WHEREAS, pursuant to a separate selling agreement between the parties
dated January 1, 2007, Authorized Selling Firm distributes annuity and
insurance products of the Company through a sales force of financial advisors
who must be furnished with various support services and facilities in order to
perform their sales activity on behalf of the Company; and
WHEREAS, Authorized Selling Firm has extensive experience in providing
management, training, administrative services, and certain office facilities
for its financial advisors and an established infrastructure for providing
such services and facilities in an efficient and cost effective manner; and
WHEREAS, the parties desire to set forth in writing the services and
expenses which are the subject of this Agreement and the basis for allocating
expenses between them;