions, judgments, damages, costs and expenses
          are incurred by reason of:

          (1) the willful misconduct or gross negligence of any BISYS
              INDEMNIFIED PERSON whose duties are directly related to this
              Agreement; or

          (2) a regulatory or other challenge to the legality of the
              contractual relationship between BISYS and AGENCY or the
              activities contemplated in this Agreement.

     If any event occurs for which indemnification to any BISYS INDEMNIFIED
     PERSON is sought pursuant to this Section 6, such BISYS INDEMNIFIED PERSON
     must provide AGENCY with written notice of such event as soon as possible,
     but in no event later than thirty (30) days after the earlier of:

     c.   such time as it has actual knowledge of the occurrence of such event;
          or

     d.   such time as it receives notice that an action has been filed in a
          court, or action has been taken by any administrative agency, alleging
          the occurrence of an event that may entitle a BISYS INDEMNIFIED PERSON
          to indemnification by AGENCY hereunder.

     AGENCY shall be entitled to participate in such action or proceeding and,
     after written notice from AGENCY to such BISYS INDEMNIFIED PERSON, to
     assume the defense of such action or proceeding with mutually acceptable
     counsel and, with such BISYS INDEMNIFIED PERSON's consent which shall not
     be unreasonably withheld, to compromise or settle such action or
     proceeding. Notwithstanding AGENCY's election to assume the defense of such
     action or proceeding, such BISYS INDEMNIFIED PERSON shall have the right to
     employ separate counsel and to participate in the defense of such action or
     proceeding at its own expense.

6.3  The obligations of the parties under this Section 6 shall survive the
     termination of this Agreement.

                          SECTION 7. CONFIDENTIALITY.

7.1  In performing its obligations pursuant to this Agreement, each party may
     have access to and receive certain information about the other party,
     including, but not limited to, marketing philosophy and objectives,
     competitive advantages and disadvantages, financial results, technological
     developments, names, addresses and telephone numbers of customers (all on a
     variety of media including computer tapes and disks) and a variety of other
     information and materials that such other party considers confidential
     and/or proprietary (collectively "CONFIDENTIAL INFORMATION"). All
     CONFIDENTIAL INFORMATION obtained pursuant to this Agreement by either
     party, its directors, officers or other employees is, and shall be
     considered, confidential and proprietary of the other party. Each of the
     parties hereto shall:

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     a.   protect and preserve the confidential and proprietary nature of all
          CONFIDENTIAL INFORMATION;

     b.   not, without the prior written consent of either party, disclose,
          give, sell or otherwise transfer or make available, directly or
          indirectly, any CONFIDENTIAL INFORMATION to any third party;

     c.   not make any records or copies of the CONFIDENTIAL INFORMATION,
          except as required by this Agreement, and shall return or destroy
          all CONFIDENTIAL INFORMATION and any copies thereof (in whatever
          form) immediately upon request; and

     d.   limit the dissemination of the CONFIDENTIAL INFORMATION within its
          own organization to such persons that need to know the CONFIDENTIAL
          INFORMATION and restrict its use solely to the purposes set forth
          herein.

7.2  For purposes of Section 7.1(b), each party hereby consents to the
     disclosure of CONFIDENTIAL INFORMATION to CARRIERS to the extent:

     a.   necessary or advisable in connection with the processing of
          applications for insurance coverage, or

     b.   upon the request of insurance regulatory authorities which have
          jurisdiction over the parties in connection with this Agreement.

7.3  The provisions of this Section 7 shall survive the termination of this
     Agreement.

7.4  The restrictions shall not apply to any part of the CONFIDENTIAL
     INFORMATION which:

     a.   was at the time of disclosure or thereafter becomes generally
          available to the public other than as a result of a breach of the
          receiving party's obligations hereunder; or

     b.   was at the time of disclosure, as shown by the receiving party's
          records, already in the receiving party's possession on a lawful
          basis; or

     c.   is lawfully acquired by the receiving party after the time of the
          disclosure through a third party under no obligation of confidence
          to the disclosing party; or

     d.   is required to be disclosed pursuant to legal or regulatory
          authority, provided that immediate notice of such requirement is
          given to the other party.

                             SECTION 8. TERM OF AGREEMENT.

Unless terminated earlier pursuant to the terms of this Agreement, the
initial term of this Agreement shall be three (3) years from the date of this
Agreement (the "INITIAL TERM"). This Agreement shall automatically renew
thereafter for successive one-year periods (each a "RENEWAL TERM") unless
notice is received by either party within 60 days of expiration of the
INITIAL TERM or any RENEWAL TERM.

                               SECTION 9. TERMINATION.

9.1  This Agreement may be terminated without penalty by mutual agreement of
     the parties, or for "cause" as defined below.


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9.2  For purposes of this Agreement, "cause" shall mean:

     a.   willful misfeasance, bad faith, gross negligence or reckless
          disregard on the part of the party to be terminated with respect to
          its obligations and duties set forth herein;

     b.   a breach of any material term or obligation under this Agreement
          which is not cured within 30 days of written notice to the
          breaching party by the non-breaching party;

     c.   the insolvency or bankruptcy of either party or the inability of
          either party generally to pay its debts when due; or

     d.   the failure of AGENCY or BISYS to maintain adequate licenses to
          substantially perform their responsibilities under this Agreement.

9.3  This Agreement may also be terminated without penalty by AGENCY in the
     event that that certain Limited Agency Agreement For Qualified Plan
     Accounts, by and among W & R, BISYS Brokerage Services, Inc., and BISYS
     Plan Services, L.P., has not been executed within thirty (30) days of
     the date hereof.

                   SECTION 10. RESPONSIBILITIES UPON TERMINATION.

10.1 Except as otherwise expressly provided herein, the termination of this
     Agreement shall not terminate, affect or impair any rights, obligations
     or liabilities of any party hereto that may accrue prior to such
     termination or that, under the terms of this Agreement, continue after
     such termination. Upon the termination of this Agreement, each party
     shall return, or cause to be returned, all property, including but not
     limited to CONFIDENTIAL INFORMATION, belonging to the other party
     immediately upon request. Copies or reproductions of all jointly owned
     property shall be distributed to both parties.

10.2 BISYS shall make its best efforts to facilitate the assignment within
     sixty (60) days of the termination date of all commissions that may
     become due and owing to AGENCY on insurance coverage placed on
     CUSTOMERS pursuant hereto prior to the termination of this Agreement.

10.3 All commissions payable after termination, if not assignable, will be
     administered by BISYS and paid to AGENCY pursuant to EXHIBIT A upon a
     negotiated service fee for such administration.

              SECTION 11. ASSIGNMENT AND TRANSFER; SUBCONTRACTING.

11.1 No party hereto shall assign or otherwise transfer any of its rights or
     obligations hereunder, or contract with any third party to perform any
     of its responsibilities or obligations relating to this Agreement,
     without the prior written consent of the other party, which shall not be
     unreasonably withheld or delayed, except that AGENCY and BISYS may
     assign any of their respective rights or obligations hereunder to a
     parent corporation or a wholly-owned direct or indirect subsidiary of
     such parent upon prior notice to the other party and as contemplated
     under Section 11.2.

11.2 Prior to any approval of a third party subcontractor, the parties
     reserve the right to require such third party subcontractor to execute a
     confidentiality agreement in a form acceptable to the party protected.

                         SECTION 12. REMEDIES; WAIVER.

All remedies of the parties hereto shall be cumulative. No party hereto shall
be deemed to have waived any of its rights, powers or remedies hereunder
unless such waiver is made in writing signed by such party.


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<PAGE>

                       SECTION 13. ACCOUNTING AND AUDIT.

During the term of this Agreement and for a period of one hundred and eighty
(180) days following the termination of this Agreement, AGENCY or BISYS may,
during normal business hours at its own expense and upon reasonable notice,
inspect and conduct audits of all records of the other party relating to all
transactions contemplated hereunder.

              SECTION 14. COMPLIANCE WITH REGULATORY AUTHORITIES.

The parties mutually agree to cooperate fully in any regulatory examination or
investigation by, or proceeding of any governmental or judicial authority
arising in connection with this Agreement or the offering sale, and/or
servicing of insurance thereunder, and to cooperate fully in any regulatory
examination or investigation by, or proceeding of any governmental or judicial
authority with respect to AGENCY or BISYS, and their respective affiliates,
agents, representatives or employees to the extent that such investigation or
proceeding is in connection to this Agreement or any conduct relating thereto.

                           SECTION 15. FORCE MAJEURE.

To the extent permitted by law, in the event that any party should fail in whole
or in part to fulfill its obligations under this Agreement as a consequence of
acts of God, fire, explosion, strikes, floods, earthquakes, embargoes, war, or
riot, such failure to perform shall not be considered a breach of this Agreement
during the period of such disability and for a reasonable time thereafter. In
the event of any force majeure occurrence as set forth in this Section 15, the
disabled party shall use its best efforts to meet its obligations as set forth
in this Agreement. The disabled party shall promptly and in writing advise the
other party if it is unable to perform due to a force majeure event, of the
expected duration of such inability to perform, and of any developments (or
changes therein) that appear likely to affect the ability of that party to
perform any of its obligations hereunder in whole or in part.

                           SECTION 16. COUNTERPARTS.

This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and shall be binding upon the parties hereto.

                         SECTION 17. ENTIRE AGREEMENT.

This Agreement and the Exhibits attached hereto embody the entire agreement and
understanding between the parties hereto with respect to the subject hereof and
supersedes any and all prior agreements and understandings relating to the
subject matter hereof.

                     SECTION 18. CONSTRUCTION OF AGREEMENT.

The headings contained herein are for the convenience of reference only and are
not intended to define, limit, expand or describe the scope or intent of any
provision of this Agreement.

                            SECTION 19. DISCLAIMER.

Nothing contained herein shall be deemed to guarantee or warrant, nor does
AGENCY represent, that any or all CUSTOMERS will use the services of BISYS or
that any such CUSTOMER that avails itself of BISYS' services is credit worthy.
AGENCY shall not be liable to BISYS for any costs or damages sustained by BISYS
as a result of the failure of any such CUSTOMER to use BISYS' services or to
purchase any PRODUCT recommended by BISYS.

                        SECTION 20. NO PARTNERSHIP, ETC.


                                       11
<PAGE>

It is expressly understood and agreed that neither party hereto has, or shall
have, authority to make any representation, warranty or any binding
commitment in the name or on behalf of the other party. Neither the execution
and delivery nor the performance of this Agreement shall constitute the
parties hereto as partners, joint venturers or participants in any other
association between them or any other person, nor create any relationship of
principal and agent or franchiser and franchisee. Neither of the parties
shall be responsible for, or incur any liability with respect to, the debts
or the acts or omissions to act of the other party.

                    SECTION 21. WAIVER, MODIFICATION.

There can be no waiver of any term, provision or condition of this Agreement
except in a writing signed by the party against whom the waiver is to be
asserted. No change, modification or amendment to or of any provision of this
Agreement shall be deemed to have been made or shall be effective unless
expressed in a writing and signed by both AGENCY and BISYS.

                     SECTION 22. FURTHER ASSURANCES.

AGENCY and BISYS shall each take all such actions as may be reasonably
requested by the other (including, without limitation, the execution of any
further instruments and documents) in order to carry out the provisions and
purposes of this Agreement.

                       SECTION 23. COMMUNICATIONS.

All notices or other communications given under this Agreement shall be made
by guaranteed overnight delivery, or certified mail, or by telephone or
telecopy only if immediately followed by one of the written notices as stated
herein. Notice is effective when first received. Notices will be given to the
parties at the following addresses:

          If to BISYS:            BISYS Insurance Services, Inc.
                                  Attn: Executive Vice President
                                  4200 Crums Mill Road
                                  Harrisburg, Pennsylvania 17112

          With a copy to:         BISYS Insurance Services, Inc.
                                  Attn: Counsel
                                  4200 Crums Mill Road
                                  Harrisburg, PA 17112

          If to AGENCY:           Waddell and Reed, Inc.
                                  Attn: Assistant Vice President, Insurance
                                        Marketing
                                  6300 Lamar Avenue
                                  Shawnee Mission, KS 66201

          With a copy to:         Waddell & Reed, Inc.
                                  Attention: Legal Department
                                  6300 Lamar Avenue
                                  Shawnee Mission, KS 66201

                           SECTION 24. SEVERABILITY.

If any provision of this Agreement shall be held or determined to be illegal,
void or unenforceable, then the remaining provisions shall continue in full
force and effect and unaffected by such holding or determination.


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<PAGE>

                           SECTION 25. GOVERNING LAW.

This Agreement and all questions relating to its validity, interpretation,
performance and enforcement shall be governed by and construed in accordance
with the laws of Pennsylvania including its statutes of limitations but
without regard to its conflict of laws provisions.


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<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized officers as of the date first above written.

BISYS INSURANCE SERVICES, INC.         W & R INSURANCE AGENCY, INC.

By: /s/ J. Randall Grespin             By: /s/ Tony Craddock
    --------------------------             ------------------------
Name:  J. Randall Grespin              Name:  Tony Craddock, ChFC
Title: Executive Vice President        Title: Assistant Vice President,
                                              Insurance Marketing


Underwriters Equity Corp.              WADDELL & REED, Inc.

By: /s/ Steven S. Wevodau              By: /s/ Robert J. Williams, Jr.
   ---------------------------            ----------------------------
Name:  Steven S. Wevodau               Name:  Robert J. Williams, Jr.
Title: Vice President, Finance         Title: Executive Vice President,
                                              National Sales Manager


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<PAGE>

                                  EXHIBIT A


Approved Carrier List:

American General
Banner Life
Continental Assurance
First Colony
First Penn Pacific
GE Capital
Jefferson Pilot
Lincoln Benefit
Lincoln Life
Manulife
Mass Mutual
Prudential
Reliastar of NY
Security-Connecticut
Sun Life of Canada
United of Omaha
USG Annuity and Life
Valley Forge
Zurich Kemper