EXHIBIT a(2)(b)

AMENDMENT NO. 1
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM VARIABLE INSURANCE FUNDS

This Amendment No. 1 to the Agreement and Declaration of Trust of AIM Variable Insurance Funds (this "Amendment") amends, effective as of April 26, 2000, the Agreement and Declaration of Trust of AIM Variable Insurance Funds dated as of December 6, 1999 (the "Agreement").

Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Schedule A of the Agreement is hereby amended and restated to read in full as set forth on Exhibit 1 to this Amendment.

2. All references in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment.

3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of April 26, 2000.

By:  /s/ CAROL F. RELIHAN
   ------------------------------
   Name:  Carol F. Relihan
   Title: Senior Vice President

EXHIBIT 1 TO AMENDMENT NO. 1
DATED AS OF APRIL 26, 2000
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM VARIABLE INSURANCE FUNDS

SCHEDULE A
AIM VARIABLE INSURANCE FUNDS
PORTFOLIOS THEREOF

PORTFOLIO

AIM V.I. Aggressive Growth Fund
AIM V.I. Balanced Fund
AIM V.I. Blue Chip Fund
AIM V.I. Capital Appreciation Fund
AIM V.I. Capital Development Fund
AIM V.I. Dent Demographic Trends Fund
AIM V.I. Diversified Income Fund
AIM V.I. Global Growth and Income Fund
AIM V.I. Global Utilities Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth and Income Fund
AIM V.I. Growth Fund
AIM V.I. High Yield Fund
AIM V.I. International Equity Fund
AIM V.I. Money Market Fund
AIM V.I. Telecommunications and Technology Fund

EXHIBIT a(2)(c)

AMENDMENT NO. 2
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM VARIABLE INSURANCE FUNDS

This Amendment No. 2 to the Agreement and Declaration of Trust of AIM Variable Insurance Funds (this "Amendment") amends, effective as of May 10, 2000, the Agreement and Declaration of Trust of AIM Variable Insurance Funds dated as of December 6, 1999, as amended April 26, 2000 (the "Agreement").

Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Unless defined herein, each capitalized term used in this Amendment shall have the meaning given it in the Agreement.

2. A new Section 1.2(j) is hereby added to the Agreement to read in full as follows:

"(j) `fund complex' has the meaning specified in Regulation 14A under the Securities Exchange Act of 1934, as amended from time to time;"

With the addition of new Section 1.2(j) above, existing Sections 1.2(j) through 1.2(z) are hereby renumbered as Sections 1.2(k) through 1.2(aa), respectively.

3. Section 2.6(a) is hereby amended and restated in its entirety to read as follows:

"(a) Subject to the provisions of paragraph (c) below, all Class B Shares other than those purchased through the reinvestment of dividends and distributions shall automatically convert to Class A Shares at the end of the month which is eight (8) years after the date on which a shareholder's order to purchase such shares was accepted."

4. The first sentence of Section 4.3 is hereby amended and restated in its entirety to read as follows:

"The Board of Trustees or any committee thereof shall act by majority vote of those present at a meeting duly called (including a meeting by telephonic or other electronic means, unless the 1940 Act requires that a particular action be taken only at a meeting of the Trustees in person) at which a quorum required by the Bylaws is present or by written consent of at least seventy-five percent (75%) of

the Trustees or committee, as the case may be, without a meeting, provided that the writing or writings are filed with the minutes of proceedings of the Board or committee."

5. A new Section 4.7 is hereby added to the Agreement to read in its entirety as follows:

"Section 4.7. Independent or Disinterested Trustee. A Trustee who is not an interested person of the Trust shall be deemed to be independent and disinterested under the Delaware Act and other applicable Delaware law when making any determinations or taking any action as a Trustee. Service by a person as a trustee or a director of one or more trusts, corporations or other entities of a fund complex shall not be considered in determining whether a trustee is independent or disinterested under the Delaware Act and other applicable Delaware law."

6. All references in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment and all prior amendments thereto.

7. Except as specifically amended by this Amendment, the Agreement (including all prior amendments) is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of May 10, 2000.

/s/ CAROL F. RELIHAN
-----------------------------
Name:  Carol F. Relihan
Title: Senior Vice President

EXHIBIT a(2)(d)

AMENDMENT NO. 3
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM VARIABLE INSURANCE FUNDS

This Amendment No. 3 to the Agreement and Declaration of Trust of AIM Variable Insurance Funds (this "Amendment") amends, effective as of September 18, 2000, the Agreement and Declaration of Trust of AIM Variable Insurance Funds dated as of December 6, 1999, as amended (the "Agreement").

Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Schedule A of the Agreement is hereby amended and restated to read in full as set forth on Exhibit 1 to this Amendment.

2. All references in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment.

3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of September 18, 2000.

By: /s/ ROBERT H. GRAHAM
   --------------------------
   Name:  Robert H. Graham
   Title: President

EXHIBIT 1 TO AMENDMENT NO. 3
DATED AS OF SEPTEMBER 18, 2000
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM VARIABLE INSURANCE FUNDS

SCHEDULE A
AIM VARIABLE INSURANCE FUNDS
PORTFOLIOS THEREOF

PORTFOLIO

AIM V.I. Aggressive Growth Fund
AIM V.I. Balanced Fund
AIM V.I. Blue Chip Fund
AIM V.I. Capital Appreciation Fund
AIM V.I. Capital Development Fund
AIM V.I. Dent Demographic Trends Fund
AIM V.I. Diversified Income Fund
AIM V.I. Global Utilities Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth and Income Fund
AIM V.I. Growth Fund
AIM V.I. High Yield Fund
AIM V.I. International Equity Fund
AIM V.I. Money Market Fund
AIM V.I. Telecommunications and Technology Fund

EXHIBIT a(2)(e)

AMENDMENT NO. 4
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM VARIABLE INSURANCE FUNDS

This Amendment No. 4 to the Agreement and Declaration of Trust of AIM Variable Insurance Funds (this "Amendment") amends, effective as of December 13, 2000, the Agreement and Declaration of Trust of AIM Variable Insurance Funds dated as of December 6, 1999, as amended (the "Agreement").

Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Unless defined herein, each capitalized term used in this Amendment shall have the meaning given it in the Agreement.

2. Section 1.2(g) is hereby amended and restated in its entirety to read as follows:

"(g) "Class Expenses" means expenses incurred by a particular Class in connection with a shareholder services arrangement or a distribution plan that is specific to such Class or any other differing share of expenses or differing fees, in each case pursuant to a plan adopted by the Trust pursuant to Rule 18f-3 under the 1940 Act, as such plan or Rule may be amended from time to time."

3. The second sentence of Section 2.3(b) is hereby amended and restated in its entirety to read as follows:

"Each Class so established and designated shall represent a Proportionate Interest (as defined in Section 2.5(d)) in the net assets belonging to that Portfolio and shall have identical voting, dividend, liquidation, and other rights and be subject to the same terms and conditions, except that (1) Class Expenses allocated to a Class for which such expenses were incurred shall be borne solely by that Class, (2) other expenses, costs, charges, and reserves allocated to a Class in accordance with Section 2.5(e) may be borne solely by that Class, provided that the allocation of such other expenses, costs, charges, and reserves is not specifically required to be set forth in a plan adopted by the Trust pursuant to Rule 18f-3 under the Act, (3) dividends declared and payable to a Class pursuant to Section 7.1 shall reflect the items separately allocated thereto pursuant to the preceding clauses, (4) each Class may have separate rights to convert to another Class, exchange rights, and similar rights, each as determined by the Trustees, and (5) subject to Section 2.6(c), each Class may have exclusive voting rights with respect to matters affecting only that Class."

4. Section 2.6(c) is hereby amended and restated in its entirety to read as follows:

"(c) If (1) the Class A Shareholders of a Portfolio approve any increase in expenses allocated to the Class A Shares of that Portfolio in connection with (A) a Plan of Distribution adopted pursuant to Rule 12b-1 under the 1940 Act, (B) a non-Rule 12b-1 shareholder services plan or (C) any other plan or arrangement whereby Classes of that Portfolio pay a different share of other expenses, not including advisory or custodial fees or other expenses related to the management of the Trust's assets, then (2) the Class B Shares of that Portfolio will stop converting to the Class A Shares unless the Class B Shareholders of that Portfolio, voting separately, approve the increase in expenses. The Trustees shall have sole discretion in determining whether such increase in expenses is submitted to a vote of the Class B Shareholders. Should such increase in expenses not be submitted to a vote of the Class B Shareholders or, if submitted, should the Class B Shareholders fail to approve such increase in expenses, the Trustees shall take such action as is necessary to: (1) create a new class of that Portfolio (the "New Class A Shares") which shall be identical in all material respects to the Class A Shares of that Portfolio as they existed prior to the implementation of the increase in expenses; and (2) ensure that the existing Class B Shares of that Portfolio will be exchanged or converted into New Class A Shares no later than the date such Class B Shares were scheduled to convert to Class A Shares. If deemed advisable by the Trustees to implement the foregoing, and at the sole discretion of the Trustees, such action may include the exchange of all Class B Shares of that Portfolio for a new class of that Portfolio (the "New Class B Shares"), identical in all material respects to the Class B Shares of that Portfolio except that the New Class B Shares will automatically convert into the New Class A Shares. Such exchanges or conversions shall be effected in a manner that the Trustees reasonably believe will not be subject to federal taxation."

5. Section 2.8 is hereby amended by deleting the clause ", except as provided herein or by applicable law," from the second sentence of Section 2.8.

6. Section 4.7 is hereby amended and restated in its entirety to read as follows:

"Section 4.7. Independent Trustee. A Trustee who is an "Independent Trustee," as that term is defined in the Delaware Act, shall be deemed to be an Independent Trustee when making any determinations or taking any action as a Trustee."

7. All references in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment.

8. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of December 13, 2000.

/s/ ROBERT H. GRAHAM
--------------------------
Name:  Robert H. Graham
Title: President

EXHIBIT a(2)(f)

AMENDMENT NO. 5
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM VARIABLE INSURANCE FUNDS

This Amendment No. 5 to the Agreement and Declaration of Trust of AIM Variable Insurance Funds (this "Amendment") amends, effective as of May 1, 2001, the Agreement and Declaration of Trust of AIM Variable Insurance Funds dated as of December 6, 1999, as amended (the "Agreement").

Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Schedule A of the Agreement is hereby amended and restated to read in full as set forth on Exhibit 1 to this Amendment.

2. All references in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment.

3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of December 13, 2000.

By: /s/ ROBERT H. GRAHAM
   ------------------------
Name:  Robert H. Graham
Title: President

EXHIBIT 1 TO AMENDMENT NO. 5
DATED AS OF MAY 1, 2001
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM VARIABLE INSURANCE FUNDS

SCHEDULE A
AIM VARIABLE INSURANCE FUNDS
PORTFOLIOS THEREOF

PORTFOLIO

AIM V.I. Aggressive Growth Fund
AIM V.I. Balanced Fund
AIM V.I. Blue Chip Fund
AIM V.I. Capital Appreciation Fund
AIM V.I. Capital Development Fund
AIM V.I. Dent Demographic Trends Fund
AIM V.I. Diversified Income Fund
AIM V.I. Global Utilities Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth and Income Fund
AIM V.I. Growth Fund
AIM V.I. High Yield Fund
AIM V.I. International Equity Fund
AIM V.I. Money Market Fund
AIM V.I. New Technology Fund

EXHIBIT (b)3(b)

AMENDMENT NO. 1
TO
BYLAWS OF AIM VARIABLE INSURANCE FUNDS
(A DELAWARE BUSINESS TRUST)

ADOPTED EFFECTIVE JUNE 14, 2000

This Amendment No. 1 to the Bylaws of AIM Variable Insurance Funds amends the Bylaws initially adopted effective December 6, 1999 (the "Bylaws").

1. Article IV, Section 8 is hereby restated in its entirety to read as follows:

"Section 8. Quorum. The holders of one-third of the Outstanding Shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by applicable law or by the Agreement. Notwithstanding the preceding sentence, with respect to any matter which by applicable law or by the Agreement requires the separate approval of one or more Classes or Portfolios, the holders of one-third of the Outstanding Shares of each such Class or Portfolio (or of such Classes or Portfolios voting together as a single class) entitled to vote on the matter shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the Shareholders, the vote of the holders of a majority of Shares cast shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified."

2. A new Article IV, Section 14 is hereby added to the Bylaws to read in full as follows:

"Section 14. Record Date. The Board of Trustees may set a record date for the purpose of making any proper determination with respect to Shareholders, including, but not limited to, which Shareholders are entitled to notice of a meeting or to vote at a meeting. The record date may not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days before the date on which the action requiring the determination will be taken."

3. A new Article IV, Section 15 is hereby added to the Bylaws to read in full as follows:

"Section 15. Adjournments. A meeting of Shareholders convened on the date for which it was called may be adjourned from time to time without further notice to Shareholders to a date not more than 120 days after the original record date. A meeting of Shareholders may not be adjourned for more than 120 days after the original record date for such meeting without giving the Shareholders notice

EXHIBIT d(4)(b)

AIM VARIABLE INSURANCE FUNDS

MASTER INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT is made this 1st day of May, 2000, by and between AIM Variable Insurance Funds, a Delaware business trust (the "Trust") with respect to its series of shares shown on the Appendix A attached hereto, as the same may be amended from time to time, and A I M Advisors, Inc., a Delaware corporation (the "Advisor").

RECITALS

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, diversified management investment company;

WHEREAS, the Advisor is registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), as an investment advisor and engages in the business of acting as an investment advisor;

WHEREAS, the Trust's Agreement and Declaration of Trust (the "Declaration of Trust") authorizes the Board of Trustees of the Trust (the "Board of Trustees") to create separate series of shares of beneficial interest of the Trust, and as of the date of this Agreement, the Board of Trustees has created seventeen separate series portfolios (such portfolios and any other portfolios hereafter added to the Trust being referred to collectively herein as the "Funds"); and

WHEREAS, the Trust and the Advisor desire to enter into an agreement to provide for investment advisory services to the Funds upon the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Advisory Services. The Advisor shall act as investment advisor for the Funds and shall, in such capacity, supervise all aspects of the Funds' operations, including the investment and reinvestment of cash, securities or other properties comprising the Funds' assets, subject at all times to the policies and control of the Board of Trustees. The Advisor shall give the Trust and the Funds the benefit of its best judgment, efforts and facilities in rendering its services as investment advisor.

2. Investment Analysis and Implementation. In carrying out its obligations under Section 1 hereof, the Advisor shall:

(a) supervise all aspects of the operations of the Funds;

(b) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Funds, and whether concerning the individual issuers whose securities are included in the assets of the Funds or the activities in which such issuers engage, or with respect to securities which the Advisor considers desirable for inclusion in the Funds' assets;

(c) determine which issuers and securities shall be represented in the Funds' investment portfolios and regularly report thereon to the Board of Trustees;

(d) formulate and implement continuing programs for the purchases and sales of the securities of such issuers and regularly report thereon to the Board of Trustees; and

(e) take, on behalf of the Trust and the Funds, all actions which appear to the Trust and the Funds necessary to carry into effect such purchase and sale programs and supervisory functions as aforesaid, including but not limited to the placing of orders for the purchase and sale of securities for the Funds.

3. Securities Lending Duties and Fees. The Advisor agrees to provide the following services in connection with the securities lending activities of each Fund: (a) oversee participation in the securities lending program to ensure compliance with all applicable regulatory and investment guidelines; (b) assist the securities lending agent or principal (the "Agent") in determining which specific securities are available for loan; (c) monitor the Agent to ensure that securities loans are effected in accordance with the Advisor's instructions and with procedures adopted by the Board of Trustees; (d) prepare appropriate periodic reports for, and seek appropriate approvals from, the Board of Trustees with respect to securities lending activities; (e) respond to Agent inquiries; and (f) perform such other duties as necessary.

As compensation for such services provided by the Advisor in connection with securities lending activities of each Fund, a lending Fund shall pay the Advisor a fee equal to 25% of the net monthly interest or fee income retained or paid to the Fund from such activities.

4. Delegation of Responsibilities. The Advisor is authorized to delegate any or all of its rights, duties and obligations under this Agreement to one or more sub-advisors, and may enter into agreements with sub-advisors, and may replace any such sub-advisors from time to time in its discretion, in accordance with the 1940 Act, the Advisers Act, and rules and regulations thereunder, as such statutes, rules and regulations are amended from time to time or are interpreted from time to time by the staff of the Securities and Exchange Commission ("SEC"), and if applicable, exemptive orders or similar relief granted by the SEC and upon receipt of approval of such sub-advisors by the Board of Trustees and by shareholders (unless any such approval is not required by such statutes, rules, regulations, interpretations, orders or similar relief).

5. Independent Contractors. The Advisor and any sub-advisors shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed to be an agent of the Trust.

6. Control by Board of Trustees. Any investment program undertaken by the Advisor pursuant to this Agreement, as well as any other activities undertaken by the Advisor on behalf of the Funds, shall at all times be subject to any directives of the Board of Trustees.

7. Compliance with Applicable Requirements. In carrying out its obligations under this Agreement, the Advisor shall at all times conform to:

(a) all applicable provisions of the 1940 Act and the Advisers Act and any rules and regulations adopted thereunder;

(b) the provisions of the registration statement of the Trust, as the same may be amended from time to time under the Securities Act of 1933 and the 1940 Act;

(c) the provisions of the Declaration of Trust, as the same may be amended from time to time;

(d) the provisions of the by-laws of the Trust, as the same may be amended from time to time; and

(e) any other applicable provisions of state, federal or foreign law.

8. Broker-Dealer Relationships. The Advisor is responsible for decisions to buy and sell securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates.

(a) The Advisor's primary consideration in effecting a security transaction will be to obtain the best execution.

(b) In selecting a broker-dealer to execute each particular transaction, the Advisor will take the following into consideration:
the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Funds on a continuing basis. Accordingly, the price to the Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the fund execution services offered.

(c) Subject to such policies as the Board of Trustees may from time to time determine, the Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Funds to pay a broker or dealer that provides brokerage and research services to the Advisor an amount of commission for effecting a fund investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities with respect to a particular Fund, other Funds of the Trust, and to other clients of the Advisor as to which the Advisor exercises investment discretion. The Advisor is further authorized to allocate the orders placed by it on behalf of the Funds to such brokers and dealers who also provide research or statistical material, or other services to the Funds, to the Advisor, or to any sub-advisor. Such allocation shall be in such amounts and proportions as the Advisor shall determine and the Advisor will report on said allocations regularly to the Board of Trustees indicating the brokers to whom such allocations have been made and the basis therefor.

(d) With respect to one or more Funds, to the extent the Advisor does not delegate trading responsibility to one or more sub-advisors, in making decisions regarding broker-dealer relationships, the Advisor may take into consideration the recommendations of any sub-advisor appointed to provide investment research or advisory services in connection with the Funds, and may take into consideration any research services provided to such sub-advisor by broker-dealers.

(e) Subject to the other provisions of this Section 8, the 1940 Act, the Securities Exchange Act of 1934, and rules and regulations thereunder, as such statutes, rules and regulations are amended from time to time or are interpreted from time to time by the staff of the SEC, any exemptive orders issued by the SEC, and any other applicable provisions of law, the Advisor may select brokers or dealers with which it or the Funds are affiliated.

9. Compensation. The compensation that each Fund shall pay the Advisor is set forth in Appendix B attached hereto.

10. Expenses of the Funds. All of the ordinary business expenses incurred in the operations of the Funds and the offering of their shares shall be borne by the Funds unless specifically provided otherwise in this Agreement. These expenses borne by the Funds include but are not limited to brokerage commissions, taxes, legal, accounting, auditing, or governmental fees, the cost of preparing share certificates, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Trust on behalf of the Funds in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds' shareholders.

11. Services to Other Companies or Accounts. The Trust understands that the Advisor now acts, will continue to act and may act in the future as investment manager or advisor to fiduciary and other managed accounts, and as investment manager or advisor to other investment companies, including any offshore entities, or accounts, and the Trust has no objection to the Advisor so acting, provided that whenever the Trust and one or more other investment companies or accounts managed or advised by the Advisor have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each company and account. The Trust recognizes that in some cases this procedure may adversely affect the size of the positions obtainable and the prices realized for the Funds.

12. Non-Exclusivity. The Trust understands that the persons employed by the Advisor to assist in the performance of the Advisor's duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of the Advisor or any affiliate of the Advisor to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. The Trust further understands and agrees that officers or directors of the Advisor may serve as officers or trustees of the Trust, and that officers or trustees of the Trust may serve as officers or directors of the Advisor to the extent permitted by law; and that the officers and directors of the Advisor are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors or trustees of any other firm or trust, including other investment advisory companies.

13. Effective Date, Term and Approval. This Agreement shall become effective with respect to a Fund, if approved by the shareholders of such Fund, on the Effective Date for such Fund, as set forth in Appendix A attached hereto. If so approved, this Agreement shall thereafter continue in force and effect until June 30, 2001, and may be continued from year to year thereafter, provided that the continuation of the Agreement is specifically approved at least annually:

(a) (i) by the Board of Trustees or (ii) by the vote of "a majority of the outstanding voting securities" of such Fund (as defined in Section 2(a)(42) of the 1940 Act); and

(b) by the affirmative vote of a majority of the trustees who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of a party to this Agreement (other than as trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose.

14. Termination. This Agreement may be terminated as to the Trust or as to any one or more of the Funds at any time, without the payment of any penalty, by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the applicable Fund, or by the Advisor, on sixty (60) days' written notice to the other party. The notice provided for herein may be waived by the party entitled to receipt thereof. This Agreement shall automatically terminate in the event of its assignment, the term "assignment" for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act.

15. Amendment. No amendment of this Agreement shall be effective unless it is in writing and signed by the party against which enforcement of the amendment is sought.

16. Liability of Advisor and Fund. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Advisor or any of its officers, directors or employees, the Advisor shall not be subject to liability to the Trust or to the Funds or to any shareholder of the Funds for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of the Advisor to one Fund shall not automatically impart liability on the part of the Advisor to any other Fund. No Fund shall be liable for the obligations of any other Fund.

17. Liability of Shareholders. Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Agreement are not binding upon any of the shareholders of the Trust individually but are binding only upon the assets and property of the Trust and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as shareholders of private corporations for profit.

18. Notices. Any notices under this Agreement shall be in writing, addressed and delivered, telecopied or mailed postage paid, to the other party entitled to receipt thereof at such address as such party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and that of the Advisor shall be 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.

19. Questions of Interpretation. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act or the Advisers Act shall be resolved by reference to such term or provision of the 1940 Act or the Advisers Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said Acts. In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of the Agreement is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order. Subject to the foregoing, this Agreement shall be

governed by and construed in accordance with the laws (without reference to conflicts of law provisions) of the State of Texas.

20. License Agreement. The Trust shall have the non-exclusive right to use the name "AIM" to designate any current or future series of shares only so long as A I M Advisors, Inc. serves as investment manager or advisor to the Trust with respect to such series of shares.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first written above.

AIM VARIABLE INSURANCE FUNDS
(a Delaware business trust)

Attest:

/s/ NANCY L. MARTIN                     By: /s/ ROBERT H. GRAHAM
----------------------------------         ------------------------------------
      Assistant Secretary                              President

(SEAL)


Attest:                                 A I M ADVISORS, INC.


/s/ NANCY L. MARTIN                     By: /s/ ROBERT H. GRAHAM
----------------------------------         ------------------------------------
      Assistant Secretary                              President

(SEAL)

NAME OF FUND                                                  EFFECTIVE DATE OF ADVISORY AGREEMENT
------------                                                  ------------------------------------

AIM V.I. Aggressive Growth Fund                                        May 1, 2000

AIM V.I. Balanced Fund                                                 May 1, 2000

AIM V.I. Blue Chip Fund                                                May 1, 2000

AIM V.I. Capital Appreciation Fund                                     May 1, 2000

AIM V.I. Capital Development Fund                                      May 1, 2000

AIM V.I. Dent Demographic Trends Fund                                  May 1, 2000

AIM V.I. Diversified Income Fund                                       May 1, 2000

AIM V.I. Global Growth and Income Fund                                 May 1, 2000

AIM V.I. Global Utilities Fund                                         May 1, 2000

AIM V.I. Government Securities Fund                                    May 1, 2000

AIM V.I. Growth and Income Fund                                        May 1, 2000

AIM V.I. Growth Fund                                                   May 1, 2000

AIM V.I. High Yield Fund                                               May 1, 2000

AIM V.I. International Equity Fund                                     May 1, 2000

AIM V.I. Money Market Fund                                             May 1, 2000

AIM V.I. Telecommunications and Technology Fund                        May 1, 2000

AIM V.I. Value Fund                                                    May 1, 2000

APPENDIX B
COMPENSATION TO THE ADVISOR

The Trust shall pay the Advisor, out of the assets of a Fund, as full compensation for all services rendered, an advisory fee for such Fund set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Fund for the calendar year computed in the manner used for the determination of the net asset value of shares of such Fund.

NET ASSETS                                                                                             ANNUAL RATE
----------                                                                                             -----------

First $250 million...................................................................................   0.65%
Over $250 million....................................................................................   0.60%

NET ASSETS                                                                                             ANNUAL RATE
----------                                                                                             -----------

First $150 million...................................................................................   0.80%
Over $150 million....................................................................................   0.625%

NET ASSETS                                                                                             ANNUAL RATE
----------                                                                                             -----------

First $150 million...................................................................................   0.75%
Over $150 million....................................................................................   0.50%

NET ASSETS                                                                                             ANNUAL RATE
----------                                                                                             -----------

First $350 million...................................................................................    0.75%
Over $350 million....................................................................................   0.625%

NET ASSETS                                                                                             ANNUAL RATE
----------                                                                                             -----------

First $2 billion.....................................................................................   0.85%
Over $2 billion......................................................................................   0.80%

NET ASSETS                                                                                             ANNUAL RATE
----------                                                                                             -----------

First $250 million...................................................................................   0.60%
Over $250 million....................................................................................   0.55%

NET ASSETS                                                                                             ANNUAL RATE
----------                                                                                             -----------

Average Daily Net Assets.............................................................................   1.00%

NET ASSETS                                                                                             ANNUAL RATE
----------                                                                                             -----------

First $250 million...................................................................................   0.50%
Over $250 million....................................................................................   0.45%

NET ASSETS                                                                                             ANNUAL RATE
----------                                                                                             -----------

First $200 million...................................................................................   0.625%
Next $300 million....................................................................................    0.55%
Next $500 million....................................................................................    0.50%
Amount over $1 billion...............................................................................    0.45%

NET ASSETS                                                                                             ANNUAL RATE
----------                                                                                             -----------

First $250 million...................................................................................   0.75%
Over $250 million....................................................................................   0.70%

NET ASSETS                                                                                             ANNUAL RATE
----------                                                                                             -----------

First $250 million...................................................................................   0.40%
Over $250 million....................................................................................   0.35%

EXHIBIT d(7)(b)

AIM V.I. DENT DEMOGRAPHIC TRENDS FUND

SUB-ADVISORY AGREEMENT

THIS AGREEMENT is made and entered into this 1st day of May, 2000, by and between A I M Advisors, Inc., a Delaware corporation (the "Adviser"), and H.S. Dent Advisors, Inc., a Delaware corporation (the "Sub-Adviser").

RECITALS

WHEREAS, AIM V.I. Dent Demographic Trends Fund (the "Fund") is a series of AIM Variable Insurance Funds (the "Trust"), a Delaware business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act") as an open-end, diversified management investment company;

WHEREAS, the Adviser is registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), as an investment adviser and engages in the business of acting as an investment adviser;

WHEREAS, the Sub-Adviser has applied for registration under the Advisers Act as an investment adviser to enable it to engage in the business of acting as an investment adviser;

WHEREAS, the Adviser expects to enter into an investment advisory agreement with the Fund (the "Investment Advisory Agreement") pursuant to which the Adviser will act as investment adviser with respect to the Fund; and

WHEREAS, the Adviser wishes to retain the Sub-Adviser for purposes of rendering advisory services to the Adviser in connection with the Fund upon the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:

1. Appointment of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to render investment research and advisory services to the Adviser with respect to the Fund under the supervision of the Adviser, and the Sub-Adviser hereby accepts such appointment, all subject to the terms and conditions contained herein. The Sub-Adviser shall use its best judgment, efforts and facilities in rendering its services as investment adviser.

2. Advisory Services. The duties of the Sub-Adviser shall be limited to the following:

(a) Rendering investment research and advisory services to the Adviser with respect to the Fund, under the supervision of the Adviser and subject to the approval and direction of the Board of Trustees of the Fund;

(b) Analyzing and recommending appropriate industry and sector allocations and weightings for the Fund's investment portfolio, in accordance with the philosophies of Harry S. Dent, Jr. ("Mr. Dent") concerning industry and sector allocations based on demographic principles. The duties of the Sub-Adviser shall

not include selection of specific securities within the recommended industry or sectors for purchase or sale.

(c) Providing, on a monthly basis, recommendations of the appropriate industry and sector allocations and weightings for the Fund. The Sub-Adviser, at its sole and absolute discretion, may elect to make such recommendations more frequently based on market conditions. The Sub-Adviser shall make Mr. Dent available for discussions with respect to industry and sector allocations and weightings of the Fund upon reasonable request by the Adviser.

(d) Providing written materials concerning industry and sector allocations and weightings for the Fund to the Board of Trustees of the Trust upon request by the Board of Trustees.

(e) Making Mr. Dent available to speak at promotional meetings on 25 days selected by mutual agreement of the Adviser and Sub-Adviser. Mr. Dent may agree, at his sole discretion, to appear at more than one meeting on any day upon request by the Adviser.

(f) Making Mr. Dent available, upon request by the Adviser and subject to Mr. Dent's availability, for telephone conference calls intended to educate persons involved in distribution of the Fund's shares on the investment principles of the Fund and for other educational and promotional activities not requiring travel.

3. Control by Board of Trustees. Any investment program recommended by the Sub-Adviser pursuant to this Agreement, as well as any other activities undertaken by the Sub-Adviser with respect to the Fund, shall at all times be subject to any directives of the Board of Trustees of the Fund.

4. Compliance with Applicable Requirements. Prior to performing any services under this Agreement the Sub-Adviser shall have become a registered investment adviser under the Advisers Act. In carrying out its obligations under this Agreement, the Sub-Adviser shall at all times conform to:

(a) all applicable provisions of the 1940 Act and Advisers Act and any rules and regulations adopted thereunder;

(b) the provisions of the registration statement of the Fund, as the same may be amended from time to time, under the Securities Act of 1933 and the 1940 Act;

(c) the provisions of the corporate charter and by-laws of the Fund, as the same may be amended from time to time; and

(d) any other applicable provisions of state and federal law.

5. Compensation. The Adviser shall pay the Sub-Adviser, as compensation for services rendered hereunder, an amount per annum based upon the net asset value of the Fund as follows:

    Assets                             Basis Points
    ------                             ------------

Up to $1 billion                            13

From $1 billion to $2 billion               10

Over $2 billion                              7

The Adviser will begin payment of such fees when the net asset value of the Fund has reached $50 million, and the fee will be paid on a monthly basis thereafter.

6. Expenses of the Fund. All of the ordinary business expenses incurred in the operations of the Fund and the offering of its shares shall be borne by the Fund unless specifically provided otherwise in this Agreement. These expenses borne by the Fund include but are not limited to brokerage commissions, taxes, legal, auditing, governmental fees, the cost of preparing share certificates, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to directors and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Fund in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Fund's shareholders.

7. Exclusivity. Sub-Adviser shall not render investment advice or similar services directly or indirectly to any investment company that offers or has offered its shares for sale in a public offering, other than (i) the Fund and other investment companies that are advised or distributed by A I M Management Group Inc. or its affiliates and (ii) unit investment trusts identified on Exhibit A to this Agreement. It is understood and agreed that Exhibit A may be amended from time to time by mutual agreement of the Adviser and Sub-Adviser and that officers or directors of the Sub-Adviser are not prohibited from engaging in any other business activity or from rendering any other services to any other person, or from serving as partners, officers, directors or trustees of any other firm or trust, including other investment advisory companies so long as such activity or service is unrelated to the rendering of investment advice to investment companies that offer or have offered their shares for sale in a public offering.

8. Trading Practices. The Adviser and Sub-Adviser each agree to comply with the requirement of Rule 17j-l under the 1940 Act and that they shall not engage in any conduct or practice prohibited by said Rule.

9. Term and Approval. This Agreement shall become effective if approved by the shareholders of the Fund, and if so approved, this Agreement shall thereafter continue in force and effect for two (2) years and may be continued from year to year thereafter, provided that the continuation of the Agreement is specifically approved at least annually by the Fund's Board of Trustees.

10. Termination.

(a) This Agreement shall automatically terminate in the event of its assignment, the term "assignment" for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act.

(b) This Agreement may be terminated as follows:

(i) At any time, without the payment of any penalty, by the vote of the Fund's Board of Trustees or by vote of a majority of the Fund's outstanding voting securities.

(ii) The Sub-Adviser may terminate this Agreement if the Fund does not commence a public offering of its shares on or before September 30, 1999.

(iii) By either party in the event that certain Servicemark License Agreement of even date herewith between Harry S. Dent, Jr. and A I M Management Group Inc. is terminated or expires.

(iv) By either party upon the occurrence of a material breach of the terms of the Agreement by the other party that remains uncured for a period of 30 days after notice thereof is given by the terminating party.

(c) The party electing to terminate the Agreement under paragraph 10(b) must provide 60 days' prior written notice to the other party and to the Fund of such election. The notice provided for herein may be waived by either party.

11. Liability of Sub-Adviser. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser or any of its officers, directors or employees, the Sub-Adviser shall not be subject to liability to the Adviser for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

12. Notices. Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to such address as may be designated for the receipt of such notice, with a copy to the Fund. Until further notice, it is agreed that the address of the Fund and that of the Adviser shall be Eleven Greenway Plaza, Suite 100, Houston, Texas 77046 and that of the Sub-Adviser shall be H.S. Dent Advisors, Inc., P. O. Box 914, Moss Beach, CA 94038.

13. Questions of Interpretation; Applicable Law. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act or the Advisers Act shall be resolved by reference to such term or provision of the 1940 Act or the Advisers Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations, or orders of the Securities and Exchange Commission issued pursuant to said Acts. In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of the Agreement is revised by rule, regulation or order of the Securities and Exchange Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

14. Dispute Resolution. All claims, disputes and other matters in question between the parties to this Agreement, arising out of or relating to this Agreement or the breach thereof, shall be decided by arbitration in accordance with the rules of the American Arbitration Association then in effect unless the parties mutually agree otherwise.

(a) Any such claim, dispute or other matter shall be submitted to one arbitrator designated by Licensor, provided that if Licensee objects to Licensor's arbitrator, each of Licensor and Licensee will designate an arbitrator who will jointly designate a third arbitrator and the matter shall be submitted to all three arbitrators for decision; otherwise one arbitrator shall be used. This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law.

(b) Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations.

(c) The award rendered by the arbitrators shall be final, and judgement may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. The prevailing party in any arbitration under this Agreement shall be awarded its reasonable attorney's fees and costs associated with the arbitration.

(d) The location for settlement for any and all claims, controversies or disputes arising out of or relating to this Agreement or any breach thereof when decided by arbitration shall be in Houston, Texas.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first written above.

A I M Advisors, Inc. Attest:

      /s/ NANCY L. MARTIN                          /s/ ROBERT H. GRAHAM
----------------------------------      By: ----------------------------------
      Assistant Secretary                                President

(SEAL)

H.S. Dent Advisors, Inc. Attest:

     /s/ DONNA R. WINDELL                              /s/ ILLEGIBLE
----------------------------------      By: ----------------------------------
     Assistant Secretary                                  President

(SEAL)

           Name of Company                                        Sponsor
           ---------------                                        -------
Roaring 2000's Unit Investment Trusts                  Van Kampen Funds, Inc.

EXHIBIT f(3)

AIM FUNDS

RETIREMENT PLAN FOR ELIGIBLE

DIRECTORS/TRUSTEES

Effective as of March 8, 1994
As Restated September 18, 1995
As Restated March 7, 2000

AIM FUNDS

RETIREMENT PLAN FOR ELIGIBLE

DIRECTORS/TRUSTEES

                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE I.................................................................    1
     1.1 Definitions......................................................    1
     1.2 Plurals and Gender...............................................    3
     1.3 Directors/Trustees...............................................    3
     1.4 Headings.........................................................    3
     1.5 Severability.....................................................    3
ARTICLE II................................................................    3
     2.1 Commencement of Participation....................................    3
     2.2 Termination of Participation.....................................    3
     2.3 Resumption of Participation......................................    4
     2.4 Determination of Eligibility.....................................    4
ARTICLE III...............................................................    4
     3.1 Retirement.......................................................    4
     3.2 Retirement Benefit...............................................    4
     3.3 Termination of Service Before Retirement.........................    4
     3.4 Termination of Service by Reason of Death........................    5
     3.5 Benefits Calculated in the Aggregate for all of the AIM Funds....    5
ARTICLE IV................................................................    5
     4.1 Death Prior to Commencement of Benefits..........................    5
     4.2 Death Subsequent to Commencement of Benefits.....................    5
     4.3 Death of Spouse..................................................    5
ARTICLE V.................................................................    6
     5.1 Suspension of Benefits Upon Resumption of Service................    6
     5.2 Payments Due Missing Persons.....................................    6

ARTICLE VI................................................................    6
     6.1 Appointment of Administrator.....................................    6
     6.2 Powers and Duties of Administrator...............................    6
     6.3 Action by Administrator..........................................    7
     6.4 Participation by Administrators..................................    7
     6.5 Agents and Expenses..............................................    8
     6.6 Allocation of Duties.............................................    8
     6.7 Delegation of Duties.............................................    8
     6.8 Administrator's Action Conclusive................................    8
     6.9 Records and Reports..............................................    8
     6.10 Information from the AIM Funds..................................    8
     6.11 Reservation of Rights by Boards of Directors....................    9
     6.12 Liability and Indemnification...................................    9
ARTICLE VII...............................................................    9
     7.1 Amendments.......................................................    9
     7.2 Termination......................................................   10
ARTICLE VIII..............................................................   10
     8.1 Rights of Creditors..............................................   10
     8.2 Liability Limited................................................   10
     8.3 Incapacity.......................................................   10
     8.4 Cooperation of Parties...........................................   10
     8.5 Governing Law....................................................   11
     8.6 Nonguarantee of Directorship.....................................   11
     8.7 Counsel..........................................................   11
     8.8 Spendthrift Provision............................................   11
     8.9 Forfeiture for Cause.............................................   11
ARTICLE IX................................................................   12
     9.1 Notice of Denial.................................................   12
     9.2 Right to Reconsideration.........................................   12
     9.3 Review of Documents..............................................   12
     9.4 Decision by Administrator........................................   12
     9.5 Notice by Administrator..........................................   12

RETIREMENT PLAN FOR ELIGIBLE

DIRECTORS/TRUSTEES

PREAMBLE

Effective as of March 8, 1994, the regulated investment companies managed, administered and/or distributed by A I M Advisors, Inc. or its affiliates (the "AIM Funds") have adopted THE AIM FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES (the "Plan") for the benefit of each of the directors and trustees of each of the AIM Funds who is not an employee of any of the AIM Funds, A I M Management Group Inc. or any of their affiliates. As the Plan does not benefit any employees of the AIM Funds, it is not intended to be classified as an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

ARTICLE I

DEFINITION OF TERMS AND CONSTRUCTION

Unless a different meaning is plainly implied by the context, the following terms as used in this Plan shall have the following meanings:

(a) "Accrued Benefit" shall mean, as of any date prior to a Participant's Retirement date, his Retirement Benefit commencing on such Retirement date, but based upon his Compensation and Years of Service computed as of such date of determination.

(b) "Actuary" shall mean the independent actuary selected by the Administrator.

(c) "Administrator" shall mean the administrative committee provided for in Article VI.

(d) "AIM Funds" shall mean those regulated investment companies managed, administered or distributed by A I M Advisors, Inc. or its affiliates, set forth on Appendix A hereto, as such Appendix may be amended from time to time.

(e) "Board of Directors" shall mean the Board of Directors or Board of Trustees of each of the AIM Funds.

(f) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

(g) "Compensation" shall mean, for any Director, the amount of the retainer paid or accrued by the AIM Funds for such Director during the twelve month period immediately

preceding the Director's Retirement, including amounts deferred under a separate agreement between the AIM Funds and the Director. The amount of such retainer Compensation shall be as determined by the Administrator.

(h) "Deferred Retirement Date" shall mean the last day of the Plan Year in which a Participant terminated Service after his Normal Retirement Date.

(i) "Director" shall mean an individual who is a director or trustee of one or more of the AIM Funds which have adopted the Plan but who is not an employee of any of the AIM Funds, A I M Management Group Inc. or any of their affiliates.

(j) "Disability" shall mean the inability of the Participant to participate in meetings of the Board of Directors, either in person or by telephone, for a period of at least nine (9) months.

(k) "Effective Date" shall mean March 8, 1994.

(l) "Fund" shall mean an AIM Fund which has adopted this Plan.

(m) "Mandatory Retirement Date" shall mean the last day of the Plan Year in which a participant has reached the age of 72. Such Mandatory Retirement Date may be extended upon the majority vote of the Boards of Directors of the AIM Funds.

(n) "Normal Retirement Date" shall mean the last day of the Plan Year in which a Participant has both attained age 65 (or at least age 55 in the event of the Director's termination of Service by reason of death or Disability) and has completed at least five continuous and non-forfeited Years of Service (and thirty months of Service with one or more of the AIM Funds).

(o) "Participant" shall mean a Director who has met all of the eligibility requirements of the Plan and who is currently included in the Plan as provided in Article II hereof.

(p) "Plan" shall mean the "AIM Funds Retirement Plan for Eligible Directors/Trustees" as described herein or as hereafter amended from time to time.

(q) "Plan Year" shall mean the calendar year.

(r) "Retirement" shall mean a Director's termination of his active Service with the AIM Funds on or after his Normal Retirement Date, due to his death, Disability, or voluntary or involuntary termination of his Service.

(s) "Retirement Benefit" shall mean the benefit described under
Section 3.2 hereof.

(t) "Service" shall mean an individual's serving as a Director of one or more of the AIM Funds. Furthermore, any unbroken service provided by a Participant (i) to an AIM Fund immediately prior to its being managed or administered by AIM Advisors, Inc. (or any of

its affiliates) or (ii) to a predecessor of an AIM Fund immediately prior to its being merged into such AIM Fund, will be taken into account in determining such Participant's Years of Service, subject to all restrictions and other forfeiture provisions contained herein.

(u) "Year of Service" shall mean a twelve consecutive month period of Service. For all purposes in this Plan, if a Participant's Service terminates prior to his Retirement, he shall forfeit credit for all Years of Service completed prior to such termination unless (a) he again becomes a Director and
(b) the number of Years of Service he accumulated prior to such termination exceeded the number of years in which he did not serve as a Director.

Where appearing in the Plan, the masculine gender shall include the feminine and neuter genders, and the singular shall include the plural, and vice versa, unless the context clearly indicates a different meaning.

Where appropriate, the term "director" shall refer to "trustee", "directorship" shall refer to "trusteeship" and "Board of Directors" shall refer to "Board of Trustees."

The headings and sub-headings in this Plan are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof.

In case any provision of this Plan shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions of this Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provisions had never been inserted herein.

ARTICLE II

PARTICIPATION

Each Director shall become a Participant hereunder on the date his directorship of one or more of the AIM Funds commences.

After commencement or resumption of his participation, a Director shall remain a Participant until the earliest of the following dates:

(a) His actual Retirement date;

(b) His date of death;

(c) The date on which he otherwise incurs a termination of Service; or

(d) The effective date of the termination of the Plan.

Any Participant whose Service terminates and who thereafter again becomes a Director shall resume participation immediately upon again becoming a Director except that, as provided in Section 1.1(u) hereof, if his Service is terminated prior to his Normal Retirement Date, for all purposes of this Plan he shall forfeit credit for all Years of Service completed prior to such termination of his Service.

The Administrator shall determine the eligibility of Directors in accordance with the provisions of this Article.

ARTICLE III

BENEFITS UPON
RETIREMENT AND OTHER TERMINATION OF SERVICE

In order to receive Retirement Benefits under this Plan a Director must reach the age of 65 (55 in the event of death or disability), the Normal Retirement Date, as defined in Section 1.1(n) before retiring. Each Director must retire on reaching the age of 72, the Mandatory Retirement Date, as defined in Section
1.1(m). Such Mandatory Retirement Date may be extended upon the majority vote of the Board of Directors of the AIM Funds.

Upon Retirement a Participant shall be entitled to receive an annual benefit from the AIM Funds commencing on the first day of the calendar quarter coincident with or next following his date of Retirement, payable in quarterly installments for a period of no more than ten (10) years (or, if less, the number of his Years of Service) equal to seventy-five percent (75%) of his Compensation.

In the event that a Participant's Service terminates by reason of death, Disability or removal by the Board for cause (as defined in Section 8.9) prior to his Normal Retirement Date, he shall not be entitled to receive any benefits hereunder. If a Participant's Service terminates for any other reason and he has accumulated at least five (5) continuous and non-forfeited Years of Service, he shall be entitled to receive his Accrued Benefit determined as of such date of termination.

No benefits will be paid under this Plan with respect to a Participant after his death other than as provided in Article IV.

With respect to each Participant, the benefits payable hereunder shall be based on the aggregate Compensation paid by the AIM Funds and on the Participant's non-forfeited Years of Service. Each Fund's share of the obligation to provide such benefits shall be determined by use of accounting methods adopted by the Administrator.

ARTICLE IV

DEATH BENEFITS

In the event of a Participant's death subsequent to his Normal Retirement Date, but prior to the commencement of his Retirement Benefits under Article III hereof, the surviving spouse (if any) of such Participant shall be entitled to receive a quarterly survivor's benefit for a period of no more than ten (10) years (or, if less, the number of the Participant's Years of Service) beginning on the first day of the calendar quarter next following the date of the Participant's death equal to fifty percent (50%) of the amount of the quarterly installments of Retirement Benefits that would have been paid to the Participant under Sections 3.2 or 3.3 hereof had his Retirement occurred on his date of death.

In the event a Participant dies after the commencement of his Retirement Benefit under Article III, but prior to the cessation of the payment of such Retirement Benefits, the surviving spouse (if any) of such Participant shall be entitled to receive survivor's benefits equal to fifty percent (50%) of the amount of the annual Retirement Benefit payable to the Participant under Article III hereunder, paid at such times, and for such period, as such Retirement Benefit would have continued to have been paid to the Participant had he not died.

(a) In the event a Participant is not survived by a spouse, no benefits will be paid hereunder upon the Participant's death.

(b) If a deceased Participant's surviving spouse dies while receiving survivor's benefits hereunder, any installments not paid at the time of the surviving spouse's death shall be forfeited.

ARTICLE V

SUSPENSION OF BENEFITS, ETC.

In the case of a Participant who, at a time when he is receiving Retirement Benefits under Article III of this Plan, resumes Service with any AIM Fund, such Retirement Benefits shall be suspended until his subsequent Retirement, termination of Service or death. Subject to the Years of Service limitations of Section 3.2 hereof, in the event of his Retirement or termination of Service following such a suspension, the quarterly amount of his remaining Retirement Benefits shall thereafter be adjusted, if appropriate, to reflect any additional Years of Service completed by, or a higher rate of Compensation received by, such Participant.

The Administrator shall make a reasonable effort to locate all persons entitled to benefits (including Retirement Benefits and survivor's benefits for spouses) under the Plan; however, notwithstanding any provisions of this Plan to the contrary, if, after a period of 5 years from the date any of such benefits first become due, any such persons entitled to benefits have not been located, their rights under the Plan shall stand suspended. Before this provision becomes operative, the Administrator shall send a certified letter to all such persons (if any) at their last known address advising them that their benefits under the Plan shall be suspended. Any such suspended amounts shall be held by the AIM Funds for a period of 3 additional years (or a total of 8 years from the time the benefits first became payable) and thereafter such amounts shall be forfeited.

ARTICLE VI

ADMINISTRATOR

This Plan shall be administered by the Nominating and Compensation Committees of the Boards of Directors of the AIM Funds. The members of such committees are not "interested persons" (within the meaning of Section 2(a)(19) of the Investment Company Act of 1940) of any of the AIM Funds. The term "Administrator" as used in this Plan shall refer to the members of such committees, either individually or collectively, as appropriate.

Except as provided below, the Administrator shall have the following duties and responsibilities in connection with the administration of this Plan:

(a) To promulgate and enforce such rules, regulations and procedures as shall be proper for the efficient administration of the Plan;

(b) To determine all questions arising in the administration, interpretation and application of the Plan, including questions of eligibility and of the status and rights of Participants and any other persons hereunder;

(c) To decide any dispute arising hereunder; provided, however, that no Administrator shall participate in any matter involving any questions relating solely to his own participation or benefits under this Plan;

(d) To advise the Boards of Directors of the AIM Funds regarding the known future need for funds to be available for distribution;

(e) To correct defects, supply omissions and reconcile inconsistencies to the extent necessary to effectuate the Plan;

(f) To compute the amount of benefits and other payments which shall be payable to any Participant or surviving spouse in accordance with the provisions of the Plan and to determine the person or persons to whom such benefits shall be paid;

(g) To make recommendations to the Boards of Directors of the AIM Funds with respect to proposed amendments to the Plan;

(h) To file all reports with government agencies, Participants and other parties as may be required by law, whether such reports are initially the obligation of the AIM Funds, or the Plan;

(i) To engage the Actuary of the Plan and to cause the liabilities of the Plan to be evaluated by the Actuary; and

(j) To have all such other powers as may be necessary to discharge its duties hereunder.

The Administrator may elect a Chairman and Secretary from among its members and may adopt rules for the conduct of its business. A majority of the members then serving shall constitute a quorum for the transacting of business. All resolutions or other action taken by the Administrator shall be by vote of a majority of those present at such meeting and entitled to vote. Resolutions may be adopted or other action taken without a meeting upon written consent signed by at least a majority of the members. All documents, instruments, orders, requests, directions, instructions and other papers shall be executed on behalf of the Administrator by either the Chairman or the Secretary of the Administrator, if any, or by any member or agent of the Administrator duly authorized to act on the Administrator's behalf.

No Administrator shall be precluded from becoming a Participant in the Plan if he would be otherwise eligible, but he shall not be entitled to vote or act upon matters or to sign any documents relating specifically to his own participation under the Plan, except when such

matters or documents relate to benefits generally. If this disqualification results in the lack of a quorum, then the Boards of Directors, by majority vote of the members of a majority of such Boards of Directors (a "Majority Vote"), shall appoint a sufficient number of temporary Administrators, who shall serve for the sole purpose of determining such a question.

The Administrator may employ agents and provide for such clerical, legal, actuarial, accounting, medical, advisory or other services as it deems necessary to perform its duties under this Plan. The cost of such services and all other expenses incurred by the Administrator in connection with the administration of the Plan shall be allocated to each Fund pursuant to the method utilized under Section 3.5 hereof with respect to costs related to benefit accruals. For purposes of the preceding sentence, if an individual serves as a Director for more than one Fund, he shall be deemed to be a separate Director for each such Fund in determining the aggregate number of Directors of the AIM Funds.

The duties, powers and responsibilities reserved to the Administrator may be allocated among its members so long as such allocation is pursuant to written procedures adopted by the Administrator, in which case no Administrator shall have any liability, with respect to any duties, powers or responsibilities not allocated to him, for the acts or omissions of any other Administrator.

The Administrator may delegate any of its duties to employees of A I M Advisors, Inc. or any of its affiliates or to any other person or firm, provided that the Administrator shall prudently choose such agents and rely in good faith on their actions.

Any action on matters within the discretion of the Administrator shall be final and conclusive.

The Administrator shall maintain adequate records of its actions and proceedings in administering this Plan and shall file all reports and take all other actions as it deems appropriate in order to comply with any federal or state law.

The AIM Funds shall promptly furnish all necessary information to the Administrator to permit it to perform its duties under this Plan. The Administrator shall be entitled to rely upon the accuracy and completeness of all information furnished to it by the AIM Funds, unless it knows or should have known that such information is erroneous.

When rights are reserved in this plan to the Boards of Directors, such rights shall be exercised only by Majority Vote of the Boards of Directors, except where the Boards of Directors, by unanimous written resolution, delegate any such rights to one or more persons or to the Administrator. Subject to the rights reserved to the Boards of Directors as set forth in this Plan, no member of the Boards of Directors shall have any duties or responsibilities under this Plan, except to the extent he shall be acting in the capacity of an Administrator.

(a) The Administrator shall perform all duties required of it under this Plan in a prudent manner. The Administrator shall not be responsible in any way for any action or omission of the AIM Funds or their employees in the performance of their duties and obligations as set forth in this Plan. The Administrator also shall not be responsible for any act or omission of any of its agents provided that such agents were prudently chosen by the Administrator and that the Administrator relied in good faith upon the action of such agents.

(b) Except for its own gross negligence, willful misconduct or willful breach of the terms of this Plan, the Administrator shall be indemnified and held harmless by the AIM Funds against any and all liability, loss, damages, cost and expense which may arise, occur by reason of, or be based upon, any matter connected with or related to this Plan or its administration (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or in settlement of any such claim).

ARTICLE VII

AMENDMENTS AND TERMINATION

The Boards of Directors reserve the right at any time and from time to time, and retroactively if deemed necessary or appropriate by them, to amend in whole or in part by Majority Vote any or all of the provisions of this Plan, provided that:

(a) No amendment shall make it possible for any part of a Participant's or former Participant's Retirement Benefit to be used for, or diverted to, purposes other than for the exclusive benefit of such Participant or surviving spouse, except to the extent otherwise provided in this Plan;

(b) No amendment may reduce any Participant's or former Participant's Retirement Benefit as of the effective date of the amendment;

Amendments may be made in the form of Board of Directors' resolutions or separate written document.

Except as provided below, the Boards of Directors reserve the right to terminate this Plan at any time by Majority Vote by giving to the Administrator notice in writing of such desire to terminate. The Plan shall terminate upon the date of receipt of such notice and the rights of all Participants to their Retirement Benefits (determined as of the date the Plan is terminated) shall become payable upon the effective date of the termination of the Plan in quarterly installments or in an actuarially equivalent lump sum as determined by the Administrator.

ARTICLE VIII

MISCELLANEOUS

(a) The Plan is unfunded. Neither the Participants nor any other persons shall have any interest in any fund or in any specific asset or assets of any of the AIM Funds by reason of any Accrued or Retirement Benefit hereunder, nor any rights to receive distribution of any Retirement Benefit except and as to the extent expressly provided hereunder.

(b) The Accrued and Retirement Benefits of each Participant are unsecured and shall be subject to the claims of the general creditors of the AIM Funds.

Neither the AIM Funds, the Administrator, nor any agents, employees, officers, directors or shareholders of any of them, nor any other person shall have any liability or responsibility with respect to this Plan, except as expressly provided herein.

If the Administrator shall receive evidence satisfactory to it that a Participant or surviving spouse entitled to receive any benefit under the Plan is, at the time when such benefit becomes payable, physically or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or an institution is then maintaining or has custody of such Participant or surviving spouse and that no guardian, committee or other representative of the estate of such Participant or surviving spouse shall have been duly appointed, the Administrator may make payment of such benefit otherwise payable to such Participant or surviving spouse to such other person or institution, and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit.

All parties to this Plan and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary or desirable for carrying out this Plan or any of its provisions.

All rights under the Plan shall be governed by and construed in accordance with rules of Federal law applicable to such plans and, to the extent not preempted, by the laws of the State of Texas without regard to principles of conflicts of law. No action shall be brought by or on behalf of any Participant for or with respect to benefits due under this Plan unless the person bringing such action has timely exhausted the Plan's claim review procedure. Any such action must be commenced within three years. This three-year period shall be computed from the earlier of (a) the date a final determination denying such benefit, in whole or in part, is issued under the Plan's claim review procedure or (b) the date such individual's cause of action first accrued. Any dispute, controversy or claim arising out of or in connection with this Plan (including the applicability of this arbitration provision) and not resolved pursuant to the Plan's claim review procedure shall be determined and settled by arbitration conducted by the American Arbitration Association ("AAA") in the County and State of the Funds' principal place of business and in accordance with the then existing rules, regulations, practices and procedures of the AAA. Any award in such arbitration shall be final, conclusive and binding upon the parties to the arbitration and may be enforced by either party in any court of competent jurisdiction. Each party to the arbitration will bear its own costs and fees (including attorney's fees).

Nothing contained in this Plan shall be construed as a guaranty or right of any Participant to be continued as a Director of one or more of the AIM Funds (or of a right of a Director to any specific level of Compensation) or as a limitation of the right of the AIM Funds to remove any of its directors.

The Administrator may consult with legal counsel, who may be counsel for one or more of the Boards of Directors of the AIM Funds and for the Administrator, with respect to the meaning or construction of this Plan, its obligations or duties hereunder or with respect to any action or proceeding or any question of law, and they shall be fully protected with respect to any action taken or omitted by them in good faith pursuant to the advice of legal counsel.

A Participant's interest in his Accrued Benefit or Retirement Benefit may not be transferred, alienated, assigned nor become subject to execution, garnishment or attachment, and any attempt to do so will render benefits hereunder immediately forfeitable.

Notwithstanding any other provision of this Plan to the contrary, any benefits to which a Participant (or his surviving spouse) may otherwise be entitled hereunder will be forfeited in the event the Administrator, in its sole discretion, determines that a Participant's termination of Service is due to such Participant's willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Director.

ARTICLE IX

CLS PROCEDURE

If a Participant is denied any Retirement Benefit (or a surviving spouse is denied a survivor's benefit) under this Plan, either in total or in an amount less than the full Retirement Benefit to which he would normally be entitled, the Administrator shall advise the Participant (or surviving spouse) in writing of the amount of his Retirement Benefit (or survivor's benefit), if any, and the specific reasons for the denial. The Administrator shall also furnish the Participant (or surviving spouse) at that time with a written notice containing:

(a) A specific reference to pertinent Plan provisions.

(b) A description of any additional material or information necessary for the Participant (or surviving spouse) to perfect his claim, if possible, and an explanation of why such material or information is needed.

(c) An explanation of the Plan's claim review procedure.

Within 60 days of receipt of the information stated in Section 9.1 above, the Participant (or surviving spouse) shall, if he desires further review, file a written request for reconsideration with the Administrator.

So long as the Participant's (or surviving spouse's) request for review is pending (including the 60 day period in 9.2 above), the Participant (or surviving spouse) or his duly authorized representative may review pertinent Plan documents and may submit issues and comments in writing to the Administrator.

A final and binding decision shall be made by the Administrator within 60 days of the filing by the Participant (or surviving spouse) of his request for reconsideration, provided, however, that if the Administrator, in its discretion, feels that a hearing with the Participant (or surviving spouse) or his representative present is necessary or desirable, this period shall be extended an additional 60 days.

The Administrator's decision shall be conveyed to the Participant (or surviving spouse) in writing and shall include specific reasons for the provisions on which the decision is based.

APPENDIX A

March 7, 2000

For the purposes of the Retirement Plan for Eligible Directors/Trustees "AIM Funds" shall mean each of the regulated investment companies constituting classes or series of shares of the following entities:

AIM ADVISOR FUNDS, INC.
AIM EQUITY FUNDS, INC.
AIM FUNDS GROUP
AIM INTERNATIONAL FUNDS, INC.
AIM INVESTMENT SECURITIES FUNDS
AIM SPECIAL OPPORTUNITIES FUNDS
AIM SUMMIT FUND, INC.
AIM TAX-EXEMPT FUNDS, INC.
AIM VARIABLE INSURANCE FUNDS, INC.
SHORT-TERM INVESTMENTS CO.
SHORT-TERM INVESTMENTS TRUST
TAX-FREE INVESTMENTS CO.

EXHIBIT f(7)

AIM FUNDS

DIRECTOR DEFERRED COMPENSATION AGREEMENT

As Amended March 7, 200O

AIM FUNDS

AGREEMENT, made on this ____ day of _______, 20___, by and between the registered open-end investment companies listed on Appendix A hereto (the "Funds"), and _______________________________________________ (the "Director") residing at ____________________________________________.

WHEREAS, the Funds and the Director have entered into agreements pursuant to which the Director will serve as a director/trustee of the Funds; and

WHEREAS, if the Funds and the Director have previously entered into an additional agreement whereby the Funds will provide to the Director a vehicle under which the Director can defer receipt of directors' fees payable by the Funds, they now desire to amend and restate such agreement.

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, the Funds and the Director hereby agree as follows:

1.1 Definitions. Unless a different meaning is plainly implied by the context, the following terms as used in this Agreement shall have the following meanings:

(a) "Beneficiary" shall mean such person or persons designated pursuant to Section 4.3 hereof to receive benefits after the death of the Director.

(b) "Boards of Directors" shall mean the respective Boards of Directors of the Funds.

(c) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

(d) "Compensation" shall mean the amount of directors' fees paid by each of the Funds to the Director during a Deferral Year prior to reduction for Compensation Deferrals made under this Agreement.

(e) "Compensation Deferral" shall mean the amount or amounts of the Director's Compensation deferred under the provisions of Section 3 of this Agreement.

(f) "Deferral Accounts" shall mean the accounts maintained to reflect the Director's Compensation Deferrals made pursuant to Section 3 hereof (or pursuant to any prior agreement) and any other credits or debits thereto.

(g) "Deferral Year" shall mean each calendar year during which the Director makes, or is entitled to make, Compensation Deferrals under Section 3 hereof.

(h) "Retirement" shall have the same meaning as set forth under the Retirement Plan.

(i) "Retirement Plan" shall mean the "AIM Funds Retirement Plan for Eligible Directors/Trustees."

(j) "Valuation Date" shall mean the last business day of each calendar year and any other day upon which the Funds makes valuations of the Deferral Accounts.

1.2 Plurals and Gender. Where appearing in this Agreement the singular shall include the plural and the masculine shall include the feminine, and vice versa, unless the context clearly indicates a different meaning.

1.3 Directors and Trustees. Where appearing in this Agreement, "Director" shall also refer to "Trustee" and "Board of Directors" shall also refer to "Board of Trustees."

1.4 Headings. The headings and sub-headings in this Agreement are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof.

1.5 Separate Agreement for Each Fund. This Agreement is drafted, and shall be construed, as a separate agreement between the Director and each of the Funds.

2.1 Commencement of Compensation Deferrals. The Director may elect, on a form provided by, and submitted to, the Presidents of the respective Funds, to commence Compensation Deferrals under Section 3 hereof for the period beginning on the later of (i) the date this Agreement is executed or (ii) the date such form is submitted to the Presidents of the Funds.

2.2 Termination of Deferrals. The Director shall not be eligible to make Compensation Deferrals after the earliest of the following dates:

(a) The date on which he ceases to serve as a Director of all of the Funds; or

(b) The effective date of the termination of this Agreement.

(a) On or prior to the first day of any Deferral Year, the Director may elect, on the form described in Section 2.1 hereof, to defer the receipt of all or a portion of his Compensation for such Deferral Year. Such writing shall set forth the amount of such Compensation Deferral (in whole percentage amounts). Such election shall continue in effect for all subsequent Deferral Years unless it is canceled or modified as provided below.

(b) Compensation Deferrals shall be withheld from each payment of Compensation by the Funds to the Director based upon the percentage amount elected by the Director under Section 3.1 (a) hereof.

(c) The Director may cancel or modify the amount of his Compensation Deferrals on a prospective basis by submitting to the Presidents of the Funds a revised Compensation Deferral election form. Such change will be effective as of the first day of the Deferral Year following the date such revision is submitted to the Presidents of the Funds.

(a) Each Fund shall establish a bookkeeping Deferral Account to which will be credited an amount equal to the Director's Compensation Deferrals under this Agreement made with respect to Compensation earned from each such Fund. Compensation Deferrals shall be allocated to the Deferral Accounts on the first business day following the date such Compensation Deferrals are withheld from the Director's Compensation. As of the date of this Agreement, the Deferral Accounts also shall be credited with the amounts credited to the Director under each other outstanding elective deferred compensation agreement entered into by and between the Funds and the Director which is superseded by this Agreement pursuant to Section 6.11 hereof. The Deferral Accounts shall be debited to reflect any distributions from such Accounts. Such debits shall be allocated to the Deferral Accounts as of the date such distributions are made.

(b) As of each Valuation Date, income, gain and loss equivalents (determined as if the Deferral Accounts are invested in the manner set forth under Section 3.3, below) attributable to the period following the next preceding Valuation Date shall be credited to and/or deducted from the Director's Deferral Accounts.

(a) (1) The Director may select, from various options made available by the Funds, the investment media in which all or part of his Deferral Accounts shall be deemed to be invested.

(2) The Director shall make an investment designation on a form provided by the Presidents of the Funds which shall remain effective until another valid direction has been made by the Director as herein provided. The Director may amend his investment designation by giving written direction to the Presidents of the Funds in such manner and at such time as the Funds may permit, but no less frequently than quarterly on thirty (30) days' notice prior to the end of a calendar quarter. A timely change to a Director's investment designation shall become effective as soon as practicable following receipt by the Presidents of the Funds.

(3) The investment media deemed to be made available to the Director, and any limitation on the maximum or minimum percentages of the Director's Deferral Accounts that may be invested any particular medium, shall be the same as from time-to-time communicated to the Director by the Presidents of the Funds.

(b) Except as provided below, the Director's Deferral Accounts shall be deemed to be invested in accordance with his investment designations, provided such designations conform to the provisions of this Section. If-

(1) the Director does not furnish the Presidents of the Funds with complete, written investment instructions, or

(2) the written investment instructions from the Director are unclear, then the Director's election to make Compensation Deferrals hereunder shall be held in abeyance and have no force or effect until such time as the Director shall provide the Presidents of the Funds with complete investment instructions. Notwithstanding the above, the Boards of Directors, in their sole discretion, may disregard the Director's election and determine that all Compensation Deferrals shall be deemed to be invested in a fund determined by the Boards of Directors. In the event that any fund under which any portion of the Director's Deferral Accounts is deemed to be invested ceases to exist, such portion of the Deferral Accounts thereafter shall be held in the successor to such fund, subject to subsequent deemed investment elections.

The Funds shall provide an annual statement to the Director showing such information as is appropriate, including the aggregate amount in the Deferral Accounts, as of a reasonably current date.

(a) Designation of Date. Each deferral direction given pursuant to
Section 3.1 shall include designation of the Payment Date for the value of the amount deferred. Such Payment Date shall be the first day of any calendar quarter, subject to the limitation set forth in paragraph 4.1(c).

(b) Extension Date. At least one year before the Payment Date initially designated pursuant to paragraph 4.1(a) above, the Participant may irrevocably elect to extend such Payment Date to the first day of any calendar quarter, subject to the limitation set forth in paragraph 4.1(c).

(c) Limitation. The Director shall select a Payment Date (or extended Payment Date) that is no sooner than the earlier of (i) the January 1 that follows the second anniversary of the Participant's deferral election made pursuant to paragraph 4.1(a) or (b) or (ii) the January 1 of the year after the Participant's Retirement.

(d) Methods of Payment. Distributions from the Director's Deferral Accounts shall be paid in cash in a single sum unless the Participant elects, at the time a Payment Date is selected pursuant to paragraph 4.1(a) or 4.1(b), to receive the amount payable in generally equal quarterly installments over a period not to exceed ten (10) years. In addition, at least one year before the Payment Date, a Director may change the method of payment previously selected.

(e) Irrevocability. Except as provided in paragraphs 4.1(b) and 4.1(d), a designation of a Payment Date and an election of installment payments shall be irrevocable; provided, however, that payment shall be made or begin on a different date as follows:

(1) Upon the Director's death, payment shall be made in accordance with Section 4.2,

(2) Upon the Director's ceasing to serve as a director of all of the Funds for reasons other than death or Retirement, payment shall be made or begin within three months after the end of the calendar year in which such termination occurs in accordance with the method elected by the Director pursuant to paragraph 4.1(d) provided the designation of such method had been made at least one year before such termination occurred, except that the Boards of Directors, in their sole discretion, may accelerate the distribution of such Deferral Accounts,

(3) Upon termination of this Agreement, payment shall be made in accordance with Section 5.2, and

(4) In the event of the liquidation, dissolution or winding up of a Fund or the distribution of all or substantially all of a Fund's assets and property relating to one or more series of its shares to the shareholders of such series (for this purpose a sale, conveyance or transfer of a Fund's assets to a trust, partnership, association or corporation in exchange for cash, shares or other securities with the transfer being made subject to, or with the assumption by the transferee of, the liabilities of the Fund shall not be deemed a termination of the Fund or such a distribution), all unpaid balances of the Deferral Accounts related to such Fund as of the effective date thereof shall be paid in a lump sum on such effective date.

4.2 Death Prior to Complete Distribution of Deferral Accounts. Upon the death of the Director prior to the commencement of the distribution of the amounts credited to his Deferral Accounts, the balance of such Accounts shall be distributed to his Beneficiary in accordance with the method of payment selected pursuant to paragraph 4.1(d), commencing as soon as practicable after the Director's death. In the event of the death of the Director after the commencement of such distribution, but prior to the complete distribution of his Deferral Accounts, the balance of the amounts credited to his Deferral Accounts shall be distributed to his Beneficiary over the remaining period during which such amounts were distributable to the Director under Section 4.1 hereof. Notwithstanding the above, the Boards of Directors, in their sole discretion, may accelerate the distribution of the Deferral Accounts.

4.3 Designation of Beneficiary. For purposes of Section 4.2 hereof, the Director's Beneficiary shall be the person or persons so designated by the Director in a written instrument submitted to the Presidents of the Funds. In the event the Director fails to properly designate a Beneficiary, his Beneficiary shall be the person or persons in the first of the following classes of successive preference Beneficiaries surviving at the death of the Director:
the Director's (1) surviving spouse or (2) estate.

4.4 Payments Due Missing Persons. The Funds shall make a reasonable effort to locate all persons entitled to benefits under this Agreement. However, notwithstanding any provisions of this Agreement to the contrary, if, after a period of five (5) years from the date such

benefit shall be due, any such persons entitled to benefits have not been located, their rights under this Agreement shall stand suspended. Before this provision becomes operative, the Funds shall send a certified letter to all such persons to their last known address advising them that their benefits under this Agreement shall be suspended. Any such suspended amounts shall be held by the Funds for a period of three (3) additional years (or a total of eight (8) years from the time the benefits first become payable) and thereafter, if unclaimed, such amounts shall be forfeited.

(a) The Funds and the Director may, by a written instrument signed by, or on behalf of, such parties, amend this Agreement at any time and in any manner.

(b) The Funds reserve the right to amend, in whole or in part, and in any manner, any or all of the provisions of this Agreement by action of their Boards of Directors for the purposes of complying with any provision of the Code or any other technical or legal requirements, provided that:

(1) No such amendment shall make it possible for any part of the Director's Deferral Accounts to be used for, or diverted to, purposes other than for the exclusive benefit of the Director or his Beneficiaries, except to the extent otherwise provided in this Agreement; and

(2) No such amendment may reduce the amount of the Director's Deferral Accounts as of the effective date of such amendment.

5.2 Termination. The Director and the Funds may, by written instrument signed by, or on behalf of, such parties, terminate this Agreement at any time. In the event of the termination of this Agreement, the Boards of Directors, in their sole discretion, may choose to pay out the Director's Deferral Accounts prior to the designated Payment Dates. Otherwise, following a termination of this Agreement, such Accounts shall continue to be maintained in accordance with the provisions of this Agreement until the time they are paid out.

(a) This Agreement is unfunded. Neither the Director nor any other persons shall have any interest in any specific asset or assets of the Funds by reason of any Deferral Accounts hereunder, nor any rights to receive distribution of his Deferral Accounts except and as to the extent expressly provided hereunder. The Funds shall not be required to purchase, hold or dispose of any investments pursuant to this Agreement; however, if in order to cover their obligations hereunder the Funds elect to purchase any investments the same shall continue for all purposes to be a part of the general assets and property of the Funds, subject to the claims of their general creditors and no person other than the Funds shall by virtue of the provisions of this Agreement have any interest in such assets other than an interest as a general creditor.

(b) The rights of the Director and the Beneficiaries to the amounts held in the Deferral Accounts are unsecured and shall be subject to the creditors of the Funds. With respect to the payment of amounts held under the Deferral Accounts, the Director and his Beneficiaries have the status of unsecured creditors of the Funds. This Agreement is executed on behalf of the Funds by an officer, or other representative, of the Funds as such and not individually. Any obligation of the Funds hereunder shall be an unsecured obligation of the Funds and not of any other person.

6.2 Agents. The Funds may employ agents and provide for such clerical, legal, actuarial, accounting, advisory or other services as it deems necessary to perform their duties under this Agreement. The Funds shall bear the cost of such services and all other expenses they incur in connection with the administration of this Agreement.

6.3 Liability and Indemnification. Except for their own gross negligence, willful misconduct or willful breach of the terms of this Agreement, the Funds shall be indemnified and held harmless by the Director against liability or losses occurring by reason of any act or omission of the Funds or any other person.

6.4 Incapacity. If the Funds shall receive evidence satisfactory to them that the Director or any Beneficiary entitled to receive any benefit under the Agreement is, at the time when such benefit becomes payable, a minor, or is physically or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or an institution is then maintaining or has custody of the Director or Beneficiary and that no guardian, committee or other representative of the estate of the Director or Beneficiary shall have been duly appointed, the Funds may make payment of such benefit otherwise payable to the Director or Beneficiary to such other person or institution, including a custodian under a Uniform Gifts to Minors Act, or corresponding legislation (who shall be an adult, a guardian of the minor or a trust company), and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit.

6.5 Cooperation of Parties. All parties to this Agreement and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary or desirable for carrying out this Agreement or any of its provisions.

6.6 Governing Law. This Agreement is made and entered into in the State of Texas and all matters concerning its validity, construction and administration shall be governed by the laws of the State of Texas.

6.7 Nonguarantee of Directorship. Nothing contained in this Agreement shall be construed as a contract or guarantee of the right of the Director to be, or remain as, a director of any of the Funds or to receive any, or any particular rate of, Compensation from any of the Funds.

6.8 Counsel. The Funds may consult with legal counsel with respect to the meaning or construction of this Agreement, their obligations or duties hereunder or with respect to any action or proceeding or any question of law, and they shall be fully protected with respect to any action taken or omitted by them in good faith pursuant to the advice of legal counsel.

6.9 Spendthrift Provision. The Director's and Beneficiaries' interests in the Deferral Accounts may not be anticipated, sold, encumbered, pledged, mortgaged, charged, transferred, alienated, assigned nor become subject to execution, garnishment or attachment and any attempt to do so by any person shall render the Deferral Accounts immediately forfeitable.

6.10 Notices. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or mailed by United States registered or certified mail, return receipt requested, postage prepaid, or by nationally recognized overnight delivery service providing for a signed return receipt, addressed to the Director at the home address set forth in the Funds' records and to the Funds at the address set forth on the first page of this Agreement, provided that all notices to the Funds shall be directed to the attention of the Presidents of the Funds or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

6.11 Entire Agreement. This Agreement contains the entire understanding between the Funds and the Director with respect to the payment of non-qualified elective deferred compensation by the Fund to the Director. Effective as of the date hereof, this Agreement replaces, and supersedes, all other non-qualified elective deferred compensation agreements by and between the Director and the Funds.

6.12 Interpretation of Agreement. Interpretations of, and determinations (including factual determinations) related to, this Agreement made by the Funds in good faith, including any determinations of the amounts of the Deferral Accounts, shall be conclusive and binding upon all parties; and the Funds shall not incur any liability to the Director for any such interpretation or determination so made or for any other action taken by it in connection with this Agreement in good faith.

6.13 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the Funds and their successors and assigns and to the Director and his heirs, executors, administrators and personal representatives.

6.14 Severability. In the event any one or more provisions of this Agreement are held to be invalid or unenforceable, such illegality or unenforceability shall not affect the validity or enforceability of the other provisions hereof and such other provisions shall remain in full force and effect unaffected by such invalidity or unenforceability.

6.15 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

                                    The Funds

                                    By:
----------------------------           --------------------------------------
Witness                             Name:

                                    Title:
----------------------------
Witness
                                    -----------------------------------------
                                    Director

For the purposes of the Deferred Compensation Agreement "AIM Funds" shall mean each of the regulated investment companies constituting classes or series of shares of the following entities:

AIM EQUITY FUNDS, INC.

AIM FUNDS GROUP

AIM INTERNATIONAL FUNDS, INC.

AIM INVESTMENT SECURITIES FUNDS

AIM STRATEGIC INCOME FUND, INC.

AIM SUMMIT FUND, INC.

AIM TAX-EXEMPT FUNDS, INC.

AIM VARIABLE INSURANCE FUNDS, INC.

SHORT-TERM INVESTMENTS CO.

SHORT-TERM INVESTMENTS TRUST

TAX-FREE INVESTMENTS CO.

TO: Presidents of the AIM Funds

FROM:

DATE:

With respect to the Deferred Compensation agreement (the "Agreement") dated as of______________________________ by and between the undersigned and the AIM Funds, I hereby make the following elections:

Starting with Compensation to be paid to me with respect to services provided by me to the AIM Funds after the date this election Form is received by the AIM Funds, I hereby elect that ______ percent (__%) of my Compensation (as defined under the Agreement) be reduced and that the Fund establish a bookkeeping account credited with amounts equal to the amount so reduced (the "Deferral Account"). The Deferral Account shall be further credited with income equivalents as provided under the Agreement. I understand that this election will remain in effect with respect to Compensation I earn in subsequent years unless I modify or revoke it. I further understand that such modification or revocation will be effective only prospectively and will apply commencing with the Compensation I earn in the calendar year that begins after the change is received by you.

I hereby designate _____________1 (select the first month in any calendar quarter) in the year ____________ (select a year that is at least two years after the year this election is made) as the Payment Date for the amounts credited to my Deferral Account pursuant to the election made above. If my Retirement (as defined in the Agreement) occurs sooner, I [_] do [_] do not (check the appropriate box) want payment of such amounts to commence effective the January 1 following my Retirement. I understand that amounts credited to my Deferral Account may be paid to me prior to the Payment Date as provided in the Agreement.

I hereby elect to receive the amounts credited to my Deferral Account in (check one)

[_] a single payment in cash

[_] annual installments for a period of _________ (select no more than 10 years)

beginning within 30 days following the payment date selected above.

I understand that the amounts credited to my Deferral Account shall remain the general assets of the AIM Funds and that, with respect to the payment of such amounts, I am merely a general creditor of the AIM Funds. I may not sell, encumber, pledge, assign or otherwise alienate the amounts credited to my Deferral Account.

I hereby agree that the terms of the Agreement are incorporated herein and are made a part hereof Dated as of the day and year first above written.

WITNESS:                                DIRECTOR:


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

WITNESS:                                RECEIVED:

                                        AIM Funds


-----------------------------
By:
      -----------------------
Date:
      -----------------------

TO: Presidents of the AIM Funds

     NAME OF FUND                       %
     ------------                      ---

____________________________________   __ %

____________________________________   __ %

____________________________________   __ %

____________________________________   __ %

____________________________________   __ %

____________________________________   __ %

I acknowledge that I may amend this Investment Agreement in the manner, and at such time, as permitted under the Agreement. Furthermore, I acknowledge that, pursuant to Section 3.3(b) of the Agreement, the Fund has reserved the right to disregard the elections made above to consider my Deferral Account to be deemed to be invested in a fund of its choosing.

WITNESS:                            DIRECTOR:


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

WITNESS:                            RECEIVED:

                                    AIM Funds

                                    By:
-------------------------              ----------------------------
                                    Date:
                                         --------------------------

TO: Presidents of the AIM Funds

FROM:

DATE:

With respect to the Deferred Compensation Agreement (the "Agreement") by and between the undersigned and the AIM Funds, I hereby make the following beneficiary designations:

---------------------------------------------------------------------
Name                                            Relationship

---------------------------------------------------------------------
Address

---------------------------------------------------------------------
City                            State                           Zip

---------------------------------------------------------------------
Name                                            Relationship

---------------------------------------------------------------------
Address

---------------------------------------------------------------------
City                            State           Zip

I understand that I may revoke or amend the above designations at any time. I further understand that if I am not survived by a Primary or Secondary Beneficiary, my Beneficiary shall be as set forth under the Agreement.

WITNESS:                            DIRECTOR:


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

WITNESS:                            RECEIVED:

                                    AIM Funds

                                    By:
-------------------------              ----------------------------
                                    Date:
                                         --------------------------

TO: Presidents of the AIM Funds

FROM:

DATE:

With respect to the Deferred Compensation agreement (the "Agreement") by and between the undersigned and the AIM Funds, pursuant to which I have previously elected to defer Compensation,

I hereby designate _________1 (select the first month in any calendar quarter) in the year _________ (select a year that is at least two years after the year this election is made) as the Payment Date for the amounts previously credited to my Deferral Account and amounts subsequently credited thereto. If my Retirement (as defined in the Agreement) occurs sooner, I [_] do [_] do not (check the appropriate box) want payment of such amounts to commence effective the January 1 following my Retirement. I understand that amounts credited to my Deferral Account may be paid to me prior to the Payment Date as provided in the Agreement.

I hereby elect to receive the amounts credited to my Deferral Account in (check one)

[_] a single payment in cash
[_] annual installments for a period of ________ (select no more than 10 years)

I understand that this change in payment method will not be given effect unless my Payment Date is at least one year from the date hereof and I do not cease to be a Director within such year.

I understand that I may amend this designation in the manner, and at such time, as permitted under the Agreement.

WITNESS:                            DIRECTOR:


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

WITNESS:                            RECEIVED:

                                    AIM Funds

                                    By:
-------------------------              ----------------------------
                                    Date:
                                         --------------------------

EXHIBIT h(5)

MASTER ADMINISTRATIVE SERVICES AGREEMENT

This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made this 1st day of May, 2000 by and between A I M ADVISORS, INC., a Delaware corporation (the "Administrator") and AIM VARIABLE INSURANCE FUNDS, a Delaware business trust (the "Trust") with respect to the separate series set forth in Appendix A to this Agreement, as the same may be amended from time to time (the "Portfolios").

WHEREAS, the Trust is an open-end investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Trust, on behalf of the Portfolios, has retained the Administrator to perform (or arrange for the performance of) accounting, shareholder servicing and other administrative services as well as investment advisory services to the Portfolios, and that the Administrator may receive reasonable compensation or may be reimbursed for its costs in providing such additional services, upon the request of the Board of Trustees and upon a finding by the Board of Trustees that the provision of such services is in the best interest of the Portfolios and their shareholders; and

WHEREAS, the Board of Trustees has found that the provision of such administrative services is in the best interest of the Portfolios and their shareholders, and has requested that the Administrator perform such services;

NOW, THEREFORE, the parties hereby agree as follows:

1. The Administrator hereby agrees to provide, or arrange for the provision of, any or all of the following services by the Administrator or its affiliates:

(a) the services of a principal financial officer of the Trust (including related office space, facilities and equipment) whose normal duties consist of maintaining the financial accounts and books and records of the Trust and the Portfolios, including the review of daily net asset value calculations and the preparation of tax returns; and the services (including related office space, facilities and equipment) of any of the personnel operating under the direction of such principal financial officer;

(b) supervising the operations of the custodian(s), transfer agent(s) or dividend agent(s) for the Portfolios; or otherwise providing services to shareholders of the Portfolios; and

(c) such other administrative services as may be furnished from time to time by the Administrator to the Trust or the Portfolios at the request of the Trust's Board of Trustees.

2. The Administrator will provide, or at its expense will assure that the Insurance Company or Qualified Plan (that has entered into a Participation Agreement with the Trust) will provide the following administrative services:

(a) Establish procedures to ensure compliance with the conditions of the Trust"s Mixed and Shared Funding Order.

(b) Provide assistance (clerical, administrative and other) in the negotiation of participation agreements between the Trust, on behalf of the various Portfolios and Insurance Companies or Qualified Plans.

(c) Prepare the various forms of prospectus, financial reports and proxy statements as the Trust has agreed to provide in the participation agreements to which it is a party.

(d) Maintain master accounts with the Portfolio and such accounts will be in the name of the Insurance Company or the Qualified Plan (or their nominees) as the record owners of shares on behalf of the Accounts.

(e) Determine the net amount to be transmitted to the Account maintained by the Insurance Company or Qualified Plan as a result of redemptions of Portfolio shares based on Contractowners' redemption requests. Disburse or credit to the Accounts all proceeds of redemptions of shares of the Fund. Notify the Portfolio of the cash required to meet payments.

(f) Determine the net amount to be transmitted to the Fund as a result of purchases of Portfolio shares based on Contractowners' purchase payments and transfers allocated to the Accounts investing in the Portfolio. Transmit net purchase payment receipts to the Portfolio's custodian.

(g) Distribute (or arrange for the distribution) to Contractowners copies of the Portfolio's prospectus, proxy materials, periodic fund reports to Contractowners and other materials that the Portfolio is required by law or otherwise to provide to its shareholders.

(h) Maintain and preserve all records as required by law to be maintained and preserved in connection with providing administrative services including, but not limited to recording the issuance of Portfolio shares, recording transfers and redemptions, and reconciling and balancing the Accounts.

(i) Provide Contractowner services including, but not limited to, advice with respect to inquiries related to the Portfolio (not including information about performance or related to sales) and communicating with Contractowners about Portfolio (and Separate Account) performance.

3. The services provided hereunder shall at all times be subject to the direction and supervision of the Trust's Board of Trustees.

4. As full compensation for the services performed and the facilities furnished by or at the direction of the Administrator as described under Item 1, above, the Portfolios shall reimburse the Administrator for expenses incurred by them or their affiliates in accordance with the methodologies established from time to time by the Trust's Board of Trustees. Such amounts shall be paid to the Administrator on a quarterly basis.

5. As full compensation for the services performed under Item 2, above, the Funds shall pay AIM an amount up to an annual rate of 0.25% of the average net asset value of each Fund, excluding the assets listed for the following Funds:

Fund                                                      Amounts (in millions)
----                                                      -------
AIM V. I. Capital Appreciation Fund                        $ 240

AIM V. I. Diversified Income Fund                          $  31

AIM V. I. Global Utilities Fund                            $   9

AIM V. I. Government Securities Fund                       $  16

AIM V. I. Growth Fund                                      $  82

AIM V. I. Growth & Income Fund                             $ 706

AIM V. I. International Equity Fund                        $  71

AIM V. I. Value Fund                                       $ 405

In no event will the fee exceed an amount in excess of AIM's costs (including amounts charged by various Insurance Companies and Qualified Plans pursuant to agreements with AIM in amounts up to 0.25% of net assets attributable to separate accounts of such Insurance Companies or Qualified Plans) in providing or causing others to provide such services. Such amounts shall be paid to the Administrator on a quarterly basis. To the extent that the Administrator's costs exceed 0.25%, such excess amount shall be borne by the Administrator and the Administrator will not seek reimbursement at a later time for such excess amounts on services previously rendered if the Administrator's costs are later reduced to an amount below 0.25%.

6. The Administrator shall not be liable for any error of judgment or for any loss suffered by the Trust or the Portfolios in connection with any matter to which this Agreement relates, except a loss resulting from the Administrator's willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement.

7. The Trust and the Administrator each hereby represent and warrant, but only as to themselves, that each has all requisite authority to enter into, execute, deliver and perform its obligations under this Agreement and that this Agreement is legal, valid and binding, and enforceable in accordance with its terms.

8. Nothing in this Agreement shall limit or restrict the rights of any director, officer or employee of the Administrator who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the right of the Administrator to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

9. This Agreement shall become effective with respect to a Portfolio on the Effective Date for such Portfolio, as set forth in Appendix A attached hereto. This Agreement shall continue in effect until June 30, 2001, and may be continued from year to year thereafter, provided that the continuation of the Agreement is specifically approved at least annually:

(a) (i) by the Trust's Board of Trustees or (ii) by the vote of "a majority of the outstanding voting securities" of such Portfolio (as defined in Section 2(a)(42) of the 1940 Act); and

(b) by the affirmative vote of a majority of the trustees who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of a party to this Agreement (other than as trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose.

This Agreement shall terminate automatically in the event of its assignment (as defined in Section 2(a) (4) of the 1940 Act).

10. This Agreement may be amended or modified with respect to one or more Portfolios, but only by a written instrument signed by both the Trust and the Administrator.

11. Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Agreement are not binding upon any of the shareholders of the Trust individually but are binding only upon the assets and property of the Trust and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as stockholders of private corporations for profit.

12. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (a) to the Administrator at Eleven Greenway Plaza, Suite 100, Houston, Texas 77046, Attention: President, with a copy to the General Counsel, or (b) to the Trust at Eleven Greenway Plaza, Suite 100, Houston, Texas 77046, Attention: President, with a copy to the General Counsel.

13. This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof.

14. This Agreement shall be governed by and construed in accordance with the laws (without reference to conflicts of law provisions) of the State of Texas.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

A I M ADVISORS, INC.

Attest: /s/ NANCY L. MARTIN            By: /s/ ROBERT H. GRAHAM
       ---------------------------        -------------------------
       Assistant Secretary                President

(SEAL)

                                       AIM VARIABLE INSURANCE FUNDS

Attest: /s/ NANCY L. MARTIN            By: /s/ ROBERT H. GRAHAM
       ---------------------------        -------------------------
       Assistant Secretary                President

(SEAL)

PORTFOLIOS                                                    EFFECTIVE DATE OF AGREEMENT
----------                                                    ---------------------------
AIM V.I. Aggressive Growth Fund                                        May 1, 2000
AIM V.I. Balanced Fund                                                 May 1, 2000
AIM V.I. Blue Chip Fund                                                May 1, 2000
AIM V.I. Capital Appreciation Fund                                     May 1, 2000
AIM V.I. Capital Development Fund                                      May 1, 2000
AIM V.I. Dent Demographic Trends Fund                                  May 1, 2000
AIM V.I. Diversified Income Fund                                       May 1, 2000
AIM V.I. Global Growth and Income Fund                                 May 1, 2000
AIM V.I. Global Utilities Fund                                         May 1, 2000
AIM V.I. Government Securities Fund                                    May 1, 2000
AIM V.I. Growth and Income Fund                                        May 1, 2000
AIM V.I. Growth Fund                                                   May 1, 2000
AIM V.I. High Yield Fund                                               May 1, 2000
AIM V.I. International Equity Fund                                     May 1, 2000
AIM V.I. Money Market Fund                                             May 1, 2000
AIM V.I. Telecommunications and Technology Fund                        May 1, 2000
AIM V.I. Value Fund                                                    May 1, 2000

EXHIBIT h(15)(d)

AMENDMENT NO. 3
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated September 21, 1996, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware corporation, Pruco Life Insurance Company, an Arizona life insurance company and Pruco Securities Corporation, a New Jersey corporation, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

FUNDS AVAILABLE UNDER                       SEPARATE ACCOUNTS                            POLICIES FUNDED BY THE
THE POLICIES                                UTILIZING THE FUNDS                          SEPARATE ACCOUNTS
------------------------------------------- -------------------------------------------- ------------------------------------------
AIM V.I. Growth and Income Fund             Pruco Life Flexible Premium                  Discovery Select Annuity
AIM V.I. Value Fund                         Variable Annuity Account,                    Contract
                                            established June 16, 1995

                                            Pruco Life Variable                          Variable Universal Life
                                            Appreciable Account,                         Insurance Policy
                                            established January 13, 1984

                                            Pruco Life Variable                          PruSelect I Variable Universal Life
                                            Universal Account,                           Policy
                                            established April 17, 1989

                                            Pruco Life Variable                          PruSelect II Variable Universal Life
                                            Universal Account,                           Policy
                                            established April 17, 1989

                                            Pruco Life Variable                          PruSelect III Variable Universal Life
                                            Universal Account,                           Policy
                                            established April 17, 1989

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN         By: /s/ ROBERT H. GRAHAM
       ---------------------------     -------------------------------
Name:   Nancy L. Martin             Name:   Robert H. Graham
Title:  Assistant Secretary         Title:  President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN         By: /s/ MICHAEL J. CEMO
       ---------------------------     -------------------------------
Name:   Nancy L. Martin             Name:   Michael J. Cemo
Title:  Assistant Secretary         Title:  President

(SEAL)

PRUCO LIFE INSURANCE COMPANY

Attest: /s/ THOMAS C. CASTANO           By:      /s/ DENNIS G. SULLIVAN
       ---------------------------              -------------------------------

Name:   Thomas C. Castano               Name:    DENNIS G. SULLIVAN
       ---------------------------              -------------------------------

Title:  Assistant Secretary             Title:   VP & CHIEF ACCOUNTING OFFICER
       ---------------------------              -------------------------------

(SEAL)

PRUCO SECURITIES CORPORATION

Attest: /s/ THOMAS C. CASTANO           By:      /s/ CLIFFORD KIRSCH
       ---------------------------              -------------------------------

Name:   Thomas C. Castano               Name:    CLIFFORD KIRSCH
       ---------------------------              -------------------------------

Title:  Assistant Secretary             Title:   CHIEF LEGAL OFFICER
       ---------------------------              -------------------------------

(SEAL)

EXHIBIT h(15)(e)

AMENDMENT NO. 4
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated September 21, 1996, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware corporation, Pruco Life Insurance Company, an Arizona life insurance company and Pruco Securities Corporation, a New Jersey corporation, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

FUNDS AVAILABLE UNDER            SEPARATE ACCOUNTS             POLICIES FUNDED BY THE
THE POLICIES                     UTILIZING THE FUNDS           SEPARATE ACCOUNTS
-------------------------------  ----------------------------  -------------------------------------

AIM V.I. Growth and Income Fund  Pruco Life Flexible Premium   Discovery Select Annuity
AIM V.I. Value Fund              Variable Annuity Account,     Contract
                                 established June 16, 1995

                                 Pruco Life Variable           Variable Universal Life
                                 Appreciable Account,          Insurance Policy
                                 established January 13, 1984

                                 Pruco Life Variable           PruSelect I Variable Universal Life
                                 Universal Account,            Policy
                                 established April 17, 1989

                                 Pruco Life Variable           PruSelect II Variable Universal Life
                                 Universal Account,            Policy
                                 established April 17, 1989

                                 Pruco Life Variable           PruSelect III Variable Universal Life
                                 Universal Account,            Policy
                                 established April 17, 1989

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN             By: /s/ ROBERT H. GRAHAM
       -------------------------------     -------------------------------
Name:   Nancy L. Martin                 Name:  Robert H. Graham
Title:  Assistant Secretary             Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN             By: /s/ MICHAEL J. CEMO
       -------------------------------     -------------------------------
Name:  Nancy L. Martin                  Name:  Michael J. Cemo
Title: Assistant Secretary              Title: President

(SEAL)

PRUCO LIFE INSURANCE COMPANY

Attest: /s/ THOMAS C. CASTANO           By: /s/ JOEL KESSNER
        ---------------------------         ------------------------------------
Name:   Thomas C. Castano               Name:   Joel Kessner
        ---------------------------         ------------------------------------
Title:  Assistant Secretary             Title:  Vice President
        ---------------------------         ------------------------------------

(SEAL)

PRUCO SECURITIES CORPORATION

Attest: /s/ THOMAS C. CASTANO           By: /s/ RICHARD A. TOPP
        ---------------------------         ------------------------------------
Name:   Thomas C. Castano               Name:   Richard A. Topp
        ---------------------------         ------------------------------------
Title:  Assistant Secretary             Title:  President
        ---------------------------         ------------------------------------

(SEAL)

EXHIBIT h(17)(c)

AMENDMENT NO. 2
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated December 18, 1996, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware corporation, and Merrill Lynch Life Insurance Company, an Arkansas life insurance company, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

FUNDS AVAILABLE UNDER THE CONTRACTS         SEPARATE ACCOUNTS UTILIZING THE FUNDS    CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
-----------------------------------         -------------------------------------    -----------------------------------------
AIM V.I. Capital Appreciation Fund          Merrill Lynch Life Variable Annuity      Merrill Lynch Retirement Plus
AIM V.I. International Equity Fund          Separate Account A                       Merrill Lynch Investor Life
AIM V.I. Value Fund
                                            Merrill Lynch Variable Life              Merrill Lynch Investor Life Plus
                                            Separate Account
                                                                                     Merrill Lynch Estate Investor I
                                            Merrill Lynch Life Variable Life         Merrill Lynch Estate Investor II
                                            Separate Account II                      Prime Plan V, VI, 7

                                                                                     Prime Plan Investor

                                                                                     Merrill Lynch Retirement Power

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective Date: April 3, 2000

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN            By: /s/ ROBERT H. GRAHAM
       ---------------------------        ---------------------------------
          Assistant Secretary                       President

(SEAL)

                                       A I M DISTRIBUTORS, INC.


Attest: /s/ NANCY L. MARTIN            By: /s/ MICHAEL J. CEMO
       ---------------------------        ---------------------------------
          Assistant Secretary                       President

(SEAL)

MERRILL LYNCH LIFE INSURANCE COMPANY

Attest: /s/ ILLEGIBLE                  By: /s/ ILLEGIBLE
       ---------------------------        ---------------------------------
          Assistant Secretary                       President

EXHIBIT h(18)(c)

AMENDMENT NO. 2
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated December 18, 1996 as amended May 1, 1997, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware corporation, and ML Life Insurance Company of New York, a New York life insurance company, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

FUNDS AVAILABLE UNDER THE CONTRACTS         SEPARATE ACCOUNTS UTILIZING THE FUNDS    CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
-----------------------------------         -------------------------------------    -----------------------------------------
AIM V.I. Capital Appreciation Fund          Merrill Lynch Life Variable Annuity      Merrill Lynch Retirement Plus
AIM V.I. International Equity Fund          Separate Account A                       Merrill Lynch Investor Life
AIM V.I. Value Fund
                                            Merrill Lynch Variable Life              Merrill Lynch Investor Life Plus
                                            Separate Account
                                                                                     Merrill Lynch Estate Investor I
                                            Merrill Lynch Life Variable Life         Merrill Lynch Estate Investor II
                                            Separate Account II                      Prime Plan V, VI, 7

                                                                                     Prime Plan Investor

                                                                                     Merrill Lynch Retirement Power

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective Date: April 3, 2000

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN            By: /s/ ROBERT H. GRAHAM
       -----------------------            ----------------------------------
         Assistant Secretary                          President
(SEAL)


                                       A I M DISTRIBUTORS, INC.


Attest: /s/ NANCY L. MARTIN            By: /s/ MICHAEL J. CEMO
       -----------------------            ----------------------------------
         Assistant Secretary                          President

(SEAL)

ML LIFE INSURANCE COMPANY OF NEW YORK

Attest: /s/ [ILLEGIBLE]                By: /s/ [ILLEGIBLE]
       -----------------------            ----------------------------------
         Assistant Secretary                          President

EXHIBIT h(19)(b)

AMENDMENT NO. 1
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated February 14, 1997, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware corporation, Pruco Life Insurance Company of New Jersey, a New Jersey life insurance company and Pruco Securities Corporation, a New Jersey corporation, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

FUNDS AVAILABLE UNDER                       SEPARATE ACCOUNTS                            POLICIES FUNDED BY THE
THE POLICIES                                UTILIZING THE FUNDS                          SEPARATE ACCOUNTS
------------------------------------------- -------------------------------------------- ------------------------------------------
AIM V.I. Growth and Income Fund             Pruco Life of New Jersey                     Discovery Select Annuity
AIM V.I. Value Fund                         Flexible Premium Variable                    Contract
                                            Annuity Account,
                                            established May 20, 1996

                                            Pruco Life of New Jersey                     Discovery Choice Annuity Contract
                                            Flexible Premium Variable
                                            Annuity Account,
                                            established May 20, 1996

                                            Pruco Life of New Jersey                     PruSelect III Variable Universal Life
                                            Variable Appreciable Account,                Policy
                                            established May 20, 1989
------------------------------------------- -------------------------------------------- ------------------------------------------

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN         By: /s/ ROBERT H. GRAHAM
       ---------------------------     -------------------------------
Name:   Nancy L. Martin             Name:   Robert H. Graham
Title:  Assistant Secretary         Title:  President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN         By: /s/ MICHAEL J. CEMO
       ---------------------------     -------------------------------
Name:   Nancy L. Martin             Name:   Michael J. Cemo
Title:  Assistant Secretary         Title:  President

(SEAL)

PRUCO LIFE INSURANCE COMPANY
OF NEW JERSEY

Attest: /s/ THOMAS C. CASTANO           By:      /s/ DENNIS G. SULLIVAN
       ---------------------------              -------------------------------

Name:   Thomas C. Castano               Name:    DENNIS G. SULLIVAN
       ---------------------------              -------------------------------

Title:  Assistant Secretary             Title:   VP & CHIEF ACCOUNTING OFFICER
       ---------------------------              -------------------------------

(SEAL)

PRUCO SECURITIES CORPORATION

Attest: /s/ THOMAS C. CASTANO           By:      /s/ CLIFFORD KIRSCH
       ---------------------------              -------------------------------

Name:   Thomas C. Castano               Name:    CLIFFORD KIRSCH
       ---------------------------              -------------------------------

Title:  Assistant Secretary             Title:   CHIEF LEGAL OFFICER
       ---------------------------              -------------------------------

(SEAL)

EXHIBIT h(19)(c)

AMENDMENT NO. 2
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated February 14, 1997, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware corporation, Pruco Life Insurance Company of New Jersey, a New Jersey life insurance company and Pruco Securities Corporation, a New Jersey corporation, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

FUNDS AVAILABLE UNDER                       SEPARATE ACCOUNTS                            POLICIES FUNDED BY THE
THE POLICIES                                UTILIZING THE FUNDS                          SEPARATE ACCOUNTS
------------------------------------------- -------------------------------------------- ------------------------------------------
AIM V.I. Growth and Income Fund             Pruco Life of New Jersey                     Discovery Select Annuity
AIM V.I. Value Fund                         Flexible Premium Variable                    Contract
                                            Annuity Account,
                                            established May 20, 1996
                                            -------------------------------------------- ------------------------------------------

                                            Pruco Life of New Jersey                     Discovery Choice Annuity Contract
                                            Flexible Premium Variable
                                            Annuity Account,
                                            established May 20, 1996
                                            -------------------------------------------- ------------------------------------------

                                            Pruco Life of New Jersey                     PruSelect III Variable Universal Life
                                            Variable Appreciable Account,                Policy
                                            established May 20, 1989
------------------------------------------- -------------------------------------------- ------------------------------------------

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Robert H. Graham
Title: Assistant Secretary                   Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ MICHAEL J. CEMO
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Michael J. Cemo
Title: Assistant Secretary                   Title: President

(SEAL)

PRUCO LIFE INSURANCE COMPANY OF
NEW JERSEY

Attest: /s/ THOMAS C. CASTANO                By:   /s/ JOEL KESNER
       -----------------------------               -----------------------------
Name:  Thomas C. Castano                     Name:  Joel Kesner
       -----------------------------               -----------------------------
Title: Assistant Secretary                   Title: Vice President
       -----------------------------               -----------------------------

(SEAL)

PRUCO SECURITIES CORPORATION

Attest: /s/ THOMAS C. CASTANO                By:   /s/ RICHARD A. TOPP
       -----------------------------               -----------------------------
Name:  Thomas C. Castano                     Name:  Richard A. Topp
       -----------------------------               -----------------------------
Title: Assistant Secretary                   Title: President
       -----------------------------               -----------------------------

(SEAL)

EXHIBIT h(26)(e)

AMENDMENT NO. 4
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated December 3, 1997, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, Security Life of Denver Insurance Company, a Colorado life insurance company and ING America Equities, Inc., a Colorado corporation, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

      FUNDS AVAILABLE UNDER THE                 SEPARATE ACCOUNTS                CONTRACTS FUNDED BY THE SEPARATE
              POLICIES                         UTILIZING THE FUNDS                           ACCOUNTS
      -------------------------                -------------------               --------------------------------
AIM V.I. Government Securities Fund            Separate Account A1         o        THE EXCHEQUER VARIABLE ANNUITY

AIM V.I. Capital Appreciation Fund             Separate Account L1         o        FIRST LINE VARIABLE UNIVERSAL LIFE
AIM V.I. Government Securities Fund                                        o        FIRST LINE II VARIABLE UNIVERSAL LIFE
                                                                           o        STRATEGIC ADVANTAGE VARIABLE UNIVERSAL LIFE
                                                                           o        STRATEGIC ADVANTAGE II VARIABLE UNIVERSAL LIFE
                                                                           o        VARIABLE SURVIVORSHIP UNIVERSAL LIFE
                                                                           o        CORPORATE BENEFITS VARIABLE UNIVERSAL LIFE
                                                                           o        ESTATE DESIGNER VARIABLE UNIVERSAL LIFE
                                                                           o        STRATEGIC BENEFIT VARIABLE UNIVERSAL LIFE

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN             By: /s/ ROBERT H. GRAHAM
        ---------------------------         -----------------------------------
Name:  Nancy L. Martin                  Name:  Robert H. Graham
Title: Assistant Secretary              Title: President

(SEAL)

SECURITY LIFE OF DENVER INSURANCE COMPANY

Attest: /s/ ERIC BANTA                 By: /s/ GARY W. WAGGONER
        ---------------------------        ------------------------------------

Name:  Eric Banta                      Name:  Gary W. Waggoner
      -----------------------------

Title: Assistant Secretary             Title: Vice President
       ----------------------------

(SEAL)

ING AMERICA EQUITIES, INC.

Attest: /s/ ERIC BANTA                 By: /s/ JAMES L. LIVINGSTON, JR.
        ---------------------------        ------------------------------------

Name:  Eric Banta                      Name:  James L. Livingston, Jr.
      -----------------------------

Title: Assistant Secretary             Title: President
       ----------------------------

(SEAL)

EXHIBIT h(26)(f)

AMENDMENT NO. 5
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated December 3, 1997, by and among AIM Variable Insurance Funds (formerly AIM Variable Insurance Funds, Inc.), a Delaware trust, Security Life of Denver Insurance Company, a Colorado life insurance company and ING America Equities, Inc., a Colorado corporation, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

          FUNDS AVAILABLE UNDER THE                   SEPARATE ACCOUNTS                    CONTRACTS FUNDED BY THE SEPARATE
                  POLICIES                           UTILIZING THE FUNDS                               ACCOUNTS
---------------------------------------------- ------------------------------- -----------------------------------------------------
AIM V.I. Government Securities Fund            Separate Account A1             o   THE EXCHEQUER VARIABLE ANNUITY
---------------------------------------------- ------------------------------- -----------------------------------------------------

AIM V.I. Capital Appreciation Fund             Separate Account L1             o   FIRST LINE VARIABLE UNIVERSAL LIFE
AIM V.I. Government Securities Fund                                            o   FIRST LINE II VARIABLE UNIVERSAL LIFE
                                                                               o   STRATEGIC ADVANTAGE VARIABLE
                                                                                   UNIVERSAL LIFE
                                                                               o   STRATEGIC ADVANTAGE II VARIABLE
                                                                                   UNIVERSAL LIFE
                                                                               o   VARIABLE SURVIVORSHIP UNIVERSAL LIFE
                                                                               o   CORPORATE BENEFITS VARIABLE UNIVERSAL LIFE
                                                                               o   ESTATE DESIGNER VARIABLE UNIVERSAL LIFE
                                                                               o   STRATEGIC BENEFIT VARIABLE UNIVERSAL LIFE
                                                                               o   ASSET PORTFOLIO MANAGER VARIABLE UNIVERSAL LIFE
---------------------------------------------- ------------------------------- -----------------------------------------------------

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Robert H. Graham
Title: Assistant Secretary                   Title: President

(SEAL)

SECURITY LIFE OF DENVER INSURANCE
COMPANY

Attest: /s/ ERIC BANTA                       By: /s/ GARY W. WAGGONER
       -----------------------------            --------------------------------
Name:   Eric Banta                           Name:  Gary W. Waggoner
       -----------------------------
Title:  Asst. Secretary                      Title: Vice President
       -----------------------------

(SEAL)

                                             ING AMERICA EQUITIES, INC.


Attest: /s/ ERIC BANTA                       By: /s/ JAMES L. LIVINGSTON, JR.
       -----------------------------            --------------------------------
Name:   Eric Banta                           Name:  James L. Livingston, Jr.
       -----------------------------
Title:  Asst. Secretary                      Title: President
       -----------------------------

(SEAL)

EXHIBIT h(27)(c)

AMENDMENT NO. 2
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated December 31, 1997, by and among AIM Variable Insurance Funds (formerly "AIM Variable Insurance Funds, Inc."), a Delaware Trust, A I M Distributors, Inc., a Delaware corporation, Cova Financial Services Life Insurance Company, a Missouri life insurance company and Cova Life Sales Company, Inc., is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

    FUNDS AVAILABLE UNDER THE                       SEPARATE ACCOUNTS                        CONTRACTS FUNDED BY THE
            POLICIES                               UTILIZING THE FUNDS                          SEPARATE ACCOUNTS
    -------------------------                      -------------------                       -----------------------
AIM V.I. Capital Appreciation Fund           Cova Variable Annuity Account One          o        CONTRACT FORM #XL-407
AIM V.I. International Equity Fund                                                      o        CONTRACT FORM #XL-617
AIM V.I. Value Fund                                                                     o        CONTRACT FORM #CL-407
                                                                                        o        CONTRACT FORM #CL-617

AIM V.I. Capital Appreciation Fund           Cova Variable Life Account One             o        CONTRACT FORM #CL-1020
AIM V.I. Value Fund

AIM V.I. Capital Appreciation Fund                                                      o        CONTRACT FORM #CLP001 (5/99)
AIM V.I. International Equity Fund                                                      o        CONTRACT FORM #CLP002 (5/99)
AIM V.I. Value Fund

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

AIM VARIABLE INSURANCE FUNDS

Attest: /s/ NANCY L. MARTIN            By: /s/ ROBERT H. GRAHAM
       --------------------               -------------------------
Name:  Nancy L. Martin                 Name:  Robert H. Graham
Title: Assistant Secretary             Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN            By: /s/ MICHAEL J. CEMO
       --------------------               -------------------------
Name:  Nancy L. Martin                 Name:  Michael J. Cemo
Title: Assistant Secretary             Title: President

(SEAL)

COVA FINANCIAL SERVICES LIFE INSURANCE
COMPANY

Attest: /s/ SHARI RUECKER              By: /s/ NORMA J. NASELLI
       -----------------------            -----------------------------------
Name:  Shari Ruecker                   Name:  Norma J. Naselli
       -----------------------              ---------------------------------
Title: First Vice President            Title: Vice President
       -----------------------               --------------------------------

(SEAL)

COVA LIFE SALES COMPANY, INC.

Attest: /s/ SHARI RUECKER              By: /s/ PATRICIA E. GUBBE
       -----------------------            -----------------------------------
Name:  Shari Ruecker                   Name:  Patricia E. Gubbe
       -----------------------              ---------------------------------
Title: Vice President                  Title: President
       -----------------------               --------------------------------

(SEAL)

EXHIBIT h(29)(c)

AMENDMENT NO. 2
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated February 2, 1998, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware corporation, The Guardian Insurance & Annuity Company, Inc., a Delaware life insurance company and Guardian Investor Services Corporation, a New York corporation, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

        FUNDS AVAILABLE UNDER THE               SEPARATE ACCOUNTS                   CONTRACTS FUNDED BY THE
                POLICIES                       UTILIZING THE FUNDS                     SEPARATE ACCOUNTS
        -------------------------              -------------------                  -----------------------

AIM V.I. Capital Appreciation Fund             Separate Account K              o        Park Avenue Life
AIM V.I. Global Utilities Fund
AIM V.I. Government Securities Fund
AIM V.I. Value Fund                            Separate Account M              o        Park Avenue VUL

                                               Separate Account E              o        The Guardian Investor Retirement
                                                                                        Asset Manager Variable Annuity
                                                                                        Contract

                                               Separate Account N              o        Park Avenue VUL - Millennium
                                                                                        Series
                                                                               o        Park Avenue SVUL - Millennium
                                                                                        Series

                                               Separate Account D              o        Value Guard II - Individual and
                                                                                        Group Variable Annuity Contract

                                               Separate Account A              o        Guardian Investor Individual
                                                                                        Variable Annuity Contract

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective Date: May 1, 2000

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN             By: /s/ ROBERT H. GRAHAM
        ---------------------------         -----------------------------------
Name:  Nancy L. Martin                  Name:   Robert H. Graham
Title: Assistant Secretary              Title:  President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN             By:    /s/ MICHAEL J. CEMO
        ---------------------------            ---------------------------------
Name:  Nancy L. Martin                  Name:  Michael J. Cemo
Title: Assistant Secretary              Title: President

(SEAL)

THE GUARDIAN INSURANCE & ANNUITY
COMPANY, INC.

Attest: /s/ RICHARD T. POTTER, JR.      By:   /s/ BRUCE C. LONG
       ----------------------------           ----------------------------------
Name:  Richard T. Potter, Jr.           Name:  Bruce C. Long
       ----------------------------           ----------------------------------
Title: Vice President and Counsel       Title: Executive Vice President, Equity
       ----------------------------            Products
                                              ----------------------------------

(SEAL)

GUARDIAN INVESTOR SERVICES CORPORATION

Attest: /s/ RICHARD T. POTTER, JR.      By:   /s/ BRUCE C. LONG
       ----------------------------           ----------------------------------
Name:  Richard T. Potter, Jr.           Name:  Bruce C. Long
       ----------------------------           ----------------------------------
Title: Vice President and Counsel       Title: President
       ----------------------------           ----------------------------------

(SEAL)

EXHIBIT h(29)(d)

AMENDMENT NO. 3
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated February 2, 1998, by and among AIM Variable Insurance Funds, a Delaware trust, A I M Distributors, Inc., a Delaware corporation, The Guardian Insurance & Annuity Company, Inc., a Delaware life insurance company and Guardian Investor Services Corporation, a New York corporation, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

          FUNDS AVAILABLE UNDER THE                         SEPARATE ACCOUNTS                   CONTRACTS FUNDED BY THE
                  POLICIES                                 UTILIZING THE FUNDS                     SEPARATE ACCOUNTS
---------------------------------------------- ------------------------------------------- -----------------------------------------
AIM V.I. Aggressive Growth Fund                Separate Account K                          o    Park Avenue Life
AIM V.I. Capital Appreciation Fund
AIM V.I. Global Utilities Fund                 ------------------------------------------- -----------------------------------------
AIM V.I. Government Securities Fund            Separate Account M                          o    Park Avenue VUL
AIM V.I. Growth Fund
AIM V.I. Value Fund                            ------------------------------------------- -----------------------------------------
                                               Separate Account E                          o    The Guardian Investor Retirement
                                                                                                Asset Manager Variable Annuity
                                                                                                Contract

                                               ------------------------------------------- -----------------------------------------
                                               Separate Account N                          o    Park Avenue VUL - Millennium
                                                                                                Series

                                                                                           o    Park Avenue SVUL - Millennium
                                                                                                Series

                                               ------------------------------------------- -----------------------------------------
                                               Separate Account D                          o    Value Guard II - Individual  and
                                                                                                Group Variable Annuity Contract

                                               ------------------------------------------- -----------------------------------------
                                               Separate Account A                          o    Guardian Investor Individual
                                                                                                Variable Annuity Contract

                                               ------------------------------------------- -----------------------------------------
                                               Separate Account F                          o    Guardian Variable Annuity Contract
---------------------------------------------- ------------------------------------------- -----------------------------------------

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective Date: August 1, 2000

AIM VARIABLE INSURANCE FUNDS

Attest: /s/ NANCY L. MARTIN                 By: /s/ ROBERT H. GRAHAM
        ----------------------                 -------------------------------
Name:  Nancy L. Martin                      Name:  Robert H. Graham
Title: Assistant Secretary                  Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN                 By: /s/ MICHAEL J. CEMO
        -------------------------              -------------------------------
Name:  Nancy L. Martin                      Name:  Michael J. Cemo
Title: Assistant Secretary                  Title: President

(SEAL)

                                            THE GUARDIAN INSURANCE & ANNUITY
                                            COMPANY, INC.


Attest: /s/ RICHARD T. POTTER JR.           By: /s/ BRUCE C. LONG
        -------------------------              -------------------------------
Name:  Richard T. Potter, Jr.               Name: Bruce C. Long
      ---------------------------                -----------------------------
Title: Vice President and Counsel           Title: Executive Vice President,
      ---------------------------                 ----------------------------
                                                   Equity Products
                                                  ----------------------------

(SEAL)

GUARDIAN INVESTOR SERVICES
CORPORATION

Attest: /s/ RICHARD T. POTTER JR.           By: /s/ BRUCE C. LONG
        -------------------------              -------------------------------
Name:  Richard T. Potter, Jr.               Name: Bruce C. Long
      ---------------------------                -----------------------------
Title: Vice President and Counsel           Title: President
      ---------------------------                 ----------------------------

(SEAL)

EXHIBIT h(30)(c)

AMENDMENT NO. 2
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated February 17, 1998, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware corporation, Sun Life Assurance Company of Canada (U.S.), a Delaware life insurance company and Clarendon Insurance Agency, Inc. a Massachusetts corporation, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

          FUNDS AVAILABLE UNDER THE                   SEPARATE ACCOUNTS                    CONTRACTS FUNDED BY THE SEPARATE
                  POLICIES                           UTILIZING THE FUNDS                               ACCOUNTS
---------------------------------------------- -------------------------------- ----------------------------------------------------
AIM V.I. Capital Appreciation Fund             Sun Life of Canada (U.S.)        o    FUTURITY VARIABLE ANNUITY CONTRACT
AIM V.I. Growth Fund                           Variable Account F               o    FUTURITY II VARIABLE ANNUITY CONTRACT
AIM V.I. Growth and Income Fund                                                 o    FUTURITY FOCUS VARIABLE ANNUITY CONTRACT
AIM V.I. International Equity Fund
---------------------------------------------- -------------------------------- ----------------------------------------------------

AIM V.I. Capital Appreciation Fund             Sun Life of Canada (U.S.)        o    FUTURITY VARIABLE UNIVERSAL LIFE
AIM V.I. Growth Fund                           Variable Account I                    INSURANCE POLICIES
AIM V.I. Growth and Income Fund
AIM V.I. International Equity Fund
---------------------------------------------- -------------------------------- ----------------------------------------------------

AIM V.I. Capital Appreciation Fund             Sun Life of Canada (U.S.)        o    SUN LIFE CORPORATE
AIM V.I. Value Fund                            Variable Account G                    VARIABLE UNIVERSAL LIFE
                                                                                     INSURANCE POLICIES
---------------------------------------------- -------------------------------- ----------------------------------------------------

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective Date: March 15, 1999

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Robert H. Graham
Title: Assistant Secretary                   Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ MICHAEL J. CEMO
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Michael J. Cemo
Title: Assistant Secretary                   Title: President

(SEAL)

SUN LIFE ASSURANCE COMPANY OF
CANADA (U.S.)

Attest: /s/ MAURA A. MURPHY                  By: /s/ ROBERT K. LEACH
       -----------------------------            --------------------------------
Name:  Maura A. Murphy                       Name:  Robert K. Leach
Title: Secretary                             Title: Vice President, Retirement
                                                    Products and Services
                                                    Division

(SEAL)

CLARENDON INSURANCE AGENCY, INC.

Attest: /s/ MAURA A. MURPHY                  By: /s/ JANE M. MANCINI
       -----------------------------            --------------------------------
Name:  Maura A. Murphy                       Name: Jane M. Mancini
Title: Secretary                             Title: President

(SEAL)

EXHIBIT h(30)(d)

AMENDMENT NO. 3
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated February 17, 1998, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware corporation, Sun Life Assurance Company of Canada (U.S.), a Delaware life insurance company and Clarendon Insurance Agency, Inc. a Massachusetts corporation, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

          FUNDS AVAILABLE UNDER THE                   SEPARATE ACCOUNTS                    CONTRACTS FUNDED BY THE SEPARATE
                  POLICIES                           UTILIZING THE FUNDS                               ACCOUNTS
---------------------------------------------- -------------------------------- ----------------------------------------------------
AIM V.I. Capital Appreciation Fund             Sun Life of Canada (U.S.)        o    FUTURITY VARIABLE AND FIXED ANNUITY CONTRACT
AIM V.I. Growth Fund                           Variable Account F               o    FUTURITY II VARIABLE AND FIXED ANNUITY
AIM V.I. Growth and Income Fund                                                      CONTRACT
AIM V.I. International Equity Fund                                              o    FUTURITY FOCUS VARIABLE AND FIXED ANNUITY
                                                                                     CONTRACT
                                                                                o    FUTURITY III VARIABLE AND FIXED ANNUITY
                                                                                     CONTRACT
                                                                                o    FUTURITY FOCUS II VARIABLE AND FIXED ANNUITY
                                                                                     CONTRACT
                                                                                o    FUTURITY ACCOLADE VARIABLE AND FIXED ANNUITY
                                                                                     CONTRACT
---------------------------------------------- -------------------------------- ----------------------------------------------------

AIM V.I. Capital Appreciation Fund             Sun Life of Canada (U.S.)        o    FUTURITY VARIABLE UNIVERSAL LIFE
AIM V.I. Growth Fund                           Variable Account I                    INSURANCE POLICIES
AIM V.I. Growth and Income Fund                                                 o    FUTURITY SURVIVORSHIP VARIABLE UNIVERSAL
AIM V.I. International Equity Fund                                                   LIFE INSURANCE POLICIES
---------------------------------------------- -------------------------------- ----------------------------------------------------

AIM V.I. Capital Appreciation Fund             Sun Life of Canada (U.S.)        o    SUN LIFE CORPORATE
AIM V.I. Value Fund                            Variable Account G                    VARIABLE UNIVERSAL LIFE
                                                                                     INSURANCE POLICIES
---------------------------------------------- -------------------------------- ----------------------------------------------------

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective Date: April 17, 2000

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Robert H. Graham
Title: Assistant Secretary                   Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ MICHAEL J. CEMO
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Michael J. Cemo
Title: Assistant Secretary                   Title: President

(SEAL)

SUN LIFE ASSURANCE COMPANY OF
CANADA (U.S.)

Attest: /s/ MAURA A. MURPHY                  By: /s/ TED SHEA
       -----------------------------            --------------------------------
Name:  Maura A. Murphy                       Name:  Ted Shea
       -----------------------------              ------------------------------
Title:                                       Title: AVP & Senior Counsel
       -----------------------------               -----------------------------

(SEAL)

                                             By: /s/ NORTON A. GOSS II
                                                --------------------------------
                                             Name: Norton A. Goss II
                                                  ------------------------------
                                             Title: AVP Compliance
                                                   -----------------------------


                                             CLARENDON INSURANCE AGENCY, INC.




Attest: /s/ MAURA A. MURPHY                  By: /s/ GEORGE E. MADEN
       -----------------------------            --------------------------------
Name:  Maura A. Murphy                       Name:  George E. Maden
                                                  ------------------------------
Title:                                       Title: AVP & Senior Counsel
                                                   -----------------------------

(SEAL)

By: /s/ NORTON A GOSS II
   --------------------------------
Name: Norton A. Goss II
     ------------------------------
Title: AVP Compliance
      -----------------------------

EXHIBIT h(35)(c)

AMENDMENT NO. 2
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated June 1, 1998, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware Corporation, American General Life Insurance Company, a Texas Life Insurance Company and American General Securities Incorporated, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

         FUNDS AVAILABLE UNDER                         SEPARATE ACCOUNTS                      POLICIES/CONTRACTS FUNDED BY THE
             THE POLICIES                              UTILIZING SOME OR                              SEPARATE ACCOUNTS
                                                        ALL OF THE FUNDS
------------------------------------------ ----------------------------------------- -----------------------------------------------
AIM V.I. International Equity Fund         American General Life Insurance Company   o    Platinum Investor I Flexible Premium
AIM V.I. Value Fund                        Separate Account VL-R                          Life Insurance Policy
                                           Established: May 1, 1997                       -  Policy Form No. 97600

                                                                                     o    Platinum Investor II Flexible Premium
                                                                                          Life Insurance Policy
                                                                                          -  Policy Form No. 97610

                                                                                     o    Corporate America - Variable Flexible
                                                                                          Premium Variable Life Insurance
                                                                                          -  Policy Form No. 99301
------------------------------------------                                           -----------------------------------------------

AIM V.I. Value Fund                                                                  o    Legacy Plus Flexible Premium Life
                                                                                          Insurance Policy
                                                                                          -  Policy Form No. 98615
------------------------------------------ ----------------------------------------- -----------------------------------------------

AIM V.I. International Equity Fund         American General Life Insurance Company   o    Platinum Investor Variable Annuity
AIM V.I. Value Fund                        Separate Account D                             -  Policy Form No. 98020
                                           Established: November 19, 1973
------------------------------------------ ----------------------------------------- -----------------------------------------------

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Robert H. Graham
Title: Assistant Secretary                   Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ MICHAEL J. CEMO
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Michael J. Cemo
Title: Assistant Secretary                   Title: President

(SEAL)

AMERICAN GENERAL LIFE INSURANCE
COMPANY

Attest: /s/ JULIE COTTON                     By:    /s/ DAVID DIETZ
       -----------------------------                ----------------------------
Name:  Julie Cotton                          Name:  David Dietz
       -----------------------------                ----------------------------
Title: Assistant Secretary                   Title: Senior Vice President
       -----------------------------                Corporate Markets Group
                                                    ----------------------------

(SEAL)

AMERICAN GENERAL SECURITIES
INCORPORATED

Attest: /s/ JULIE COTTON                     By:    /s/ F. PAUL KOVACH JR.
       -----------------------------                ----------------------------
Name:  Julie Cotton                          Name:  F. Paul Kovach Jr.
       -----------------------------                ----------------------------
Title: Assistant Secretary                   Title: Chairman, President & CEO
       -----------------------------                ----------------------------

(SEAL)

EXHIBIT h(35)(d)

AMENDMENT NO. 3
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated June 1, 1998, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware Corporation, American General Life Insurance Company, a Texas Life Insurance Company and American General Securities Incorporated, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

                                                  SEPARATE ACCOUNTS
         FUNDS AVAILABLE UNDER                    UTILIZING SOME OR                        POLICIES/CONTRACTS FUNDED BY THE
             THE POLICIES                          ALL OF THE FUNDS                                SEPARATE ACCOUNTS
         ---------------------                    -----------------                        --------------------------------


AIM V.I. International Equity Fund            American General Life Insurance         o    Platinum Investor I Flexible Premium
AIM V.I. Value Fund                           Company Separate Account VL-R                Variable Life Insurance Policy
                                              Established: May 1, 1997                     -   Policy Form No. 97600

                                                                                      o    Platinum Investor II Flexible Premium
                                                                                           Variable Life Insurance Policy
                                                                                           -   Policy Form No. 97610

                                                                                      o    Corporate America - Variable Flexible
                                                                                           Premium Variable Life Insurance
                                                                                           -   Policy Form No. 99301

                                                                                      o    Platinum Investor Survivor Last
                                                                                           Survivor Flexible Premium Variable Life
                                                                                           Insurance Policy
                                                                                           -   Policy Form No. 99206


AIM V.I. Value Fund                                                                   o    Legacy Plus Flexible Premium Variable
                                                                                           Life Insurance Policy
                                                                                           -   Policy Form No. 98615


AIM V.I. Capital Appreciation Fund                                                    o    The One VUL Solution Flexible Premium
AIM V.I. Government Securities Fund                                                        Variable Life Insurance Policy
AIM V.I. High Yield Fund                                                                   -   Policy Form No. 99615
AIM V.I. International Equity Fund


AIM V.I. International Equity Fund                                                    o    Key Legacy Plus Flexible Premium
                                                                                           Variable Life Insurance Policy
                                                                                           -   Policy Form No. 99616



AIM V.I. International Equity Fund            American General Life Insurance         o    Platinum Investor Variable Annuity
AIM V.I. Value Fund                           Company Separate Account D                   -   Policy Form No. 98020
                                              Established: November 19, 1973

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

AIM VARIABLE INSURANCE FUNDS, INC.

Attest:   /s/ NANCY L. MARTIN                 By:    /s/ ROBERT H. GRAHAM
          --------------------------                 --------------------------
Name:     Nancy L. Martin                     Name:  Robert H. Graham
Title:    Assistant Secretary                 Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest:   /s/ NANCY L. MARTIN                 By:    /s/ MICHAEL J. CEMO
          --------------------------                 --------------------------
Name:     Nancy L. Martin                     Name:  Michael J. Cemo
Title:    Assistant Secretary                 Title: President

(SEAL)

AMERICAN GENERAL LIFE INSURANCE
COMPANY

Attest:   /s/ JULIE A. COTTEN                 By:    /s/ DON WARD
          --------------------------                 --------------------------
Name:     Julie A. Cotten                     Name:  Don Ward
          --------------------------                 --------------------------
Title:    Assistant Secretary                 Title: Senior Vice President
          --------------------------                 --------------------------

(SEAL)

AMERICAN GENERAL SECURITIES
INCORPORATED

Attest:   /s/ JULIE A. COTTEN                 By:    /s/ F. PAUL KOVACH
          --------------------------                 --------------------------
Name:     Julie A. Cotten                     Name:  F. Paul Kovach
          --------------------------                 --------------------------
Title:    Assistant Secretary                 Title: President & Ceo
          --------------------------                 --------------------------

(SEAL)

EXHIBIT h(36)(c)

AMENDMENT NO. 2
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated June 16, 1998, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware Corporation and The Lincoln National Life Insurance Company, an Indiana life insurance company, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

          FUNDS AVAILABLE UNDER                SEPARATE ACCOUNTS                  POLICIES/CONTRACTS FUNDED BY THE
              THE POLICIES                     UTILIZING SOME OR                          SEPARATE ACCOUNTS
                                               ALL OF THE FUNDS
------------------------------------- ------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund    Lincoln Life Variable Annuity   o    The Lincoln National Life Insurance Company:
AIM V.I. Diversified Income Fund      Account N                            Flexible Premium Variable Annuity Contracts AN425LL
AIM V.I. Growth Fund                                                       and state variations thereof
AIM V.I. International Equity Fund    Lincoln Life Flexible
AIM V.I. Value Fund                   Premium
                                      Variable Life Account M         o    The Lincoln National Life Insurance Company:
                                                                           Flexible Premium Variable Life Insurance Policy
                                                                           LN605LL/LN615LL/LN617LL/LN660
                                      Lincoln Life Flexible Premium        and state variations thereof
                                      Variable Life Account R
                                                                      o    The Lincoln National Life Insurance Company:
                                                                           Flexible Premium Variable Life Insurance Policy On
                                                                           the Lives of Two Insureds LN650LL/ LN650 and state
                                                                           variations thereof
------------------------------------- ------------------------------------------------------------------------------------------

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to Schedule A to be executed in its name and behalf of its duly authorized officer on the date specified below. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Attest: /s/ NANCY L. MARTIN                  By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Robert H. Graham
Title: Assistant Secretary                   Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ MICHAEL J. CEMO
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Michael J. Cemo
Title: Assistant Secretary                   Title: President

(SEAL)

THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY

Attest: /s/ STEVEN M. KLUEVER                By: /s/ KELLY D. CLEVENGER
       -----------------------------            --------------------------------
Name:  Steven M. Kluever                     Name:  Kelly D. Clevenger
Title: Assistant Vice President              Title: Vice President

(SEAL)

EXHIBIT h(36)(d)

AMENDMENT NO. 3
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated June 16, 1998, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware Corporation and The Lincoln National Life Insurance Company, an Indiana life insurance company, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

                                                  SEPARATE ACCOUNTS
      FUNDS AVAILABLE UNDER                       UTILIZING SOME OR                      POLICIES/CONTRACTS FUNDED BY THE
           THE POLICIES                           ALL OF THE FUNDS                              SEPARATE ACCOUNTS
----------------------------------          -----------------------------       -------------------------------------------------
AIM V.I. Capital Appreciation Fund          Lincoln Life Variable Annuity       o    The Lincoln National Life Insurance Company:
AIM V.I. Diversified Income Fund                Account N                            Flexible Premium Variable Annuity Contracts
AIM V.I. Growth Fund                                                                 AN425LL and state variations thereof
AIM V.I. International Equity Fund          Lincoln Life Flexible Premium
AIM V.I. Value Fund                             Variable Life Account M
                                                                                o    The Lincoln National Life Insurance Company:
                                            Lincoln Life Flexible Premium            Flexible Premium Variable Life Insurance
                                                Variable Life Account R              Policy LN605LL/LN615LL/LN617LL/LN680
                                                                                     and state variations thereof

                                                                                o    The Lincoln National Life Insurance Company:
                                                                                     Flexible Premium Variable Life Insurance
                                                                                     Policy On the Lives of Two Insureds LN650LL
                                                                                     and state variations thereof

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to Schedule A to be executed in its name and behalf of its duly authorized officer on the date specified below. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN           By:    /s/ ROBERT H. GRAHAM
       -----------------------------        -----------------------------
Name:   Nancy L. Martin               Name:  Robert H. Graham
Title:  Assistant Secretary           Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN          By:    /s/ MICHAEL J. CEMO
       ----------------------------        -----------------------------
Name:   Nancy L. Martin              Name:  Michael J. Cemo
Title:  Assistant Secretary          Title: President

(SEAL)

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

Attest: /s/ STEVEN M. KLUEVER        By:    /s/ KELLY D. CLEVENGER
       ----------------------------        -----------------------------
Name:   Steven M. Kluever            Name:  Kelly D. Clevenger
Title:  Second Vice President        Title: Vice President

(SEAL)

EXHIBIT h(36)(e)

AMENDMENT NO. 4
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated June 16, 1998, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware Corporation and The Lincoln National Life Insurance Company, an Indiana life insurance company, is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

          FUNDS AVAILABLE UNDER                SEPARATE ACCOUNTS                  POLICIES/CONTRACTS FUNDED BY THE
              THE POLICIES                     UTILIZING SOME OR                          SEPARATE ACCOUNTS
                                               ALL OF THE FUNDS
------------------------------------- ------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund    Lincoln Life Variable Annuity   o    The Lincoln National Life Insurance Company:
AIM V.I. Diversified Income Fund      Account N                            Flexible Premium Variable Annuity Contracts AN425LL
AIM V.I. Growth Fund                                                       and state variations thereof
AIM V.I. International Equity Fund    Lincoln Life Flexible Premium
AIM V.I. Value Fund
                                      Variable Life Account M         o    The Lincoln National Life Insurance Company:
                                                                           Flexible Premium Variable Life Insurance Policy
                                                                           LN605LL/LN615LL/LN617LL/LN660/
                                      Lincoln Life Flexible Premium        LN680 and state variations thereof
                                      Variable Life Account R
                                                                      o    The Lincoln National Life Insurance Company:
                                                                           Flexible Premium Variable Life Insurance Policy On
                                                                           the Lives of Two Insureds LN650LL/ LN655 and state
                                                                           variations thereof
------------------------------------- ------------------------------------------------------------------------------------------

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to Schedule A to be executed in its name and behalf of its duly authorized officer on the date specified below. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective Date: May 1, 2000

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Robert H. Graham
Title: Assistant Secretary                   Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ MICHAEL J. CEMO
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Michael J. Cemo
Title: Assistant Secretary                   Title: President

(SEAL)

THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY

Attest: /s/ DENIS G. SCHWARTZ                Attest: /s/ STEVEN M. KLUEVER
       ----------------------------                 ----------------------------
Name:  Denis G. Schwartz                     Name:  Steven M. Kluever
       ----------------------------          Title: Second Vice President
Title: Second Vice President
       ----------------------------

(SEAL)

EXHIBIT h(42)(c)

AMENDMENT NO. 2
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated July 27, 1998, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware corporation, Allmerica Financial Life Insurance and Annuity Company, a Delaware life insurance company and Allmerica Investments, Inc., is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

FUNDS AVAILABLE UNDER                             SEPARATE ACCOUNTS                         POLICIES FUNDED BY THE
THE POLICIES                                      UTILIZING THE FUNDS                       SEPARATE ACCOUNTS
------------------------------------------------- ----------------------------------------- ----------------------------------
AIM V.I. Aggressive Growth Fund                   Fulcrum Account of Allmerica Financial    3025-96
AIM V.I. Blue Chip Fund                           Life Insurance and Annuity Company
AIM V.I. Capital Appreciation Fund
AIM V.I. Dent Demographic Trends Fund             ----------------------------------------- ----------------------------------
AIM V.I. Growth Fund
AIM V.I. High Yield Fund                          Fulcrum Variable Life Account of          1030-96
AIM V.I. International Equity Fund                Allmerica Financial Life Insurance and
AIM V.I. Value Fund                               Annuity Company

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

                                                  FUVUL Separate Account of Allmerica       1036-99
                                                  Financial Life Insurance and Annuity
                                                  Company

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

                                                  Separate Account VA-P of Allmerica        Pioneer Vision; Pioneer
                                                  Financial Life Insurance and Annuity      C-Vision; and Pioneer
                                                  Company                                   XtraVision; A3030-99

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

                                                  Separate Account VA-K(Delaware) of        Delaware Medallion; Delaware
                                                  Allmerica Financial Life Insurance and    Golden Medallion; A3030-99
                                                  Annuity Company

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

                                                  Separate Account VA-K of Allmerica        A3030-99; Agency Replacement
                                                  Financial Life Insurance and Annuity
                                                  Company

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

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective Date: April 10, 2000

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Robert H. Graham
Title: Assistant Secretary                   Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ W. GARY LITTLEPAGE
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  W. Gary Littlepage
Title: Assistant Secretary                   Title: Senior Vice President

(SEAL)
ALLMERICA FINANCIAL LIFE INSURANCE

AND ANNUITY COMPANY

Attest: /s/ RACHEL CREUTZ RHODES             By: /s/ DAVID J. MUELLER
       -----------------------------            --------------------------------
Name:  Rachel Creutz Rhodes                  Name:  David J. Mueller
       -----------------------------              ------------------------------
Title: Counsel                               Title: Vice President
       -----------------------------               -----------------------------

(SEAL)

ALLMERICA INVESTMENTS, INC.

Attest: /s/ RACHEL CREUTZ RHODES             By: /s/ DAVID J. MUELLER
       -----------------------------            --------------------------------
Name:  Rachel Creutz Rhodes                  Name:  David J. Mueller
       -----------------------------              ------------------------------
Title: Counsel                               Title: VP FINOP
       -----------------------------               -----------------------------

(SEAL)

EXHIBIT h(42)(d)

AMENDMENT NO. 3
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated July 27, 1998, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware corporation, Allmerica Financial Life Insurance and Annuity Company, a Delaware life insurance company and Allmerica Investments, Inc., is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

FUNDS AVAILABLE UNDER                               SEPARATE ACCOUNTS                      POLICIES FUNDED BY THE
THE POLICIES                                        UTILIZING THE FUNDS                    SEPARATE ACCOUNTS
--------------------------------------------------- -------------------------------------- -----------------------------------
AIM V.I. Aggressive Growth Fund                     Fulcrum Account of Allmerica           3025-96
AIM V.I. Blue Chip Fund                             Financial Life Insurance and Annuity
AIM V.I. Capital Appreciation Fund                  Company
AIM V.I. Dent Demographic Trends Fund
AIM V.I. Growth Fund
AIM V.I. High Yield Fund
AIM V.I. International Equity Fund
AIM V.I. Value Fund

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

                                                    Fulcrum Variable Life Account of       1030-96
                                                    Allmerica Financial Life Insurance
                                                    and Annuity Company

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

                                                    FUVUL Separate Account of Allmerica    1036-99
                                                    Financial Life Insurance and Annuity
                                                    Company

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

                                                    Separate Account VA-P of Allmerica     Pioneer Vision; Pioneer C-Vision;
                                                    Financial Life Insurance and Annuity   and Pioneer XtraVision; A3030-99
                                                    Company

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

                                                    Separate Account VA-K(Delaware) of     Delaware Medallion; Delaware
                                                    Allmerica Financial Life Insurance     Golden Medallion; A3030-99
                                                    and Annuity Company

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

                                                    Separate Account VA-K of Allmerica     A3030-99; Agency Ultimate
                                                    Financial Life Insurance and Annuity   Advantage; First Union VIA
                                                    Company

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

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Robert H. Graham
Title: Assistant Secretary                   Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ MICHAEL J. CEMO
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Michael J. Cemo
Title: Assistant Secretary                   Title: President

(SEAL)

ALLMERICA FINANCIAL LIFE INSURANCE
AND ANNUITY COMPANY

Attest: /s/ KATHLEEN DENICHOLAS              By: /s/ RICHARD M. REILLY
       -----------------------------            --------------------------------
Name:  Kathleen DeNicholas                   Name:  Richard M. Reilly
     -------------------------------              ------------------------------
Title: Counsel                               Title: President
      ------------------------------               -----------------------------

(SEAL)

ALLMERICA INVESTMENTS, INC.

Attest: /s/ KATHLEEN DENICHOLAS              By: /s/ DAVID J. MUELLER
       -----------------------------            --------------------------------
Name:  Kathleen DeNicholas                   Name:  David J. Mueller
     -------------------------------              ------------------------------
Title: Counsel                               Title: FINOP
      ------------------------------               -----------------------------

(SEAL)

EXHIBIT h(42)(e)

AMENDMENT NO. 4
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated July 27, 1998, by and among AIM Variable Insurance Funds (Formerly "AIM Variable Insurance Funds, Inc."), a Delaware trust, A I M Distributors, Inc., a Delaware corporation, Allmerica Financial Life Insurance and Annuity Company, a Delaware life insurance company and Allmerica Investments, Inc., is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

FUNDS AVAILABLE UNDER                             SEPARATE ACCOUNTS                         POLICIES FUNDED BY THE
THE POLICIES                                      UTILIZING THE FUNDS                       SEPARATE ACCOUNTS
------------------------------------------------- ----------------------------------------- ----------------------------------
AIM V.I. Capital Appreciation Fund                Fulcrum Account of Allmerica Financial    3025-96
AIM V.I. Value Fund                               Life Insurance and Annuity Company
AIM V.I. Growth Fund
AIM V.I. International Equity Fund                ----------------------------------------- ----------------------------------
AIM V.I. High Yield Fund                          Fulcrum Variable Life Account of          1030-96
AIM V.I. Dent Demographic Trends Fund             Allmerica Financial Life Insurance and
AIM V.I. Aggressive Growth Fund                   Annuity Company
AIM V.I. Blue Chip Fund
                                                  ----------------------------------------- ----------------------------------
                                                  FUVUL Separate Account of Allmerica       1036-99
                                                  Financial Life Insurance and Annuity
                                                  Company

                                                  ----------------------------------------- ----------------------------------
                                                  Separate Account VA-P of Allmerica        Pioneer Vision; Pioneer
                                                  Financial Life Insurance and Annuity      C-Vision; and Pioneer
                                                  Company                                   XtraVision; A3030-99;
                                                                                            Pioneer No-Load

                                                  ----------------------------------------- ----------------------------------
                                                  Separate Account VA-K(Delaware) of        Delaware Medallion; Delaware
                                                  Allmerica Financial Life Insurance and    Golden Medallion; A3030-99;
                                                  Annuity Company                           Delaware No-Load
                                                  ----------------------------------------- ----------------------------------
                                                  Separate Account VA-K of Allmerica        A3030-99; Agency Ultimate
                                                  Financial Life Insurance and Annuity      Advantage; Advantage,
                                                  Company                                   ExecAnnuity; First Union VIA;
                                                                                            Fund Quest; Annuity Scout
                                                  ----------------------------------------- ----------------------------------
                                                  Group VEL Account                         Executive Solutions
                                                  ----------------------------------------- ----------------------------------
                                                  Allmerica Select Separate Account         Select Reward, Secondary B/D
                                                  ----------------------------------------- ----------------------------------

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

AIM VARIABLE INSURANCE FUNDS

Attest: /s/ NANCY L. MARTIN                  By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Robert H. Graham
Title: Assistant Secretary                   Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ MICHAEL J. CEMO
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Michael J. Cemo
Title: Assistant Secretary                   Title: President

(SEAL)
ALLMERICA FINANCIAL LIFE INSURANCE

AND ANNUITY COMPANY

Attest: /s/ BETH CHENEVERT                   By: /s/ RICHARD M. REILLY
       -----------------------------            --------------------------------
Name:  Beth Chenevert                        Name:  Richard M. Reilly
     -------------------------------              -----------------------------
Title: Administrative Assistant              Title: President
      ------------------------------               ----------------------------

(SEAL)

ALLMERICA INVESTMENTS, INC.

Attest: /s/ BETH CHENEVERT                   By: /s/ WILLIAM F. MONREE, JR.
       -----------------------------            --------------------------------
Name:  Beth Chenevert                        Name:  William F. Monree, Jr.
      ------------------------------              ------------------------------
Title: Administrative Assistant              Title: President
      ------------------------------               -----------------------------

(SEAL)

EXHIBIT h(43)(c)

AMENDMENT NO. 2
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated July 27, 1998, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware corporation, First Allmerica Financial Life Insurance Company, a Delaware life insurance company and Allmerica Investments, Inc., is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

FUNDS AVAILABLE UNDER                              SEPARATE ACCOUNTS                       POLICIES FUNDED BY THE
THE POLICIES                                       UTILIZING THE FUNDS                     SEPARATE ACCOUNTS
-------------------------------------------------- --------------------------------------- ------------------------------------
AIM V.I. Aggressive Growth Fund                    Fulcrum Account of First Allmerica      A3025-96GRC
AIM V.I. Blue Chip Fund                            Financial Life Insurance Company
AIM V.I. Capital Appreciation Fund
AIM V.I. Dent Demographic Trends Fund              --------------------------------------- ------------------------------------
AIM V.I. Growth Fund
AIM V.I. High Yield Fund                           FUVUL Separate Account of First         1036.NY-99GRC
AIM V.I. International Equity Fund                 Allmerica Financial Life Insurance
AIM V.I. Value Fund                                Company

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

                                                   Separate Account VA-P of First          Pioneer Vision; Pioneer C-Vision;
                                                   Allmerica Financial Life Insurance      and Pioneer XtraVision; A3030-99
                                                   Company
                                                   --------------------------------------- ------------------------------------

                                                   Separate Account VA-K(Delaware) of      Delaware Medallion; Delaware
                                                   First Allmerica Financial Life          Golden Medallion; A3030-99
                                                   Insurance Company
                                                   --------------------------------------- ------------------------------------

                                                   Separate Account VA-K of First          A3030-99; Agency Replacement
                                                   Allmerica Financial Life Insurance
                                                   Company
                                                   --------------------------------------- ------------------------------------

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective Date: April 10, 2000

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Robert H. Graham
Title: Assistant Secretary                   Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ W. GARY LITTLEPAGE
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  W. Gary Littlepage
Title: Assistant Secretary                   Title: Senior Vice President

(SEAL)

FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY

Attest: /s/ RACHEL CREUTZ RHODES             By: /s/ DAVID J. MUELLER
       -----------------------------            --------------------------------
Name:  Rachel Creutz Rhodes                  Name:  David J. Mueller
Title: Counsel                               Title: Vice President

(SEAL)

ALLMERICA INVESTMENTS, INC.

Attest: /s/ RACHEL CREUTZ RHODES             By: /s/ DAVID J. MUELLER
       -----------------------------            --------------------------------
Name:  Rachel Creutz Rhodes                  Name:  David J. Mueller
Title: Counsel                               Title: Vice President - FINOP

(SEAL)

EXHIBIT h(43)(d)

AMENDMENT NO. 3
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated July 27, 1998, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware corporation, First Allmerica Financial Life Insurance Company, a Delaware life insurance company and Allmerica Investments, Inc., is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

FUNDS AVAILABLE UNDER                               SEPARATE ACCOUNTS                       POLICIES FUNDED BY THE
THE POLICIES                                        UTILIZING THE FUNDS                     SEPARATE ACCOUNTS
--------------------------------------------------- --------------------------------------- -----------------------------------
AIM V.I. Aggressive Growth Fund                     Fulcrum Account of First Allmerica      A3025-96GRC
AIM V.I. Blue Chip Fund                             Financial Life Insurance Company
AIM V.I. Capital Appreciation Fund
AIM V.I. Dent Demographic Trends Fund               --------------------------------------- -----------------------------------
AIM V.I. Growth Fund
AIM V.I. High Yield Fund                            FUVUL Separate Account of First         1036.NY-99GRC
AIM V.I. International Equity Fund                  Allmerica Financial Life Insurance
AIM V.I. Value Fund                                 Company

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

                                                    Separate Account VA-P of First          Pioneer Vision; Pioneer C-Vision;
                                                    Allmerica Financial Life Insurance      and Pioneer XtraVision; A3030-99
                                                    Company

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

                                                    Separate Account VA-K(Delaware) of      Delaware Medallion; Delaware
                                                    First Allmerica Financial Life          Golden Medallion; A3030-99
                                                    Insurance Company

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

                                                    Separate Account VA-K of First          A3030-99; Agency Ultimate
                                                    Allmerica Financial Life Insurance      Advantage; First Union VIA
                                                    Company

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

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective Date: May 1, 2000

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Robert H. Graham
Title: Assistant Secretary                   Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ MICHAEL J. CEMO
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Michael J. Cemo
Title: Assistant Secretary                   Title: President

(SEAL)

FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY

Attest: /s/ KATHLEEN DENICHOLAS              By: /s/ RICHARD M. REILLY
       -----------------------------            --------------------------------
Name:  Kathleen DeNicholas                   Name:  Richard M. Reilly
Title: Counsel                               Title: Vice President

(SEAL)
ALLMERICA INVESTMENTS, INC.

Attest: /s/ KATHLEEN DENICHOLAS              By: /s/ DAVID J. MUELLER
       -----------------------------            --------------------------------
Name:  Kathleen DeNicholas                   Name:  David J. Mueller
Title: Counsel                               Title: FINOP

(SEAL)

EXHIBIT h(43)(e)

AMENDMENT NO. 4
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated July 27, 1998, by and among AIM Variable Insurance Funds (formerly "AIM Variable Insurance Funds, Inc."), a Delaware trust, A I M Distributors, Inc., a Delaware corporation, First Allmerica Financial Life Insurance Company, a Delaware life insurance company and Allmerica Investments, Inc., is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

FUNDS AVAILABLE UNDER                               SEPARATE ACCOUNTS                       POLICIES FUNDED BY THE
THE POLICIES                                        UTILIZING THE FUNDS                     SEPARATE ACCOUNTS
--------------------------------------------------- --------------------------------------- -----------------------------------
AIM V.I. Capital Appreciation Fund                  Fulcrum Account of First Allmerica      A3025-96GRC
AIM V.I. Value Fund                                 Financial Life Insurance Company
AIM V.I. Growth Fund
AIM V.I. International Equity Fund                  --------------------------------------- -----------------------------------
AIM V.I. High Yield Fund                            FUVUL Separate Account of First         1036.NY-99GRC
AIM V.I. Dent Demographic Trends Fund               Allmerica Financial Life Insurance
AIM V.I. Aggressive Growth Fund                     Company
AIM V.I. Blue Chip Fund

                                                    --------------------------------------- -----------------------------------
                                                    Separate Account VA-P of First          Pioneer Vision; Pioneer C-Vision;
                                                    Allmerica Financial Life Insurance      and Pioneer XtraVision; A3030-99;
                                                    Company                                 Pioneer No-Load

                                                    --------------------------------------- -----------------------------------
                                                    Separate Account VA-K(Delaware) of      Delaware Medallion; Delaware
                                                    First Allmerica Financial Life          Golden Medallion; A3030-99;
                                                    Insurance Company                       Delaware No-Load
                                                    --------------------------------------- -----------------------------------
                                                    Separate Account VA-K of First          A3030-99; Agency Ultimate
                                                    Allmerica Financial Life Insurance      Advantage; Advantage; ExecAnnuity;
                                                    Company                                 First Union VIA; Annuity Scout Fund
                                                                                            Quest
                                                    --------------------------------------- -----------------------------------
                                                    Group VEL Account                       Executive Solutions
                                                    --------------------------------------- -----------------------------------
                                                    Select Separate Account                 Select Reward; Secondary B/D
                                                    --------------------------------------- -----------------------------------

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

AIM VARIABLE INSURANCE FUNDS

Attest: /s/ NANCY L. MARTIN                  By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Robert H. Graham
Title: Assistant Secretary                   Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ MICHAEL J. CEMO
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Michael J. Cemo
Title: Assistant Secretary                   Title: President

(SEAL)

FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY

Attest: /s/ BETH CHENEVERT                   By: /s/ RICHARD M. REILLY
       -----------------------------            --------------------------------
Name:  Beth Chenevert                        Name:  Richard M. Reilly
Title: Administrative Assistant              Title: Vice President

(SEAL)
ALLMERICA INVESTMENTS, INC.

Attest: /s/ BETH CHENEVERT                   By: /s/ WILLIAM F. MONREE, JR.
       -----------------------------            --------------------------------
Name:  Beth Chenevert                        Name:  William F. Monree, Jr.
Title: Administrative Assistant              Title: President

(SEAL)

EXHIBIT h(45)(c)

AMENDMENT NO. 2
PARTICIPATION AGREEMENT

The Participation Agreement (the "Agreement"), dated November 23, 1998, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M Distributors, Inc., a Delaware Corporation, American General Annuity Insurance Company, a Texas life insurance company and American General Distributors, Inc. (formally known as A.G. Distributors, Inc. and AGA Brokerage Services, Inc.), is hereby amended as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

          FUNDS AVAILABLE UNDER                        SEPARATE ACCOUNTS                      POLICIES/CONTRACTS FUNDED BY THE
              THE POLICIES                             UTILIZING SOME OR                              SEPARATE ACCOUNTS
                                                       ALL OF THE FUNDS
------------------------------------------- ---------------------------------------- -----------------------------------------------
AIM V.I. Capital Appreciation Fund          AG Separate Account A                    o   VA61-94
AIM V.I. Diversified Income Fund                                                     o   VA61-T5-94
AIM V.I. International Equity Fund                                                   o   VA63-94
AIM V.I. Value Fund                                                                  o   VA63-T5-94
                                                                                     o   VA64-T5-94
                                                                                     o   VA124-99R
                                                                                     o   VA123-98
------------------------------------------- ---------------------------------------- -----------------------------------------------

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective Date: August 1, 2000

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ ROBERT H. GRAHAM
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Robert H. Graham
Title: Assistant Secretary                   Title: President

(SEAL)

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN                  By: /s/ MICHAEL J. CEMO
       -----------------------------            --------------------------------
Name:  Nancy L. Martin                       Name:  Michael J. Cemo
Title: Assistant Secretary                   Title: President

(SEAL)

AMERICAN GENERAL ANNUITY INSURANCE
COMPANY

Attest: /s/ MARY CAVANAUGH                   By: /s/ BRUCE R. ABRAMS
       ---------------------------------        --------------------------------
Name:  Mary Cavanaugh                        Name:  Bruce R. Abrams
Title: SVP - General Counsel & Secretary     Title: Executive Vice President

(SEAL)

AMERICAN GENERAL DISTRIBUTORS, INC.

Attest: /s/ MARY CAVANAUGH                   By: /s/ ROBERT P. CONDON
       ---------------------------------        --------------------------------
Name:  Mary Cavanaugh                        Name:  Robert P. Condon
Title: Secretary                             Title: CEO & President

(SEAL)

EXHIBIT h(63)

PARTICIPATION AGREEMENT

BY AND AMONG

AIM VARIABLE INSURANCE FUNDS, INC.,

A I M DISTRIBUTORS, INC.

GE LIFE AND ANNUITY ASSURANCE COMPANY,
ON BEHALF OF ITSELF AND
ITS SEPARATE ACCOUNTS,

AND

CAPITAL BROKERAGE CORPORATION

TABLE OF CONTENTS

Description                                                                          Page
Section 1.  Available Funds............................................................2

     1.1      Availability.............................................................2
     1.2      Addition, Deletion or Modification of Funds..............................2
     1.3      No Sales to the General Public...........................................2

Section 2.  Processing Transactions....................................................3

     2.1      Timely Pricing and Orders................................................3
     2.2      Timely Payments..........................................................3
     2.3      Applicable Price.........................................................4
     2.4      Dividends and Distributions..............................................4
     2.5      Book Entry...............................................................4

Section 3.  Costs and Expenses.........................................................4

     3.1      General..................................................................4
     3.2      Parties to Cooperate.....................................................5

Section 4.  Legal Compliance...........................................................5

     4.1      Tax Laws.................................................................5
     4.2      Insurance and Certain Other Laws.........................................8
     4.3      Securities Laws..........................................................8
     4.4      Notice of Certain Proceedings and Other Circumstances....................9
     4.5      LIFE COMPANY to Provide Documents; Information About AVIF...............10
     4.6      AVIF to Provide Documents; Information About LIFE COMPANY...............11

Section 5.  Mixed and Shared Funding..................................................13

     5.1      General.................................................................13
     5.2      Disinterested Directors.................................................14
     5.3      Monitoring for Material Irreconcilable Conflicts........................14
     5.4      Conflict Remedies.......................................................15
     5.5      Notice to LIFE COMPANY..................................................16
     5.6      Information Requested by Board of Directors.............................16
     5.7      Compliance with SEC Rules...............................................16
     5.8      Other Requirements......................................................17

Section 6.  Termination...............................................................17

     6.1      Events of Termination...................................................17
     6.2      Notice Requirement for Termination......................................18

     6.3      Funds to Remain Available...............................................19
     6.4      Survival of Warranties and Indemnifications.............................19
     6.5      Continuance of Agreement for Certain Purposes...........................19

Section 7.   Parties to Cooperate Respecting Termination..............................19


Section 8.   Assignment...............................................................19


Section 9.   Notices..................................................................20


Section 10.  Voting Procedures........................................................20


Section 11.  Foreign Tax Credits......................................................21


Section 12.  Indemnification..........................................................21

     12.1     Of AVIF and AIM by LIFE COMPANY and UNDERWRITER.........................21
     12.2     Of LIFE COMPANY and UNDERWRITER by AVIF and AIM.........................23
     12.3     Effect of Notice........................................................26
     12.4     Successors..............................................................26

Section 13.  Applicable Law...........................................................26


Section 14.  Execution in Counterparts................................................26


Section 15.  Severability.............................................................26


Section 16.  Rights Cumulative........................................................27


Section 17.  Headings.................................................................27


Section 18.  Confidentiality..........................................................27


Section 19.  Trademarks and Fund Names................................................28


Section 20.  Amendments...............................................................28

PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into as of the 2nd day of March, 2000 ("Agreement"), by and among AIM Variable Insurance Funds, Inc., a Maryland corporation ("AVIF"), A I M Distributors, Inc., a Delaware corporation ("AIM"), GE Life and Annuity Assurance Company, a Virginia life insurance company ("LIFE COMPANY"), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an "Account," and collectively, the "Accounts"); and Capital Brokerage Corporation (doing business in Indiana, Minnesota, New Mexico, and Texas as GE Capital Brokerage Corporation), an affiliate of LIFE COMPANY and the principal underwriter of the Contracts ("UNDERWRITER") (collectively, the "Parties").

WITNESSETH THAT:

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

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

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

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

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

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

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

WHEREAS, UNDERWRITER is a broker-dealer registered with the SEC under the Securities Exchange Act of 1934 ("1934 Act") and a member in good standing of the National Association of Securities Dealers, Inc. ("NASD");

WHEREAS, AIM is a broker-dealer registered with the SEC under the Securities Exchange Act of 1934 ("1934 Act") and a member in good standing of the National Association of Securities Dealers, Inc. ("NASD");

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

SECTION 1. AVAILABLE FUNDS

1.1 AVAILABILITY.

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

1.2 ADDITION, DELETION OR MODIFICATION OF FUNDS.

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

1.3 NO SALES TO THE GENERAL PUBLIC.

AVIF represents and warrants that no Shares of any Fund have been or will be sold to the general public.

SECTION 2. PROCESSING TRANSACTIONS

2.1 TIMELY PRICING AND ORDERS.

(a) AVIF or its designated agent will use its best efforts to provide LIFE COMPANY with the net asset value per Share for each Fund by 5:30 p.m. Central Time on each Business Day. As used herein, "Business Day" shall mean any day on which (i) the New York Stock Exchange is open for regular trading, (ii) AVIF calculates the Fund's net asset value, and (iii) LIFE COMPANY is open for business.

(b) LIFE COMPANY will use the data provided by AVIF each Business Day pursuant to paragraph (a) immediately above to calculate Account unit values and to process transactions that receive that same Business Day's Account unit values. LIFE COMPANY will perform such Account processing the same Business Day, and will place corresponding orders to purchase or redeem Shares with AVIF by 8:30 a.m. Central Time the following Business Day; provided, however, that AVIF shall provide additional time to LIFE COMPANY in the event that AVIF is unable to meet the 5:30 p.m. time stated in paragraph (a) immediately above. Such additional time shall be equal to the additional time that AVIF takes to make the net asset values available to LIFE COMPANY.

(c) With respect to payment of the purchase price by LIFE COMPANY and of redemption proceeds by AVIF, LIFE COMPANY and AVIF shall net purchase and redemption orders with respect to all Funds and shall transmit one net payment in accordance with Section 2.2, below.

(d) If AVIF provides materially incorrect Share net asset value information (as determined under SEC guidelines), LIFE COMPANY shall be entitled to an adjustment to the number of Shares purchased or redeemed to reflect the correct net asset value per Share. Any material error in the calculation or reporting of net asset value per Share, dividend or capital gain information shall be reported promptly upon discovery to LIFE COMPANY. Materiality and reprocessing cost reimbursement shall be determined in accordance with standards established by the Parties as provided in Schedule B, attached hereto and incorporated herein.

2.2 TIMELY PAYMENTS.

LIFE COMPANY will wire payment for net purchases to a custodial account designated by AVIF by 3:00 p.m. Eastern Time on the same day as the order for Shares is placed, to the extent practicable. AVIF will wire payment for net redemptions to an account designated by LIFE COMPANY by 3:00 p.m. Eastern Time on the same day as the Order is placed, to the extent practicable, but in any event within three (3) business days after the date the order is placed in order to enable LIFE COMPANY to pay redemption proceeds within the time specified in
Section 22(e) of the 1940 Act or such shorter period of time as may be required by law.

2.3 APPLICABLE PRICE.

(a) Share purchase payments and redemption orders that result from purchase payments, premium payments, surrenders and other transactions under Contracts (collectively, "Contract transactions") and that LIFE COMPANY receives prior to the close of regular trading on the New York Stock Exchange on a Business Day will be executed at the net asset values of the appropriate Funds next computed after receipt by AVIF or its designated agent of the orders. For purposes of this Section 2.3(a), LIFE COMPANY shall be the designated agent of AVIF for receipt of orders relating to Contract transactions on each Business Day and receipt by such designated agent shall constitute receipt by AVIF; provided that AVIF receives notice of such orders by 8:30 a.m. Central Time on the next following Business Day or such later time as computed in accordance with Section 2.1(b) hereof.

(b) All other Share purchases and redemptions by LIFE COMPANY will be effected at the net asset values of the appropriate Funds next computed after receipt by AVIF or its designated agent of the order therefor, and such orders will be irrevocable.

2.4 DIVIDENDS AND DISTRIBUTIONS.

AVIF will furnish notice by wire, telephone or e-mail (followed by written confirmation) on or prior to the payment date to LIFE COMPANY of any income dividends or capital gain distributions payable on the Shares of any Fund. LIFE COMPANY hereby elects to reinvest all dividends and capital gains distributions in additional Shares of the corresponding Fund at the ex-dividend date net asset values until LIFE COMPANY otherwise notifies AVIF in writing, it being agreed by the Parties that the ex-dividend date and the payment date with respect to any dividend or distribution will be the same Business Day. LIFE COMPANY reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. AVIF shall notify LIFE COMPANY of the number of shares so issued as payment of such dividends and distributions.

2.5 BOOK ENTRY.

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

SECTION 3. COSTS AND EXPENSES

3.1 GENERAL.

Except as otherwise specifically provided in Schedule C, attached hereto and made a part hereof, each Party will bear, or arrange for others to bear, all expenses incident to its performance under this Agreement.

3.2 PARTIES TO COOPERATE.

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

SECTION 4. LEGAL COMPLIANCE

4.1 TAX LAWS.

(a) AVIF represents and warrants that each Fund is currently qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future.

(b) Subject to Sections 4.1(d) and 4.1(e) hereof, AVIF represents that it will use its best efforts to comply and to maintain each Fund's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code.

(c) If the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF or its affiliates as a result of such a failure or alleged failure, then LIFE COMPANY, in its sole discretion, may elect to have the provisions of this Section 4.1(c) apply to AVIF's or AIM's participation in (as distinguished from assumption of) the defense of any action relating to such assertion or potential claim pursuant to Section 12.2(d) hereof (it being understood that if LIFE COMPANY does not elect to apply this Section 4.1(c), no party hereto will be relieved of any rights or obligations it may otherwise have).

(i) LIFE COMPANY shall promptly notify AVIF of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant);

(ii) LIFE COMPANY shall consult with AVIF as to how to minimize any liability that may arise as a result of such failure or alleged failure;

(iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations
Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent;

(iv) LIFE COMPANY shall permit AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences, discussions, proceedings, contests or appeals;

(v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF which shall not be unreasonably withheld;

(vi) LIFE COMPANY shall provide AVIF or its affiliates and their accounting and legal advisors with such cooperation as AVIF shall reasonably request (including, without limitation, by permitting AVIF and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against it arising from such a failure or alleged failure;

(vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such

appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and

(viii) AVIF and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability.

Should AVIF or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF. As used in this Agreement, the term "affiliates" shall have the same meaning as "affiliated person" as defined in Section 2(a)(3) of the 1940 Act.

AVIF and AIM agree that this Section 4.1(c) does not require LIFE COMPANY to provide or disclose to AVIF, AIM, or any of their respective affiliates any attorney-client privileged books, records, or other materials or data that do not pertain to the failure or alleged failure of any Fund to comply with the diversification requirements of section 817(h) of the Code. AVIF and AIM further agree that any books, records or other materials or data provided or disclosed by LIFE COMPANY to AVIF, AIM, or their respective affiliates pursuant to this Section 4.1(c) shall be subject to the confidentiality provisions of
Section 18 hereof.

LIFE COMPANY agrees that this Section 4.1(c) is at all times subject to AVIF's and AIM's right, pursuant to Section 12.2(d) hereof, to assume (as distinguished from participate in) the defense of the actions described in that Section, including, without limitation, the conduct of any ruling request and closing agreement or other settlement proceeding with the IRS.

(d) Subject to Sections 4.1(a) and 4.1(b) hereof, LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future.

(e) LIFE COMPANY represents and warrants that each Account is a "segregated asset account" and that, subject to Sections 4.1(a) and 4.1(b) hereof, interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF immediately

upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

4.2 INSURANCE AND CERTAIN OTHER LAWS.

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

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

(c) AVIF represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the State of Maryland and has full power, authority, and legal right to execute, deliver, and perform its duties and comply with its obligations under this Agreement.

(d) AIM represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full power, authority, and legal right to execute, deliver, and perform its duties and comply with its obligations under this Agreement.

(e) UNDERWRITER represents and warrants that it is a corporation duly organized, validly existing, and in good standing under all applicable state laws and has full power, authority, and legal right to execute, deliver, and perform its duties and comply with its obligations under this Agreement.

4.3 SECURITIES LAWS.

(a) LIFE COMPANY represents and warrants that (i) interests in each Account pursuant to the Contracts are or will be registered under the 1933 Act to the extent required by the 1933 Act, (ii) the Contracts are or will be duly authorized for issuance and sold in compliance with all applicable federal and state laws, including, without limitation, the 1933 Act, the 1934 Act, the 1940 Act and the law(s) of LIFE COMPANY's state(s) of organization and domicile,
(iii) each Account is and will remain registered under the 1940 Act, to the extent required by the 1940 Act, (iv) each Account does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, to the extent required, (v) each Account's 1933 Act registration statement relating to the Contracts, together with any amendments thereto, will at all times comply in all material

respects with the requirements of the 1933 Act and the rules thereunder, (vi) LIFE COMPANY will amend the registration statement for its Contracts under the 1933 Act and for its Accounts under the 1940 Act from time to time as required in order to effect the continuous offering of its Contracts or as may otherwise be required by applicable law, and (vii) each Account Prospectus will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder.

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

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

(d) AVIF 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, AVIF undertakes to have its Board of Directors, a majority of whom are not "interested" persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses.

(e) AVIF represents and warrants that all of its trustees, 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.

4.4 NOTICE OF CERTAIN PROCEEDINGS AND OTHER CIRCUMSTANCES.

(a) AVIF or AIM will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, Statement of Additional Information and any amendments or supplements thereto (collectively the "AVIF Prospectus"), (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action

or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

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

(c) Each Party hereto shall cooperate with the other Parties and all appropriate government authorities (including, without limitation, the SEC, the NASD, and state securities and insurance regulators) and shall permit such authorities reasonable access to its books and records, as may be required by law, in connection with any investigation or inquiry by any such regulatory authority relating to this Agreement or transactions contemplated hereby. However, such access shall not extend to attorney-client privileged information.

4.5 LIFE COMPANY TO PROVIDE DOCUMENTS; INFORMATION ABOUT AVIF.

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

(b) LIFE COMPANY will provide to AVIF or its designated agent at least one (1) complete copy of each piece of sales literature or other promotional material in which AVIF or any of its affiliates is named, at least five (5) Business Days prior to its use or such shorter period as the Parties hereto may, from time to time, agree upon. No such material shall be used if AVIF or its designated agent objects to such use within five (5) Business Days after receipt of such material or such shorter period as the Parties hereto may, from time to time, agree upon. AVIF hereby designates AIM as the entity to receive such sales literature, until such time as AVIF appoints

another designated agent by giving notice to LIFE COMPANY in the manner required by Section 9 hereof.

(c) Neither LIFE COMPANY, UNDERWRITER nor any of their respective affiliates, will give any information or make any representations or statements on behalf of or concerning AVIF or its affiliates in connection with the sale of the Contracts other than (i) the information or representations contained in the registration statement, including the AVIF Prospectus contained therein, relating to Shares, as such registration statement and AVIF Prospectus may be amended from time to time; or (ii) in reports or proxy materials for AVIF; or
(iii) in published reports for AVIF that are in the public domain and approved by AVIF for distribution; or (iv) in sales literature or other promotional material approved by AVIF, except with the express written permission of AVIF. The parties agree that this Section 4.5 is not intended to designate nor otherwise imply that LIFE COMPANY is underwriter or distributor of shares of AVIF.

(d) LIFE COMPANY shall adopt and implement procedures reasonably designed to ensure that information concerning AVIF and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Participants) ("broker only materials") is so used, and pursuant to Section 12.2 hereof, neither AVIF nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.

(e) For the purposes of this Section 4.5 and Section 12 hereof, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act.

(f) LIFE COMPANY and/or UNDERWRITER shall promptly provide to AVIF and AIM copies of responses to no-action requests, notices, orders, and other rulings received by LIFE COMPANY and/or UNDERWRITER with respect to any filing covered by Section 4.5 of this Agreement.

4.6 AVIF TO PROVIDE DOCUMENTS; INFORMATION ABOUT LIFE COMPANY.

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

with the SEC or other regulatory authorities. AVIF shall provide LIFE COMPANY with as much notice as is reasonably practicable of any proxy solicitation for a Fund and of any material change in the Fund's Prospectus or registration statement, particularly any changes resulting in a change to the prospectus or registration statement relating to the Contracts. Where such material changes are an item for consideration by the Board of AVIF, such notice requirement of AVIF may be satisfied by providing LIFE COMPANY with a copy of an agenda of the relevant Board of Directors meeting of AVIF.

(b) AVIF will provide to LIFE COMPANY a camera ready copy of all AVIF prospectuses and printed copies, in an amount specified by LIFE COMPANY, of AVIF statements of additional information, proxy materials, periodic reports to shareholders and other materials required by law to be sent to Participants who have allocated any Contract value to a Fund. AVIF will provide such copies to LIFE COMPANY in a timely manner so as to enable LIFE COMPANY, as the case may be, to print and distribute such materials within the time required by law to be furnished to Participants.

(c) AVIF will provide to LIFE COMPANY or its designated agent at least one (1) complete copy of each piece of sales literature or other promotional material in which LIFE COMPANY, or any of its respective affiliates is named, or that refers to the Contracts, at least five (5) Business Days prior to its use or such shorter period as the Parties hereto may, from time to time, agree upon. No such material shall be used if LIFE COMPANY or its designated agent objects to such use within five (5) Business Days after receipt of such material or such shorter period as the Parties hereto may, from time to time, agree upon. LIFE COMPANY shall receive all such sales literature until such time as it appoints a designated agent by giving notice to AVIF in the manner required by Section 9 hereof.

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

(e) AIM shall adopt and implement procedures reasonably designed to ensure that information concerning LIFE COMPANY, and its respective affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Participants) ("broker only materials") is so used, and pursuant to Section 12.1 hereof, neither LIFE COMPANY, nor any of its respective affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.

(f) For purposes of this Section 4.6 and Section 12 hereof, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material

published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act.

(g) AVIF and/or AIM shall promptly provide to LIFE COMPANY and UNDERWRITER copies of responses to no-action requests, notices, orders, and other rulings received by AVIF and/or AIM with respect to any filing covered by
Section 4.6 of this Agreement.

(h) AVIF agrees to use its best efforts to provide to LIFE COMPANY within 5 Business Days after the end of a calendar month and shall provide no later than 10 business days after the end of a calendar month, the following information with respect to each Fund set forth on Schedule A, each as of the last Business Day of such calendar month: each Fund's 10 largest holdings (based on the percentage of each Portfolio's net assets); the five industry sectors in which each Fund's investments are most heavily weighted; and year-to-date SEC standardized performance data. LIFE COMPANY shall keep the foregoing information confidential pursuant to Section 18 of this Agreement for a period of 15 calendar days following the end of the month to which such information relates. In addition, AVIF agrees to use its best efforts to provide LIFE COMPANY within 10 Business Days after the end of a calendar quarter and shall provide no later than 15 Business Days after the end of the calendar quarter a market commentary from the portfolio manager of each Fund set forth on Schedule A, as of the last Business Day of such quarter. Also, AVIF agrees to provide LIFE COMPANY, within 15 Business Days after a request is submitted to AVIF by LIFE COMPANY, the following information with respect to each Fund set forth on Schedule A, each as of the date or dates specified in such request: net asset value; net asset value per share; and such other share information as may be agreed by LIFE COMPANY and AVIF from time to time. AVIF acknowledges that such information may be furnished to LIFE COMPANY's internal or independent auditors and to the insurance departments of states in which LIFE COMPANY does business.

SECTION 5. MIXED AND SHARED FUNDING

5.1 GENERAL.

The SEC has granted an order to AVIF exempting it from certain provisions of the 1940 Act and rules thereunder so that AVIF may be available for investment by certain other entities, including, without limitation, separate accounts funding variable annuity contracts or variable life insurance contracts, separate accounts of insurance companies unaffiliated with LIFE COMPANY, and trustees of qualified pension and retirement plans (collectively, "Mixed and Shared Funding").

The Parties recognize that the SEC has imposed terms and conditions for such orders that are substantially identical to many of the provisions of this
Section 5. Sections 5.2 through 5.8 below shall apply pursuant to such an exemptive order granted to AVIF. AVIF hereby notifies LIFE COMPANY that, in the event that AVIF implements Mixed and Shared Funding, it may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of Mixed and Shared Funding.

5.2 DISINTERESTED DIRECTORS.

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

5.3 MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS.

AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation:

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

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

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

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

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

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

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

Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

5.4 CONFLICT REMEDIES.

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

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

(ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company.

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

(c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY that it has determined that such

decision has created a material irreconcilable conflict, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal.

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

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

5.5 NOTICE TO LIFE COMPANY.

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

5.6 INFORMATION REQUESTED BY BOARD OF DIRECTORS.

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

5.7 COMPLIANCE WITH SEC RULES.

If, at any time during which AVIF is serving as an investment medium for variable life insurance Contracts, 1940 Act Rules 6e-3(T) or, if applicable, 6e-2 are amended or Rule 6e-3 is adopted to provide exemptive relief with respect to Mixed and Shared Funding, AVIF agrees that it will comply with the terms and conditions thereof and that the terms of this Section 5 shall be deemed modified if and only to the extent required in order also to comply with the terms and conditions of such exemptive relief that is afforded by any of said rules that are applicable.

5.8 OTHER REQUIREMENTS.

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

SECTION 6. TERMINATION

6.1 EVENTS OF TERMINATION.

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

(a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or

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

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

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

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

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

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

(h) at the option of AVIF or AIM if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or

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

(j) at the option of LIFE COMPANY or UNDERWRITER by written notice to AVIF or AIM, if LIFE COMPANY shall conclude in its sole judgement exercised in good faith, that AVIF and/or AIM has suffered a material adverse change in its business, operation, financial condition, or prospectus since the date of this Agreement or is the subject to material adverse publicity.

(k) at the option of AVIF or AIM by written notice to LIFE COMPANY or UNDERWRITER, if AVIF shall conclude in its sole judgement exercised in good faith, that LIFE COMPANY and/or UNDERWRITER has suffered a material adverse change in its business, operation, financial condition, or prospectus since the date of this Agreement or is subject to material adverse publicity.

6.2 NOTICE REQUIREMENT FOR TERMINATION.

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

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

(b) in the event that any termination is based upon the provisions of Sections 6.1(b), 6.1(c), 6.1(j) or 6.1(k) hereof, such prior written notice shall be given at least ninety (90) days in advance of the effective date of termination unless a shorter time is agreed to by the Parties hereto; and

(c) in the event that any termination is based upon the provisions of Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, such prior written notice shall be given as soon as possible

within twenty-four (24) hours after the terminating Party learns of the event causing termination to be required.

6.3 FUNDS TO REMAIN AVAILABLE.

Notwithstanding any termination of this Agreement, AVIF will, at the option of LIFE 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 Fund (as in effect on such date), redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 6.3 will not apply to any terminations under Section 5 and the effect of such terminations will be governed by Section 5 of this Agreement.

6.4 SURVIVAL OF WARRANTIES AND INDEMNIFICATIONS.

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

6.5 CONTINUANCE OF AGREEMENT FOR CERTAIN PURPOSES.

If any Party terminates this Agreement with respect to any Fund pursuant to Sections 6.1(b), 6.1(c), 6.1(d), 6.1(f), 6.1(g), 6.1(h), 6.1(i), 6.1(j) or 6.1(k) hereof, this Agreement shall nevertheless continue in effect as to any Shares of that Fund that are outstanding as of the date of such termination (the "Initial Termination Date"). This continuation shall extend to the earlier of the date as of which an Account owns no Shares of the affected Fund or a date (the "Final Termination Date") six (6) months following the Initial Termination Date, except that LIFE COMPANY may, by written notice shorten said six (6) month period.

SECTION 7. PARTIES TO COOPERATE RESPECTING TERMINATION

The Parties hereto agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that an Account owns no Shares of a Fund after the Final Termination Date with respect thereto, or, in the case of a termination pursuant to Section 6.1(a), the termination date specified in the notice of termination. Such steps may include combining the affected Account with another Account, substituting other mutual fund shares for those of the affected Fund, or otherwise terminating participation by the Contracts in such Fund.

SECTION 8. ASSIGNMENT

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

SECTION 9. NOTICES

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

AIM VARIABLE INSURANCE FUNDS, INC.
A I M DISTRIBUTORS, INC.
11 Greenway Plaza, Suite 100
Houston, Texas 77046

Facsimile: (713) 993-9185 Attn: Nancy L. Martin, Esq.

GE LIFE AND ANNUITY ASSURANCE COMPANY
6610 West Broad Street
Richmond, Virginia 23230

Email: patricia.dysart@gecapital.com Facsimile: 804-281-6005 Attn: Patricia L. Dysart, Esq.

CAPITAL BROKERAGE CORPORATION
6610 West Broad Street
Richmond, Virginia 23230

Facsimile: 804-281-6005 Attn: Patricia L. Dysart, Esq.

SECTION 10. VOTING PROCEDURES

Subject to the cost allocation procedures set forth in Section 3 hereof, LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Except to the extent as may be required by applicable law, neither LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. LIFE COMPANY shall be responsible for assuring that each of its

Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by the Mixed and Shared Funding exemptive order obtained by AVIF. AVIF will notify LIFE COMPANY of any changes of interpretations or amendments to Mixed and Shared Funding exemptive order it has obtained. AVIF will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, AVIF either will provide for annual meetings (except insofar as the SEC may interpret
Section 16 of the 1940 Act not to require such meetings) or will comply with
Section 16(c) of the 1940 Act (although AVIF is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, AVIF will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.

SECTION 11. FOREIGN TAX CREDITS

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

SECTION 12. INDEMNIFICATION

12.1 OF AVIF AND AIM BY LIFE COMPANY AND UNDERWRITER.

(a) Except to the extent provided in Sections 12.1(b) and 12.1(c), below, LIFE COMPANY and UNDERWRITER agree to indemnify and hold harmless AVIF, AIM, their affiliates, and each person, if any, who controls AVIF, AIM, or their affiliates within the meaning of Section 15 of the 1933 Act and each of their respective directors and officers, (collectively, the "Indemnified Parties" for purposes of this Section 12.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of LIFE COMPANY and UNDERWRITER) or actions in respect thereof (including, to the extent reasonable, legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise; provided, the Account owns shares of the Fund and insofar as such losses, claims, damages, liabilities or actions:

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Account's 1933 Act registration statement, any Account Prospectus, the Contracts, or sales literature or 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 therein or necessary to make the statements therein not misleading; provided, that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information

furnished to LIFE COMPANY or UNDERWRITER by or on behalf of AVIF or AIM for use in any Account's 1933 Act registration statement, any Account Prospectus, the Contracts, or sales literature or other promotional material or otherwise for use in connection with the sale of Contracts or Shares (or any amendment or supplement to any of the foregoing); or

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

(iii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in AVIF's 1933 Act registration statement, AVIF Prospectus, sales literature or other promotional material of AVIF, or any amendment or supplement to any of the foregoing, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to AVIF, AIM or their affiliates by or on behalf of LIFE COMPANY, UNDERWRITER or their respective affiliates for use in AVIF's 1933 Act registration statement, AVIF Prospectus, sales literature or other promotional material of AVIF, or any amendment or supplement to any of the foregoing; or

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

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

(b) Neither LIFE COMPANY nor UNDERWRITER shall be liable under this
Section 12.1 with respect to any losses, claims, damages, liabilities or actions to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance by that Indemnified Party of its duties or by reason of that Indemnified Party's reckless disregard of obligations or duties (i) under this Agreement, or (ii) to AVIF or AIM.

(c) Neither LIFE COMPANY nor UNDERWRITER shall be liable under this
Section 12.1 with respect to any action against an Indemnified Party unless AVIF or AIM shall have notified LIFE COMPANY and UNDERWRITER in writing within a reasonable time after the summons or other first legal process giving information of the nature of the action shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify LIFE COMPANY and UNDERWRITER of any such action shall not relieve LIFE COMPANY and UNDERWRITER from any liability which they may have to the Indemnified Party against whom such action is brought otherwise than on account of this Section 12.1. Except as otherwise provided herein, in case any such action is brought against an Indemnified Party, LIFE COMPANY and UNDERWRITER shall be entitled to participate, at their own expense, in the defense of such action and also shall be entitled to assume the defense thereof, with counsel approved by the Indemnified Party named in the action, which approval shall not be unreasonably withheld. After notice from LIFE COMPANY or UNDERWRITER to such Indemnified Party of LIFE COMPANY's or UNDERWRITER's election to assume the defense thereof, the Indemnified Party will cooperate fully with LIFE COMPANY and UNDERWRITER and shall bear the fees and expenses of any additional counsel retained by it, and neither LIFE COMPANY nor UNDERWRITER will be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof, other than reasonable costs of investigation.

12.2 OF LIFE COMPANY AND UNDERWRITER BY AVIF AND AIM.

(a) Except to the extent provided in Sections 12.2(c), 12.2(d) and 12.2(e), below, AVIF and AIM agree to indemnify and hold harmless LIFE COMPANY, UNDERWRITER, their respective affiliates, and each person, if any, who controls LIFE COMPANY, UNDERWRITER or their respective affiliates within the meaning of
Section 15 of the 1933 Act and each of their respective directors and officers,
(collectively, the "Indemnified Parties" for purposes of this Section 12.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of AVIF and/or AIM) or actions in respect thereof (including, to the extent reasonable, legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law, or otherwise; provided, the Account owns shares of the Fund and insofar as such losses, claims, damages, liabilities or actions:

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in AVIF's 1933 Act registration statement, AVIF Prospectus or sales literature or other promotional material of AVIF (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the

statements therein not misleading; provided, that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to AVIF or its affiliates by or on behalf of LIFE COMPANY, UNDERWRITER or their respective affiliates for use in AVIF's 1933 Act registration statement, AVIF Prospectus, or in sales literature or other promotional material or otherwise for use in connection with the sale of Contracts or Shares (or any amendment or supplement to any of the foregoing); or

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

(iii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Account's 1933 Act registration statement, any Account Prospectus, sales literature or other promotional material covering the Contracts, or any amendment or supplement to any of the foregoing, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to LIFE COMPANY, UNDERWRITER or their respective affiliates by or on behalf of AVIF or AIM for use in any Account's 1933 Act registration statement, any Account Prospectus, sales literature or other promotional material covering the Contracts, or any amendment or supplement to any of the foregoing; or

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

(b) Except to the extent provided in Sections 12.2(c), 12.2(d) and 12.2(e) hereof, AVIF and AIM agree to indemnify and hold harmless the Indemnified Parties from and against any and all losses, claims, damages, liabilities (including amounts paid in settlement thereof with the written

consent of AVIF and/or AIM) or actions in respect thereof (including, to the extent reasonable, legal and other expenses) to which the Indemnified Parties may become subject directly or indirectly under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or actions directly or indirectly result from or arise out of the failure of any Fund to operate as a regulated investment company in compliance with (i) Subchapter M of the Code and regulations thereunder, or (ii) Section 817(h) of the Code and regulations thereunder, including, without limitation, any income taxes and related penalties, rescission charges, liability under state law to Participants asserting liability against LIFE COMPANY pursuant to the Contracts, the costs of any ruling and closing agreement or other settlement with the IRS, and the cost of any substitution by LIFE COMPANY of Shares of another investment company or portfolio for those of any adversely affected Fund as a funding medium for each Account that LIFE COMPANY reasonably deems necessary or appropriate as a result of the noncompliance.

(c) Neither AVIF nor AIM shall be liable under this Section 12.2 with respect to any losses, claims, damages, liabilities or actions to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance by that Indemnified Party of its duties or by reason of such Indemnified Party's reckless disregard of its obligations and duties (i) under this Agreement, or (ii) to LIFE COMPANY, UNDERWRITER, each Account or Participants.

(d) Neither AVIF nor AIM shall be liable under this Section 12.2 with respect to any action against an Indemnified Party unless the Indemnified Party shall have notified AVIF and/or AIM in writing within a reasonable time after the summons or other first legal process giving information of the nature of the action shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify AVIF or AIM of any such action shall not relieve AVIF or AIM from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this Section
12.2. Except as otherwise provided herein, in case any such action is brought against an Indemnified Party, AVIF and/or AIM will be entitled to participate, at its own expense, in the defense of such action and also shall be entitled to assume the defense thereof (which shall include, without limitation, the conduct of any ruling request and closing agreement or other settlement proceeding with the IRS), with counsel approved by the Indemnified Party named in the action, which approval shall not be unreasonably withheld. After notice from AVIF and/or AIM to such Indemnified Party of AVIF's or AIM's election to assume the defense thereof, the Indemnified Party will cooperate fully with AVIF and AIM and shall bear the fees and expenses of any additional counsel retained by it, and AVIF and AIM will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof, other than reasonable costs of investigation.

(e) In no event shall AVIF or AIM be liable under the indemnification provisions contained in this Agreement to any individual or entity, including, without limitation, LIFE COMPANY, UNDERWRITER or any other Participating Insurance Company or any Participant, with respect to any losses, claims, damages, liabilities or expenses that arise out of or result from (i) a breach of any representation, warranty, and/or covenant made by LIFE COMPANY or UNDERWRITER hereunder or by any Participating Insurance Company under an agreement

containing substantially similar representations, warranties and covenants; (ii) the failure by LIFE COMPANY or any Participating Insurance Company to maintain its segregated asset account (which invests in any Fund) as a legally and validly established segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the 1940 Act (unless exempt therefrom); or (iii) the failure by LIFE COMPANY or any Participating Insurance Company to maintain its variable annuity or life insurance contracts (with respect to which any Fund serves as an underlying funding vehicle) as annuity contracts or life insurance contracts under applicable provisions of the Code.

12.3 EFFECT OF NOTICE.

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

12.4 SUCCESSORS.

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

SECTION 13. APPLICABLE LAW

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

SECTION 14. EXECUTION IN COUNTERPARTS

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

SECTION 15. SEVERABILITY

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

SECTION 16. RIGHTS CUMULATIVE

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

SECTION 17. HEADINGS

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

SECTION 18. CONFIDENTIALITY

AVIF and AIM acknowledge that the identities of the customers of LIFE COMPANY and UNDERWRITER or any of their respective affiliates (collectively, the "LIFE COMPANY Protected Parties" for purposes of this Section 18), information maintained regarding those customers, and all computer programs and procedures or other information developed by the LIFE COMPANY Protected Parties or any of their employees or agents in connection with LIFE COMPANY's performance of its duties under this Agreement are the valuable property of the LIFE COMPANY Protected Parties. AVIF and AIM agree that if it comes into possession of any list or compilation of the identities of or other information about the LIFE COMPANY Protected Parties' customers, or any other information or property of the LIFE COMPANY Protected Parties, other than such information as may be independently developed or compiled by AVIF or AIM from information supplied to it by the LIFE COMPANY Protected Parties' customers who also maintain accounts directly with AVIF or AIM, AVIF and/or AIM 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 LIFE COMPANY's prior written consent; or (b) as required by law or judicial process. LIFE COMPANY and UNDERWRITER acknowledge that the identities of the customers of AVIF and AIM or any of their respective affiliates (collectively, the "AVIF Protected Parties" for purposes of this Section 18), information maintained regarding those customers, and all computer programs and procedures or other information developed by the AVIF Protected Parties or any of their employees or agents in connection with AVIF's performance of its duties under this Agreement are the valuable property of the AVIF Protected Parties. LIFE COMPANY and UNDERWRITER agree that if it comes into possession of any list or compilation of the identities of or other information about the AVIF Protected Parties' customers or any other information or property of the AVIF Protected Parties, other than such information as may be independently developed or compiled by LIFE COMPANY or UNDERWRITER from information supplied to it by the AVIF Protected Parties' customers who also maintain accounts directly with LIFE COMPANY or UNDERWRITER, LIFE COMPANY and or UNDERWRITER 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 AVIF's prior written consent; or
(b) as required by law or judicial process. Each Party

acknowledges that any breach of the agreements in this Section 18 would result in immediate and irreparable harm to the other Parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the other parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.

SECTION 19. TRADEMARKS AND FUND NAMES

(a) Except as may otherwise be provided in a License Agreement among A I M Management Group, Inc., LIFE COMPANY and UNDERWRITER, neither LIFE COMPANY nor UNDERWRITER or any of their respective affiliates, shall use any trademark, trade name, service mark or logo of AVIF, AIM or any of their respective affiliates, or any variation of any such trademark, trade name, service mark or logo, without AVIF's or AIM's prior written consent, the granting of which shall be at AVIF's or AIM's sole option.

(b) Except as may otherwise be provided in a License Agreement among LIFE COMPANY UNDERWRITER, AVIF and AIM, neither AVIF nor AIM or any of their respective affiliates, shall use any trademark, trade name, service mark or logo of LIFE COMPANY or UNDERWRITER or any of their respective affiliates, or any variation of any such trademark, trade name, service mark or logo, without LIFE COMPANY's or UNDERWRITER's prior written consent, the granting of which shall be at LIFE COMPANY's or UNDERWRITER's sole option.

SECTION 20. AMENDMENTS

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

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

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN        By: /s/ ROBERT H. GRAHAM
        -----------------------        --------------------------------------
Name:   Nancy L. Martin            Name:   Robert H. Graham
Title:  Assistant Secretary        Title:  President

A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN        By: /s/ MICHAEL J. CEMO
        -----------------------        --------------------------------------
Name:   Nancy L. Martin            Name:   Michael J. Cemo
Title:  Assistant Secretary        Title:  President

GE LIFE AND ANNUITY ASSURANCE COMPANY, on
behalf of itself and its separate accounts

Attest: /s/ [ILLEGIBLE]            By: /s/ GEOFFREY S. STIFF
        -----------------------        --------------------------------------
Name:   [ILLEGIBLE]                Name:   Geoffrey S. Stiff
Title:  Project Leader             Title:  S.V.P.

CAPITAL BROKERAGE CORPORATION

Attest: /s/ [ILLEGIBLE]            By: /s/ SCOTT A. CURTIS
        ------------------------       --------------------------------------
Name:   [ILLEGIBLE]                Name:   Scott A. Curtis
Title:  Project Leader             Title:  President

SCHEDULE A

FUNDS AVAILABLE UNDER THE CONTRACTS

AIM VARIABLE INSURANCE FUNDS, INC.

AIM V.I. Aggressive Growth
AIM V.I. Capital Appreciation Fund AIM V.I. Capital Development Fund AIM V.I. Global Utilities Fund
AIM V.I. Government Securities Fund AIM V.I. Growth Fund
AIM V.I. Growth and Income Fund AIM V.I. Telecommunications Fund AIM V.I. Value Fund

SEPARATE ACCOUNTS UTILIZING THE FUNDS

GE Life & Annuity Separate Account 4

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

Online Product

New Chassis Lineup

SCHEDULE B

AIM'S PRICING ERROR POLICIES

Determination of Materiality

In the event that AIM discovers an error in the calculation of the Fund's net asset value, the following policies will apply:

If the amount of the error is less than $.01 per share, it is considered immaterial and no adjustments are made.

If the amount of the error is $.01 per share or more, then the following thresholds are applied:

a. If the amount of the difference in the erroneous net asset value and the correct net asset value is less than .5% of the correct net asset value, AIM will reimburse the affected Fund to the extent of any loss resulting from the error. No other adjustments shall be made.

b. If the amount of the difference in the erroneous net asset value and the correct net asset value is .5% of the correct net asset value or greater, then AIM will determine the impact of the error to the affected Fund and shall reimburse such Fund (and/or LIFE COMPANY, as appropriate, such as in the event that the error was not discovered until after LIFE COMPANY processed transactions using the erroneous net asset value) to the extent of any loss resulting from the error. To the extent that an overstatement of net asset value per share is detected quickly and LIFE COMPANY has not mailed redemption checks to Participants, LIFE COMPANY and AIM agree to examine the extent of the error to determine the feasibility of reprocessing such redemption transaction (for purposes of reimbursing the Fund to the extent of any such overpayment).

Reprocessing Cost Reimbursement

To the extent a reprocessing of Participant transactions is required pursuant to paragraph (b), above, AIM shall reimburse LIFE COMPANY for LIFE COMPANY's reprocessing costs in an amount not to exceed $1.00 per contract affected by $10 or more.

The Pricing Policies described herein may be modified by AVIF as approved by its Board of Directors. AVIF/AIM agrees to use its best efforts to notify LIFE COMPANY at least five (5) days prior to any such meeting of the Board of Directors of AVIF to consider such proposed changes.

              LIFE COMPANY                                  AVIF / AIM
              ------------                                  ----------
Preparing and filing the Account's           Preparing and filing the Fund's
registration statement                       registration statement

Text composition for Account                 Text composition for Fund prospectuses
prospectuses and supplements                 and supplements

Text alterations of Account prospectuses     Text alterations of Fund prospectuses
and Account supplements                      and Fund supplements

Printing Account prospectuses and            A camera ready Fund prospectus and
supplements and Fund prospectuses and        printing of Fund prospectuses for
supplements for prospective policy           existing policy owners that invest in
owners                                       the Funds

Text composition and printing Account        Text composition and printing Fund SAIs
SAIs

Mailing and distributing Account SAIs to     Mailing and distributing Fund SAIs to
policy owners upon request by policy         policy owners upon request by policy
owners                                       owners

Mailing and distributing Account             Mailing and distributing Fund
prospectuses and Account supplements to      prospectuses and supplements to existing
policy owners of record as required by       policy owners that invest in the Funds
Federal Securities Laws and mailing and
distributing account and Fund
prospectuses and supplements to
prospective purchasers

Text composition (Account), printing,        Text composition of annual and
mailing, and distributing annual and         semi-annual reports (Fund), printing,
semi-annual reports for Account              mailing and distributing annual and
                                             semi-annual reports for the Fund.

Text composition, printing, mailing,         Text composition, printing, mailing,
distributing, and tabulation of proxy        distributing and tabulation of proxy
statements and voting instruction            statements and voting instruction
solicitation materials to policy owners      solicitation materials to policy owners
with respect to proxies related to the       with respect to proxies related to the
Account                                      Fund

Preparation, printing and distributing       Preparation, printing and distributing
sales material and advertising relating      sales material and advertising relating
to the Funds contained in contract           to the Funds and filing such materials
advertising and sales materials and          with and obtaining approval from, the
filing such materials with and obtaining     SEC, the NASD, any state insurance
approval from, the SEC, the NASD, any        regulatory authority, and any other
state insurance regulatory authority,        appropriate regulatory authority, to the
and any other appropriate regulatory         extent required
authority, to the extent required

EXHIBIT h(64)

PARTICIPATION AGREEMENT

BY AND AMONG

AIM VARIABLE INSURANCE FUNDS, INC.,

A I M DISTRIBUTORS, INC.

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK,
ON BEHALF OF ITSELF AND
ITS SEPARATE ACCOUNTS,

AND

WASHINGTON SQUARE SECURITIES, INC.

TABLE OF CONTENTS

DESCRIPTION                                                                                                    PAGE
-----------                                                                                                    ----
Section 1.  Available Funds.......................................................................................2
         1.1      Availability....................................................................................2
         1.2      Addition, Deletion or Modification of Funds.....................................................2
         1.3      No Sales to the General Public..................................................................2

Section 2.  Processing Transactions...............................................................................3
         2.1      Timely Pricing and Orders.......................................................................3
         2.2      Timely Payments.................................................................................3
         2.3      Applicable Price................................................................................4
         2.4      Dividends and Distributions.....................................................................4
         2.5      Book Entry......................................................................................4

Section 3.  Costs and Expenses....................................................................................4
         3.1      General.........................................................................................4
         3.2      Parties To Cooperate............................................................................5

Section 4.  Legal Compliance......................................................................................5
         4.1      Tax Laws........................................................................................5
         4.2      Insurance and Certain Other Laws................................................................7
         4.3      Securities Laws.................................................................................8
         4.4      Notice of Certain Proceedings and Other Circumstances...........................................9
         4.5      LIFE COMPANY To Provide Documents; Information About AVIF......................................10
         4.6      AVIF To Provide Documents; Information About LIFE COMPANY......................................11

Section 5.  Mixed and Shared Funding.............................................................................12
         5.1      General........................................................................................12
         5.2      Disinterested Directors........................................................................12
         5.3      Monitoring for Material Irreconcilable Conflicts...............................................13
         5.4      Conflict Remedies..............................................................................14
         5.5      Notice to LIFE COMPANY.........................................................................15
         5.6      Information Requested by Board of Directors....................................................15
         5.7      Compliance with SEC Rules......................................................................15
         5.8      Other Requirements.............................................................................15

Section 6.  Termination..........................................................................................16
         6.1      Events of Termination..........................................................................16
         6.2      Notice Requirement for Termination.............................................................17
         6.3      Funds To Remain Available......................................................................17
         6.4      Survival of Warranties and Indemnifications....................................................18
         6.5      Continuance of Agreement for Certain Purposes..................................................18

Section 7.  Parties To Cooperate Respecting Termination..........................................................18

Section 8.  Assignment...........................................................................................18

Section 9.  Notices..............................................................................................18

Section 10.  Voting Procedures...................................................................................19

Section 11.  Foreign Tax Credits.................................................................................20

Section 12.  Indemnification.....................................................................................20
         12.1     Of AVIF and AIM by LIFE COMPANY and UNDERWRITER................................................20
         12.2     Of LIFE COMPANY and UNDERWRITER by AVIF and AIM................................................22
         12.3     Effect of Notice...............................................................................25
         12.4     Successors.....................................................................................25

Section 13.  Applicable Law......................................................................................25

Section 14.  Execution in Counterparts...........................................................................25

Section 15.  Severability........................................................................................25

Section 16.  Rights Cumulative...................................................................................25

Section 17.  Headings............................................................................................25

Section 18.  Confidentiality.....................................................................................26

Section 19.  Trademarks and Fund Names...........................................................................26

Section 20.  Parties to Cooperate................................................................................27

PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into as of the 27th day of March, 2000 ("Agreement"), by and among AIM Variable Insurance Funds, Inc., a Maryland corporation ("AVIF"), A I M Distributors, Inc., a Delaware corporation ("AIM"), ReliaStar Life Insurance Company of New York, a New York life insurance company ("LIFE COMPANY"), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an "Account," and collectively, the "Accounts"); and Washington Square Securities, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the Contracts ("UNDERWRITER") (collectively, the "Parties").

WITNESSETH THAT:

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

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

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

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

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

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

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

WHEREAS, UNDERWRITER is a broker-dealer registered with the SEC under the Securities Exchange Act of 1934 ("1934 Act") and a member in good standing of the National Association of Securities Dealers, Inc. ("NASD");

WHEREAS, AIM is a broker-dealer registered with the SEC under the Securities Exchange Act of 1934 ("1934 Act") and a member in good standing of the National Association of Securities Dealers, Inc. ("NASD");

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

SECTION 1. AVAILABLE FUNDS

1.1 AVAILABILITY.

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

1.2 ADDITION, DELETION OR MODIFICATION OF FUNDS.

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

1.3 NO SALES TO THE GENERAL PUBLIC.

AVIF represents and warrants that no Shares of any Fund have been or will be sold to the general public.

SECTION 2. PROCESSING TRANSACTIONS

2.1 TIMELY PRICING AND ORDERS.

(a) AVIF or its designated agent will use its best efforts to provide LIFE COMPANY with the net asset value per Share for each Fund by 6:00 p.m. Central Time on each Business Day. As used herein, "Business Day" shall mean any day on which (i) the New York Stock Exchange is open for regular trading, (ii) AVIF calculates the Fund's net asset value, and (iii) LIFE COMPANY is open for business.

(b) LIFE COMPANY will use the data provided by AVIF each Business Day pursuant to paragraph (a) immediately above to calculate Account unit values and to process transactions that receive that same Business Day's Account unit values. LIFE COMPANY will perform such Account processing in a timely manner and will place corresponding orders to purchase or redeem Shares with AVIF by 9:00
a.m. Central Time the following Business Day; provided, however, that AVIF shall provide additional time to LIFE COMPANY in the event that AVIF is unable to meet the 6:00 p.m. time stated in paragraph (a) immediately above. Such additional time shall be equal to the additional time that AVIF takes to make the net asset values available to LIFE COMPANY.

(c) With respect to payment of the purchase price by LIFE COMPANY and of redemption proceeds by AVIF, LIFE COMPANY and AVIF shall net purchase and redemption orders with respect to each Fund and shall transmit one net payment in accordance with Section 2.2, below.

(d) If AVIF provides materially incorrect Share net asset value information (as determined under SEC guidelines), LIFE COMPANY shall be entitled to an adjustment to the number of Shares purchased or redeemed to reflect the correct net asset value per Share. Any material error in the calculation or reporting of net asset value per Share, dividend or capital gain information shall be reported promptly upon discovery to LIFE COMPANY. Materiality and reprocessing cost reimbursement shall be determined in accordance with standards established by the Parties as provided in Schedule B, attached hereto and incorporated herein.

2.2 TIMELY PAYMENTS.

LIFE COMPANY will wire payment for net purchases to a custodial account designated by AVIF by 1:00 p.m. Central Time on the same day as the order for Shares is placed, to the extent practicable. AVIF will wire payment for net redemptions to an account designated by LIFE COMPANY by 1:00 p.m. Central Time on the same day as the Order is placed, to the extent practicable, but in any event within five (5) calendar days after the date the order is placed in order to enable LIFE COMPANY to pay redemption proceeds within the time specified in
Section 22(e) of the 1940 Act or such shorter period of time as may be required by law.

2.3 APPLICABLE PRICE.

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

(b) All other Share purchases and redemptions by LIFE COMPANY will be effected at the net asset values of the appropriate Funds next computed after receipt by AVIF or its designated agent of the order therefor, and such orders will be irrevocable.

2.4 DIVIDENDS AND DISTRIBUTIONS.

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

2.5 BOOK ENTRY.

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

SECTION 3. COSTS AND EXPENSES

3.1 GENERAL.

Except as otherwise specifically provided in Schedule C, attached hereto and made a part hereof, each Party will bear, or arrange for others to bear, all expenses incident to its performance under this Agreement.

3.2 PARTIES TO COOPERATE.

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

SECTION 4. LEGAL COMPLIANCE

4.1 TAX LAWS.

(a) AVIF represents and warrants that each Fund is currently qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future.

(b) AVIF represents that it will use its best efforts to comply and to maintain each Fund's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code.

(c) Notwithstandng any other provision of this Agreement, LIFE COMPANY agrees that if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF or its affiliates as a result of such a failure or alleged failure:

(i) LIFE COMPANY shall promptly notify AVIF of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant);

(ii) LIFE COMPANY shall consult with AVIF as to how to minimize any liability that may arise as a result of such failure or alleged failure;

(iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations
Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent;

(iv) LIFE COMPANY shall permit AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals;

(v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF which shall not be unreasonably withheld;

(vi) LIFE COMPANY shall provide AVIF or its affiliates and their accounting and legal advisors with such cooperation as AVIF shall reasonably request (including, without limitation, by permitting AVIF and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure;

(vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and

(viii) If LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure can be shown to have materially contributed to the liability of AVIF or its affiliates, then AVIF and its affiliates shall have

no liability pursuant to Section 12 hereof as a result of a Fund's failure or alleged failure to comply with the diversification requirements of
Section 817(h) of the Code. AVIF and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability.

Should AVIF or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF. As used in this Agreement, the term "affiliates" shall have the same meaning as "affiliated person" as defined in Section 2(a)(3) of the 1940 Act.

(d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future.

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

4.2 INSURANCE AND CERTAIN OTHER LAWS.

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

(b) LIFE COMPANY represents and warrants that (i) it is an insurance company duly organized, validly existing and in good standing under the laws of the State of New York and has full corporate power, authority and legal right to execute, deliver and perform its duties and comply with its obligations under this Agreement, (ii) it has legally and validly established and maintains each Account as a segregated asset account under New York Insurance Law and the regulations

thereunder, and (iii) the Contracts comply in all material respects with all other applicable federal and state laws and regulations.

(c) AVIF represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the State of Maryland and has full power, authority, and legal right to execute, deliver, and perform its duties and comply with its obligations under this Agreement.

4.3 SECURITIES LAWS.

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

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

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

(d) AVIF 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

(e) pursuant to Rule 12b-1, AVIF undertakes to have its Board of Directors, a majority of whom are not "interested" persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses.

(f) AVIF represents and warrants that all of its trustees, 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.

4.4 NOTICE OF CERTAIN PROCEEDINGS AND OTHER CIRCUMSTANCES.

(a) AVIF or AIM will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

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

4.5 LIFE COMPANY TO PROVIDE DOCUMENTS; INFORMATION ABOUT AVIF.

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

(b) LIFE COMPANY will provide to AVIF or its designated agent at least one (1) complete copy of each piece of sales literature or other promotional material in which AVIF or any of its affiliates is named, at least five (5) Business Days prior to its use or such shorter period as the Parties hereto may, from time to time, agree upon. No such material shall be used if AVIF or its designated agent objects to such use within five (5) Business Days after receipt of such material or such shorter period as the Parties hereto may, from time to time, agree upon. AVIF hereby designates AIM as the entity to receive such sales literature, until such time as AVIF appoints another designated agent by giving notice to LIFE COMPANY in the manner required by Section 9 hereof.

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

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

(e) For the purposes of this Section 4.5, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and

proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act.

4.6 AVIF TO PROVIDE DOCUMENTS; INFORMATION ABOUT LIFE COMPANY.

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

(b) AVIF will provide to LIFE COMPANY a camera ready or electronic copy of all AVIF prospectuses and printed copies, in an amount specified by LIFE COMPANY, of AVIF statements of additional information, proxy materials, periodic reports to shareholders and other materials required by law to be sent to Participants who have allocated any Contract value to a Fund. AVIF will provide such copies to LIFE COMPANY in a timely manner so as to enable LIFE COMPANY, as the case may be, to print and distribute such materials within the time required by law to be furnished to Participants.

(c) AVIF will provide to LIFE COMPANY or its designated agent at least one (1) complete copy of each piece of sales literature or other promotional material in which LIFE COMPANY, or any of its respective affiliates is named, or that refers to the Contracts, at least five (5) Business Days prior to its use or such shorter period as the Parties hereto may, from time to time, agree upon. No such material shall be used if LIFE COMPANY or its designated agent objects to such use within five (5) Business Days after receipt of such material or such shorter period as the Parties hereto may, from time to time, agree upon. LIFE COMPANY shall receive all such sales literature until such time as it appoints a designated agent by giving notice to AVIF in the manner required by Section 9 hereof.

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

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

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

SECTION 5. MIXED AND SHARED FUNDING

5.1 GENERAL.

The SEC has granted an order to AVIF exempting it from certain provisions of the 1940 Act and rules thereunder so that AVIF may be available for investment by certain other entities, including, without limitation, separate accounts funding variable annuity contracts or variable life insurance contracts, separate accounts of insurance companies unaffiliated with LIFE COMPANY, and trustees of qualified pension and retirement plans (collectively, "Mixed and Shared Funding"). The Parties recognize that the SEC has imposed terms and conditions for such orders that are substantially identical to many of the provisions of this Section 5. Sections 5.2 through 5.8 below shall apply pursuant to such an exemptive order granted to AVIF. AVIF hereby notifies LIFE COMPANY that, in the event that AVIF implements Mixed and Shared Funding, it may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of Mixed and Shared Funding.

5.2 DISINTERESTED DIRECTORS.

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

5.3 MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS.

AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation:

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

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

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

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

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

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

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

Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

5.4 CONFLICT REMEDIES.

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

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

(ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company.

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

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

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

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

5.5 NOTICE TO LIFE COMPANY.

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

5.6 INFORMATION REQUESTED BY BOARD OF DIRECTORS.

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

5.7 COMPLIANCE WITH SEC RULES.

If, at any time during which AVIF is serving as an investment medium for variable life insurance Contracts, 1940 Act Rules 6e-3(T) or, if applicable, 6e-2 are amended or Rule 6e-3 is adopted to provide exemptive relief with respect to Mixed and Shared Funding, AVIF agrees that it will comply with the terms and conditions thereof and that the terms of this Section 5 shall be deemed modified if and only to the extent required in order also to comply with the terms and conditions of such exemptive relief that is afforded by any of said rules that are applicable.

5.8 OTHER REQUIREMENTS.

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

SECTION 6. TERMINATION

6.1 EVENTS OF TERMINATION.

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

(a) at the option of any party, with or without cause with respect to the Fund, upon sixty (60) days advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or

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

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

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

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

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

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

(h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or

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

6.2 NOTICE REQUIREMENT FOR TERMINATION.

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

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

(b) in the event that any termination is based upon the provisions of Sections 6.1(b) or 6.1(c) hereof, such prior written notice shall be given at least ninety (90) days in advance of the effective date of termination unless a shorter time is agreed to by the Parties hereto; and

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

(d) in the event that any termination is based upon the provisions of Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, such prior written notice shall be given as soon as possible within twenty-four (24) hours after the terminating Party learns of the event causing termination to be required.

6.3 FUNDS TO REMAIN AVAILABLE.

Notwithstanding any termination of this Agreement, AVIF will, at the option of LIFE 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 Fund (as in effect on such date), redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 6.3 will not apply to any terminations under Section 5 and the effect of such terminations will be governed by Section 5 of this Agreement.

6.4 SURVIVAL OF WARRANTIES AND INDEMNIFICATIONS.

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

6.5 CONTINUANCE OF AGREEMENT FOR CERTAIN PURPOSES.

If any Party terminates this Agreement with respect to any Fund pursuant to Sections 6.1(b), 6.1(c), 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, this Agreement shall nevertheless continue in effect as to any Shares of that Fund that are outstanding as of the date of such termination (the "Initial Termination Date"). This continuation shall extend to the earlier of the date as of which an Account owns no Shares of the affected Fund or a date (the "Final Termination Date") six (6) months following the Initial Termination Date, except that LIFE COMPANY may, by written notice shorten said six (6) month period in the case of a termination pursuant to Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i).

SECTION 7. PARTIES TO COOPERATE RESPECTING TERMINATION

The Parties hereto agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that an Account owns no Shares of a Fund after the Final Termination Date with respect thereto, or, in the case of a termination pursuant to Section 6.1(a), the termination date specified in the notice of termination. Such steps may include combining the affected Account with another Account, substituting other mutual fund shares for those of the affected Fund, or otherwise terminating participation by the Contracts in such Fund.

SECTION 8. ASSIGNMENT

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

SECTION 9. NOTICES

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

AIM VARIABLE INSURANCE FUNDS, INC.
A I M DISTRIBUTORS, INC.
11 Greenway Plaza, Suite 100
Houston, Texas 77046

Facsimile: (713) 993-9185

Attn: Nancy L. Martin, Esq.

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
WASHINGTON SQUARE SECURITIES, INC.
20 Washington Avenue South
Minneapolis, Minnesota 55401

Facsimile: 612-342-7531

Attn: Stewart D. Gregg, Esq.

SECTION 10. VOTING PROCEDURES

Subject to the cost allocation procedures set forth in Section 3 hereof, LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by the Mixed and Shared Funding exemptive order obtained by AVIF. AVIF will notify LIFE COMPANY of any changes of interpretations or amendments to Mixed and Shared Funding exemptive order it has obtained. AVIF will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, AVIF either will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or will comply with Section 16(c) of the 1940 Act (although AVIF is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable,
16(b). Further, AVIF will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.

SECTION 11. FOREIGN TAX CREDITS

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

SECTION 12. INDEMNIFICATION

12.1 OF AVIF AND AIM BY LIFE COMPANY AND UNDERWRITER.

(a) Except to the extent provided in Sections 12.1(b) and 12.1(c), below, LIFE COMPANY and UNDERWRITER agree to indemnify and hold harmless AVIF, AIM, their affiliates, and each person, if any, who controls AVIF, AIM, or their affiliates within the meaning of Section 15 of the 1933 Act and each of their respective directors and officers, (collectively, the "Indemnified Parties" for purposes of this Section 12.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of LIFE COMPANY and UNDERWRITER) or actions in respect thereof (including, to the extent reasonable, legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise; provided, the Account owns or has owned shares of the Fund and insofar as such losses, claims, damages, liabilities or actions:

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

(ii) arise out of or as a result of any other statements or representations (other than statements or representations contained in AVIF's 1933 Act registration statement, AVIF Prospectus, sales literature or advertising of AVIF, or any amendment or supplement to any of the foregoing, not supplied for use therein by or on behalf of LIFE COMPANY, UNDERWRITER or their respective affiliates and on which such persons have reasonably relied) or the

negligent, illegal or fraudulent conduct of LIFE COMPANY, UNDERWRITER or their respective affiliates or persons under their control (including, without limitation, their employees and "persons associated with a member," as that term is defined in paragraph
(q) of Article I of the NASD's By-Laws), in connection with the sale or distribution of the Contracts or Shares; or

(iii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in AVIF's 1933 Act registration statement, AVIF Prospectus, sales literature or advertising of AVIF, or any amendment or supplement to any of the foregoing, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to AVIF, AIM or their affiliates by or on behalf of LIFE COMPANY, UNDERWRITER or their respective affiliates for use in AVIF's 1933 Act registration statement, AVIF Prospectus, sales literature or advertising of AVIF, or any amendment or supplement to any of the foregoing; or

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

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

(b) Neither LIFE COMPANY nor UNDERWRITER shall be liable under this
Section 12.1 with respect to any losses, claims, damages, liabilities or actions to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance by that Indemnified Party of its duties or by reason of that Indemnified Party's reckless disregard of obligations or duties (i) under this Agreement, or (ii) to AVIF or AIM.

(c) Neither LIFE COMPANY nor UNDERWRITER shall be liable under this
Section 12.1 with respect to any action against an Indemnified Party unless AVIF or AIM shall have notified LIFE COMPANY and UNDERWRITER in writing within a reasonable time after the summons or other first legal process giving information of the nature of the action shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service

on any designated agent), but failure to notify LIFE COMPANY and UNDERWRITER of any such action shall not relieve LIFE COMPANY and UNDERWRITER from any liability which they may have to the Indemnified Party against whom such action is brought otherwise than on account of this Section 12.1. Except as otherwise provided herein, in case any such action is brought against an Indemnified Party, LIFE COMPANY and UNDERWRITER shall be entitled to participate, at their own expense, in the defense of such action and also shall be entitled to assume the defense thereof, with counsel approved by the Indemnified Party named in the action, which approval shall not be unreasonably withheld. After notice from LIFE COMPANY or UNDERWRITER to such Indemnified Party of LIFE COMPANY's or UNDERWRITER's election to assume the defense thereof, the Indemnified Party will cooperate fully with LIFE COMPANY and UNDERWRITER and shall bear the fees and expenses of any additional counsel retained by it, and neither LIFE COMPANY nor UNDERWRITER will be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof, other than reasonable costs of investigation.

12.2 OF LIFE COMPANY AND UNDERWRITER BY AVIF AND AIM.

(a) Except to the extent provided in Sections 12.2(c), 12.2(d) and 12.2(e), below, AVIF and AIM agree to indemnify and hold harmless LIFE COMPANY, UNDERWRITER, their respective affiliates, and each person, if any, who controls LIFE COMPANY, UNDERWRITER or their respective affiliates within the meaning of
Section 15 of the 1933 Act and each of their respective directors and officers,
(collectively, the "Indemnified Parties" for purposes of this Section 12.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of AVIF and/or AIM) or actions in respect thereof (including, to the extent reasonable, legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law, or otherwise; provided, the Account owns or has owned shares of the Fund and insofar as such losses, claims, damages, liabilities or actions:

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

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

(iii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Account's 1933 Act registration statement, any Account Prospectus, sales literature or advertising covering the Contracts, or any amendment or supplement to any of the foregoing, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to LIFE COMPANY, UNDERWRITER or their respective affiliates by or on behalf of AVIF or AIM for use in any Account's 1933 Act registration statement, any Account Prospectus, sales literature or advertising covering the Contracts, or any amendment or supplement to any of the foregoing; or

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

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

affected Fund as a funding medium for each Account that LIFE COMPANY reasonably deems necessary or appropriate as a result of the noncompliance.

(c) Neither AVIF nor AIM shall be liable under this Section 12.2 with respect to any losses, claims, damages, liabilities or actions to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance by that Indemnified Party of its duties or by reason of such Indemnified Party's reckless disregard of its obligations and duties (i) under this Agreement, or (ii) to LIFE COMPANY, UNDERWRITER, each Account or Participants.

(d) Neither AVIF nor AIM shall be liable under this Section 12.2 with respect to any action against an Indemnified Party unless the Indemnified Party shall have notified AVIF and/or AIM in writing within a reasonable time after the summons or other first legal process giving information of the nature of the action shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify AVIF or AIM of any such action shall not relieve AVIF or AIM from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this Section
12.2. Except as otherwise provided herein, in case any such action is brought against an Indemnified Party, AVIF and/or AIM will be entitled to participate, at its own expense, in the defense of such action and also shall be entitled to assume the defense thereof (which shall include, without limitation, the conduct of any ruling request and closing agreement or other settlement proceeding with the IRS), with counsel approved by the Indemnified Party named in the action, which approval shall not be unreasonably withheld. After notice from AVIF and/or AIM to such Indemnified Party of AVIF's or AIM's election to assume the defense thereof, the Indemnified Party will cooperate fully with AVIF and AIM and shall bear the fees and expenses of any additional counsel retained by it, and AVIF and AIM will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof, other than reasonable costs of investigation.

(e) In no event shall AVIF or AIM be liable under the indemnification provisions contained in this Agreement to any individual or entity, including, without limitation, LIFE COMPANY, UNDERWRITER or any other Participating Insurance Company or any Participant, with respect to any losses, claims, damages, liabilities or expenses that arise out of or result from (i) a breach of any representation, warranty, and/or covenant made by LIFE COMPANY or UNDERWRITER hereunder or by any Participating Insurance Company under an agreement containing substantially similar representations, warranties and covenants; (ii) the failure by LIFE COMPANY or any Participating Insurance Company to maintain its segregated asset account (which invests in any Fund) as a legally and validly established segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the 1940 Act (unless exempt therefrom); or (iii) the failure by LIFE COMPANY or any Participating Insurance Company to maintain its variable annuity or life insurance contracts (with respect to which any Fund serves as an underlying funding vehicle) as annuity contracts or life insurance contracts under applicable provisions of the Code.

12.3 EFFECT OF NOTICE.

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

12.4 SUCCESSORS.

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

SECTION 13. APPLICABLE LAW

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

SECTION 14. EXECUTION IN COUNTERPARTS

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

SECTION 15. SEVERABILITY

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

SECTION 16. RIGHTS CUMULATIVE

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

SECTION 17. HEADINGS

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

SECTION 18. CONFIDENTIALITY

AVIF acknowledges that the identities of the customers of LIFE COMPANY or any of its affiliates (collectively, the "LIFE COMPANY Protected Parties" for purposes of this Section 18), information maintained regarding those customers, and all computer programs and procedures or other information developed by the LIFE COMPANY Protected Parties or any of their employees or agents in connection with LIFE COMPANY's performance of its duties under this Agreement are the valuable property of the LIFE COMPANY Protected Parties. AVIF agrees that if it comes into possession of any list or compilation of the identities of or other information about the LIFE COMPANY Protected Parties' customers, or any other information or property of the LIFE COMPANY Protected Parties, other than such information as may be independently developed or compiled by AVIF from information supplied to it by the LIFE COMPANY Protected Parties' customers who also maintain accounts directly with AVIF, AVIF 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 LIFE COMPANY's prior written consent; or (b) as required by law or judicial process. LIFE COMPANY acknowledges that the identities of the customers of AVIF or any of its affiliates (collectively, the "AVIF Protected Parties" for purposes of this
Section 18), information maintained regarding those customers, and all computer programs and procedures or other information developed by the AVIF Protected Parties or any of their employees or agents in connection with AVIF's performance of its duties under this Agreement are the valuable property of the AVIF Protected Parties. LIFE COMPANY agrees that if it comes into possession of any list or compilation of the identities of or other information about the AVIF Protected Parties' customers or any other information or property of the AVIF Protected Parties, other than such information as may be independently developed or compiled by LIFE COMPANY from information supplied to it by the AVIF Protected Parties' customers who also maintain accounts directly with LIFE COMPANY, LIFE COMPANY will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with AVIF's prior written consent; or (b) as required by law or judicial process. Each party acknowledges that any breach of the agreements in this Section 18 would result in immediate and irreparable harm to the other parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the other parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.

SECTION 19. TRADEMARKS AND FUND NAMES

(a) Except as may otherwise be provided in a License Agreement among A I M Management Group, Inc., LIFE COMPANY and UNDERWRITER, neither LIFE COMPANY nor UNDERWRITER or any of their respective affiliates, shall use any trademark, trade name, service mark or logo of AVIF, AIM or any of their respective affiliates, or any variation of any such trademark, trade name, service mark or logo, without AVIF's or AIM's prior written consent, the granting of which shall be at AVIF's or AIM's sole option.

(b) Except as otherwise expressly provided in this Agreement, neither AVIF, its investment adviser, its principal underwriter, or any affiliates thereof shall use any trademark, trade

name, service mark or logo of LIFE COMPANY, UNDERWRITER or any of their affiliates, or any variation of any such trademark, trade name, service mark or logo, without LIFE COMPANY's or UNDERWRITER's prior written consent, the granting of which shall be at LIFE COMPANY's or UNDERWRITER's sole option.

SECTION 20. PARTIES TO COOPERATE

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

SECTION 21. AMENDMENTS

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

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

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN            By: /s/ ROBERT H. GRAHAM
       ---------------------------        --------------------------------------
Name: Nancy L. Martin                  Name: Robert H. Graham
Title Assistant Secretary              Title: President


                                       A I M DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN            By: /s/ MICHAEL J. CERNO
       ---------------------------        --------------------------------------
Name: Nancy L. Martin                  Name: Michael J. Cemo
Title: Assistant Secretary             Title: President


                                       RELIASTAR LIFE INSURANCE COMPANY OF NEW
                                       YORK, on behalf of itself and its
                                       separate accounts

Attest: /s/ JODY A. ROSE               By: /s/ JOHN JOHNSON
       ---------------------------        --------------------------------------
Name: Jody A. Rose                     Name: John Johnson
     -----------------------------          ------------------------------------
Title: Assistant Secretary             Title: Vice President
      ----------------------------           -----------------------------------


                                       WASHINGTON SQUARE SECURITES, INC.

Attest: /s/ [ILLEGIBLE]                By: /s/ KEITH LOVELAND
       ---------------------------        --------------------------------------
Name: [ILLEGIBLE]                      Name: Keith Loveland
     -----------------------------          ------------------------------------
Title: Counsel                         Title: Vice President
      ----------------------------           -----------------------------------

SCHEDULE A

FUNDS AVAILABLE UNDER THE CONTRACTS

o AIM VARIABLE INSURANCE FUNDS, INC.

AIM V.I. Dent Demographic Trends Fund

SEPARATE ACCOUNTS UTILIZING THE FUNDS

ReliaStar Life Insurance Company of New York Variable Life Separate Account I

ReliaStar Life Insurance Company of New York Variable Annuity Separate Account II

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

Select*Life New York
Variable Estate Design
Select Annuity New York

SCHEDULE B

AIM'S PRICING ERROR POLICIES

If the amount of the error is less than $.01 per share, it is considered immaterial and no adjustments are made.

If the amount of the error is $.01 per share or more, then the following thresholds are applied:

a. If the amount of the difference in the erroneous net asset value and the correct net asset value is less than .5% of the correct net asset value, AIM will reimburse the affected Fund to the extent of any loss resulting from the error. No other adjustments shall be made.

b. If the amount of the difference in the erroneous net asset value and the correct net asset value is .5% of the correct net asset value or greater, then AIM will determine the impact of the error to the affected Fund and shall reimburse such Fund (and/or LIFE COMPANY, as appropriate, such as in the event that the error was not discovered until after LIFE COMPANY processed transactions using the erroneous net asset value) to the extent of any loss resulting from the error. To the extent that an overstatement of net asset value per share is detected quickly and LIFE COMPANY has not mailed redemption checks to Participants, LIFE COMPANY and AIM agree to examine the extent of the error to determine the feasibility of reprocessing such redemption transaction (for purposes of reimbursing the Fund to the extent of any such overpayment).

The Pricing Policies described herein may be modified by AVIF as approved by its Board of Directors. AIM agrees to use its best efforts to notify LIFE COMPANY at least five (5) days prior to any such meeting of the Board of Directors of AVIF to consider such proposed changes.

                      LIFE COMPANY                                                 AVIF / AIM
                      ------------                                                 ----------
Preparing and filing the Account's registration             Preparing and filing the Fund's registration
statement                                                   statement

Text composition for Account prospectuses                   Text composition for Fund prospectuses and
and supplements                                             supplements

Text alterations of prospectuses (Account)                  Text alterations of prospectuses (Fund) and
and supplements (Account)                                   supplements (Fund)

Printing Account and Fund prospectuses and                  Camera ready and HTML Fund prospectus,
supplements for prospective purchasers                      Printing of Fund prospectus for policy owners
                                                            of record

Text composition and printing Account SAIs                  Text composition and printing Fund SAIs

Mailing and distributing Account SAIs to                    Mailing and distributing Fund SAIs to policy
policy owners upon request by policy owners                 owners upon request by policy owners

Mailing and distributing Account prospectus                 Mailing and distributing Fund prospectus and
and Account supplements to policy owners                    Account supplements to policy owners of
of record as required by Federal Securities                 record as required by Federal Securities Laws
Laws and to prospective purchasers

Text composition, printing, mailing, and                    Text composition, printing, mailing, and
distributing annual and semi-annual reports                 distributing annual and semi-annual reports
for Account                                                 for Fund

Text composition, printing, mailing,                        Text composition, printing, mailing,
distributing, and tabulation of proxy                       distributing and tabulation of proxy
statements and voting instruction solicitation              statements and voting instruction solicitation
materials to policy owners with respect to                  materials to policy owners with respect to
proxies related to the Account                              proxies related to the Fund

Preparation, printing and distributing sales
material and advertising relating to the Funds,
insofar as such materials are prepared by
LIFE COMPANY and relate to the Contracts
and filing such materials with and obtaining
approval from, the SEC, the NASD, any state
insurance regulatory authority, and any other
appropriate regulatory authority, to the extent
required

EXHIBIT H(65)

PARTICIPATION AGREEMENT

BY AND AMONG

AIM VARIABLE INSURANCE FUNDS, INC.,

A I M DISTRIBUTORS, INC.

NORTHERN LIFE INSURANCE COMPANY,
ON BEHALF OF ITSELF AND
ITS SEPARATE ACCOUNTS,

AND

WASHINGTON SQUARE SECURITIES, INC.

TABLE OF CONTENTS

DESCRIPTION                                                                PAGE
-----------                                                                ----
Section 1.  Available Funds...................................................2
         1.1      Availability................................................2
         1.2      Addition, Deletion or Modification of Funds.................2
         1.3      No Sales to the General Public..............................2

Section 2.  Processing Transactions...........................................3
         2.1      Timely Pricing and Orders...................................3
         2.2      Timely Payments.............................................3
         2.3      Applicable Price............................................4
         2.4      Dividends and Distributions.................................4
         2.5      Book Entry..................................................4

Section 3.  Costs and Expenses................................................4
         3.1      General.....................................................4
         3.2      Parties To Cooperate........................................5

Section 4.  Legal Compliance..................................................5

         4.1      Tax Laws....................................................5
         4.2      Insurance and Certain Other Laws............................7
         4.3      Securities Laws.............................................8
         4.4      Notice of Certain Proceedings and Other Circumstances.......9
         4.5      LIFE COMPANY To Provide Documents; Information About
                   AVIF......................................................10
         4.6      AVIF To Provide Documents; Information About LIFE
                   COMPANY...................................................11

Section 5.  Mixed and Shared Funding.........................................12

         5.1      General....................................................12
         5.2      Disinterested Directors....................................12
         5.3      Monitoring for Material Irreconcilable Conflicts...........13
         5.4      Conflict Remedies..........................................13
         5.5      Notice to LIFE COMPANY.....................................15
         5.6      Information Requested by Board of Directors................15
         5.7      Compliance with SEC Rules..................................15
         5.8      Other Requirements.........................................15

Section 6.  Termination......................................................16

         6.1      Events of Termination......................................16
         6.2      Notice Requirement for Termination.........................17
         6.3      Funds To Remain Available..................................17
         6.4      Survival of Warranties and Indemnifications................18
         6.5      Continuance of Agreement for Certain Purposes..............18

Section 7.  Parties To Cooperate Respecting Termination......................18

Section 8.  Assignment.......................................................18

Section 9.  Notices..........................................................18

Section 10.  Voting Procedures...............................................19

Section 11.  Foreign Tax Credits.............................................20

Section 12.  Indemnification.................................................20

         12.1     Of AVIF and AIM by LIFE COMPANY and UNDERWRITER............20
         12.2     Of LIFE COMPANY and UNDERWRITER by AVIF and AIM............22
         12.3     Effect of Notice...........................................25
         12.4     Successors.................................................25

Section 13.  Applicable Law..................................................25

Section 14.  Execution in Counterparts.......................................25

Section 15.  Severability....................................................25

Section 16.  Rights Cumulative...............................................25

Section 17.  Headings........................................................25

Section 18.  Confidentiality.................................................26

Section 19.  Trademarks and Fund Names.......................................26

Section 20.  Parties to Cooperate............................................27

PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into as of the 27th day of March, 2000 ("Agreement"), by and among AIM Variable Insurance Funds, Inc., a Maryland corporation ("AVIF"), A I M Distributors, Inc., a Delaware corporation ("AIM"), Northern Life Insurance Company, a Washington life insurance company ("LIFE COMPANY"), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an "Account," and collectively, the "Accounts"); and Washington Square Securities, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the Contracts ("UNDERWRITER") (collectively, the "Parties").

WITNESSETH THAT:

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

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

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

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

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

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

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

WHEREAS, UNDERWRITER is a broker-dealer registered with the SEC under the Securities Exchange Act of 1934 ("1934 Act") and a member in good standing of the National Association of Securities Dealers, Inc. ("NASD");

WHEREAS, AIM is a broker-dealer registered with the SEC under the Securities Exchange Act of 1934 ("1934 Act") and a member in good standing of the National Association of Securities Dealers, Inc. ("NASD");

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

SECTION 1. AVAILABLE FUNDS

1.1 AVAILABILITY.

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

1.2 ADDITION, DELETION OR MODIFICATION OF FUNDS.

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

1.3 NO SALES TO THE GENERAL PUBLIC.

AVIF represents and warrants that no Shares of any Fund have been or will be sold to the general public.

SECTION 2. PROCESSING TRANSACTIONS

2.1 TIMELY PRICING AND ORDERS.

(a) AVIF or its designated agent will use its best efforts to provide LIFE COMPANY with the net asset value per Share for each Fund by 6:00 p.m. Central Time on each Business Day. As used herein, "Business Day" shall mean any day on which (i) the New York Stock Exchange is open for regular trading, (ii) AVIF calculates the Fund's net asset value, and (iii) LIFE COMPANY is open for business.

(b) LIFE COMPANY will use the data provided by AVIF each Business Day pursuant to paragraph (a) immediately above to calculate Account unit values and to process transactions that receive that same Business Day's Account unit values. LIFE COMPANY will perform such Account processing in a timely manner and will place corresponding orders to purchase or redeem Shares with AVIF by 9:00
a.m. Central Time the following Business Day; provided, however, that AVIF shall provide additional time to LIFE COMPANY in the event that AVIF is unable to meet the 6:00 p.m. time stated in paragraph (a) immediately above. Such additional time shall be equal to the additional time that AVIF takes to make the net asset values available to LIFE COMPANY.

(c) With respect to payment of the purchase price by LIFE COMPANY and of redemption proceeds by AVIF, LIFE COMPANY and AVIF shall net purchase and redemption orders with respect to each Fund and shall transmit one net payment in accordance with Section 2.2, below.

(d) If AVIF provides materially incorrect Share net asset value information (as determined under SEC guidelines), LIFE COMPANY shall be entitled to an adjustment to the number of Shares purchased or redeemed to reflect the correct net asset value per Share. Any material error in the calculation or reporting of net asset value per Share, dividend or capital gain information shall be reported promptly upon discovery to LIFE COMPANY. Materiality and reprocessing cost reimbursement shall be determined in accordance with standards established by the Parties as provided in Schedule B, attached hereto and incorporated herein.

2.2 TIMELY PAYMENTS.

LIFE COMPANY will wire payment for net purchases to a custodial account designated by AVIF by 1:00 p.m. Central Time on the same day as the order for Shares is placed, to the extent practicable. AVIF will wire payment for net redemptions to an account designated by LIFE COMPANY by 1:00 p.m. Central Time on the same day as the Order is placed, to the extent practicable, but in any event within five (5) calendar days after the date the order is placed in order to enable LIFE COMPANY to pay redemption proceeds within the time specified in
Section 22(e) of the 1940 Act or such shorter period of time as may be required by law.

2.3 APPLICABLE PRICE.

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

(b) All other Share purchases and redemptions by LIFE COMPANY will be effected at the net asset values of the appropriate Funds next computed after receipt by AVIF or its designated agent of the order therefor, and such orders will be irrevocable.

2.4 DIVIDENDS AND DISTRIBUTIONS.

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

2.5 BOOK ENTRY.

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

SECTION 3. COSTS AND EXPENSES

3.1 GENERAL.

Except as otherwise specifically provided in Schedule C, attached hereto and made a part hereof, each Party will bear, or arrange for others to bear, all expenses incident to its performance under this Agreement.

3.2 PARTIES TO COOPERATE.

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

SECTION 4. LEGAL COMPLIANCE

4.1 TAX LAWS.

(a) AVIF represents and warrants that each Fund is currently qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future.

(b) AVIF represents that it will use its best efforts to comply and to maintain each Fund's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code.

(c) Notwithstandng any other provision of this Agreement, LIFE COMPANY agrees that if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY"s knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF or its affiliates as a result of such a failure or alleged failure:

(i) LIFE COMPANY shall promptly notify AVIF of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant);

(ii) LIFE COMPANY shall consult with AVIF as to how to minimize any liability that may arise as a result of such failure or alleged failure;

(iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent;

(iv) LIFE COMPANY shall permit AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals;

(v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations
Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (together with any supporting information or analysis); subject to the confidentiality provisions of
Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF which shall not be unreasonably withheld;

(vi) LIFE COMPANY shall provide AVIF or its affiliates and their accounting and legal advisors with such cooperation as AVIF shall reasonably request (including, without limitation, by permitting AVIF and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure;

(vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF or its affiliates (a) compromise or settle any claim,
(b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and

(viii) If LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure can be shown to have materially contributed to the liability of AVIF or its affiliates, then AVIF and its affiliates shall have

no liability pursuant to Section 12 hereof as a result of a Fund's failure or alleged failure to comply with the diversification requirements of Section 817(h) of the Code. AVIF and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability.

Should AVIF or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF. As used in this Agreement, the term "affiliates" shall have the same meaning as "affiliated person" as defined in Section 2(a)(3) of the 1940 Act.

(d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future.

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

4.2 INSURANCE AND CERTAIN OTHER LAWS.

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

(b) LIFE COMPANY represents and warrants that (i) it is an insurance company duly organized, validly existing and in good standing under the laws of the State of Washington and has full corporate power, authority and legal right to execute, deliver and perform its duties and comply with its obligations under this Agreement, (ii) it has legally and validly established and maintains each Account as a segregated asset account under Washington Insurance Law and the regulations

thereunder, and (iii) the Contracts comply in all material respects with all other applicable federal and state laws and regulations.

(c) AVIF represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the State of Maryland and has full power, authority, and legal right to execute, deliver, and perform its duties and comply with its obligations under this Agreement.

4.3 SECURITIES LAWS.

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

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

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

(d) AVIF 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

(e) pursuant to Rule 12b-1, AVIF undertakes to have its Board of Directors, a majority of whom are not "interested" persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses.

(f) AVIF represents and warrants that all of its trustees, 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.

4.4 NOTICE OF CERTAIN PROCEEDINGS AND OTHER CIRCUMSTANCES.

(a) AVIF or AIM will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

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

4.5 LIFE COMPANY TO PROVIDE DOCUMENTS; INFORMATION ABOUT AVIF.

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

(b) LIFE COMPANY will provide to AVIF or its designated agent at least one (1) complete copy of each piece of sales literature or other promotional material in which AVIF or any of its affiliates is named, at least five (5) Business Days prior to its use or such shorter period as the Parties hereto may, from time to time, agree upon. No such material shall be used if AVIF or its designated agent objects to such use within five (5) Business Days after receipt of such material or such shorter period as the Parties hereto may, from time to time, agree upon. AVIF hereby designates AIM as the entity to receive such sales literature, until such time as AVIF appoints another designated agent by giving notice to LIFE COMPANY in the manner required by Section 9 hereof.

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

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

(e) For the purposes of this Section 4.5, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and

proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act.

4.6 AVIF TO PROVIDE DOCUMENTS; INFORMATION ABOUT LIFE COMPANY.

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

(b) AVIF will provide to LIFE COMPANY a camera ready or electronic copy of all AVIF prospectuses and printed copies, in an amount specified by LIFE COMPANY, of AVIF statements of additional information, proxy materials, periodic reports to shareholders and other materials required by law to be sent to Participants who have allocated any Contract value to a Fund. AVIF will provide such copies to LIFE COMPANY in a timely manner so as to enable LIFE COMPANY, as the case may be, to print and distribute such materials within the time required by law to be furnished to Participants.

(c) AVIF will provide to LIFE COMPANY or its designated agent at least one (1) complete copy of each piece of sales literature or other promotional material in which LIFE COMPANY, or any of its respective affiliates is named, or that refers to the Contracts, at least five (5) Business Days prior to its use or such shorter period as the Parties hereto may, from time to time, agree upon. No such material shall be used if LIFE COMPANY or its designated agent objects to such use within five (5) Business Days after receipt of such material or such shorter period as the Parties hereto may, from time to time, agree upon. LIFE COMPANY shall receive all such sales literature until such time as it appoints a designated agent by giving notice to AVIF in the manner required by Section 9 hereof.

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

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

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

SECTION 5. MIXED AND SHARED FUNDING

5.1 GENERAL.

The SEC has granted an order to AVIF exempting it from certain provisions of the 1940 Act and rules thereunder so that AVIF may be available for investment by certain other entities, including, without limitation, separate accounts funding variable annuity contracts or variable life insurance contracts, separate accounts of insurance companies unaffiliated with LIFE COMPANY, and trustees of qualified pension and retirement plans (collectively, "Mixed and Shared Funding"). The Parties recognize that the SEC has imposed terms and conditions for such orders that are substantially identical to many of the provisions of this Section 5. Sections 5.2 through 5.8 below shall apply pursuant to such an exemptive order granted to AVIF. AVIF hereby notifies LIFE COMPANY that, in the event that AVIF implements Mixed and Shared Funding, it may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of Mixed and Shared Funding.

5.2 DISINTERESTED DIRECTORS.

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

5.3 MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS.

AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation:

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

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

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

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

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

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

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

Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

5.4 CONFLICT REMEDIES.

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

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

(ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company.

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

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

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

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

5.5 NOTICE TO LIFE COMPANY.

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

5.6 INFORMATION REQUESTED BY BOARD OF DIRECTORS.

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

5.7 COMPLIANCE WITH SEC RULES.

If, at any time during which AVIF is serving as an investment medium for variable life insurance Contracts, 1940 Act Rules 6e-3(T) or, if applicable, 6e-2 are amended or Rule 6e-3 is adopted to provide exemptive relief with respect to Mixed and Shared Funding, AVIF agrees that it will comply with the terms and conditions thereof and that the terms of this Section 5 shall be deemed modified if and only to the extent required in order also to comply with the terms and conditions of such exemptive relief that is afforded by any of said rules that are applicable.

5.8 OTHER REQUIREMENTS.

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

SECTION 6. TERMINATION

6.1 EVENTS OF TERMINATION.

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

(a) at the option of any party, with or without cause with respect to the Fund, upon sixty (60) days advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or

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

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

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

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

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

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

(h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or

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

6.2 NOTICE REQUIREMENT FOR TERMINATION.

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

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

(b) in the event that any termination is based upon the provisions of Sections 6.1(b) or 6.1(c) hereof, such prior written notice shall be given at least ninety (90) days in advance of the effective date of termination unless a shorter time is agreed to by the Parties hereto; and

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

(d) in the event that any termination is based upon the provisions of Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, such prior written notice shall be given as soon as possible within twenty-four (24) hours after the terminating Party learns of the event causing termination to be required.

6.3 FUNDS TO REMAIN AVAILABLE.

Notwithstanding any termination of this Agreement, AVIF will, at the option of LIFE 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 Fund (as in effect on such date), redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 6.3 will not apply to any terminations under Section 5 and the effect of such terminations will be governed by Section 5 of this Agreement.

6.4 SURVIVAL OF WARRANTIES AND INDEMNIFICATIONS.

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

6.5 CONTINUANCE OF AGREEMENT FOR CERTAIN PURPOSES.

If any Party terminates this Agreement with respect to any Fund pursuant to Sections 6.1(b), 6.1(c), 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, this Agreement shall nevertheless continue in effect as to any Shares of that Fund that are outstanding as of the date of such termination (the "Initial Termination Date"). This continuation shall extend to the earlier of the date as of which an Account owns no Shares of the affected Fund or a date (the "Final Termination Date") six (6) months following the Initial Termination Date, except that LIFE COMPANY may, by written notice shorten said six (6) month period in the case of a termination pursuant to Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i).

SECTION 7. PARTIES TO COOPERATE RESPECTING TERMINATION

The Parties hereto agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that an Account owns no Shares of a Fund after the Final Termination Date with respect thereto, or, in the case of a termination pursuant to Section 6.1(a), the termination date specified in the notice of termination. Such steps may include combining the affected Account with another Account, substituting other mutual fund shares for those of the affected Fund, or otherwise terminating participation by the Contracts in such Fund.

SECTION 8. ASSIGNMENT

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

SECTION 9. NOTICES

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

AIM VARIABLE INSURANCE FUNDS, INC.
A I M DISTRIBUTORS, INC.
11 Greenway Plaza, Suite 100
Houston, Texas 77046

Facsimile: (713) 993-9185

Attn: Nancy L. Martin, Esq.

NORTHERN LIFE INSURANCE COMPANY
WASHINGTON SQUARE SECURITIES, INC.
20 Washington Avenue South
Minneapolis, Minnesota 55401

Facsimile: 612-342-7531

Attn: Stewart D. Gregg, Esq.

SECTION 10. VOTING PROCEDURES

Subject to the cost allocation procedures set forth in Section 3 hereof, LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by the Mixed and Shared Funding exemptive order obtained by AVIF. AVIF will notify LIFE COMPANY of any changes of interpretations or amendments to Mixed and Shared Funding exemptive order it has obtained. AVIF will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, AVIF either will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or will comply with Section 16(c) of the 1940 Act (although AVIF is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable,
16(b). Further, AVIF will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.

SECTION 11. FOREIGN TAX CREDITS

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

SECTION 12. INDEMNIFICATION

12.1 OF AVIF AND AIM BY LIFE COMPANY AND UNDERWRITER.

(a) Except to the extent provided in Sections 12.1(b) and 12.1(c), below, LIFE COMPANY and UNDERWRITER agree to indemnify and hold harmless AVIF, AIM, their affiliates, and each person, if any, who controls AVIF, AIM, or their affiliates within the meaning of Section 15 of the 1933 Act and each of their respective directors and officers, (collectively, the "Indemnified Parties" for purposes of this Section 12.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of LIFE COMPANY and UNDERWRITER) or actions in respect thereof (including, to the extent reasonable, legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise; provided, the Account owns or has owned shares of the Fund and insofar as such losses, claims, damages, liabilities or actions:

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

(ii) arise out of or as a result of any other statements or representations (other than statements or representations contained in AVIF's 1933 Act registration statement, AVIF Prospectus, sales literature or advertising of AVIF, or any amendment or supplement to any of the foregoing, not supplied for use therein by or on behalf of LIFE COMPANY, UNDERWRITER or their respective affiliates and on which such persons have reasonably relied) or the

negligent, illegal or fraudulent conduct of LIFE COMPANY, UNDERWRITER or their respective affiliates or persons under their control (including, without limitation, their employees and "persons associated with a member," as that term is defined in paragraph
(q) of Article I of the NASD's By-Laws), in connection with the sale or distribution of the Contracts or Shares; or

(iii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in AVIF's 1933 Act registration statement, AVIF Prospectus, sales literature or advertising of AVIF, or any amendment or supplement to any of the foregoing, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to AVIF, AIM or their affiliates by or on behalf of LIFE COMPANY, UNDERWRITER or their respective affiliates for use in AVIF's 1933 Act registration statement, AVIF Prospectus, sales literature or advertising of AVIF, or any amendment or supplement to any of the foregoing; or

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

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

(b) Neither LIFE COMPANY nor UNDERWRITER shall be liable under this Section 12.1 with respect to any losses, claims, damages, liabilities or actions to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance by that Indemnified Party of its duties or by reason of that Indemnified Party's reckless disregard of obligations or duties (i) under this Agreement, or (ii) to AVIF or AIM.

(c) Neither LIFE COMPANY nor UNDERWRITER shall be liable under this
Section 12.1 with respect to any action against an Indemnified Party unless AVIF or AIM shall have notified LIFE COMPANY and UNDERWRITER in writing within a reasonable time after the summons or other first legal process giving information of the nature of the action shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service

on any designated agent), but failure to notify LIFE COMPANY and UNDERWRITER of any such action shall not relieve LIFE COMPANY and UNDERWRITER from any liability which they may have to the Indemnified Party against whom such action is brought otherwise than on account of this Section 12.1. Except as otherwise provided herein, in case any such action is brought against an Indemnified Party, LIFE COMPANY and UNDERWRITER shall be entitled to participate, at their own expense, in the defense of such action and also shall be entitled to assume the defense thereof, with counsel approved by the Indemnified Party named in the action, which approval shall not be unreasonably withheld. After notice from LIFE COMPANY or UNDERWRITER to such Indemnified Party of LIFE COMPANY's or UNDERWRITER's election to assume the defense thereof, the Indemnified Party will cooperate fully with LIFE COMPANY and UNDERWRITER and shall bear the fees and expenses of any additional counsel retained by it, and neither LIFE COMPANY nor UNDERWRITER will be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof, other than reasonable costs of investigation.

12.2 OF LIFE COMPANY AND UNDERWRITER BY AVIF AND AIM.

(a) Except to the extent provided in Sections 12.2(c), 12.2(d) and 12.2(e), below, AVIF and AIM agree to indemnify and hold harmless LIFE COMPANY, UNDERWRITER, their respective affiliates, and each person, if any, who controls LIFE COMPANY, UNDERWRITER or their respective affiliates within the meaning of
Section 15 of the 1933 Act and each of their respective directors and officers,
(collectively, the "Indemnified Parties" for purposes of this Section 12.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of AVIF and/or AIM) or actions in respect thereof (including, to the extent reasonable, legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law, or otherwise; provided, the Account owns or has owned shares of the Fund and insofar as such losses, claims, damages, liabilities or actions:

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

(ii) arise out of or as a result of any other statements or representations (other than statements or representations contained in any Account's 1933 Act

registration statement, any Account Prospectus, sales literature or advertising for the Contracts, or any amendment or supplement to any of the foregoing, not supplied for use therein by or on behalf of AVIF, AIM or their affiliates and on which such persons have reasonably relied) or the negligent, illegal or fraudulent conduct of AVIF, AIM or their affiliates or persons under their control (including, without limitation, their employees and "persons associated with a member" as that term is defined in Section (q) of Article I of the NASD By-Laws), in connection with the sale or distribution of AVIF Shares; or

(iii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Account's 1933 Act registration statement, any Account Prospectus, sales literature or advertising covering the Contracts, or any amendment or supplement to any of the foregoing, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to LIFE COMPANY, UNDERWRITER or their respective affiliates by or on behalf of AVIF or AIM for use in any Account's 1933 Act registration statement, any Account Prospectus, sales literature or advertising covering the Contracts, or any amendment or supplement to any of the foregoing; or

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

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

(c) Neither AVIF nor AIM shall be liable under this Section 12.2 with respect to any losses, claims, damages, liabilities or actions to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance by that Indemnified Party of its duties or by reason of such Indemnified Party's reckless disregard of its obligations and duties (i) under this Agreement, or (ii) to LIFE COMPANY, UNDERWRITER, each Account or Participants.

(d) Neither AVIF nor AIM shall be liable under this Section 12.2 with respect to any action against an Indemnified Party unless the Indemnified Party shall have notified AVIF and/or AIM in writing within a reasonable time after the summons or other first legal process giving information of the nature of the action shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify AVIF or AIM of any such action shall not relieve AVIF or AIM from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this Section
12.2. Except as otherwise provided herein, in case any such action is brought against an Indemnified Party, AVIF and/or AIM will be entitled to participate, at its own expense, in the defense of such action and also shall be entitled to assume the defense thereof (which shall include, without limitation, the conduct of any ruling request and closing agreement or other settlement proceeding with the IRS), with counsel approved by the Indemnified Party named in the action, which approval shall not be unreasonably withheld. After notice from AVIF and/or AIM to such Indemnified Party of AVIF's or AIM's election to assume the defense thereof, the Indemnified Party will cooperate fully with AVIF and AIM and shall bear the fees and expenses of any additional counsel retained by it, and AVIF and AIM will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof, other than reasonable costs of investigation.

(e) In no event shall AVIF or AIM be liable under the indemnification provisions contained in this Agreement to any individual or entity, including, without limitation, LIFE COMPANY, UNDERWRITER or any other Participating Insurance Company or any Participant, with respect to any losses, claims, damages, liabilities or expenses that arise out of or result from (i) a breach of any representation, warranty, and/or covenant made by LIFE COMPANY or UNDERWRITER hereunder or by any Participating Insurance Company under an agreement containing substantially similar representations, warranties and covenants; (ii) the failure by LIFE COMPANY or any Participating Insurance Company to maintain its segregated asset account (which invests in any Fund) as a legally and validly established segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the 1940 Act (unless exempt therefrom); or (iii) the failure by LIFE COMPANY or any Participating Insurance Company to maintain its variable annuity or life insurance contracts (with respect to which any Fund serves as an underlying funding vehicle) as annuity contracts or life insurance contracts under applicable provisions of the Code.

12.3 EFFECT OF NOTICE.

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

12.4 SUCCESSORS.

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

SECTION 13. APPLICABLE LAW

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

SECTION 14. EXECUTION IN COUNTERPARTS

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

SECTION 15. SEVERABILITY

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

SECTION 16. RIGHTS CUMULATIVE

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

SECTION 17. HEADINGS

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

SECTION 18. CONFIDENTIALITY

AVIF acknowledges that the identities of the customers of LIFE COMPANY or any of its affiliates (collectively, the "LIFE COMPANY Protected Parties" for purposes of this Section 18), information maintained regarding those customers, and all computer programs and procedures or other information developed by the LIFE COMPANY Protected Parties or any of their employees or agents in connection with LIFE COMPANY's performance of its duties under this Agreement are the valuable property of the LIFE COMPANY Protected Parties. AVIF agrees that if it comes into possession of any list or compilation of the identities of or other information about the LIFE COMPANY Protected Parties' customers, or any other information or property of the LIFE COMPANY Protected Parties, other than such information as may be independently developed or compiled by AVIF from information supplied to it by the LIFE COMPANY Protected Parties' customers who also maintain accounts directly with AVIF, AVIF 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 LIFE COMPANY's prior written consent; or (b) as required by law or judicial process. LIFE COMPANY acknowledges that the identities of the customers of AVIF or any of its affiliates (collectively, the "AVIF Protected Parties" for purposes of this
Section 18), information maintained regarding those customers, and all computer programs and procedures or other information developed by the AVIF Protected Parties or any of their employees or agents in connection with AVIF's performance of its duties under this Agreement are the valuable property of the AVIF Protected Parties. LIFE COMPANY agrees that if it comes into possession of any list or compilation of the identities of or other information about the AVIF Protected Parties' customers or any other information or property of the AVIF Protected Parties, other than such information as may be independently developed or compiled by LIFE COMPANY from information supplied to it by the AVIF Protected Parties' customers who also maintain accounts directly with LIFE COMPANY, LIFE COMPANY will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with AVIF's prior written consent; or (b) as required by law or judicial process. Each party acknowledges that any breach of the agreements in this Section 18 would result in immediate and irreparable harm to the other parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the other parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.

SECTION 19. TRADEMARKS AND FUND NAMES

(a) Except as may otherwise be provided in a License Agreement among A I M Management Group, Inc., LIFE COMPANY and UNDERWRITER, neither LIFE COMPANY nor UNDERWRITER or any of their respective affiliates, shall use any trademark, trade name, service mark or logo of AVIF, AIM or any of their respective affiliates, or any variation of any such trademark, trade name, service mark or logo, without AVIF's or AIM's prior written consent, the granting of which shall be at AVIF's or AIM's sole option.

(b) Except as otherwise expressly provided in this Agreement, neither AVIF, its investment adviser, its principal underwriter, or any affiliates thereof shall use any trademark, trade

name, service mark or logo of LIFE COMPANY, UNDERWRITER or any of their affiliates, or any variation of any such trademark, trade name, service mark or logo, without LIFE COMPANY's or UNDERWRITER's prior written consent, the granting of which shall be at LIFE COMPANY's or UNDERWRITER's sole option.

SECTION 20. PARTIES TO COOPERATE

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

SECTION 21. AMENDMENTS

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

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

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: /s/ NANCY L. MARTIN           By: /s/ ROBERT H. GRAHAM
       ----------------------------      -------------------------------
Name:       Nancy L. Martin           Name:   Robert H. Graham
Title       Assistant Secretary       Title:  President

AIM DISTRIBUTORS, INC.

Attest: /s/ NANCY L. MARTIN           By: /s/ MICHAEL J. CEMO
       ----------------------------      -------------------------------
Name:       Nancy L. Martin           Name:   Michael J. Cemo
Title:      Assistant Secretary       Title:  President


                                      NORTHERN LIFE INSURANCE COMPANY, on
                                      behalf of itself and its separate
                                      accounts

Attest:  /s/ JODY A. ROSE             By:   /s/ JOHN JOHNSON
         --------------------------       -------------------------------------
Name:        Jody A. Rose             Name:     John Johnson
         --------------------------        ------------------------------------
Title:       Assistant Secretary      Title:    Vice President
         --------------------------         -----------------------------------

WASHINGTON SQUARE SECURITES, INC.