METLIFE INVESTORS DISTRIBUTION COMPANY SALES AGREEMENT TABLE OF CONTENTS

METLIFE INVESTORS DISTRIBUTION COMPANY
SALES AGREEMENT

TABLE OF CONTENTS

I. DEFINITIONS

II. AUTHORIZATION, REPRESENTATIONS, AND COVENANTS OF METLIFE

III. REPRESENTATIONS AND COVENANTS OF BROKER

IV. COMPLIANCE WITH APPLICABLE LAW

4.1 APPLICABLE LAW

4.2 ANTI-MONEY LAUNDERING AND CUSTOMER IDENTIFICATION

V. PRINCIPLES OF ETHICAL MARKET CONDUCT

VI. COMPENSATION

VII. COMPLAINTS AND INVESTIGATIONS

VIII. RECORDS AND ADMINISTRATION

IX. CUSTOMER INFORMATION AND PROTECTED HEALTH INFORMATION

9.1 CUSTOMER INFORMATION

9.2 PROTECTED HELATH INFORMATION ("PHI")

9.3 PRIVACY NOTICES AND AUTHORIZATION

X. CONFIDENTIAL INFORMATION

10.1 CONFIDENTIAL INFORMATION

10.2 RETURN OF CONFIDENTIAL INFORMATION

10.3 DAMAGES

XI. INDEMNIFICATION

XII. GENERAL PROVISIONS

12.1 TERM AND TERMINATION

12.2 ASSIGNABILITY

12.3 AMENDMENTS

12.4 NOTICES

12.5 ARBITRATION

12.6 GOVERNING LAW

12.7 ENTIRE UNDERSTANDING

12.8 THIRD PARTY BENEFICIARIES

12.9 NON-EXCLUSIVITY

12.10 NON-SOLICITATION OF EMPLOYEES AND AGENTS

12.11 WAIVER

12.12 COUNTERPARTS

12.13 SEVERABILITY

12.14 TRADEMARKS

12.15 PREPARATION OF CERTIFICATES

12.16 PARTIES' CONTROL OF BUSINESS AND OPERATIONS

METLIFE INVESTORS DISTRIBUTION COMPANY
SALES AGREEMENT

This agreement, including the exhibits attached hereto (collectively the
"Agreement") is made, entered into and effective as of ,
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2007, ("Effective Date") by and among MetLife Investors Distribution Company, a
Delaware corporation ("MLIDC"), and , (the "Broker")
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that is registered as a broker dealer with the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as amended, (the
"1934 Act") and a member of the Financial Industry Regulatory Authority
("FINRA") and is also either licensed as an insurance agency or is affiliated
with one or more validly licensed insurance agencies.

WITNESSETH:

WHEREAS, MLIDC and its Affiliates (as hereafter defined) issue or provide access
to certain insurance and financial products;

WHEREAS, Broker sells and services insurance and financial products and wishes
to sell and service certain of MLIDC's and its Affiliates insurance and
financial products;

WHEREAS, MLIDC proposes to compensate Broker for such sales and servicing;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:

ARTICLE I.
DEFINITIONS
-----------

Section 1.1. The following terms, when used in this Agreement, shall have the
meanings set forth in this Article I. Other terms may be defined throughout this
Agreement. Definitions shall be deemed to refer to the singular or plural as the
context requires:

(a) Affiliate - Any entity that directly or indirectly controls, is
controlled by or is under common control with MLIDC or Broker, as
applicable, including, without limitation, any entity that owns 25% or
more of the voting securities of any of the foregoing and any entity
that is a subsidiary of any of the foregoing.

(b) Agency - Those agencies identified in Exhibit D hereto, which are
properly licensed to participate in the business of insurance.

(d) Business Day - Any day other than a Saturday, Sunday or a federal
legal holiday.

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(e) Confidential Information - Includes without limitation, (i)
statistical, premium rate and other information that is identified by
MLIDC as commercially valuable, confidential, proprietary or a trade
secret, including but not limited to information regarding MLIDC's
systems and rating methodology; and (ii) any information identified in
writing by a party as confidential at the time the information is
divulged to the other party.

Confidential Information does not include any information, written or
oral, which (i) at the time of disclosure or thereafter is generally
available in the public domain (other than as a result of a disclosure
in violation of this Agreement), (ii) has been received, obtained,
developed or created by the receiving party independently from the
performance of its obligations under this Agreement, or (iii) was made
available to the receiving party on a non-confidential basis from a
source other than the disclosing party, provided that such source is
not and was not bound by an independent obligation of confidentiality.

(f) Contracts - Those contracts and policies that are identified on
Exhibits A and B attached hereto, which Exhibits may be amended at any
time by MLIDC in its sole discretion.

(g) Customer Complaint - Shall have the meaning given to such term in
Section 7.2 of this Agreement.

(h) Customer Information - Information in electronic, paper or any other
form that Broker or its representatives obtained, had access to or
created in connection with its obligations under this Agreement
regarding individuals who applied for or purchased MLIDC products.
Customer Information includes Nonpublic Personal Information, as
defined below in paragraph (j), and Protected Health Information, as
defined in paragraph (m). Customer Information may also include, but
is not limited to, information such as the individual's name, address,
telephone number, social security number, as well as the fact that the
individual has applied for, is insured under, or has purchased a MLIDC
product. Customer Information does not, however, include information
that is (i) generally available in the public domain (other than as a
result of a disclosure in violation of this Agreement) and is derived
or received from such public sources by Broker; (ii) received,
obtained, developed or created by the Broker independently from the
performance of its obligations under this Agreement; (iii) disclosed
to the Broker by a Third Party, provided such disclosure was made to
Broker without any violation of an independent obligation of
confidentiality or Applicable Law.

(i) HIPAA - The Health Insurance Portability and Accountability Act of
1996, as now in force or hereafter amended, and all related
regulations.

(j) Nonpublic Personal Information - Nonpublic personal information means
financial or health related information by which a financial
institution's consumers and customers are individually identifiable,
including but not limited to nonpublic personal information as defined
by Title V of the Xxxxx-Xxxxx-Xxxxxx Act and regulations adopted
pursuant to the Act.

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(k) Non-variable Contracts - Those Contracts that include, without
limitation, non-variable rate annuity contracts, non-variable life
insurance policies, long term care insurance and other fixed insurance
contracts, issued by MLIDC or its Affiliates, as identified in Exhibit
B, which Exhibit may be amended at any time by MLIDC in its sole
discretion.

(l) Prospectus - The prospectuses and statements of additional information
included within the Registration Statements referred to herein or
filed pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940, as amended.

(m) Protected Health Information ("PHI") - Information related to
individuals who have applied for, have purchased or are insured under
MLIDC products that are considered to be health plans subject to
HIPAA, such as MLIDC's long-term care insurance policies and riders,
for the purposes of this Agreement and, consistent with regulations
issued pursuant to HIPAA. PHI is defined as individually identifiable
information that is transmitted or maintained in any medium and
relates to: the past, present or future physical or mental health or
condition of an individual; the provision of health care to an
individual; or future payment for the provision of health care to the
individual. This definition of PHI includes demographic information
about the individual, including, but not limited to, names, geographic
subdivisions smaller than a state (including but not limited to street
addresses and ZIP codes); all elements of dates (except year) for
dates directly related to an individual, including but not limited to
birth date; telephone numbers; fax numbers; electronic mail (E-mail)
addresses; Social Security numbers; medical record numbers; health
plan beneficiary numbers; account numbers; certificate/license
numbers; vehicle identifiers and serial numbers, including license
plate numbers; device identifiers and serial numbers; Web Universal
Resource Locators; Internet Protocol address numbers; biometric
identifiers, including finger and voice prints; full face photographic
images and any comparable images; and any other unique identifying
number, characteristic, or code.

(n) Registration Statements - Registration statements and amendments
thereto filed with the SEC relating to the Variable Contracts,
including those for any underlying investment vehicle or variable
insurance rider.

(o) Representatives - Those individuals, accepted by MLIDC or its
Affiliates to solicit and sell Contracts under the terms of this
Agreement, who are licensed and appointed as a life insurance agent of
MLIDC or its Affiliates, and with respect to registered products, are
also registered with Broker in compliance with the 1934 Act.

(p) Third Party - A party that is not a signatory to this Agreement.

(q) Variable Contracts - Those Contracts that include variable life
insurance policies, variable annuity contracts, variable insurance
riders and other variable insurance contracts, issued by MLIDC or its
Affiliates, as identified in Exhibit A, which Exhibit may be amended
at any time by MLIDC in its sole discretion.

(r) 1933 Act - The Securities Act of 1933, as amended.

(s) 1934 Act - The Securities Exchange Act of 1934, as amended.

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ARTICLE II

AUTHORIZATIONS, REPRESENTATIONS, AND COVENANTS OF MLIDC
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Section 2.1. Authorization. MLIDC represents that it is duly authorized, on
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behalf of itself and each Affiliate that issues or provides access to the
Contracts, to enter into this Agreement with Broker to distribute such
Contracts.

Section 2.2. Solicitation of Applications.
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(a) Solicit Non-variable Contract Applications. MLIDC authorizes Broker
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through its Representatives to solicit applications for the
Non-variable Contracts, provided that (i) Broker shall not solicit
applications for Non-variable Contracts except in those states where
it and its Representatives are appropriately licensed; (ii) in which
the Non-variable Contracts are qualified for sale under Applicable
Law; and (iii) Broker complies in all other respects with the
published policies and procedures of MLIDC or its Affiliates, as
applicable, and with the terms of this Agreement.

(b) Solicit Variable Contract Applications. MLIDC authorizes Broker
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through its Representatives to offer and sell the Variable Contracts,
provided that (i) Broker shall not solicit applications for Variable
Contracts except in those states where it is and its Representatives
are appropriately licensed; (ii) there is an effective Registration
Statement relating to such Variable Contracts; (iii) such Variable
Contracts are qualified for sale under Applicable Law in such state in
which the sale or solicitation is to take place; and (iv) Broker
complies in all other respects with the published policies and
procedures of MLIDC and its Affiliates, and with the terms of the
Agreement.

Section 2.3. Required Notices to Broker. MLIDC shall notify Broker or its
--------------------------
designee of the issuance by the SEC of any stop order with respect to a
Registration Statement or the initiation of any proceeding by the SEC relating
to the registration and/or offering of Variable Contracts and of any other
action or circumstances that makes it no longer lawful for MLIDC or its
Affiliates to offer or issue one or more of Variable Contracts. MLIDC shall
advise Broker of any revision of or supplement to any Prospectus related to the
Variable Contracts or underlying investments of such Variable Contracts.

Section 2.4. Rights of MLIDC. Without limiting MLIDC and its Affiliates absolute
---------------
control of their business and operations or other rights under this Agreement,
MLIDC and its Affiliates shall specifically retain authority to:

a) refuse for any reason to appoint a Representative and cancel any
existing appointment at any time;

b) direct the marketing of its financial and insurance products and
services;

c) refuse to issue any Product;

d) underwrite all insurance policies issued by it;

e) cancel risks;

f) handle all matters involving claims adjusting and payment;

g) prepare all policy forms and amendments;

h) maintain custody of, responsibility for and control of all
investments; and

i) withdraw a Contract from sale or change or amend a Contract at MLIDC's
discretion.

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Section 2.5. Broker's Access to Copies of Documents. During the term of this
--------------------------------------
Agreement, MLIDC shall provide Broker, without charge and when applicable, with
as many copies of the Contract prospectus(es), current underlying mutual fund
prospectus(es), statements of additional information and applications for the
Contracts, as Broker may reasonably request. Upon receipt from MLIDC of updated
copies of the Contract prospectus(es), current underlying mutual fund
prospectus(es), statements of additional information and applications for the
Contracts, Broker shall promptly discard or destroy all copies of such documents
previously provided to them, except such copies as are needed for purposes of
maintaining records as may be required in Article VIII and by Applicable Law.
Upon termination of this Agreement, Broker shall promptly return to MLIDC all
Contract prospectus(es), current underlying mutual fund prospectus(es),
statements of additional information, Contract applications and other materials
and supplies furnished by MLIDC to Broker or to its Representatives, except for
copies required for maintaining records as may be required in Article VIII and
by Applicable Law.

Section 2.6. Advertising Material. During the term of this Agreement, MLIDC or
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its Affiliates shall be responsible for providing and approving all promotional,
sales and advertising material to be used by Broker. MLIDC shall file such
materials or shall cause such materials to be filed with the SEC, FINRA, and any
state securities or insurance regulatory authorities, as required by Applicable
Law.

Section 2.7. Marketing Reports. MLIDC or its Affiliate shall compile periodic
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marketing reports summarizing sales results to the extent reasonably requested
by Broker.

ARTICLE III

REPRESENTATIONS AND COVENANTS OF BROKER
---------------------------------------

Section 3.1. Appointment of Broker. Broker shall solicit, sell and service the
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Contracts and shall use commercially reasonable efforts to find suitable
purchasers for the Contracts. Broker represents and warrants that it shall only
offer Contracts in those states where it or its Agency is appropriately licensed
and has obtained any other appointments, approvals, licenses, authorizations,
orders or consents which are necessary to enter into this Agreement and to
perform its duties hereunder.

Section 3.2. Licenses, Appointments and Approvals. Broker represents and
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warrants that it is a registered broker-dealer under the 1934 Act, has all
necessary broker-dealer licenses, is a member in good standing with the FINRA,
and is licensed as an insurance broker and has obtained any other approvals,
licenses, authorizations, orders or consents which are necessary to enter into
this Agreement and to perform its duties hereunder. Broker further represents
that its Representatives who shall be soliciting applications for the Contracts,
whether alone or jointly with representatives of MLIDC or its designee, shall at
all times be appropriately registered and/or licensed as required by Applicable
Law and shall comply with all requirements of Applicable Law. Broker further
represents that neither it nor any of its Representatives are currently under
investigation by any insurance regulator, the FINRA, any other self-regulatory
organization or other governmental authority, including but not limited to the
SEC and Departments of Insurance (except for any investigations of which it has
notified MLIDC in writing). Broker further represents that it shall notify MLIDC
of the existence and subject matter of any formal or informal investigation of
Broker or any of its agents that is commenced by any insurance regulator, the
FINRA or SEC, any other self regulatory organization or other governmental
authority, in connection with the sale of the Contracts. Broker further
represents that it shall immediately notify MLIDC in writing if it or any of its
Representatives have any of their respective licenses, which are required under
this Agreement for the solicitation of, sale of or provision of services to the
Contracts, surrendered, removed, revoked, cancelled or suspended, whether
voluntarily or involuntarily.

Section 3.3. Policies and Procedures. Broker shall comply with the policies and
-----------------------
procedures of MLIDC and its Affiliates with respect to the solicitation, sales
and administration of Contracts and services Broker and Representatives are
authorized to sell and service under the Agreement, including, but not limited
to, privacy policies and procedures, as those policies and procedures may be
provided to Broker by MLIDC from time to time.

Section 3.4. Disclosure of Relationship with MLIDC and Disclosure of
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Compensation. If and as required by Applicable Law, Broker shall disclose in
------------
writing to each applicant for a Contract Broker's relationship with MLIDC

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and the compensation, and anything of value, Broker receives from MLIDC for the
services performed under this or any other Agreement. MLIDC reserves the right
to disclose to its purchasers of Contracts, and potential purchasers of
Contracts, details regarding compensation, and anything of value, it, and any
MLIDC affiliate, may pay to Broker, or any of its affiliates, under this
Agreement and any other agreement.

Section 3.5. Education, Training, Supervision and Control of Representatives.
---------------------------------------------------------------
Broker shall train, supervise and be solely responsible for the conduct of its
Representatives in their solicitation and servicing activities in connection
with the Contracts, and shall supervise Representatives' strict compliance with
Applicable Law, as well as the rules and procedures of MLIDC pertaining to the
solicitation, sale and submission of applications for the Contracts and the
provision of services relating to the Contracts. Broker shall conduct background
investigations of its current and proposed new Representatives to determine
their qualifications, good character and moral fitness to sell the Contracts and
shall provide MLIDC with copies of such investigations upon MLIDC's written
request. Likewise, Broker is solely liable for the acts and omissions of its
Representatives in the course of conducting its business.

Section 3.6. Broker/Representative Communications. Neither Broker nor any of its
------------------------------------
Representatives, are authorized by MLIDC or its Affiliates to give any
information or make any representation in connection with this Agreement or the
offering of the Contracts other than those contained in the Contract,
Prospectus, or promotional material authorized for use in writing by MLIDC or
its Affiliates. Broker shall not make any representations or give information
that is not contained in the Contract, Prospectus or promotional material of the
Contracts.

Section 3.7. Suitability Requirements. Broker shall establish and maintain a
------------------------
system to supervise its Representatives reasonably designed to ensure that, in
making a recommendation to purchase a Contract (including as a part of an
exchange), the Representative has reasonable grounds to believe that, based on
facts disclosed by the purchaser, the purchase of the Contract is suitable for
the purchaser as and to the extent required by Applicable Law. As part of the
supervisory system, Broker shall maintain written procedures and conduct
periodic reviews of its records that are reasonably designed to achieve
compliance with these requirements. Broker shall be solely responsible for
determining the suitability of recommendations to purchase a Contract made by
its Representatives in accordance with Applicable Law, and shall, upon a
reasonable written request from MLIDC, provide written documentation of such
process, including without limitation the certifications required in Section
4.3. To the extent required by Applicable Law and upon written request from
MLIDC, Broker shall promptly provide documentation and other information
reasonably necessary to allow MLIDC or its Affiliates to determine that Broker
is performing the required functions described above.

Section 3.8. Application Review. Broker shall review diligently all Contract
------------------
applications for accuracy and completeness and for compliance with the
conditions herein, including the suitability and prospectus delivery
requirements, and shall take all reasonable and appropriate measures to ensure
that applications submitted to MLIDC are accurate, complete, compliant with the
conditions herein, and approved by a qualified registered principal.

Section 3.9. Replacement. Broker certifies on behalf of itself, its
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Representatives and its Agencies that it shall adhere to Applicable Law before
it receives or solicits any applications for Contracts. In addition to the
conditions and limitations elsewhere contained in this Agreement and the
Compensation Schedules, no first year commission shall be payable on
replacements or switches of any Contract with another Contract, which are
undisclosed, and which require disclosure by Applicable Law or MLIDC's or its
Affiliates' rules on replacement transactions. Specific replacement or switching
rules of each applicable Affiliate are described in the Rewritten Business
Rules, which are attached hereto as Exhibit C and incorporated herein by
reference and which may be amended at any time by MLIDC in its sole discretion.

MLIDC shall provide Broker with written guidelines of MLIDC's position with
respect to the acceptability of replacements (the "Replacement Guidelines"),
which Replacement Guidelines may be amended at any time by MLIDC in its sole
discretion. Broker shall provide each of its Representatives with a copy of the
Replacement Guidelines. Broker shall establish and maintain a system to
supervise its Representatives reasonably designed to review the appropriateness
of each replacement transaction and each transaction's conformity with the
Replacements Guidelines. As part of its supervisory system, Broker shall
implement procedures that are reasonably

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designed to detect transactions that are replacements of existing policies or
contracts, but that have not been reported as such by the Representative making
the sale. These procedures must include, but are not limited to, systematic
customer surveys and interviews, confirmation letters and programs of internal
monitoring. Broker shall be solely responsible for determining that a
replacement transaction by any of its Representatives is in compliance with
MLIDC's Replacement Guidelines and with Applicable Law. To the extent required
by Applicable Law and upon written request from MLIDC, Broker shall promptly
provide documentation and other information reasonably necessary to allow MLIDC
or its Affiliates to determine that Broker is performing the required functions
described in this Section 3.9.

Section 3.10. Audit of Representatives. Broker shall maintain reasonable
------------------------
procedures for its periodic audit of its Representatives' sales practices and
shall, upon a reasonable written request from MLIDC, provide a written report to
MLIDC on the results of such audits; provided, however, that Broker shall retain
sole responsibility for the supervision, inspection and control of its
Representatives.

Section 3.11. Collection of Payments. Only the initial purchase payments for the
----------------------
Contracts shall be collected by Representatives of Broker. All such purchase
payments shall be remitted promptly in full (and in no event later than the time
permitted under Applicable Law) together with any related application, forms and
any other required documentation to MLIDC or the appropriate Affiliate. The
Broker shall make such remittances in accordance with any and all policies and
procedures described in the Contract, prospectus, if appropriate, or as
otherwise adopted by MLIDC and its Affiliates.

Section 3.12. Contract Delivery. Unless otherwise requested by Broker and agreed
-----------------
to by MLIDC, once a Contract has been issued, it shall be delivered to Broker
and, after review by Broker, shall be timely delivered by Broker to the
applicant, accompanied by any documents required to be delivered by Applicable
Law and any additional appropriate documents. In the case of long-term care
insurance, Broker shall ensure delivery of each new long-term care insurance
contract within thirty (30) days of the contract's approval date. MLIDC shall
confirm or cause to be confirmed to customers all Contract transactions, to the
extent required by Applicable Law, and shall administer the Contracts after they
have been delivered, but may from time to time require assistance from Broker.
If a purchaser exercises the free look rights under a Contract, Broker shall
indemnify MLIDC for any loss incurred by MLIDC or its Affiliates that results
from Broker's failure to promptly deliver such Contract to its purchaser.

Section 3.13. Rejection of Applications and Return of Contracts. Broker
-------------------------------------------------
acknowledges that MLIDC, on behalf of itself and its Affiliates, shall have the
unconditional right to reject, in whole or in part, any application for a
Contract. If MLIDC rejects an application, MLIDC or its Affiliate shall
immediately return any purchase payments received directly to the Broker, and
Broker shall be responsible for promptly returning such payments to the
purchaser. If any purchaser of a Contract elects to return such Contract
pursuant to any law or contractual provision, any purchase payment made or such
other amount, as the Contract or Applicable Law shall specify, shall be returned
by MLIDC or its Affiliates to the Broker and the Broker shall be responsible for
promptly returning such payments to the purchaser.

Section 3.14. Independent Contractor. Except as otherwise required by Applicable
----------------------
Law, Broker is not a principal, underwriter or agent of MLIDC or its Affiliates,
or any separate account of MLIDC or its Affiliates. It is understood and
acknowledged that Broker, its agents, designees or Representatives are
independent contractors and not employees of MLIDC or any of its subsidiaries or
affiliates. None of the terms of this Agreement shall be construed as creating
an employer-employee relationship between Broker, its agents, designees or
Representatives, on the one hand, and MLIDC, on the other hand. Broker, its
agents and its other representatives, shall not hold themselves out to be
employees of MLIDC or its Affiliates in this connection or in any dealings with
the public. Neither Broker nor its agents, designees or other representatives
shall have authority on behalf of MLIDC or its Affiliates to alter or amend any
Contract or any form related to a Contract to adjust or settle any claim or
commit MLIDC or its Affiliates with respect thereto, or bind MLIDC or its
Affiliates in any way; or enter into legal proceedings in connection with any
matter pertaining to MLIDC's business without its prior written consent. Broker
shall not expend, nor contract for the expenditure of, funds of MLIDC or its
Affiliates nor shall Broker possess or exercise any authority on behalf of MLIDC
other than that expressly conferred on Broker by this Agreement.

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Section 3.15. Promotional Materials. To the extent that Broker uses brochures,
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other promotional materials and literature, and training material in connection
with marketing or servicing Contracts, or that mention MLIDC, its products or
services in any way (collectively referred to herein as "MLIDC Materials"), such
MLIDC Materials shall only be used with the prior written approval of MLIDC.
Similarly, Broker shall not use any information related to MLIDC or Contracts on
any Web site without the prior written consent of MLIDC. Any requests for
written approval of materials for use by Broker shall be submitted in writing by
Broker to the individual and offices as directed by MLIDC.

Section 3.16. Instructions by Representative. Broker and Agency shall be solely
------------------------------
responsible for the accuracy and propriety of any (i) instruction given to MLIDC
by a Representative on behalf of an owner or prospective owner of a Contract, or
(ii) action taken by a Representative on behalf of an owner or prospective owner
of a Contract. MLIDC shall have no responsibility or liability for any action
taken or omitted by it in reliance on or by acceptance of such an instruction or
action.

Section 3.17. Furnishing Information. Broker shall furnish MLIDC and any
----------------------
regulatory authority with jurisdiction over the subject matter of this Agreement
with any information, documentation, or reports prepared in connection with or
related to this Agreement which may be requested by MLIDC or such a regulatory
authority in order to ascertain whether the operations of MLIDC or Broker
related to the Contracts are being conducted in a manner consistent with
Applicable Law.

Section 3.18. Authority. Broker represents that it has full authority to enter
---------
into this Agreement and that by entering into this Agreement it shall not impair
any other of its contractual obligations with respect to sales of any Contract.

Section 3.19. Insurance Coverage.
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a) Fidelity Bond. Broker shall secure and maintain a fidelity bond
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(including coverage for larceny and embezzlement), issued by a bonding
company acceptable to MLIDC, covering all of its directors, officers,
agents, Representatives, associated persons and employees who have
access to funds of MLIDC or its Affiliates. This bond shall be
maintained at Broker's expense in at least the amount prescribed under
Rule 3020 of the FINRA Conduct Rules or future amendments thereto.
Broker shall provide MLIDC with satisfactory evidence of said bond
upon MLIDC's reasonable request. Broker hereby assigns any proceeds
received from a fidelity bonding company, or other liability coverage,
to MLIDC, for itself or on behalf of its Affiliates, as their interest
may appear, to the extent of its loss due to activities covered by the
bond, policy or other liability coverage.

b) Plan of Insurance. Broker shall maintain in full force and effect
-----------------
during the term of this Agreement a plan of insurance (which may be a
plan of self-insurance if agreed to by MLIDC) which shall provide
coverage for errors and omissions of Broker and its directors,
officers, employees, agents, Agencies and Representatives, in such
amounts and scope of coverage as are acceptable to MLIDC in its sole
discretion. If requested by MLIDC, Broker shall provide evidence of
coverage under an insurance policy, or a plan of self-insurance,
satisfactory to MLIDC showing the amount and scope of coverage
provided. If such insurance plan terminates for any reason during the
term of this Agreement, Broker shall immediately notify MLIDC in
writing of such termination and MLIDC shall have the right to
immediately terminate this Agreement.

c) Loss of coverage. The authority of any Representative to solicit and
----------------
procure Contracts hereunder shall terminate automatically upon the
termination of such Representative's coverage under the Broker's
fidelity bond or plan of insurance referred to in subsections (a) and
(b) above.

Section 3.20. Agency Distribution of Variable Contracts. In such cases where
-----------------------------------------
Broker intends to distribute the Variable Contracts through an Agency, Broker
further represents that Agency shall engage in the offer or sale of Variable
Contracts only through persons who are Representatives of the Broker. Broker
shall further ensure that

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unregistered employees shall not engage in any securities activities requiring
registration, nor receive any compensation based on transactions in securities
or the provision of securities advice.

Section 3.21. Market Timing.
--------------

(a) Broker shall not, and Broker shall take all steps necessary to ensure
that its Representatives and any Agency shall not (i) solicit, offer
or sell Variable Contracts in connection with or to facilitate any
program, plan or arrangement involving market timing transactions in
underlying mutual funds within Variable Contracts, or (ii) take any
other actions that would promote, encourage or facilitate market
timing transactions in the underlying mutual funds within Variable
Contracts.

(b) Notwithstanding the foregoing, Broker and its Representatives may
provide incidental services in the form of guidance to applicants and
owners of Variable Contracts regarding the allocation of premium and
Variable Contract value, provided that such services are (i) solely
incidental to Broker's activities in connection with the sales of the
Variable Contracts, (ii) subject to the supervision and control of
Broker, (iii) furnished in accordance with any rules and procedures
that may be prescribed by MLIDC, and (iv) not promoting, encouraging
or facilitating market timing transactions in the underlying mutual
funds within Variable Contracts.

Section 3.22. Prohibited Solicitation With Contract Holders. For a period of 12
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months after termination of the Agreement, the Broker and Agency shall not,
directly or indirectly, and on a systematic basis, contact the contract holders
of MLIDC or its Affiliates or condone such contact for the purpose of inducing
any such contract holders to lapse, cancel, and fail to renew or replace any
Contract. If the Broker or Agency, in the judgment of MLIDC is determined to
have engaged in such prohibited activity, then MLIDC shall have the right to
declare the Broker's and Agency's claims for compensation or any other benefit
under the Agreement to be forfeited and void. MLIDC, on behalf of itself and its
Affiliates, may also pursue all remedies, including injunction, to assure
compliance with the covenants in this Section 3.22 and shall, if successful, be
entitled to recover from the Broker and Agency all costs and expenses incurred
in pursuing such remedies, including reasonable attorneys' fees.

ARTICLE IV
COMPLIANCE WITH APPLICABLE LAW
------------------------------

Section 4.1. Applicable Law. MLIDC and Broker shall comply with all applicable
---------------
state and federal statutes, laws, rules, and regulations including without
limitation, state insurance laws, rules and regulations, and federal and state
securities laws, rules and regulations ("Applicable Law"). Applicable Law also
includes applicable guidelines, policies, and rulings of federal and state
regulatory organizations and agencies, including without limitation state
insurance departments, the SEC and the FINRA, consumer privacy laws, HIPAA and
any other state or federal laws, rules or regulations and decisions, orders and
rulings of state and federal regulatory agencies that are now or may hereafter
become applicable to the parties hereto and the transactions that are the
subject of this Agreement.

Section 4.2. Anti-Money Laundering and Customer Identification.
--------------------------------------------------

a) Broker shall comply with all applicable anti-money laundering laws,
regulations, rules and government guidance, including the reporting,
recordkeeping and compliance requirements of the Bank Secrecy Act
("BSA"), as amended by The International Money Laundering Abatement
and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT
Act ("the Act"), its implementing regulations, and related SEC and SRO
rules. These requirements include requirements to identify and report
currency transactions and suspicious activity, to implement a customer
identification program to verify the identity of customers, and to
implement an anti-money laundering compliance program. As required by
the Act, Broker certifies that it has: a comprehensive anti-money
laundering compliance program that includes, policies, procedures and
internal controls for complying with the BSA; policies, procedures and
internal controls for identifying, evaluating and reporting suspicious
activity; a designated compliance officer or officers; training for
appropriate persons; and an independent audit function.

Page 9 of 27

b) Further Broker certifies, and shall certify to MLIDC annually
hereafter, that it has established and implemented a training program
for appropriate persons, including appropriate employees and all
Representatives registered with Broker, and that such program includes
training on the requirements of Broker's anti-money laundering
compliance program and on the identification of "red flags" associated
with money laundering risks related to MLIDC's covered products, as
they are defined in the regulations promulgated under Section 352 of
the Act in accordance with the definitions provided in Section
103.37(a)(4).

Broker shall provide training to all appropriate persons, including
its appropriate employees and all Representatives registered with
Broker concerning their responsibilities under the company's
anti-money laundering program, and that such training shall include
instruction on the identification of "red flags" associated with money
laundering risks related to MLIDC's covered products, as they are
defined in the regulations promulgated under Section 352 of the Act in
accordance with the definitions provided in Section 103.37(a)(4).

c) Further Broker certifies, and shall certify to MLIDC annually
hereafter, that it has established and implemented a Customer
Identification Program, in compliance with applicable regulations, as
part of its anti-money laundering compliance program that, at a
minimum, requires: (i) the verification of the identity of any
customer seeking to open an account; (ii) the retention of a record of
the information used to verify each customer's identity; and (iii) the
determination, within a reasonable time before or after the account is
opened, as to whether the customer appears on any lists of known or
suspected terrorists or terrorist organizations as provided to it by
any government agency.

d) Broker shall verify the identity of each customer that it introduces
to MLIDC, whether through documentary or non-documentary means, and
that MLIDC shall rely upon such verification, as prescribed by the
regulations promulgated under Section 326 of the Act in accordance
with the safe-harbor provided in Section 103.122(b)(6) of the
regulations under the Act.

e) Broker shall immediately notify MLIDC of any activity, behavior, or
transaction that results in Broker filing a suspicious activity report
and that it shall share information to the extent permissible under
the regulations promulgated under Section 314 of the Act in accordance
with the safe harbor provided in Section 103.110(b)(5) of the
regulations under the Act.

Section 4.3. Suitability Certification. To the extend required by Applicable Law
--------------------------
and in accordance with Section 3.7, Broker hereby certifies, and shall hereafter
annually certify in writing to MLIDC, to the following:

With respect to the solicitation and sale of fixed and variable
annuity Contracts offered by MLIDC and its Affiliates, Broker has in
place a system to supervise recommendations made for the Contracts
that is reasonably designed to achieve compliance with state insurance
laws or regulations regarding suitability and, with respect to
variable annuities, to comply with applicable FINRA Conduct Rules,
including Rule 2310, regarding suitability. As part of this
supervisory system Broker maintains written procedures and conducts
periodic reviews of its records that are reasonably designed to
achieve compliance with these requirements.

Annual certificates shall be signed by an authorized senior officer or manager
of the Broker with responsibility for overseeing annuity sales practices and who
has a reasonable basis on which to make the certification on behalf of the
Broker.

ARTICLE V
PRINCIPLES OF ETHICAL MARKET CONDUCT
------------------------------------

Page 10 of 27

Section 5.1. IMSA. MLIDC is a member of the American Council of Life Insurance's
-----
Insurance Marketplace Standards Association (IMSA), and expects that Broker
shall abide by the six principles of ethical market conduct set forth by IMSA in
connection with all Contracts sold pursuant to this Agreement. The six
principles are as follows: (a) to conduct business according to high standards
of honesty and fairness and to render that service to its customers which in the
same circumstances, it would apply to or demand for itself; (b) to provide
competent and customer focused sales and service; (c) to engage in active and
fair competition; (d) to provide advertising and sales material that are clear
as to purpose and honest and fair as to content; (e) to provide fair and
expeditious handling of customer complaints and disputes; and (f) to maintain a
system of supervision and review that is reasonably designed to achieve
compliance with these principles of ethical market conduct. Broker shall furnish
information, documentation and reports to MLIDC as it may reasonably request in
order to permit MLIDC to ascertain whether Broker is conducting its operations
in accordance with the Principles of Ethical Market Conduct.

ARTICLE VI
COMPENSATION
------------

Section 6.1. Payment Under Compensation Schedules. MLIDC shall pay Broker
-------------------------------------
compensation for the sale of each Contract sold by Representatives of Broker as
set forth in Exhibits A and B. MLIDC shall identify to Broker with each such
payment the name or names of the Representative(s) of Broker who solicited each
Contract covered by the payment. Broker shall be responsible for issuing checks,
statements or forms for tax purposes and other administrative duties connected
with compensation of such Representatives. Unless otherwise agreed upon by the
parties, MLIDC shall have no obligation to any of the employees, agents or
Representatives of Broker or Agency for the payment of any compensation. Unless
otherwise provided in Exhibits A and B, compensation on the Contracts, including
the commissions and fees therein, may be amended by MLIDC at any time, in any
manner, and without prior notice.

Section 6.2. Sole Discretion to Refund Premiums. Broker recognizes that MLIDC
-----------------------------------
and its Affiliates have sole discretion to refund or return purchase payments
paid by applicants.

Section 6.3. Chargeback of Compensation. Except as otherwise may be provided in
---------------------------
Exhibit A and B, no compensation shall be payable in connection with a purchase
payment, and any compensation already paid shall be promptly returned to MLIDC
on request, under each of the following conditions:

a) if MLIDC or its Affiliates, in their sole discretion, determine not to
issue the Contract applied for;

b) if MLIDC or its Affiliates refund or return the purchase payment paid
by the applicant for any reason, in whole or in part; or

c) MLIDC or its Affiliates determine that any person signing an
application who is required to be registered and/or licensed or any
other person or entity receiving compensation for soliciting purchases
of the Contracts is not duly registered and/or licensed to sell the
Contracts in the jurisdiction of such attempted sale.

Section 6.4. Offset. When commission has been paid to a Broker hereunder for a
-------
purchase payment that has since been refunded or returned to the purchaser,
MLIDC may, at its option, offset the amount of that commission against any other
amounts payable to Broker by MLIDC or any one or more of its Affiliates. In
addition, MLIDC may at any time offset against any compensation payable to the
Agency or its successors or assigns, any indebtedness due from the Agency to
MLIDC or its Affiliates. Nothing contained herein shall be construed as giving
Broker, Agency or Representative the right to incur any indebtedness on behalf
of MLIDC or its Affiliates. Any remaining indebtedness of Broker to MLIDC or its
Affiliates arising under this Agreement shall be a first lien against any monies
payable hereunder. The right of Broker, or any person claiming through Broker to
receive any compensation provided by this Agreement shall be subordinate to the
right of MLIDC to offset such compensation against any such indebtedness of the
Broker to MLIDC or its Affiliates.

Page 11 of 27

Section 6.5. No Right to Withhold. Neither Broker nor any of its Representatives
--------------------
shall have any right to withhold or deduct any part of any premium or other
purchase payment it shall receive with respect to the Contracts covered by this
Agreement for purposes of payment of commission or for any other purpose.

Section 6.6. Impact on Termination. MLIDC shall pay compensation to Broker for
---------------------
Contracts credited to an Agency prior to the termination date of this Agreement,
as set forth in Exhibits A and B. Such compensation shall be payable when the
premium is due and paid to MLIDC subject to the provisions of this Agreement and
of the Compensation Schedule(s).

Section 6.7. MLIDC Payment of Compensation; Discharge of Obligation. Agency and
------------------------------------------------------
Broker hereby acknowledge that compensation attributable to the sale of any
Contract issued by an Affiliate may be payable directly by MLIDC, in its
discretion, to Agency or Broker where permitted, and not by the Affiliate.
Agency and Broker further acknowledge that such payment of compensation by MLIDC
attributable to the sale of such Contracts shall constitute a complete discharge
of the obligation to pay compensation by the Affiliate issuer under this
Agreement. The foregoing manner of payment shall not affect the right of offset
or chargeback as referred to in Sections 6.3 and 6.4 of this Agreement, or other
compensation rules as may be set forth in this Agreement, Exhibits A and B, or
rules of the MLIDC or its Affiliates.

Section 6.8. Expenses. Broker is responsible for all expenses incurred by the
--------
Broker, except as may be agreed to in writing by MLIDC prior to the Broker
incurring such expenses. Additionally, MLIDC shall, at its expense, provide its
standard advertising and promotional material to the Broker when deemed
appropriate by MLIDC.

Section 6.9. Conflict. With respect to compensation under this Agreement, in the
---------
event that anything contained in this Article 6 conflicts with the terms of the
compensation described in the attached Exhibits A and B, the terms contained in
Exhibits A and B shall prevail.

ARTICLE VII
COMPLAINTS AND INVESTIGATIONS
-----------------------------

Section 7.1. Investigation by Regulator. Broker and MLIDC shall cooperate fully
--------------------------
in any regulatory investigation or proceeding or judicial proceeding arising in
connection with the offer, sale, and/or servicing of the Contracts.

Section 7.2. Customer Complaints. The term Customer Complaint shall mean an oral
-------------------
or written communication either directly from the purchaser of or applicant for
a Contract covered by this Agreement or his/her legal representative, or
indirectly from a regulatory agency to which he/she or his/her legal
representative has expressed a grievance.

Section 7.3. Notice and Handling of Customer Complaints.
------------------------------------------

a) MLIDC shall promptly notify Broker of MLIDC's receipt of notice of any
Customer Complaints relating to sales practices or marketing issues
relating to the Contracts by forwarding to Broker a copy of any
written materials in connection with such Customer Complaint and any
additional information as may be necessary to furnish a complete
understanding of same. Broker shall be responsible for resolving
Customer Complaints involving sales practices or marketing issues.
MLIDC shall cooperate with Broker and provide information to Broker
related to sales practices and marketing Customer Complaints that is
reasonably required by Broker to facilitate the resolution of such
Customer Complaints. During the resolution of a sales practices or
marketing related Customer Complaint, Broker shall provide MLIDC with
a copy of all correspondence sent and received regarding that Customer
Complaint. Nothing contained in this Section 7.3 (a) shall limit
MLIDC's right to settle as described in Section 7.4.

b) Broker shall promptly notify MLIDC of Broker's receipt of notice of
any Customer Complaint by forwarding to MLIDC a copy of any written
materials in connection with the Customer Complaint

Page 12 of 27

and such additional information as may be necessary to furnish a
complete understanding of same. MLIDC shall be responsible for
resolving Customer Complaints involving administrative issues. Broker
shall cooperate with MLIDC and provide information to MLIDC related to
administrative Customer Complaints that is reasonably required by
MLIDC to facilitate the resolution of such Customer Complaints.

Section 7.4. Right to Settle. MLIDC reserves the right to settle on behalf of
---------------
itself, and on behalf of itself and Broker collectively if Broker agrees, any
claims, complaints or grievances made by applicants, contract holders or others
in connection with the Contracts, and concerning any conduct, act or omission by
the Broker or its agents or representatives with respect to the Contracts or any
transactions arising out of this Agreement. If Broker does not agree to a
collective settlement with MLIDC and MLIDC, on behalf of itself, settles the
matter, Broker shall indemnify and hold harmless MLIDC from any and all claims,
complaints or grievances made by Broker or any applicant, contract holder or
other person or entity made in connection with such matter.

ARTICLE VIII
RECORDS AND ADMINISTRATION
--------------------------

Section 8.1. Books and Records. Broker shall maintain all books and records as
------------------
required by Rules 17a-3 and 17a-4 under the 1934 Act, except to the extent that
MLIDC may agree in writing to maintain any such records on Broker's behalf.
Records subject to any such agreement shall be maintained by MLIDC as agent for
Broker in compliance with said rules, and such records shall be and remain the
property of Broker and be at all times subject to inspection by the SEC in
accordance with Section 17(a) of that Act. Nothing contained herein shall be
construed to affect MLIDC's or its Affiliates' right to ownership and control of
all records and documents pertaining to its business operations including,
without limitation, its operations relating to the Contracts. MLIDC and Broker
shall each retain all records related to this Agreement as required by the 1934
Act, and the rules and regulations thereunder and by any other Applicable Law,
as Confidential Information.

ARTICLE IX
CUSTOMER INFORMATION AND PROTECTED HEALTH INFORMATION
-----------------------------------------------------

Section 9.1. Treatment of Customer Information. Broker shall treat Customer
---------------------------------
Information confidentially as required by Applicable Law and by MLIDC, as
described in MLIDC's privacy notices and in accordance with MLIDC policies and
procedures. Broker shall also take reasonable and appropriate steps to establish
and implement administrative, physical and technical procedures to ensure the
confidentiality, security and integrity of Customer Information in accordance
with Applicable Law. Broker shall comply with MLIDC's terms of use, policies and
procedures with respect to use of MLIDC electronic systems and databases
providing access to Customer Information by Broker, its employees and
Representatives, and shall promptly report to MLIDC any breach of security
related to such systems and databases of which it becomes aware. To the extent
that Broker becomes aware of any security breach or unauthorized use,
disclosure, acquisition or access to any Customer Information, Broker shall: (i)
promptly notify MLIDC, (ii) take all necessary and advisable corrective actions,
and (iii) cooperate fully with MLIDC in all reasonable and lawful efforts to
prevent, mitigate or rectify such security breach or unauthorized use,
disclosure, acquisition, or access to the Customer Information. Broker may use
Customer Information only for the purpose of fulfilling its obligations under
the Agreement. Broker shall limit access to Customer Information to its
employees, Representatives and other Third Parties who need to know such
Customer Information to permit Broker to fulfill its obligations under this
Agreement and who have agreed to treat such Customer Information in accordance
with the terms of this Agreement. Broker shall not disclose or otherwise make
accessible Customer Information to anyone other than to the individual to whom
the information relates (or to his or her legally authorized representative) or
to other persons pursuant to a valid authorization signed by the individual to
whom the information relates (or by his or her legally authorized
representative), except as required for Broker to fulfill its obligations under
this Agreement, as otherwise directed by MLIDC, or as expressly required by
Applicable Law. MLIDC and its Affiliates may market, offer, sell or distribute
insurance products, including, but not limited to, the Contracts, or any of
their other products and related services, outside of this Agreement to
customers of Broker provided they do not use Nonpublic Personal Information
regarding Broker's customers provided by Broker to specifically target those
customers, and such marketing, offering, selling or distributing by

Page 13 of 27

MLIDC and its Affiliates of insurance (including but not limited to the
Contracts) or any of their other products or services shall not be subject to
the terms of this Agreement.

Section 9.2. Protected Health Information ("PHI"). Notwithstanding anything to
------------------------------------
the contrary in this Agreement, in order to comply with HIPAA requirements,
Broker agrees with respect to any PHI received, obtained or created by Broker,
or disclosed or made accessible to Broker, that Broker: (a) shall not use or
disclose PHI except to provide services pursuant to this Agreement and
consistent with Applicable Law; (b) shall limit the use of, access to and
disclosure of PHI to the minimum required to perform services or by Applicable
Law; (c) shall use appropriate safeguards to prevent use or disclosure of PHI
except as permitted by this Agreement; (d) shall promptly report to MLIDC any
use or disclosure of MLIDC PHI not permitted by this Agreement of which it
becomes aware; (e) shall take reasonable steps to mitigate any harmful effect of
any use or disclosure of PHI by Broker in violation of the terms of this
Agreement or Applicable Law; (f) shall require that any of its Representatives
and independent contractors to whom PHI is disclosed or made accessible or who
uses PHI has agreed to the same restrictions and conditions that apply to Broker
with respect to PHI pursuant to this Agreement; (g) shall, within fifteen (15)
days of MLIDC's request, provide to MLIDC any PHI or information relating to PHI
as deemed necessary by MLIDC to provide individuals with access to, amendment
of, and an accounting of disclosures of their PHI, and to incorporate any
amendments of the PHI as requested by MLIDC; (h) shall make its internal
practices, books and records relating to its use or disclosure of PHI available
to the Secretary of the United States Department of Health and Human Services at
his/her request to determine MLIDC's compliance with Applicable Law; (i) agrees
that upon termination of this Agreement it shall, if feasible, return to MLIDC
or destroy all PHI it maintains in any form and retain no copies, and if such
return or destruction is not feasible, to extend the protections of this
Agreement to the PHI beyond the termination of this Agreement and for as long as
Broker has PHI, and further agrees that any further use or disclosure of the PHI
shall be solely for the purposes that make return or destruction infeasible.
Destruction without retention of copies is not deemed feasible if prohibited by
the terms of this Agreement or by Applicable Law, including record retention
requirements under state insurance laws. With respect to PHI received made
accessible, maintained or transmitted electronically in the performance of its
obligations under this Agreement, Broker further agrees that it shall (1)
implement administrative, physical, and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity, and availability or any
such electronic PHI; (2) ensure that its Representatives agree to implement
reasonable and appropriate safeguards to protect such electronic PHI.

Section 9.3. Privacy Notices and Authorization. Broker shall provide to
---------------------------------
customers and prospective customers who apply for or purchase MLIDC products,
and shall ensure that its Representatives provide to such customers and
prospective customers, MLIDC privacy notices as required by Applicable Law and
by MLIDC. Broker shall also ensure that its Representatives obtain signed
authorizations from customers and prospective customers who apply for MLIDC
products, as required by MLIDC, and provide upon request of such customers and
prospective customers, copies of their signed authorizations as required by
Applicable Law and MLIDC policy. In the event that a customer or prospective
customer has signed a MLIDC authorization and subsequently informs Broker or
Representatives that he or she is revoking that authorization, Broker shall
promptly inform MLIDC in writing of such revocation.

ARTICLE X
CONFIDENTIAL INFORMATION
------------------------

Section 10.1. Treatment of Confidential Information. MLIDC and Broker and their
-------------------------------------
respective Affiliates each shall keep confidential all Confidential Information
of the other. Without limiting the generality of the foregoing, MLIDC and Broker
and their respective Affiliates shall not disclose any Confidential Information
to any Third Party without the prior written consent of the other; provided,
however, that each may disclose Confidential Information (a) to those of its
Representatives who have a need to know the Confidential Information in the
ordinary course of business and who are informed of the confidential nature of
the Confidential Information, and (b) as and to the extent required by
Applicable Law or by legal process or requested by an insurance regulatory or
administrative body. However, in the event that clause (b) of the preceding
sentence is applicable, the party required or requested to disclose Confidential
Information shall give prompt written notice thereof to the other party and
shall reasonably cooperate in the other party's efforts to obtain an appropriate
remedy to prevent or limit

Page 14 of 27

such disclosure. It is understood by MLIDC and Broker that this Section 10.1
shall not prevent Broker from quoting MLIDC premium rates in the ordinary course
of business.

Section 10.2. Return of Confidential Information. Promptly upon the termination
----------------------------------
of this Agreement or the request of the providing party, the receiving party
shall return to the providing party all Confidential Information furnished by
the providing party or its Representatives. Neither the receiving party nor any
of its Representatives shall make any copies in any form of any documents
containing Confidential Information of the providing party without the prior
written consent of an officer of the providing party, except such copies as need
to be made in the ordinary course of business by MLIDC or Broker to fulfill
their respective obligations under this Agreement.

Section 10.3. Damages. MLIDC and Broker each acknowledge that (a) money damages
-------
may not be a sufficient remedy for breach of this Article X, (b) the Party
aggrieved by any such breach may be entitled to specific performance and
injunctive and other equitable relief with respect to such breach, (c) such
remedies shall not be deemed to be the exclusive remedies for any such breach
but shall be in addition to all other remedies available at law or in equity,
and (d) in the event of litigation relating to this Article X, if a court of
competent jurisdiction determines in a final non-appealable order that either
MLIDC or Broker or any of their respective Representatives has breached this
Article X, then the party that is found (or whose Representative is found) to
have committed such breach shall be liable for reasonable legal fees incurred by
the aggrieved party or its affiliates in connection with such litigation
including, without limitation, any appeals.

ARTICLE XI
INDEMNIFICATION AND INSURANCE
-----------------------------

Section 11.1. Indemnification. Each party shall hold harmless, defend, exonerate
---------------
and indemnify each other party to this Agreement, as well as their respective
employees, agents, trustees, Representatives, officers or directors, for any and
all losses, claims, judgments, fines, penalties, damages, or liabilities (or any
actions or threatened actions in respect of any of the foregoing) the other
party suffers that results from the actions of the indemnifying party or its
representatives with respect to its/their obligations under this Agreement, or
breach of any representation, warranty, covenant, condition or duty contained in
this Agreement or violation of Applicable Law with respect to its services
required under this Agreement.

Section 11.2. Notice of Claim. After receipt of notice of the commencement of,
---------------
or threat of, any claim, action, or proceeding by a third party (a "Third Party
Action") by a party that believes it is entitled to indemnification under this
Article XI (the "Indemnified Party"), the Indemnified Party shall notify the
party obligated to provide indemnification under this Article XI (the
"Indemnifying Party") in writing of the commencement thereof as soon as
practicable thereafter, provided that the omission to so notify the Indemnifying
Party shall not relieve it from any liability under this Article XI, except to
the extent that the Indemnifying Party demonstrates that the defense of such
Third Party Action is materially prejudiced by the failure to give timely
notice. Such notice shall describe the claim in reasonable detail.

Section 11.3. Defense, Settlement and Subrogation.
------------------------------------

a) The Indemnifying Party shall have the right to assume control of the
defense of such Third Party Action and shall retain counsel reasonably
satisfactory to the Indemnified Party to represent the Indemnified
Party and shall pay the reasonable fees and disbursements of such
counsel related to such Third Party Action. The Indemnified Party
shall cooperate and provide such assistance as the Indemnifying Party
reasonably may request in connection with the Indemnifying Party's
defense and shall be entitled to recover from the Indemnifying Party
the reasonable out-of-pocket costs of providing such assistance
(including reasonable fees of any counsel retained by the Indemnified
Party with the consent of the Indemnifying Party to facilitate such
assistance). The Indemnifying Party shall inform the Indemnified Party
on a regular basis of the status of any Third Party Action and the
Indemnifying Party's defense thereof.

Page 15 of 27

b) In any such Third Party Action, the Indemnified Party may, but shall
not be obligated to, participate in the defense of any Third Party
Action, at its own expense and using counsel of its own choosing, but
the Indemnifying Party shall be entitled to control the defense
thereof unless the Indemnified Party has relieved the Indemnifying
Party from liability with respect to the particular Third Party
Action.

c) If notice is given to the Indemnifying Party of the commencement of
any Third Party Action hereunder and the Indemnifying Party does not,
either (i) within ten (10) Business Days after the receipt of such
notice, give notice to the Indemnified Party of its election to assume
the defense of such Third Party Action, or (ii) give notice to the
Indemnified Party that it rejects the claim for indemnification
pursuant to Section 11.5 herein, the Indemnified Party shall have the
right, at its option and at the Indemnifying Party's expense, to
defend such Third Party Action in a manner that the Indemnified Party
deems appropriate. In such a case, the Indemnified Party shall not
consent to the settlement, compromise or entry of judgment with
respect to the Third Party Action without prior written notice to,
consultation with, and written consent of the Indemnifying Party,
which consent shall not be unreasonably withheld.

d) In any Third Party Action, the defense of which is controlled by the
Indemnifying Party: (i) the Indemnifying Party shall not, without the
Indemnified Party's prior written consent, compromise or settle such
Third Party Action, if (1) such compromise or settlement would impose
an injunction or other equitable relief upon the Indemnified Party or
(2) such compromise or settlement does not include the Third Party's
release of the Indemnified Party from all liability relating to such
Third Party Action; and (ii) the Indemnified Party shall not
compromise or settle such Third Party Action without the prior written
consent of the Indemnifying Party, which consent shall not be
unreasonably withheld, provided that, if the Indemnified Party desires
to compromise or settle such claim, suit or proceeding and the
Indemnifying Party reasonably refuses to consent to such compromise or
settlement, the Indemnified Party may enter into a compromise or
settlement but shall be solely responsible for the cost of any
compromise or settlement amount.

Section 11.4. Claim Not Involving Third Party Action. A claim for
---------------------------------------
indemnification by a party hereunder for any matter not involving a Third Party
Action may be asserted by notice to another party.

Section 11.5. Notice of Rejection of Claim. Notwithstanding anything within this
-----------------------------
Article XI to the contrary, a party who has received a notice of claim for
indemnification under this Article XI, may notify the party asserting such claim
for indemnification that it rejects the claim. Such notice rejecting a claim for
indemnification must be given by the rejecting party within ten (10) business
days of its receipt of the notice of claim and shall describe the basis for the
rejection of the claim in reasonable detail.

Section 11.6. Provisions Not to Control. Notwithstanding anything in this
--------------------------
Article XI to the contrary, the terms and provisions of Article VII shall
control in the event of any conflict or alleged conflict with this Article XI.

ARTICLE XI
GENERAL PROVISIONS
------------------

Section 12.1. Term and Termination.
---------------------

a) Term. This Agreement shall continue in force from the Effective Date,
-----
provided that any party may unilaterally terminate this Agreement with
or without cause upon thirty (30) days prior written notice of
termination to the other parties.

b) Termination Due to Change in Status.
------------------------------------

1) Broker-Dealer Status. The Agreement shall terminate immediately
---------------------
upon MLIDC or Broker ceasing to be a registered broker-dealer or
a member of the FINRA.

Page 16 of 27

2) Legal Status. The Agreement shall terminate immediately upon the
-------------
termination of the legal existence of Selling Broker-Dealer or
the Agency, or the merger, consolidation, reorganization,
dissolution, receivership or bankruptcy of either, or whenever
the Agency is no longer licensed under law to solicit and procure
applications for Contracts, unless the Agency notifies the other
parties in writing at least thirty (30) days' prior to the
occurrence of any of the above events and obtains written
permission to continue on a basis approved by the other parties.

c) Continuing Obligations. Upon termination of this Agreement, all
-----------------------
authorizations, rights and obligations shall cease except (a) the
agreements contained in Articles VII, VIII, IX, X and XI, Sections
12.4, 12.5, 12.6 and 12.10 hereof; and (b) the obligation to settle
accounts hereunder. Except with respect to records required to be
maintained by Broker pursuant to Rules 17a-3 and 17a-4 under the 1934
Act, Broker shall return to MLIDC, within 30 days after the Effective
Date of termination, any and all records in its possession which have
been specifically maintained in connection with MLIDC's operations
related to the Contracts.

Section 12.2. Assignability. This Agreement shall not be assigned by either
--------------
party without the written consent of the other; provided, however, that MLIDC
may assign this Agreement to its Affiliates at any time. Any purported
assignment in violation of this Section 12.2 shall be void.

Section 12.3. Amendments. No oral promises or representations shall be binding
-----------
nor shall this Agreement be modified except by agreement in writing, executed on
behalf of the parties by a duly authorized officer of each of them.

Section 12.4. Notices. All notices, demands and other communications required or
--------
permitted to be given to any party under this Agreement shall be in writing and
any such notice, demand or other communication shall be deemed to have been duly
given when delivered by hand, courier or overnight delivery service or, if
mailed, two (2) Business Days after deposit in the mail and sent certified or
registered mail, return receipt requested and with first-class postage prepaid:

(a) If to Broker, to the address on the signature page of this Agreement.

(b) If to MLIDC:

MetLife
0 Xxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Attn: Installations

Either party may change its respective notice address by advance written
notice to the other.

Section 12.5. Arbitration.
------------

a) When Arbitration Required. All disputes and differences between the
--------------------------
parties, other than those seeking injunctive relief or a restraining
order under this Agreement, or arising with respect to the use of
Customer Information, PHI or Confidential Information under Articles
IX and X, must be decided by arbitration in accordance with the rules
of arbitration of the American Arbitration Association, regardless of
the insolvency of either party, unless the conservator, receiver,
liquidator or statutory successor is specifically exempted from an
arbitration proceeding by applicable state law.

Page 17 of 27

b) Initiation of Arbitration. Either party may initiate arbitration by
--------------------------
providing written notification to the other party. Such written notice
shall set forth (i) a brief statement of the issue(s); (ii) the
failure of the parties to reach agreement; and (iii) the date of the
demand for arbitration.

c) Arbitration Panel. The arbitration panel shall consist of three
------------------
arbitrators. The arbitrators must be impartial and must be or must
have been officers of life insurance and or securities companies other
than the parties or their affiliates.

d) Selection of Arbitrators. Each party shall select an arbitrator within
-------------------------
thirty (30) days from the date of the demand. If either party shall
refuse or fail to appoint an arbitrator within the time allowed, the
party that has appointed an arbitrator may notify the other party
that, if it has not appointed its arbitrator within the following ten
(10) days, an arbitrator shall be appointed on its behalf. The two (2)
arbitrators shall select the third arbitrator within thirty (30) days
of the appointment of the second arbitrator. If the two arbitrators
fail to agree on the selection of the third arbitrator within the time
allowed, each arbitrator shall submit to the other a list of three (3)
candidates. Each arbitrator shall select one name from the list
submitted by the other and the third arbitrator shall be selected from
the two names chosen by drawing lots.

e) Rules; Place for Meetings; Majority Vote. The arbitrators shall
-----------------------------------------
determine all arbitration schedules and procedural rules.
Organizational and other meetings shall be held in New York, unless
the arbitrators select another location. The arbitrators shall decide
all matters by majority vote.

f) Decision Final. The decisions of the arbitrators shall be final and
---------------
binding on both parties. The arbitrators may, at their discretion,
award costs and expenses, as they deem appropriate, including but not
limited to legal fees and interest. The arbitrators may not award
exemplary or punitive damages. Judgment may be entered upon the final
decision of the arbitrators in any court of competent jurisdiction.

g) Fees and Expenses. Each party shall be responsible for (a) all fees
------------------
and expenses of its respective counsel, accountants, actuaries and any
other representatives in connection with the arbitration and (b)
unless the arbitrators shall provide otherwise, one-half (1/2) of the
expenses of the arbitration, including the fees and expenses of the
arbitrators.

Section 12.6. Governing Law. This Agreement shall be governed by and construed
--------------
in accordance with the laws of the State of New York without regard to New York
choice of law provisions.

Section 12.7. Entire Understanding. This Agreement and any reference
---------------------
incorporated herein constitute the complete understanding of the parties and
supersedes in its entirety any and all prior and contemporaneous agreements
among the parties with respect to the subject matter discussed herein. No oral
agreements or representations shall be binding.

Section 12.8. Third Party Beneficiaries. Nothing in the Agreement shall convey
--------------------------
any rights upon any person or entity, which is not a party to the Agreement.
MLIDC's Affiliates shall be Third Party beneficiaries of this Agreement,
entitled to enforce the provision hereof as if they were a party to this
Agreement.

Section 12.9. Non-Exclusivity. No territory or product is assigned exclusively
----------------
hereunder to Broker and Agency and MLIDC reserves the right in its discretion to
enter into selling agreements with other broker-dealers, and to contract with or
establish one or more insurance agencies in any jurisdiction in which Broker
transacts business hereunder.

Section 12.10. Non-Solicitation of Employees and Agents. For purposes of this
-----------------------------------------
Section 12.10 only, the term "agent" shall include all appointed agents and
Representatives. The parties to this Agreement acknowledge that each may have
access to the names and identities of agents of each party as a result of
performing their respective

Page 18 of 27

obligations under this Agreement, and that each may establish close working
relationships with such persons. Therefore:

a) Broker and Agency (for purposes of this Section 12.10, "Selling
Group"), shall not solicit any agent of MLIDC while an agent maintains
his/ her affiliation with MLIDC and for twelve (12) months after
termination of the affiliation. In addition, Selling Group shall not
interfere in any way with the relationships, contractual or otherwise,
between MLIDC and its agents. Selling Group shall not induce or
encourage, or attempt to induce or encourage, any agent of MLIDC to
terminate or change his/ her relationship with MLIDC; and

b) MLIDC shall not solicit any agent of Selling Group while an agent
maintains his/ her affiliation with Selling Group and for twelve (12)
months after termination of the affiliation. In addition, MLIDC shall
not interfere in any way with the relationships, contractual or
otherwise, between Selling Group and its agents. MLIDC shall not
induce or encourage, or attempt to induce or encourage, any agent of
Selling Group to terminate or change his/ her relationship with
Selling Group.

Section 12.11. Waiver. The failure of either party to strictly enforce any
-------
provision of this Agreement shall not operate as a waiver of such provision or
release either party from its obligation to perform strictly in accordance with
such provision.

Section 12.12. Counterparts. This Agreement may be executed in counterparts,
-------------
with the same force and effect as if executed in one complete document.

Section 12.13. Severability. If any provision of this Agreement is declared
-------------
null, void or unenforceable in whole or in part by any court, arbitrator or
governmental agency, said provision shall survive to the extent it is not so
declared and all the other provisions of the Agreement shall remain in full
force and effect unless, in each case, such declaration shall serve to deprive
any of the parties hereto of the fundamental benefits of this Agreement.

Section 12.14. Trademarks. Neither party may use the other party's trademarks,
-----------
service marks, trade names, logos, or other commercial or product designations
(collectively, "Marks") for any purpose whatsoever without the prior written
consent of the other party.

a) Permission not Implied. Nothing in this Agreement shall be construed
-----------------------
as prior written consent to permit (i) any party to use the Marks of
the other party, or (ii) any other individual or entity to use the
Marks of any party.

b) UFS. Nothing contained in this Agreement shall be construed as
----
conferring upon Broker or Representatives any right to use or refer to
in advertising, publicity, promotion, marketing or other activities,
any Marks, or any other designation or likeness of any of the
Peanuts(R) characters or any other character licensed by United
Feature Syndicate (including any contraction, abbreviation or
simulation of any kind of the foregoing) without prior express
permission from United Feature Syndicate, which Broker and
Representatives must obtain through Company.

Section 12.15. Preparation of Certificates. Notwithstanding anything to the
----------------------------
contrary in this Agreement, Broker and MLIDC shall cooperate fully in the
preparation of and execution of any certificates that may be required by a
regulatory authority or by Applicable Law, in connection with the offer, sale,
and/or servicing of the Contracts.

Section 12.16. Parties' Control of Business and Operations. The performance or
--------------------------------------------
receipt of services pursuant to this Agreement shall in no way impair the
absolute control of the business and operations of each of the parties and their
respective Affiliates by their own Board of Directors.

Page 19 of 27

In reliance on the representations set forth and in consideration of the
undertakings described, the parties represented below do hereby contract and
agree.

"COMPANY"

METLIFE INVESTORS DISTRIBUTION COMPANY
--------------------------------------
(Distribution Company)

By
------------------------------------

Xxxxxxx X. Xxxxxxx - Executive Vice President
---------------------------------------------

Date
----------------------------------

Address:

0 Xxxx Xxxxx
----------------
Xxxxx 0000
----------------
Xxxxxx, XX 00000
----------------

Fax #: 000-000-0000
------------

"BROKER DEALER"

---------------------------------------
(Broker Firm)

By
------------------------------------

---------------------------------------
Print Name & Title

Date
----------------------------------

Address:

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

---------------------------------------
Fax #:
--------------------------------

Page 20 of 27

EXHIBIT A

SCHEDULE OF VARIABLE PRODUCT AND COMPENSATION

[TO BE INSERTED]

EXHIBIT B

SCHEDULE OF FIXED PRODUCT AND COMPENSATION

[TO BE INSERTED]

EXHIBIT C

METLIFE'S ENTERPRISE
REWRITTEN BUSINESS (RWB)
RULES

Effective January 16, 2008
(Revised May 9, 2003)

TABLE OF CONTENTS
-----------------

Guiding Principles, Suitability, & Application of the Rules Page 2

Key Terms & Definitions as Applied to Rewritten Business Rules Page 4

Rules for Money Coming into a New Life Policy Page 5

Rules for Money Coming into a New Annuity Page 8

Rules for Money Coming into a New Mutual Fund/WRAP Page 9

Additional Rules That Apply Page 10

Examples Page 12

GUIDING PRINCIPLES FOR REWRITTEN BUSINESS
-----------------------------------------

The objective of this document is to provide information on MetLife's
enterprise-wide Rewritten Business (RWB) Rules. These rules were designed based
the following guiding principles:

1. Support SUITABLE CHANGE THAT IS DRIVEN BY THE BEST INTEREST AND NEEDS OF
THE CUSTOMER.

2. ENTERPRISE CONSISTENCY - Apply the same rules for all business done by all
producers in the MetLife family of distribution franchises.

3. Generally pay full compensation for increase in premium and reduced
compensation for replaced premium, regardless of source.

4. FAIRNESS - Provide fair compensation for internal, Enterprise-wide
replacement transactions that are done with the best interest and needs of
the client in mind and in accordance with industry practices and regulatory
requirements.

These rules were designed to provide for all known situations that an agent
might encounter with suitability and fairness for the client in mind. At the
time of the writing of this document, they are believed to cover all situations,
BUT it is recognized that our business is not static and a situation may arise
where these Rewritten Business Rules will not clearly address the issue. These
new rules apply to payment of First Year Compensation. In general, Asset Trail,
TLP and renewal commissions will not be affected.

SUITABILITY, FIRST & FOREMOST
-----------------------------

The rules for Rewritten Business are in place to support suitable transactions
that are in the best interest of the customer. Simply stated, all Rewritten
-------------
Business must be suitable for the customer. A product replacement or switch can
-------------------------------------------
only be recommended if it is in the customer's best interest. In general, when
you and your customer are considering rewriting a product to better serve the
customer's financial goals, the following guidelines should be followed. For a
detailed review of MetLife's suitability guidelines, please refer to the
Suitability Tutorial and Replacement Tutorial in the Ethics & Compliance section
of the LearnNow website, or the Suitability document posted in the Reference
Works section of the Ask Me/Tell Me/Read Me database.

. The recommendation should be supported by a thorough fact-find and
needs analysis.

. The new product should clearly meet the customer's financial and
personal goals, and this should be readily evident to the customer.

. The benefits of the new product should clearly outweigh the costs and
consequences of replacing or switching the existing product.

. The pros and cons of the proposed transaction should be discussed
completely with the customer.

. Proper disclosure of the replacement or switch must be made to the
customer and ALL Company and state requirements must be strictly
adhered to with regard to Rewritten Business.

WHEN DO THE REWRITTEN BUSINESS RULES APPLY?
-------------------------------------------

When a client gives up ALL OR PART OF THE BENEFIT PROVIDED BY AN EXISTING
--------------------------------------------------
PRODUCT (either by ceasing to pay required premiums or deposits on the product
-------
or by appropriating the product's cash value) to fund the purchase of a New
Product or the rollover into an Existing Product, these Rewritten Business rules
will apply. These rules govern the commissions paid on the sale of the second
product. These rules apply in the following circumstances as defined by key
terms and definitions presented in the following section of this document:

. When an Existing Product is rewritten by New Product; or

. When funds from an Existing Product are used to fund a deposit into
another Existing Product; or

. When an Existing Product is rewritten by a non-enterprise New Product
sponsored by, or sold through the enterprise (e.g., products available
through the MetLife General Agency.)

For PROTECTION PRODUCTS, and INVESTMENT PRODUCTS, any transaction identified as
occurring within the respective Rewritten Business Window (see definition in
next section of this document), may trigger the application of these Rewritten
Business Rules.

KEY TERMS & DEFINITIONS AS APPLIED TO REWRITTEN BUSINESS RULES
--------------------------------------------------------------

EXISTING PRODUCT or PRODUCT BEING REWRITTEN is any "existing" enterprise
protection or investment product used to fund the purchase of a new enterprise
protection or investment product or to fund a deposit into an Existing
Enterprise protection or investment Product.

NEW PRODUCT is any protection or investment product, policy or contract, which
rewrites, in whole or part, an Existing Product.

NEW PREMIUM or NEW DEPOSIT is the amount of first-year premium or the initial
deposit paid on a New Product. With respect to flexible premium life products,
any amount paid in excess of the (base commissionable) premium amount -
sometimes referred to as "excess premium" - is excluded.

OLD PREMIUM LEVEL is an amount equal to the first-year premium on an Existing
Product. With respect to flexible premium life products, "Old Premium Level"
does not include any amount previously paid in excess of the (base
commissionable) premium amount - sometimes referred to as "excess premium."

OLD MONEY is the net cash value released (excluding dividend accumulations) from
an Existing Product, either as cash build up, accumulation, or policy values,
and subsequently appropriated or used to pay any part of a New Premium or
Deposit. Appropriation or use of Old Money to pay any part of a New Premium or
Deposit may be implied if the use or appropriation occurs within the Rewritten
Business Window and the criteria for deeming the money to have been used for
that purpose have been met. This will apply whether that cash value is
explicitly rolled into the new policy or not. In addition, a full or partial
surrender of PUAR/VABR values (or of a paid-up or non-forfeiture policy) on the
same life is considered rollover money if it falls within the RWB window, even
if the old policy is not otherwise changed or "rewritten."

NEW MONEY is any amount used to pay premium or deposits on a New or Existing
Product that is not Old Money. In essence, New Money is any money paid by the
client that has not come from an existing enterprise product within the
Rewritten Business Window as defined in this document.

REWRITTEN BUSINESS WINDOW is the time frame in which transactions on an Existing
Product will trigger the application of these Rewritten Business rules with
regard to the issue of a New Product or deposit into an Existing Product. If
within this time frame, an Existing Product lapses, is fully or partially
surrendered for the cash value, or the annualized premium is reduced by a policy
change, these Rewritten Business rules will apply to the commissions on the New
Product.

1) For PROTECTION PRODUCTS, the REWRITTEN BUSINESS WINDOW is 6 months
prior to and 12 months after the Date of Part A of a New Product.

2) For INVESTMENT PRODUCTS, the REWRITTEN BUSINESS WINDOW is 3 months
prior to and 3 months after the issue date of a New Product or a
deposit into an Existing contract.

RULES FOR MONEY COMING INTO A NEW LIFE POLICY
---------------------------------------------

PERMANENT TO PERMANENT / TERM TO TERM / PERMANENT TO TERM LIFE
--------------------------------------------------------------

FULL FIRST-YEAR COMMISSIONS will be paid on the part of the New premium in the
New Product that exceeds the premium level of the Old Product.

.. PARTIAL FIRST-YEAR COMMISSIONS will be paid on premium dollars in the New
Product up to the premium level of the Old Product. The partial commission
payable will be determined based on the age of the old policy being
rewritten. This applies to "roll-overs" directly into the Cash Value and
Paid-Up Riders. Please refer to the table below.

YEARS PERCENT OF NORMAL FYC
OLD POLICY HAS UP TO OLD PREMIUM ABOVE OLD PREMIUM
BEEN IN-FORCE LEVEL (1) LEVEL
------------------ --------------------- -----------------
Less Than 5 0% 100%
5 but less than 6 25% 100%
6 but less than 7 30% 100%
7 but less than 8 35% 100%
8 but less than 9 40% 100%
9 but less than 10 45% 100%
10 or more 50% 100%

(1) Also applies to old money rolled over into an accumulation fund (e.g,
Excess Premium), or whole life riders (e.g, VABR).
---------------

.. FOR EXISTING TERM INSURANCE SOLD AFTER 01/01/2001. When existing term
insurance that was sold AFTER 01/01/2001 is replaced by a new term policy,
the "UP TO OLD PREMIUM LEVEL" percentages in the table above would be
doubled.

.. PREMIUM DOUBLING RULE. Should the New Policy base premium at least double
that of the Old Policy base premium AND the Old Policy is at least 5 years
old, full commission will be paid on all premium dollars related to the
base premium of the New Policy. Any Old Money rolled over into an
accumulation fund (e.g, Excess Premium), or whole life riders (e.g. VABR)
will be commissioned based on the above table.

.. NORMAL RENEWALS will be paid based on published schedules of renewals for
the New Policy being written.

.. A PERSISTENCY ADJUSTMENT will apply to offset the "lapse" of the Old
Product that is being rewritten under the Traditional Life Persistency
(TLP) arrangement. This adjustment will apply if the Old Product being
rewritten is a traditional life policy, has been in force for 5 years or
more, and the commissions on the New Product are adjusted under the
Rewritten Business Rules.

.. No Commissions are paid for "SAVING" cases.

.. TERM INSURANCE receives the "Percent of Normal FYC" scale if rewritten,
unless it is in the last 2 years of the level premium guarantee period, in
which case 100% of normal FYC is payable.

TERM TO PERMANENT
-----------------

.. Term-to-permanent commission payments are determined by the conversion
rules of the Old Product. For a replacement of a term policy by a permanent
policy, where no term conversion is available, full commissions will be
paid on the permanent policy.

ANNUITIES/MUTUAL FUND/WRAP ACCOUNT TO LIFE
------------------------------------------

FULL FIRST-YEAR COMMISSIONS will be paid when money is coming from an Old
Investment Product and going towards a New Protection Product, EXCEPT for
Annuities with surrender/withdrawal charges.

RULES FOR MONEY COMING INTO A NEW ANNUITY
-----------------------------------------

NON-VARIABLE TO NON-VARIABLE ANNUITY / NON-VARIABLE TO VARIABLE ANNUITY /
-------------------------------------------------------------------------
VARIABLE TO NON-VARIABLE ANNUITY
--------------------------------

.. FULL COMMISSIONS will be paid on New Money included within the New Deposit.

.. ONE-HALF OF THE NORMAL FIRST-YEAR COMMISSION will be paid on the Old Money
included within the New Deposit. The commission is only payable if the old
annuity contract is beyond the surrender/withdrawal charge period.

.. NO COMMISSIONS will be paid on the Old Money included within the New
Deposit if a surrender/withdrawal charge was assessed on the old contract.

VARIABLE ANNUITY TO VARIABLE ANNUITY
------------------------------------

.. FULL COMMISSIONS will be paid on New Money included within the New Deposit.

.. NO COMMISSIONS will be paid on any Old Money included within the New
Deposit.

MUTUAL FUND OR WRAP ACCOUNT TO NON-VARIABLE OR VARIABLE ANNUITY
---------------------------------------------------------------

.. FULL COMMISSIONS will be paid on all money being deposited.

PERMANENT LIFE INSURANCE TO NON-VARIABLE OR VARIABLE ANNUITY
------------------------------------------------------------

.. FULL COMMISSIONS will be paid on New Money included within the New Deposit.

.. FULL FIRST-YEAR COMMISSION will be paid on Old Money included within the
New Deposit if the life insurance policy has been in force at least 10
years.

.. NO FIRST YEAR COMMISSION paid on Old Money included in the New Deposit if
the life insurance policy has been in force for less than 10 years.

SPECIAL RULES APPLICABLE TO ANNUITIES
-------------------------------------

.. NO COMMISSIONS will be payable on company-sponsored exchanges or similar
exchanges sponsored by MetLife affiliates.

.. STRETCH/ DECEDENT XXX. If the annuity is an XXX contract and the
beneficiary elects a stretch/decedent XXX, NO COMMISSIONS will be paid or
credited.

.. ANNUITIZATION. One-half (50%) of the normal commissions/GDC will be
credited on an annuitization from a deferred annuity which has been in
place for at least two contract years AND on an annuitization using life
insurance accumulation amounts or death benefit proceeds under the terms of
the policy.

.. SPOUSAL TRANSFERS. If the spouse is the primary beneficiary of the annuity
death claim, and he elects to retain the proceeds in his/her name and
become the annuitant/owner of the existing contract, no commission will be
paid or credited. If the annuity death proceeds are moved to a new annuity,
instead of using the spousal assumption/continuation provisions, the same
RWB Rules for Old Money coming into a new Annuity will apply. Full
first-year commission will be paid on New Money.

RULES FOR MONEY COMING INTO A NEW MUTUAL FUND/WRAP
--------------------------------------------------

ONE MUTUAL FUND FAMILY/WRAP TO ANOTHER MUTUAL FUND FAMILY/WRAP
--------------------------------------------------------------

.. FULL FIRST-YEAR COMMISSIONS will be paid, PROVIDED a properly executed
"Mutual Fund Switch Letter," signed by the client, the Financial Services
Representative and his manager, is submitted as part of the transaction.

EXCHANGES WITHIN THE SAME MUTUAL FUND FAMILY
--------------------------------------------

.. FULL FIRST-YEAR COMMISSION will be paid on any amount of New Money.

.. NO FIRST-YEAR COMMISSION will be paid when Old Money from a mutual fund
family is used to fund a mutual fund from the same family of funds. There
is generally no sales charge to the client for this exchange, and as such,
there is no commission payable.

ANNUITY TO MUTUAL FUND/WRAP ACCOUNT
-----------------------------------

.. FULL COMMISSION will be paid on New Money.

.. FULL FIRST-YEAR COMMISSION will be paid when a mutual fund or WRAP account
rewrites an annuity that is out of the surrender charge period.

.. NO COMMISSION will be paid on the Old Money if the annuity is subject to a
surrender/withdrawal charge.

PERMANENT LIFE INSURANCE TO MUTUAL FUNDS/WRAP ACCOUNTS
------------------------------------------------------

.. FULL COMMISSIONS will be paid on New Money included within the New Deposit.

.. FULL FIRST-YEAR COMMISSION will be paid on Old Money included within the
New Deposit if the life insurance policy has been in force at least 10
years.

.. NO FIRST YEAR COMMISSION paid on Old Money included in the New Deposit if
the life insurance policy has been in force for less than 10 years.

ADDITIONAL RULES THAT APPLY
---------------------------

The Company reserves the right to apply the rewritten business rules in special
situations. Listed here is information regarding several special situations, and
the names of individuals you should contact if you encounter a situation where
it is unclear how these rules apply.

POLICY LOANS. It is against company rules to recommend policy loans to help fund
-------------
a New or Existing Products. The date of a policy loan check may be used as the
"date of lapse" in determining whether a new policy will be considered a
"rewritten policy," if, within the Rewritten Business Window:

1) a loan is taken out on an Existing Policy resulting in the total
outstanding loan on that policy to be equal to 80% or more of the
total loan value on that policy, AND

2) the existing policy lapses, is surrendered for the cash value, or the
annualized premium is reduced by policy change, with three or less
months additional premiums having been paid 31 days after the date of
the policy loan check.

Remember that it is against Company policy to recommend policy loans to help
fund the purchase of an equity product.

OWNERSHIP CHANGES. When a change in ownership occurs involving a corporation, a
-----------------
qualified retirement plan or an irrevocable trust, the New Policy will not be
considered Rewritten Business for RWB commission rule purposes, even though the
insured is the same. Neither will an individually-owned policy sold after a
corporate-owned policy is terminated because of business failure or bankruptcy.

MATURED ENDOWMENTS. If the funds of an endowment policy, which has matured or is
------------------
within 3 years of maturity, are deposited into a new or existing life insurance
policy, annuity, or mutual fund, all the funds will be considered New Money for
commission purposes, and full FYCs will be paid.

JUVENILE POLICIES. Full commissions will be credited when a juvenile policy
-----------------
owned by parents, guardians or a trust is rewritten by a New Policy on the same
life that also owns the New Policy and the owner of the New Policy is an adult
(age 18 or older).

QUALIFIED DOMESTIC RELATIONS ORDER. When a life policy is cancelled because of a
----------------------------------
court ordered settlement and is rewritten by another life policy on the same
life, full commissions will be credited. When the assets of an annuity are
required to be split because of a Domestic Relations Order or Qualified Domestic
Relations Order, no commissions will be paid or credited.

PRODUCT EXCHANGES. The company sometimes sponsors special exchange programs
-----------------
(known as a "company-sponsored exchange") designed to encourage clients to
replace an older product with a newer one, typically because the newer product
has features the older one lacks that are considered advantageous to the client.
The company often provides some incentive to the client to make the sponsored
exchange. Special commission provision may also apply. If they do, these special
commission provisions will supersede the rules published here.

TERM CONVERSIONS. On a term conversion in the first policy year, the term
----------------
writer's first-year commissions are protected. The writer of the permanent
policy will receive first-year commissions on the new policy less the FYC paid
on the term policy, and will receive full renewal commissions. A term policy in
its second or later policy year may be converted, and full commissions will be
credited to the writer effecting the term conversion.

EXAMPLES
--------

It's important to note at this point that the examples below show the net FYC
you would receive given the assumptions shown. Remember, AS CURRENTLY IS THE
-------------------
BUSINESS PROCESS, Full FYC may well be paid out in one pay cycle AND the
----------------
relative Rewritten Business Rule adjustments, may come 1 or more pay cycles
later.

EXAMPLE OF HOW THE TABLE WORKS:
-------------------------------

PERCENT OF NORMAL FYC
YEARS -------------------------------------
OLD POLICY HAS UP TO OLD PREMIUM ABOVE OLD PREMIUM
BEEN IN-FORCE LEVEL (1) LEVEL
------------------ ----------------- -----------------
Less Than 5 0% 100%
5 but less than 6 25% 100%
6 but less than 7 30% 100%
7 but less than 8 35% 100%
8 but less than 9 40% 100%
9 but less than 10 45% 100%
10 or more 50% 100%

(1) Also applies to old money rolled over into an accumulation fund (e.g,
Excess Premium), or whole life riders (e.g, VABR).
---------------

Assumptions:

.. New Policy FYC Rate is 50%

.. Old Policy in-force for 7 1/2 years (cross table at "7 but less than 8"
years in-force row)

Results:

.. FYC Rate on New Premium up to the Old Premium level = 17.5% (which is
normal FYC Rate 50% x 35% - the % from the chart above)

.. FYC Rate for New Premium above Old Premium level = 50% (New Money, gets
full FYC)

EXAMPLES OF A LIFE TO LIFE REWRITTEN POLICY

EXAMPLE 1: Old policy and New Policy have same premium.

Old Policy
----------

.. In-force for 9 years

.. Premium of $1,000

.. $0 net cash value

New Policy
----------

.. New Premium of $1,000

.. Normal FYC rate of 50%

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00

.. FYC on New Premium above Old Premium level = 50% x ($1,000 - $1,000) = $ 0.00
-------
TOTAL FYC = $225.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. No FYC on New Premium above Old Premium level because New Premium minus Old
Premium is $0.

EXAMPLE 2: New Policy has $500 more premium than old policy.

Old Policy
----------

.. In-force for 9 years

.. Premium of $1,000

.. $0 net cash value

New Policy
----------

.. New Premium of $1,500

.. Normal FYC rate of 50%

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00

.. FYC on New Premium above Old Premium level = 50% x ($1,500 - $1,000) = $250.00
-------
TOTAL FYC = $475.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. FYC on New Premium above Old Premium calculated as above because New
Premium minus Old Premium is $500.

EXAMPLE 3: New Policy has $500 more premium than old policy, and additional
$10,000 of Old Policy Cash Value also being rolled over into new policy.

Old Policy
----------

.. In-force for 9 years

.. Premium of $1,000

.. $10,000 net cash value (Rolled Over to New Policy)

New Policy
----------

.. New Premium of $1,500

.. Normal FYC rate of 50%

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1000 = $225.00

.. FYC on New Premium above Old Premium level = 50% x ($1,500 - $1,000) = $250.00

.. FYC on net Cash Value from Old Policy =2% x 45% x $10,000 = $ 90.00
-------
TOTAL FYC = $565.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. FYC on New Premium above Old Premium calculated as above because New
Premium minus Old Premium is $500.

.. Multiply as shown above for Old Money ($10,000) rolled over to new policy.

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

EXAMPLE 4: Same as example 3, BUT assume $10,000 of Old Policy Cash Value is
surrendered by owner (i.e., not rolled over into the new policy.)

Old Policy
----------

.. In-force for 9 years

.. Premium of $1,000

.. $10,000 net cash value (NOT rolled over)
---

New Policy
----------

.. New Premium of $1,500

.. Normal FYC rate of 50%

Results:

.. FYC on New Premium up to Old Premium level = 50% x 45% x $1,000 = $225.00

.. FYC on New Premium above Old Premium level = 50% x ($1,500 - $1,000) = $250.00

.. FYC on net Cash Value from Old Policy ("Old Money") = $ 0.00
-------
TOTAL FYC = $475.00

How did we get there?

.. Look Up applicable FYC adjustment rate from table (9 years inforce) = 45%

.. Multiply as shown above for New Premium up to Old Premium level ($1,000)

.. FYC on New Premium above Old Premium calculated as above because New
Premium minus Old Premium is $500.

.. Since the owner of the contract surrendered the policy, no premium dollars
came into the new Policy from "Old Money." Hence, No FYC would be paid on
Old Money.

EXAMPLE 5: Same as example 3, BUT $2,500 New Policy Premium. This would cause
the Premium Doubling Rule to take effect.

Old Policy
----------

.. In-force for 9 years

.. Premium of $1,000

.. $10,000 net cash value (Rolled over into New Policy)

New Policy
----------

.. New Premium of $2,500

.. Normal FYC rate of 50%

Results:

.. FYC on All New Premium = 50% x $2,500 = $1,250.00

.. FYC on net Cash Value from Old Policy ("Old Money") = 2% x 45% x $10,000 = $ 90.00
---------
TOTAL FYC = $1,340.00

How did we get there?

.. The New base premium is at least double that of the Old base premium,
therefore the Premium Doubling Rule applies and Full FYC will be paid on
the New Policy base premium.

.. The Old Money rolled into the New Policy will receive FYC based on the
Table.

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

EXAMPLE 6 - ANNUITY/MUTUAL FUND/WRAP TO LIFE: $20,000 from an annuity is rolled
over into the PUAR of a new life policy, which has a premium of $500.

Old Contract
------------

.. $20,000 in Old Contract (Rolled into PUAR)

.. No Surrender Charges

New Policy
----------

.. $500 New Premium

.. FYC is 50%

Results:

.. FYC Rate of new premium is 50% (50% x 500 = $250) = $250.00

.. FYC on PUAR is 3% ($20,000 x 3% = $600) = $600.00
-------
TOTAL FYC = $850.00

How did we get there?

.. Full FYC is paid when money is coming from an "old" Investment & Income
product into a "new" Protection product.

.. Old contract was out of the surrender charge period.

EXAMPLES OF AN ANNUITY TO REWRITTEN ANNUITY CONTRACT

EXAMPLE 7: Old annuity is out of the surrender charge period.

Old Contract
------------

.. $100,000 Old Contract Surrender

.. No Surrender Charges

New Contract
------------

.. $100,000 New Contract Deposit

.. GDC Rate of 6%

.. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit ($100,000 x 6%= $6,000)

.. FYC Rate of GDC is 35% of $6,000= $2,100

.. 1/2 FYC on entire deposit = 50% x $2,100 = $1,050.00
---------
TOTAL FYC = $1,050.00

How did we get there?

.. Since there were no surrender charges and no New Money deposited, half the
FYC is paid on the deposit.

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

EXAMPLE 8: Same as Example 7, but assume additional $10,000 new deposit.

Old Contract
------------

.. $100,000 Old Contract Surrender

.. No Surrender Charges

New Contact
-----------

.. $110,000 New Contract Deposit

.. GDC Rate of 6%

.. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. Full FYC on "New Money" ($10,000 x 6% x 35% = $210) = $ 210.00
.. 1/2 FYC on rollover deposit ($100,000 x 6% x 35% x 50% = $1,050) = $1,050.00
---------
TOTAL FYC = $1,260.00

How did we get there?

.. Since there were no surrender charges and there was New Money deposited
along with the deposit rolled over from the old annuity, full FYC (35% of
the GDC) is paid on the "New Money" and half the FYC (50% of the 35% of the
GDC) is paid on the deposit rolled over. The amount will be paid in the
current year.

EXAMPLE 9: Same as Example 7, but old contract is still in the surrender charge
period.

Old Contract
------------

.. $100,000 Old Contract Surrender

New Contact
-----------

.. $100,000 New Contract Deposit

.. Surrender Charges

.. GDC Rate of 6%

.. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. FYC on rollover deposit ($100,000 x 6% x 35% x 0% = $0) = $0.00
-----
TOTAL FYC = $0.00

How did we get there?

.. Since the old contract was still in the surrender charges no FYC will be
paid.

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

EXAMPLE 10: Same as Example 8, but old contract is still in the surrender charge
period.

Old Contract
------------

.. $100,000 Old Contract Surrender

.. Surrender Charges

New Contact
-----------

.. $110,000 New Contract Deposit

.. GDC Rate of 6%

.. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. Full FYC on "New Money" ($10,000 x 6% x 35% = $210) = $210.00

.. FYC on rollover deposit ($100,000 x 6% x 35% x 0% = $0) = $ 0.00
-------
TOTAL FYC = $210.00

How did we get there?

.. Since the old contract was still in the surrender charge period, no FYC
will be paid on the "Old Money" included in the deposit to the new
contract. Full FYC (35% of the GDC) is paid on the "New Money."

EXAMPLES OF A MUTUAL FUND/WRAP TO A REWRITTEN MUTUAL FUND/WRAP

EXAMPLE 11: Old fund is from ABC Family. New fund is from XYZ Family, and a
properly executed "Mutual Fund Switch Letter" signed by the client, the FSR and
his/her manager, has been submitted as part of the transaction.

Old Fund
--------

.. $3,000 in Old Fund

New Fund
--------

.. $3,000 New Fund Deposit

.. GDC Rate of 6%

.. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit ($3,000 x 6% = $180)

.. FYC Rate of GDC is 35%

.. FULL FYC ON FUND FAMILY CHANGE $3,000 X6% X35% = $63.00

How did we get there?

.. Since the old and new funds were from different fund families, full FYC is
paid.

T. IMPORTANT NOTE
--------------

.. If, in this example, the new fund family was THE SAME AS THE OLD FAMILY, NO
FYC would be payable.

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

EXAMPLE 12: Same as Example 11, but additional $1,000 "New Money," where new
fund is from the same fund family as old fund.

Old Fund
--------

.. $3,000 in Old Fund

New Fund
--------

.. $4,000 New Contract Deposit

.. GDC Rate of 6%

.. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. No FYC on "Old Money"

.. FULL FYC ON "NEW MONEY" ($4,000 - $3,000) X 6% X 35% = $21.00

How did we get there?

.. Full FYC is paid on "New Money" only.

EXAMPLES OF A LIFE TO ANNUITY, MUTUAL FUND, OR WRAP

EXAMPLE 13: Life policy in-force 10 or more years, no New Money. Full FYC is
paid on "Old Money."

Old Policy
----------

.. $2,000 cash surrender value in Old Policy

.. Policy in-force 12 years

New Contract/Fund
-----------------

.. $2,000 New Contract/Fund Deposit

.. GDC Rate of 6%

.. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. FULL FYC ON DEPOSIT INTO NEW FUND/CONTRACT ($2,000 X 6% X 35% = $42)

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

EXAMPLE 14: Life policy in-force less than 10 years, no New Money. No FYC is
-------------
paid on Old Money.

Old Policy
----------

.. $2,000 cash surrender value in Old Policy

.. Policy In-force 8 years

New Contract/Fund
-----------------

.. $2,000 New Contract Deposit

.. GDC Rate of 6%

.. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. NO FYC ON "OLD MONEY" ($2,000 - $2,000) X 6% X 35% X 0% = $0.00

EXAMPLE 15: Life policy in-force less than 10 years, $1,000 New Money deposited
into contract/fund. Full FYC is paid on "New Money" only.

Old Policy
----------

.. $2,000 cash surrender value in Old Policy

.. Policy In-force 8 years

New Contract/Fund
-----------------

.. $3,000 New Contract Deposit

.. GDC Rate of 6%

.. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. FULL FYC ON "NEW MONEY" ($3,000 - $2,000) X 6% X 35% = $21.00

.. $ 0 GDC on old policy cash surrender value.

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

EXAMPLE 16: Life policy in-force 10 or more years, $1,000 of New Money deposited
into contract/fund. Full FYC is paid on the "Old Money" AND "New Money."

Old Policy
----------

.. $2,000 cash surrender value in Old Policy

.. Policy In-force 12 years

New Contract/Fund
-----------------

.. $3,000 New Contract Deposit

.. GDC Rate of 6%

.. FYC is 35% of GDC

Results:

.. GDC is 6% of New Deposit

.. FYC Rate of GDC is 35%

.. FULL FYC ON DEPOSIT INTO NEW CONTRACT/FUND $3,000 X 6% X 35% = $63.00

EXHIBIT D

ASSOCIATED INSURANCE AGENCY

The Broker/Dealer named below ("Broker"), having executed a Sales Agreement
(the "Agreement") by and between Broker, and MetLife Investors Distribution
Company and (collectively "Company")
---------------------------------------
dated that, among other things, provides for sales of Company's or
-------------
its Affiliates' Variable Contracts through a designated associated insurance
agency or agencies, hereby designates the associated insurance agency (the
"Associated Insurance Agency") named below as its Agency (as that term is
defined in the Agreement) pursuant to Article III thereof. By signing this
Exhibit D, each of Broker and the Associated Insurance Agency hereby represents
and warrants that the Associated Insurance Agency is and will remain qualified
to serve as an Agency in accordance with the terms of the Agreement. The
Associated Insurance Agency hereby acknowledges that it has received a copy of
the Agreement, that it has reviewed the Agreement and understands all of its
terms, covenants and agreements, that it has had the opportunity to consult with
counsel of choice relative thereto and that it agrees to be bound by and subject
to the terms of the Agreement.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE
ENFORCED BY THE PARTIES

-----------------------------------------
Broker/Dealer

By:
-------------------------------------

-----------------------------------------
Print Name & Title

-----------------------------------------
(Tax Identification Number)

-----------------------------------------
(Affiliated Insurance Agency Name)

By:
-------------------------------------

-----------------------------------------
( Print Name & Title)

-----------------------------------------
(Tax Identification Number)

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METLIFE INVESTORS DISTRIBUTION COMPANY SALES AGREEMENT TABLE OF CONTENTS

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