DISTRIBUTION AGREEMENT
AGREEMENT made as of the 1st day of July, 2002, by and between Lutheran Brotherhood Variable Insurance Products Company,
a fraternal benefit society organized under the laws of the state of Minnesota ("LBVIP"), on its own behalf and on behalf of LBVIP
Variable Annuity Account I (the "Variable Account"), and Thrivent Investment Management Inc., a Delaware corporation ("Thrivent
Investment Mgt.").
WITNESSETH:
WHEREAS, the Variable Account is a separate investment account of LBVIP for the sale of flexible premium variable
annuity contracts ("Contracts") registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "1933 Act"); and
WHEREAS, the Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the
"1940 Act"); and
WHEREAS, Thrivent Investment Mgt. is registered as a broker-dealer under the Securities Exchange Act of 1934 (the
"Securities Exchange Act") and is a member of the National Association of Securities Dealers, Inc. ("NASD"); and
WHEREAS, LBVIP and Thrivent Investment Mgt. wish to enter into an agreement to have Thrivent Investment Mgt. act as
LBVIP's principal underwriter for the sale of the Contracts through the Variable Account;
NOW, THEREFORE, the parties agree as follows:
1. Appointment of the Distributor
LBVIP agrees that during the term of this Agreement it will take all action which is required to cause the
Contracts to comply as an insurance product and a registered security with all applicable federal and state
laws and regulations. LBVIP appoints Thrivent Investment Mgt. and Thrivent Investment Mgt. agrees to act as
the principal underwriter for the sale of Contracts to the public during the term of this Agreement in each
state and other jurisdiction in which such Contracts may lawfully be sold. Thrivent Investment Mgt. shall
offer the Contracts for sale and distribution at premium rates set by LBVIP. Applications for the Contracts
shall be solicited only by representatives duly and appropriately licensed or otherwise qualified for the sale
of such Contracts in each state or other jurisdiction. LBVIP shall undertake to appoint Thrivent Investment
Mgt.'s qualified registered representatives as life insurance or annuity agents of LBVIP. Completed
applications for Contracts shall be transmitted directly to LBVIP for acceptance or rejection in accordance
with underwriting rules established by LBVIP. Initial premium payments under the Contracts shall be made by
check payable to LBVIP and shall be held at all times by Thrivent Investment Mgt. or its registered
representatives in a fiduciary capacity and remitted promptly to LBVIP. Anything in this Agreement to the
contrary notwithstanding, LBVIP retains the ultimate right to control the sale of the Contracts and to appoint
and discharge life insurance agents of LBVIP. Thrivent Investment Mgt. shall be held to the exercise of
reasonable care in carrying out the provisions of this Agreement.
2. Sales Agreements
A. Thrivent Investment Mgt. is hereby authorized to enter into separate written agreements, on such terms
and conditions as Thrivent Investment Mgt. may determine not inconsistent with this Agreement, with one or
more registered representatives who agree to participate in the distribution of Contracts. Such
registered representatives shall be registered as securities agents with the NASD. Thrivent Investment
Mgt. and its registered representatives soliciting applications for Contracts shall also be duly and
appropriately licensed, registered or otherwise qualified for the sale of such Contracts (and the riders
and other policies offered in connection therewith) under the insurance laws and any applicable
securities laws of each state or other jurisdiction in which LBVIP is authorized to offer the
Contracts. Thrivent Investment Mgt. shall have the responsibility for ensuring that its registered
representatives are properly supervised. Thrivent Investment Mgt. shall assume any legal
responsibilities of LBVIP for the acts, commissions or defalcations of such registered representatives
insofar as they relate to the sale of the Contracts. Applications for Contracts solicited by Thrivent
Investment Mgt. through its registered representatives shall be transmitted directly to LBVIP. All
premium payments under the Contracts shall be made by check to LBVIP and, if received by Thrivent
Investment Mgt., shall be held at all times in a fiduciary capacity and remitted promptly to LBVIP.
B. With the consent of LBVIP, Thrivent Investment Mgt. also may employ such other person, persons,
corporation, or corporations in order to assist it in carrying out this Contract.
3. Life Insurance or Annuity Licensing
LBVIP shall be responsible for ensuring that the registered representatives are duly qualified under the
insurance laws of the applicable jurisdictions to sell the Contracts.
4. Suitability
LBVIP wishes to ensure that Contracts sold by Thrivent Investment Mgt. will be issued to purchasers for whom
the Contract will be suitable. Thrivent Investment Mgt. shall take reasonable steps to ensure that the
various registered representatives appointed by it shall not make recommendations to an applicant to purchase
a Contract in the absence of reasonable grounds to believe that the purchase of the Contract is suitable for
such applicant. While not limited to the following, a determination of suitability shall be based on
information furnished to a registered representative after reasonable inquiry of such applicant concerning the
applicant's insurance and investment objectives, financial situation and needs, and the likelihood that the
applicant will continue to make the premium payments contemplated by the Contracts.
5. Promotion Materials
LBVIP shall have the responsibility for furnishing to Thrivent Investment Mgt. and its registered
representatives sales promotion materials and individual sales proposals related to the sale of the
Contracts. Thrivent Investment Mgt. shall not use any such materials that have not been approved by LBVIP.
6. Compensation
LBVIP shall arrange for the payment of commissions to those registered representatives of Thrivent Investment
Mgt. who are entitled thereto in connection with the sale of the Contracts on behalf of Thrivent Investment
Mgt., in the amounts and on such terms and conditions as LBVIP and Thrivent Investment Mgt. have determined in
accordance with the contracts with the registered representatives.
LBVIP shall reimburse Thrivent Investment Mgt. for the costs and expenses incurred by Thrivent Investment Mgt.
in furnishing or obtaining the services, materials and supplies required by the terms of this Agreement, in
the initial sales efforts and the continuing obligations hereunder.
7. Records
Thrivent Investment Mgt. shall have the responsibility for maintaining the records of representatives
licensed, registered and otherwise qualified to sell the Contracts. Thrivent Investment Mgt. shall maintain
such other records as are required of it by applicable laws and regulations. The books, accounts and records
of LBVIP, the Variable Account and Thrivent Investment Mgt. shall be maintained to clearly and accurately
disclose the nature and details of the transactions. All records maintained by Thrivent Investment Mgt. or in
connection with this Agreement shall be the property of LBVIP and shall be returned to LBVIP upon termination
of this Agreement, free from any claims or retention of rights by Thrivent Investment Mgt. Thrivent
Investment Mgt. shall keep confidential any information obtained pursuant to this Agreement and shall disclose
such information, only if LBVIP has authorized such disclosure, or if such disclosure is expressly required by
applicable federal or state regulatory authorities.
8. Investigations and Proceedings
A. Thrivent Investment Mgt. and LBVIP agree to cooperate fully in any insurance regulatory
investigation, proceeding or judicial proceeding arising in connection with the Contracts
distributed under this Agreement. Thrivent Investment Mgt. and LBVIP further agree to cooperate
fully in any securities regulatory investigation, proceeding or judicial proceeding with respect to
LBVIP, Thrivent Investment Mgt., their affiliates and their agents or representatives to the extent
that such investigation or proceeding is in connection with Contracts distributed under this
Agreement. Thrivent Investment Mgt. shall furnish applicable federal and state regulatory
authorities with any information or reports in connection with its services under this Agreement
which such authorities may request in order to ascertain whether the LBVIP's operations are being
conducted in a manner consistent with any applicable law or regulation.
B. In the case of a written customer complaint, Thrivent Investment Mgt. and LBVIP will cooperate in
investigating such complaint and any response to such complaint will be sent to the other party to
this Agreement for approval not less than five business days prior to its being sent to the
customer or regulatory authority, except that if a more prompt response is required, the proposed
response shall be communicated by telephone or electronic transmission.
9. Termination
This Agreement shall terminate automatically upon its assignment by either party without the prior written
consent of both parties. This Agreement may be terminated at any time by either party on 60 days' written
notice to the other party, without the payment of any penalty. Upon termination of this Agreement all
authorizations, rights and obligations shall cease except the obligation to settle accounts hereunder,
including commissions on premiums subsequently received for Contracts in effect at time of termination, and
the agreements contained in
Paragraph 8 hereof.
10. Regulation
This Agreement shall be subject to the provisions of the 1933 Act, the 1940 Act and the Securities Exchange
Act and the rules, regulations and rulings promulgated thereunder and of the applicable rules and regulations
of the NASD, from time to time in effect, and the terms hereof shall be interpreted and construed in
accordance therewith.
11. Severability
If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby.
12. Applicable Law
This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of
Minnesota.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
LBVIP VARIABLE ANNUITY ACCOUNT I
By Lutheran Brotherhood Variable Insurance
Products Company
By /s/ Xxxxx X. Xxxxxxxxx
_____________________________________
Xxxxx X. Xxxxxxxxx, President
and Chief Executive Officer
LUTHERAN BROTHERHOOD VARIABLE INSURANCE PRODUCTS COMPANY
By /s/ Xxxxx X. Xxxxxxxxx
_____________________________________
Xxxxx X. Xxxxxxxxx, President
and Chief Executive Officer
THRIVENT INVESTMENT MANAGEMENT INC.
By /s/ Xxxxx X. Xxxxxxxxx
_____________________________________
Xxxxx X. Xxxxxxxxx, President
