Common use of Term Termination Clause in Contracts

Term Termination. 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 90 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten thirty days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten thirty days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except (i) as necessary to implement Variable Contract owner initiated transactions, or (ii) as required by state insurance laws or regulations, or (iii) as permitted by the SEC under Section 26 of the 1940 Act including in accordance with Commission Statements related thereto, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 10.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Fund at any time from the date hereof upon 180 days’ ninety (90) days notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company. Prompt notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust Fund makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser Fund by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the AdviserFund’s ability to meet and perform their respective the Fund’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserFund, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trustthe Fund’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust the Fund with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the TrustFund’s shares Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the TrustFund’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the TrustFund; (h) At the option of the TrustFund, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust Fund within ten days after written notice of such breach is delivered to the Company; (i) At the option of the TrustFund, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trustnotice; and (lj) In the event this Agreement is assigned without the prior written consent of the Company, the TrustFund, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, Fund at the option of the Company, Company will continue to make available additional Fund sharesShares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specificallyspecifically, without limitation, if the Company so elects to make additional Fund shares available, the owners Owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustFund, redeem investments in the Trust Fund and/or invest in the Trust Fund upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined in good faith by the Company. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1X.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2X.2. This Agreement shall terminate in accordance with the following provisions: (aA) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (bB) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (cC) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (dD) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (eE) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (fF) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (gG) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (hH) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (iI) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (jJ) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (kK) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (lL) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3X.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4X.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor or Adviser TRUST by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s TRUST's ability to meet and perform their respective TRUST's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY and/or its broker-dealer affiliates by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trustnotice; and (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserADVISER, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, TRUST at the its option of the Company, may elect to continue to make available additional Fund TRUST shares, as provided below, for so long as the Company TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company TRUST so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyTRUST and ADVISER, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser LIFE COMPANY whether the Company TRUST elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effecteffect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3, upon sixty (60) days' prior written notice to the other party. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directlyAccounts), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 90 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser N&B MANAGEMENT by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s TRUST's ability to meet and perform their respective TRUST's obligations and duties hereunderhereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUSTs breach of any material provision of this Agreement, Agreement which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, Agreement which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registeredregistered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. Termination shall TERMINATION SHALL be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the Company vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M terms of the Code or under any successor or similar provisionVariable Contracts, or if provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trustdate of such substitution; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor MANAGERS TRUST and the AdviserN&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice; (1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Trust shallPortfolios designated in Appendix B), as provided below, at the option of the Company, continue to make available additional Fund shares, as provided below, LIFE COMPANY for so long as the Company LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company LIFE COMPANY so elects for TRUST to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyLIFE COMPANY, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor TRUST and the Adviser N&B MANAGEMENT whether the Company LIFE COMPANY elects for TRUST to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directlyAccounts), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 90 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser N&B MANAGEMENT by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s TRUST's ability to meet and perform their respective TRUST's obligations and duties hereunderhereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is is' delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registeredregistered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) notice; At the option of LIFE COMPANY, with respect to a Portfolio, upon the Company vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M terms of the Code or under any successor or similar provisionVariable Contracts, or if provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trustdate of such substitution; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor MANAGERS TRUST and the AdviserN&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice; (1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Trust shallPortfolios designated in Appendix B), as provided below, at the option of the Company, continue to make available additional Fund shares, as provided below, LIFE COMPANY for so long as the Company LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company LIFE COMPANY so elects for TRUST to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyLIFE COMPANY, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor TRUST and the Adviser N&B MANAGEMENT whether the Company LIFE COMPANY elects for TRUST to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST, MANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directlyAccounts), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser NB MANAGEMENT by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s TRUST's or the Adviser’s NB MANAGEMENT's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the CompanyLIFE COMPANY, in the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the TrustTRUST; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the CompanyLIFE COMPANY; (j) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TrustTRUST; (k) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio fails to meet the diversification requirements specified in Article II hereof or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; andTRUST; (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserNB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust TRUST shall, at the option of the CompanyLIFE COMPANY, continue to make available additional Fund TRUST shares, as provided below, for so long as the Company LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company LIFE COMPANY so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyLIFE COMPANY, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor TRUST and the Adviser NB MANAGEMENT whether the Company LIFE COMPANY elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directly), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust FUND at any time from the date hereof upon 180 days’ six (6) months' prior written notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund FUND shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust FUND makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor or Adviser FUND by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s FUND's ability to meet and perform their respective FUND's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserFUND, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s FUND's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust FUND with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s FUND's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustFUND; (h) At the option of the TrustFUND, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust FUND within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustFUND, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustFUND, the Distributor and the AdviserADVISER, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, FUND and the ADVISER at the option of the Company, LIFE COMPANY shall continue to make available additional shares of the Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have the legal authority to do so, shall be permitted to reallocate investments investment in the TrustFUND, redeem investments in the Trust FUND and/or invest in the Trust FUND upon the payment making of additional premiums premium payments under the Existing Contracts. The parties agree that this Section 8.3 shall not apply to any terminations under Article V of this Agreement. 8.4 In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyLIFE COMPANY, as promptly as is practicable under the circumstances, shall notify FUND and ADVISER that it wishes to exercise the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effectoption afforded by Section 8.3 hereof. 10.4. 8.5 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulationsregulations or as permitted by order of the Securities and Exchange Commission, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directlyAccounts), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust FUND of its intention to do so.

Term Termination. 10.1. 9.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 9.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Fund at any time from the date hereof upon 180 days’ ninety (90) days notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company. Prompt notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust Fund makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser Fund by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s 's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s Fund's ability to meet and perform their respective the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserFund, upon the institution of formal proceedings against the Company by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s the Fund's reasonable judgment, materially impair the Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust the Fund with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s shares Fund's Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s Fund's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the TrustFund; (h) At the option of the TrustFund, upon the Company’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust Fund within ten days after written notice of such breach is delivered to the Company; (i) At the option of the TrustFund, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the TrustFund, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 9.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 9.2 hereof, the Trust shall, Fund at the option of the Company, Company will continue to make available additional Fund sharesShares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustFund, redeem investments in the Trust Fund and/or invest in the Trust Fund upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser NB MANAGEMENT by the SEC, FINRA, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the CompanyLIFE COMPANY’s reasonable judgment, materially impair the Trust’s, the DistributorTRUST’s or the AdviserNB MANAGEMENT’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRA, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TrustTRUST’s reasonable judgment, materially impair the CompanyLIFE COMPANY’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the CompanyLIFE COMPANY, in the event the TrustTRUST’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the TrustTRUST; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the TrustTRUST’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the CompanyLIFE COMPANY’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the CompanyLIFE COMPANY; (j) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TrustTRUST; (k) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio fails to meet the diversification requirements specified in Article II hereof or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; andTRUST; (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserNB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust TRUST shall, at the option of the CompanyLIFE COMPANY, continue to make available additional Fund TRUST shares, as provided below, for so long as the Company LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if the Company LIFE COMPANY so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyLIFE COMPANY, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor TRUST and the Adviser NB MANAGEMENT whether the Company LIFE COMPANY elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the CompanyLIFE COMPANY’s assets held in the Separate Accounts or invested directly), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 9.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 9.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Fund at any time from the date hereof upon 180 days’ ninety (90) days written notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company. Prompt notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust Fund makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser Fund by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s 's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s Fund's ability to meet and perform their respective the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserFund, upon the institution of formal proceedings against the Company by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s the Fund's reasonable judgment, materially impair the Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust the Fund with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s shares Fund's Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s Fund's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the TrustFund; (h) At the option of the TrustFund, upon the Company’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust Fund within ten days after written notice of such breach is delivered to the Company; (i) At the option of the TrustFund, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the TrustFund, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 9.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 9.2 hereof, the Trust shall, Fund at the option of the Company, Company will continue to make available additional Fund sharesShares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustFund, redeem investments in the Trust Fund and/or invest in the Trust Fund upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ advance written notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt written notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt written notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt written notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon receipt of written notice to the Trust; (f) At Other than as a result of the Trust’s failure to satisfy the representations and warranties in Sections 2.6 and 2.7 of this Agreement, at the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of written notice by the Company; (g) At the option of the Company, upon the Trust’s, Distributor’s or Adviser’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without receipt of written notice to by the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon written notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon written notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated or approved transactions, or to effect a substitution of Fund shares, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company COMPANY or the Trust FUND at any time from the date hereof upon 180 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCOMPANY, if Fund FUND shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust FUND makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyCOMPANY, upon the institution of formal proceedings against the Trust, the Distributor or Adviser FUND by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s FUND's ability to meet and perform their respective FUND's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserFUND, upon the institution of formal proceedings against the Company COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s FUND's reasonable judgment, materially impair the Company’s COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust FUND with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyCOMPANY. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyCOMPANY; (g) At the option of the CompanyCOMPANY, upon the Trust’s FUND's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company COMPANY within ten days after written notice of such breach is delivered to the TrustFUND; (h) At the option of the TrustFUND, upon the Company’s COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust FUND within ten days after written notice of such breach is delivered to the CompanyCOMPANY; (i) At the option of the TrustFUND, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the CompanyCOMPANY, the TrustFUND, the Distributor and the AdviserADVISER, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, FUND at the option of the Company, COMPANY will continue to make available additional Fund FUND shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the CompanyCOMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustFUND, redeem investments in the Trust FUND and/or invest in the Trust FUND upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 9.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 9.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Fund at any time from the date hereof upon 180 days’ ninety (90) days notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company. Prompt notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust Fund makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser Fund by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s 's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s Fund's ability to meet and perform their respective Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserFund, upon the institution of formal proceedings against the Company by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s Fund's reasonable judgment, materially impair the Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust Fund with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s shares Fund's Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s Fund's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the TrustFund; (h) At the option of the TrustFund, upon the Company’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust Fund within ten days after written notice of such breach is delivered to the Company; (i) At the option of the TrustFund, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the TrustFund, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 9.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 9.2 hereof, the Trust shall, Fund at the option of the Company, Company will continue to make available additional Fund sharesShares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustFund, redeem investments in the Trust Fund and/or invest in the Trust Fund upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor or Adviser TRUST by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s TRUST's ability to meet and perform their respective Trust's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor MANAGERS TRUST and the AdviserN&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, TRUST at the its option of the Company, may elect to continue to make available additional Fund TRUST shares, as provided below, for so long as the Company TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company TRUST so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyTRUST and N&B MANAGEMENT, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser LIFE COMPANY whether the Company TRUST elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effecteffect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3, upon sixty (60) days prior written notice to the other party. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directlyAccounts), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 60 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor or Adviser TRUST by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s TRUST's ability to meet and perform their respective Trust's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor MANAGERS TRUST and the AdviserN&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, TRUST at the its option of the Company, may elect to continue to make available additional Fund TRUST shares, as provided below, for so long as the Company TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company TRUST so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyTRUST and N&B MANAGEMENT, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser LIFE COMPANY whether the Company TRUST elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effecteffect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3, upon sixty (60) days prior written notice to the other party. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directlyAccounts), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, or 30 days’ notice in the event the substitutions contemplated by Section 10.4 are completed, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, or as otherwise provided in this section, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty five (305) days after the Company shall have notified the Trust of its intention to do so. The parties acknowledge and agree that the Company intends (but is not obligated) to “soft close” one or more of the Funds as of May 1, 2021 and to promptly seek and implement substitution of the Funds with other funds, pursuant to which it will redeem Contract owners’ investments in the Funds. The Trust, Distributor, and Advisor agree to facilitate such redemption pursuant to the terms of this Agreement and hereby waive prior notice of such transactions.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 90 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser NB MANAGEMENT by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s TRUST's or the Adviser’s NB MANAGEMENT's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the CompanyLIFE COMPANY, in the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the TrustTRUST; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the CompanyLIFE COMPANY; (j) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TrustTRUST; (k) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio fails to meet the diversification requirements specified in Article II hereof or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; andTRUST; (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserNB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust TRUST shall, at the option of the CompanyLIFE COMPANY, continue to make available additional Fund TRUST shares, as provided below, for so long as the Company LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company LIFE COMPANY so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyLIFE COMPANY, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor TRUST and the Adviser NB MANAGEMENT whether the Company LIFE COMPANY elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directly), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser NB MANAGEMENT by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the CompanyLIFE COMPANY’s reasonable judgment, materially impair the Trust’s, the DistributorTRUST’s or the AdviserNB MANAGEMENT’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TrustTRUST’s reasonable judgment, materially impair the CompanyLIFE COMPANY’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the CompanyLIFE COMPANY, in the event the TrustTRUST’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the TrustTRUST; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the TrustTRUST’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the CompanyLIFE COMPANY’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the CompanyLIFE COMPANY; (j) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TrustTRUST; (k) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio fails to meet the diversification requirements specified in Article II hereof or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; andTRUST; (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserNB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust TRUST shall, at the option of the CompanyLIFE COMPANY, continue to make available additional Fund TRUST shares, as provided below, for so long as the Company LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if the Company LIFE COMPANY so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyLIFE COMPANY, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor TRUST and the Adviser NB MANAGEMENT whether the Company LIFE COMPANY elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the CompanyLIFE COMPANY’s assets held in the Separate Accounts or invested directly), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 10.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ ninety (90) days notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Trust Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company, provided, however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution insti­tution of formal proceedings against the Trust, the Distributor or Adviser Trust by the SEC, FINRAthe National Association of Securities Dealers, Inc., FINRA or any other regulatory regula­tory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s 's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s 's ability to meet and perform their respective obligations the Trust's obliga­tions and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Trust’s 's reasonable judgment, materially impair the Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s shares 's Shares are not registeredregis­tered, issued or sold in accordance with applicable appli­cable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s 's breach of any material provision of this AgreementAgree­ment, which breach has not been cured to the satisfaction of the Company within ten days after written advance notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s 's breach of any material provision of this AgreementAgree­ment, which breach has not been cured to the satisfaction of the Trust within ten days after written advance notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, Company will continue to make available additional Fund sharesTrust Shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). , unless the Distributor requests that the Company seek an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for shares of the Portfolio(s) Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners Owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustPortfolio(s), redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor or Adviser TRUST by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the CompanyLIFE COMPANY’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the AdviserTRUST’s ability to meet and perform their respective TRUST’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY and/or its broker-dealer affiliates by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TrustTRUST’s reasonable judgment, materially impair the CompanyLIFE COMPANY’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the TrustTRUST’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the TrustTRUST’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the CompanyLIFE COMPANY’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trustnotice; and (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserADVISER, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, TRUST at the its option of the Company, may elect to continue to make available additional Fund TRUST shares, as provided below, for so long as the Company TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if the Company TRUST so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyTRUST and ADVISER, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser LIFE COMPANY whether the Company TRUST elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effecteffect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3, upon sixty (60) days’ prior written notice to the other party. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the CompanyLIFE COMPANY’s assets held in the Separate Accounts or invested directlyAccounts), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 10.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Corporation at any time from the date hereof upon 180 days’ ninety (90) days notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Portfolio Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company, provided, however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust a Portfolio makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser Corporation by the SEC, FINRA, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the AdviserCorporation’s ability to meet and perform their respective the Corporation’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserCorporation, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trustthe Corporation’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust the Corporation with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s shares Portfolio Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust Corporation if the Variable Contracts cease to qualify as life insurance, endowment or annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust Corporation reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the TrustCorporation’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written advance notice of such breach is delivered to the TrustCorporation; (h) At the option of the TrustCorporation, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust Corporation within ten days after written advance notice of such breach is delivered to the Company; (i) At the option of the TrustCorporation, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the TrustCorporation, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, a Corporation at the its option of the Company, will continue to allow the Separate Accounts to invest in the Portfolios and make available additional Fund sharesPortfolio Shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if the Company Corporation so elects to allow the Separate Accounts to invest in the Portfolios and make available additional Fund shares availablePortfolio Shares under such circumstances, the owners Owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustPortfolio(s), redeem investments in the Trust Portfolios and/or invest in the Trust Portfolios upon the payment of additional premiums under the Existing Contracts. In If the event of a termination of this AgreementCorporation elects not to allow the Separate Accounts to invest in the Portfolios or make available additional Portfolio Shares under such circumstances, the Company, Company agrees that it shall take all necessary steps to fully redeem the Separate Accounts’ investment in Portfolio Shares and cease new investment in the Portfolios by the Separate Accounts as promptly as is practicable under practicable, and in no event later than sixth months from the circumstancesdate of termination or later notice from the Corporation. This date shall be extended if, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after within such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulationssix-month period, the Company shall not redeem the shares attributable has applied to the Variable Contracts (SEC for a substitution order until such time as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do soSEC issue issues such an order.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate be effective as of the date hereof and shall continue in force until terminated in accordance with the following provisions:provisions herein. (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser NB MANAGEMENT by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s TRUST's or the Adviser’s NB MANAGEMENT's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the CompanyLIFE COMPANY, in the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the TrustTRUST; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the CompanyLIFE COMPANY; (j) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TrustTRUST; (k) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio fails to meet the diversification requirements specified in Article II hereof or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; andTRUST; (l1) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserNB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust TRUST shall, at the option of the CompanyLIFE COMPANY, continue to make available additional Fund TRUST shares, as provided below, for so long as the Company LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company LIFE COMPANY so elects to make additional Fund TRUST shares available, the owners of the the.Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyLIFE COMPANY, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor TRUST and the Adviser NB MANAGEMENT whether the Company LIFE COMPANY elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directly), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.18.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.28.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Life Company or the Trust at any time from the date hereof upon 180 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Life Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Life Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Life Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Life Company’s 's reasonable judgment, materially impair the Trust’s's, the Distributor’s 's or the Adviser’s 's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Life Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Life Company by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s 's reasonable judgment, materially impair the Life Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Life Company, in the event the Trust’s 's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Life Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Life Company; (g) At the option of the Life Company, upon the Trust’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Life Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Life Company’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Life Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Life Company; (j) At the option of the Life Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Life Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Life Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Life Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Life Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.38.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, at the option of the Life Company, continue to make available additional Fund shares, as provided below, for so long as the Life Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“"Existing Contracts”"). Specifically, without limitation, if the Life Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Life Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Life Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Life Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.48.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Life Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Life Company’s 's assets held in the Separate Accounts or invested directly), and the Life Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Life Company shall have notified the Trust of its intention to do so.

Term Termination. 10.123.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.223.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.323.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.423.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 10.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Corporation at any time from the date hereof upon 180 days’ ninety (90) days written notice, unless a shorter time is agreed to by the partiesparties or a longer time is required by law or regulation, including the need to obtain an order from the SEC; (b) At the option of the Company or the TrustCompany, if Fund shares Portfolio Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company, provided, however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust a Portfolio makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser Corporation by the SEC, FINRA, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the AdviserCorporation’s ability to meet and perform their respective the Corporation’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserCorporation, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trustthe Corporation’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust the Corporation with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s shares Portfolio Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust Corporation if the Variable Contracts cease to qualify as life insurance, endowment or annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust Corporation reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the TrustCorporation’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written advance notice of such breach is delivered to the TrustCorporation; (h) At the option of the TrustCorporation, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust Corporation within ten days after written advance notice of such breach is delivered to the Company; (i) At the option of the TrustCorporation, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (lii) In the event this Agreement is assigned without the prior written consent of the Company, the TrustCorporation, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, a Corporation at the its option of the Company, will continue to allow the Separate Accounts to invest in the Portfolios and make available additional Fund sharesPortfolio Shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if the Company Corporation so elects to allow the Separate Accounts to invest in the Portfolios and make available additional Fund shares availablePortfolio Shares under such circumstances, the owners Owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustPortfolio(s), redeem investments in the Trust Portfolios and/or invest in the Trust Portfolios upon the payment of additional premiums under the Existing Contracts. In If the event of a termination of this AgreementCorporation elects not to allow the Separate Accounts to invest in the Portfolios or make available additional Portfolio Shares under such circumstances, the Company, Company agrees that it shall take all necessary steps to fully redeem the Separate Accounts’ investment in Portfolio Shares and cease new investment in the Portfolios by the Separate Accounts as promptly as is practicable under practicable, and in no event later than sixth months from the circumstancesdate of termination or later notice from the Corporation. This date shall be extended if, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after within such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulationssix-month period, the Company shall not redeem the shares attributable has applied to the Variable Contracts (SEC for a substitution order until such time as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do soSEC issue issues such an order.

Term Termination. 10.1. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 10.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Fund at any time from the date hereof upon 180 days’ ninety (90) days notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company. Prompt notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust Fund makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution insti­tution of formal proceedings against the Trust, the Distributor or Adviser Fund by the SEC, FINRA, or any other regulatory regula­tory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s 's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s Fund's ability to meet and perform their respective obligations the Fund's obliga­tions and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserFund, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s the Fund's reasonable judgment, materially impair the Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust the Fund with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s shares Fund's Shares are not registeredregis­tered, issued or sold in accordance with applicable appli­cable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s Fund's breach of any material provision of this AgreementAgree­ment, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the TrustFund; (h) At the option of the TrustFund, upon the Company’s 's breach of any material provision of this AgreementAgree­ment, which breach has not been cured to the satisfaction of the Trust Fund within ten days after written notice of such breach is delivered to the Company; (i) At the option of the TrustFund, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trustnotice; and (lj) In the event this Agreement is assigned without the prior written consent of the Company, the TrustFund, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, Fund at the option of the Company, Company will continue to make available additional Fund sharesShares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners Owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustFund, redeem investments in the Trust Fund and/or invest in the Trust Fund upon the payment of additional premiums under the Existing Contracts. In the event of a . 10.4 Notwithstanding any termination of this Agreement, each party’s obligation under Article IX to indemnify the Company, as promptly as is practicable under the circumstances, other parties shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effectsurvive. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor or Adviser TRUST by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s TRUST's ability to meet and perform their respective Trust's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserNB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, TRUST at the its option of the Company, may elect to continue to make available additional Fund TRUST shares, as provided below, for so long as the Company TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company TRUST so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyTRUST and NB MANAGEMENT, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser LIFE COMPANY whether the Company TRUST elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effecteffect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3, upon sixty (60) days prior written notice to the other party. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directly), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-said ten- day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor or Adviser TRUST by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s TRUST's ability to meet and perform their respective TRUST's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY and/or its broker-dealer affiliates by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST'S reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trustnotice; and (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserADVISER, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, TRUST at the its option of the Company, may elect to continue to make available additional Fund TRUST shares, as provided below, for so long as the Company TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company TRUST so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyTRUST and ADVISER, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser LIFE COMPANY whether the Company TRUST elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effecteffect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3, upon sixty (60) days' prior written notice to the other party. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directlyAccounts), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 10.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Corporation at any time from the date hereof upon 180 days’ sixty (60) days notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Portfolio Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company, provided, however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust a Portfolio makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser Corporation by the SEC, FINRA, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the AdviserCorporation’s ability to meet and perform their respective the Corporation’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserCorporation, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trustthe Corporation’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust the Corporation with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s shares Portfolio Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust Corporation if the Variable Contracts cease to qualify as life insurance, endowment or annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust Corporation reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the TrustCorporation’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written advance notice of such breach is delivered to the TrustCorporation; (h) At the option of the TrustCorporation, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust Corporation within ten days after written advance notice of such breach is delivered to the Company; (i) At the option of the TrustCorporation, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (lii) In the event this Agreement is assigned without the prior written consent of the Company, the TrustCorporation, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, a Corporation at the its option of the Company, will continue to allow the Separate Accounts to invest in the Portfolios and make available additional Fund sharesPortfolio Shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if the Company Corporation so elects to allow the Separate Accounts to invest in the Portfolios and make available additional Fund shares availablePortfolio Shares under such circumstances, the owners Owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustPortfolio(s), redeem investments in the Trust Portfolios and/or invest in the Trust Portfolios upon the payment of additional premiums under the Existing Contracts. In If the event of a termination of this AgreementCorporation elects not to allow the Separate Accounts to invest in the Portfolios or make available additional Portfolio Shares under such circumstances, the Company, Company agrees that it shall take all necessary steps to fully redeem the Separate Accounts’ investment in Portfolio Shares and cease new investment in the Portfolios by the Separate Accounts as promptly as is practicable under practicable, and in no event later than sixth months from the circumstancesdate of termination or later notice from the Corporation. This date shall be extended if, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after within such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulationssix-month period, the Company shall not redeem the shares attributable has applied to the Variable Contracts (SEC for a substitution order until such time as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do soSEC issue issues such an order.

Term Termination. 10.1. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 10.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ ninety (90) days notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Trust Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company, provided, however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser Trust by the SEC, FINRAthe National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s 's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s 's ability to meet and perform their respective the Trust's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Trust’s 's reasonable judgment, materially impair the Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s shares 's Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written advance notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written advance notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (lii) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, Company will continue to make available additional Fund sharesTrust Shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). , unless the Distributor requests that the Company seek an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for shares of the Portfolio(s) Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners Owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustPortfolio(s), redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.18.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.28.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Life Company or the Trust at any time from the date hereof upon 180 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Life Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Life Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Life Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, the FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Life Company’s 's reasonable judgment, materially impair the Trust’s's, the Distributor’s 's or the Adviser’s 's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Life Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Life Company by the SEC, the FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s 's reasonable judgment, materially impair the Life Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Life Company, in the event the Trust’s 's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Life Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Life Company; (g) At the option of the Life Company, upon the Trust’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Life Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Life Company’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Life Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Life Company; (j) At the option of the Life Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Life Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Life Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Life Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Life Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.38.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, at the option of the Life Company, continue to make available additional Fund shares, as provided below, for so long as the Life Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“"Existing Contracts”"). Specifically, without limitation, if the Life Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Life Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Life Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Life Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Life Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Life Company’s 's assets held in the Separate Accounts or invested directly), and the Life Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Life Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor or Adviser TRUST by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s TRUST's ability to meet and perform their respective TRUST's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserWPG, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, TRUST at the its option of the Company, may elect to continue to make available additional Fund TRUST shares, as provided below, for so long as the Company TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company TRUST so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyTRUST and WPG, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser LIFE COMPANY whether the Company TRUST elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effecteffect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3, upon sixty (60) days prior written notice to the other party. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directlyAccounts), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 60 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten (10) days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-said ten (10) day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser DISTRIBUTOR by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the CompanyLIFE COMPANY’s reasonable judgment, materially impair the Trust’s, the DistributorTRUST’s or the Adviser’s DISTRIBUTOR ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon ten (10) days after receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TrustTRUST’s reasonable judgment, materially impair the CompanyLIFE COMPANY’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon ten (10) days after receipt of notice; (e) At the option of the CompanyLIFE COMPANY, in the event the TrustTRUST’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon ten (10) days after notice to the TrustTRUST; (f) At the option of the Trust TRUST, if the Variable Contracts cease to qualify as annuity contracts or life insurance contractspolicies, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon ten (10) days after receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the TrustTRUST’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten (10) days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the CompanyLIFE COMPANY’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten (10) days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without ten (10) days after notice to the CompanyLIFE COMPANY; (j) At the option of the Company LIFE COMPANY, in the event that any Fund Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to so qualify. Termination shall be effective immediately upon ten (10) days after notice to the TrustTRUST; (k) At the option of the Company LIFE COMPANY, in the event that any Fund Portfolio fails to meet the diversification requirements specified in Article II hereof or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon ten (10) days after notice to the Trust; andTRUST; (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the Trust, the Distributor TRUST and the AdviserDISTRIBUTOR, termination shall be effective immediately upon ten (10) days after such occurrence without notice; and (m) At the option of the LIFE COMPANY, it may substitute shares of another investment company or series thereof for shares of the TRUST in accordance with the terms of the Variable Contracts, provided that the LIFE COMPANY has given at least forty-five days prior written notice to the TRUST of the date of substitution. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust TRUST shall, at the option of the CompanyLIFE COMPANY, continue to make available additional Fund TRUST shares, as provided below, for so long as the Company LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if the Company LIFE COMPANY so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyLIFE COMPANY, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor TRUST and the Adviser DISTRIBUTOR whether the Company LIFE COMPANY elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the CompanyLIFE COMPANY’s assets held in the Separate Accounts or invested directly), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 60 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten (10) days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-said ten (10) day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser DISTRIBUTOR by the SEC, FINRA, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s TRUST's or the Adviser’s DISTRIBUTOR ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon ten (10) days after receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRA, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon ten (10) days after receipt of notice; (e) At the option of the CompanyLIFE COMPANY, in the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon ten (10) days after notice to the TrustTRUST; (f) At the option of the Trust TRUST, if the Variable Contracts cease to qualify as annuity contracts or life insurance contractspolicies, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon ten (10) days after receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten (10) days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten (10) days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without ten (10) days after notice to the CompanyLIFE COMPANY; (j) At the option of the Company LIFE COMPANY, in the event that any Fund Portfolio ceases to qualify as a Regulated Investment Company regulated investment company under Subchapter M of the Code or under any successor or similar provision, or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to so qualify. Termination shall be effective immediately upon ten (10) days after notice to the TrustTRUST; (k) At the option of the Company LIFE COMPANY, in the event that any Fund Portfolio fails to meet the diversification requirements specified in Article II hereof or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon ten (10) days after notice to the Trust; andTRUST; (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the Trust, the Distributor TRUST and the AdviserDISTRIBUTOR, termination shall be effective immediately upon ten (10) days after such occurrence without notice.; and 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at (m) At the option of the CompanyLIFE COMPANY, continue to make available additional Fund shares, as provided below, it may substitute shares of another investment company or series thereof for so long as shares of the Company desires pursuant to TRUST in accordance with the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) provided that the LIFE COMPANY has given at least forty-five days after prior written notice to the Company shall have notified TRUST of the Trust date of its intention to do sosubstitution.

Term Termination. 10.1. 9.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated terminated, as to the Fund or any Portfolio, in accordance with the provisions herein. 10.2. 9.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Fund at any time from the date hereof upon 180 days’ ninety (90) days notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company. Prompt notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust Fund makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser Fund by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s 's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s Fund's ability to meet and perform their respective Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserFund, upon the institution of formal proceedings against the Company by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s Fund's reasonable judgment, materially impair the Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust Fund with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s shares Fund's Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s Fund's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the TrustFund; (h) At the option of the TrustFund, upon the Company’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust Fund within ten days after written notice of such breach is delivered to the Company; (i) At the option of the TrustFund, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the TrustFund, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 9.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 9.2 hereof, the Trust shall, Fund at the option of the Company, Company will continue to make available additional Fund sharesShares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustFund, redeem investments in the Trust Fund and/or invest in the Trust Fund upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 10.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Corporation at any time from the date hereof upon 180 days’ ninety (90) days notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Portfolio Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company, provided, however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust a Portfolio makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser Corporation by the SEC, FINRA, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the AdviserCorporation’s ability to meet and perform their respective the Corporation’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserCorporation, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trustthe Corporation’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust the Corporation with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s shares Portfolio Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust Corporation if the Variable Contracts cease to qualify as life insurance, endowment or annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust Corporation reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the TrustCorporation’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten thirty (30) days after written advance notice of such breach is delivered to the TrustCorporation; (h) At the option of the TrustCorporation, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust Corporation within ten thirty (30) days after written advance notice of such breach is delivered to the Company; (i) At the option of the TrustCorporation, if the Variable Contracts are not registeredregistered or exempt from registration, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (lii) In the event this Agreement is assigned without the prior written consent of the Company, the TrustCorporation, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, a Corporation at the its option of the Company, will continue to allow the Separate Accounts to invest in the Portfolios and make available additional Fund sharesPortfolio Shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if the Company Corporation so elects to allow the Separate Accounts to invest in the Portfolios and make available additional Fund shares availablePortfolio Shares under such circumstances, the owners Owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustPortfolio(s), redeem investments in the Trust Portfolios and/or invest in the Trust Portfolios upon the payment of additional premiums under the Existing Contracts. In If the event of a termination of this AgreementCorporation elects not to allow the Separate Accounts to invest in the Portfolios or make available additional Portfolio Shares under such circumstances, the Company, Company agrees that it shall take all necessary steps to fully redeem the Separate Accounts’ investment in Portfolio Shares and cease new investment in the Portfolios by the Separate Accounts as promptly as is practicable under practicable, and in no event later than sixth months from the circumstancesdate of termination or later notice from the Corporation. This date shall be extended if, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after within such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulationssix-month period, the Company shall not redeem the shares attributable has applied to the Variable Contracts (SEC for a substitution order until such time as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do soSEC issue issues such an order.

Term Termination. 10.18.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.28.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Life Company or the Trust at any time from the date hereof upon 180 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Life Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Life Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Life Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Life Company’s 's reasonable judgment, materially impair the Trust’s's, the Distributor’s 's or the Adviser’s 's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Life Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Life Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s 's reasonable judgment, materially impair the Life Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Life Company, in the event the Trust’s 's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Life Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Life Company; (g) At the option of the Life Company, upon the Trust’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Life Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Life Company’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Life Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Life Company; (j) At the option of the Life Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Life Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Life Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Life Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Life Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.38.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, at the option of the Life Company, continue to make available additional Fund shares, as provided below, for so long as the Life Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“"Existing Contracts”"). Specifically, without limitation, if the Life Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Life Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Life Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Life Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.48.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Life Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Life Company’s 's assets held in the Separate Accounts or invested directly), and the Life Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Life Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 days’ ' written notice, as provided in Article IX- Notices, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser NB MANAGEMENT by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s TRUST's or the Adviser’s NB MANAGEMENT's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the CompanyLIFE COMPANY, in the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the TrustTRUST; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the CompanyLIFE COMPANY; (j) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TrustTRUST; (k) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio fails to meet the diversification requirements specified in Article II hereof or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; andTRUST; (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserNB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust TRUST shall, at the option of the CompanyLIFE COMPANY, continue to make available additional Fund TRUST shares, as provided below, for so long as the Company LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company LIFE COMPANY so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyLIFE COMPANY, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor TRUST and the Adviser NB MANAGEMENT whether the Company LIFE COMPANY elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts Account B or invested directly), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 10.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Fund at any time from the date hereof upon 180 ninety (90) days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company. Prompt notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust Fund makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser Fund by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s 's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s Fund's ability to meet and perform their respective the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserFund, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s the Fund's reasonable judgment, materially impair the Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust the Fund with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s shares Fund's Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s Fund's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the TrustFund; (h) At the option of the TrustFund, upon the Company’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust Fund within ten days after written notice of such breach is delivered to the Company; (i) At the option of the TrustFund, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trustnotice; and (lj) In the event this Agreement is assigned without the prior written consent of the Company, the TrustFund, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, Fund at the option of the Company, Company will continue to make available additional Fund sharesShares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners Owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustFund, redeem investments in the Trust Fund and/or invest in the Trust Fund upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or TRUST, with respect to some or all of the Company or the Trust Portfolios, at any time from the date hereof upon 180 days’ notice60 days advance written notice to the other parties, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund Portfolio shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY; provided that such termination shall apply only to the Portfolio whose shares are not reasonably available; (c) At the option of LIFE COMPANY, if LIFE COMPANY shall determine, in its sole judgment exercised in good faith, that either TRUST or NB MANAGEMENT has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement, or is subject to material adverse publicity. Prompt written notice of election to terminate shall be furnished by the Company. The LIFE COMPANY with said termination will to be effective ten days after upon receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day periodwritten notice; (cd) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser NB MANAGEMENT by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the CompanyLIFE COMPANY’s reasonable judgment, materially impair the Trust’s, the DistributorTRUST’s or the AdviserNB MANAGEMENT’s ability to meet and perform their respective obligations and duties hereunder. Prompt written notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of written notice; (de) At the option of TRUST, if TRUST shall determine, in its sole judgment exercised in good faith, that LIFE COMPANY has suffered a material adverse change in its business, operations, financial condition or prospects since the Trustdate of this Agreement, or is subject to material adverse publicity. Prompt written notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of written notice; (f) At the Distributor or the Adviseroption of TRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TrustTRUST’s reasonable judgment, materially impair the CompanyLIFE COMPANY’s ability to meet and perform its obligations and duties hereunder. Prompt written notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of written notice; (eg) At the option of the CompanyLIFE COMPANY, in the event the TrustTRUST’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon written notice to the TrustTRUST; (fh) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may will fail to so qualify, where such failure to qualify is not attributable to any action or absence of action on the part of TRUST or NB MANAGEMENT. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (gi) At the option of the CompanyLIFE COMPANY, upon the TrustTRUST’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (hj) At the option of the TrustTRUST, upon the CompanyLIFE COMPANY’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (ik) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the CompanyLIFE COMPANY; (jl) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TrustTRUST; (km) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio fails to meet the diversification requirements specified in Article II IT hereof or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; andTRUST; (ln) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserNB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice, unless the party whose rights were not assigned elects to continue the Agreement. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust TRUST shall, at the option of the CompanyLIFE COMPANY, continue to make available additional Fund TRUST shares, as provided below, for so long as the Company LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if the Company LIFE COMPANY so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyLIFE COMPANY, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor TRUST and the Adviser NB MANAGEMENT whether the Company LIFE COMPANY elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the all applicable provisions of this Agreement shall remain in effecteffect until such time as the LIFE COMPANY elects to discontinue the availability of TRUST shares under the Variable Contracts. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactionstransactions or other transactions described in the prospectus or offering memorandum for the Variable Contracts, or as required by state insurance laws or regulations, or other applicable legal precedent, or as necessary to effect a substitution (including but not limited to, a substitution permitted by the Company SEC pursuant to Section 26(c) of the ‘40 Act), LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the CompanyLIFE COMPANY’s assets held in the Separate Accounts or invested directly), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so. 8.5 In the event that the Agreement is terminated pursuant to Section 8.2(b), 8.2(c), 8.2(d), 8.2(g), 8.2(i), 8.2(1), or 8.2(m) or TRUST chooses to liquidate or liquidate a Portfolio, TRUST shall reimburse LIFE COMPANY for all expenses that LIFE COMPANY reasonably incurs in connection with the substitution of shares of another investment company or companies for the shares of the Portfolio(s) as to which the Agreement has been terminated.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY, TRUST or the Trust NBMI at any time from the date hereof upon 180 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST or makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser NBMI by the SEC, FINRASEC or the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s TRUST's ability to meet and perform their respective TRUST's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor TRUST or the AdviserNBMI, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the Company, LIFE COMPANY in the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust TRUST or NBMI if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST or NBMI, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST or NBMI, as appropriate, within ten thirty days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST or NBMI, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the Trust, the Distributor TRUST and the AdviserNBMI, termination shall be effective immediately upon such occurrence without notice; (k) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and such failure is not cured within the grace period afforded by Regulation 1.817-5, or if a Portfolio fails to qualify as a "regulated investment company" pursuant to the requirements set forth in Section 2.8. Termination shall be effective immediately upon notice; (l) At the option of LIFE COMPANY if (i) LIFE COMPANY shall determine, in its sole judgment reasonably exercised in good faith, that NBMI or TRUST has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on NBMI's or TRUST's ability to perform its obligations under this Agreement, (ii) LIFE COMPANY notifies NBMI or TRUST, as appropriate, of that determination and its intent to terminate this Agreement, and (iii) after considering the circumstances since the giving of --- such a notice, the determination of LIFE COMPANY shall continue to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day shall be the effective date of termination; (m) At the option of TRUST or NBMI if (i) TRUST or NBMI shall determine, in its sole judgment reasonably exercised in good faith, that LIFE COMPANY has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on LIFE COMPANY's ability to perform its obligations under this Agreement, (ii) TRUST or NBMI, as appropriate, notifies LIFE COMPANY of that determination and its intent to terminate this Agreement, and (iii) after considering the circumstances since the giving of such --- a notice, the determination of TRUST or NBMI, as appropriate, shall continue to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day shall be the effective date of termination. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Trust shallPortfolios designated in Appendix B), as provided below, at the option of the Company, continue to make available additional Fund shares, as provided below, LIFE COMPANY for so long as the Company LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company LIFE COMPANY so elects for TRUST to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyLIFE COMPANY, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor TRUST and the Adviser NBMI whether the Company LIFE COMPANY elects for TRUST to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the TRUST or NBMI pursuant to Sections 8.2(f),(h),(i), (j) or (m) hereof. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directlyAccounts), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so. 8.5 Notwithstanding any termination of this Agreement, each party's obligations under Article VII to indemnify other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to existing Variable Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement.

Term Termination. 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registeredregistered (in the absence of an available exemption), issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 10.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Fund at any time from the date hereof upon 180 days’ one hundred eighty (180) days notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company. Prompt notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust Fund makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, Fund or the Distributor or Adviser by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s 's reasonable judgment, materially impair the Trust’s, Fund's or the Distributor’s or the Adviser’s 's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserFund, upon the institution of formal proceedings against the Company by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s the Fund's reasonable judgment, materially impair the Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust the Fund with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s shares Fund's Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s Fund's and/or Distributor's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the TrustFund; (h) At the option of the TrustFund, upon the Company’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust Fund within ten days after written notice of such breach is delivered to the Company; (i) At the option of the TrustFund, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the TrustFund, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, Fund at the option of the Company, Company will continue to make available additional Fund sharesShares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustFund, redeem investments in the Trust Fund and/or invest in the Trust Fund upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 10.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Fund at any time from the date hereof upon 180 days’ ninety (90) days notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company. Prompt notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust Fund makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser Fund by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the AdviserFund’s ability to meet and perform their respective the Fund’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserFund, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trustthe Fund’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust the Fund with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the TrustFund’s shares Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the TrustFund’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the TrustFund; (h) At the option of the TrustFund, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust Fund within ten days after written notice of such breach is delivered to the Company; (i) At the option of the TrustFund, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trustnotice; and (lj) In the event this Agreement is assigned without the prior written consent of the Company, the TrustFund, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, Fund at the option of the Company, Company will continue for a period of six (6) months following termination to make available additional Fund sharesShares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners Owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustFund, redeem investments in the Trust Fund and/or invest in the Trust Fund upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor or Adviser TRUST by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s TRUST's ability to meet and perform their respective Trust's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST'S or MANAGERS TRUST'S breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST or MANAGERS TRUST, as appropriate; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor MANAGERS TRUST and the AdviserN&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, TRUST at the its option of the Company, may elect to continue to make available additional Fund TRUST shares, as provided below, for so long as the Company TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company TRUST so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyTRUST and N&B MANAGEMENT, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser LIFE COMPANY whether the Company TRUST elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effecteffect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3, upon sixty (60) days prior written notice to the other party. 10.48.4 If this Agreement is terminated as to any Portfolio by the TRUST pursuant to Section 8.2(a), N&B Management will reimburse LIFE COMPANY for its reasonable costs and expenses in substituting shares of another investment portfolio for the affected Portfolio, or otherwise terminating the participation of the Variable Contracts in such Portfolio. The costs associated with such may include such expenditures as (1) outside counsel fees related to obtaining an exemption order from the SEC and (2) drafting, printing, and mailing costs of the necessary notification forms to be mailed to affected contract holders. 8.5 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directlyAccounts), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser NB MANAGEMENT by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY’S reasonable judgment, materially impair the Trust’s, the Distributor’s TRUST’S or the Adviser’s NB MANAGEMENT’S ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST’S reasonable judgment, materially impair the Company’s LIFE COMPANY’S ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the CompanyLIFE COMPANY, in the event the Trust’s TRUST’S shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the TrustTRUST; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST’S breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY’S breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the CompanyLIFE COMPANY; (j) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TrustTRUST; (k) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio fails to meet the diversification requirements specified in Article II hereof or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; andTRUST; (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserNB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust TRUST shall, at the option of the CompanyLIFE COMPANY, continue to make available additional Fund TRUST shares, as provided below, for so long as the Company LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if the Company LIFE COMPANY so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyLIFE COMPANY, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor TRUST and the Adviser NB MANAGEMENT whether the Company LIFE COMPANY elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the CompanyLIFE COMPANY’s assets held in the Separate Accounts or invested directly), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 10.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Fund at any time from the date hereof upon 180 days’ ninety (90) days notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company. Prompt notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust Fund makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser Fund by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s 's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s Fund's ability to meet and perform their respective the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserFund, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s the Fund's reasonable judgment, materially impair the Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust the Fund with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s shares Fund's Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s Fund's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the TrustFund; (h) At the option of the TrustFund, upon the Company’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust Fund within ten days after written notice of such breach is delivered to the Company; (i) At the option of the TrustFund, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trustnotice; and (lj) In the event this Agreement is assigned without the prior written consent of the Company, the TrustFund, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, Fund at the option of the Company, Company will continue to make available additional Fund sharesShares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners Owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustFund, redeem investments in the Trust Fund and/or invest in the Trust Fund upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. In the event that the termination does not apply to the entire Agreement, any notice of termination shall specify the Fund(s), Variable Contracts, and, if applicable, the Accounts to which the Agreement is to be terminated. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Trust, for cause or for no cause, at any time from the date hereof upon 180 120 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) At the option of the Fund, the Distributor or the Adviser by written notice to the Company, if any one or all of the Fund, the Distributor or the Adviser respectively, shall determine, in their sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition, or prospects since the date of this Agreement. (m) At the option of the Company by written notice to the Fund, the Distributor or the Adviser, if the Company shall determine, in its sole judgment exercised in good faith, that the Fund, the Distributor or the Adviser has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement. (n) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.18.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.28.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Life Company or the Trust at any time from the date hereof upon 180 90 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Life Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Life Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Life Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Life Company’s 's reasonable judgment, materially impair the Trust’s's, the Distributor’s 's or the Adviser’s 's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Life Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Life Company by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s 's reasonable judgment, materially impair the Life Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Life Company, in the event the Trust’s 's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Life Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Life Company; (g) At the option of the Life Company, upon the Trust’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Life Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Life Company’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Life Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Life Company; (j) At the option of the Life Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Life Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust;; and (k) At the option of the Life Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Life Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.38.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, at the option of the Life Company, continue to make available additional Fund shares, as provided below, for so long as the Life Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“"Existing Contracts”"). Specifically, without limitation, if the Life Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Life Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Life Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Life Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.48.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Life Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Life Company’s 's assets held in the Separate Accounts or invested directly), and the Life Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Life Company shall have notified the Trust of its intention to do so.

Term Termination. 10.18.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.28.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Life Company or the Trust at any time from the date hereof upon 180 90 days’ ' written notice, unless a shorter time is agreed to by the parties; (b) At the option of the Life Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Life Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Life Company, upon the institution of formal proceedings against the Trust, the Distributor Distributor, or Adviser by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment judgment, or outcome of which would, in the Life Company’s 's reasonable judgment, materially impair the Trust’s's, the Distributor’s 's, or the Adviser’s 's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Life Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor Distributor, or the Adviser, upon the institution of formal proceedings against the Life Company by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s 's reasonable judgment, materially impair the Life Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Life Company, in the event the Trust’s 's shares are not registered, issued issued, or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Life Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Life Company; (g) At the option of the Life Company, upon the Trust’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Life Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Life Company’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Life Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued issued, or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Life Company; (j) At the option of the Life Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Life Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Life Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Life Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Life Company, the Trust, the Distributor Distributor, and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.38.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, at the option of the Life Company, continue to make available additional Fund shares, as provided below, for so long as the Life Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“"Existing Contracts”"). Specifically, without limitation, if the Life Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Life Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Life Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor Distributor, and the Adviser whether the Life Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.48.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Life Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Life Company’s 's assets held in the Separate Accounts or invested directly), and the Life Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Life Company shall have notified the Trust of its intention to do so.

Term Termination. 10.18.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.28.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser NB MANAGEMENT by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the CompanyLIFE COMPANY’s reasonable judgment, materially impair the Trust’s, the DistributorTRUST’s or the AdviserNB MANAGEMENT’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TrustTRUST’s reasonable judgment, materially impair the CompanyLIFE COMPANY’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the CompanyLIFE COMPANY, in the event the TrustTRUST’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the TrustTRUST; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the TrustTRUST’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the CompanyLIFE COMPANY’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the CompanyLIFE COMPANY; (j) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TrustTRUST; (k) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio fails to meet the diversification requirements specified in Article II hereof or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; andTRUST; (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserNB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 10.38.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust TRUST shall, at the option of the CompanyLIFE COMPANY, continue to make available additional Fund TRUST shares, as provided below, for so long as the Company LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if the Company LIFE COMPANY so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyLIFE COMPANY, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor TRUST and the Adviser NB MANAGEMENT whether the Company LIFE COMPANY elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.48.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the CompanyLIFE COMPANY’s assets held in the Separate Accounts or invested directly), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 90 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten (10) days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-said ten (10) day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser NB MANAGEMENT by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s TRUST's or the Adviser’s NB MANAGEMENT's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon ten (10) days after receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserTRUST, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon ten (10) days after receipt of notice; (e) At the option of the CompanyLIFE COMPANY, in the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon ten (10) days after notice to the TrustTRUST; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon ten (10) days after receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten (10) days after written notice of such breach is delivered to the TrustTRUST; (h) At the option of the TrustTRUST, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust TRUST within ten (10) days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without ten (10) days after notice to the CompanyLIFE COMPANY; (j) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to so qualify. Termination shall be effective immediately upon ten (10) days after notice to the TrustTRUST; (k) At the option of the Company LIFE COMPANY in the event that any Fund Portfolio fails to meet the diversification requirements specified in Article II hereof or if the Company LIFE COMPANY reasonably believes that any Fund Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon ten (10) days after notice to the Trust; andTRUST; (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserNB MANAGEMENT, termination shall be effective immediately upon ten (10) days after such occurrence without notice; (m) At the option of the LIFE COMPANY, it may substitute shares of another investment company or series thereof for shares of the TRUST in accordance with the terms of the Contracts, provided that the LIFE COMPANY has given at least forty-five days prior written notice to the TRUST of the date of substitution; (n) At the option of the LIFE COMPANY, it may elect to move from a direct Advisory relationship to a Subadvised amendment with NB MANAGEMENT provided that the LIFE COMPANY has given at least forty-five days prior written notice to the TRUST, and that NB MANAGEMENT will give the LIFE COMPANY its best efforts to effect this change. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust TRUST shall, at the option of the CompanyLIFE COMPANY, continue to make available additional Fund TRUST shares, as provided below, for so long as the Company LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company LIFE COMPANY so elects to make additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyLIFE COMPANY, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor TRUST and the Adviser NB MANAGEMENT whether the Company LIFE COMPANY elects to continue to make Fund TRUST shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directly), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.1. a. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. b. This Agreement shall terminate in accordance with the following provisions: (a) i. At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) ii. At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) iii. At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) iv. At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) v. At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) vi. At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) vii. At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) viii. At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) ix. At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) x. At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) xi. At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) xii. In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. c. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. d. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company Society or the Trust at any time from the date hereof upon 180 days’ advance written notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustSociety, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt written notice of election to terminate shall be furnished by the CompanySociety. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the CompanySociety, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the CompanySociety’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt written notice of election to terminate shall be furnished by the Company Society with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company Society by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the CompanySociety’s ability to meet and perform its obligations and duties hereunder. Prompt written notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the CompanySociety, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanySociety. Termination shall be effective immediately upon receipt of written notice to the Trust; (f) At Other than as a result of the Trust’s failure to satisfy the representations and warranties in Sections 2.6 and 2.7 of this Agreement, at the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of written notice by the CompanySociety; (g) At the option of the CompanySociety, upon the Trust’s, Distributor’s or Adviser’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company Society within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the CompanySociety’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the CompanySociety; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without receipt of written notice to by the CompanySociety; (j) At the option of the Company Society in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company Society reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon written notice to the Trust; (k) At the option of the Company Society in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company Society reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the CompanySociety, continue to make available additional Fund shares, as provided below, for so long as the Company Society desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company Society so elects to make additional Fund shares available, the owners of the Existing Contracts or the CompanySociety, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the CompanySociety, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company Society elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated or approved transactions, effect a substitution of Fund shares, or as required by state insurance laws or regulations, the Company Society shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the CompanySociety’s assets held in the Separate Accounts Account or invested directly), and the Company Society shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company Society shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust TRUST at any time from the date hereof upon 180 days’ ' written notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund TRUST shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust TRUST makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor TRUST or Adviser ADVISER or any sub-adviser by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, after affording TRUST and ADVISER reasonable opportunity for consultation with LIFE COMPANY, materially impair the Trust’s, the Distributor’s or the Adviser’s TRUST's ability to meet and perform their respective TRUST's obligations and duties hereunder, or result in material harm to the Separate Accounts, LIFE COMPANY, or owners of Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor TRUST or the AdviserADVISER, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s TRUST's or ADVISER's reasonable judgment, after affording LIFE COMPANY reasonable opportunity for consultation with TRUST and ADVISER, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust TRUST with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon TRUST's or ADVISER's breach of any material provision of this Agreement, which breach has not been cured to the Trust’s reasonable satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST or ADVISER, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company TRUST within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustTRUST or ADVISER, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of LIFE COMPANY, upon 75 days written notice of a vote of Variable Contract owners having an interest in a Portfolio and upon written approval of LIFE COMPANY, to substitute the Company shares of another investment company for the corresponding shares of a Portfolio in accordance with the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M terms of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the TrustVariable Contracts; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustTRUST, the Distributor and the AdviserADVISER, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, TRUST at the LIFE COMPANY'S option of the Company, shall continue to make available additional Fund TRUST shares, as provided below, for so long as the Company TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company so elects to make TRUST makes additional Fund TRUST shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustTRUST, redeem investments in the Trust TRUST and/or invest in the Trust TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effecteffect and thereafter either TRUST or LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3, upon sixty (60) days prior written notice to the other party. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directlyAccounts), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust TRUST of its intention to do so.

Term Termination. 10.18.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.28.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Life Company or the Trust at any time from the date hereof upon 180 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Life Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Life Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Life Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, the FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Life Company’s 's reasonable judgment, materially impair the Trust’s's, the Distributor’s 's or the Adviser’s 's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Life Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Life Company by the SEC, the FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s 's reasonable judgment, materially impair the Life Company’s 's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Life Company, in the event the Trust’s 's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Life Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Life Company; (g) At the option of the Life Company, upon the Trust’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Life Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Life Company’s 's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Life Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Life Company; ; (j) At the option of the Life Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Life Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; ; (k) At the option of the Life Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Life Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and and (l) In the event this Agreement is assigned without the prior written consent of the Life Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.38.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, at the option of the Life Company, continue to make available additional Fund shares, as provided below, for so long as the Life Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“"Existing Contracts”"). Specifically, without limitation, if the Life Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Life Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Life Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Life Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.48.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Life Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Life Company’s 's assets held in the Separate Accounts or invested directly), and the Life Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Life Company shall have notified the Trust of its intention to do so.. 988998/1 - 15 -

Term Termination. 10.1. 9.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated terminated, as to the Fund or any Portfolio, in accordance with the provisions herein. 10.2. 9.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust Fund at any time from the date hereof upon 180 days’ ninety (90) days notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustCompany, if Fund shares Shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the Company. Prompt notice of election to terminate shall be furnished by the Company. The , said termination will to be effective ten days after receipt of notice unless the Trust Fund makes available a sufficient number of Fund shares Shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser Fund by the SEC, FINRAthe National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the AdviserFund’s ability to meet and perform their respective Fund’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserFund, upon the institution of formal proceedings against the Company by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TrustFund’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust Fund with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the TrustFund’s shares Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the TrustFund’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the TrustFund; (h) At the option of the TrustFund, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust Fund within ten days after written notice of such breach is delivered to the Company; (i) At the option of the TrustFund, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the TrustFund, the Distributor and the AdviserDistributor, termination shall be effective immediately upon such occurrence without notice. 10.3. 9.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 9.2 hereof, the Trust shall, Fund at the option of the Company, Company will continue to make available additional Fund sharesShares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustFund, redeem investments in the Trust Fund and/or invest in the Trust Fund upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l1) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice; provided, that upon prior written notice to the other party(ies); Company may assign this Agreement to the surviving entity as a result of a merger or consolidation with an affiliate insurance company. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

Term Termination. 10.1. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company LIFE COMPANY or the Trust FUND at any time from the date hereof upon 180 days’ ' notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the TrustLIFE COMPANY, if Fund the FUND shares are not reasonably available to meet the requirements of the Variable ContractsContracts as determined by the LIFE COMPANY. Prompt notice of election to terminate shall be furnished by the Company. The LIFE COMPANY, said termination will to be effective ten days after receipt of notice unless the Trust FUND makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the said ten-day period; (c) At the option of the CompanyLIFE COMPANY, upon the institution of formal proceedings against the Trust, the Distributor or Adviser FUND by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s LIFE COMPANY's reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s FUND's ability to meet and perform their respective the FUND's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the AdviserFUND, upon the institution of formal proceedings against the Company LIFE COMPANY by the SEC, FINRAthe NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s the FUND's reasonable judgment, materially impair the Company’s LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust the FUND with said termination to be effective upon receipt of notice; (e) At the option of the Company, in In the event the Trust’s FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the CompanyLIFE COMPANY. Termination shall be effective immediately upon notice to the Trustsuch occurrence without notice; (f) At the option of the Trust FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the CompanyLIFE COMPANY; (g) At the option of the CompanyLIFE COMPANY, upon the Trust’s FUND's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company LIFE COMPANY within ten days after written notice of such breach is delivered to the TrustFUND; (h) At the option of the TrustFUND, upon the Company’s LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust FUND within ten days after written notice of such breach is delivered to the CompanyLIFE COMPANY; (i) At the option of the TrustFUND, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Companynotice; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the CompanyLIFE COMPANY, the TrustFUND, the Distributor and the AdviserADVISER, termination shall be effective immediately upon such occurrence without notice. 10.3. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 8.2 hereof, the Trust shall, FUND at the its option of the Company, may elect to continue to make available additional Fund the FUND shares, as provided below, for so long as the Company FUND desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“hereinafter referred to as "Existing Contracts”"). Specifically, without limitation, if the Company FUND so elects to make additional Fund FUND shares available, the owners of the Existing Contracts or the CompanyLIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the TrustFUND, redeem investments in the Trust FUND and/or invest in the Trust FUND upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this AgreementAgreement pursuant to Section 8.2 hereof, the CompanyFUND and the ADVISER, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser LIFE COMPANY whether the Company FUND elects to continue to make Fund the FUND shares available after such termination. If Fund the FUND shares continue to be made available after such termination, the provisions of this Agreement shall remain in effecteffect and thereafter either the FUND or the LIFE COMPANY may terminate the Agreement, as so continued pursuant to this Section 8.3, upon sixty (60) days prior written notice to the other party. 10.4. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s LIFE COMPANY's assets held in the Separate Accounts or invested directlyAccounts), and the Company LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Fund Portfolio that was otherwise available under the Variable Contracts, Contracts until thirty (30) days after the Company LIFE COMPANY shall have notified the Trust FUND of its intention to do so.