BY AND AMONG SE(2) INC.

EXHIBIT 99.8(a)

THIRD PARTY ADMINISTRATOR AGREEMENT

BY AND AMONG

SE(2) INC.

SECURITY DISTRIBUTORS, INC.

AND

COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY

April 1, 2013

TABLE OF CONTENTS

Page

1. TERMINATION OF PRIOR AGREEMENTS AND STRUCTURE OF THIS AGREEMENT 7
1.1 Termination of prior agreements 7
1.2 Structure of TPA arrangements 7
2. DEFINITIONS 8
3. TERMS OF APPOINTMENT/SERVICES 11
3.1 Third Party Administrator Services 11
3.2 Change Orders 12
3.3. Facilities 12
3.4 Continuing Responsibilities as to Contracts 12
3.5 Underwriting 13
3.6 Claims 13
3.7 Relationships with Insureds 13
3.8 Error Correction 14
3.9 Back-Up 14
3.10 Business Resumption Plan 15
3.11 Modification 16
3.12 Estimates 16
3.13 Conformity to Law and Regulations; Changes in Applicable Law 18
3.14 Brokerage Services 19
3.15 Other State TPA Requirements 19
3.16 Variances 20
3.17 Tax Qualification 20
3.18 Advertising 20
3.19 Personnel; Service Centers 21
4. BOOKS AND RECORDS 23
4.1 Copy of Written Agreement 23
4.2 Books and Records 23
4.3 Ownership of Books and Records 24
4.4. Regulator Access to Books and Records 24
4.5 Contract to Trustee 24
4.6 Segregation 24
4.7 Additional Information 25
4.8 Additional Records 25
4.9 Access to Books 25
5. SYSTEMS AND PROPRIETARY RIGHTS 25
5.1 Commonwealth and Client's Property 25
5.2 Administrator's Property 26
5.3 Intellectual Property 26
5.4 Licensing Matters; Escrow 26
5.5 Software 28
6. PAYMENTS AND COLLECTIONS 28
6.1 Effect of Administrator's Receipt of Payments 28
6.2 Premium and Other Deposit Accounts 26
6.3 Disbursement Accounts and NSCC Securities Clearing Account 29
6.4 Form of Payments 29

Page

6.5 Operation of Accounts 30
6.6. Records of Receipts 30
6.7 Records of Disbursements 30
6.8 Monthly Accounting 30
6.9 Currency 30
7. TERM AND TERMINATION 30
7.1 Term 30
7.2 Renewal 30
7.3 Election of Non-Renewal at End of Term 31
7.4 Commonwealth Termination for Convenience and Reduction of Scope 31
7.5 Termination for Cause: Extension of Termination Date 32
7.6 Termination for Insolvency 33
7.7 Termination on Change of Control or Divestiture 33
7.8 Effect of Expiration or Termination 34
7.9 Transfer Assistance 34
7.10 Notice of Termination as Required by Applicable Law 36
7.11 Survival 36
8. FEES AND EXPENSES 36
8.1 Fees 36
8.2 [Intentionally Omitted] 36
8.3 Reimbursable Expenses 36
8.4 Invoicing; Payment Terms 36
8.5 Taxes 37
8.6 Increases to Fees and Charges 39
8.7 Most Favored Customer 39
9. ADJUSTMENTS TO CHARGES 40
9.1 Audit of Charges 40
9.2 Undercharges 40
10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ADMINISTRATOR AND SDI 41
10.1 Corporate Existence 41
10.2 Corporate Capacity 41
10.3 Corporate Authority 41
10.4 Governmental Entities 41
10.5 Authorizations 41
10.6 Compliance 41
10.7 Personnel 42
10.8 Access to Employees 42
10.9 Services and Brokerage Services Will Not Infringe 42
10.10 Software Will Not Infringe 42
10.11 Facilities 42
10.12 Bond and Insurance Requirements 42
10.13 Errors and Omissions; Fidelity Bon; Other Insurance 42
11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMMONWEALTH 43
11.1 Corporate Existence 43
11.2 Corporate Capacity 43
11.3 Corporate Authority 43
11.4 Governmental Entities 44
11.5 Authorizations 44

Page

11.6 Legal Compliance 44
11.7 Access to Employees 44
12. INDEMNIFICATION 44
12.1 Indemnification of Administrator and SDI 44
12.2 Indemnification of Client and Commonwealth 45
12.3 Indemnification Procedures Involving Third-Party Claims 46
13. LIMITATION OF LIABILITY 48
13.1 Cure 48
13.2 Limitation of Liability 48
13.3 Exclusion of Damages 48
13.4 Exceptions to Limitation of Liability 48
13.5 Force Majeure 49
13.6 Enforcement 49
14. CONFIDENTIALITY 49
14.1 Confidential Information 49
14.2 Disclosure Order 50
14.3 Return of Information and Books and Records after Termination 50
14.4 Exception 51
14.5 Unauthorized Acts 51
14.6 Action by Parties 51
14.7 GLB Compliance 51
14.8 Breach 52
14.9 Information Security Management Procedures 52
14.10 Chinese Wall 52
15. DISPUTE RESOLUTION 53
15.1 Executive Resolution 53
15.2 Continued Performance 53
15.3 Judicial Remedy to Enforce Confidentiality 53
16. AUDIT AND INSPECTION 53
16.1 Audit Right 53
16.2 Access 54
16.3 Cooperation 54
16.4 Categories of Audits 54
16.5 No Interference 55
16.6 Audit Expenses 55
16.7 Exit Conference 55
17. MISCELLANEOUS 55
17.1 Transfer 55
17.2 Independent Contractor 56
17.3 Entire Agreement 56
17.4 Notice, Service of Process and Regulatory Notices 56
17.5 Governing Law 58
17.6 Counterparts 58
17.7 Construction 58
17.8 Severability 58
17.9 Third Party Beneficiaries 58
17.10 Covenant of Further Assurances 58
17.11 No Solicitation of Employees 59

INDEX OF EXHIBITS AND ANNEXES

EXHIBIT NAME
------- ----

Exhibit A Form of Termination Agreement
Exhibit B [Reserved]
Exhibit C [Reserved]
Exhibit D Off-Site Facilities
Exhibit E Security Procedures
Exhibit F Business Resumption Plan
Exhibit G Offshore Administration Services
Exhibit H Key Personnel
Exhibit I Service Centers
Exhibit J Other State TPA Requirements

ANNEXES
-------
Annex 3.19(g) The Security Benefit Group of Companies Code of
Business Conduct and Ethics
Annex 14.1(b) Permitted disclosure of Commonwealth Confidential
Information

THIRD PARTY ADMINISTRATOR AGREEMENT

This Third Party Administrator Agreement is made as of the 1st day of February,
2013 by and between Commonwealth Annuity and Life Insurance Company, a
Massachusetts insurance corporation, se(2) inc., a Kansas third-party
administrator ("ADMINISTRATOR"), and Security Distributors, Inc., a Kansas
corporation ("SDI"), an Affiliate of ADMINISTRATOR, for the limited purposes set
forth herein.

RECITALS

WHEREAS, Commonwealth Annuity and Life Insurance Company ("COMMONWEALTH"), is a
wholly owned subsidiary of The Xxxxxxx Xxxxx Group, Inc. ("GS Group"), a holding
company domiciled in the State of New York that is engaged through its
Affiliates and subsidiaries in insurance, annuity, broker-dealer, investment
management and related businesses;

WHEREAS, GS Group, Security Benefit Life Insurance Company ("Security Benefit"),
and Security Distributors, Inc. ("SDI") had previously entered into a Third
Party Administrator Agreement dated August 22, 2005, for the benefit of
Commonwealth and of certain affiliates and clients of Commonwealth, who
subsequently entered into related Work Assignments dated December 30, 2005,
October 31, 2006, and October, 2008, respectively, with Security Benefit and SDI
and a Work Assignment dated April 26, 2012 with se(2), inc. (such Third Party
Administrator Agreement and related Work Assignments, collectively, the
"Original TPA Agreements");

WHEREAS, First Allmerica Financial Life Insurance and Annuity Company (FAFLIC")
entered into a Third Party Administrator Agreement dated January 20, 2006 and
related Work Assignment each dated January 20, 2006, as amended, with Security
Benefit and SDI (collectively, the "FAFLIC TPA Agreements");

WHEREAS, effective October 1, 2009 Security Benefit assigned to se(2) Inc.
("ADMINISTRATOR") its rights, duties, and obligations under the Commonwealth TPA
Agreements and FAFLIC TPA Agreements, and in connection therewith Security
Benefit provided certain guarantees to COMMONWEALTH and FAFLIC, respectively;

WHEREAS, COMMONWEALTH desires that ADMINISTRATOR provide Services (as defined
herein) directly to COMMONWEALTH, with respect to certain life insurance
policies and annuity products issued, reinsured, administered or serviced by
Commonwealth, as currently provided under the Commonwealth TPA Agreements and
FAFLIC TPA Agreement, (such life policies and contracts, collectively, the
"Contracts," including but not limited to Contracts issued by COMMONWEALTH,
FAFLIC, Transamerica Life Insurance Company, Zurich American Life Insurance
Company, and Protective Life Insurance Company), and ADMINISTRATOR desires to
provide such Services;

WHEREAS, Commonwealth desires that SDI will provide certain broker-dealer
services in connection with such engagement, and SDI desires to provide such
services; and

WHEREAS: ADMINISTRATOR and SDI agree to be bound by any Work Assignment entered
into as contemplated hereby, as set forth more fully in Article 1.

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

GENERAL TERMS AND CONDITIONS

1. TERMINATION OF PRIOR AGREEMENTS AND STRUCTURE OF THIS AGREEMENT

1.1 TERMINATION OF PRIOR AGREEMENTS.

a. Concomitant with the execution of this Agreement, the parties agree
that each of the Original TPA Agreements shall be terminated pursuant to the
terms of a Termination Agreement substantially in the form set forth in Exhibit
A-1. The Termination Agreement shall provide in substance that each party
thereto forever releases and discharges each other party and its respective
predecessors, successors, assigns, officers, directors, agents, employs and
representatives, from any and all liability that the party has against each such
other party arising from, based upon, or in any way related to such agreements,
it being the intention of the parties to such agreements that this release
operate as a full and final settlement of a party's liability to each other
party under and in connection with the agreement, except that such termination,
release and settlement of the Original TPA Agreements does not extinguish, limit
or otherwise modify any Liability arising or incurred thereunder prior to, or
with respect to any period prior to, the Effective Time, and in connection
therewith such Original TPA Agreements remain in full force and effect

b. Concomitant with the execution of this Agreement, the parties agree
that the FAFLIC TPA Agreement shall be terminated pursuant to the terms of a
Termination Agreement substantially in the form set forth in Exhibit A-2. The
Termination Agreement shall provide in substance that each party thereto forever
releases and discharges each other party and its respective predecessors,
successors, assigns, officers, directors, agents, employs and representatives,
from any and all liability that the party has against each such other party
arising from, based upon, or in any way related to such agreements, it being the
intention of the parties to such agreements that this release operate as a full
and final settlement of a party's liability to each other party under and in
connection with the agreement, except that such termination, release and
settlement of the FAFLIC TPA Agreements does not extinguish, limit or otherwise
modify any Liability arising or incurred thereunder prior to, or with respect to
any period prior to, the Effective Time, and in connection therewith such FAFLIC
TPA Agreements remain in full force and effect.

1.2. STRUCTURE OF TPA ARRANGEMENTS.

These General Terms and Conditions and the Exhibits and Annexes hereto, as
applicable, state terms that apply to all dealings among ADMINISTRATOR, SDI and
COMMONWEALTH pursuant to this Agreement, and shall constitute an agreement
separate and distinct from any Work Assignment. A Work Assignment describes the
Services, in the case of the ADMINISTRATOR, and the Brokerage Services, in the
case of SDI, that ADMINISTRATOR and SDI respectively agree to provide, and may
contain special terms related to such Work Assignment. Each Work Assignment, as
supplemented by the terms and conditions of this Agreement (as amended from time
to time, and including the Exhibits and Annexes hereto), shall constitute a
separate and distinct agreement. By entering into a Work Assignment hereunder,
COMMONWEALTH shall be deemed to have accepted and agreed to these General Terms
and Conditions and the Exhibits and Annexes hereto on behalf of itself and its
CLIENTS, but no CLIENT shall be deemed to be a party to any Work Assignment to
which it is not a signatory. If there is any conflict between an Exhibit, Annex
or Work Assignment and the terms and conditions of this Agreement (excluding for
this purpose Exhibits and Annexes to it), the Exhibit, Annex or Work Assignment
shall control. If there is any conflict between an Exhibit or an Annex and a
Work Assignment, the Work Assignment shall control. (For the avoidance of doubt,
nothing in this Agreement shall obligate ADMINISTRATOR to perform Brokerage
Services).

2. DEFINITIONS

This section defines some capitalized terms that may be used in this Agreement.

2.1 ACCOUNT GUIDELINES has the meaning set forth in Section 6.3.

2.2 ADDITIONAL RECORDS has the meaning set forth in Section 4.8.

2.3 ADMINISTRATOR has the meaning set forth in the Preamble.

2.4 ADMINISTRATOR INDEMNIFIED PARTY has the meaning set forth in Section
12.1.

2.5 AFFILIATE means, with respect to a Person, any other Person that
directly, or indirectly, through one or more intermediaries, Controls
or is Controlled by, or is under common Control with, such Person.

2.6 RESERVED

2.7 RESERVED

2.8 APPLICABLE LAW means all laws, common laws, rules, regulations, codes,
statutes, judgments, injunctions, orders, agreements, decrees,
policies and other requirements of all Governmental Entities
applicable to the Person, place and situation in question.

2.9 APPLICABLE LEVELS OF SERVICE means the levels of service applicable to
the Services and Brokerage Services as set forth in the applicable
Work Assignment.

2.10 BACK-UP COPIES has the meaning set forth in Section 3.9.

2.11 BOOKS AND RECORDS has the meaning set forth in Section 4.2.

2.12 BROKERAGE SERVICES has the meaning set forth in Section 3.14.

2.13 BUSINESS DAY means any day that is not a Saturday, Sunday or a day on
which banks in the State of New York are authorized or required to
close.

2.14 BUSINESS RESUMPTION PLAN has the meaning set forth in Section 3.10.

2.15 CAUSE has the meaning set forth in Section 7.5.

2.16 CLAIM means any civil, criminal or administrative claim, demand,
litigation, action, suit, hearing, investigation or proceeding
commenced by a third party.

2.17 CLAIMS NOTICE has the meaning set forth in Section 12.3.

2.18 CLIENT OR CLIENTS shall mean those affiliates or clients of
Commonwealth for whom Commonwealth is providing administrative
services in connection with annuity or life insurance policies and for
whom services shall be provided under this Agreement and related Work
Assignment(s).

2.19 CODE means the Internal Revenue Code of 1986, as amended.

2.20 CONFIDENTIAL INFORMATION means

a. with respect to COMMONWEALTH or a CLIENT,

i. the terms of this Agreement,

ii. any Nonpublic Information of COMMONWEALTH or a CLIENT,
respectively,

iii. Nonpublic Information of third parties in the possession of
COMMONWEALTH,

iv. the Books and Records of COMMONWEALTH or a CLIENT, and

b. with respect to ADMINISTRATOR and SDI,

i. the terms of this Agreement,

ii. any Nonpublic Information of ADMINISTRATOR and SDI,
respectively,

iii. Nonpublic Information of third parties in the possession of
ADMINISTRATOR or SDI, and

"Nonpublic Information" shall consist of all trade secrets and
information of any kind, including designs, concepts, ideas,
requirements, specifications, calculations, drawings, diagrams, maps,
charts, software, network structures, configurations, interfaces,
components, processes, practices, reports, lists, analyses,
compilations, data, studies, and other similar materials, in whatever
from maintained or furnished, whether documentary, orally, visually,
electronically, or by physical delivery or permitted observation or
inspection, or otherwise, regarding the property, products, services,
customers, or the existing or planned businesses or operations or any
parts thereof of a Party and/or any one or more of its Affiliates,
including any information furnished prior to the date of this
Agreement, disclosed by such Party to the other Party in connection
herewith by whatever means, including orally, visually, electronically
or by physical delivery or permitted observation or inspection or
otherwise, regardless of whether specifically identified as
"confidential" but which the receiving Party knows or reasonably ought
to know is confidential, together with any reports, analyses, data,
studies, interpretations, forecasts, compilations, memoranda, notes
and any other writings (regardless of form) prepared by the other
Party to the extent such writings contain such information.

"Confidential Information" shall not include the categories of
information described in Section 14.4(a).

2.21 CONTINUING CLIENT RESPONSIBILITIES and CONTINUING COMMONWEALTH
RESPONSIBILITIES have the meanings set forth in Section 3.4.

2.22 CONTRACTS has the meaning set forth in the Recitals.

2.23 CONTROL and its derivatives mean, with respect to any Person, the
possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether
through the ownership of voting securities or voting interests, by
contract or otherwise.

2.24 DISCLOSER has the meaning set forth in Section 14.1.

2.25 EFFECTIVE TIME means 12:00 am, New York City time, on February 4, 2013

2.26 ERISA means the United States Employee Retirement Income Security Act
of 1974, as amended.

2.27 FACILITIES AND SYSTEMS has the meaning set forth in the Recitals.

2.28 GLB means the Xxxxx-Xxxxx-Xxxxxx Act, codified as 15 U.S.C. Section
6801 et seq., and its implementing regulations, as may be amended from
time to time.

2.29 GOVERNMENTAL ENTITY means any federal, state, local or foreign
government, any court, administrative, regulatory or other
governmental agency, commission or authority or any self-regulatory
organization, including without limitation the National Association of
Securities Dealers.

2.30 RESERVED

2.31 RESERVED

2.32 IDEAS has the meaning set forth in Section 5.3(b).

2.33 INDEMNIFIED PARTY has the meaning set forth in Section 12.3.

2.34 INDEMNIFYING PARTY has the meaning set forth in Section 12.3.

2.35 INITIAL WORK ASSIGNMENT has the meaning set forth in Section 3.1(b).

2.36 INSOLVENT OR BANKRUPT PARTY has the meaning set forth in Section 7.6.

2.37 INSURED means a policyholder, annuityholder or certificateholder of a
Contract issued, reinsured, administered or serviced by COMMONWEALTH
or a CLIENT.

2.38 LOSSES has the meaning set forth in Section 12.1

2.39 NET LOSS has the meaning set forth in Section 3.16.

2.40 NONPUBLIC INFORMATION has the meaning set forth in Section 2.20.

2.41 NONPUBLIC PERSONAL INFORMATION means personally identifiable financial
information, as defined by Title V of the GLB, and personally
identifiable health or medical information pertaining to any Insured,
or any past or future policyholder, annuityholder or
certificateholder.

2.42 NSCC has the meaning set forth in Section 6.3(b).

2.43 OFF-SITE FACILITY has the meaning set forth in Section 3.9.

2.44 OTHER SOFTWARE LIST has the meaning set forth in Section 5.4.

2.45 PARTY means, as to this Agreement or WORK ASSIGNMENT among
COMMONWEALTH, ADMINISTRATOR and SDI, each of COMMONWEALTH,
ADMINISTRATOR and SDI (or ADMINISTRATOR and SDI collectively, as the
context requires). If a CLIENT is party to a WORK ASSIGNMENT, then
Party also includes such CLIENT.

2.46 PERSON means an association, firm, individual, partnership (general or
limited), corporation, limited liability company, trust, financial
institution, unincorporated organization or other entity.

2.47 PERSON-HOUR means the services of one Qualified person for one full
hour.

2.48 QUALIFIED means, with respect to an individual and a given service,
that such service is within the customary expertise of such individual
and that such individual is duly trained, licensed, certified or
registered if necessary to perform such service.

2.49 RECIPIENT has the meaning set forth in Section 14.1.

2.50 RECORDS RETENTION POLICY has the meaning set forth in Section 3.9.

2.51 REGULATORY AUTHORITY means a state department of insurance or other
governmental body that has the authority to regulate any Party under
this Agreement.

2.52 REIMBURSABLE EXPENSES means (i) all reasonably incurred, documented
and necessary expenses with respect to pre-approved travel (including
lodging and meAL EXPENSES), (ii) ALl reasonably incurred out-of-pocket
costs and (iii) all reasonably incurred pass-through expenses, in each
of cases (ii) and (iii) as described in the applicable Work
Assignment, and, in the case of (iii), any other such expenses as are
approved by COMMONWEALTH.

2.53 RESTRICTED GROUP has the meaning set forth in Section 17.11.

2.54 SALES TAX or SALES TAXES has the meaning set forth in Section 8.5.

2.55 SDI has the meaning set forth in the Preamble.

2.56 SERVICE CENTER has the meaning set forth in Section 3.19.

2.57 SERVICE PLATFORM has the meaning set forth in Section 5.3(b).

2.58 SERVICES has the meaning set forth in Section 3.1.

2.59 SOFTWARE means the software utilized by ADMINISTRATOR to perform the
Services and SDI to provide the Brokerage Services, including object
code and documentation.

2.60 STANDARD TIME AND MATERIALS RATES means, for a Person-hour and
computer usage, the rates stated in ADMINISTRATOR's rate schedule as
set forth in a Work Assignment and otherwise at its published rates.
"Standard Time and Materials Rates" for "materials" means the rates
stated on ADMINISTRATOR's rate schedule for materials, if any, as set
forth in a Work Assignment and otherwise at its published rates.

2.61 RESERVED

2.62 TERM has the meaning set forth in Section 7.1.

2.63 TERMINATION CHARGE means the applicable termination charge set forth
in a Work Assignment.

2.64 THIRD-PARTY INDEMNITOR has the meaning set forth in Section 12.3.

2.65 TIME AND MATERIALS BASIS means if a Work Assignment states that
Services or Brokerage Services will be provided on a "Time and
Materials Basis," charges for said Services or Brokerage Services will
be determined by the amount of ADMINISTRATOR's or SDI's, as the case
may be, Person-hours and Reimbursable Expenses in respect of materials
used in providing the Service or Brokerage Service, rather than by the
results achieved. COMMONWEALTH bears the risk of cost overruns and
delays on work performed on a Time and Materials Basis. Services,
Brokerage Services and services provided in connection with estimates
(as contemplated by Section 3.12) may be billed by the Person-hour or
any other unit agreed on in writing. Services, Brokerage Services and
services provided in connection with estimates (as contemplated by
Section 3.12) will be provided on a Time and Materials Basis and
billed by the Person-hour at Standard Time and Materials Rates, unless
the controlling Work Assignment specifies a different arrangement.

2.66 TRANSFER ASSISTANCE SERVICES has the meaning set forth in Section 7.9.

2.67 TYPE A VARIANCE has the meaning set forth in Section 3.16.

2.68 TYPE B VARIANCE has the meaning set forth in Section 3.16.

2.69 UNAUTHORIZED ACTS has the meaning set forth in Section 14.5.

2.70 VARIANCE has the meaning set forth in Section 3.16.

2.71 WITHHOLDING TAXES has the meaning set forth in Section 8.5.

2.72 WORK ASSIGNMENT has the meaning set forth in Section 3.1.

3. TERMS OF APPOINTMENT/SERVICES

3.1 THIRD PARTY ADMINISTRATOR SERVICES.

As of the effective date of each Work Assignment entered into
hereunder (each, a "Work Assignment"), COMMONWEALTH and the applicable
CLIENT (if party to the Work Assignment) hereby engages ADMINISTRATOR
to perform the third party administration services described herein
(as applicable) and therein (the "Services"), and SDI to perform

the Brokerage Services, in each case for and on behalf of COMMONWEALTH
or a CLIENT on the terms and conditions set forth in this Agreement
and the Work Assignment(s), these Terms and Conditions and the Annexes
and Exhibits hereto, and ADMINISTRATOR hereby accepts such engagement
by COMMONWEALTH and/or CLIENT and agrees to perform the Services, and
SDI agrees to perform the Brokerage Services, in accordance with and
on the terms and conditions set forth in the Agreement. The Services
and Brokerage Services shall be performed in a commercially reasonable
manner. ADMINISTRATOR and SDI shall have only those powers expressly
granted and set forth in this Agreement and the Work Assignment(s),
those powers that shall be agreed in writing from time to time and
powers that are reasonably necessary and incidental to so perform
their obligations under this Agreement and the Work Assignment(s).
ADMINISTRATOR and SDI shall have no power or authority on lines of
business or insurance or annuity products or policy or contract forms
other than those specifically listed and set forth in this Agreement
and the Work Assignments.

3.2 CHANGE ORDERS.

From time to time COMMONWEALTH and/or CLIENT (if party to a Work
Assignment) may request changes in the Services and Brokerage Services
rendered by ADMINISTRATOR or SDI under this Agreement or a Work
Assignment, or in the manner thereof. ADMINISTRATOR and/or SDI agree
to implement changes as may be requested by COMMONWEALTH or such a
CLIENT after ADMINISTRATOR and/or SDI and COMMONWEALTH and/or CLIENT
have agreed in writing on the changes to be made (which ADMINISTRATOR
and/or SDI shall make reasonable efforts to do) and additional or
reduced charges under the applicable Work Assignment, if any,
attributable to the change. ADMINISTRATOR and/or SDI shall have no
responsibility or liability for such requested changes unless and
until ADMINISTRATOR and/or SDI and COMMONWEALTH and/or the CLIENT (if
party to the Work Assignment) have so agreed in writing. Any changes
in any Services or Brokerage Services shall become effective only in
the event that a written amendment to this Agreement or a Work
Assignment is executed by COMMONWEALTH and/or the CLIENT (if party to
the Work Assignment) and ADMINISTRATOR and/or SDI, as applicable.

3.3 FACILITIES.

Except as otherwise provided in this Agreement or a Work Assignment,
ADMINISTRATOR and SDI shall furnish at their expense the facilities
and resources necessary to provide the Services and Brokerage Services
under this Agreement in accordance with the Applicable Levels of
Service, including, without limitation, necessary physical facilities,
Qualified personnel, office furniture, computer equipment and office
supplies necessary to provide the Services, in the case of
ADMINISTRATOR, and Brokerage Services, in the case of SDI. All such
personnel shall comply with the procedures and policies set forth on
EXHIBIT E, as in effect from time to time.

3.4 CONTINUING RESPONSIBILITIES AS TO CONTRACTS.

Except as set forth herein, COMMONWEALTH shall continue to be at all
times solely responsible for all matters related to the Contracts of
COMMONWEALTH and its CLIENTS ("Continuing COMMONWEALTH
Responsibilities"), except for such matters that are specifically the
obligation of a Client ("Continuing CLIENT Responsibilities"). To the
extent required by Applicable Law, COMMONWEALTH and each CLIENT
acknowledge that they are solely responsible for securing reinsurance
and for the

competent administration of their benefit programs. Except as set
forth herein, neither COMMONWEALTH nor any CLIENT may subcontract,
delegate or attempt to subcontract or delegate to ADMINISTRATOR and
SDI (and ADMINISTRATOR and SDI shall have no responsibility and no
liability for) any Continuing COMMONWEALTH Responsibilities or
Continuing CLIENT Responsibilities. ADMINISTRATOR and SDI assume no
obligation or responsibility for COMMONWEALTH's or a CLIENT's business
or operations hereby other than as contemplated hereby or as may arise
from ADMINISTRATOR'S and SDI's performance of their respective
obligations under this Agreement or a Work Assignment.

3.5 UNDERWRITING.

The Contracts are solely underwritten by COMMONWEALTH or CLIENTS, and
ADMINISTRATOR shall not be called upon to (and shall have no
responsibility to) establish any underwriting criteria, benefits or
premium rates, or to perform or conduct any services related to
underwriting other than to the extent set forth in this Agreement or a
Work Assignment. ADMINISTRATOR will perform only such underwriting
services as are contained in written procedures provided to it by
COMMONEALTH and/or the applicable CLIENT, and, subject to changes in
Applicable Law governed by Section 3.13(d), (a) in no event shall
ADMINISTRATOR be called upon in such procedures to provide any
underwriting services that would require ADMINISTRATOR to be
registered with any Governmental Entity other than such registration
or licensure as is otherwise required to perform the Services, and (b)
ADMINISTRATOR may refuse to perform a service set forth in such
procedures if it reasonably concludes that performing such service
would require additional registration or licensure.

3.6 CLAIMS.

ADMINISTRATOR shall have only such authority to pay claims as is set
forth in written procedures provided to it by COMMONWEALTH or the
applicable CLIENT and as more fully described in this Agreement or a
Work Assignment. ADMINISTRATOR shall not be called upon to (and shall
have no responsibility to) establish any claims payment procedures,
and shall have only such authority with respect to claims as is set
forth in written procedures provided to it by COMMONWEALTH or the
applicable CLIENT. Subject to changes in Applicable Law governed by
Section 3.13(d), (a) in no event shall ADMINISTRATOR be called upon in
such procedures to provide services with respect to claims that would
require ADMINISTRATOR to be registered with any Governmental Entity
other than such registration or licensure as is otherwise required to
perform the Services, and (b) ADMINISTRATOR may refuse to perform a
service set forth in such procedures if it reasonably concludes that
performing such service would require additional registration or
licensure.

3.7 RELATIONSHIPS WITH INSUREDS.

To the extent required by Applicable Law, ADMINISTRATOR shall, at
COMMONWEALTH's expense, provide a written notice approved by
COMMONWEALTH or the applicable CLIENT, such approval not to be
unreasonably withheld, delayed, denied or conditioned, to each Insured
advising them of the identity of and the applicable relationship among
ADMINISTRATOR, SDI, the Insured, the applicable CLIENT, and
COMMONWEALTH. If ADMINISTRATOR and/or SDI collect funds from an
Insured for COMMONWEALTH or a CLIENT, ADMINISTRATOR and/or SDI shall
provide the Insured or cause the Insured to be provided with all
required and appropriate written notices and disclosures, including
disclosure of the premium, deposit or other consideration charged or
received by COMMONWEALTH or CLIENT for the applicable insurance
coverage or annuity product and all required confirmations under Rule

10b-10 under the Securities Exchange Act of 1934, as amended, or any
successor provision, and any interpretations thereunder; PROVIDED that
ADMINISTRATOR and/or SDI shall have no responsibility for determining
what notices or disclosures are required or appropriate to be provided
by COMMONWEALTH or a CLIENT under such circumstances. Rather, such
determinations shall be made by COMMONWEALTH or the CLIENT and
communicated reasonably promptly to ADMINISTRATOR and/or SDI. Any
Contracts, certificates, booklets, termination notices or other
written communications delivered by COMMONWEALTH or a CLIENT to
ADMINISTRATOR for delivery to its Insureds shall be delivered by
ADMINISTRATOR reasonably promptly after receipt of instructions from
COMMONWEALTH or such CLIENT to do so, unless otherwise instructed by
COMMONWEALTH.

3.8 ERROR CORRECTION.

COMMONWEALTH or the CLIENT shall promptly notify ADMINISTRATOR and/or
SDI, and ADMINISTRATOR and/or SDI shall promptly notify COMMONWEALTH
or the CLIENT, in writing of any error or mistake in any record,
report, data, information or output related to this Agreement of which
COMMONWEALTH or the CLIENT, on the one hand, or ADMINISTRATOR or SDI,
on the other hand, becomes aware and of which the other party
reasonably should be made aware. To the extent practicable, such
notice shall provide details of such error or mistake necessary for
ADMINISTRATOR and/or SDI or COMMONWEALTH or the CLIENT, as the case
may be, to identify and recreate such error or mistake. Upon discovery
of any such error or mistake or receipt of any such notice,
ADMINISTRATOR and/or SDI or COMMONWEALTH or the CLIENT, as the case
may be, shall promptly correct such reported error or mistake. In the
event that COMMONWEALTH or the CLIENT shall become aware that it has
erroneously transmitted data or transmitted incorrect data,
COMMONWEALTH or the CLIENT shall correct such data and retransmit the
same. COMMONWEALTH shall be responsible and liable for the cost or
expense of regenerating any output if COMMONWEALTH or the CLIENT shall
have failed to transmit any such data. The Parties understand that
many tasks to be performed hereunder have shared responsibility
between the Parties and the Parties will cooperate in good faith to
facilitate the performance of such tasks.

3.9 BACK-UP.

a. ADMINISTRATOR shall make tapes, microfiche, images or other
hardcopy backups containing copies of any and all COMMONWEALTH or
CLIENT Books and Records (the "Back-Up Copies") and shall maintain the
Back-Up Copies, each in accordance with the policies and procedures
and for the time periods set forth in the records retention policy to
be agreed upon by COMMONWEALTH or CLIENT and ADMINISTRATOR ("Records
Retention Policy"). COMMONWEALTH or CLIENT, on the one hand, or
ADMINISTRATOR or SDI, on the other hand, may from time to time amend
or supplement such Records Retention Policy with the consent of the
other Party, which consent shall not be unreasonably withheld,
delayed, denied or conditioned, PROVIDED that the amending or
supplementing Party shall bear all reasonable and documented costs and
expenses incurred by the other Party in complying with such policy as
so amended or supplemented, and PROVIDED, FURTHER, that no such
amendment or modification by ADMINISTRATOR or SDI may lessen the
protections afforded by EXHIBIT E as then in effect or adversely
affect the applicable levels of service to be furnished hereunder. The
Records Retention Policy shall set forth record retention requirements
no less stringent than those imposed by Applicable Law so as to permit
the Parties to be in compliance with Applicable Law relating to record
retention. The Records Retention Policy shall require ADMINISTRATOR or
SDI to retain records subject thereto, even if otherwise not required
to do so because of the passage of time or otherwise, in the

event of notice from COMMONWEALTH or a CLIENT to the effect that
retention is necessary in connection with a legal or regulatory
action, proceeding or inquiry involving COMMONWEALTH or such CLIENT.

b. ADMINISTRATOR shall send the Back-Up Copies to the off-site
storage facilities set forth in EXHIBIT D (collectively, the "Off-Site
Facilities", each, an "Off-Site Facility"), and as amended and
supplemented by ADMINISTRATOR and provided to COMMONWEALTH from time
to time, in compliance with such Records Retention Policy, or to any
other facility which ADMINISTRATOR may select to replace a current
Off-Site Facility; PROVIDED, HOWEVER, that (1) ADMINISTRATOR shall
notify COMMONWEALTH of any proposed change in the location of or
establishment of a new Off-Site Facility and (2) each new Off-Site
Facility shall maintain at least the same level of security and
security procedures which were maintained at the replaced Off-Site
Facility and shall otherwise comply with the provisions of this
Agreement and the Records Retention Policy.

c. Upon COMMONWEALTH's reasonable request, authorized personnel or
designated representatives of COMMONWEALTH or a CLIENT shall be
permitted access to the Off-Site Facilities during normal business
hours subject to any reasonable security procedures or other
restrictions in effect at the Off-Site Facilities at the time of the
access. Upon the request of COMMONWEALTH, ADMINISTRATOR shall as
promptly as reasonably practicable, and in the case of paper records
within 10 Business Days, make available to COMMONWEALTH or a CLIENT a
copy of such of the Back-Up Copies as COMMONWEALTH shall request. The
costs of producing any Back-Up Copies for COMMONWEALTH or a CLIENT
shall be paid to ADMINISTRATOR by COMMONWEALTH as a Reimbursable
Expense.

3.10 BUSINESS RESUMPTION PLAN. EXHIBIT F sets forth the procedures to be
followed with respect to the continued provision of the Services and
Brokerage Services in the event any facility, including for the
avoidance of doubt any call center, used by ADMINISTRATOR in providing
the Services or by SDI in providing the Brokerage Services is
unavailable for use by ADMINISTRATOR or SDI because it has been
destroyed, significantly damaged or is otherwise the subject of a
disaster (the "Business Resumption Plan") to such an extent that
ADMINISTRATOR is unable and expects for a substantial and material
amount of time, as covered by its Business Resumption Plan, to be
unable to provide any portion of one or more of the Services or
Brokerage Services. ADMINISTRATOR and/or SDI may modify or change the
Business Resumption Plan at any time; PROVIDED, HOWEVER, that such
change or modification shall not adversely affect ADMINISTRATOR's or
SDI's ability to restore or resume the provision of the Services or
Brokerage Services. ADMINISTRATOR and/or SDI shall (1) test the
Business Resumption Plan at least once every calendar year during the
Term, and promptly advise COMMONWEALTH of the test results, (2)
consult with COMMONWEALTH regarding the priority to be given to the
Services, in the case of ADMINISTRATOR, and Brokerage Services, in the
case of SDI, during the pendency of any such disaster and (3)
implement the Business Resumption Plan as and when relevant in the
event of a disaster. ADMINISTRATOR and SDI agree to use best efforts
to resume as promptly as practicable functions identified by
COMMONWEALTH as critical to the Services or Brokerage Services. In the
event that, at any time, ADMINISTRATOR is required to resume the
businesses of other clients of ADMINISTRATOR in addition to that of
COMMONWEALTH or a CLIENT hereunder, COMMONWEALTH's and CLIENTS'
business shall, insofar as reasonable, either be the first to be
resumed, or be included in the first group of businesses resumed
simultaneously by ADMINISTRATOR. In the event that there are multiple
CLIENTS as to which a business interruption has occurred as
contemplated by this Section, the CLIENTS shall be

resumed in a sequence to be determined by COMMONWEALTH in its
reasonable discretion and communicated to ADMINISTRATOR.

3.11 MODIFICATION.

a. Subject to the express limitations hereof, ADMINISTRATOR shall
have the right, at any time, and from time to time, to alter and
modify its Facilities and Systems and any systems, programs,
procedures or facilities used or employed in performing its duties and
obligations hereunder and providing the Services, provided that no
such alterations or modifications: (i) shall adversely affect levels
of service being provided under this Agreement or a Work Assignment,
or (ii) shall require COMMONWEALTH to incur any material additional
expenses without the prior written consent of COMMONWEALTH, subject to
subsection (b) below. ADMINISTRATOR shall consult with COMMONWEALTH
about any alternations or modifications that will require changes to
COMMONWEALTH's facilities or systems.

b. If ADMINISTRATOR's proposed alterations or modifications are the
result of changes or requirements made by ADMINISTRATOR's suppliers or
vendors (including changes in software or hardware), and ADMINISTRATOR
has no commercially reasonable alternatives other than to make such
alterations or modifications, COMMONWEALTH and any applicable CLIENTS
agree, on 60 days' written notice to COMMONWEALTH from ADMINISTRATOR,
to make such changes in their facilities or systems as are lawful and
reasonably necessary to conform to ADMINISTRATOR's alterations and
modifications.

c. If ADMINISTRATOR's proposed alterations or modifications are not
the result of changes or requirements made by its suppliers or
vendors, COMMONWEALTH and any applicable CLIENTS shall, upon 60 days'
written notice to COMMONWEALTH from ADMINISTRATOR, make such changes
in their facilities and systems to the extent that they are lawful and
will not impose material cost on COMMONWEALTH or CLIENT.

3.12 ESTIMATES.

a. If ADMINISTRATOR provides COMMONWEALTH with an estimate of the
cost or timeframe for any third party administrator services to be
provided by ADMINISTRATOR with respect to a prospective reinsured or
otherwise acquired block of life insurance policies and/or annuity
contracts or a prospective new life insurance or annuity subsidiary
pursuant to this Agreement, the estimate will be made in good faith
based on the information known to ADMINISTRATOR at the time of the
estimate. However, except as otherwise agreed to by the Parties
hereto, ADMINISTRATOR does not warrant or promise that estimates will
be accurate, and estimates are not intended as price or performance
guarantees. Quotations for prospective Work Assignments provided by
ADMINISTRATOR to COMMONWEALTH will be considered furnished for a
period of 120 days, following which the quotation will not be deemed
operative and may not be relied upon by COMMONWEALTH, unless otherwise
agreed by the Parties.

b. Notwithstanding the foregoing, if the total estimate for any
project, change order, or revisions to a project or change order is in
excess of $10,000, such estimate will be a binding estimate within
[10% +/-], unless otherwise explicitly agreed to by Commonwealth in
writing.

c. Unless the Parties otherwise agree, ADMINISTRATOR guarantees that
for any new reinsured or otherwise acquired block of life insurance
and/or annuity contracts, or the life insurance and/or annuity
business of COMMONWEALTH or a new CLIENT, to be administered by
ADMINISTRATOR pursuant to this Agreement, assuming ADMINISTRATOR has
had the opportunity to perform an amount of due diligence that

ADMINISTRATOR reasonably considers satisfactory on such business, it
will provide conversion services at costs that do not exceed by more
than 10% the estimated cost and timeframe provided by ADMINISTRATOR at
the conclusion of due diligence.

d. Subject to Section 8.7, the initial Work Assignment shall serve
as a baseline for purposes of fee and charge quotations to be
furnished by ADMINSTRATOR and SDI on new Work Assignments prior to the
seventh anniversary of the date of this Agreement, as among
COMMONWEALTH, ADMINISTRATOR and SDI. ADMINISTRATOR shall make
reasonable efforts to quote fees and charges that are no higher than
the fees or charges provided for under the baseline then in effect, if
any. Notwithstanding the foregoing, in the event that ADMINISTRATOR
provides a quotation that is materially higher than the baseline then
in effect, if any, ADMINISTRATOR shall provide COMMONWEALTH with a
reasonably detailed explanation, reasonably satisfactory to
COMMONWEALTH, of all such proposed adjustments relative to the
baseline (and such other preceding Work Assignments as may be helpful
for purposes of comparison) in connection with each quotation. For
purposes of this subsection, it shall not be deemed unreasonable for a
quoted fee or charge to exceed the applicable baseline, if any then be
in effect, to the extent such excess is due to increases in
ADMINISTRATOR's or SDI's input costs relative to those associated with
the baseline, provided such increases can be documented to
COMMONWEALTH's reasonable satisfaction. Agreement upon a Work
Assignment shall be conclusive evidence of agreement that adjustments
reflected therein relative to the baseline are appropriate.

e. ADMINISTRATOR may adjust its fees and charges upward for purposes
of quotations on new Work Assignments relative to the baseline fees
and charges to account for the effects of inflation insofar as they
could have increased the fees and charges under the relevant baseline
pursuant to the terms of Section 8.6 of this Agreement.

f. COMMONWEALTH shall be entitled to a discount of the fees
(excluding charges due pursuant to any list of standard rates set
forth in a Work Assignment) that would otherwise apply by the
following percentages based on the number of annuity contracts and/or
life insurance policies, including but not limited to contracts of
CLIENTs, that COMMONWEALTH and/or a CLIENT contracts with
ADMINISTRATOR to administer following the effective date of this
Agreement:

ADDITIONAL NEW ANNUITY OR
LIFE (CONTRACTS (FIXED AND PRICE REDUCTION ON CUMULATIVE PRICE
VARIABLE) CONTRACTS REDUCTION ON CONTRACTS
------------------------------------------------------------------------------------

100,000 - 250,000 1.25% 1.25%

250,001 - 500,000 2.50% 3.75%

500,001 - above 3.25% 7.00%

Such discounts shall be applied to fees in effect at the given time,
and shall apply both to Work Assignments then in effect and Work
Assignments entered into subsequently. Contracts shall count for
purposes of the foregoing reduction as of the beginning of the
calendar month following the actual transition of them for
administration by ADMINISTRATOR.

g. Unless otherwise agreed and specified by the Parties at the time
of such due diligence, in performing its due diligence for an estimate
in connection with a prospective

Work Assignment, ADMINISTRATOR and SDI shall not be responsible for
any factual investigation, including without limitation any
investigation into the lawfulness of the design, offer, sale, issuance
or prior administration of any Contract, on behalf of COMMONWEALTH or
any CLIENT, other than that required to develop the estimate in
accordance with this Agreement and to determine the appropriate
pricing for converting and administering the relevant business.

h. Unless otherwise expressly stated, estimates shall be presumed to
be based on the assumption and expectation that life insurance
policies and/or annuity contracts the subject thereof will continue to
be maintained on substantially the same basis as may be observed by
ADMINISTRATOR for purposes of furnishing the estimate, and in any
event on a reasonably current basis. Any costs reasonably incurred by
ADMINISTRATOR and/or SDI as a result of the inaccuracy of such
presumption shall be charged to COMMONWEALTH or CLIENT on a Time and
Materials Basis.

3.13 CONFORMITY TO LAWS AND REGULATIONS; CHANGES IN APPLICABLE LAW.

a. Each of ADMINISTRATOR and SDI shall comply with Applicable Law to
the extent applicable to the Services (in the case of ADMINISTRATOR)
or Brokerage Services (in the case of SDI). COMMONWEALTH and CLIENTS
shall comply with Applicable Law to the extent applicable to their
obligations with respect to the provision of the Services and
Brokerage Services. ADMINISTRATOR and SDI shall be responsible for
identifying, interpreting and complying with the requirements of
Applicable Law that apply to, respectively, ADMINISTRATOR in its
capacity as the provider of Services and SDI in its capacity as the
provider of Brokerage Services (E.G., licensing and registration and
associated reporting requirements applicable to third-party
administrators or broker-dealers). COMMONWEALTH and CLIENTS shall be
responsible for identifying, interpreting and complying with the
requirements of Applicable Law that apply to COMMONWEALTH's and
CLIENTS' business activities, including those activities performed for
COMMONWEALTH or CLIENT by ADMINISTRATOR or SDI (E.G., premium
collection, claims payment, regulatory filing) other than such
requirements that are applicable to ADMINISTRATOR in its capacity as
provider of Services and those applicable to SDI in its capacity as
provider of Brokerage Services, and shall provide appropriate
direction to ADMINISTRATOR and SDI with respect to ADMINISTRATOR's and
SDI's compliance with such requirements.

b. From time to time, any Party may present the other Parties with
amendments to this Agreement required to maintain such Party's status
as a third party administrator, broker-dealer or insurer, reinsurer,
or servicer, as the case may be, or to conform this Agreement to
Applicable Law. To the extent reasonable, the other Parties shall
promptly execute and return such amendments; PROVIDED, HOWEVER, that
any proposed amendment that provides for a reduction in the Applicable
Level of Service shall be deemed not to be reasonable.

c. ADMINISTRATOR and SDI, on the one hand, and COMMONWEALTH and/or
an applicable CLIENT, on the other hand, shall endeavor promptly to
notify the other Party in writing of any changes in Applicable Law of
which it becomes aware that apply to the other Party's business
activities, it being understood that:

i. such endeavor shall not impose upon any Party any duty of
inquiry with respect to such changes affecting another
Party,

ii. such Party shall not incur any liability for not providing
such notification and

iii. failure to provide such notification shall not constitute a
breach of this Agreement by such Party or release or excuse
any Party from performance of any obligation under this
Agreement or a Work Assignment.

ADMINISTRATOR shall promptly notify COMMONWEALTH in writing upon
learning of any changes with respect to compliance requirements
resulting from changes in Applicable Law that apply to (i)
ADMINISTRATOR in its capacity as a third party administrator, or SDI
in its capacity as a broker dealer, and that affect the Contracts, or
(ii) the Services, in the case of ADMINISTRATOR, or Brokerage
Services, in the case of SDI, and ADMINISTRATOR and SDI shall take all
actions necessary to satisfy such requirements, subject to the terms
of this Agreement. COMMONWEALTH and/or a CLIENT shall promptly notify
ADMINISTRATOR in writing upon learning of any changes with respect to
compliance requirements resulting from changes in Applicable Law that
apply to the Contracts of COMMONWEALTH or the CLIENT and that affect
the provision of Services or Brokerage Services, and shall take all
actions necessary to satisfy such requirements, subject to the terms
of this Agreement.

d. ADMINISTRATOR and SDI shall be responsible for any
additional costs, charges or expenses, both one-time and recurring or
ongoing, resulting from any change in Applicable Law applicable to (i)
ADMINISTRATOR in its capacity as a third party administrator, or SDI
in its capacity as a broker-dealer, or (ii) ADMINISTRATOR's provision
of Services or SDI's provision of Brokerage Services to the extent
affecting a discretionary determination by ADMINISTRATOR to provide
the Services, or SDI to provide the Brokerage Services, in a
particular manner, PROVIDED that, in the event of any change in
Applicable Law materially restricting the ability of ADMINISTRATOR or
SDI to outsource any part of the Services or Brokerage Services under
a Work Assignment to locations outside of the United States, the
Parties agree to negotiate in good faith a reasonable allocation of
such costs, charges and expenses, to the extent that ADMINISTRATOR can
reasonably demonstrate that the ability to outsource was a material
factor in setting the rates under the Work Assignment. COMMONWEALTH
shall be responsible for any such charges or expenses applicable to
the Contracts, other than the fees and charges for which ADMINISTRATOR
or SDI is responsible hereunder and any fees and charges applicable to
COMMONWEALTH in its capacity, if any, as insurer, reinsurer,
administrator or servicer of the applicable Contracts.

3.14 BROKERAGE SERVICES. SDI shall perform any and all services to be
provided pursuant to this Agreement that require registration as a
broker-dealer so registered. Subject to changes in Applicable Law
governed by Section 3.13(d), SDI shall not be required to provide any
such services as would render it liable in any respect whatever as an
underwriter or prime broker, it being understood that SDI's services
shall generally consist of effecting transactions with mutual funds on
behalf of COMMONWELATH or CLIENTS (the "Brokerage Services"). The
Brokerage Services to be provided by SDI to COMMONWEALTH or CLIENTS
shall be set forth in the applicable Work Assignment.

3.15 OTHER STATE TPA REQUIREMENTS. The Parties to this Agreement
acknowledge and understand that state insurance laws may provide
additional rights to, and/or impose additional duties and obligations
on, the Parties. EXHIBIT J sets forth each such state law not
reflected in these General Terms and Conditions and describes the
scope of the application of that state law to the Parties to this
Agreement. To the extent an Applicable Law is inconsistent or
conflicts with any other provision of this Agreement, the Applicable
Law shall apply to its application to this Agreement.

3.16 VARIANCES.

a. With respect to variable Contracts administered pursuant to a
Work Assignment, in the event of a discrepancy or other error arising
in the execution or recording of an investment transaction during the
term, including a portfolio allocation or reallocation transaction (a
"Variance"), ADMINISTRATOR shall, promptly upon learning of the
Variance, (i) with respect to Variances resulting in a loss to an
Insured, reconcile the Variance by crediting the applicable Insured's
account such that the Insured shall not have lost any amounts as a
result of the Variance (I.E., so that, following such reconciliation,
the account has the same value that it would have had if the
transaction had initially been processed correctly) and (ii) with
respect to Variances resulting in a gain to an Insured, take such
lawful actions as directed by COMMONWEALTH's or the applicable CLIENT
then-current policy as to such Variances; PROVIDED, that, in the event
that such policy is different in effect from ADMINISTRATOR's standard
policy, such direction shall be treated as a change order under
Section 3.2..

b. Promptly after the end of each calendar month, ADMINISTRATOR
shall furnish COMMONWEALTH a detailed, itemized report listing (a)
Variances due to ADMINISTRATOR errors (each, a "Type A Variance") and
(b) Variances that are not due to ADMINISTRATOR errors (each, a "Type
B Variance"); provided that ADMINISTRATOR shall promptly notify
COMMONWEALTH of any Variance from any discrepancy or other error that
results in a net gain or net loss in excess of $5,000, whether a Type
A Variance or a Type B Variance.

c. Following the end of each calendar year , if there shall be a Net
Loss, as defined below, from the Type A Variances that occurred during
the year, then ADMINISTRATOR shall credit COMMONWEALTH for such amount
of Net Loss on the next succeeding monthly invoice. "Net Loss" means
the excess, if any, of losses from the Type A Variances that occur
during a period over (i) gains from the Type A Variances that occur
during the period (regardless of how gains are addressed for purposes
of Section 3.16(a)) or (ii) if specified in the applicable Work
Assignment, a threshold amount. A Type A Variance shall be deemed to
occur on the date on which the Type A Variance is discovered.
ADMINISTRATOR shall, as reasonably requested by COMMONWEALTH or a
CLIENT party to a Work Assignment, assist COMMONWEALTH or the CLIENT
to recover Type B Variances that are the fault of a mutual fund
unaffiliated with COMMONWEALTH.

3.17 TAX QUALIFICATION. ADMINISTRATOR shall monitor all payments received
from Contract holders with respect to Contracts that are life
insurance contracts to identify any such payments that might cause
such a Contract to fail to satisfy the requirements of Code Section
7702(a). ADMINISTRATOR shall provide notices to Contract holders with
respect to potential failures to satisfy such requirements in
accordance with the applicable policies and procedures provided to
ADMINISTRATOR by COMMONWEALTH or the applicable CLIENTS. ADMINISTRATOR
shall notify COMMONWEALTH of any changes to ADMINISTRATOR's systems
and procedures used to monitor and notify Contract holders and shall
provide COMMONWEALTH with an opportunity to review such changes.

3.18 ADVERTISING. ADMINISTRATOR shall not, without the prior written
consent of COMMONWEALTH in each instance, use in advertising,
publicity, or otherwise the name of COMMONWEALTH, any CLIENT, or any
Affiliate of COMMONWEALTH or any CLIENT, or any managing director,
partner or employee of COMMONWEALTH or any CLIENT, nor any trade name,
trademark, trade device, service xxxx, symbol or any abbreviation,
contraction or simulation thereof owned by COMMONWEALTH or a

CLIENT or any Affiliate of COMMONWEALTH or any CLIENT; or represent,
directly or indirectly, that any product or any service provided by
ADMINISTRATOR is utilized, approved or endorsed by COMMONWEALTH or any
CLIENT or any of their Affiliates. Notwithstanding the foregoing,
ADMINISTRATOR and SDI may, in administering any call center and
sending communications to Insureds in connection with Services (in the
case of ADMINISTRATOR) or Brokerage Services (in the case of SDI), use
the COMMONWEALTH or CLIENT name and related trade names.

3.19 PERSONNEL; SERVICE CENTERS.

a. The persons enumerated on a schedule of authorized personnel to
be furnished to ADMINISTRATOR by COMMONWEALTH or a CLIENT upon
execution of a Work Assignment (and included in or appended to such
Work Assignment), as may be amended from time to time in writing by
COMMONWEALTH or the CLIENT, are authorized to provide ADMINISTRATOR
and SDI with instructions or directions on behalf of COMMONWEALTH or
the CLIENT relating to the normal day-to-day provisions of the
Services and Brokerage Services to be performed under the applicable
Work Assignment. COMMONWEALTH or the CLIENT shall promptly provide
ADMINISTRATOR with written notice of any change of authority such
persons.

b. Set forth on EXHIBIT H are the positions of key personnel that
will represent ADMINISTRATOR in dealings with COMMONWEALTH in
connection with this Agreement. Prior to adding or removing
individuals to or from the positions set forth on such EXHIBIT H, or
adding or removing, or changing the nature of responsibilities of,
positions listed on EXHIBIT H, from time to time, ADMINISTRATOR shall
promptly provide COMMONWEALTH with prior notice in writing of its
proposal to add or remove such individuals or make such other changes
and (in the case of additions of individuals or positions) shall give
COMMONWEALTH and a reasonable opportunity to meet, investigate and
interview such individuals, and such individuals shall not be added or
removed without the prior written consent of COMMONWEALTH and, which
consent shall not unreasonably be withheld. In the event of an
emergency (E.G., the sudden death of a person holding such a
position), ADMINISTRATOR shall provide COMMONWEALTH as prompt notice
of such occurrence as reasonably practicable, may and shall appoint a
Qualified person to the position or assign the duties of the position
to one or more other positions on an interim basis so as to mitigate
against interruption in service, and shall commence diligently to work
to nominate a replacement for the position and/or seek the consent of
COMMONWEALTH permanently to reassign one or more of the duties of the
position to one or more other positions.

c. The Services shall be provided from the service centers
identified in EXHIBIT I, which exhibit shall be modified from time to
time to reflect changes in service centers occurring pursuant to
Section 3.19(d) (each such service center, a "Service Center"), at the
times specified in the applicable Work Assignments.

d. ADMINISTRATOR may, at any time during the Term, provide the
Services from another location or locations selected by ADMINISTRATOR
(including, to the extent permitted by Applicable Law and after
notifying and obtaining consent from COMMONWEALTH as specified in
Section 3.19(f), locations outside of the United States) that meet the
security regulations contemplated by Section 3.19(e) and subject to
the Business Resumption Plan contemplated by Section 3.10, as long as
ADMINISTRATOR continues to perform Services in accordance with the
Applicable Levels of Service. In the event that ADMINISTRATOR moves
offshore operations back to the United States, ADMINISTRATOR shall
bear all associated costs, unless such

movement back to the United States is pursuant to a change in
Applicable Laws as described in Section 3.13(d), in which case Section
3.13(d) shall apply.

e. During the Term, ADMINISTRATOR shall maintain and enforce
security regulations at the Service Centers that are (i) in accordance
with the procedures set forth in EXHIBIT E, as amended and
supplemented by COMMONWEALTH and provided to ADMINISTRATOR from time
to time, and (ii) at least as rigorous as those security procedures in
effect at the Service Centers as of the date of this Agreement as
among ADMINISTRATOR, SDI and COMMONWEALTH. COMMONWEALTH on the one
hand, or ADMINISTRATOR or SDI on the other hand, may from time to time
amend or supplement EXHIBIT E with the consent of the other Party,
which consent shall not be unreasonably withheld, delayed, denied or
conditioned, PROVIDED that the amending or supplementing Party shall
bear all reasonable and documented costs and expenses incurred by the
other Party in complying with such Exhibit as so amended or
supplemented, and no such amendment or supplement made by
ADMINISTRATOR or SDI may lessen the protections afforded by EXHIBIT E
as in effect up to the time of such amendment or supplement or
adversely affect the applicable levels of service to be furnished
hereunder.

f. ADMINISTRATOR and SDI shall neither provide the Services, in the
case of ADMINISTRATOR, nor the Brokerage Services, in the case of SDI,
from locations outside of the United States nor outsource any of the
Services or Brokerage Services to third parties without the prior
written consent of COMMONWEALTH, which consent shall not be
unreasonably withheld, it being acknowledged by COMMONWEALTH that
ADMINISTRATOR will outsource the performance of a portion of the work
required to deliver the Services, as set forth on EXHIBIT G, to
persons employed by a third party in India, who would remotely access
the Facilities and Systems in order to perform such work, and that the
price of Services hereunder is dependent on such outsourcing to the
extent contemplated by ADMINISTRATOR. Notwithstanding the foregoing,
no customer call center administered by ADMINISTRATOR or SDI under a
Work Assignment shall be provided from any non-United States location
or outsourced to any third party. If for any reason, ADMINISTRATOR
shall at any time not be permitted by COMMONWEALTH to outsource work
to persons employed by a third party in India as set forth on EXHIBIT
G, the Parties agree to negotiate in good faith a reasonable
allocation of resultant increases in fees and costs.

g. ADMINISTRATOR and SDI shall conduct, either directly or through
independent investigation firms, background checks on prospective new
personnel of ADMINISTRATOR and SDI in accordance with the procedures
set forth in Attachment A of EXHIBIT E, and shall undertake the other
actions set forth in Attachment B of EXHIBIT E in relation thereto.
ADMINISTRATOR and SDI shall require all new employees to execute and
be bound by the Code of Business Conduct and Ethics of Security
Benefit Corporation and its affiliated companies, in the form attached
hereto as ANNEX 3.19(g), as the same may be amended by the board of
directors of Security Benefit Corporation from time to time. Neither
ADMINISTRATOR nor SDI may hire any new prospective employee who is
disqualified for any reason set forth in EXHIBIT E.

h. ADMINISTRATOR and SDI acknowledge that COMMONWEALTH maintains
restrictions regarding the personal securities and commodities
transactions and private investments of employees and certain of its
vendors. As reasonably requested by COMMONWEALTH from time to time,
ADMINISTRATOR and SDI agree to use commercially reasonable efforts to
obtain compliance by its employees and independent contractors who
will be engaged in providing Services and Brokerage Services with all
such reasonable restrictions as are communicated in writing from time
to time by COMMONWEALTH to ADMINISTRATOR.

4. BOOKS AND RECORDS

4.1 COPY OF WRITTEN AGREEMENT. The original or a copy of this Agreement
and all Work Assignments shall be retained as part of the official
records of ADMINISTRATOR, SDI and COMMONWEALTH for the duration of
this Agreement and at least six years thereafter or such longer period
as may be required under Applicable Law.

4.2 BOOKS AND RECORDS.

a. ADMINISTRATOR and SDI shall establish and maintain facilities and
procedures for the safekeeping of complete books and records of all
transactions performed by ADMINISTRATOR and SDI on behalf of
COMMONWEALTH and each CLIENT, including premiums or deposits received
for the Contracts, premium taxes, agents' commissions for the
Contracts, exchanges, changes in investment elections, additional
contributions or investments, redemptions, administrators' fees,
premium accounting, Contract billing and collections, financial
accounting with respect to the Contracts, Contract services fees,
policyholder claims and annuity payments paid on behalf of
COMMONWEALTH or a CLIENT, withdrawals made with respect to Contracts,
the Contract forms as supplied to ADMINISTRATOR from time to time,
check forms and facsimile signature imprinting devices, as supplied to
ADMINISTRATOR from time to time, if any, records required to be
maintained under Rule 31a-1 and Rule 31a-2 under the Investment
Company Act of 1940, as amended, and the identity and addresses of
policyholders, annuityholders and certificateholders (collectively,
"Books and Records"). All such Books and Records shall be maintained
in accordance with Applicable Law, including, if applicable, in
accordance with ERISA, and to enable COMMONWEALTH and each CLIENT to
complete its statutory annual financial statement filed with insurance
regulators and to satisfy all other applicable regulatory requirements
and prudent standards of insurance and broker-dealer record keeping.

b. ADMINISTRATOR and SDI shall give COMMONWEALTH and any affected
CLIENT written notice of at least 10 Business Days prior to the
destruction of any Books and Records other than in accordance with the
Records Retention Policy. Copies of Books and Records shall be
maintained by ADMINISTRATOR and SDI for the longer of any period that
may be required by Applicable Law and/or the Records Retention Policy,
but for not less than seven (7) years from the end of the Term, unless
a replacement third party administrator assumes, in writing and on
terms reasonably acceptable to ADMINISTRATOR, responsibility to
maintain such records for such period of time.

c. Promptly following termination or expiration of this Agreement,
ADMINISTRATOR shall deliver to COMMONWEALTH, or to such other person
as COMMONWEALTH may designate, all Books and Records of all
transactions performed in connection with such Agreement, provided
that ADMINISTRATOR shall retain copies in accordance with the previous
sentence. Such Books and Records shall be in a reasonably catalogued
or indexed and reasonably accessible format when so delivered to
COMMONWEALTH. Notwithstanding the foregoing, ADMINISTRATOR need not
make effort to return copies of materials, records, documents or
property in electronic format insofar as stored on archival back-up
tapes according to its normal electronic system back-up practices, on
the condition that its personnel whose functions are not primarily
information technology in nature shall not access such retained copies
and its personnel whose functions are primarily information technology
in nature shall access such copies only as reasonably necessary to
restore information systems. Such access limitation shall not apply
insofar as access may reasonably be necessary for ADMINISTRATOR or SDI
to prosecute or defend against any action related to its provision of
Services or Brokerage Services under this Agreement.

4.3 OWNERSHIP OF BOOKS AND RECORDS. It is expressly understood and agreed
that the Books and Records, but excluding information confidential to
ADMINISTRATOR and SDI, shall be the sole property of COMMONWEALTH
and/or the applicable CLIENT and that such property shall be held by
ADMINISTRATOR or SDI, as agent, during the Term.

4.4 REGULATOR ACCESS TO BOOKS AND RECORDS.

a. Notwithstanding the provisions of Article 14, any applicable
federal or state regulator or self-regulatory organization (or other
proper authority), including any Regulatory Authority, shall have full
and free on-site access, during ordinary business hours, to review and
audit the Books and Records, which shall be furnished to them in a
form reasonably usable by them or as otherwise required by Applicable
Law. Any trade secrets contained within the Books and Records shall
remain confidential, but (notwithstanding Article 14 of this
Agreement) may be used by a Regulatory Authority in proceedings
instituted against ADMINISTRATOR, COMMONWEALTH or a CLIENT.

b. Notwithstanding Article 14 of this Agreement, the parties
acknowledge that a Regulatory Authority may (i) share nonpublic
documents, materials or other information with other state, federal
and international regulatory agencies, with the National Association
of Insurance Commissioners and its affiliates and subsidiaries and
with state, federal and international law enforcement authorities if
the recipient agrees and warrants that it has the authority to
maintain the confidentiality and privileged status of the documents,
materials or other information; (ii) receive documents, materials and
other information from the National Association of Insurance
Commissioners and its affiliates and subsidiaries and from regulatory
and law enforcement officials of other jurisdictions and shall
maintain as confidential or privileged any document, material or other
information received with notice or the understanding that it is
confidential or privileged under the laws of the jurisdiction that is
the source of the document, material or other information; and (iii)
enter into agreements that govern the sharing and use of documents,
materials and other information. A disclosure to or by the Regulatory
Authority pursuant to this Section or as a result of sharing
information pursuant to this Section is not a waiver of any applicable
privilege or claim of confidentiality in the documents, materials or
other information disclosed or shared. A Regulatory Authority may
require ADMINISTRATOR to provide, on a quarterly basis in a form
acceptable to the Regulatory Authority, additional information that is
necessary for the protection of the public. Nothing herein shall
prohibit a Regulatory Authority from releasing final, adjudicated
actions including for cause terminations that are open to public
inspection pursuant to state law to a database or other clearinghouse
service maintained by the National Association of Insurance
Commissioner or its affiliates; PROVIDED, HOWEVER, that COMMONWEALTH
shall reimburse ADMINISTRATOR for the reasonable costs incurred by it
or SDI of obtaining the requested information where the information is
not readily available without research or generation of data or
reports that is or are not normally generated by ADMINISTRATOR or SDI
in the ordinary course of business.

4.5 CONTRACT TO TRUSTEE. When a Contract is issued to a trustee, a copy of
the trust agreement and any amendments to the trust agreement shall be
furnished to COMMONWEALTH or the CLIENT by ADMINISTRATOR and shall be
retained as part of the official records of ADMINISTRATOR and
COMMONWEALTH or the CLIENT for a period of five (5) years after
termination of the trust agreement, or for such longer period as may
be required by Applicable Law.

4.6 SEGREGATION. ADMINISTRATOR and SDI shall at all times keep logically
segregated the COMMONWEALTH and CLIENT data, Books and Records and
items in process from

those of ADMINISTRATOR's and SDI's other customers and from those of
ADMINISTRATOR and SDI themselves.

4.7 ADDITIONAL INFORMATION. COMMONWEALTH shall, from time to time, provide
ADMINISTRATOR with current forms of the Contracts, prospectuses,
applications, and other related documents, the names and jurisdictions
of license and/or registration of all insurance agents and
representatives and broker-dealers authorized to sell or solicit the
Contracts and such other additional information as ADMINISTRATOR shall
reasonably request in connection with its provision of Services or
SDI's provision of Brokerage Services.

4.8 ADDITIONAL RECORDS. ADMINISTRATOR and SDI shall keep detailed accounts
and records of all activities carried out, and all costs and expenses
incurred, by them in their performance of their obligations under this
Agreement, including (a) records of Reimbursable Expenses and
authorized expenses paid on behalf of COMMONWEALTH or a CLIENT, (b)
records required to be made with respect to transactions performed on
behalf of COMMONWEALTH or CLIENTS pursuant to Rule 17a-3 and Rule
17a-4 under the Securities Exchange Act of 1934, as amended, or any
successor provisions to the foregoing, and (c) all other documents,
reports, records, books, files, and other materials not included
within the Books and Records which are created by ADMINISTRATOR and
SDI to document their performance of this Agreement and the Services
and Brokerage Services hereunder or regarding COMMONWEALTH or a
CLIENT's policyholders, annuityholders and certificateholders
(collectively the "Additional Records"). ADMINISTRATOR and SDI shall
preserve the Additional Records described in (b) for the periods
required by such rules or such longer period as reasonably requested
by COMMONWEALTH or in the event of any action, claim or proceeding to
which a COMMONWEALTH or a CLIENT is subject involving such records and
shall preserve the Additional Records described in (a) and (c) during
the Term and for a period of at least three years following the Term.

4.9 ACCESS TO BOOKS AND RECORDS AND ADDITIONAL RECORDS. COMMONWEALTH shall
have full and free on-site access, upon twenty-four (24) hours notice
to ADMINISTRATOR, during ordinary business hours, to review, in
accordance with the provisions set forth in EXHIBIT E, Books and
Records and Additional Records, which shall be furnished to
COMMONWEALTH in a form reasonably usable by COMMONWEALTH or as
otherwise required by Applicable Law. COMMONWEALTH may conduct such
reviews itself or with the assistance of a third party organization
(PROVIDED, that the third party organization executes a
confidentiality agreement that contains protections for Confidential
Information comparable to this Agreement, and PROVIDED, FURTHER that
such third party organization shall not be any Person that
ADMINISTRATOR deems in its reasonable discretion to be a competitor in
its third party administrator business or SDI's broker-dealer
business). All such reviews shall be at COMMONWEALTH's expense and
shall be performed in a manner intended to minimize disruption to the
ADMINISTRATOR's and/or SDI's respective business. This Section 4.9
shall not create any right to conduct an audit of ADMINISTRATOR or
SDI, and the rights of audit under this Agreement shall be governed by
Article 16, PROVIDED that COMMONWEALTH may utilize knowledge learned
in exercise of its rights under this Section 4.9 as the basis for any
audit pursuant to said Article 16, including an audit for good cause
in addition to the maximum number of audits permitted for any time
period.

5. SYSTEMS AND PROPRIETARY RIGHTS

5.1 COMMONWEALTH AND CLIENT'S PROPERTY. All documentation, records,
information, materials and data of every kind and description that
ADMINISTRATOR or SDI receives,

directly or indirectly, from COMMONWEALTH or a CLIENT, a third party
on behalf of COMMONWEALTH or a CLIENT, or a customer of COMMONWEALTH
or a CLIENT is and shall remain the property of COMMONWEALTH or such
CLIENT. All records and data of every kind and description that
ADMINISTRATOR or SDI or a third party subcontractor generates in
regard to transactions performed by ADMINISTRATOR and SDI on behalf of
COMMONWEALTH or a CLIENT, or which are of a nature that would have
been created by COMMONWEALTH or each CLIENT if the Services and
Brokerage Services had not been outsourced pursuant to a Work
Assignment, as opposed to records and data created by ADMINISTRATOR or
SDI for the conduct of its own business (E.G., for management,
operations, financial, accounting, or legal purposes), shall be the
property of COMMONWEALTH and/or the applicable CLIENT.

5.2 ADMINISTRATOR'S PROPERTY. All documentation, records, information,
materials and data of every kind that COMMONWEALTH or a CLIENT
receives, directly or indirectly, from ADMINISTRATOR, SDI or a third
party on behalf of ADMINISTRATOR or SDI, other than COMMONWEALTH or a
CLIENT' property pursuant to the terms of Section 5.1, is and shall
remain the property of ADMINISTRATOR or SDI, as applicable.

5.3 INTELLECTUAL PROPERTY.

a. Except as otherwise expressly provided herein, as between
COMMONWEALTH and CLIENTS on the one hand and ADMINISTRATOR and SDI on
the other, each Party shall remain (or shall be, whichever is
applicable) the sole owner of all right, title and interest in all
intellectual property, including all patents, copyrights, trademarks,
service marks, trade names, trade secrets, and know-how, that has been
or is developed or otherwise acquired by it, and no sharing of such
intellectual property between the Parties shall confer upon the other
Party ownership thereof or therein.

b. Absent express written agreement otherwise, any suggestions,
requests, ideas, designs, concepts, inventions, techniques,
discoveries, improvements, or the like (collectively, "Ideas")
furnished by Commonwealth or a CLIENT to ADMINISTRATOR or SDI, that is
incorporated into the Software, systems, methodology and/or practices
utilized by or on behalf of ADMINISTRATOR or SDI to conduct business
(the "Service Platform"), along with all related intellectual property
and rights thereto, shall be the property of ADMINISTRATOR; PROVIDED,
HOWEVER, that the foregoing shall not apply in the case where
COMMONWEALTH provides ADMINISTRATOR or SDI notice prior to such
incorporation that the Idea is patented, copyrighted or a trade
secret. ADMINISTRATOR agrees, upon request by COMMONWEALTH to
negotiate in good faith with respect to the apportionment of costs
incurred in the implementation of an Idea and incorporation of such
Idea into the Service Platform.

5.4 LICENSING MATTERS; ESCROW.

a. In the event that COMMONWEALTH terminates a Work Assignment by
reason of ADMINISTRATOR'S or SDI's insolvency pursuant to Section 7.6
hereof, by reason of a change of Control pursuant to Section 7.7 or
for Cause pursuant to Section 7.5, ADMINISTRATOR and SDI do hereby
grant to COMMONWEALTH, subject to the provisions of Article 14 hereof,
a non-exclusive license (with right of sublicense, EXCEPT, in the case
of a termination for change of Control pursuant to Section 7.7, to a
Person reasonably considered by ADMINISTRATOR to be a competitor in
its third party administration business) to use the Software which
ADMINISTRATOR or SDI owns or has a license to use with right of
sublicense for (i) in the case of insolvency, the longer of the
remainder of the Term or one year and (ii) in the case of termination
for change of Control or for Cause, one year, to perform the Services
and Brokerage Services for COMMONWEALTH or a CLIENT with respect to
the Contracts; PROVIDED, HOWEVER, that

in the case of Software covered hereby as to which ADMINISTRATOR or
SDI has a license, the license created by this subsection shall not
extend beyond the remaining term of the license held by ADMINISTRATOR
or SDI, as the case may be. To the extent that ADMINISTRATOR either
owns or has the right to the source code for an element of such
Software, this license grant includes the source code. Such license is
intended by the Parties to fall within the scope of Section 365(n) of
the United States Bankruptcy Code (Title 11 of U.S. Code). As to the
Software which ADMINISTRATOR or SDI does not own or have a license
with right to sublicense (including without limitation third party
tools such as compilers and utilities used by ADMINISTRATOR and SDI in
connection therewith), a list of such Software (the "Other Software
List") will be maintained in escrow pursuant to Section 5.4(b). As to
the Navisys Home Office Administration System, ADMINISTRATOR and SDI
shall use commercially reasonable efforts (excluding the payment of
additional license fees) to obtain from Navisys the right for
COMMONWEALTH to be able to use the version of such Software then used
by ADMINISTRATOR for no less than one year, in the event of a
termination as described above, to administer the Contracts. In
connection with such use of the Navisys Software, COMMONWEALTH agrees
to (i) pay any reasonable charges of Navisys for a new, additional
copy of such Software, and (ii) comply with the terms of either (a)
the applicable license agreement between ADMINISTRATOR and Navisys, or
(b) such other license agreement as may be agreed between Navisys and
COMMONWEALTH.

b. ADMINISTRATOR and SDI shall maintain in escrow, pursuant to an
escrow arrangement sponsored by ADMINISTRATOR (at ADMINISTRATOR's
expense) with a mutually acceptable escrow agent, and participation or
beneficiary agreements consistent herewith signed by COMMONWEALTH, no
later than the date on which Contracts are being administered by
ADMINISTRATOR (I.E., have been converted):

i. a copy of the Software (both executable code and, if
ADMINISTARATOR or SDI has it, source code) as to which
ADMINISTRATOR or SDI owns or has a license to use with right of
sublicense, in the form used by ADMINISTRATOR and SDI from time
to time to provide Services and Brokerage Services;

ii. the Other Software List;

iii. the hardware used by ADMINISTRATOR or SDI and configurations
thereof and any other components and other information that
reasonably skilled programmers and other technicians would need
to build and utilize the same applications in the same manner as
ADMINISTRATOR or SDI in its provision of Services, in the case of
ADMINISTRATOR, and Brokerage Services, in the case of SDI, to
COMMONWEALTH; and

iv. such instructions, which shall be periodically updated, but no
less frequently than annually as may reasonably be necessary to
enable COMMONWEALTH to retrieve and utilize the Software source
code.

All of the foregoing components (including the source and object code
and the Other Software List) of the escrow shall be updated in escrow
on each major release cycle and in any event not less frequently than
once every 12 months. ADMINISTRATOR shall provide an annual written
certification to COMMONWEALTH, no later than March 31 of each year,
that all of the foregoing components have been updated in escrow as of
the end of the preceding calendar year.

c. COMMONWEALTH will bear all costs and expenses associated with its
participation in the escrow arrangement to be established by
ADMINISTRATOR pursuant to this Section 5.4(b). The escrow
participation agreement shall provide that in the event of a
termination upon change of Control of ADMINISTRATOR or SDI pursuant to
Section

7.7, COMMONWEALTH shall have the option of receiving a distribution of
the escrowed property or requiring ADMINISTRATOR and SDI to provide
Transfer Assistance Services in accordance with Section 7.9. In the
event that Software that ADMINISTRATOR has a license to use, with
right of sublicense, is distributed to COMMONWEALTH pursuant to the
escrow agreement contemplated hereby, COMMONWEALTH agrees to be
responsible for all licensing fees accruing from the date of such
distribution to COMMONWEALTH.

5.5 SOFTWARE. The Software is either owned by ADMINISTRATOR or SDI, or is
under validly subsisting license to ADMINISTRATOR or SDI from third
parties. ADMINISTRATOR and SDI shall be responsible for procuring and
maintaining all Software used by ADMINISTRATOR and SDI in the
performance of the Services and Brokerage Services.

6. PAYMENTS AND COLLECTIONS

6.1 EFFECT OF ADMINISTRATOR'S RECEIPT OF PAYMENTS.

The payment to ADMINISTRATOR or SDI of any premiums or charges for
insurance or annuity contributions or investments by or on behalf of
an Insured shall be deemed to have been received by COMMONWEALTH or
the applicable CLIENT with respect to such Insured, and the payment of
return premium, other consideration, claims or other contract payments
or other amounts by COMMONWEALTH or CLIENTS to ADMINISTRATOR shall not
be deemed payment to the Insured or claimant until such payments are
received by such Insured or claimant.

6.2 PREMIUM AND OTHER DEPOSIT ACCOUNTS.

a. COMMONWEALTH shall establish and maintain, as determined in
consultation with ADMINISTRATOR and SDI in connection with transfer of
the administration of the Contracts to ADMINISTRATOR and SDI, one or
more bank accounts into which ADMINISTRATOR and SDI shall deposit, or
cause to be deposited, all premiums, contributions, investments, and
charges and other moneys collected or received by it on behalf of, for
or as agent of COMMONWEALTH or a CLIENT with respect to the Contracts.
Neither ADMINISTRATOR nor SDI shall have any right under any
circumstance to make any disbursements or withdrawals from any such
deposit account, except to the extent that any account(s) contemplated
to receive moneys as a result of the settlement of fund trades may
also be designated by COMMONWEALTH or a CLIENT as disbursement
accounts for purposes of the making of payments in connection with the
settlement of fund trades. For the avoidance of doubt, the return of
deposits to ADMINISTRATOR or SDI because the related check did not
clear shall not be regarded as withdrawals or disbursements from
deposit accounts by ADMINISTRATOR or SDI.

b. In the event COMMONWEALTH for any reason requests ADMINISTRATOR
to establish, and ADMINISTRATOR agrees to and does establish, a
fiduciary bank account for COMMONWEALTH or a CLIENT, ADMINISTRATOR
shall withdraw funds from such account only for the following
purposes: (i) remittance to COMMONWEALTH or a CLIENT of funds to which
COMMONWEALTH or such CLIENT is entitled; (ii) deposit in an account
maintained in the name of COMMONWEALTH or such CLIENT; (iii) transfer
to and deposit in a claims paying account with claims to be paid as
required under Applicable Law and Section 6.3 of this Agreement; (iv)
payment to a group policyholder for remittance to the insurer entitled
to the funds; or (v) remittance of return premiums to the persons
entitled to the funds; provided that in no event may ADMINISTRATOR pay
any claim with funds withdrawn from a fiduciary bank account into
which premiums or charges are deposited.

c. If ADMINISTRATOR is required to be licensed or registered as a
third party administrator in Nevada, then, funds relating to Nevada
policyholders, annuityholders or certificateholders shall be deposited
in an account established and maintained by COMMONWEALTH or the
applicable CLIENTS and located at a financial institution located in
Nevada. COMMONWEALTH and ADMINISTRATOR shall cooperate with one
another in good faith as may reasonably be necessary to comply with
such requirement, potentially including establishing one or more
deposit accounts in Nevada and consenting to ADMINISTRATOR's
establishment of a related lockbox arrangement in Nevada.

6.3 DISBURSEMENT ACCOUNTS AND NSCC SECURITIES CLEARING ACCOUNT.

a. COMMONWEALTH or CLIENT shall establish and maintain, as
determined in consultation with ADMINISTRATOR and SDI, one or more
bank accounts from which ADMINISTRATOR and/or SDI shall be authorized
to, and shall (insofar as such accounts are funded by COMMONWEALTH),
make disbursements and withdrawals, according to such written account
guidelines as shall be reasonably agreed by the ADMINISTRATOR, SDI,
and COMMONWEALTH or CLIENT in connection with transfer of the
administration of the Contracts to ADMINISTRATOR and SDI, for purposes
of performing the Services (E.G., to pay claims as directed by
COMMONWEALTH or CLENT pursuant to written instructions furnished
pursuant to Section 3.6 or as COMMONWEALTH or CLIENT may otherwise
direct, and to return premium overpayments) and Brokerage Services,
respectively, for and on behalf of COMMONWEALTH or CLIENT (the
"Account Guidelines") and otherwise as COMMONWEALTH or CLIENT may
instruct in writing.

b. COMMONWEALTH or CLIENT shall in addition be a member of and
maintain a securities clearing account with the National Securities
Clearing Corporation (the "NSCC") and shall, subject to NSCC consent,
authorize SDI to effect transactions for COMMONWEALTH or CLIENT via
such account in respect of mutual funds that both (1) settle through
the NSCC and (2) serve as the investment vehicles for the variable
Contracts.

c. ADMINISTRATOR and/or SDI shall from time to time instruct
COMMONWEALTH regarding funding of such disbursement accounts as
necessary to ensure that sufficient funds are in the appropriate
accounts to pay claims and other disbursements, and to settle mutual
fund trades, all in respect of the Contracts. COMMONWEALTH shall fund
(or cause to be funded) such accounts as reasonably instructed by
ADMINISTRATOR and/or SDI. Such instructions shall be furnished by
ADMINISTRATOR and/or SDI, and such funding shall be effected by
COMMONWEALTH, according to such procedures, including advance notice
requirements, as ADMINISTRATOR, SDI, and COMMONWEALTH shall reasonably
agree in connection with transfer of the administration of the
Contracts to ADMINISTRATOR and SDI. Neither ADMINISTRATOR nor SDI
shall be obligated to cover on behalf of COMMONWEALTH or a CLIENT any
disbursement account funding shortfalls that result from a
COMMONWEALTH's failure sufficiently to fund a disbursement account in
accordance with their reasonable and timely funding instructions to
COMMONWEALTH; PROVIDED that COMMONWEALTH shall, upon request,
immediately reimburse, by wire, in accordance with wiring instructions
furnished for such purpose, ADMINISTRATOR and SDI for any moneys they
may elect to advance to cover a disbursement account funding
shortfall, without interest.

6.4 FORM OF PAYMENTS. All claims, disbursements or payments paid by
ADMINISTRATOR from funds collected on behalf of COMMONWEALTH or a
CLIENT shall be paid only on

checks, drafts or wire transfers of and as authorized in accordance
with the Account Guidelines.

6.5 OPERATION OF ACCOUNTS. ADMINISTRATOR and SDI shall operate all
disbursement accounts in accordance with the Account Guidelines.

6.6 RECORDS OF RECEIPTS. ADMINISTRATOR and SDI shall maintain a cash
receipts register of all premiums or contributions or investments
received. The minimum detail required in the register shall be date
received and deposited, the mode of payment, the Contract number, name
of policyholder, certificate-holder or annuityholder, individual
premium or other consideration, other contributions or investment
amounts and agent or other selling representative.

6.7 RECORDS OF DISBURSEMENTS. The description of a disbursement shall be
in sufficient detail to identify the source document substantiating
the purpose of the disbursement, and shall include all of the
following: (i) the check number; (ii) the date of disbursement; (iii)
the Person to whom the disbursement was made; (iv) the amount
disbursed; and (v) ledger account number. If the amount disbursed does
not agree with the amount billed or authorized, ADMINISTRATOR shall
prepare a written record as to the application for the disbursement.

6.8 MONTHLY ACCOUNTING. ADMINISTRATOR shall render accounts to
COMMONWEALTH detailing all Contract-related transactions and remit all
money due to COMMONWEALTH or a CLIENT under this Agreement at least
monthly. ADMINISTRATOR will periodically render an accounting to
COMMONWEALTH detailing all transactions performed by the ADMINISTRATOR
pertaining to the business relating to COMMONWEALTH or a CLIENT.
ADMINISTRATOR shall prepare and maintain monthly financial institution
account reconciliations if such service is requested by COMMONWEALTH.

6.9 CURRENCY. All transactions will be paid and reported in U.S. dollars.
ADMINISTRATOR is under no obligation to accept premium or annuity
payments, fees and charges in any currency other than U.S. dollars.

7. TERM AND TERMINATION

7.1 TERM.

The term of this Agreement and a Work Assignment (in each case, the
"Term") shall be as set forth in this Section.

a. This Agreement as among ADMINISTRATOR, SDI and COMMONWEALTH shall
remain in force and effect for so long as a Work Assignment is in
effect or a prospective Work Assignment is the subject of active
discussion by the Parties as a result of an estimate made pursuant to
Section 3.12; PROVIDED, that notwithstanding the foregoing such
Agreement shall remain in force and effect for a minimum period of two
years from the date hereof.

b. As among ADMINISTRATOR, SDI and COMMONWEALTH, a Work Assignment
shall have an initial term of ten (10) years commencing on the date of
execution and delivery of the Work Assignment, unless a longer or
shorter initial term shall be specified therein, and subject to early
termination as hereinafter provided or as provided in the Work
Assignment, and subject also to renewal of this Agreement. In the
event of such early termination, the Term shall end on the effective
date of such termination.

7.2 RENEWAL.

a. RENEWAL OF AGREEMENT. At least 15 months prior to the end of this
Agreement (whether at the end of the initial term or a renewal term),
ADMINISTRATOR shall give

COMMONWEALTH written notice if ADMINISTRATOR and/or SDI desire to
change any of the terms and conditions of or applicable to the
Agreement. If COMMONWEALTH does not object at least one year prior to
the end of this Agreement, the Agreement shall automatically renew for
a period of three years following the end of the then-current term,
amended as set forth in such notice. If COMMONWEALTH objects, and
ADMINISTRATOR and SDI and COMMONWEALTH do not reach a mutual written
agreement on the changes proposed by ADMINISTRATOR and SDI, and/or any
changes desired by COMMONWEALTH, at least one year before the end of
this Agreement then the Agreement shall terminate at the end of the
then applicable initial or renewal term thereof. If ADMINISTRATOR does
not give COMMONWEALTH timely written notice of a desired change in
terms and conditions as specified in this subsection, and neither
Party elects to terminate this Agreement pursuant to Section 7.3, the
Agreement shall automatically renew, on the same terms and conditions,
for a period of one year following the end of the then-current initial
or renewal term.

At any time during the Term of the Agreement, COMMONWEALTH and
ADMINISTRATOR and SDI may renew the Agreement, subject to any changes
upon which they may agree, at the end of the then-current term as
mutually agreed by the Parties in writing.

b. RENEWAL OF A WORK ASSIGNMENT. At least 15 months prior to the end
of a Work Assignment (whether at the end of the initial term or a
renewal term), ADMINISTRATOR shall give COMMONWEALTH and, if party
thereto, the CLIENT written notice if ADMINISTRATOR and/or SDI desire
to change any of the terms and conditions of or applicable to the Work
Assignment. If COMMONWEALTH and, if applicable, CLIENT do not object
at least one year prior to the end of the Work Assignment, the Work
Assignment shall automatically renew for a period of three years
following the end of the then-current term, amended as set forth in
such notice. If COMMONWEALTH or, if applicable, CLIENT objects, and
ADMINISTRATOR and SDI and COMMONWEALTH and CLIENT then do not reach a
mutual written agreement on the changes proposed by ADMINISTRATOR and
SDI, and/or any changes desired by COMMONWEALTH or CLIENT, at least
one year before the end of the Work Assignment, then the Work
Assignment shall terminate at the end of the then applicable initial
or renewal term thereof. If ADMINISTRATOR does not give COMMONWEALTH
and, if party thereto, the CLIENT timely written notice of a desired
change in terms and conditions as specified in this subsection, and
neither Party elects to terminate pursuant to Section 7.3, the Work
Assignment shall automatically renew on the same terms and conditions,
for a period of one year following the end of the then-current initial
or renewal term.

At any time during the Term of a Work Assignment, COMMONWEALTH and, if
party thereof, the CLIENT and ADMINISTRATOR and SDI may renew the Work
Assignment, subject to any changes upon which they may agree, at the
end of the then-current term as mutually agreed by the Parties in
writing.

7.3 ELECTION OF NON-RENEWAL AT END OF TERM. Any Party to an Agreement may
affirmatively elect against renewal thereof as of the end of the then
applicable initial or renewal term thereof by furnishing one year's or
more advance written notice of non-renewal to the other Party.

7.4 COMMONWEALTH TERMINATION FOR CONVENIENCE AND REDUCTION OF SCOPE.

a. COMMONWEALTH may terminate any applicable Work Assignment without
cause prior to the scheduled end of the initial or renewal term of
such Work Assignment only on notice to ADMINISTRATOR or SDI and on
such terms as may be set forth in the applicable Work Assignment, and
upon payment of the applicable Termination Charge set

forth in the applicable Work Assignment. In the event that all Work
Assignments in effect at any time have been so terminated, and no
other prospective Work Assignment is the subject of active discussion
by the parties as a result of estimates made pursuant to Section 3.12
hereof, this Agreement shall automatically terminate with no further
action of any Party required.

b. Notwithstanding the foregoing, COMMONWEALTH may reduce the scope
of any Service or Brokerage Service provided hereunder or pursuant to
an Agreement, or remove specified Contracts or blocks of Contracts
from the provision of one or more Services or Brokerage Services
without payment of any Termination Charge, provided that the aggregate
of all fees and charges payable under an Agreement shall not be less
than the minimum set forth in the applicable Work Assignment
notwithstanding any such reduction of Contracts, Services or Brokerage
Services.

7.5 TERMINATION FOR CAUSE: EXTENSION OF TERMINATION DATE.

a. Any Party may terminate this Agreement or a Work Assignment for
Cause upon written notice sent by certified mail to the other Party.
Such termination shall be effective as of the date specified in such
notice, which date shall be no later than the date that the
then-current initial or renewal term would otherwise end; PROVIDED
that in no event may ADMINISTRATOR's notice of termination be
effective less than seven Business Days after COMMONWEALTH's receipt
of such notice. "Cause" means the material breach of a Work Assignment
by a Party or the material default by a Party in any of its duties and
obligations hereunder, which breach or default remains uncured for
thirty (30) days after the receipt of written notice thereof by the
breaching or defaulting Party; provided, for the sake of clarity, that
breach of or default in the performance of any Applicable Level of
Service shall not be material unless and until (i) to the extent that
the applicable Work Assignment sets forth a standard for "significant
and chronic" breaches of Applicable Levels of Service, such standard
has been breached, or (ii) if no such standard is set forth in the
Work Assignment, the frequency or severity of such breaches or
failures would reasonably be expected to materially adversely affect
COMMONWEALTH's expected benefits from this Agreement. The parties
agree that such a condition exists if such frequency or severity has
caused or would reasonably be expected to cause:

i. COMMONWEALTH's cost savings expected from the engagement of
ADMINISTRATOR and SDI to be materially diminished, as
reasonably demonstrated to ADMINISTRATOR;

ii. material non-compliance with Applicable Law; or

iii. a material adverse change in Insured activity with respect
to Contracts (such as lapses or surrenders).

In addition to the foregoing, if any Party has one or more of its
state or federal licenses suspended or revoked, or an event has
occurred that is reasonably likely to result in suspension,
revocation, impairment or limitation of any such license and, in
either case, such suspension or revocation causes or would reasonably
be likely to cause that Party not to be able to materially and
lawfully perform its obligations hereunder, then any other Party may,
by giving written notice, terminate a Work Assignment for Cause.

b. In the event of a termination of this Agreement or a Work
Assignment by ADMINISTRATOR or SDI for Cause, as a result of a change
of Control pursuant to Section 7.7, or as a result of insolvency
pursuant to Section 7.6, COMMONWEALTH may extend the effective date of
termination for a single period of not more than one year by (a)
delivering notice of such extension to ADMINISTRATOR and SDI (which
notice, in the event of termination for Cause, must discuss the
efforts made and to be made to cure the

breach or default or to renew or obtain reinstatement of any license
in question and must specify the period of extension of the
termination date), and together therewith (b) tendering all amounts
due to ADMINISTRATOR and SDI, plus two months' estimated fees and
charges and Reimbursable Expenses (or, if a shorter period, estimated
fees, charges and Reimbursable Expenses in respect of the period by
which the Work Assignment is to be extended), both not less than two
(2) Business Days prior to the date on which the Work Assignment would
otherwise terminate. COMMONWEALTH and CLIENTS must thereafter continue
diligently to cure and otherwise to perform under Work Assignment and
COMMONWEALTH shall be required to pay estimated fees, charges and
Reimbursable Expenses to ADMINISTRATOR for the Services and Brokerage
Services in advance as ADMINISTRATOR shall reasonably determine and
invoice, as well as any actual amounts due in excess of such
estimates, failing any of which ADMINISTRATOR and/or SDI may terminate
the Work Agreement immediately upon notice without further right of
cure. COMMONWEALTH may suspend any underwriting authority of
ADMINISTRATOR during the pendency of a dispute regarding the cause for
termination of this Agreement.

7.6 TERMINATION FOR INSOLVENCY. If COMMONWEALTH or ADMINISTRATOR or SDI
becomes or is declared insolvent or bankrupt, is the subject of any
proceedings relating to its liquidation, its insolvency or for the
appointment of a receiver or similar officer for it, makes an
assignment for the benefit of all or substantially all of its
creditors or enters into an agreement for the composition, extension,
or readjustment of all or substantially all of its obligations (such
Party, the "Insolvent or Bankrupt Party"), then, unless the Insolvent
or Bankrupt Party immediately gives adequate assurance of the future
performance of this Agreement to the reasonable satisfaction of the
other Party, ADMINISTRATOR (in the event that COMMONWEALTH is an
Insolvent or Bankrupt Party) or COMMONWEALTH (in the event that
ADMINISTRATOR is the Insolvent or Bankrupt Party), as applicable, may,
by giving written notice thereof to the Insolvent or Bankrupt Party,
terminate the applicable Work Assignment as of the date specified in
such notice of termination; PROVIDED, HOWEVER, that in the event that
ADMINISTRATOR or SDI is the Insolvent or Bankrupt Party, and
COMMONWEALTH gives notice of termination under this Section 7.6, such
notice shall be deemed to be delivered on behalf of all CLIENTS, and
all Work Assignments shall be terminated. Such termination shall be
effective as of the date specified in such notice, which date shall be
no later than the date that the then-current initial or renewal term
would otherwise end; PROVIDED that in no event may ADMINISTRATOR's
notice of termination be effective less than seven (7) Business Days
after COMMONWEALTH's receipt of such notice. For the purposes of this
Section 7.6, voluntary filing of bankruptcy, or the involuntary filing
of a petition of bankruptcy or commencement of insolvency proceedings
not dismissed for ninety (90) days shall be considered becoming
"bankrupt".

7.7 TERMINATION ON CHANGE OF CONTROL OR DIVESTITURE.

a. In the event that ADMINISTRATOR or SDI undergoes a direct or
indirect change of Control (a) to any entity deemed by COMMONWEALTH in
its reasonable discretion to be a direct competitor of the insurance
business and operations of COMMONWEALTH or any Affiliate of
COMMONWEALTH or with which an Affiliate of COMMONWEALTH is at such
time engaged in a material dispute, other than a change of Control to
an Affiliate of ADMINISTRATOR or SDI not resulting in a change in
ultimate Control of ADMINISTRATOR, or (b) that results, in the
reasonable discretion of COMMONWEALTH, in a material increase in
credit or performance risk for COMMONWEALTH, COMMONWEALTH may elect to
terminate the applicable Agreement by giving notice within thirty (30)
days of its becoming aware of such change

of Control. Such termination shall be effective as of the date
specified in such notice, which date shall be no later than the date
that the then-current initial or renewal term would otherwise end.

b. In the event that COMMONWEALTH undergoes a direct or indirect
change of Control (a) to any entity deemed by the ADMINISTRATOR in its
reasonable discretion to be a direct or indirect competitor of the
third party administration business and operations of ADMINISTRATOR,
other than a change of Control to an Affiliate of COMMONWEALTH not
resulting in a change in ultimate Control of COMMONWEALTH, or (b) that
results, in the reasonable discretion of ADMINISTRATOR, in a material
increase in credit or regulatory-compliance risk for ADMINISTRATOR or
SDI, ADMINISTRATOR may elect to terminate the applicable Agreement by
giving notice within thirty (30) days of its becoming aware of such
change of Control. Such termination shall be effective as of the date
specified in such notice, which date shall be no later than the date
that the then-current initial or renewal term would otherwise end;
provided that in no event may ADMINISTRATOR's notice of termination be
effective less than seven (7) Business Days after COMMONWEALTH's
receipt of such notice.

7.8 EFFECT OF EXPIRATION OR TERMINATION. Upon the effectiveness of
termination or expiration of the applicable Agreement, ADMINISTRATOR
and SDI shall, as soon as reasonably practicable, invoice COMMONWEALTH
for fees and expenses outstanding thereunder, and COMMONWEALTH shall
pay ADMINISTRATOR and SDI all such outstanding fees and expenses
promptly upon receipt of such invoice(s).

7.9 TRANSFER ASSISTANCE.

a. During any period commencing:

i. on the date of notice of non-renewal of a Work Assignment
pursuant to Section 7.3;

ii. the date that is one year prior to the expiration of a Work
Assignment, where ADMINISTRATOR has given COMMONWEALTH and,
if applicable, CLIENT timely notice of a desire to change
terms of the Work Assignment pursuant to Section 7.2(a) and
no mutual written agreement has been made as to changes by
such date as contemplated by such subsection; or

iii. notice of early termination of a Work Assignment, and
expiring at the end of the Term of such Work Assignment,

ADMINISTRATOR and SDI shall provide COMMONWEALTH all Services, in the
case of ADMINISTRATOR, and Brokerage Services, in the case of SDI,
(subject to terms and conditions set forth in this Agreement) and all
reasonable assistance requested by COMMONWEALTH in promptly and
orderly moving all Services and Brokerage Services to COMMONWEALTH or
to a third party selected by COMMONWEALTH.

Such assistance shall include but not be limited to providing
COMMONWEALTH or its designee with the following Services
(collectively, the "Transfer Assistance Services"):

i. unloading COMMONWEALTH's or CLIENT's data from databases;

ii. delivering the data to COMMONWEALTH or its designee in a
commercially reasonable electronic format;

iii. assisting with the loading of COMMONWEALTH's or CLIENT's
databases;

iv. assisting with any telecommunications turn-over;

v. assisting in the execution of a parallel operation until the
commencement of services by the new administrator; and

vi. answering questions regarding the Services.

b. Transfer Assistance Services provided by ADMINISTRATOR and SDI
during the period specified above shall be at no cost to COMMONWEALTH,
except that if any Transfer Assistance Services provided by
ADMINISTRATOR or SDI require ADMINISTRATOR or SDI to utilize resources
or expend effort that ADMINISTRATOR or SDI would not otherwise have
utilized or expended in the performance of Services or Brokerage
Services for COMMONWEALTH, COMMONWEALTH shall pay ADMINISTRATOR for
such usage or effort at ADMINISTRATOR's then-current commercially
available costs for such Transfer Assistance Services. ADMINISTRATOR
will invoice Transfer Assistance Services costs to COMMONWEALTH
separately from the fees, charges, and Reimbursable Expenses payable
with respect to Services or Brokerage Services under Article 8 hereof.
If and to the extent COMMONWEALTH paid ADMINISTRATOR for Transfer
Assistance Services in advance, ADMINISTRATOR will invoice
COMMONWEALTH to the extent its actual costs of providing Transfer
Assistance Services exceeded its estimate and shall promptly reimburse
COMMONWEALTH to the extent its estimate exceeded its actual costs. As
set forth in Section 5.4, in the event of a termination by
COMMONWEALTH because of a change of Control of ADMINISTRATOR or SDI
pursuant to Section 7.7, COMMONWEALTH shall have the option of
receiving a distribution of the list of Software and other property
escrowed thereunder or receiving Transfer Assistance Services
hereunder.

c. ADMINISTRATOR and SDI shall work in good faith, assist and
cooperate, during the Transfer Assistance Services period, with third
party service providers and consultants as reasonably requested and
necessary so that administration of the Contracts can be transferred
to the new administrator of the Contracts as of the end of the Term;
PROVIDED THAT neither ADMINISTRATOR nor SDI shall be required to
disclose any of its Confidential Information to any such third parties
or consultants nor to permit them access to its Facilities and Systems
unless (i) such disclosure or access is necessary because there is no
reasonable alternative to convert administration of the Contracts to
their systems absent such disclosure or access, (ii) such disclosure
or access is limited to that so necessary, and (iii) such limited
disclosure or access is the subject of a confidentiality agreement
reasonably satisfactory in all respects to ADMINISTRATOR and/or SDI,
as applicable.

d. COMMONWEALTH shall pay ADMINISTRATOR for all Services and
Brokerage Services performed through the final date of the performance
of such Services and Brokerage Services.

e. Each Party shall be required to make all further payments payable
to the other Party.

f. Upon COMMONWEALTHs request, ADMINISTRATOR and/or SDI may, but
shall not be required to, provide COMMONWEALTH with Transfer
Assistance Services following the Term of an Agreement. All such
post-expiration or -termination assistance shall be chargeable to
COMMONWEALTH in accordance with a new Work Assignment to be entered
into by the relevant Parties.

7.10 NOTICE OF TERMINATION AS REQUIRED BY APPLICABLE LAW. COMMONWEALTH
shall give ADMINISTRATOR such advance written notice of any
termination or cancellation of this Agreement or a Work Assignment as
required by Applicable Law. In addition, COMMONWEALTH shall provide
fifteen (15) days advance written notice to the Director of the
Department of Insurance for the State of Arizona of any
termination or cancellation or any other change in an Agreement as
required by Arizona law (or any other state requiring similar
notification).

7.11 SURVIVAL. All rights and liabilities accrued under this Agreement or a
Work Assignment shall survive the expiration or termination of the
Agreement or Work Assignment. In addition, all provisions of a Work
Assignment that by their terms provide for the exercise of rights or
impose continuing obligations to perform after the expiration or
termination of the Work Assignment, such as Sections 4.1, 4.2, 4.5,
4.8, 7.8, and 17.11 and Article 16 of this Agreement, shall survive
the expiration or termination of the Work Assignment for the periods,
if any, set forth therein. Further, the following provisions shall
also survive the expiration or termination of this Agreement or of a
Work Assignment: Sections 4.3, 4.4, 4.6, 5.1, 5.2, 5.3, 5.4, 8.1, 8.3,
8.4 and 8.5 and Articles 2, 9, 12, 13, 14 (excluding Section 14.10),
15, and 17 (excluding Sections 17.1, 17.10 and 17.11 (except that
Section 17.11 shall survive pursuant to the preceding sentence for the
period specified therein)).

8. FEES AND EXPENSES

8.1 FEES. COMMONWEALTH shall pay to ADMINISTRATOR upon receipt of
ADMINISTRATOR's statement the fees and charges in the amounts as set
out in the applicable Work Assignment in respect of Services and
Brokerage Services furnished during the Term of the applicable
Agreement. ADMINISTRATOR shall not receive commissions, fees, or
charges contingent upon savings obtained in the adjustment, settlement
and payment of losses covered by COMMONWEALTH obligations, but
ADMINISTRATOR may receive compensation based on premiums or charges
collected or the number of claims paid or processed. ADMINISTRATOR
shall not receive from COMMONWEALTH or any covered individual or
beneficiary under a plan any compensation or other payments except as
expressly set forth in a Work Assignment; PROVIDED, HOWEVER, that
additional charges to Insureds may not be made by ADMINISTATOR for
services to the extent those services have been paid for by
COMMONWEALTH

8.2 [Intentionally Omitted.]

8.3 REIMBURSABLE EXPENSES. In addition to all other specified fees and
charges herein, COMMONWEALTH will reimburse ADMINISTRATOR for
expenditures for Reimbursable Expenses incurred by ADMINISTRATOR or
SDI. With respect to Reimbursable Expenses, as an agent of
COMMONWEALTH, ADMINISTRATOR shall disclose to COMMONWEALTH all
charges, fees, commissions, rebates, discounts and other payments
directly received by ADMINISTRATOR or SDI from service providers in
connection with the provision of the Services or Brokerage Services
for COMMONWEALTH, and any such payments shall be credited to
COMMONWEALTH.

8.4 INVOICING; PAYMENT TERMS. ADMINISTRATOR shall invoice COMMONWEALTH on
or about the first business day of each month for all fees due for
Services and Brokerage Services to be rendered in that month and, to
the extent then known, for all Reimbursable Expenses not previously
invoiced. Each invoice shall state the basis for such fees and
expenses included thereon, and shall comply with the requirements of
Section 8.5(g). COMMONWEALTH shall pay the undisputed portion of all
invoices within 45 days of receipt excluding amounts disputed in good
faith by such date. Amounts not paid when due shall accrue a late
charge at the rate of the prime interest rate published by THE WALL

STREET JOURNAL in its most recent edition prior to COMMONWEALTH's
receipt of such invoice plus two percentage points, prorated per month
(but in no event to exceed the highest lawful rate of interest),
calculated from the date that such payment is due until date of
payment, unless disputed in good faith. Neither the failure of
ADMINISTRATOR to deliver an invoice for charges incurred in respect of
an Agreement nor any error in the amount billed by ADMINISTRATOR for
such charges shall constitute a waiver by ADMINISTRATOR of
COMMONWEALTH's obligation to pay such charges.

8.5 TAXES.

a. Prices in Work Assignments do not include any applicable sales,
use, ad valorem or similar taxes (each, a "Sales Tax" and
collectively, "Sales Taxes") regardless of the taxing authority.
COMMONWEALTH shall pay applicable Sales Taxes on the fees payable
under a Work Assignment unless there is an applicable exemption from
such Sales Tax. To the extent ADMINISTRATOR or SDI is required by law
to collect such Sales Taxes, one hundred percent (100%) of such Sales
Taxes shall be added to invoices as separately stated charges and paid
in full by COMMONWEALTH, unless COMMONWEALTH is exempt from such Sales
Taxes and furnishes ADMINISTRATOR with a certificate of exemption.
ADMINISTRATOR and SDI shall be responsible for all taxes imposed on
their respective income, franchise or property and ADMINISTRATOR and
SDI shall be responsible for all taxes and all obligations to withhold
taxes with respect to their respective employees providing Services,
in the case of ADMINISTRATOR, and Brokerage Services, in the case of
SDI, to COMMONWEALTH.

b. If COMMONWEALTH disagrees with ADMINISTRATOR's or SDI's
determination that any Sales Tax is due with respect to Services or
Brokerage Services provided hereunder, COMMONWEALTH shall have the
right to seek an administrative determination from the applicable
taxing authority, or, alternatively, COMMONWEALTH shall have the right
to contest any asserted claim for such Sales Taxes, subject to its
agreeing to indemnify ADMINISTRATOR and SDI for the entire amount of
such contested Sales Tax (including any associated interest and/or
late penalties) should such Sales Tax be deemed applicable.
ADMINISTRATOR and SDI agree to reasonably cooperate with COMMONWEALTH
in the event COMMONWEALTH determines to contest any such Sales Taxes.

c. COMMONWEALTH, on the one hand, and ADMINISTRATOR and SDI, on the
other hand, shall promptly inform each other in writing of any
assertion by a taxing authority of additional tax liability with
respect to said Services or Brokerage Services provided hereunder. Any
legal proceedings or any other action against ADMINISTRATOR or SDI and
with respect to such asserted liability shall be under ADMINISTRATOR's
direction, PROVIDED that ADMINISTRATOR informs COMMONWEALTH of all
material developments and FURTHER PROVIDED, that if the resolution or
settlement of such proceeding or action could cause COMMONWEALTH to
pay any additional Sales Taxes or other amounts under this Agreement,
COMMONWEALTH may at its option and expense participate in and jointly
control with ADMINISTRATOR such proceeding or action with
ADMINISTRATOR's cooperation. Any legal proceedings or any other action
against COMMONWEALTH and with respect to such asserted liability shall
be under COMMONWEALTH's direction, provided COMMONWEALTH informs
ADMINISTRATOR of all material developments; and FURTHER PROVIDED that,
if the resolution or settlement of such a proceeding or action could
cause ADMINISTRATOR or SDI to pay any amounts, ADMINISTRATOR may at
its option and expense participate in and jointly control with
COMMONWEALTH such proceeding or action with COMMONWEALTH's
cooperation. In any event, COMMONWEALTH and ADMINISTRATOR and/or SDI,
as appropriate, shall fully

cooperate with each other as to the asserted liability. Each Party
shall bear all the reasonable costs of any action undertaken by the
other at that Party's request.

d. If any Sales Taxes payable by COMMONWEALTH that are required to
be collected by ADMINISTRATOR or SDI pursuant to Section 8.5(a) are
not invoiced by ADMINISTRATOR or SDI (or are invoiced on a date such
that COMMONWEALTH and ADMINISTRATOR or SDI are not reasonably able to
deliver the amount of such Sales Taxes to the relevant taxing
authority in a timely fashion), and it is ultimately determined that
such Sales Taxes are due and payable, then COMMONWEALTH shall
reimburse ADMINISTRATOR for the amount of such Sales Taxes; PROVIDED
that in such event ADMINISTRATOR shall indemnify COMMONWEALTH from any
and all interest and other penalties assessed as a result of such
Sales Taxes not being paid in a timely manner.

e. COMMONWEALTH shall not be required to pay or otherwise be liable
or responsible for, and ADMINISTRATOR shall indemnify, defend and hold
harmless COMMONWEALTH against, any penalty, additional tax, costs or
interest that may be assessed or levied by any taxing authority as a
result of the failure of ADMINISTRATOR to file any return, form, or
information statement that may be duly required from ADMINISTRATOR by
such taxing authority or to pay any tax amounts collected from
COMMONWEALTH hereunder, unless such failure is caused by failure of
COMMONWEALTH to provide necessary information, upon request, to
ADMINISTRATOR or to timely pay any Sales Tax amounts, upon request, to
ADMINISTRATOR that COMMONWEALTH is required to pay to ADMINISTRATOR
pursuant to this Section 8.5 for payment to the applicable taxing
authority. COMMONWEALTH shall not be required to pay or otherwise be
liable or responsible for, and SDI shall indemnify, defend and hold
harmless COMMONWEALTH against, any penalty, additional tax, cost or
interest that may be assessed or levied by any taxing authority as a
result of the failure of SDI (1) to file any return, form, or
information statement that may be duly required from SDI by such
taxing authority or (2) to pay any tax amounts collected from
COMMONWEALTH, unless such failure is caused by failure of COMMONWEALTH
to provide necessary information, upon request, to SDI or timely to
pay any Sales Tax amounts, upon request, to SDI that COMMONWEALTH is
required to pay to SDI pursuant to this Section 8.5 for payment to the
applicable taxing authority.

f. If ADMINISTRATOR or SDI receives a refund as a result of a
payment by COMMONWEALTH under this Section 8.5, then ADMINISTRATOR
shall credit COMMONWEALTH an amount equal to such refund on its next
invoice to COMMONWEALTH for fees and charges.

g. Any and all invoices from ADMINISTRATOR to COMMONWEALTH shall
comply with the requirements of each relevant taxing authority and
shall contain data sufficient under applicable law to enable
COMMONWEALTH to obtain appropriate credit if available under the law
for any Sales Taxes charged on such invoices. Each invoice from
ADMINISTRATOR to COMMONWEALTH shall set forth separately, the
per-Contract fees, the amounts due for any Services or Brokerage
Services provided for which payment is not covered by the per-Contract
fees, a description of such other services provided, the date or dates
on which such services were provided, the amount of Sales Taxes that
ADMINISTRATOR and SDI are collecting and the amounts upon which Sales
Taxes are collected and the basis thereof. If any Sales Taxes are
assessed on ADMINISTRATOR's provision of Services and/or SDI's
provision of Brokerage Services to COMMONWEALTH, ADMINISTRATOR shall
segregate all invoices between taxable and nontaxable services.
ADMINISTRATOR is responsible for collecting any Sales Taxes from
COMMONWEALTH in accordance with applicable law and remitting such
Sales Taxes to the applicable taxing authority in accordance with
Applicable Law.

h. If COMMONWEALTH believes that it is required under applicable law
to deduct or withhold any taxes ("Withholding Taxes") from or in
respect of a payment to ADMINISTRATOR or SDI hereunder, it will notify
ADMINISTRATOR or SDI, as appropriate, in a timely manner. COMMONWEALTH
may deduct and withhold any Withholding Tax that COMMONWEALTH
reasonably determines is required by Applicable Law to be deducted and
withheld at the lowest rate statutorily permitted, and may make any
payment to ADMINISTRATOR or SDI pursuant to a Work Assignment net of
such Withholding Tax. Any Withholding Tax so deducted and withheld
shall be treated for all purposes of a Work Assignment as a payment
duly and timely made by COMMONWEALTH to ADMINISTRATOR or SDI, as
appropriate. ADMINISTRATOR and/or SDI, as appropriate, shall provide
COMMONWEALTH such forms or other documentation as may be required to
establish any reduction in or exemption from any such Withholding Tax.

8.6 INCREASES TO FEES AND CHARGES. Unless otherwise expressly specified in
a Work Assignment with respect to fees and charges that apply to that
Work Assignment, ADMINISTRATOR reserves the right on thirty (30) days'
written notice to COMMONWEALTH to increase any fees and charges
charged by ADMINISTRATOR or SDI under the Work Assignment, subject to
this Section 8.6. Fees or charges may be increased to reflect changes
in the United States Department of Labor Consumer Price Index - All
Urban Consumers (1982-84=100) (the "CPI"), up to an annual adjustment
not to exceed 3% per year. If the CPI should increase by an amount
greater than 3%, fees and charges may increase an additional 50% of
such excess over 3%; provided, however, that in no event shall fees
and charges increase for any change in the annual CPI that exceeds 5%.
(To avoid confusion, even if the CPI change is in excess of 5%, fees
and charges may increase no more than 4%, which is 3% plus 1/2 of the
next 2% of the CPI increase.) No such increase shall occur prior to
December 31, 2014.

8.7 MOST FAVORED CUSTOMER.

a. ADMINISTRATOR shall treat COMMONWEALTH as its most favored
customer in connection with bids by ADMINISTRATOR to COMMONWEALTH, on
the one hand, and to one or more other clients or prospective clients,
on the other hand, on the same prospective new third party
administration business, in the following manner: In the event
ADMINISTRATOR or SDI is engaged to provide bid assistance services to
an un-Affiliated third party similar to those being provided to
COMMONWEALTH in connection with the same block of U.S. annuity
contracts and/or variable life insurance policies, they shall
reasonably and endeavor in good faith to quote COMMONWEALTH fees and
charges at least as favorable to the prospective client on a new Work
Assignment with respect thereto that they quote for such other party,
as determined without giving effect to such adjustments as shall be
appropriate, including the baseline limitation set forth in Section
3.12 and any volume discounts to which COMMONWEALTH may be entitled
and to which the third party may not be entitled.

b. If COMMONWEALTH has reason to believe that ADMINISTRATOR and SDI
may have breached their duty to COMMONWEALTH under the preceding
paragraph, COMMONWEALTH may designate an independent, qualified third
party (who may not be a competitor of ADMINISTRATOR, SDI or any of
their Affiliates and who shall otherwise be reasonably acceptable to
ADMINISTRATOR and SDI) to audit compliance by ADMINISTRATOR and SDI
with their obligations to COMMONWEALTH under such sentence; PROVIDED
that such designee must first agree in writing, to the reasonable
satisfaction of ADMINISTRATOR and SDI, to maintain any and all
information disclosed to it in connection with such audit strictly
confidential, even from COMMONWEALTH insofar as such information
relates to any agreement ADMINISTRATOR or SDI may have

with any third party or any services they may have performed for,
including any quotation they may have given to, a third party or
disclosure of which to a third party or COMMONWEALTH might otherwise
cause ADMINISTRATOR or SDI to violate a duty of confidentiality to a
third party; and PROVIDED FURTHER that the right of COMMONWEALTH to
cause an audit to be commenced pursuant hereto shall be limited to
quotations furnished within the twenty four (24) months preceding
notice of the audit, and PROVIDED YET FURTHER that no quotation shall
be subject to audit more than once.

9. ADJUSTMENTS TO CHARGES

9.1 AUDIT OF CHARGES. In addition to COMMONWEALTH's rights under Article
16 hereof (but subject to the limitations therein as to assistance by
third party organizations with an audit and to Section 16.5), upon at
least thirty (30) days' notice from COMMONWEALTH and no more than once
during any calendar year (unless the previous audit revealed a
material discrepancy), ADMINISTRATOR and SDI shall provide
COMMONWEALTH with access to all applicable financial records and
supporting documentation in respect of its charges to COMMONWEALTH
pursuant to Work Assignments during the preceding twenty four (24)
months (excluding any that were earlier furnished by ADMINISTRATOR and
SDI for audit) that are reasonably necessary to verify such charges
for such months (excluding any already audited). If, as a result of
such an audit, COMMONWEALTH determines that ADMINISTRATOR or SDI has
overcharged COMMONWEALTH, COMMONWEALTH shall notify ADMINISTRATOR of
the amount of such overcharge and ADMINISTRATOR shall promptly pay to
COMMONWEALTH the amount of the overcharge, plus interest at the rate
of the prime rate published by THE WALL STREET JOURNAL in its most
recent edition prior to the time of such payment plus two percentage
points, prorated per month (but in no event to exceed the highest
lawful rate of interest), calculated from the date of payment of the
overcharged amount until the date of payment to COMMONWEALTH, unless
disputed in good faith. All Confidential Information of ADMINISTRATOR
and/or SDI obtained as a result of any monitoring, audits or
inspections pursuant to this Section 9.1 shall be held by COMMONWEALTH
in accordance with the provisions of Article 14. COMMONWEALTH shall
not have access to ADMINISTRATOR's, SDI's or their Affiliates'
locations or proprietary data or to ADMINISTRATOR's or SDI's customer
locations or proprietary data; PROVIDED that COMMONWEALTH may have
access to appropriate portions of ADMINISTRATOR's or SDI's locations
or proprietary data used to perform the Services, in the case of
ADMINISTRATOR, and Brokerage Services, in the case of SDI, and to the
Off-Site Facilities, to the extent reasonably necessary to audit
ADMINISTRATOR's and/or SDI's charges pursuant to a Work Assignment.

9.2 UNDERCHARGES. If, as a result of an internal audit of its charges to
COMMONWEALTH, ADMINISTRATOR determines that it has undercharged
COMMONWEALTH for Services provided by it or Brokerage Services
provided by SDI performed within twenty four (24) months of such
internal audit, ADMINISTRATOR or SDI, as appropriate, may provide
COMMONWEALTH with an invoice in respect of such amount. Any such
invoice shall include evidence that the amount was not charged to
COMMONWEALTH previously. Upon receipt of this information and
evidence, COMMONWEALTH shall promptly pay to ADMINISTRATOR the amount
of the undercharge.

10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ADMINISTRATOR AND SDI

10.1 CORPORATE EXISTENCE.

Each of ADMINISTRATOR and SDI represents and warrants that it is a
corporation duly organized and existing and in good standing under the
laws of its jurisdiction of incorporation.

10.2 CORPORATE CAPACITY.

Each of ADMINISTRATOR and SDI represents and warrants that it is
empowered under Applicable Laws and by its charter and bylaws to enter
into and perform this Agreement and the Work Assignment(s), and the
Services, in the case of ADMINISTRATOR, and Brokerage Services, in the
case of SDI, contemplated therein and herein.

10.3 CORPORATE AUTHORITY.

Each of ADMINISTRATOR and SDI represents and warrants that all
requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement and Work Assignment(s), and the
Services, in the case of ADMINISTRATOR, and Brokerage Services, in the
case of SDI, contemplated herein.

10.4 GOVERNMENTAL ENTITIES.

Each of ADMINISTRATOR and SDI represents and warrants that no
approval, authorization or consent of any Governmental Entity is
required to be obtained or made by it in order for such party to enter
into and perform any of its obligations under this Agreement and the
Work Assignment(s) other than those that have already been obtained.

10.5 AUTHORIZATIONS.

ADMINISTRATOR and SDI represent, warrant and covenant that each of it
has and shall have all necessary rights, registrations, authorizations
and/or licenses to perform all of its obligations under this Agreement
and the Work Assignments, including all such rights, authorizations
and/or licenses necessary to use and incorporate any third party
software used in the performance of the Services, in the case of
ADMINISTRATOR, and Brokerage Services, in the case of SDI, for
COMMONWEALTH. ADMINISTRATOR and SDI have made available to
COMMONWEALTH true and complete copies of all such licenses and
registrations for their review, and covenants that, upon the request
of COMMONWEALTH from time to time during the Term of an Agreement, it
shall make available, at reasonable times and locations, true and
complete copies of all such licenses and registrations as in effect at
such time, for COMMONWEALTH's review.

10.6 COMPLIANCE.

ADMINISTRATOR and SDI represent, warrant and covenant that each of
ADMINISTRATOR and SDI has complied and will continue to comply with
all Applicable Laws, including all laws and regulations with respect
to the operation of its business, and in the administration of the
Contracts and the provision of the Services, in the case of
ADMINISTRATOR, and Brokerage Services, in the case of SDI, and it has
and will continue to make all required filings with regulatory
agencies in connection with their status as a third-party
administrator or broker-dealer, as the case may be, except where the
failure to so comply or to make such filings would not reasonably be
expected to materially impair such Party's ability to perform its
obligations hereunder.

10.7 PERSONNEL.

ADMINISTRATOR and SDI represent, warrant and covenant that the
Services, in the case of ADMINISTRATOR, and Brokerage Services, in the
case of SDI, shall be rendered by personnel reasonably qualified by
training and experience, and if necessary, duly licensed, to perform
the tasks assigned to them.

10.8 ACCESS TO EMPLOYEES.

Each of ADMINISTRATOR and SDI covenants that it shall provide upon
request of COMMONWEALTH reasonable access to its knowledgeable
employees and independent contractors that may be required in the
performance or receipt of the Services, in the case of ADMINISTRATOR,
and Brokerage Services, in the case of SDI. COMMONWEALTH shall
reimburse ADMINISTRATOR for all reasonable and documented
out-of-pocket costs and expenses incurred by ADMINISTRATOR or SDI in
providing such access. ADMINISTRATOR and SDI shall not be required to
provide access hereunder if to do so would be materially disruptive to
their provision of Services or Brokerage Services under this Agreement
or the Work Assignments.

10.9 SERVICES AND BROKERAGE SERVICES WILL NOT INFRINGE.

ADMINISTRATOR and SDI represent, warrant and covenant that, to the
best of their knowledge, the Services, in the case of ADMINISTRATOR,
and Brokerage Services, in the case of SDI, do not and will not
infringe upon or otherwise violate the intellectual property or
proprietary rights of any person.

10.10 SOFTWARE WILL NOT INFRINGE.

ADMINISTRATOR and SDI represent, warrant and covenant that to the best
of their knowledge the Software does not and will not infringe upon or
otherwise violate the intellectual property or proprietary rights of
any third party.

10.11 FACILITIES.

ADMINISTRATOR and SDI represent, warrant and covenant that
ADMINISTRATOR and SDI have and will continue to have and maintain
reasonably necessary personnel and Facilities and Systems to perform
its duties and obligations as set forth under this Agreement and as
required by the Work Assignments.

10.12 BOND AND INSURANCE REQUIREMENTS.

ADMINISTRATOR and SDI represent, warrant and covenant that whenever
required by Applicable Law or regulation to maintain a bond or deposit
with a regulatory authority, ADMINISTRATOR and SDI shall maintain a
deposit or a bond in favor of such authority, to be held in trust for
the benefit and protection of COMMONWEALTH, CLIENTS and the Insureds
whose monies ADMINISTRATOR and SDI, or such other assignee handles,
and, in addition, shall comply with any other bond and insurance
requirements of Applicable Law.

10.13 ERRORS AND OMISSIONS; FIDELITY BOND; OTHER INSURANCE.

a. ADMINISTRATOR and SDI each represent, warrant and covenant that
it now has and will maintain, throughout the Term of this Agreement,
insurance coverage for errors and omissions liability in amounts not
less than $5 million per claim and not less than $5 million in the
aggregate, with an insurer rated A or above by A.M. Best & Co. that is
authorized (whether on an admitted or non-admitted basis) to do
business in the jurisdictions from which ADMINISTRATOR or SDI is
performing the Services and Brokerage Services, respectively.

b. ADMINISTRATOR and SDI will maintain a fidelity bond covering all
employees, in an amount of $5,000,000, with an insurer rated A, or
above, that is authorized (whether on an admitted or non-admitted
basis) to do business in the jurisdictions from which ADMINISTRATOR or
SDI is performing the Services and Brokerage Services, respectively.

c. ADMINISTRATOR and SDI will maintain (i) Commercial General
Liability Insurance (including contractual liability coverage) in an
amount not less than $1,000,000 each occurrence and not less than
$1,000,000 in the aggregate, (ii) Excess Liability Insurance (Umbrella
Form) in an amount not less than $9,000,000 each occurrence and not
less than $9,000,000 in the aggregate, (iii) Commercial Automobile
Liability Insurance in an amount not less than $1,000,000 combined
single limit, (iv) Workers' Compensation Insurance in the amount
required by Applicable Law and (v) Employer's Liability in an amount
not less than $100,000 bodily injury each accident and not less than
$100,000 bodily injury by disease, each employee, $500,000 disease
policy limit. Each of the coverages mentioned in this Section 10.13(c)
shall be with an insurer rated A, or above, that is authorized
(whether on an admitted or non-admitted basis) to do business in the
jurisdictions from which ADMINISTRATOR or SDI is performing the
Services and Brokerage Services, respectively.

d. ADMINISTRATOR and SDI shall furnish or cause to be furnished to
COMMONWEALTH a certificate of insurance showing coverage in such
amounts and, if the policies are to be cancelled, renewed or
materially altered as to affect coverage for ADMINISTRATOR or SDI,
provide at least thirty (30) days' written notice prior to any such
cancellation, renewal or alteration. COMMONWEALTH's failure to notify
ADMINISTRATOR or SDI or otherwise take remedial action following
ADMINISTRATOR's or SDI's failure to deliver satisfactory evidence of
coverage shall not be construed as a waiver of its right under this
Section 10.13(d) to have such insurance in place or a release of
ADMINISTRATOR or SDI from its obligation to provide the required
insurance coverage hereunder. Receipt by COMMONWEALTH of a
non-conforming certificate of insurance does not constitute
acceptance. ADMINISTRATOR's or SDI's failure to comply with the terms
of this Section 10.13(d) shall be considered a material breach of this
Agreement.

e. Any such required insurance coverage may be in the form of
coverage maintained by a parent corporation under which ADMINISTRATOR
or SDI is covered as an insured.

11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMMONWEALTH

11.1 CORPORATE EXISTENCE.

COMMONWEALTH represents and warrants that it is a corporation or other
legal entity duly organized and existing and in good standing in its
jurisdiction of organization.

11.2 CORPORATE CAPACITY.

COMMONWEALTH represents and warrants that it is empowered under the
Applicable Laws and by its charter and bylaws to enter into and
perform this Agreement and the Work Assignment(s).

11.3 CORPORATE AUTHORITY.

COMMONWEALTH represents and warrants that all requisite corporate
proceedings have been taken to authorize it to enter into and perform
this Agreement and the Work Assignments.

11.4 GOVERNMENTAL ENTITIES.

COMMONWEALTH represents and warrants that no approval, authorization
or consent of any Governmental Entity is required to be obtained or
made by it or a CLIENT in order to enter into and perform any of its
material obligations under this Agreement or the Work Assignment(s),
other than those that have already been obtained.

11.5 AUTHORIZATIONS.

COMMONWEALTH represents, warrants and covenants that it and the
CLIENTS have and shall have all necessary rights, registrations,
authorizations and/or licenses to perform all of their material
obligations under this Agreement or the Work Assignment(s).

11.6 LEGAL COMPLIANCE.

COMMONWEALTH represents, warrants and covenants that COMMONWEALTH and
CLIENTS have complied and will continue to comply with all laws and
regulations with respect to the operation of their businesses, and in
the design, underwriting, solicitation, sale and administration of the
Contracts, and it has and will continue to make all required filings
with regulatory agencies in connection with the offer, sale, or
administration of the Contracts, except where the failure to so comply
or to make such filings would not reasonably be expected to materially
impair COMMONWEALTH's, CLIENT's, ADMINISTRATOR's or SDI's ability to
perform its obligations hereunder or under a Work Assignment.

11.7 ACCESS TO EMPLOYEES.

COMMONWEALTH represents, warrants and covenants that COMMONWEALTH
shall provide upon request of ADMINISTRATOR reasonable access to its
and CLIENTS' knowledgeable employees and independent contractors that
may be required in the performance or receipt of the Services or
Brokerage Services. COMMONWEALTH shall not be required to provide
access hereunder if to do so would be materially disruptive to the
conduct of its or CLIENTS' business as it relates to the Contracts.

12. INDEMNIFICATION

12.1 INDEMNIFICATION OF ADMINISTRATOR AND SDI.

Anything to the contrary herein notwithstanding, and notwithstanding
the Limitation of Liability provision contained in Article 13,
COMMONWEALTH shall defend, indemnify and hold harmless ADMINISTRATOR
and/or SDI and their respective Affiliates, officers, directors,
employees, agents and representatives (each, an "ADMINISTRATOR
Indemnified Party") from and against any and all costs, expenses,
losses, damages, charges, reasonably incurred counsel fees, payments,
and liability (collectively, the "Losses") which may be asserted
against any of them by an Insured or other third party or for which it
may be held liable by an Insured or other third party, arising out of
or attributable to:

a. COMMONWEALTH's or a CLIENT willful misconduct, gross negligence
or breach of any provision of:

i. this Agreement or a Work Assignment;

ii. a selling, commission, agency or other sales or distribution
agreement or reinsurance agreement (other than as a result
of breach thereof insofar as caused by ADMINISTRATOR or
SDI);

iii. a fund participation agreement,

iv. any agreement relating to a Contract,

v. a Contract (other than as a result of a breach insofar as
caused by ADMINISTRATOR or SDI),

b. the failure to comply with Applicable Law by

i. COMMONWEALTH or a CLIENT,

ii. any issuer of a Contract in relation to the design, offer,
sale issuance or administration of such Contract,

iii. a previous administrator of a Contract that is not
Affiliated with ADMINISTRATOR in administering such
Contract,

iv. a broker-dealer, agent, representative, or other Person in
relation to the offer, sale or issuance of such Contract, or

v. any Person in maintaining the records required to be
maintained with respect to Contracts,

c. any failure of a Contract issued, reinsured, administered or
serviced by COMMONWEALTH or a CLIENT to qualify as a life insurance
contract or annuity contract, as applicable, under Section 101(f),
817(h), 7702 or 72 of the Code, any similar provision of the Code
relating to such qualification or any successor provision to the
foregoing, or the qualification of a Contract issued, reinsured,
administered or serviced by COMMONWEALTH or a CLIENT as a modified
endowment contract within the meaning of Section 7702A of the Code,
any similar provision of the Code relating to such qualification or
any successor provision to the foregoing (except in either case
insofar as a result of breach of this Agreement or a Work Assignment
by ADMINISTRATOR or SDI),

d. action (other than the performance of the Services or Brokerage
Services or other action required to be taken under an Agreement or by
any state or federal regulator) taken by ADMINISTRATOR or SDI at the
written direction of COMMONWEALTH or a CLIENT, including written
procedures supplied by COMMONWEALTH or a CLIENT pursuant to Section
3.5 or 3.6,

e. inaction by ADMINISTRATOR or SDI as a result of failure by
COMMONWEALTH or a CLIENT to furnish direction, following reasonable
request therefore in writing, if ADMINISTRATOR or SDI reasonably
believed that it lacked the authority to take the action in question
absent direction by COMMONWEALTH or a CLIENT, or

f. (i) bodily injury, including death, to any person, or (ii) damage
to the property of any Person (not including software or data) to the
extent that such injury or damage results from the willful misconduct
or negligence of COMMONWEALTH or a CLIENT or any of their officers or
employees in connection with ADMINISTRATOR's or SDI's performance of
their obligations under an Agreement, unless in each case such Losses
are due to the negligence or willful misconduct of an ADMINISTRATOR
Indemnified Party, in which case such Losses shall be apportioned.

12.2 INDEMNIFICATION OF CLIENT AND COMMONWEALTH.

Anything to the contrary herein notwithstanding, and notwithstanding
the Limitation of Liability provision contained in Article 13, none of
the CLIENTS or COMMONWEALTH shall be responsible for, and
ADMINISTRATOR and SDI shall jointly and severally indemnify and hold
harmless each CLIENT and COMMONWEALTH and their respective Affiliates,
officers, directors, employees, agents and representatives (each, a
"COMMONWEALTH Indemnified Party") from and against any and all Losses
which

may be asserted against any of them by a third party, or for which a
CLIENT or COMMONWEALTH may be held liable by a third party, arising
out of or attributable to:

a. ADMINISTRATOR's or SDI's willful misconduct or gross negligence,

b. breach of any provision of an Agreement,

c. (i) bodily injury, including death, to any person, or (ii) damage
to the property of any person, firm or corporation (not including
software or data) to the extent that such injury or damage results
from the willful misconduct or negligence of ADMINISTRATOR or SDI or
any of their officers or employees in connection with performing
ADMINISTRATOR's or SDI's obligations under this Agreement,

d. any claim, action or proceeding alleging that personnel of
ADMINISTRATOR performing Services hereunder are employees of any
CLIENT or COMMONWEALTH or their assignees for any purpose,

e. any claim, action or proceeding in connection with any
termination, dismissal, demotion or reduction in benefits by
ADMINISTRATOR or its affiliates with respect to an employee of
ADMINISTRATOR engaged or proposed to be engaged in providing services
under an Agreement; and

f. any infringement of any patent, trademark, copyright, trade
secret or other intellectual property or proprietary right of any
third party arising out of the performance of an Agreement by
ADMINISTRATOR or SDI, unless, in each case, such Losses are due to the
negligence or willful misconduct of a COMMONWEALTH Indemnified Party,
in which case such Losses shall be apportioned.

12.3 INDEMNIFICATION PROCEDURES INVOLVING THIRD-PARTY CLAIMS.

If any third party makes a Claim covered by Section 12.1 or Section
12.2 against an ADMINISTRATOR Indemnified Party or a COMMONWEALTH
Indemnified Party (an "Indemnified Party") with respect to which such
Indemnified Party intends to seek indemnification under Section 12.1
or Section 12.2, such Indemnified Party shall promptly deliver to the
indemnifying Party (COMMONWEALTH, on the one hand, or ADMINISTRATOR
and SDI, on the other hand, as applicable, an "Indemnifying Party") a
written notice (a "Claims Notice"), including a brief description of
the amount and basis of the Claim, if known. Upon giving such Claims
Notice, the Indemnifying Party shall be obligated to defend such
Indemnified Party against such Claim, PROVIDED that, in the event that
COMMONWEALTH is an Indemnifying Party with respect to a Claim asserted
hereunder, and COMMONWEALTH is entitled to indemnification from a
third party (a "Third Party Indemnitor") in respect of the same
underlying subject matter, facts or circumstances as such Claim,
COMMONWEALTH may, upon notice to the Indemnified Party, assign the
defense of such Claim hereunder to such Third Party Indemnitor. The
Indemnified Party (except as provided below) shall cooperate fully
with, and assist, the Indemnifying Party or Third Party Indemnitor in
its defense against such Claim at the Indemnifying Party's expense.
The Indemnifying Party or Third Party Indemnitor shall keep the
Indemnified Party apprised at all times as to the status of the
defense; PROVIDED, HOWEVER, that the failure of the Indemnified Party
to give prompt notice or to keep Indemnifying Party or Third Party
Indemnitor reasonably apprised shall not relieve the Indemnifying
Party of any of its obligations hereunder except to the extent such
failure prejudices the Indemnifying Party.

The Indemnifying Party shall be entitled to assume and control the
defense of any such Claim on Indemnified Party's behalf by written
notice to the Indemnified Party within thirty (30) days after receipt
of a Claims Notice; PROVIDED that, notwithstanding anything in this
Article 12 to the contrary, in the event the Claim is an action,
proceeding, inquiry or

investigation commenced by a Governmental Entity, the Indemnified
Party shall have the right to control the defense of such Claim. If so
specified in such notice, the Indemnifying Party, in the event that
the Indemnifying Party is entitled to indemnification from a Third
Party Indemnitor in respect of the same underlying subject matter,
facts or circumstances as the Claim asserted, may assign the defense
of such Claim hereunder to such Third Party Indemnitor. The
Indemnified Party shall cooperate fully with, and assist the
Indemnifying Party or Third Party Indemnitor in the defense and all
related settlement negotiations of such Claim. The Indemnifying Party
shall pay all reasonable outside costs incurred by the Indemnified
Party related to the Indemnified Party's or Third Party Indemnitor's
assistance in defense of a Claim. The Indemnified Party shall have the
right to join in the defense of such Claim and employ its own separate
counsel in any action, but the fees and expenses of such counsel shall
be at the expense of such Indemnified Party; PROVIDED, HOWEVER, that
(1) if the Parties agree that it is advantageous to the defense for
the Indemnified Party to employ its own counsel or (2) if the
Indemnified Party shall have reasonably concluded that there may be a
conflict of interest between the Indemnifying Party and the
Indemnified Party in the conduct of the defense of such Claim (in
which case the Indemnifying Party shall not have the right to direct
or participate in the defense of such Claim on behalf of the
Indemnified Party), then, in each such instance, the reasonable fees
and expenses of counsel for such Indemnified Party shall be borne by
the Indemnifying Party.

If the Indemnifying Party shall fail to notify the Indemnified Party
of its desire to assume the defense of any such Claim within the
prescribed period of time or shall notify the Indemnified Party that
it will not assume the defense of any such Claim, then the Indemnified
Party shall defend such Claim in any such manner as it may deem
appropriate, subject to the right of the Indemnifying Party to assume
the defense of such Claim (including the right to assign the defense
to a Third Party Indemnitor under the circumstances described above)
any time prior to its final determination or settlement. The
Indemnifying Party shall also be permitted to join in the defense of
such Claim and employ counsel at its own expense. Neither the
Indemnifying Party nor any Indemnified Party shall be liable for any
settlement of any Claim effected without its prior written consent,
which consent shall not be unreasonably withheld, except as set forth
below.

Notwithstanding the foregoing, the Indemnified Party shall retain,
assume or reassume sole control over, and all expenses relating to,
every aspect of the defense that it believes is not the subject of the
indemnification provided for in Section 12.1 or 12.2 and upon such
retention, assumption or reassumption, the Indemnifying Party will be
relieved of responsibility for indemnifying the Indemnified Party for
such defense or the Claim to which such defense relates.

In any Claim as to which the Indemnifying Party is entitled pursuant
to this Section 12.3 to assume and control the defense thereof, until
both (i) the Indemnified Party receives notice from the Indemnifying
Party that it will defend or, as permitted, assign such defense to a
Third Party Indemnitor; and (ii) the Indemnifying Party assumes or so
assigns such defense, the Indemnified Party may, at any time after ten
(10) days from notifying the Indemnifying Party of the Claim, resist
the Claim or, after consultation with and the consent of the
Indemnifying Party, settle or otherwise compromise or pay the Claim.
The Indemnifying Party shall pay all reasonable outside costs of the
Indemnified Party actually incurred arising out of or relating to that
defense and any such settlement, compromise or payment.

Following indemnification as provided in Section 12.1 or 12.2, the
Indemnifying Party shall be subrogated to all rights of the
Indemnified Party with respect to the matters from which
indemnification has been made.

13. LIMITATION OF LIABILITY

13.1 CURE.

a. Other than in connection with a Claim as to which Article 12
applies, where COMMONWEALTH's or a CLIENT's claim relates to a defect
in any Service or Brokerage Service, or any breach of this Agreement,
COMMONWEALTH and/or CLIENT shall give ADMINISTRATOR or SDI, as the
case may be, a reasonable opportunity to correct the defect. If
ADMINISTRATOR or SDI is able to correct the defect within 30 days, and
PROVIDED that COMMONWEALTH or such CLIENT has not sustained any actual
damages, ADMINISTRATOR or SDI, as the case may be, shall not be liable
for any damages.

b. Other than in connection with a Claim as to which Article 12
applies, where ADMINISTRATOR's or SDI's claim relates to a breach of
this Agreement or a Work Assignment by COMMONWEALTH or a CLIENT,
ADMINISTRATOR or SDI shall give COMMONWEALTH reasonable opportunity to
correct the defect. If COMMONWEALTH and/or CLIENT is able to correct
the defect within 30 days, and PROVIDED that ADMINISTRATOR and SDI
have not sustained any actual damages, neither COMMONWEALTH nor the
CLIENT shall be liable for any damages.

13.2 LIMITATION OF LIABILITY.

In case of any claim by COMMONWEALTH or a CLIENT against ADMINISTRATOR
or SDI or by ADMINISTRATOR or SDI against COMMONWEALTH or a CLIENT
related to this Agreement or any Work Assignment, regardless of the
basis of the claim, the other Party will be liable only for the amount
of actual loss or damage suffered by ADMINISTRATOR, SDI or
COMMONWEALTH or CLIENT, up to cumulative aggregate of the fees paid or
payable to ADMINISTRATOR by COMMONWEALTH or CLIENT under the
applicable Work Assignment in the aggregate during the 12 months
immediately preceding the date when the claim was first notified in
writing to the liable Party. For purposes of interpreting this
Section, the aggregate fees paid or payable in the twelve months
preceding the notification of a claim shall be treated as a damage
limitation pool from which damages may be drawn. To the extent that
pool is drawn down to satisfy one claim it will not be available to
satisfy other claims that apply to the same period. Amounts drawn
shall be deemed to be drawn first from the most remote month in time,
then from the next most remote month, and so on, with the pool being
reset on a monthly basis (and no more frequently) to take into account
fees paid or payable in succeeding months. The parties agree that any
claim by COMMONWEALTH under this Agreement shall be aggregated with
any claim under that certain Services Agreement dated March, 2012, by
and among se(2), inc., SDI, Epoch Securities, Inc. and COMMONWEALTH
and that all claims among either shall be subject to the overall
limitation of liability set forth in Section 13 of this Agreement.

13.3 EXCLUSION OF DAMAGES.

EXCEPT AS MAY BE PROVIDED FOR HEREIN, IN NO EVENT SHALL ANY PARTY BE
LIABLE TO ANOTHER PARTY FOR ANY CLAIM, DAMAGE OR OTHER CAUSE OF
ACTION, WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE, FOR INDIRECT,
EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES. THIS EXCLUSION SHALL NOT
APPLY TO ANY CLAIM PROPERLY ASSERTED UNDER ARTICLE 12
(INDEMNIFICATION) OF THIS AGREEMENT.

13.4 EXCEPTIONS TO LIMITATION OF LIABILITY.

Notwithstanding Sections 13.2 and 13.3, no limitation on liability or
exclusion of damages shall apply with respect to any claims based on:
(a) failure of COMMONWEALTH to pay

fees and charges when due, (b) Article 14 (Confidentiality) of this
Agreement, (c) a Party's bad faith or willful misconduct, or (d) any
Claim properly asserted pursuant to Article 12 (Indemnification) of
this Agreement.

13.5 FORCE MAJEURE.

In the event ADMINISTRATOR or SDI is unable to perform its obligations
under the terms of this Agreement because of natural disaster,
strikes, failure of or damage to public utility equipment or
transmission, or other causes beyond its control, such Party will use
its best efforts to mitigate the impact of the force majeure or to
assist the CLIENT or COMMONWEALTH, as the case may be, to obtain
alternate sources of service. Except with respect to its failure to
meet its obligations under Section 3.10 (Business Resumption Plan),
neither ADMINISTRATOR nor SDI will be liable for any damages resulting
from such causes. If any force majeure endures more than 30 days, the
Parties shall meet and review in good faith the desirability and
conditions of this Agreement, and COMMONWEALTH may determine to
terminate without further liability to ADMINISTRATOR or SDI.
COMMONWEALTH shall have the right to cover and seek a third party
source for Services and Brokerage Services, at its own expense, during
any event of force majeure without liability to ADMINISTRATOR for any
Service, or SDI for any Brokerage Service, affected by the force
majeure.

13.6 ENFORCEMENT.

The limitations of liability in this Article 13 will be enforced even
if any exclusive remedy fails of its essential purpose.

14. CONFIDENTIALITY

14.1 CONFIDENTIAL INFORMATION.

a. Each Party (the "Recipient") acknowledges that it may, in the
course of performing its responsibilities under this Agreement, be
exposed to or acquire Confidential Information of the other Party (the
"Discloser").

b. Except as otherwise provided herein or except as directed or
consented to by the Discloser, Recipient agrees to hold the other
Party's Confidential Information in strict confidence and not to copy,
reproduce, sell, assign, license, market, transfer or otherwise
dispose of, give or disclose such information to third parties.
Commonwealth consents to Administrator disclosing Commonwealth's
Confidential Information to the entities listed in Annex 14.1(b)
hereto; provided, however, that (1) that such information is disclosed
strictly on a "need to know" basis in connection with such entities
providing services in connection with this Agreement and (2) with the
exception of entities listed as Commonwealth Vendors, each such entity
has entered into a written agreement with Administrator that provides
for binding use and disclosure restrictions at least as protective as
those set forth in this Agreement. Except as otherwise provided herein
or except as directed or consented to by the Discloser, no Party shall
use any Confidential Information for any purposes whatsoever other
than the performance of this Agreement; nor may any Party use any
Confidential Information to engage in any business transaction or
relationship other than those with the other Parties contemplated by
this Agreement. In the event that ADMINISTRATOR and/or SDI are granted
a license under Section 5.3(b), ADMINISTRATOR and/or SDI shall
exercise its or their rights under such license in such a manner as
not to disclose Confidential Information to third parties in violation
of Section 14.1(b) above.

c. Except as expressly instructed by COMMONWEALTH in writing,
neither ADMINISTRATOR nor SDI shall, in any manner, use Confidential
Information directly or indirectly to induce or encourage customers of
COMMONWEALTH or any CLIENT to

redeem or replace Contracts during the Term; provided that merely
processing, causing to be processed, paying or causing to be paid
customer-initiated redemptions or replacements, or answering questions
related thereto, shall not constitute a prohibited inducement or
encouragement under this Section.

14.2 DISCLOSURE ORDER.

If Recipient is requested to disclose all or any part of any
Confidential Information under a subpoena, or inquiry issued by a
court of competent jurisdiction or by a judicial or administrative
agency or legislative body or committee, Recipient shall (to the
extent permitted by Applicable Law) :

a. immediately notify Discloser of the existence, terms and
circumstances surrounding such request;

b. consult with Discloser on the advisability of taking legally
available steps to resist or narrow such request and cooperate with
Discloser on any such steps it considers advisable;

c. if disclosure of the Confidential Information is required or
deemed advisable, exercise its best efforts to obtain an order,
stipulation or other reliable assurance acceptable to Discloser that
confidential treatment shall be accorded to such portion of the
Confidential Information to be disclosed and

d. limit disclosure to only that information required to be
disclosed pursuant to the subpoena or inquiry.

Where a Recipient is required to disclose information relating to
itself or other Persons, but not the Discloser, Recipient shall use
its commercially reasonable efforts to separate all Confidential
Information from tapes, files or other records containing the
requested information, so that Confidential Information is not
disclosed. Discloser shall reimburse Recipient for reasonable
out-of-pocket legal fees and expenses incurred in Recipient's effort
to comply with this provision.

14.3 RETURN OF INFORMATION AND BOOKS AND RECORDS AFTER TERMINATION.

a. Following the Term of this Agreement as among ADMINISTRATOR, SDI
and COMMONWEALTH (or earlier if requested by COMMONWEALTH),
ADMINISTRATOR shall at its cost return to COMMONWEALTH or
COMMONWEALTH's designee all Confidential Information of COMMONWEALTH
and CLIENTS (excluding, for purposes of this Section 14.3, this
Agreement), which to ADMINISTRATOR's or SDI's knowledge is in
ADMINISTRATOR's or SDI's possession or control, together, if requested
by COMMONWEALTH, with a certificate signed by ADMINISTRATOR in form
and substance satisfactory to COMMONWEALTH, stating that all the
Confidential Information of COMMONWEALTH and CLIENTS has been returned
as required by this Section. Notwithstanding the foregoing,
ADMINISTRATOR and SDI shall maintain copies of Books and Records in
accordance with Section 4.2.

b. Following the Term of this Agreement as among ADMINISTRATOR, SDI
and a COMMONWEALTH (or earlier if requested by ADMINISTRATOR),
COMMONWEALTH shall at its cost return to ADMINISTRATOR or
ADMINISTRATOR's designee all Confidential Information of ADMINISTRATOR
or SDI (excluding, for purposes of this Section 14.3, this Agreement
or any Work Assignment), which to COMMONWEALTH's knowledge is in
COMMONWEALTH's possession or control, together, if requested by the
ADMINISTRATOR, with a certificate signed by COMMONWEALTH in form and
substance satisfactory to the

ADMINISTRATOR, stating that all the Confidential Information of
ADMINISTRATOR has been returned as required by this Section.

c. Each Party agrees to allow the other Party reasonable access to,
including the right to make copies of, all such returned materials in
the event such access is requested by the other Party for any
reasonable and legitimate purpose, including but not limited to, as a
result of any administrative or regulatory request or action,
litigation or any similar proceeding.

14.4 EXCEPTIONS.

a. Confidential Information shall not include information that is:

i. in or becomes part of the public domain other than by
disclosure by Recipient in violation of this Agreement;

ii. demonstrably known to Recipient previously, without a duty
of confidentiality;

iii. independently developed by Recipient outside of this
Agreement; or

iv. rightfully obtained by Recipient from third parties without
a duty of confidentiality.

b. Notwithstanding anything in this Article 14 to the contrary, if a
Regulatory Authority so requires, a copy of this Agreement shall be
filed with the Regulatory Authority at such time as required under
Applicable Law.

14.5 UNAUTHORIZED ACTS.

Each Party shall, upon learning of any unauthorized access, use,
knowledge or possession, or an attempt to obtain or achieve
unauthorized access, use, knowledge or possession, of the other
Party's Confidential Information while in the possession of such Party
(an "Unauthorized Act"), promptly: (1) notify the other Party of the
Unauthorized Act, (2) furnish to the other Party full details known to
it of the Unauthorized Act and assist the other Party in investigating
or preventing the reoccurrence of any Unauthorized Act, (3) use
reasonable efforts to cooperate with the other Party in any litigation
and investigation against third parties reasonably deemed necessary by
the other Party to protect its proprietary rights and (4) use all
reasonable efforts to prevent a reoccurrence of any such Unauthorized
Act. As between the Parties, a Party responsible for such Unauthorized
Acts as contemplated in this Section 14.5 shall pay the reasonable
external costs incurred by any of the other Parties to bring the
responsible Party into compliance with this Agreement, including any
costs incurred in connection with seeking a confidentiality agreement,
protective order, or any other protection of the confidentiality of
the Confidential Information as contemplated in Section 14.1.

14.6 ACTION BY PARTIES.

No Party shall commence any legal action or proceeding against a third
party in respect of any Unauthorized Act purported to have been
committed by the third party without the prior written consent of the
other Party or Parties.

14.7 GLB COMPLIANCE.

ADMINISTRATOR and SDI agree to maintain and hold in confidence all
Nonpublic Personal Information obtained by them from COMMONWEALTH, any
of the CLIENTS

or any Insured, or any past or future policyholder, annuityholder or
certificateholder in the performance of their duties and obligations
under this Agreement, to the extent required by law. Neither
ADMINISTRATOR nor SDI shall (i) use such information or (ii) disclose
such information to any third party, in either case without the
express prior written consent of COMMONWEALTH or the CLIENT whose
information may be used or disclosed, except as required under
Applicable Law and as reasonably necessary for the performance of
ADMINISTRATOR's or SDI's duties under this Agreement.

14.8 BREACH.

It is understood and agreed that in the event of a breach of this
Article 14, damages may not be an adequate remedy and the
non-breaching Party shall be entitled to apply for injunctive and
other equitable relief to restrain any such breach, threatened or
actual.

14.9 INFORMATION SECURITY MANAGEMENT PROCEDURES.

ADMINISTRATOR and SDI shall implement measures reasonably designed to
(i) safeguard the security and confidentiality of the Nonpublic
Personal Information; (ii) protect against any anticipated threats or
hazards to the security or integrity of such information and; (iii)
protect against unauthorized access to or use of the Nonpublic
Personal Information that could result in substantial harm or
inconvenience to the individual policyholder, annuityholder or
certificateholder to whom such information relates. Without limiting
the generality of the foregoing, ADMINISTRATOR and SDI shall implement
and maintain the information security management procedures and
obligations detailed in EXHIBIT E during the Term.

14.10 CHINESE WALL.

a. ADMINISTRATOR and SDI agree that they and their Affiliates shall
maintain procedures to ensure the confidentiality of potential
transactions involving blocks of annuity contracts and life insurance
policies with respect to which (a) COMMONWEALTH has contacted
ADMINISTRATOR about a bid assistance assignment under Section 3.12(c)
and (b) one or more of ADMINISTRATOR's Affiliates or other clients may
have begun or determined to begin considering for acquisition
themselves. Such procedures shall include but not be limited to:

i. initiating a confidential process to select the appropriate
team to work on the bid assistance assignment with
appropriate management individuals;

ii. assigning different members to a team slate for COMMONWEALTH
and to team slate(s) for Affiliates or other clients;

iii. obtaining individual confidentiality agreements from each
person assigned to a team slate;

iv. instructing each person to disclose information only to
persons on the same team and to guard against inadvertent
disclosure to persons who may be on other teams;

v. ensuring that all information concerning the potential
transaction is maintained in a confidential manner by
ADMINISTRATOR;

vi. taking appropriate corrective or disciplinary action for
inadvertent or intentional breaches of confidentiality
requirements; and

vii. Submitting all pricing for the proposed transaction to a
Pricing Committee for review and approval in conformance
with ADMINISTRATOR'S established pricing policy.

b. Notwithstanding the generality of Section 14.8, ADMINISTRATOR and
SDI agree that COMMONWEALTH may be irreparably and immediately harmed
in the event of a breach of this Section 14.10, that money damages may
not be a sufficient remedy therefore, and that COMMONWEALTH will be
entitled to seek specific performance and injunctive relief as
remedies for any such breach without proof of actual damages.
ADMINISTRATOR and SDI agree not to oppose the granting of such relief,
and to waive any requirement for the securing or posing of any bond in
connection with such remedy. Such remedies shall not be deemed to be
exclusive remedies for a breach of this Section 14.10 but shall be in
addition to all other remedies available at law or equity.

15. DISPUTE RESOLUTION

15.1 EXECUTIVE RESOLUTION.

If any dispute arises related to this Agreement, a Work Assignment or
any transaction governed by this Agreement or a Work Assignment,
senior executives of all affected Parties, vested with authority to
settle the dispute, will meet and attempt in good faith to resolve the
dispute before resorting to court. The meeting will be held reasonably
promptly at the request of any affected Party in the offices of the
Party requesting the meeting, or if agreed, at another designated
location.

15.2 CONTINUED PERFORMANCE.

In the event of a good faith dispute between COMMONWEALTH and
ADMINISTRATOR or SDI regarding this Agreement or a Work Assignment
pursuant to which COMMONWEALTH in good faith believes it is entitled
to withhold payment, COMMONWEALTH shall promptly notify ADMINISTRATOR
of such dispute, and shall, upon request by ADMINISTRATOR and on or
after the date on which any fees or charges in dispute would otherwise
be required to be paid during the pendency of such dispute, deposit
the amount solely associated with the fees or charges to which the
dispute relates in an interest-bearing escrow account in the bank or
depository specified by ADMINISTRATOR, furnish evidence of such
deposit to ADMINISTRATOR and pay any undisputed amounts due for
payment. The Parties shall escalate the resolution of any such dispute
within 30 days of the deposit of the funds into the escrow account.
For as long as COMMONWEALTH makes such escrow deposits during the
pendency of such dispute, ADMINISTRATOR shall continue to provide the
Services, and SDI shall continue to provide the Brokerage Services, to
COMMONWEALTH. Upon resolution of the dispute, the prevailing Party or
Parties shall be entitled to money in the amount set forth in the
resolution in the escrow account, plus any interest earned on such
money; PROVIDED, HOWEVER, that any excess funds in the escrow account
will be remitted to COMMONWEALTH.

15.3 JUDICIAL REMEDY TO ENFORCE CONFIDENTIALITY.

Notwithstanding the preceding provisions of this Article 15, any Party
may enforce the confidentiality terms of this Agreement by commencing
an action for injunctive or other equitable relief, damages or any
other applicable judicial remedy.

16. AUDIT AND INSPECTION

16.1 AUDIT RIGHT.

Upon twenty-four (24) hours' notice to ADMINISTRATOR and during normal
business hours, but not more often than twice in any twelve (12) month
period, absent good cause, in which case an audit as set forth herein
may be conducted regardless of such limits, COMMONWEALTH or any CLIENT
or its designee has the right, in accordance with the provisions set
forth in EXHIBIT E and herein, as amended and supplemented, to audit
and

verify the matters relating to ADMINISTRATOR and SDI set forth in
Section 16.4. COMMONWEALTH or a CLIENT may conduct audit and
verification reviews itself or with the assistance of a third party
organization (PROVIDED that the third party organization executes a
confidentiality agreement that contains protections for Confidential
Information comparable to those set forth in this Agreement and
PROVIDED, FURTHER that such third party organization shall not be any
Person that ADMINISTRATOR deems in its reasonable discretion to be a
competitor in its third party administrator business or SDI's
broker-dealer business), at COMMONWEALTH's expense, subject to Section
16.6 below. All audits shall be performed in a manner intended to
minimize disruption to the Parties' respective businesses. All such
audits and verifications may be conducted during the term of this
Agreement and for a period of three years after the end of the Term of
this Agreement.

16.2 ACCESS.

Without limiting the foregoing, during any audit in relation hereto,
ADMINISTRATOR and SDI shall provide reasonable access, without
limitation, to COMMONWEALTH, CLIENTS, their auditors (including
internal audit staff), inspectors, regulators, consultants, and other
representatives, to

a. facilities where the Services or Brokerage Services are being
performed;

b. personnel and subcontractors providing any of the Services or
Brokerage Services; and

c. data and records in the possession of ADMINISTRATOR and SDI
relating to any of the Services or Brokerage Services. COMMONWEALTH,
CLIENTS and their designees shall adhere to ADMINISTRATOR's and SDI's
customary security and safety policies.

16.3 COOPERATION.

ADMINISTRATOR and SDI shall assist COMMONWEALTH and a CLIENT's
auditors (including internal audit staff), inspectors, regulators,
consultants and other representatives in connection with any audit in
relation hereto as is reasonably required. ADMINISTRATOR and SDI shall
cooperate fully with COMMONWEALTH, a CLIENT or their designees in
connection with audits in relation hereto and with regard to
examinations by regulatory authorities and shall, on a timely basis,
furnish each with information reasonably requested; PROVIDED, HOWEVER,
that COMMONWEALTH shall reimburse ADMINISTRATOR for the reasonable
costs incurred by it or SDI of obtaining the requested information
where the information is not readily available without research or
generation of data or reports that is or are not normally generated by
ADMINISTRATOR or SDI in the ordinary course of business.

16.4 CATEGORIES OF AUDITS.

Audits and inspections shall be limited to information relating to the
Services, in the case of ADMINISTRATOR, and Brokerage Services, in the
case of SDI, and may include:

a. ADMINISTRATOR's and SDI's practices and procedures, including
procedures to maintain the confidentiality of COMMONWEALTH and each
CLIENT's Confidential Information;

b. ADMINISTRATOR's and SDI's computer systems;

c. ADMINISTRATOR's and SDI's controls and security measures and
procedures;

d. ADMINISTRATOR's and SDI's disaster recovery and back-up
procedures;

e. any matter necessary to enable COMMONWEALTH or a CLIENT to meet
requirements of law;

f. ADMINISTRATOR's and SDI's compliance with Applicable Levels of
Service; and

g. Books and Records.

16.5 NO INTERFERENCE.

In no event shall COMMONWEALTH or any CLIENT while conducting audits
and investigations materially interfere with ADMINISTRATOR's or SDI's
ability to perform its obligations under this Agreement or conduct its
other operations in the ordinary course of business.

16.6 AUDIT EXPENSES.

COMMONWEALTH or the applicable CLIENT shall bear the expenses relating
to any audit performed under this provision; PROVIDED, HOWEVER, if any
such inspection reveals that any invoice or payment has not been
rendered or made in accordance with the terms of this Agreement and
has resulted in a material overcharge to COMMONWEALTH which results in
a refund or credit of the overcharge as provided in Section 9.1,
ADMINISTRATOR shall reimburse COMMONWEALTH for its reasonable internal
costs and external expenses in connection with the portion of the
audit relating to the invoice and/or payment resulting in such
material overcharge, without prejudice to any other remedies or claims
of COMMONWEALTH. In no event shall COMMONWEALTH or a CLIENT be
obligated to pay to ADMINISTRATOR or SDI any costs or expenses
incurred by ADMINISTRATOR or SDI in assisting the completion of the
audits contemplated under this provision other than the reasonable
costs of obtaining information as referred to, and under the
circumstances described, in the proviso of Section 16.3.

16.7 EXIT CONFERENCE.

Following an audit or examination on behalf of COMMONWEALTH or a
CLIENT, COMMONWEALTH shall conduct (in the case of an internal audit),
or request its external auditors or examiners to conduct, (a) a
conference to discuss their preliminary conclusions with
ADMINISTRATOR, followed by (b) an exit conference with ADMINISTRATOR
to obtain ADMINISTRATOR's factual concurrence with issues identified
in the review.

17. MISCELLANEOUS

17.1 TRANSFER.

COMMONWEALTH may not assign or sublicense or otherwise transfer
voluntarily, or by operation of law, any rights or obligations under
this Agreement, nor may COMMONWEALTH or a CLIENT assign or sublicense
or otherwise transfer voluntarily, or by operation of law, any rights
or obligations under a Work Assignment, without ADMINISTRATOR's and
SDI's prior written consent, such consent not to be unreasonably
withheld; PROVIDED, HOWEVER, that COMMONWEALTH or a CLIENT may assign
or otherwise transfer its rights and obligations to an Affiliate or to
a successor to substantially all of its assets as long as the rights
and obligations of ADMINISTRATOR and SDI are not materially affected
and as long as there is no material increase in the credit or
regulatory-compliance risk of ADMINISTRATOR, in its reasonable
discretion. ADMINISTRATOR or SDI may not assign or sublicense or
otherwise transfer voluntarily, or by operation of law, any rights or
obligations under this Agreement or Work Assignment without
COMMONWEALTH's prior written consent; PROVIDED, HOWEVER, that

ADMINISTRATOR may assign or otherwise transfer its rights and
obligations to an Affiliate or to a successor to substantially all of
its assets as long as the rights and obligations of COMMONWEALTH are
not materially affected; PROVIDED, FURTHER, that any effect on any
right or obligation of COMMONWEALTH or a CLIENT that results because
an assignee or transferee of ADMINISTRATOR's rights and obligations
under this Agreement is required to be licensed or registered with any
Government Entity as a third party administrator shall be deemed
immaterial; PROVIDED, FURTHER, that ADMINISTRATOR remains liable for
the performance of this Agreement or a Work Assignment by its
assignee. In the event of any such assignment or transfer, if
regulatory approval is required in order for ADMINISTRATOR to remain
liable under and subject to this Agreement, ADMINISTRATOR agrees to
diligently seek such regulatory approval. An assignment or transfer in
connection with any corporate reorganization or other transaction
requiring regulatory approval to be obtained by ADMINISTRATOR or an
Affiliate will be subject to ADMINISTRATOR's seeking regulatory
approval to remain subject to this Agreement concurrently with its
seeking the other approval, and obtaining such approval, subject to
any requirements imposed by any Regulatory Authority under Applicable
Law. This Agreement shall inure to the benefit of and be binding upon
the Parties hereto and their respective successors and permitted
assigns. Any assignment, sublicense or other transfer in violation of
this Agreement shall be void.

17.2 INDEPENDENT CONTRACTOR.

Nothing in this Agreement will be construed a creating the
relationship of employer and employee, partners or joint venturers
between ADMINISTRATOR or SDI on the one hand, and COMMONWEALTH or any
CLIENT on the other hand, or between any of the Parties' employees or
representatives. No Party shall represent that it is (or that any of
its employees are) an employee, partner or joint venturer with any
other Party. It is the express intent of the Parties that neither
ADMINISTRATOR nor SDI is an employee, partner or joint venturer of
COMMONWEALTH or any CLIENT for any purpose and that all Services and
Brokerage Services performed hereunder by ADMINISTRATOR and SDI,
respectively shall be as an "independent contractor" as that term is
defined by Applicable Law, and that ADMINISTRATOR and SDI shall be
free to exercise independent judgment as to the time, place and manner
(such manner not being inconsistent with ADMINISTRATOR's and SDI's
obligations hereunder) of performing its duties as to all of the
Services, in the case of ADMINISTRATOR, and Brokerage Services, in the
case of SDI, under this Agreement.

17.3 ENTIRE AGREEMENT.

This Agreement (including Exhibits, Annexes and written amendments
hereto) and each Work Assignment, as supplemented by the terms and
conditions of this Agreement constitutes the entire agreement between
the applicable Parties hereto and supersedes any prior agreement with
respect to the subject matter hereof or thereof, whether oral or
written, and neither this Agreement nor any Work Assignment may be
modified or amended except in a written instrument executed by duly
authorized representatives of the applicable Parties hereto or
thereto. Any modification or amendment of this Agreement by and among
COMMONWEALTH, ADMINISTRATOR and SDI shall bind such Parties as well as
all CLIENTS which at the time of such amendment or modification are
Affiliates of COMMONWEALTH.

17.4 NOTICE, SERVICE OF PROCESS AND REGULATORY NOTICES.

All notices and other communications required or permitted under this
Agreement or a Work Assignment to be given in writing shall be deemed
to have been duly given on the date delivered by hand, by nationally
recognized overnight courier service or by

messenger, or upon receipt by facsimile transmission, or upon delivery
by registered or certified mail (return receipt requested) postage
prepaid (except, in the case of a notice of breach or termination for
Cause under Section 7.5, in which case certified mail or nationally
recognized overnight courier service shall be the required method), to
any Party at the following addresses and facsimile numbers, or to such
other address or facsimile number as a Party to receive the notice or
request so designates by written notice to the other:

If to ADMINISTRATOR or SDI:

se(2) inc.
0000 XX Xxxxx Xxxxxx
Xxxxxx, Xxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx
Facsimile: (000) 000-0000

With a copy to:

Security Benefit Corporation
One Security Benefit Place
Topeka, Kansas 66636-0061
Attention: General Counsel
Facsimile: (000) 000-0000

If to Commonwealth:

Commonwealth Annuity and Life Insurance Company
000 Xxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxx
Facsimile: (000) 000-0000

With a copy to-

Commonwealth Annuity and Life Insurance Company
000 Xxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000

If to CLIENTS:

As set forth in the applicable Work Assignment.

In the event any legal process or notice is served on a Party to this
Agreement or Work Assignment in a suit or proceeding against any of
the other Parties, the Party served shall promptly forward such
process or notice on to the appropriate other Party at the address
specified above.

In the event any regulatory notices or correspondence pertaining to
this Agreement or Work Assignment is received by a Party, the Party
receiving same shall promptly forward a copy to the other Parties at
the address specified above.

17.5 GOVERNING LAW.

The laws of the State of New York govern this Agreement and each Work
Assignment, without regard to its principles governing the conflicts
of laws. The Parties unconditionally consent to the exclusive
jurisdiction of and venue in the state and federal courts located in
New York, New York.

17.6 COUNTERPARTS.

The signatures of the Parties need not appear on the same copy of this
Agreement or a Work Assignment, so long as each Party signs at least
one copy of this Agreement or a Work Assignment and the copies contain
the same terms.

17.7 CONSTRUCTION.

The headings used herein or in a Work Assignment are inserted only as
a matter of convenience and for reference and shall not affect the
construction or interpretation of this Agreement or a Work Assignment.
Where context so indicates, a word in the singular form shall include
the plural, a word in the masculine form the feminine, and vice versa.
The word "including" and similar constructions (such as "for example",
"such as", and "E.G.") shall mean "including, without limitation,"
throughout this Agreement. The Parties agree that the terms and
conditions of this Agreement or a Work Assignment are the result of
negotiations between the Parties and that neither this Agreement nor a
Work Assignment shall be construed in favor of or against any Party by
reason of the extent to which the Party or its professional advisors
participated in the preparation of this Agreement or the Work
Assignment.

17.8 SEVERABILITY.

If any term, provision, covenant or restriction of this Agreement or a
Work Assignment is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement or the
Work Assignment shall remain in full force and effect and shall in no
way be affected, impaired or invalidated so long as the economic or
legal substance of the transactions contemplated hereby or thereby is
not affected in any manner materially adverse to any Party. Upon such
a determination, the Parties shall negotiate in good faith to modify
this Agreement or the Work Assignment so as to affect the original
intent of the Parties as closely as possible in an acceptable manner
in order that the transactions contemplated hereby be consummated as
originally contemplated to the fullest extent possible.

17.9 THIRD PARTY BENEFICIARIES.

Each Party intends that neither this Agreement nor any Work Assignment
shall benefit, or create any right or cause of action in or on behalf
of, any Person or entity, including without limitation any
Governmental Entity or Regulatory Authority, other than COMMONWEALTH,
the CLIENTS, ADMINISTRATOR and SDI, as the case may be.

17.10 COVENANT OF FURTHER ASSURANCES.

Each Party covenants and agrees that, subsequent to the execution and
delivery of this Agreement or a Work Assignment and without any
additional consideration, each shall execute and deliver any further
legal instruments and perform any acts which are or may become
necessary to effectuate the purposes of this Agreement or the Work
Assignment.

17.11 NO SOLICITATION OF EMPLOYEES.

During the Term and for a period of one year after the Term,
COMMONWEALTH or CLIENT, as applicable, on the one hand, and
ADMINISTRATOR and SDI, on the other hand, agree that each of the
following (each a "Restricted Group"):

(a) in the case of COMMONWEALTH, any other internal employees of
COMMONWEALTH involved in evaluating ADMINISTRATOR and/or SDI as
potential providers of the Services or Brokerage Services,
respectively, or who may interact personally with employees of
ADMINISTRATOR or SDI in connection with ADMINISTRATOR's or SDI's
performance hereunder;

(b) in the case of a CLIENT, its units, departments, and personnel
which or who may interact (in the case of personnel, personally) with
employees of ADMINISTRATOR or SDI in connection with ADMINISTRATOR's
or SDI's performance hereunder for CLIENT;

(c) in the case of ADMINISTRATOR and SDI, as to COMMONWEALTH,
ADMINISTRATOR's and SDI's annuity and life insurance business process
outsourcing services units and any other of their internal employees
involved in evaluating the relationship with COMMONWEALTH herein or
who may interact personally with employees of COMMONWEALTH in
connection with ADMINISTRATOR's or SDI's performance hereunder;

(d) in the case of ADMINISTRATOR and SDI, as to a CLIENT,
ADMINISTRATOR's and SDI's annuity and life insurance business process
outsourcing services units and any other of their internal employees
involved in evaluating the potential relationship with CLIENT
hereunder or who may interact personally with employees of CLIENT in
connection with ADMINISTRATOR's or SDI's performance hereunder;

shall not, without the other Party's prior written consent, DIRECTLY
OR INDIRECTLY solicit for employment any individual employed by the
other Party (in a non-clerical position) at any time during the Term
with whom the Restricted Group has contact in connection with
evaluating the establishment of the relationships reflected herein
and/or in the applicable Work Assignment or in connection with the
ADMINISTRATOR's and/or SDI's performance hereof or hereunder; provided
that this prohibition shall not apply in respect of any such employee:

(i) who responds to general advertisements or solicitations or
recruitment searches not specifically targeted by the Party or
any of its Affiliates at any of the other Party's employees or
who is referred by search firms or employment agencies or similar
entities so long as such entities have not been instructed by the
Party or any of its Affiliates or representatives to solicit such
employees;

(ii) who approaches the Party of his or her own initiative, without
any direct or indirect solicitation by the Restricted Group; or

(iii)who has been given notice of termination by the other Party prior
to commencement of employment discussions between the Party and
such specific employees, or (iv) with whom the Party or any of
its Affiliates are currently having employment discussions prior
to the date of this Agreement, or any hires made by the Party
pursuant to any of the foregoing.

In Witness Whereof, the undersigned have executed and delivered this Agreement,
which shall be effective as of April 1, 2013.

SE(2) INC. SECURITY DISTRIBUTORS, INC.
0000 XX XXXXX XXXXXX ONE SECURITY BENEFIT PLACE
TOPEKA, KANSAS 66636-0061 XXXXXX, XXXXXX 00000-0000

By: /S/ Xxxxx X. Xxxxxxx By: /S/ Xxxxx X. Xxxxxxx
------------------------------------- ------------------------------------
[signature] [signature]

Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx
------------------------------------- ------------------------------------
[printed] [printed]

Title: SR Vice President Title: Vice President
------------------------------------- ----------------------------------

COMMONWEALTH ANNUITY
AND LIFE INSURANCE COMPANY
000 XXXXXXXX XXXX
XXXXXXXXXXXX, XX 00000

By: XXXXXXXX XXX XXXXXX
------------------------------------
[signature]

EXHIBIT A-1

FORM OF TERMINATION AGREEMENT

Termination Agreement by and among The Xxxxxxx Sachs Group, Inc., se(2) inc.,
and Security Distributors, Inc. (collectively, the "Parties") for the purposes
set forth herein.

The Parties do hereby:

(1) terminate as of the date hereof that certain Third Party Administrator
Agreement by and among The Xxxxxxx Xxxxx Group, Inc., se2, Inc. (as successor,
by assignment, to Security Benefit Life Insurance Company), and Security
Distributors, Inc., dated August 22, 2005, as amended, and the related Work
Assignments dated December 30, 2005, October 31, 2006, October 2008 and April
26, 2012 (the "TPA Agreements"); and

(2) forever release and discharge one another and their respective
predecessors, successors, assigns, officers, directors, employees, and other
representatives from any and all liability that any such party has against any
other party or any of such other party's predecessors, successors, assigns,
officers, directors, employees, or other representatives arising from, based
upon, or otherwise related to the TPA Agreements, it being the intention of the
parties that this release shall operate as a full and final settlement of each
party's liability to each other party under, in connection with, and with
respect or related to the TPA Agreements;

provided, however, that such termination, release and settlement of the TPA
Agreements shall not extinguish, limit or otherwise modify any liability arising
or incurred thereunder prior to, or with respect to any period prior to, the
date hereof, and in connection therewith such TPA Agreements remain in full
force and effect.

In Witness Whereof, the undersigned have executed and delivered this Termination
Agreement, which shall be effective as of 11:59:59 p.m. on March 31, 2013.

SE(2), INC. SECURITY DISTRIBUTORS, INC.

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

Name: ------------------------------------- Name: -------------------------------------

Title: ------------------------------------- Title: -------------------------------------

THE XXXXXXX SACHS GROUP, INC.

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

Name: -------------------------------------

Title: -------------------------------------

EXHIBIT A-2

FORM OF TERMINATION AGREEMENT

Termination Agreement by and among First Allmerica Financial Life Insurance
Company, se(2) inc., and Security Distributors, Inc. (collectively, the
"Parties") for the purposes set forth herein.

The Parties do hereby:

(1) terminate as of the date hereof that certain Third Party Administrator
Agreement by and among First Allmerica Financial Life Insurance and Annuity
Company, se2, inc. (as successor, by assignment, to Security Benefit Life
Insurance Company), and Security Distributors, Inc., dated January 20, 2006, as
amended, and the related Work Assignment dated January 20, 2006 (the "FAFLIC TPA
Agreements"); and

(2) forever release and discharge one another and their respective
predecessors, successors, assigns, officers, directors, employees, and other
representatives from any and all liability that any such party has against any
other party or any of such other party's predecessors, successors, assigns,
officers, directors, employees, or other representatives arising from, based
upon, or otherwise related to the FAFLIC TPA Agreements, it being the intention
of the parties that this release shall operate as a full and final settlement of
each party's liability to each other party under, in connection with, and with
respect or related to the FAFLIC TPA Agreements;

provided, however, that such termination, release and settlement of the FAFLIC
TPA Agreements shall not extinguish, limit or otherwise modify any liability
arising or incurred thereunder prior to, or with respect to any period prior to,
the date hereof, and in connection therewith such TPA Agreements remain in full
force and effect

In Witness Whereof, the undersigned have executed and delivered this Termination
Agreement, which shall be effective as of 11:59:59 p.m. on March 31, 2013.

SE(2), INC. SECURITY DISTRIBUTORS, INC.

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

Name: ------------------------------------- Name: -------------------------------------

Title: ------------------------------------- Title: -------------------------------------

FIRST ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY
COMPANY

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

Name: -------------------------------------

Title: -------------------------------------

EXHIBIT D

OFF SITE FACILITES

Underground Vaults and Storage, Inc.
0000 XX Xxxx Xxxx.
Xxxxx #0
Xxxxxx, XX 00000

D-1

EXHIBIT E

SECURITY PROCEDURES

This Exhibit specifies requirements for: Information Security, Physical
Security, Backup & Contingency Planning and Audit. "Vendor" refers to each
of ADMINISTRATOR and SDI. "Customer" refers to each of COMMONWEALTH and its
CLIENTS.

1. DEFINITIONS:

1.1. "SYSTEMS AND NETWORKS" shall mean hardware, software (including the
copies of Vendor's proprietary technology and third party technology
installed thereon) and telecommunication facilities employed by Vendor
to receive, process, maintain, transmit and store data, whether or not
such hardware, software and telecommunications facilities are also
used to host other parties' confidential or other information or
software.

1.2. "ATTEMPTED ATTACK" shall mean all of the following preliminary
attacker efforts that occur for any incident: port scanning, IP
address mapping and OS fingerprinting.

2. INFORMATION SECURITY MANAGEMENT

2.1. Vendor has and shall maintain at all times during the Term a security
policy that explicitly addresses and provides guidance to employees
and non-employee workers to ensure the confidentiality, integrity and
availability of information and systems maintained or processed by
Vendor. The policies shall be approved by senior management and
contain penalties or sanctions for non-compliance. Vendor's security
policy shall provide a framework for information security management
within its overall organization. That policy must have an explicit
section on the handling and management of personal information.
Explicit procedures must exist that describe how personal information
is to be managed, including disposal and destruction of data after its
useful life.

2.2. Vendor shall have dedicated resources (E.G. an Information Security
manager or group) to xxxxxx and focus on information security efforts.
The following details of the individuals shall be provided to Vendor:
contact details, a name, phone number and email address.

2.3. Vendor shall have a written security plan that provides a framework
for information security management within their organization. The
plan should address the following key points:

(a) The delegation and assignment of responsibilities for security;

(b) Management oversight for the plan and its deployment;

(d) Policies and procedures for data confidentiality and privacy;

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(e) Methods of handling sensitive or confidential information
received from or with respect to customers; and

(f) Incident response in the event of a breach of security or
unauthorized disclosure of customer data

3. INTERNAL AUDIT / SECURITY REVIEWS

3.1. Annual security audits or assessments, including testing of the system
of controls, will be performed by an independent audit group within
Vendor on a periodic basis. The audits should include testing of
Vendor's information security procedures as well.

3.2. Vendor shall provide Customer with details from its last security
audit or review conducted by a qualified third-party. The details
shall include the name of the reviewing company, the date of the
review and a general statement on the overall security posture of
Vendor's Systems and Networks, facilities and operations. The general
purpose of such audits will be to identify areas for reasonable
improvement in security related procedures and compare existing
procedures to industry standards and best practices.

3.3. Vendor shall have a process for correcting control deficiencies that
have been identified in audits or assessments, including follow up
documentation providing evidence of such corrections. Vendor will
endeavor to institute procedures necessary to address audit findings
and remain compliant with existing industry standards.

4. PERSONNEL PRACTICES

4.1. Vendor shall ensure that written confidentiality agreements are signed
by all employees, non-employee workers, consultants, temporary workers
and other persons, such as third party vendors and subcontractors, who
may have access to Vendor's Systems and Networks and facilities.

4.2. Vendor shall perform pre-employment screening in accordance with
ATTACHMENT A TO EXHIBIT E (background checks) for all employees,
non-employee workers, consultants, temporary workers and other
persons, such as vendors, hired or engaged after the date of this
agreement and who may provide services to or for Customer.

4.3. Vendor shall apply the Disqualifying Standards as contained in
ATTACHMENT B TO EXHIBIT E to all current and future employees to the
extent that disqualifications are encountered in the pre-employment
screening process or otherwise come to Vendor's attention.

4.4. All employees, non-employee workers, consultants, temporary workers
and other persons, such as third party vendors and subcontractors who
may have access to Vendor's Systems and Networks and facilities shall
be made aware of, and be required to adhere to, the security policies
of the Vendor and have training in security practices including the
handling of sensitive or confidential Customer information.

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5. EMPLOYEE REMOTE ELECTRONIC ACCESS

5.1. Employee remote access solutions must technically prevent the export
of data of, Vendor, its customers, or such customers' customers to the
person's local computer situated outside the Vendor's facilities.

6. STORAGE OF DATA ON MOBILE DEVICES

6.1. Vendor must ensure the security of data on distributed devices by
requiring the following:

(a) No data storage devices that may contain data of Vendor, its
customers, or their customers' customers are permitted to leave
Vendor's facility without express written permission from
Customer;

(b) No storage devices not belonging to the Vendor shall be allowed
access to such data. "Storage device" includes, but is not
limited to, laptop computers, flash drives, MP3 players, camera
phones, or other electronic devices with storage capability;

(c) Laptops used by Vendor personnel to conduct Customer business or
provide services or products to or for Customer must be the
property of Customer or Vendor. No personal laptops owned by
Vendor's personnel may be used for such activities;

(d) If any storage device, laptop or other mobile hardware contains
data, such data shall be encrypted with a minimum 128-bit
encryption key length; and

(e) Suspected loss or theft of any device which may contain data of
Vendor, its customers, or its or their customers' customers must
be reported immediately by Vendor personnel to Vendor, and
reported immediately by Vendor to Customer.

6.2. Outsourcing/Subcontracting/Reliance by Vendor on Third Parties:

(a) If Vendor outsources or subcontracts the provision of services or
products to or for Customer to third parties, or otherwise relies
on third parties to fulfill Vendor's information technology or
Security functions, then, in addition to the requirements set
forth in the Agreement, the Vendor shall require the following:

(i) Formal written agreements that require the security
controls employed by the third parties to be consistent
with the Agreement, Vendor's security practices and the
Attachment. In addition, Vendor must enter into written
confidentiality agreements with such third parties that,
at a minimum require such third parties to protect such
Confidential Information on terms no less protective than
those contained in the Agreement;

(ii) Vendor shall review, or have an independent audit group
within Vendor assess, the third party's security posture;
and

E-3

(iii) All such outsourcing, subcontracts or other reliance after
the date of the Agreement to which this Attachment relates
must be reviewed and approved by Customer in writing in
advance.

7. BACK-UP AND BUSINESS CONTINUITY PLANS

7.1. Vendor shall have a data backup and offsite storage process, including
backup/storage schedules and control requirements that address the
following:

(a) Vendor shall have business continuity plans in place which define
contingency plans and provide for the testing of such contingency
plans. Vendor shall indicate the frequency of such testing and
ensure that those plans ensure the Vendor's service level
commitments to Customer can be met;

(b) Data backups stored both on and off the Vendor's site shall be
maintained in a secure climate-controlled environment with
sufficient controls to ensure the backup media are actually being
received by the storage facility and that transportation boxes
containing such media have not been tampered with, diverted or
lost during transport; and

(c) Customer Information shall be irreversibly removed, to the extent
possible per current technology, from all storage mechanisms and
electronic media when such data is no longer needed for the
provision of services or products to or for Customer, as
reasonably determined by both Customer and Vendor.

8. SECURITY AND PROCESSING CONTROLS

8.1. Vendor shall have standards and procedures in-place to address system
configuration, operation and management controls for the Systems and
Networks, including the following:

(a) Vendor shall employ industry-standard security technologies to
protect data, including but not limited to physical access
controls and logical access controls;

(b) Security controls appropriate for the Systems and Networks and
their application environment as recommended by manufacturers and
best practices published by industry organizations;

(d) Change control process and procedures;

(e) Problem management;

(f) Incident detection, response and management; and

(g) Data access entitlement and a review process for existing
entitlements and changes to them.

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8.2. If Vendor connects to the Internet or other external facilities it
shall have in place technology controls including firewalls, security
monitoring and alerting systems (I.E. Intrusion Detection Systems).
The Vendor must implement and comply with Customer's preferred
security protocols, including but not limited to Single Sign On and
Secure Email.

9. INFORMATION STORAGE AND PROCESSING

9.1. Vendor shall store and process production data in a production
environment only. Vendor shall ensure that non-production environments
used for development, testing, or any non-production activity, other
than error correction procedures, which may be temporarily performed
in a test region, shall only use test data, and in such cases the test
data shall not contain any production data.

10. NOTIFICATION & REPORTING OBLIGATIONS

10.1. Vendor shall inform Customer of the following events without undue
delay, as soon as practicable after the event:

(a) Suspected breaches/compromises (beyond an Attempted Attack) of
Vendor's Systems and Networks, and claims or threats of such
events made by any personnel or external person;

(b) Termination of any personnel for cause, where related to such
personnel's potential or actual misuse or compromise of Customer
Data or Vendor's Systems and Networks;

(c) If permitted by Applicable Law, any law enforcement or
governmental investigation or inquiry into suspected misuse or
abuse of Vendor's Systems and Networks;

(d) If any of the Customer Data is or was left unprotected, or is or
was insufficiently protected for its level of sensitivity and
risk, irrespective of whether a security breach has occurred;

(e) The loss of any physical device that may have contained Customer
Data; and

(f) Vendor will provide reporting, as requested by Customer, to
Customer regarding access to Customer Data.

10.2 Vendor shall provide notice to Affected Persons of Compromise of
Personal Information.

(a) Vendor shall cooperate with Customer in satisfying any legal
requirement that requires Customer or Vendor to provide notice to
a person ("Affected Person") that a suspected breach/compromise
of such person's information is believed to have occurred.

(b) Vendor shall contact Customer's Chief Compliance Officer or
Information Security Officer with details of the suspected
breach/compromise

E-5

immediately following its discovery by Vendor. If notice to
Affected Persons is required by law, or if such notice is
contemplated by Vendor, prior to giving such notice Vendor shall
consult with Customer as to notice method and content as
described below. The timing of any notice to an Affected Person
shall be delayed in order to implement any Customer and Vendor
measures necessary to determine the scope of the
breach/compromise or to remedy or limit the breach/compromise, or
if any law enforcement or other government agency advises
Customer or Vendor that the issuance of the notice will impede a
criminal or other investigation.

(c) Method of Notice. Unless otherwise approved by Customer, Vendor
shall not provide notice to an Affected Person by unsecure means.
"Unsecure means" shall include, without limitation, unencrypted
email, and publication on a public website that does not provide
a secure sockets layer session for the Affected Person's
password-protected access. In addition, unless otherwise approved
by Customer, Vendor shall not provide notice via press release,
print media or broadcast media.

(d) Content of Notice. The content of Vendor's notices to the
Affected Person shall be subject to Customer's approval, which
shall not be unreasonably withheld or delayed.

(e) Cost of Notice. Customer shall not require any notice method or
notice content that requires Vendor to incur any additional cost
beyond the cost imposed upon Vendor by law.

(f) Survival. Vendor's obligations under this provision shall survive
the termination and expiration of the Agreement and Work
Assignments.

11. EXAMINATION OF RECORDS.

11.1 During the Term and for thirty (30) days after termination or
expiration of this Agreement, Vendor shall implement and maintain
backup processes sufficient to keep detailed, accurate and up-to-date
accounts and records, including computer logs, of all information
security activities carried out, and all costs and expenses for which
Customer must reimburse Vendor, incurred in the performance of its
information security obligations under this Agreement.

11.2 Upon Customer's request, and subject to the restrictions on
Confidential Information set forth in this Agreement, Vendor shall
allow Customer or its authorized representatives to examine and copy
such accounts and records as Customer determines may be relevant to
information security issues and related expenses arising under this
Agreement.

(a) Such examination and copying shall occur at reasonable intervals
and upon reasonable notice during the Term and for thirty (30) days
thereafter.

(b) Upon termination or expiration of this Agreement, Vendor shall
also provide Customer with a then-current "snapshot" recordation on
appropriate media of the accounts and records required to be made
available for examination under this provision.

E-6

July 28, 2005

Xxxx Xxxxxxxx
Director Corporate Security
Xxx XX Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxx, Xx 00000

Dear Xxxx,

Securitas has developed and produced an extensive manual to support our field
personnel in recruiting and hiring functions. This guide, SERVICE HEROES,
includes recruiting strategies, programs and processes to effectively identify
potential employees. Recruiting functions are handled by the human resources
manager of the Topeka branch office servicing Security Benefit.

Recruiting sources include our web page (xxx.Xxxxxxxxxxxx.xxx), local
newspapers, college campus placement centers, state employment
commissions/development departments, veterans' groups, senior organizations,
city and county social service agencies, private industry councils, JTPA
programs, vocational centers, military organizations, civil police offices, job
fairs, specifically targeted groups and employee referrals (referral bonuses),
and numerous other qualified employment sources listed in our SERVICE HEROES
best practices. In low unemployment areas, we may offer sign-on bonuses (based
on length of employment).

We take seriously our responsibility to select only those security officers who
possess the appropriate skills, qualifications, and aptitudes for each client
location. Every officer we hire has undergone personal interviews, reliability
testing, and reference checks to determine our comfort level with the
individual's ability to represent Securitas and our clients in a professional
manner. We then screen officers to insure there is a good match between the
officer's aptitudes and our client's site.

Securitas takes a serious and consistent view on increasing retention and making
Securitas the employer of choice. Our focus on retention begins as an applicant
completes our hiring paperwork. We strive to make every person who walks through
our doors feel special. Continued focus on retention occurs with individual
visits (or calls) to newly hired security officers to discuss anything that
might be on the officer's mind. Securitas also uses a series of branch and
regional awards, which recognize excellent work and consistently promote
on-going education and development.

SELECTION AND HIRING OF SECURITY OFFICERS

The following is a brief overview of Securitas' pre-employment selection process
to be used in support of Security Benefit. Our process not only screens out
unacceptable candidates, but also goes well beyond the industry norm to focus on
selecting world-class employees. In addition, our process identifies candidates
who possess important traits we believe are critical to both of our
organizations, such as honesty, integrity and a strong customer service
orientation suited to the culture and operating environment of Security Benefit.

E-7

JOB APPLICATION

The first step of our hiring process is to obtain basic employment and
background information from the applicants. The purpose of this step is to
obtain information which will assist in:

- the pre-screening of applicants.

- the in-depth interviews and background screening with emphasis on
employment patterns and personal background. During this step, each
applicant is required to complete the following forms:

- application for employment
- job skills proficiency quiz
- employment and appearance agreement
- verification of previous employment

INITIAL INTERVIEW

The first pre-employment interview is conducted to eliminate those applicants
who fail to meet our basic employment requirements, which determine if an
applicant can become a security officer candidate.

These requirements are as follows:

- access to a telephone and reliable transportation
- at least 18 years of age
- a U.S. citizen or documentation allowing residency and authorization
to work
- ability to read, write and speak English fluently as measured by
written testing requiring essay answers, which demonstrate
comprehension of written English and the ability to respond in writing
- no disqualifying criminal record
- in accordance with the provisions of the Americans with Disabilities
Act, the ability to perform assigned duties
- verifiable employment for a period of seven years
- a Social Security Card
- a high school diploma or GED

VIDEO SCREENING/QUESTIONNAIRE

Each applicant is required to undergo an orientation session in which the
applicant reviews security-related video presentations. The session includes a
test covering the following areas: Basic Orientation, Public Relations,
Communication & Reports, Safety, Techniques of Patrol, Fire

E-8

Prevention, Basic First Aid, Defensive Driving, Client Relations, and Hazardous
Material Communications.

XXXXXXX SURVEY(SM)

During this step each applicant is required to complete this survey. The Xxxxxxx
Survey(SM) is an assessment measuring an applicant's attitude towards honesty
and counter-productive work behavior.

DRUG SCREENING

Securitas mandates a drug free workplace with zero tolerance. This fact is
widely published and communicated throughout our organization. One of the first
things an applicant sees when entering a Securitas office is a sign that reads
"At Securitas, we test for drugs." We partner with ChoicePoint, the world's
largest provider of public record information and drug screening services, which
provides third party administration of our drug screening program. Securitas
utilizes ORALscreen, an oral fluid based point of contact screen for drugs of
abuse.

BACKGROUND VERIFICATION

Securitas uses ChoicePoint as a third party administrator to conduct
pre-employment background verifications.

Our required background verification includes the following:

- military service - (DD 214) - nature of separation
- criminal records check of both misdemeanors and felonies for a seven
year residence history
- credit check (when required by our clients)
- Social Security number trace
- Department of Motor Vehicles driver's license search for all driving
positions
- former employment verification-past 7 years
- reference checks

ASSIGNMENT/SCHEDULING INTERVIEW

Final administrative processing and documentation is accomplished during this
step, as well as the fitting and issuance of uniforms and equipment. The
applicant is contacted and scheduled for the next interview. We conduct an
in-depth interview with emphasis on background employment patterns and
Securitas' policies on dress and grooming standards. The final results of the
Xxxxxxx Survey are discussed and any open issue or concern is resolved. Specific
issues and performance expectations of Security Benefit will be discussed as
well during this interview.

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SITE INTERVIEW

Tentative assignment is made and our client representative is notified. When
requested by our clients, applicants are sent to the client site for a final
interview. We understand the importance and sensitivity that our clients and
partners desire us to place on the careful selection of security personnel. We
are committed to providing the most qualified and high quality security officers
available in the local labor market.

SECURITY OFFICER TRAINING

Our commitment to provide our clients with properly trained security officers
was the driving force behind the development of the Securitas Center for
Professional Development (CPD). The CPD is professional training management
organization that continuously strives to bring world-class training programs,
products and services to all the men and women of Securitas.

Securitas has made a substantial investment in the CPD and the related region
training and development functions. Each of Securitas' ten regions is staffed
with a regional director/ manager of training and development (RMTD), whose role
is to:

- Manage region efforts in training, organizational improvement and
performance enhancement.
- Conduct training in a variety of settings and develop curricula
combining multiple existing and acquired resources.
- Analyze performance of individuals, programs and organizational units;
develop performance and competency models.
- Develop partnerships with clients by learning the clients' business
and collaborating to identify learning opportunities that will enhance
the delivery of security services.

TRAINING CERTIFICATION

We maintain training certification listing all completed training modules in
each officer's file. Upon completion of a training module, the instructor
administering the training certifies that this training was satisfactorily
completed on a Training Module Completion form.

Security Benefit's initial training requirements will be fulfilled within a
mutually agreeable timeframe prior to permanent placement at Security Benefit
for all officers. Retained incumbent officers, as applicable, will also receive
Securitas specific elements of this training after transition in manageable
groups so as not to interrupt security operations.

Securitas provides each security officer with an intensive five-step training
program. Our approach is based on two key perspectives. First, it recognizes
that certain principles and techniques, such as those dealing with observation,
safety, reporting, interpersonal relations and Securitas policies, are the same
regardless of where the person is assigned. Secondly, individual clients have
unique

E-10

situations which require additional specialized training. Therefore, we provide
both general and client-specific training.

STEP 1:

This training complies with state required pre-assignment training. The
following general subjects are covered: Introduction, Role of Security Officer,
Legal Powers and Limitations, Emergency Situations, Communications and Public
Relations, Access Control, Diversity, Policies Against Sexual Harassment, Ethics
and Conduct.

STEP 2:

On-the-job Training: A site-specific training program focusing directly on
Security Benefit requirements. On-the-job training, conducted mostly on-site at
Security Benefit, is designed to instruct the officer of the particulars of the
job. Specific training such as First Aid/CPR, AED, Fire Guard or Securitas'
Drive-for-Life training course (for those required to operate a vehicle as part
of the job) will also be conducted at this time.

STEP 3:

In order to provide our clients with the finest security services available, we
developed an extensive empowerment program designed to train, motivate and
empower every security officer. Titled "The Excellence in Service(SM)" Program,
Service Heroes are identified by completing certain training and client service
activities and receiving coupons which are eligible for periodic cash drawings
at the local, regional and national levels. Each year, our winning security
officer receives a check for $10,000 during our national coupon drawing and
attends a special ceremony. This program offers a poster awareness program and
magazine depicting real Securitas associates and real events that correspond to
the training and/or customer service topic being emphasized that month.

STEP 4:

Advanced Training: Securitas has the in-house expertise to train our officers to
meet Security Benefit requirements. Topics may include supervisory programs such
as Role of the Supervisor, Managing Performance, Service Excellence and PSTN.

STEP 5:

ACT 1, 2 and 3: Securitas has developed a three part course of study known as
our Advanced Certification Training Program (ACT 1, 2 and 3), designed to
provide advanced training for each security officer. We make this course
available to all security officers at Security Benefit. We specifically
encourage our security officers to participate as an opportunity to further
their security knowledge and to prepare them for advancement both at Security
Benefit and within Securitas.

Each study course provides details of the security profession. Our security
officers voluntarily follow the course of study at their own pace, on their own
time. Booklets and study guides are provided. When the officer is ready, the
supervisor will administer a closed-book, multiple choice exam. Upon receiving a
satisfactory passing grade on the first exam (ACT 1), the security officer is
awarded a certificate and distinctive pin denoting Certified Security Officer
status.

E-11

Upon passing ACT 2, a certificate and brass nameplate are awarded. Successful
completion of ACT 3 earns the officer a certificate and a Professional Security
Officer pin.

SUPERVISOR TRAINING

Securitas has developed a certification process for supervisors. As a part of
our efforts to also prepare security officers for promotion to supervisory
positions, our officers participate in this program. Our security supervisor
certification training program consists of the following modules:

IMPLEMENTING AND
MEASURING IMPROVING
SERVICE ROLE OF THE PROCESS BUSINESS MANAGING
EXCELLENCE SUPERVISOR IMPROVEMENT PROCESSES PERFORMANCE
------------------------------------------------------------------------------------------------------------------

Quality Customer The Challenge Getting Changes to Stick What is Process Why Manage
Service is the Key Ahead Improvement? Performance?

Identifying the Transition to Customer Satisfaction Who is the Customer? Developing
Needs of Your Supervisor Performance Goals
Customers

Provide for the Delegation: A Measuring Quality and What is the Issue? Building Commitment
Needs of Your Critical Skill Customer Satisfaction
Customers

Project a Positive Build A Winning Methods of Collecting Who are the Players? Preparing for the
Attitude Team Data Performance Review

Working with Clients Making Better and Managing Customer Where to Begin? Effective
Faster Decisions Satisfaction Performance Reviews

Take the Staying Upbeat Additional Measurement Team Tips
H.E.A.T.-Put Out the Tools and Surveys
F.I.R.E.

Proactive Problem
Solving

We are committed to working closely with Security Benefit to develop a training
program, characterized by value and quality, to ensure our security officers
have the tools and information needed to perform at consistently high levels.
Our goal is to exceed your performance expectations and to further the
cost-value equation of our relationship. Thank-you for the opportunity to Share
our recruiting, hiring and training standards and programs with you.

Xxx Xxxxxxx
Branch Manager

E-12

PHYSICAL SECURITY PROCEDURES

Guidelines for minimum physical security measures to be implemented at service
locations maintained by Vendor for Services under the Agreement
("VENDOR SERVICE LOCATION(s)").

1. SCOPE

1.1. Vendor will maintain a Corporate Security Department that will manage
the security and life safety functions of the firm. The Corporate
Security Department is expected to review the security posture of
every Vendor Service Location and prepare a security plan based upon
Vendor's corporate standards and the policies detailed in this
document.

2. ADMINISTRATION/REPORTING

2.1. Security Responsibility

(a) Every Vendor service location, regardless of size, must have one
person responsible for security matters. An appropriate employee
shall be given this assignment to maintain reliability and
assurance.

2.2. Duties, Location Security Representative: (All Locations)

(a) Prepare a security plan ("SECURITY PLAN") that conforms to the
guidelines set forth in this document and in those policies set
forth by the Corporate Security Department.

(b) Ensure that fire evacuation plans and any other crisis plans
applicable to that Vendor service location, are viable and tested
as required.

(c) Maintain a file containing any material security related problems
that occur in the Vendor service location; security and safety
related issues in the building; and incidents that occur in the
city/country that relate to security/safety, of Vendor, its
personnel, and its customers.

(d) Report significant incidents to Vendor corporate security in a
timely manner. Track and report on an ongoing basis those local
incidents that denote a significant threat or that may adversely
affect Vendor and/or the Vendor Service Location.

(e) Maintain the emergency contact lists for both local contacts and
for internal Vendor notification.

2.3. Reports (All Locations)

(a) Security/safety related reports will be issued to Customer by
exception only to avoid unnecessary reporting.

E-13

(b) Reports will be necessary when a significant security/safety
related incident occurs in the Vendor service location or to the
personnel; a threat develops that could affect Vendor's
operation; a significant political event occurs or is anticipated
that may affect security; any other incident or threat that the
Vendor service location feels would assist Vendor Corporate
Security to offer assistance or guidance.

(d) Reports shared by Vendor with Customer may be redacted to exclude
confidential customer information. However, all issues that
relate to the general security/safety environment in the Vendor
service location that could reasonably be expected to affect
Customer interest should be disclosed by the Vendor.

3. CORPORATE SECURITY

3.1. Vendor Corporate Security shall maintain a central repository of
copies of Vendor service location security plans.

3.2. Vendor Corporate Security may assist any Vendor service location in
developing its security plan.

4. PHYSICAL SECURITY

4.1. Access Control

(a) The goal of a facility access control system and its procedure is
to limit access to those who have a legitimate reason for
entering and to restrict the movement of visitors and Vendor to
those parts of the facility where they have a legitimate purpose.
In some cases this restriction will apply to employees, as in the
case of limiting access to a computer/equipment room, cage area
or segregated department.

(b) It is highly recommended that Vendor service locations utilize
access control systems. All Vendor service locations that are
used to provide the Services and that do not utilize and maintain
functioning electronic access card systems must be pre-approved
by Customer.

(i) Electronic Access Cards:

(1) Can be used as an ID Card when required or desired.

(2) Creates a record of persons entering access doors at
all times.

(3) Avoids the time and cost of replacing keys, locks, etc.

(ii) Receptionist:

E-14

(1) All Vendor service locations should have a receptionist or
security officer during working hours.

(2) All Vendor service locations must have some means of
controlling access after regular business hours when the
receptionist or security officer is not present.

(A) CCTV on access points in conjunction with
electronically controlled latch.

(B) Door locked and manually opened after hours upon
presentation of ID by visitor to security officer or
other employee.

4.2. Alarms

(a) All Vendor service locations must have an intrusion alarm system that,
at a minimum, protects all perimeter openings and major data center
portals.

(b) The extent of CCTV required will be site-specific and determined on a
case by case basis. However, at a MINIMUM:

(i) Vendor service location entry points and major data center
portals shall be covered by CCTV, and

(ii) All cameras must be recorded with recorders located in a secure
area and stored for a thirty (30) -day period.

5. VISITORS

5.1. Reception Areas

(a) No Customer representative or visitor should be allowed past the
reception area unless they have been positively identified and
the person to be visited has verified the appointment.

(b) Where possible, visitors should be escorted.

(c) Access from reception areas to Vendor service location space
should be controlled by the receptionist or opened by the person
escorting. If this is not operationally viable, alarms should
alert Security Officers if a problem develops.

5.2. Security Officers

(a) Security Officers are a Vendor service location option.

(b) Vendor procedures for hiring Security Officers shall follow the
procedures substantially similar to those set forth in the
attached letter.

E-15

6. EMERGENCY PROCEDURES

6.1. Fire/Evacuation Plan

(a) All Vendor service locations must have a fire/evacuation plan and
must review it for personnel and other changes as required,
minimally once a year.

(b) Every Vendor service location must be familiar with the
building's fire/evacuation plan and how it affects Vendor. The
Vendor's plan should augment the building plan but in some
overseas Vendor service locations the building may not be
concerned about fire safety. Vendor's plan must then take this
into consideration. Vendor must conduct tests to ensure that
employees recognize the fire alarm warning system.

(c) If deficiencies are found in a building's plan or fire safety
systems, reasonable effort must be made to rectify the problems.
Vendor corporate security assistance should be requested when
necessary.

(d) All Vendor service locations must have a fire alarm and
suppression system that complies with local fire codes.

6.2. Bomb Threat Procedure

(a) All Vendor service locations must have a bomb threat response
plan that provides for a rational response to a bomb threat. The
most critical phase in the process is the assessment of the
threat and the decision to evacuate.

(b) The plan will contain sections dealing with: receipt of threat;
notification; threat evaluation; evacuation; searches; suspect
device discovery; explosion; and recovery.

6.3. Emergency Contact Lists

(a) All Vendor service locations must maintain up to date emergency
contact lists. At a minimum these lists should be updated
quarterly and should contain the following information:

A list containing the local Vendor service location personnel who
would be involved in security problems or other emergencies;

All government agencies that could lend support during an emergency;

Security vendors;

Utilities;

Repair personnel, etc.; and

E-16

A list containing all pertinent contact personnel at headquarters and
at other regional Vendor service locations.

6.4. Shredding Contract

(a) All Vendor service locations must have an appropriate shredding
policy and plan in place. The plan must disclose all companies
contracted for shredding services, the method of destruction of
confidential data, documents, and media, and if shredding is
conducted offsite, the locations where the shredding services are
conducted. This plan must be provided to Customer upon request.

E-17

ATTACHMENT A TO EXHIBIT E

BASIC EMPLOYEE BACKGROUND INVESTIGATION POLICY REQUIREMENTS

PERSONS SUBJECT TO PRE-EMPLOYMENT SCREENING SCOPE OF PRE-EMPLOYMENT SCREENING*
-----------------------------------------------------------------------------------------------------------------------------------

- Employees - VERIFICATION OF IDENTITY. Vendor will verify each employee's identity in
- Non-employee workers accordance with Federal form I-9 or using a current driver's license, a
- Consultants certified copy of the employee's birth certificate, a passport, or through means
- Temporary workers such as an original social security card, and comparison of applicant's physical
- Other persons, such as vendors, hired characteristics with information furnished by employment, education and other
or engaged by Vendor after the date of records.
this Agreement and who may provide - EMPLOYMENT HISTORY. Except as noted below, Vendor will obtain employment and
services to or for Customer. unemployment history for the past seven (7) years through contacts with previous
employers in order to obtain verification of claimed periods of employment,
including military history during the review period. Vendor will use its
commercially reasonable efforts to verify a seven (7) year employment history
record. Such efforts should at least include Vendor's documented attempts to
contact previous employers and obtain verification by telephone, letter or other
means.
- EDUCATIONAL HISTORY. Vendor will verify the highest degree obtained, regardless
of date granted. If applicant has higher education, Vendor will verify by
obtaining an official transcript from the educational institution or by
performing a verbal validity check.
- CRIMINAL HISTORY. Vendor will conduct a ten (10) year criminal conviction record
check, covering all counties of residence and employment during such ten (10)
year period. Convictions will not necessarily be a barrier to an employee being
assigned to Customer. Factors, including, but not limited to, full disclosure in
the application will be considered. Pursuant to the Violent Crime Control and
Law Enforcement Act of 1994, however, individuals who have been convicted of a
felony involving breach of trust or dishonest will be prohibited from providing
Services to Customer unless they have obtained the requisite waiver from the
appropriate insurance commission.
- FINANCIAL HISTORY. Vendor will run a credit check for each employee, and must
obtain a credit report from one of the three major credit reporting firms.
- DRUG TEST. Vendor will require that the employee is administered an industry
standard drug test from an accredited testing facility.
- U.S. DEPARTMENT OF TREASURY, OFFICE OF FOREIGN ASSET CONTROL ("OFAC"). Vendor
will complete a current (within thirty (30) days before placement) OFAC check
for each employee. Only those individuals who are not on the OFAC list will be
placed at Customer.

----------
*Applicable to all persons listed in the Persons Subject to Pre-employment
Screening column.

E-18

ATTACHMENT B TO EXHIBIT E

BACKGROUND CHECK DISQUALIFYING STANDARDS

If Vendor believes that applying any of the following Disqualifying Standards
would violate Applicable Law, including Title VII of the Civil Rights
Act of 1964, as amended, Vendor may disregard such standards to the
extent Vendor reasonably determines that apply such standards would
violate Applicable Law.

EDUCATIONAL EMPLOYMENT CRIMINAL/FINGERPRINT
MISREPRESENTATION MISREPRESENTATION CREDIT ISSUES* ISSUES DRUG SCREEN
-----------------------------------------------------------------------------------------------------------------------------------

- If educational - If employer has no - Unpaid Civil Judgments - Any felony conviction - Use of any illegal
institution has no record of employment - Unpaid Tax Liens occurring in the last substance
record of the and candidate cannot - Defaulted Student 10 years that would - Use of controlled
individual attending supply a reference or Loans make the individual substances without a
the school and the documentation proving - Unpaid Alimony subject to statutory prescription
candidate cannot employment - Unpaid Child Support disqualification as
provide supporting - If candidate lists one - Charge Off Accounts defined in Section
documentation employer for a and/or Collection 3(a)(39) and Section
- If documentation specific time frame on Accounts exceeding 15(b)(4) of the
supplied by candidate the resume and then $10,000 Securities Exchange
is proven a forgery by discloses on the Act of 1934.
the vendor application that they - Any felony conviction
- If candidate states were employed involving breach of
that they have a elsewhere during that trust or dishonesty,
degree on their resume time period no matter when
but then discloses on - If candidate lists convicted, unless the
the application that reason for termination convicted individual
they did not graduate as voluntary on the has obtained the
application and requisite waiver from
employer informs the appropriate
vendor that employee insurance commissioner
was terminated for pursuant to the
cause federal Violent Crime
- Date discrepancies of Control and Law
over one month Enforcement Act of
1994 (18 U.S.C.
Sections 1033-1034) or
the state equivalent
of such Act.
- A listing on the OFAC
list
- Any misdemeanor
conviction involving
fraud, false
statements or
omissions, wrongful
taking of property,
bribery, forgery,
counterfeiting or
extortion in the last
10 years that would
make the individual
subject to statutory
disqualification as
defined in Section
3(a)(39) and Section
15(b)(4) of the
Securities Exchange
Act of 1934.
- Any instance where the
candidate has
indicated that they do
not have any criminal
convictions but
subsequent check of
criminal records
reveals a conviction

----------
* Ignore debts discharged pursuant to bankruptcy proceedings.

E-19

EXHIBIT F

BUSINESS RESUMPTION PLAN

F-1

================================================================================

SECURITY BENEFIT CORPORATION
AND SUBSIDIARIES
SECURITY BENEFIT
SE(2)
FIRST SECURITY BENEFIT LIFE

[SECURITY BENEFIT(R) LOGO]

A GUGGENHEIM PARTNERS COMPANY
BUSINESS CONTINUITY PLAN

MASTER PLAN

INFORMATION CONTAINED IN THIS BUSINESS CONTINUITY MASTER PLAN IS THE PROPERTY OF
SECURITY BENEFIT CORPORATION AND IS DEEMED CONFIDENTIAL AND PROPRIETARY. IT
IS NOT TO BE DISCLOSED TO ANY THIRD PARTY WITHOUT THE EXPRESS WRITTEN
CONSENT OF A MEMBER OF THE EXECUTIVE MANAGEMENT TEAM OR THE CONTINUITY
MANAGEMENT PROGRAM COORDINATOR.

================================================================================

BCP PROGRAM - MASTER PLAN
SBC

FORWARD

NOTE: The various plan documents, including but not limited to the
Continuity, Disaster Recovery, Emergency Action, Crisis Communication and
Pandemic plans, that make up the Business Continuity Plan (BCP) Program are
not intended to limit or restrict initiative, judgment, or independent
action required to provide appropriate and effective disaster mitigation,
preparation, response, and recovery. At the same time, freedom of
initiative cannot be used as an excuse for failure to take necessary
coordinated action to successfully accomplish objectives.

The BCP Program components are considered to be dynamic in nature and
accordingly there will be a current version but no final version. The BCP
Program Coordinator will designate and authenticate the CURRENT VERSION and
direct the destruction of all superseded copies. The BCP Coordinator will
retain the MASTER COPY.

This program will grow through an evolutionary process that will serve to
focus the program on changing requirements, evolving capabilities, and
maturing support relationships.

Any disruption or denied access to the resources required for the continued
performance of critical and essential functions of Security Benefit Corporation
(SBC) and/or its subsidiaries will have a major negative impact on our continued
success. Thus, should a major disruption occur, it is imperative that SBC have a
BCP Program in place and an organization that can be mobilized immediately to
minimize the impact of a disruption.

SBC has operations that must be performed, or rapidly and efficiently resumed,
in an emergency. While the impact of an emergency cannot be predicted, planning
for operations under such conditions can mitigate the impact of the emergency on
our people, our facilities, and our mission.

Page 2

REVISION HISTORY

DATE VERSION DESCRIPTION AUTHOR
---------- -------- ------------------------------- ------------------

1.0 Initial BCP Program Master Plan FDI Consulting
1-23-12 2.0 Revised Program Master Plan X. Xxxxxxx, SBC
8-25-12 2.1 Semi-annual Review / Update X. Xxxxxxx, SBC

Page 3

TABLE OF CONTENTS

Forward 2

Revision History 3

Table of Contents 4

Introduction 1

Basic Information 2

Purpose 2

Applicability and Scope 3

Concept of Operations 3

Organization and Responsibilities 6

Continuity Management Guidelines 10

Continuity Strategy 10

Disaster Event Strategy 11

Mobilization and Activation 14

Reconstitution 15

Program Implementation, Maintenance and Storage 16

Implementation of the Program 16

Maintaining Program Components 17

Storage of the Plan 18

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INTRODUCTION

This BCP Program will assist SBC in ensuring the continuation of or timely
resumption of critical and essential processes and functions. This plan does not
apply to the tasks associated with disaster and emergency management activities
but rather focuses on the continuity of the operations of SBC itself. The
operational concepts reflected in this plan focus on potential events that can
disrupt critical services by the departments/business units of SBC. The
continuity plan, along with the established Emergency Action Plan and Crisis
Communication Plan, comprise a BCP Program for the Company to deal with
disasters of all types.

The plan's intent is to ensure the continued functioning of affected operations
and processes deemed critical to SBC by developing operational capabilities that
mitigate, prepare for, respond to, and recover from an emergency or disaster.
MITIGATION refers to activities that eliminate or reduce the chance of
occurrence, as well as the effects of a disaster. PREPAREDNESS is planning how
to respond to the event if an emergency or disaster occurs, and includes proper
resource allocation to respond effectively. RESPONSE involves activities and
programs designed to address the immediate and short-term effects of an
emergency or disaster. The RECOVERY phase involves restoring critical and
essential operations to normal, which can be both short and long-term. In
addition, this BCP Program will address the maintenance of the plan through
training, testing and exercises.

This plan should be considered a preparedness document, to be read and
understood BEFORE an emergency occurs. It is critical that a high level of
preparedness be achieved and maintained by SBC personnel designated as
Continuity Management Team (CMT) members.

ALL MEMBERS OF THE ORGANIZATION MUST REPORT TO A MEMBER OF MANAGEMENT IF THEY
KNOW OF AN EVENT OR SITUATION WHICH COULD RESULT IN A BUSINESS INTERRUPTION.

PERSONNEL NOT IDENTIFIED TO REPORT AT ONE OR MORE ALTERNATE RECOVERY LOCATIONS
WITHIN THE FIRST TWO TO THREE DAYS AFTER DISASTER DECLARATION ARE TO REMAIN AT
THEIR RESIDENCES UNLESS OTHERWISE NOTIFIED BY SBC LEADERSHIP. All employees not
required to report will be considered ON CALL, standby status.

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BASIC INFORMATION

PURPOSE

This BCP Master Plan (Master Plan) provides policy and guidance for SBC
personnel to ensure that critical and essential operations are continued in the
event of an emergency or threat of an emergency.

Organizations at all levels have the responsibility to plan and respond to
disasters resulting from hazards that are known to threaten their operations. In
view of this fact, the organization needs to establish a program to provide for
the overall planning and coordination of emergencies. Disasters might require
SBC to operate in a manner different from normal day-to-day routines and might
seriously over-extend their resources. This BCP Program should provide guidance
to departments during disasters. This BCP Program should also serve as an
indicator of the organization's capability; if the organization is unable to
provide adequate coverage for a particular resource or potential hazard,
alternate sources or contingency plans should be developed within budgetary
constraints.

The continuity plan annexes should work within the broader context of the
overall SBC BCP Program and will provide SBC with a framework in which the
organization can respond to and begin the recovery process during and
immediately after any event that denies access to or destroys a primary
operations facility. This plan provides operational concepts relating to the
various emergencies, identifies composition of the organization's continuity
teams and describes the overall responsibilities of these teams in responding to
any event that may disrupt normal business operations. This plan will mitigate
the effects of hazards, prepare for measures to be taken which may minimize
damage and enhance the ability of SBC to respond during an emergency. This plan
also establishes a recovery framework to continue critical and essential
business operations and return the organization to a normal or improved state of
affairs.

The Headquarters Plan and individual plan annexes notes sources of outside
support that could be called upon to assist during an emergency, e.g., vendors,
suppliers and other business partners. Despite the use throughout this plan of
the terms "shall," "will," "must," or similar terms, such terms shall not imply
the imposition of any mandatory duty; all duties to be performed pursuant to the
plan by SBC, its employees, management, and/or agents, shall be deemed to be
discretionary duties unless such duties are specifically mandated by policy,
statute or contractual agreements.

Page 2

APPLICABILITY AND SCOPE

The provisions of this BCP Program are applicable to all SBC personnel. This
plan is applicable to the full spectrum of manmade, natural, and technological
emergencies and threats. The continuity plan describes the actions that will be
taken to activate a viable continuity capability (resumption of critical and
essential functions) within 24 hours or less of an emergency event, and to
sustain that capability for up to thirty (30) days. The BCP components can be
activated during normal working and off hours, both with and without warning.

This BCP covers operations and facilities operated by SBC (reference location or
office plan document). The continuity plan supports the performance of critical
and essential functions from alternate locations (due to a primary facility
becoming unusable, for long or short periods of time), if necessary, provides
for continuity of management and decision-making at SBC, in the event that
leadership or key personnel are unavailable.

The BCP components have been distributed to leadership and key personnel within
SBC. Training has been provided to SBC personnel with identified
responsibilities.

CONCEPT OF OPERATIONS

GENERAL

Operational concepts presented in this section are applicable at all times. In
some instances, emergencies may be preceded by some sort of warning period. If
this warning is recognized in time, there can be sufficient time to warn the
staff and implement mitigation measures designed to reduce the impact of the
emergency. However, often an emergency occurs with little or no warning,
requiring immediate activation of this plan and commitment of resources. The
following general operations are to be held evident:

1. It is the responsibility of the SBC CMT to undertake comprehensive
management of emergencies to protect property and business operations
from the effects of a catastrophic event that causes a disruption to
the delivery of critical SBC services by an entire department or group
of departments. This plan is based upon the concept that the emergency
functions performed by various groups responding to an emergency will
generally parallel their normal day-to-day functions. To the extent
possible, the same personnel and material resources will be employed
in both cases.

2. The Executive Management Team, in such situations, has ultimate
decision-making authority and receives staff support and advice from
the members of the various continuity teams and their staff in the
establishment and administration of the CMT organizational structure.

Page 3

3. The Executive Management Team will have the primary responsibility for
the activities described in this BCP Program. When the emergency
exceeds SBC's capability to respond, assistance should be requested
from the local emergency responders.

4. Day-to-day functions that do not contribute directly to response
actions to an emergency may be suspended for the duration of the
emergency. The resources and efforts that would normally be required
for those functions may be diverted to the accomplishment of emergency
tasks by the organization managing the use of those resources.

5. A comprehensive BCP Program is concerned with all types of hazards
that may disrupt the delivery of critical and essential SBC services.
As shown below, it is more than an operations plan because it accounts
for activities before, during, and after the disaster.

PHASES OF MANAGEMENT

In light of the continuum of disaster possibilities, this plan will be
implemented, to the extent possible, in the following periods and phases:

NORMAL OPERATIONS PERIOD

During times of normal operations, i.e. those periods without a declared state
of emergency or the period directly following, the following phases is to be
executed on a regular basis.

MITIGATION

Mitigation activities are those that eliminate or reduce the probability of a
disaster occurring. It also includes those long-term actions that lessen the
undesirable effects of unavoidable hazards. Particular attention needs to be
paid to risk assessment findings and risk mitigation recommendations for each
department. These documents should help guide and prioritize mitigation
activities that SBC needs to undertake.

PREPAREDNESS

Preparedness actions serve to develop the response capabilities needed in the
event an emergency should arise. Planning, training, and exercises are among the
activities conducted under this phase. Feedback from these activities should be
focused on improving and maintaining the information in the following documents:

- Departmental critical and essential process and resources;

- Departmental risks;

- BCP components.

Page 4

It is highly recommended that each Department and SBC, as a whole, thoroughly
exercise and test their BCP at least annually as the business processes and
resource needs are constantly changing. It is likely that this BCP Program will
become ineffective without this level of commitment to the testing and
exercising of this plan.

STATE OF EMERGENCY PERIOD

Once a disaster declaration is made or a major disruption to processes and
functions exists, the following phases are to be invoked.

ACTIVATION AND RELOCATION

Typically, this phase covers the first few hours after the detection and
communication of an event. This phase includes the formal declaration of a
disaster. Activities that are included in the activation and relocation phase
include ensuring that personnel and property are addressed. These actions should
help to reduce casualties, damage, and speed recovery of critical and essential
functions. Critical functions should be those that were rated high or have the
shortest Recovery Time Objectives on the Critical Processes List for the
organization and are those processes that will have the greatest business impact
should a disruption occur. Response phase activities include warning,
evacuation, rescue, and similar activities. If necessary, the activation of the
organization's alternate site activities would also occur during this phase.
Checklists can be found in Appendix A in each Office or Location Plan.

RECOVERY

Activities and operations for this phase are focused upon restoring the
resources required for the organization's most critical functions and providing
the critical needs of their stakeholders. This phase is initiated by the
declaration of an "all clear" condition. The "all clear" condition indicates
that the disaster situation has ended and that all facilities within the scope
of this plan have been secured or that the organization is ready to begin making
necessary preparations required to resume critical and essential functions from
an alternate site. See individual unit recovery checklists in associated plan
annexes.

RESUMPTION

Resumption focuses on continuing to restore the operations to its normal, or
improved, state of affairs. This phase is generally initiated by a meeting
called by the leader of the affected organization(s) once a determination has
been made that all vital operational services have been restored. Examples of
resumption actions include continued execution of critical and essential
services, restoration of important and non-vital services, assisting with
salvage and reclamation

Page 5

activities in damaged areas, and support of reconstitution activity and
strategies. The resumption period offers an opportune time to institute
mitigation measures, particularly those related to the recent disaster. See
individual resumption checklists in associated plan annexes.

ORGANIZATION AND RESPONSIBILITIES

GENERAL

The corporate Chief Financial Officer (CFO) / Chief Risk Officer (CRO) and Chief
Executive Officer, se(2) serve as Incident Commanders. They are responsible for
ensuring that all business units participate in implementing BCP requirements.

The Business Continuity / Disaster Recovery Planning Steering Committee is
responsible for advising on the policy, planning, and testing of the BCP and
Disaster Recovery programs.

The BCP Coordinator is responsible to the CFO/CRO for the implementation,
coordination, management, and maintenance of the Company-wide BCP. The Disaster
Recovery Plan Coordinator reports to the Chief Information Security Officer and
works directly with the BCP Coordinator. The DRP Coordinator has responsibility
for prioritizing application recoverability, overseeing documentation for
applications, and developing failover and recovery processes.

Business unit officers and managers are responsible for ensuring the
development, implementation, and maintenance of BCPs for their responsible
areas. Most of the departments within SBC have disaster preparedness functions
in addition to their normal duties. Consequently, each department is responsible
for working with the BCP Coordinator to develop and maintain its own disaster
preparedness procedures to fulfill these responsibilities.

CONTINUITY EXECUTIVE TEAM

The organization will identify executive management members to serve as the
Continuity Executive Team. The Continuity Executive Team responsibilities
include:

1. Pre-Disaster Responsibilities

a. Be knowledgeable and supportive of the business continuity
plan;

b. Be knowledgeable of the procedure for declaring a disaster,
including the authorization to declare;

c. Be knowledgeable of procedures for internal and external
communications;

d. Insure appropriate risk management and insurance programs
are in place and kept current.

2. Disaster Responsibilities

a. Make the disaster declaration decision;

Page 6

b. Notify affected Department heads to begin mobilization
(activation of Department annexes);

c. Provide executive decisions for recovery efforts, as
required;

d. Begin preparation for news releases for media, website
publication, public and other stakeholders. Communicate with
external entities (i.e. crisis communications with media,
regulatory agencies, insurance providers, etc.).

3. Post-Disaster Responsibilities

a. Communicate with external entities (i.e. crisis
communications with media, customers, stakeholders,
regulatory agencies, insurance providers, etc.);

b. Assess overall performance of business during and after the
recovery process;

c. Review CMT's assessment of the overall effectiveness of the
disaster recovery effort.

CONTINUITY MANAGEMENT TEAM

The organization will appoint a CMT. The management team responsibilities
include:

1. Pre-Disaster Responsibilities

a. Be knowledgeable and supportive of the business continuity
plan;

b. Be knowledgeable of the procedure for declaring a disaster,
including the authorization to declare;

c. Be knowledgeable of procedures for internal and external
communications;

d. Insure appropriate risk management and insurance programs
are in place and kept current.

e. Review and approve results of periodic plan review and
revisions;

f. Be knowledgeable of procedure for invoking the Incident
Command Center.

2. Disaster Responsibilities

a. Establish Incident Command Center with communications;

b. Provide for well-being of affected personnel;

c. Provide management level decisions for recovery efforts, as
required;

d. Coordinate all communications with the Continuity Executive
Team's Communications Team (i.e., media, customers, etc.);

e. Provide overall leadership for the various Continuity Teams;

f. Ensure teams are carrying out their respective
responsibilities;

Page 7

g. Notify the alternate recovery site personnel of disaster
situation;

h. Provide or coordinate transportation to the alternate
recovery site for people, equipment, information, and
supplies;

i. Arrange travel and lodging (If required), medical services,
etc. at the alternate recovery site;

j. Arrange for personal expense reimbursement for all
locations;

k. Arrange for unusual expenses and subsequent payment of
invoices;

l. Verify hours worked and permit sufficient time off;

m. Notify insurance carriers, bankers, and key
vendors/suppliers.

3. Post-Disaster Responsibilities

a. Assess the overall performance of the business during and
after the recovery process;

b. Assess the overall effectiveness of the business continuity
plan;

c. Assess the overall effectiveness of the continuity strategy;

d. Assess the overall effectiveness of the restoration efforts.

IMPACT ASSESSMENT TEAM

The organization will appoint an Impact Assessment Team (assessment team). The
assessment team responsibilities include:

1. Pre-Disaster Responsibilities

a. Knowledge of site configuration and equipment physical planning
requirements;

b. Assist with risk assessment and mitigation activities,
recommendations and implementations.

2. Disaster Responsibilities

a. Determine the extent of damage to technology infrastructure (e.g.
power, HVAC), and the data center/computer room equipment (e.g.

i. Make denied access and timeframe determination and
report to management team;

ii. Coordinate reclamation and salvage activities;

iii. Provide ongoing status of outage and salvage activities
to the management team.

3. Post-Disaster Responsibilities

Page 8

a. Make recommendations to the CMT of any changes to the plan
content or risk mitigation opportunities.

DEPARTMENT CONTINUITY TEAMS

Each department or business unit will appoint a Department Continuity Team (unit
team). Each unit team responsibilities include:

1. Pre-Disaster Responsibilities

a. Contribute to maintenance of plan by providing updates to key
lists containing processes, software/applications, information
(documents, records, files), equipment, minimum operating
requirements and contact lists;

b. Assure awareness of plan contents and procedures;

c. Participate in plan exercises.

2. Disaster Responsibilities

a. Assist management team with personnel and visitor accountability;

b. Provide leadership and primary point of contact for unit recovery
efforts;

c. Provide status updates to management team;

d. Set up and establish alternate recovery site;

e. Manage recovery personnel and shifts;

f. Coordinate with key clients, suppliers and vendors during
recovery;

g. Coordinate with Technology regarding availability of critical and
essential applications, software, and data;

h. Validate recovery of vital records (documents, records and
files);

i. Assist other unit teams with recovery efforts, as required;

j. Maintain process for return to the permanent site.

3. Post-Disaster Responsibilities

a. Provide updates for minimum operating requirements to management
team;

b. Update recovery and resumption sequences, as required;

c. Access the overall effectiveness of the departmental recovery;

d. Make recommendations (suggested changes) to the management team.

Page 9

CONTINUITY MANAGEMENT GUIDELINES

The Crisis Management/Executive, Continuity Management, Impact Assessment and
Departmental Continuity Teams are responsible for the planning and response to
disasters resulting from known hazards that threaten the organization.

Every organization, public or private, in the world has its good days. The days
when everything goes according to plan, the days when all the operations are
running smoothly and the business is operating as usual. Nevertheless, what
happens when things go wrong? We are urged to think positively and not to
consider failure.

This BCP Program is a cornerstone to good business practice, embracing risk,
security, and insurance, legal, operational, and safety issues. A solid plan
recognizes the risk of disasters and ensures that critical and essential
operations are restored quickly and accurately following a disruption to
operations.

The key to recovery is, of course, time. Following a disaster, recovery must
take place in the shortest possible time to mitigate losses to an optimum level.
Without a solid, updated plan, it would take days, weeks or even months to
recover from an event.

CONTINUITY STRATEGY

When an event occurs that interrupts operations, the management team will review
the situation and determine whether to recommend the declaration of a disaster.
If necessary, immediate response steps will be initiated prior to a formal
disaster declaration. The ultimate decision whether to declare a disaster and
affect a recovery is owned by the management team. Once a disaster declaration
has occurred from the management team, specified critical functions will be
relocated to the designated recovery site(s).

Page 10

DISASTER EVENT STRATEGY

The extent of implementation and the actions that should be taken should an
unscheduled event occur are the actions outlined below based upon the severity
level of the event, also defined below. The flowchart on the next page depicts
five stages or actions in responding to a possible disaster.

- ACTION 1 - Event occurrence and detection;

- ACTION 2 - Assess the severity of the damage;

- ACTION 3 - Determine the severity level and declare;

- ACTION 4 - Mobilization and activation of teams and annexes;

- ACTION 5 - Conduct recovery and resumption activities.

SEVERITY LEVELS

Determining the appropriate severity level of an event is critical to making
timely and accurate decisions regarding the type of response that is required.
Following is a brief description of Severity Levels:

- SEVERITY 1 - large-scale regional type event resulting in denied
access to the facility for an extended period with limited access to
human resources. This level would require focus upon absolute critical
processes and resources for highest priority departments. This level
WOULD require activation of and relocation to alternate site(s).

- SEVERITY 2 - localized event resulting in denied access to the
facility for an extended period, however majority of workforce is
available to report, as needed. This level WOULD require activation of
and relocation to alternate site(s) with implementation of full
complement of departmental annexes.

- SEVERITY 3 - facility event resulting in partial or short term (less
than 48 hours) denied access to the facility. Majority of workforce is
available to report, as needed. This level would require activation of
all or part of the departmental annexes; however, mobilization to an
alternate site is not required.

Page 13 provides some examples of possible disasters, severity levels, and
company responses. Keep in mind that these are provided as examples and not
meant to be an all-inclusive list nor are the severity levels finite, but will
be determined by the occurrence at the time of the event.

Page 11

DISASTER EVENT STRATEGY DIAGRAM
[GRAPHIC]

----------
(1) See explanatory paragraph on page 11 under description of severity levels.

Page 12

EMERGENCY LEVEL(1) SCENARIO COMPANY RESPONSE
------------------ ---------------------------------------- --------------------------------

SEVERITY 1 - - Tornado - Check for injuries
- Severe Weather - Apply first aid
- Stabilize area if safe
- Notify authorities
- Do damage assessment
- Invoke BCP
- Evacuate as required
- Fire - Alert co-workers
- Pull fire alarm
- Contact Corporate Security
- Evacuate as required
- Stabilize area only if safe
- Invoke BCP
SEVERITY 2 - - Flood - Alert co-workers
- Notify supervisor
- Call Corporate Security
- Protect/cover equipment
- Invoke BCP
- Biological Warfare - Notify Supervisor
- Virus Outbreak - Stabilize area if safe
- Pull fire alarm
- Contact Corporate Security
- Evacuate as required
- Invoke BCP
- Bomb Threat/Suspicious Item - Notify Corporate Security
- Terrorist Attack - Notify Supervisor
- Evacuate as required
SEVERITY 3 - - Equipment Alarm - Check Equipment
- Network outage - Document event
- Power Failure - Invoke BCP if needed
- Utility Outage - Contact Corporate Security
- Invoke BCP
- Civil disturbance - Notify Corporate Security
- Violent Employee Situation
- Cyber Hacking - Call IT Help Desk
- Invoke BCP

Page 13

MOBILIZATION AND ACTIVATION

At this point in the event timeline:

- The event affecting one of the operating facilities has been detected
and reported to a member of the Executive Management Team;

- The Continuity Management Team has convened a meeting at the
established Incident Command location, assessed the situation (see
Impact Assessment Team responsibilities) and determined the severity
level;

- The Continuity Management Team has further determined the appropriate
level of recovery response and communicated status of event to the
affected departments;

- Mobilization of support and recovery teams has occurred, and available
personnel resources have been brought in to assist with recovery.

Business continuity is an essential function of organizational resiliency and is
vital during an emergency/disaster situation. Business continuity is the
preservation, maintenance, or reconstitution of the organization's ability to
deliver the services from its critical processes to its employees and
stakeholders.

Within the context of this plan, the concept of business continuity is comprised
of nine key elements:

1. Recovery Sequences/checklists (what);

2. Department Continuity Teams with Succession of Leadership (who);

3. Alternate Recovery Site (where);

4. Minimum Operating Requirements (people and equipment requirements over
time);

5. Key External Contacts.

6. Required Equipment;

7. Required Vital Records;

8. Required Computer Programs (Software and/or Applications);

9. Prioritized list of Processes and/or Functions to be resumed;

The major goals of these elements are to insure clarity of communicating:

- Guidelines for response, recovery and resumption of critical and
essential operations;

- Who coordinates and who should participate in recovery activities;

- Where will each organization resume operations;

- What vital information, equipment and technology needs to be
recovered;

Page 14

- External entities that need to be contacted about the emergency and
alternate operations.

These nine elements specific to each department or business unit are presented
in the business continuity plan annexes.

RECONSTITUTION

At this point in the event timeline:

- Decision was made to relocate some or all operations to permanent
facilities;

- Operations have been restored, at least minimally for critical and
essential operations, at the recovery facility;

- A permanent data center location has been determined and a decision
made to relocate the production IT operations.

One of the goals of the continuity plan is to provide for beginning of recovery
and resumption of critical and essential operations within twelve (12) hours and
sustain these operations for up to thirty (30) days at an alternate site.
However, during the thirty (30) day period, decisions must be considered for
returning operations back to permanent facilities. After recovery and resumption
of critical and essential operations has completed, relocation of recovered
operations into permanent facilities is required. The management team, in
conjunction with the assessment team, will determine the schedule for relocation
of operations once the permanent facilities are ready for operations.

The Reconstitution Checklist Appendix (can be found in the Site Plan Appendices)
outlines the steps required for return to normal operations at the permanent
site.

Page 15

PROGRAM IMPLEMENTATION, MAINTENANCE AND STORAGE

IMPLEMENTATION OF THE PROGRAM

TRAINING

The training of personnel is essential to improving the capability of staff to
execute their duties within the business continuity plan program and familiarize
themselves with the essential functions that they might have to perform in an
emergency. The continued viability of a business continuity plan is largely
dependent on the training of its personnel and the evaluation of the results of
the training programs. Major topics to be considered that will identify the
issues and resources to implement an effective BCP education program include:

- Orientation/Initial training programs;

- Enrichment courses/refresher classes;

- Frequency and methods;

- Funding requirements.

EXERCISES

When conducting an exercise, ensure that others are available to assist in
preparing and running the exercise. This is critical from the viewpoint of
monitoring the events and ensuring that participants don't get too far off
track. It is important that participants be allowed to improvise and respond to
events in any manner, which will reach the objective.

Strengths and weaknesses will be identified, and corrective action incorporated
into the appropriate plan(s).

To maximize the capabilities of potential responders, all departments are
encouraged to participate in the planning, implementation, and critique of the
exercises that test their aspects of the BCP.

Contractual agreements and many regulatory actions, or similar documents,
mandate an emergency preparedness capability. The capability will ensure a
decisive and effective response to any major emergency or threat.

The National Exercise Program provides a very good guide for concepts and
actions for exercising the BCP to ensure the preparedness capability. The goals
of this program are to:

- Improve the capability of organizations and individuals to execute and
evaluate their emergency management operational responsibilities;

- Familiarize personnel with the issues encountered during a major
emergency or threat;

- Validate plans, policies, procedures and systems;

- Identify deficient plans (Corrective Action Program or CAP), policies,
and procedures as well as systems for subsequent correction.

Page 16

It is essential that a test and exercise program be developed and implemented to
ensure the integrity of the continuity management program components. It is the
responsibility of the management team, in conjunction with the BCP/DR Steering
Committee, to establish an exercise schedule and determine the reporting
requirements of the after action reports.

Major issues to consider within the testing and exercise program plan include:

- Purpose of exercising program components;

- Types of exercises;

- Managing the process;

- Annual exercise and target participation schedule;

- After action reporting;

- A management plan for incorporating lessons learned from exercise
events into the appropriate plan documents;

- Funding requirements.

MAINTAINING PROGRAM COMPONENTS

All business units will review and update their BCP annexes semi-annually or
more often if major relevant changes occur. All major updates should be
incorporated into BCP annexes as soon as possible, with notification to the BCP
Coordinator.

It is the responsibility of the management team to see that program components
and plans are reviewed on a regularly scheduled basis and updated as necessary.
Updates include but are not limited to:

- personnel and team assignments;

- contact lists;

- vital information and records;

- alternate recovery sites and requirements;

- recovery sequences.

It is the responsibility of the management team to keep the content of program
documentation current. The individual sections relating to specific departments
or business units may be delegated by the management team to the respective
support teams.

All updates to the various plans must be reviewed and approved. Revision to
the Master Plan will be evidenced by the information noted on the Revision
History page near the beginning of this BCP master plan document. The
reporting of the status and progress of business continuity planning is key
to an effective BCP Program. The BCP Coordinator will report the status and

Page 17

progress of the BCP Program to the CFO/CRO and BCP/DR Steering Committee
every six (6) months and after each Company-wide BCP test.

STORAGE OF THE PLAN

The BCP Coordinator will provide printed copies of plan documents to SBC
management team members and team leaders with responsibility for an annex plan.
A hard copy and electronic copy are also to be maintained in a secure, off site
location for central reference if needed.

Only these copies will be distributed as "official" copies. Any individual
subsequent updates are the responsibility of the respective holders to keep
current between formally scheduled updates and distribution of plan documents.

Page 18

EXHIBIT G

OFFSHORE ADMINISTRATION SERVICES

Services to be performed by OFFSHORE ADMINISTRATOR.

The parties agree that the OFFSHORE ADMINISTRATOR shall not provide services
involving direct telephone interactions with contract or policy holders; all
such services will be performed by ADMINISTRATOR's domestic call center. In
addition, all mail, premium deposits, claims and underwriting will be handled by
the domestic ADMINISTRATOR. Services to be performed by the OFFSHORE
ADMINISTRATOR may include:

1. PREMIUM AND LOAN REPAYMENTS.

(a) OFFSHORE ADMINISTRATOR may update the Contract owner master records and
all other records to reflect payments received and refunded.

(b) OFFSHORE ADMINISTRATOR may audit premium payments with respect to the
Contracts to ensure the accuracy and acceptability of such payments. Life
insurance premiums exceeding guideline premium limits under the Code shall
be timely refunded to policyholders, along with any required interest, as
required by Section 7702(f)(1)(B) of the Code.

2. POLICYHOLDER SERVICES.

(a) OFFSHORE ADMINISTRATOR may provide general policyholder services with
respect to the Contracts, including, but not limited to, the following, but
excluding any such services if, or to the extent that, licensing as a
broker-dealer is required to perform them:

(i) responding to inquiries, including inquiries regarding the scope
and amounts of coverage or benefits provided under the Contracts;

(ii) supplying claimants, policyholders, annuitants, beneficiaries,
and insureds with appropriate instructions and forms for reporting
claims and for submitting relevant information;

(iii) processing and recording changes in the Contracts (including (i)
changes of ownership, beneficiary, amount of insurance, and options
under the Contracts, and (ii) changes in name, address and other data
related to the policyholders and insureds under the Contracts),
reissuances, and all financial transactions (E.G., transfer requests
from one sub account to another), in all cases within time intervals
necessary to meet SEC, NASD, and other applicable legal and regulatory
requirements;

(iv) processing policy loans and surrenders;

(v) complying with written guidelines furnished by COMMONWEALTH with
respect to replacements and exchange requests; and

G-1

(vi) responding to inquires received (whether by, electronic
transmission, facsimile, mail or otherwise) from insureds,
policyholders, beneficiaries and annuitants or their authorized agents
or representatives in accordance with the Applicable Law and industry
standards (including adjustments incident to changes in Applicable Law
or industry standards).

(b) OFFSHORE ADMINISTRATOR may calculate and assess (on a daily basis) the
mortality and expense risk charges and administrative charges, and (on a
monthly basis) cost of insurance, in accordance with the provisions of the
Contracts, and the prospectus and the statement of additional information
disclosure.

(c) OFFSHORE ADMINISTRATOR may obtain (on a daily basis) the net asset
value and compute the accumulation unit value of each subaccount of the
separate accounts that is a funding option for the Contracts in accordance
with the provisions of the Contracts, the prospectus and the statement of
additional information disclosure on any day when such calculation is
required by the Investment Company Act of 1940.

(d) OFFSHORE ADMINISTRATOR may calculate for COMMONWEALTH, in the manner
required by SEC regulations, the performance returns for the Contracts on a
monthly, quarterly, and annual basis as required by SEC regulations.

G-2

EXHIBIT H

KEY PERSONNEL

Executive Relationship Management
Client Relationship Management
Operations Implementation Manager
Systems Implementation Manager
Project Manager

H-1

EXHIBIT I

SERVICE CENTERS

SE2
0000 XX Xxxxx Xxxxxx
Xxxxxx, Xxxxxx 00000
000-000-0000

SE2
000 XX 0xx Xxxxxx
Xxxxxx XX 00000-0000

NTT Data Process Services, LLC
6th Floor
Unitech Trade Center, Sector - 43
Sushant Lok Phase I
Xxxxxxx - 000 000, Xxxxx
x00-000-000-0000

I-1

EXHIBIT J
OTHER STATE TPA REQUIREMENTS

This Exhibit J shall apply only if, to the extent, and for so long as
ADMINISTRATOR or its successor is subject to State insurance laws applicable to
Third Party Administrators.

DEFINITIONS

In addition to those terms defined in the Master Services Agreement
("Agreement") of which this EXHIBIT J is a part and those terms defined in the
Agreement, as used in this EXHIBIT J:

"Administrator" refers to se(2), inc. and shall apply only if, to the extent,
and for so long as such entity or its successor is subject to state insurance
laws applicable to third party administrators.

"Customer" refers to the insurance company for whom Administrator will perform
TPA Services.

"Operating Guidelines" refers to the detailed description of how Customer's
business is to be administered by Administrator in accordance with the
Agreement, as that detailed description is to be confirmed in writing by
Customer as complying with applicable laws.

GENERAL

CONTINUING CUSTOMER RESPONSIBILITIES

1. CONTINUING INSURER RESPONSIBILITIES. Customer shall be responsible for
determining the benefits, premium rates, underwriting criteria and claims
payment procedures applicable to the coverage and for securing reinsurance,
if any. As to the administration of coverage insured by Customer, Customer,
and not Administrator, shall be responsible for determining the benefits,
rates, underwriting criteria, and claims payment procedures applicable to
such coverage and for securing reinsurance, if any. As applicable for the
services provided by Administrator, the rules pertaining to these matters
shall be provided, in writing, by Customer to Administrator. The
responsibilities of Administrator as to any of these matters shall be set
forward in the Operating Guidelines. REQUIRED IN WHOLE OR IN PART BY: FLA.
STAT. CH. 626.8817; GA. ADMIN. CODE SECTION 129-2-49-.12(2); LA. REV. STAT.
XXX. 22 SECTION 3036; MISS. CODE XXX. SECTION 83-18-13; MO. REV. STAT.
SECTION 376.1084; NEB. REV. STAT. SECTION 44-5807; N.H. REV. STAT. XXX.
SECTION 402-H:6; N.H.A.D.C. INS. 2301.15; 13 N.M.A.C.4.5.22; N.C. GEN.
STAT. SECTION 58-56-26; OR. REV. STAT. SECTION 744.740; S.D. CODIFIED XXXX
XXX. SECTION 58-29D-13.

2. CONTINUING INSURER RESPONSIBILITIES. The Operating Guidelines shall make
provision with respect to the underwriting or other standards pertaining to
the business underwritten by Customer, as well as with respect to the other
functions Administrator is to perform, including for which lines, classes,
and types of coverage Administrator shall perform such functions. REQUIRED
BY ARIZ. REV. STAT. XXX. SECTION 20-485.05; CAL. INS. CODE SECTION 1759.5;
FLA. STAT. CH. 626.882(2)(b); GA. COMP. R. & REGS. r. 120-2-49-.12; IDAHO
CODE SECTION 41-906: IND. CODE SECTION 27-1-25-2; IOWA CODE SECTION 510.16;
KAN. STAT. XXX. SECTION 40-3803; LA. REV. STAT. XXX. 22 SECTION 3032; MISS.
CODE XXX. SECTION 83-18-5; MO. REV. STAT. SECTION 376.1077; MONT. CODE XXX.
SECTION 33.17-602; NEB. REV. STAT. SECTION 44-5803; NEV. REV. STAT. SECTION
683A.0867; N.H. REV. STAT. XXX. SECTION 402-H:2; N.M. REV. STAT. XXX.
SECTION 59A-12A-8; N.C. GEN. STAT. SECTION 58-56-6; N.D. CENT. CODE SECTION
26.1-27-06; OKLA. STAT. TIT. 36 SECTION 1444; OR. REV. STAT. SECTION
744.720(3)(b); S.C. CODE XXX. SECTION 38-51-80; S.D. CODIFIED XXXX XXX.
SECTION 58-29D-5; TENN. CODE XXX. SECTION 56-6-402(c); TEX. INS. CODE

J-1

XXX. ART 21.07-6 SECTION 16; UTAH CODE XXX. SECTION 31A-25-303; WYOMING
INSURANCE REGULATIONS, CHAPTER IV, SECTION 8

3. CONTINUING INSURER RESPONSIBILITIES.

3.1. It is the sole responsibility of Customer to provide for competent
administration of its programs.

3.2. In cases where Administrator administers benefits for more than one
hundred (100) certificate holders on behalf of Customer, Customer
shall, at least semiannually, conduct a review of the operations of
Administrator. At least one such review shall be an on-site audit of
the operations of the Administrator.

REQUIRED BY GA. ADMIN. CODE SECTION 129-2-49-.12(2); KAN. STAT. XXX.
SECTION 40-3803; LA. REV. STAT. XXX. 22 SECTION 3036; MISS. CODE XXX.
SECTION 83-18-13; MO. REV. STAT. SECTION 376.1084; NEB. REV. STAT.
SECTION 44-5807; N.H. REV. STAT. XXX. SECTION 402-H:6; N.H.A.D.C. INS.
2301.15; 13 N.M.A.C.4.5.22; N.C. GEN. STAT. SECTION 58-56-26; OR. REV.
STAT. SECTION 744.740; S.D. CODIFIED XXXX XXX. SECTION 58-29D-13.

APPROVAL OF MATERIALS

4. ADVERTISING AND OTHER MATERIALS SENT TO POLICYHOLDERS.

4.1. Administrator may use only those advertising materials pertaining to
the policies underwritten by Customer as have been approved in writing
by Customer in advance of their use.

4.2. Any policies, certificates, booklets, termination notices, or other
written communications delivered by Customer to Administrator for
delivery to policyholders shall be delivered by Administrator promptly
after receipt of instructions from Customer to deliver them.

RECEIPTS, PAYMENTS, ACCOUNTS AND COMPENSATION

5. EFFECT OF ADMINISTRATOR'S RECEIPT OF PAYMENTS. The payment to Administrator
of any premiums or charges for insurance or annuity contributions or
investments by or on behalf of a policyholder shall be deemed to have been
received by a Customer Designee with respect to such policyholder, and the
payment of return premium, other consideration, claims or other contract
payments or other amounts by Customer to Administrator shall not be deemed
payment to the policyholder or claimant until such payments are received by
such policyholder or claimant.

6. PREMIUM COLLECTION AND PAYMENT OF CLAIMS. All insurance charges or premiums
collected by Administrator on behalf of or for Customer, and the return of
premiums received from Customer, shall be held by Administrator in a
fiduciary capacity. In the event Customer for any reason requests
Administrator to establish, and Administrator agrees to and does establish,
a fiduciary deposit bank account for Customer on behalf of a Customer, such
account shall be exclusive to Customer. Administrator shall withdraw funds
from such account only for the purposes stated below. If charges or
premiums so deposited have been collected on behalf of or for more than one
(1) insurer, Administrator shall maintain records clearly recording the
deposits in and withdrawals from such account on behalf of or for each
insurer. Administrator shall keep copies of all such records and, upon
request of an insurer, shall furnish such insurer with copies of such
records pertaining to deposits and withdrawals on behalf of or for such
insurer. Administrator shall not pay any claim by withdrawals from such
account. Administrator shall withdraw funds

J-2

from such account only for the following purposes: (1) remittance to
Customer of funds to which Customer is entitled; (2) deposit in an account
maintained in the name of Customer on behalf of a Customer Designee; (3)
transfer to and deposit in a claims paying account with claims to be paid
as required or permitted under Applicable Law and Agreement; (4) payment to
a group policyholder for remittance to the insurer entitled to the funds;
or (5) remittance of return premiums to the persons entitled to the funds.

7. FORM OF PAYMENTS. All claims, disbursements, or payments paid by
Administrator on behalf of a Customer shall be paid only on checks, drafts
or, if permitted by law, wire transfers of and as authorized by Customer,
including as specified in the Operating Guidelines approved by Customer.

8. CONTINGENT FEES. Administrator's compensation hereunder shall not be
contingent upon savings obtained in the adjustment, settlement and payment
of losses covered by the insurer's obligations. The foregoing shall not
preclude compensation based on premiums or charges collected or the number
of claims paid or processed. REQUIRED BY ALASKA STAT. SECTION
21.27.650(A)(5)(k); ARIZ. REV. STAT. XXX. SECTION 20-485.09; CAL. INS. CODE
SECTION 1759.8; FLA. STAT. CH. 626.888; GA. COMP. R. & REGS. r.
120-2-49-.10; IDAHO CODE SECTION 41-910: IOWA CODE SECTION 510.19; KAN.
STAT. XXX. SECTION 40-3808; KY. REV. STAT. XXX. SECTION 304.9-376; LA. REV.
STAT. XXX. 22 SECTION 3038; MAINE REV. STAT. XXX. TIT. 24-A SECTION 1906;
MISS. CODE XXX. SECTION 83-18-17; MO. REV. STAT. SECTION 376.1087; MONT.
CODE XXX. SECTION 33.17-617; NEB. REV. STAT. SECTION 44-5809; NEV. REV.
STAT. SECTION 683A.0883; N.H. REV. STAT. XXX. SECTION 402-H:8; N.M. REV.
STAT. XXX. SECTION 59A-12A-11; N.C. GEN. STAT. SECTION 58-56-36; N.D. CENT.
CODE SECTION 26.1-27-11; OKLA. STAT. TIT. 36 SECTION 1447; OR. REV. STAT.
SECTION 744.732; S.C. CODE XXX. SECTION 00-00-000; TENN. CODE XXX. SECTION
56-6-408; UTAH CODE XXX. SECTION 31A-25-401; W. VA. CODE SECTION 33-46-9;
WYOMING INSURANCE REGULATIONS, CHAPTER IV, SECTION 11.

BOOKS, RECORDS AND REPORTING

9. COOPERATION WITH REGULATORY AUTHORITIES. Whenever reasonably required by a
governmental authority, Administrator's officers shall be made available to
the governmental authority to provide information concerning
Administrator's affairs.

10. ADDITIONAL AUDIT REQUIREMENTS. To the extent required by Applicable Law, if
Administrator provides administrative services on behalf of Customer with
respect to more than one hundred (100) covered individuals who are resident
in a state that so requires, then Customer shall review the operations of
Administrator not less than semi-annually. At least one such review shall
be conducted onsite annually.

11. RECORDS OF RECEIPTS. Administrator shall maintain a cash receipts register
of all premiums or contributions or investments received. The minimum
detail required in the register shall be date received and deposited, the
mode of payment, the policy number, name of policyholder, individual
premium or other consideration, other contributions or investment amounts,
and agent or other selling representative.

12. RECORDS OF DISBURSEMENTS. The description of a disbursement shall be in
sufficient detail to identify the source document substantiating the
purpose of the disbursement, and shall include all of the following: (1)
the check number; (2) the date of disbursement; (3) the Person to whom the
disbursement was made; (4) the amount disbursed; and (5) ledger account
number. If the amount disbursed does not agree with the amount billed or
authorized, Administrator shall prepare a written record as to the
discrepancy.

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13. MONTHLY ACCOUNTING. Administrator shall render accounts to Customer
detailing all policy-related transactions and remit all money due to
Customer under the Agreement at least monthly. Administrator will
periodically render an accounting to Customer detailing all transactions
performed by Administrator pertaining to the business relating to the
Agreement. Administrator shall prepare and maintain monthly financial
institution account reconciliations as part of the policyholder accounting
books and records.

14. RECORDKEEPING REQUIREMENTS. Required in whole or in part by: ARIZ. REV.
STAT. XXX. SECTION 20-485.03; CAL. INS. CODE SECTION 1759.3(a); FLA. STAT.
CH. 626.884(1); GA. COMP. R. & REGS. r. 120-2-49-.05; IDAHO CODE SECTION
41-904(1)(REQUIRING RETENTION FOR 6 YEARS): IND. CODE SECTION 27-1-25-4(a);
IOWA CODE SECTION 510.14; KAN. STAT. XXX. SECTION 40-3805; KY. REV. STAT.
XXX. SECTION 304.9-373; LA. REV. STAT. XXX. 22 SECTION 3034; MAINE REV.
XXX. TIT. 24-A, SECTION 1906 (REQUIRING RETENTION FOR 7 YEARS); MD. CODE
XXX. [INS.] SECTION 687(REQUIRING RETENTION FOR 3 YEARS); MISS. CODE XXX.
SECTION 83-18-9; MO. REV. STAT. SECTION 376.1082; NEB. REV. STAT. SECTION
44-5805; NEV. REV. STAT. SECTION 683A.0873; N.H. REV. STAT. XXX. SECTION
402-H:4; N.M. STAT. XXX. SECTION 59A-12A-6; N.C. GEN. STAT. SECTION
58-56-16; N.D. CENT. CODE SECTION 26.1-27-12; OR. REV. STAT. SECTION 7
44.724(1); S.C. CODE XXX. SECTION 38-51-60; S.D. CODIFIED XXXX XXX. SECTION
58-29D-8 TENN. CODE XXX. SECTION 56-6-404; TEX. INS. CODE XXX. ART 21.07-6
SECTION 14; UTAH CODE XXX. SECTION 31A-25-302; WYOMING INSURANCE
REGULATIONS, CHAPTER IV, SECTION 6 (REQUIRING RETENTION FOR 3 YEARS).

14.1. Administrator shall maintain at its principal administrative
office, for the duration of the Agreement and five (5) years
thereafter, adequate books and records of all transactions
between Administrator, Customer and insured persons. Such books
and records shall be maintained in accordance with prudent
standards of insurance record keeping. The commissioner shall
have access to such books and records for the purpose of
examination, audit and inspection.

14.2. Any trade secrets contained therein, including, but not limited
to, the identity and addresses of policyholders and certificate
holders, shall be confidential, except the commissioner may use
such information in any proceedings instituted against
Administrator.

14.3. Customer shall retain the right to continuing access to such
books and records of Administrator sufficient to permit Customer
to fulfill all of its contractual obligations to insured persons,
subject to any restrictions in the Agreement between Customer and
Administrator concerning the proprietary rights of the parties in
such books and records.

14.4. Administrator may transfer the books and records of transactions
between Administrator and Customer with which Administrator has
entered into a written agreement to a new administrator if: (A)
the agreement between Administrator and Customer is canceled; and
(B) a written agreement for a transfer of the books and records
is made between Administrator and Customer. If the books and
records are transferred to a new administrator, the new
administrator shall acknowledge in writing that the new
administrator is responsible for retaining the books and records
of the prior administrator as required under subsection 14.1
above.

NOTICES AND DISCLOSURES

15. NOTICE TO REGULATORY AUTHORITIES. To the extent required by Applicable Law,
Administrator shall immediately notify a governmental authority of a
material change in the ownership or control of Administrator or another
fact or circumstance that affects Administrator's qualification for
licensure as an insurance administrator.

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16. NOTICES TO POLICYHOLDERS.

16.1. Administrator shall provide written notice, which must first be
approved by Customer, to policyholders advising them of the
relationship among Administrator, the policyholder, and Customer.

When Administrator collects funds, Administrator shall identify
and state separately in writing, to Customer any charge or
premium for coverage, the amount of any such charge or premium
specified by a person other than Customer for such coverage and
any fees or commissions paid by any person other than Customer
providing reinsurance. REQUIRED BY ARIZ. REV. STAT. XXX. SECTION
20-485.11; CALIF. INS. CODE SECTION 1759.9; FLA. STAT. CH.
626.885(2); GA. COMP. R. & REGS. r. 120-2-49-.15(1); IDAHO CODE
SECTION 41-912(2): IND. CODE SECTION 27-1-25-10(b); IOWA CODE
SECTION 510.20; KAN. STAT. XXX. SECTION 40-3809; KY. REV. STAT.
XXX. SECTION 304.9-377; LA. REV. STAT. XXX. 22 SECTION 3039;
MISS. CODE XXX. SECTION 83-18-19(2); MO. REV. STAT. SECTION
376.1088; MONT. CODE XXX. SECTION 00-00-000; NEB. REV. STAT.
SECTION 44-5810(2); NEV. REV. STAT. SECTION 683A.0887; N.H. REV.
STAT. XXX. SECTION 402-H:9; N.M. STAT. XXX. SECTION 59A-12A-12;
N.C. GEN. STAT. SECTION 58-56-41; N.D. CENT. CODE SECTION
26.1-27-07; OKLA. STAT. TIT. 36 SECTION 1448; OR. REV. STAT.
SECTION 744.734(2); S.D. CODIFIED XXXX XXX. SECTION 58-29D-19;
TENN. CODE XXX. SECTION 56-6-409; TEX. INS. CODE XXX. ART 21.07-6
SECTION 13; UTAH CODE XXX. SECTION 31A-25-402; W. VA. CODE
SECTION 33-46-10; WYOMING INSURANCE REGULATIONS, CHAPTER IV,
SECTION 13.

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TERMINATION

17. TERMINATION. Customer may terminate the Agreement for cause upon written
notice sent by certified mail to Administrator and may suspend the
underwriting authority of Administrator during a dispute regarding the
cause for termination; but Customer must fulfill all lawful obligations
with respect to policies affected by the written agreement, regardless of
any dispute between Customer and Administrator. REQUIRED BY ALASKA STAT.
SECTION 21.27.650(a)(5)(A); IND. CODE SECTION 27-1-25-2; LA. REV. STAT.
XXX. 22 SECTION 3032; MISS. CODE XXX. SECTION 83-18-5(3); MO. REV. STAT.
SECTION 376.1077; N.M. REGULATIONS CHAPTER 59A SECTION 12A-1-VII; OR. REV.
STAT. SECTION7 44.720(4); W. VA. CODE SECTION 33-46-3(c)

MISC.

18. CONTRACT TO TRUSTEE. If a policy is issued to a trustee, a copy of the
trust agreement and any amendments to the trust agreement shall be retained
as part of the official records of Administrator and Customer for a period
of five (5) years after termination of the trust agreement, or for such
longer period as may be required by Applicable Law; provided that
Administrator shall not be required to keep such trust agreement more than
seven (7) years after the termination of the Agreement.

19. DEPOSITS AND BONDS; INSURANCE. Administrator represents, warrants and
covenants to Customer that, if required by Applicable Law, rule, or
regulation to maintain a bond or deposit with a regulatory authority beyond
what is described in the Agreement, Administrator has and shall maintain a
bond or deposit in favor of such authority, to be held in trust for the
benefit and protection of Administrator's clients and/or the policyholders,
or other customers in respect of whose policies Administrator may furnish
Services and brokerage services.

STATE SPECIFIC

20. SPECIAL RULES FOR TERMINATION IN ARIZONA. The Agreement shall include a
provision that Customer shall provide thirty (30) days written notice to
Administrator of the termination or cancellation of the Agreement. The
Agreement shall also include a provision that Customer shall provide
fifteen (15) days written notice to the director of the Department of
Insurance for the State of Arizona of termination or cancellation or any
other change in the Agreement. REQUIRED BY ARIZ. REV. STAT. XXX. SECTION
20-485.01.

21. SPECIAL RULES FOR ALASKA FIDUCIARY ACCOUNTS. Administrator shall comply
with all applicable fiduciary account statutes and regulations; a fiduciary
account shall be used for all payments on behalf of the insurer;
Administrator may not retain more than three (3) months estimated claims
payments and allocated loss adjustment expenses. REQUIRED BY ALASKA STAT.
SECTION 21.27.650(a)(5).

22. SPECIAL RULES FOR USE OF ADVERTISING MATERIALS IN GEORGIA. Administrator
shall maintain at its principal administrative office a complete file of
all advertisements, regardless of by whom written, created or designed,
which are used in the course of the Administrator's business in this state,
with a notation indicating the manner and extent of distribution and the
form number of any policy advertised. Such file shall be subject to
inspection by the Office of Commissioner of Insurance of the State of
Georgia. All such advertisements shall be maintained in said file for a
period of not less than five (5) years. Administrator shall file with the
Commissioner on or before March 1 in each year, a certification executed by
an authorized officer of Administrator wherein it is stated that to the
best of his knowledge, information and belief, the advertisements
disseminated by Administrator during the preceding calendar year compiled,
or were made to

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comply in all respects, with the advertising regulations of this state.
REQUIRED BY GA. COMP. R & REGS. R. 120-2-49-.13.

23. SPECIAL RULES FOR USE OF ADVERTISING MATERIALS IN IDAHO. All insurers shall
have the prior approval of the Director of the Department of Insurance,
State of Idaho, before approving advertising for use by Administrator.
REQUIRED BY IDAHO CODE SECTION 41-905.

24. PREMIUM TAXES IN IDAHO. To the extent provided under Applicable Law, all
charges, fees or premiums collected by Administrator on behalf of or for
Customer shall be used to establish a premium tax under Applicable Law.

25. FILING RULES IN IDAHO. A copy of the Agreement shall be filed with the
Director of the Idaho Department of Insurance and shall be subject to
disclosure according to chapter 3, title 9, Idaho Code. REQUIRED BY IDAHO
CODE SECTION 41-902(2).

26. ADDITIONAL CLAIMS REQUIREMENTS APPLICABLE TO MAINE RESIDENTS.

26.1. All contributions and premiums received or collected by
Administrator from residents of Maine that Administrator holds
more than thirty (30) days or deposits into an account that is
not under the control of Customer, must be placed in a special
fiduciary account, designated as an ATF, which shall be
maintained with one or more financial institutions located within
Maine and subject to jurisdiction of the courts of Maine Funds
belonging to two (2) or more plans may be held in the same ATF,
provided Administrator's records clearly indicate the funds
belonging to each plan. Checks drawn on the ATF must indicate on
the face of the checks that the checks are drawn on
Administrator's ATF. "ATF" means an administrator trust fund that
is a special fiduciary account, established and maintained by an
administrator under Chapter 18, Section 1909 of the Maine
Insurance Code, in which contributions and premiums are
deposited.

26.2. Administrator may make the following disbursements from the ATF:
(a) contributions and premiums due insurers or other persons
providing life, accident and health, or workers' compensation
coverage for a plan; (b) return contributions and premiums to a
plan or covered individual; (c) commissions or administrative
fees due to Administrator under the Agreement; and (d) transfers
into Administrator's CASA. "CASA" means a claims administration
services account that is a special fiduciary account, established
and maintained by an administrator under Chapter 18, Section 1909
of the Maine Insurance Code, from which claims and claims
adjustment expenses are disbursed.

26.3. The balance in the ATF shall at all times be the amount deposited
plus accrued interest, if any, less authorized disbursements. In
the event that the balance is less than the amount deposited plus
accrued interest, if any, less authorized disbursements,
Administrator is presumed, for purposes of license revocation or
suspension, to have misappropriated funds and to have acted in a
financially irresponsible manner.

26.4. Before establishing an ATF that is interest-bearing or
income-producing, Administrator shall disclose the nature of the
account to Customer. Administrator shall secure written consent
and authorization from Customer for the investment of the money
and disposition of the interest of earnings Administrator shall
not make any investment that assumes a risk other than the risk
that the obligor might not pay the principal when due.
Administrator shall not use specialized techniques or strategies
that incur additional risks to generate higher returns or to
extend maturities. Such techniques include, but are not

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limited to, the use of financial futures or options, buying on
margins and pledging of ATF balances.

26.5. Administrator may place ATF funds in interest-beating or
income-producing investments and retain the interest of income on
the funds, provided Administrator obtains the prior written
authorization of Customer. In addition to savings and checking
accounts, Administrator may invest in the following:

(a) Direct obligations of the United States or government agency
securities with maturities of not more than one (1) year;

(b) Certificates of deposit, with a maturity of not more than
one (1) year, issued by financial institutions insured by
the Federal Deposit Insurance Corporation P-1 ("FDIC") or
Federal Savings and Loan Insurance Corporation ("FSLIC"),
provided any such deposit does not exceed the maximum level
of insurance protection provided to certificates of deposit
held by those institutions;

(c) Repurchase agreements with financial institutions or
government securities dealers recognized as primary dealers
by the Federal Reserve System provided:

(i) The value of the repurchase agreement is
collateralized with assets that are allowable
investments for ATF funds;

(ii) The collateral has a market value, at the time the
repurchase agreement is entered into, at least equal
to the value of the repurchase agreement; and

(iii) The repurchase agreement does not exceed thirty (30)
days.

(d) Commercial paper, provided the commercial paper is rated at
least R-1 by Xxxxx'x Investors Service, Inc. or at least A-1
by Standard & Poor's Corporation; or

(e) Money market funds, provided the money market fund invests
exclusively in assets that are allowable investments
pursuant to paragraphs (1) to (4) for ATF funds. Each
investment transaction must be made in the name of
Administrator's ATF. Administrator shall maintain evidence
of any such investments. Each investment transaction must
flow through Administrator' s ATF.

26.6. Administrator shall hold in a fiduciary capacity all money that
Administrator receives to pay claims and claim adjustment
expenses. All resident and quasi-resident licensees shall place
all such money for claims and claim adjustment expenses for
residents of Maine, whether received from a plan sponsor, health
care service plan, health maintenance organization or insurer or
from Administrator's ATF, in a special fiduciary account in a
financial institution located in Maine. The account must be
designated as CASA Funds belonging to two (2) or more plans may
be held in the same CASA, provided Administrator's records
clearly indicate the funds belonging to each plan. Checks drawn
on the CASA must indicate on the face of the checks that the
checks are drawn on Administrator's CASA.

26.7. No deposit may be made into a CASA and no disbursement may be
made from a CASA except for claims and claim adjustment expenses.
For each plan for which a CASA is required, the balance in the
CASA must at all times be the amount deposited less claims

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and claims adjustment expenses paid. If the CASA balance is less
than that amount, Administrator shall be presumed, for purposes
of license revocation or suspension, to have misappropriated
funds and to have acted in a financially irresponsible manner.

26.8. Administrator shall maintain detailed books and records that
reflect all transactions involving the receipt and disbursement
of:

(a) Contributions and premiums received on behalf of Customer;
and

(b) Claims and claim adjustment expenses received and paid on
behalf of Customer.

26.9. The detailed preparation, journalizing and posting of books and
records required by Section 1.8 hereof must be maintained on a
timely basis and all journal entries for receipts and
disbursements must be supported by evidential matter that must be
referenced in the journal entry so that receipts and
disbursements may be traced for verification. Administrator shall
prepare and maintain monthly financial institution account
reconciliations of any ATF and CASA established by Administrator.
Reconciliation of accounts is timely if accomplished not more
than forty-five (45) days after the end of the month in which the
transaction occurred. The reconciliation must include, at a
minimum, the following:

(a) The source and amount of any money received and deposited by
Administrator, and the date of receipt and deposit;

(b) The date each disbursement was made, the person to whom the
disbursement was made and a written explanation of any
difference between the amount disbursed and the amount
billed or authorized; and

(c) A description of the disbursement in sufficient detail to
identify the source document substantiating the purpose of
the disbursement.

26.10. Failure to accurately maintain the required books and records in
a timely manner is deemed to be untrustworthy, hazardous or
injurious to participants in the plan or the public and
financially irresponsible.

26.11. To the extent that Administrator administers claims and provides
payment or reimbursement for diagnosis or treatment of a
condition or a complaint by a licensed health care practitioner,
Administrator must accept the current standardized claim form for
professional services approved by the Federal Government and
submitted electronically. To the extent that Administrator
administers claims and provides payment or reimbursement for
diagnosis or treatment of a condition or a complaint by a
licensed hospital, Administrator must accept the current
standardized claim form for professional or facility services, as
applicable, approved by the Federal Government and submitted
electronically. Administrator may not be required to accept a
claim submitted on a form other than the applicable form
specified above and may not be required to accept a claim that is
not submitted electronically, except from certain exempt health
care practitioners.

27. NEVADA- FIDUCIARY ACCOUNTS.

27.1. If Administrator is or is required to be licensed or registered
as a third party service provider in Nevada, then, to the extent
required by NRS 683A.0877, funds relating to Nevada policyholders
shall be deposited in an account established and maintained by

J-9

Customer on behalf of a Customer Designee with a financial
institution located in Nevada. Customer and Administrator shall
cooperate with one another in good faith as may reasonably be
necessary to comply with such requirement, potentially including
establishing a deposit account in Nevada and consenting to
Administrator's establishment of a related lockbox arrangement in
Nevada.

27.2. Money shall be remitted within 15 days to the person or persons
entitled to it, or shall be deposited within 15 days in a
fiduciary bank account established and maintained by the TPA
within the state. The fiduciary account shall be separate from
the personal or business account from Administrator. REQUIRED BY
NEV. INS. CODE SECTION 683A.877.

28. SPECIAL RULE FOR CLAIMS IN NEVADA. To the extent Administrator, and not
Customer, is responsible for paying claims under the Agreement:

28.1. Except as otherwise provided in 28.2 below, Administrator shall
approve or deny a claim relating to health insurance coverage
within 30 days after Administrator receives the claim for
adjudication. If the claim is approved, Administrator shall pay,
or notify Customer that the claim is ready to pay the claim
within 30 days after it is approved. Except as otherwise provided
in this section, if the approved claim is not paid within that
period and to the extent Administrator is otherwise responsible
under the Agreement, Administrator shall pay interest on the
claim at a rate of interest equal to the prime rate at the
largest bank in Nevada, as ascertained by the Commissioner of
Financial Institutions, on January 1 or July 1, as the case may
be, immediately preceding the date on which the payment was due,
plus 6 percent. The interest must be calculated from 30 days
after the date on which the claim is approved until the date on
which the claim is paid.

28.2. If Administrator requires additional information to determine
whether to approve or deny the claim, Administrator shall notify
the claimant of Administrator's request for the additional
information within 20 days after Administrator receives the
claim. Administrator shall notify the provider of health care of
all the specific reasons for the delay in approving or denying
the claim. Administrator shall approve or deny the claim within
30 days after receiving the additional information. If the claim
is approved, Administrator shall pay the claim within 30 days
after Administrator receives the additional information. If the
approved claim is not paid within that period, Administrator
shall pay interest on the claim in the manner prescribed in
subsection 28.1 above.

28.3. Administrator shall not request a claimant to resubmit
information that the claimant has already provided to
Administrator, unless Administrator provides a legitimate reason
for the request and the purpose of the request is not to delay
the payment of the claim, harass the claimant or discourage the
filing of claims.

28.4. Administrator shall not pay only part of a claim that has been
approved and is fully payable.

28.5. The payment of interest provided for in this section for the late
payment of an approved claim may be waived only if the payment
was delayed because of an act of God or another cause beyond the
control of the Administrator.

28.6. The Commissioner may require Administrator to provide evidence
which demonstrates that Administrator has substantially complied
with the requirements set forth in this Section 27, including,
without limitation, payment within 30 days of at least 95 percent
of approved claims or at least 90 percent of the total dollar
amount for approved claims.

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29. SPECIAL RULE FOR TN POLICY. The following provisions shall apply to all
policies which are life and health insurance coverage or annuities issued
to residents of the State of Tennessee and which are administered under the
Agreement:

29.1. 56-6-403 PAYMENTS HANDLED BY ADMINISTRATOR. The payment to
Administrator of any premiums or charges for insurance by or on
behalf of the insured shall be deemed to have been received by
Customer, and the payment of return premiums or claims by
Customer to Administrator shall not be deemed payment to the
insured or claimant until such payments are received by the
insured or claimant. Nothing herein shall limit any right of
Customer against Administrator resulting from Administrator's
failure to make payments to the Customer, the insureds or the
claimants.

29.2. 56-6-404 RECORDKEEPING REQUIREMENTS.

(a) Administrator shall maintain at its principal administrative
office, for the duration of the Agreement and five (5) years
thereafter, adequate books and records of all transactions
between Administrator, Customer and insured persons. Such
books and records shall be maintained in accordance with
prudent standards of insurance record keeping. The
commissioner shall have access to such books and records for
the purpose of examination, audit and inspection.

(b) Any trade secrets contained therein, including, but not
limited to, the identity and addresses of policyholders and
certificate holders, shall be confidential, except the
commissioner may use such information in any proceedings
instituted against Administrator.

(c) Customer shall retain the right to continuing access to such
books and records of Administrator sufficient to permit
Customer to fulfill all of its contractual obligations to
insured persons, subject to any restrictions in the
Agreement between Customer and Administrator concerning the
proprietary rights of the parties in such books and records.

(d) The commissioner shall collect the proper charges incurred
in such examination in accordance with Section 56-1-413.

29.3. 56-6-405 ADVERTISING. Administrator may use only such advertising
pertaining to the business insured by Customer as has been
approved by Customer in advance of its use.

29.4. 56-6-406 ADMINISTRATOR'S DUTIES AS FIDUCIARY. All insurance
charges or premiums collected by Administrator on behalf of or
for Customer, and return premiums received from Customer, shall
be held by Administrator in a fiduciary capacity. Such funds
shall be immediately remitted to the person or persons entitled
thereto, or shall be deposited promptly in a fiduciary bank
account established and maintained by Administrator. If charges
or premiums so deposited have been collected on behalf of or for
more than one (1) insurer, Administrator shall cause the bank in
which such fiduciary account is maintained to keep records
clearly recording the deposits in and withdrawal from such
account on behalf of or for each insurer. Administrator shall
promptly obtain and keep copies of all such records and, upon
request of an insurer, shall furnish such insurer with copies of
such records pertaining to deposits and withdrawals on behalf of
or for such insurer. Administrator shall not pay any claim by
withdrawals from such fiduciary account. Withdrawals from such
account shall be made, as provided in Agreement between
Administrator and Customer, for:

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(a) Remittance to an insurer entitled thereto;

(b) Deposit in an account maintained in the name of such
insurer;

(d) Payment to a group policyholder for remittance to the
insured entitled thereto;

(e) Payment to the administrator of its commission, fees or
charges; or

(f) Remittance of return premiums to the person or persons
entitled thereto.

29.5. 56-6-407 PAYMENT OF CLAIMS. All claims paid by Administrator from
funds collected on behalf of Customer shall be paid only on
drafts, checks or electronic transfers of and as authorized by
Customer.

29.6. 56-6-408 ADMINISTRATOR'S COMPENSATION NOT CONTINGENT ON CLAIM
EXPERIENCE.

(a) With respect to any policies where Administrator adjusts or
settles claims, the compensation to Administrator with
regard to such policies shall in no way be contingent on
claim experience.

(b) This section shall not prevent the compensation of
Administrator from being based on premiums or charges
collected or number of claims paid or processed.

29.7. 56-6-409 NOTICE TO INSURED PERSONS - NOTICE TO PERSONS PURCHASING
COVERAGE.

(a) Administrator shall provide a written notice approved by
Customer, to insured individuals, advising them of the
identity of and relationship among Administrator, the
policyholder and Customer.

(b) Where Administrator collects funds, it must identify and
state separately in writing to the person paying to
Administrator any charge or premium for insurance coverage
the amount of any such charge or premium specified by
Customer for such insurance coverage.

30. SPECIAL RULE FOR WEST VIRGINIA- RETENTION PERIOD FOR BOOKS AND RECORDS.
Administrator shall maintain and make available to Customer complete books
and records of all transactions performed on behalf of Customer. The books
and records shall be maintained in accordance with prudent standards of
insurance recordkeeping and shall be maintained for a period of not less
than ten (10) years from the date of their creation. If this Agreement
terminates prior to the passage of such ten (10) year period, Administrator
may satisfy the forgoing obligation by tendering such books and records to
Customer or to the replacement provider of such services. Customer shall
reimburse Administrator for reasonable costs incurred in retaining or
tendering such records. W. VA. CODE SECTION 33-46-5

31. SPECIAL RULE FOR CONNECTICUT- NOTICE TO POLICYHOLDERS. When the services of
a third-party administrator are utilized for Connecticut policyholders,
such third-party administrator shall issue a benefits identification card
to each insured that includes disclosure of, and relationship among, the
third-party administrator, the policyholder and the insurer. CONNECTICUT
UNCODIFIED HB 6308, SECTIONS 21 AND 28 (EFFECTIVE OCTOBER 1, 2011)

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ANNEX 3.19(g)

THE SECURITY BENEFIT GROUP OF COMPANIES
CODE OF BUSINESS CONDUCT AND ETHICS

Annex-1

[SECURITY BENEFIT(SM) LOGO]

CODE OF BUSINESS
CONDUCT AND ETHICS

Amended and Restated
December 2, 2011

CODE OF BUSINESS CONDUCT
AND ETHICS

TABLE OF CONTENTS

PAGE
----

Introduction 1
Purpose of the Code 1
Conflicts of Interest 2
Corporate Opportunities 2
Confidentiality 2
Fair Dealing 3
Protection and Proper Use of Company Assets 4
Compliance with Applicable Laws, Rules and Regulations 4
Equal Opportunity, Harassment 5
Accuracy, Retention and Destruction of Company Records 5
Political Contributions 6
Media, Regulatory, Legal and Other Inquiries 6
Intellectual Property 7
Communication Systems 8
Reporting Violations and Complaint Handling 8
Sanctions for Code Violations 10
Application/Waivers 10

APPENDIX

Annual Code Acknowledgment A-1

CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

Ethics are important to Security Benefit Corporation and its affiliated
companies, and to their directors, officers and associates. Security Benefit
Corporation and its affiliated companies are committed to the highest ethical
standards and to conducting their business with the highest level of integrity.

All officers, directors and associates of Security Benefit Corporation and
its affiliated companies are responsible for maintaining this level of integrity
and for complying with this Code. If you have a question or concern about what
is proper conduct for you or anyone else, please raise these questions or
concerns with any member of management, or follow the procedures outlined in
applicable sections of this Code.

In this Code, "Security Benefit," "we," "us," or "our" refer to Security
Benefit Corporation and its affiliated companies, unless otherwise indicated.

PURPOSE OF THE CODE

This Code is intended to:

- help you recognize issues of questionable ethics and take the appropriate
steps to resolve these issues;

- deter unethical or illegal conduct;

- assist you in reporting any unethical or illegal conduct; and

- reaffirm and promote our commitment to a corporate culture that values
honesty and accountability by all associates.

All associates, as a condition of employment or continued employment, will
acknowledge annually in writing that they have received a copy of this Code,
read it, and understand that the Code contains our expectations regarding their
conduct.

Finally, you should know that the Code is designed to satisfy the standards
contained in the Federal Sentencing Guidelines for Organizations published by
the U.S. Department of Justice. U.S. federal courts are bound to apply the
Federal Sentencing Guidelines for Organizations when sentencing companies
convicted of federal offenses arising from the illegal acts of one or more
employees. The Federal Sentencing Guidelines for Organizations provide for
substantial leniency in sentencing of a company from otherwise severe mandatory
penalties, where the company had an effective compliance program at the time of
the illegal activity.

CONFLICTS OF INTEREST

You must avoid any conflict, or the appearance of a conflict, between your
personal interests and the interests of Security Benefit. A conflict exists when
your personal interest in any way interferes with the interests of Security
Benefit, or when you take any action or have any interest that may make it
difficult for you to perform your job objectively and effectively. For example,
a conflict of interest probably exists if:

- you cause Security Benefit to enter into business relationships with you or
a member of your family, or invest in companies affiliated with you or a
member of your family;

- you use any confidential information about Security Benefit, our customers
or our other business partners for your personal gain, or the gain of a
member of your family, a friend or acquaintance; or

- you use or communicate any other confidential information obtained in the
course of your work for your or another's personal benefit.

We have for many years maintained guidelines for some of the more common
conflicts of interest situations that you may encounter as an officer, director
or associate of Security Benefit. We expect you to consult the guidelines when
you are confronted with a situation that puts your interests in conflict with
our interests. We will continue to distribute a copy of the guidelines to you
annually, along with a disclosure form for reporting any conflicts of interest
you may have with Security Benefit. We expect you to read the guidelines and
promptly complete and return the disclosure form to us.

CORPORATE OPPORTUNITIES

Each of us has a duty to advance the legitimate interests of Security
Benefit when the opportunity to do so presents itself. Therefore, you may not:

- take for your personal use opportunities, including investment
opportunities, discovered through the use of your position with us, or
through the use of our property or information;

- use our property, information, or position for your personal gain or the
gain of a family member, a friend or acquaintance; or

- compete, or prepare to compete, with us.

CONFIDENTIALITY

The protection of the confidential and proprietary information of Security
Benefit and its customers, vendors and other business partners is of critical
importance to our business, our ability to compete within the financial services
industry and our compliance with applicable

federal and state law. By virtue of your service to or employment by us, you may
have access to (i) our confidential and proprietary information including,
without limitation, financial and actuarial information and projections,
computer records and programs, contracts, customer files and lists, medical
information concerning our customers, investments, investment strategies,
marketing plans, personnel information, business and research plans, policies,
strategies, trade secrets and other proprietary information, (ii) confidential
or other non-public information regarding other companies, our relationship with
them or contemplated transactions in a company's securities, and (iii)
confidential policy or contract holder information (collectively referred to as
"Confidential Information").

All Confidential Information is the sole property of Security Benefit or
the customer or vendor who entrusted us with it. We and all of our associates
have ethical and legal responsibilities to maintain and protect the integrity of
all Confidential Information. Failure to adequately protect this information may
have an adverse economic impact on us, and any misuse or disclosure of
Confidential Information may result in violation of applicable state and federal
laws, including state insurance laws. Violations could expose us and/or the
person involved to severe criminal or civil liability.

It is a violation of the Code for any associate, both during AND AFTER his
or her service or employment with us to use or disclose outside of Security
Benefit any Confidential Information to any entity or person (including a person
employed by us who does not have a need to know such Confidential Information)
unless approved by such associate's supervisor or in accordance with this Code.
Further, all associates must promptly deliver to us upon their resignation or
termination of their relationship with Security Benefit, or at any other time as
we may so request, all materials and all copies of materials (including computer
disks) containing or evidencing Confidential Information or any materials
derived from or based upon such information.

It is also important to Security Benefit that you observe any obligations
of confidentiality you may have to a former employer with respect to your former
employer's confidential and proprietary information. You should neither share
such information with Security Benefit nor use such information in your work for
Security Benefit.

FAIR DEALING

You must endeavor to deal fairly with our customers, suppliers and business
partners, or any other companies or individuals with whom we do business or come
into contact, including fellow associates and our competitors. You must not take
unfair advantage of these or other parties by means of:

- manipulation;

- concealment;

- abuse of privileged information;

- misrepresentation of material facts; or

- any other unfair-dealing practice.

In particular, because our ability to attract and retain our customers is
directly linked to the trust and confidence we create with them, we should
strive to compete fairly and in accordance with the highest ethical standards in
all of our customer relationships. We want to earn business on the basis of
superior services and products and competitive prices, not through improper or
unethical business practices. This means we do not give or accept gifts or
entertainment that improperly influence or reward a business decision or that
appear to do so.

Our credibility with our customers depends on our ability to fulfill our
commitments. To preserve our customer relationships:

- We provide our customers with competent and customer-focused sales and
services.

- We do not misrepresent our services or products in any sales or advertising
efforts.

- We communicate clearly so our customers understand the terms of our
business relationships.

- We protect our customers' confidential information.

- We only make promises to our customers that we believe we will be able to
keep.

- We handle customer complaints and disputes in a fair and expeditious
manner.

PROTECTION AND PROPER USE OF COMPANY ASSETS

The assets of Security Benefit are to be used only for legitimate business
purposes. You should protect our assets and ensure that they are used
efficiently.

As indicated under "Communication Systems," incidental personal use of
telephones, fax machines, copy machines, personal computers and similar
equipment is generally allowed if there is no significant added cost to us, it
does not interfere with an associate's work duties, and it is not related to an
illicit activity or to any outside business.

COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS

Each of us has a duty to comply with all laws, rules and regulations that
apply to our business. Highlighted below are some of the key compliance
guidelines that must be followed.

- You shall not knowingly violate any law or regulation, including applicable
federal securities laws and unfair trade or insurance practices laws. You
should consult with the Security Benefit Law Department on any matter
relating to actual or potential noncompliance with any law or regulation or
any of our contractual commitments.

- You shall not misrepresent facts, contractual terms or our policies to a
customer, provider, supplier or regulator. If you do so inadvertently, you
must correct the misrepresentation as soon as possible after consulting
with your manager and the Security Benefit Law Department.

- You may not engage in conduct or a sales practice that is intended to
mislead, manipulate or take unfair advantage of a customer, provider or
supplier, or misrepresent our products or services.

- You may not agree with representatives of competing companies to engage in
any of the following illegal practices: fix prices; allocate or divide
markets or customers; boycott or refuse to deal with competitors, customers
or suppliers; or engage in any other behavior that unlawfully restrains
competition.

Please talk to your supervisor or any member of senior management if you
have any questions about how to comply with the above guidelines and other laws,
rules and regulations.

EQUAL OPPORTUNITY, HARASSMENT

Security Benefit is committed to providing equal opportunity in all of our
employment practices including selection, hiring, promotion, transfer, and
compensation of all qualified applicants and associates without regard to race,
color, sex or gender, religion, age, sexual orientation, national origin,
disability, marital status, or any other status protected by law. With this in
mind, there are also certain behaviors that will not be tolerated. These include
harassment, intimidation, and discrimination of any kind involving race, color,
sex or gender, religion, age, sexual orientation, national origin, disability,
marital status, or any other status protected by law. Security Benefit also will
not tolerate retaliation against persons who in good faith complain of any such
harassment, intimidation, or discrimination or against any persons who
participate in an investigation of any such complaint.

ACCURACY, RETENTION AND DESTRUCTION OF COMPANY RECORDS

Accurate and complete record keeping is essential to our well being and to
enable us to comply with legal and regulatory requirements, to manage our
affairs and to provide the best possible service to our policyholders and other
customers. The failure promptly to destroy records after the periods we are
required to maintain them is also important to our well being. Failure to
maintain and destroy records properly could subject Security Benefit to
penalties and fines, cause the loss of rights, obstruct justice, place us in
contempt of court, or seriously disadvantage us in litigation.

We adhere to a strict policy of maintaining complete and accurate books and
records, including, but not limited to, memoranda, expense reports, accounts,
contracts, financial reports and other business or corporate records. Our books
and records must reflect in an accurate and timely manner all business
transactions. Undisclosed or unrecorded funds, other assets or

liabilities are not permitted. The falsification or alteration of any record
will not be tolerated. All associates are expected and required to prepare,
preserve, produce and destroy all books and records in accordance with the
Security Benefit Records and Information (RIM) Policy and this Code.

Through the RIM Policy, Security Benefit has established retention and
destruction policies in order to ensure legal compliance. We expect all
associates to fully comply with any published records retention or destruction
policies, provided that all associates should note the following exception: If
you believe, or we inform you, that our records are relevant to any litigation
or governmental action, or any potential litigation or action, then all
associates must preserve those records in accordance with the RIM Policy until
we determine that the records are no longer needed. If you believe that this
exception may apply, or have any questions regarding this exception, please
contact the Security Benefit Law Department immediately.

POLITICAL CONTRIBUTIONS

No funds of Security Benefit may be given directly to federal political
candidates or to the Security Benefit Federal Political Action Committee
("federal PAC"). Funds of Security Benefit may be given, however, to state or
local political candidates; provided that such contributions are approved by
Security Benefit's Chief Executive Officer. Contributions by the federal PAC or
any state political action committee of Security Benefit are not contributions
of Security Benefit.

As a general rule, associates and their immediate family members may engage
in political activity with their own resources on their own time. However, prior
to the associate or his/her immediate family members making political
contributions, the associate should become familiar with and carefully consider
any applicable "pay-to-play" laws that could adversely impact Security Benefit's
ability to do business with governmental entities and/or retain the associate.

MEDIA, REGULATORY, LEGAL AND OTHER INQUIRIES

A. GENERAL

In addition to the provisions set forth above under the caption
"Confidentiality," as a general matter no associate shall disclose to any
non-associate any non-public information about Security Benefit except in
accordance with the Code.

B. CONDUCT REGARDING MEDIA INQUIRIES

When we conduct media interviews it is our policy to fully and fairly
convey accurate information to members of the media. However, it is also our
policy to protect and safeguard our Confidential Information. Therefore, in
order to preserve and maintain the integrity of official Security Benefit
communications, no associate, other than those designated from time to time in
the Security Benefit Media Policy as spokespersons for Security Benefit, may
communicate with any member of the media on behalf of Security Benefit about
matters involving Security Benefit

or our associates, policyholders, customers, creditors, consultants, counsel,
accountants or agents.

It is imperative that all associates follow this Code and not respond on
behalf of Security Benefit to media inquiries unless authorized in accordance
with this Code and the Security Benefit Media Policy.

C. REQUESTS FROM OR VISITS BY REGULATORY AUTHORITIES

From time to time, we and our associates may be contacted by regulatory
officials or other governmental agencies regarding our filings or other matters.
It is our policy to comply with applicable laws and regulations and to respond
properly to all contacts, inquiries or requests made by governmental
authorities. Subject to the other provisions of this Code, associates may
respond to routine contacts and inquiries from regulatory officials or other
government agencies if they concern routine matters within the ordinary scope of
their day-to-day responsibilities. Associates should keep their supervisors and
the Security Benefit Director of Governmental Affairs generally informed as to
the nature and scope of such contacts. All contacts, inquiries or requests,
whether written or oral, by regulatory or governmental authorities regarding
matters that are not routine or are outside the scope of an associate's
day-to-day responsibilities should be immediately reported to the associate's
supervisor and the Security Benefit Director of Governmental Affairs before a
response is given. This will allow us to gather and evaluate any relevant
information and to respond properly to the governmental authorities. Examples of
matters that are not routine include, among other things, complaints, adverse
claims, investigations, litigation, audits, regulatory exams, requests for
non-public personal or protected health information, or other matters that could
result in monetary or other liabilities.

D. INVESTIGATIONS

Officers, directors and associates are required to cooperate fully with all
investigations by our internal and external legal counsel. In particular, they
are required to respond truthfully, completely, and promptly to all inquiries.

E. SUBPOENAS OR OTHER LEGAL PROCESS

Only an authorized representative may accept legal process on our behalf.
If someone attempts to serve any person on our behalf who is not an authorized
representative, such person must decline to accept service and should
immediately contact the Security Benefit Law Department. Service of a subpoena
on an individual, the subject matter of which relates directly to us or our
associates, should immediately be referred to the attention of the Security
Benefit Law Department.

INTELLECTUAL PROPERTY

Intellectual property generated in the business of Security Benefit is a
valuable asset. Protecting such assets plays an important role in our growth and
ability to compete. Intellectual property includes such things as inventions,
discoveries, concepts, processes, ideas, methods,

strategies, formulas, techniques, schematics, works of authorship, trademarks,
trade names, proprietary information, and trade secrets. Associates who have
access to our intellectual property information are obligated to safeguard it
from unauthorized access.

Intellectual property that may be developed for Security Benefit by you or
with your input or involvement during your employment with Security Benefit
(even if you develop the intellectual property entirely on your own time without
using Security Benefit's equipment, supplies, facilities, or other intellectual
property) is a valuable asset and the property of Security Benefit. It is also
important to the business of Security Benefit that the intellectual property
rights of other persons be observed and not knowingly infringed. You should
inform Security Benefit's Law Department if and when you have reason to believe
that Security Benefit might be infringing or about to infringe on another
person's trademark, copyright, patent, or other intellectual property or if you
have any questions whether or not any activity might be problematic in that
regard. Also, you should not share with Security Benefit or use in your work for
Security Benefit any former employer's trade secret or other proprietary
information.

COMMUNICATIONS SYSTEMS

Security Benefit provides certain communication systems to associates to
help them do their work, including but not limited to computer systems, the
Internet, electronic mail, telephones, voice mail systems, and facsimiles. You
may use the communication systems only for legitimate business purposes in the
course of your duties and in accordance with the Security Benefit Information
Security and Communication Systems Policy, as amended from time to time. Very
occasional personal use is permitted under the policy, but never for personal
gain or any improper use. Further, associates discussing or posting information
regarding Security Benefit in any external electronic forum, including Internet
chat rooms or electronic bulletin boards, must comply with Security Benefit's
Social Media Policy.

REPORTING VIOLATIONS AND COMPLAINT HANDLING

You are responsible for compliance with the rules, standards and principles
described in this Code. In addition, you should be alert to possible violations
of the Code by Security Benefit's associates, officers and directors, and you
are expected to report a violation promptly. Normally, reports should be made to
your immediate supervisor. Under some circumstances, it may be impractical or
you may be uncomfortable raising a matter with your supervisor. In those
instances, you are encouraged to contact the Security Benefit Law Department or,
if the violation involves employment-related harassment, intimidation, or
discrimination, the Security Benefit Human Resources Department. The Law
Department or Human Resources Department, as appropriate, will investigate and,
if warranted, report the matter to Security Benefit's Chairman, President and
Chief Executive Officer and/or Board of Directors, as the circumstance dictates.
You will also be expected to cooperate in an investigation of a violation.

Anyone who has a concern about Security Benefit's conduct, the conduct of
an officer or other associate of Security Benefit or Security Benefit's
accounting, internal accounting controls or auditing matters, may also
communicate that concern to the Audit Committee of the Board of

Directors by direct communication with the Security Benefit Law Department or by
email or in writing. All reported concerns addressed to the Audit Committee will
be forwarded to the Audit Committee and will be simultaneously addressed by the
Security Benefit Law Department in the same way that other reported concerns are
addressed by Security Benefit. The status of all outstanding concerns forwarded
to the Audit Committee will be reported on a quarterly basis by the Security
Benefit Law Department. The Audit Committee may direct that certain matters be
presented to the full board and may also direct special treatment, including the
retention of outside advisors or counsel, for any concern reported to it.

All reports will be investigated and, to the extent possible, we will
endeavor to honor requests for confidentiality. And, while anonymous reports
will be accepted, please understand that anonymity may hinder or impede the
investigation of a report. All cases of questionable activity or improper
actions will be reviewed for appropriate action, discipline or corrective
actions. Whenever possible, Security Benefit will endeavor to keep confidential
the identity of associates, officers or directors who are accused of violations,
unless or until it has been determined that a violation has occurred.

THERE WILL BE NO REPRISAL, RETALIATION OR ADVERSE ACTION TAKEN AGAINST ANY
ASSOCIATE WHO, IN GOOD FAITH, REPORTS OR ASSISTS IN THE INVESTIGATION OF A
VIOLATION OR SUSPECTED VIOLATION, OR WHO MAKES AN INQUIRY ABOUT THE
APPROPRIATENESS OF AN ANTICIPATED OR ACTUAL COURSE OF ACTION.

FOR REPORTING CONCERNS ABOUT SECURITY BENEFIT'S CONDUCT, THE CONDUCT OF AN
OFFICER OR OTHER ASSOCIATE OF SECURITY BENEFIT, OR ABOUT SECURITY BENEFIT'S
ACCOUNTING, INTERNAL ACCOUNTING CONTROLS OR AUDITING MATTERS IN WRITING,
EXCLUDING CONCERNS THAT SHOULD BE REPORTED TO THE HUMAN RESOURCES DEPARTMENT
UNDER THIS CODE, YOU MAY USE THE FOLLOWING ADDRESSES:

ADDRESS: The Law Department
Security Benefit Corporation,
Subsidiaries and Affiliates
Attn: General Counsel
One Security Benefit Place
Topeka, Kansas 66636-0001

ADDRESS: Audit Committee of the Board of Directors
c/o The Security Benefit Law Department
Security Benefit Corporation,
Subsidiaries and Affiliates
Attn: General Counsel
One Security Benefit Place
Topeka, Kansas 66636-0001

In the case of a confidential, anonymous submission to the Audit Committee,
associates should set forth their concerns in writing and forward them in a
sealed envelope addressed to the

Chairperson of the Audit Committee, in care of the Security Benefit Law
Department, as set forth above, and should label the envelope with a legend such
as: "To be opened by the Audit Committee only."

SANCTIONS FOR CODE VIOLATIONS

All violations of the Code will result in appropriate corrective action, up
to and including dismissal. If the violation involves potentially criminal
activity, the individual or individuals in question will be reported, as
warranted, to the appropriate authorities.

APPLICATION/WAIVERS

All directors, officers and associates of Security Benefit are subject to
this Code.

Any waiver of the Code for a senior officer or member of our Boards of
Directors may be made only by the Board of Directors of Security Benefit
Corporation.

APPENDIX A

SECURITY BENEFIT CORPORATION,
SUBSIDIARIES AND AFFILIATES
ONE SECURITY BENEFIT PLACE
TOPEKA, KANSAS 66636-0001

----------

ANNUAL ACKNOWLEDGMENT REGARDING
CODE OF BUSINESS CONDUCT AND ETHICS

THIS ACKNOWLEDGMENT IS TO BE SIGNED AND RETURNED TO THE COMPANY'S INTERNAL
AUDITOR, AND WILL BE RETAINED AS PART OF YOUR PERMANENT PERSONNEL FILE.

I have received a copy of Security Benefit Corporation's Code of Business
Conduct and Ethics, read it, and understand that the Code contains the
expectations of Security Benefit Corporation and its affiliated companies
regarding associate conduct. I also understand that the Code is issued for
informational purposes and that it is not intended to create, nor does it
represent, a contract of employment.

-----------------------------------
Associate's Name (Printed)

-----------------------------------
Associate's Signature

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

THE FAILURE TO READ AND/OR SIGN THIS ACKNOWLEDGMENT IN NO WAY RELIEVES
ASSOCIATES OF THE RESPONSIBILITY TO COMPLY WITH SECURITY BENEFIT CORPORATION'S
CODE OF BUSINESS CONDUCT AND ETHICS.

ANNEX 14.1(b)

(1) Commonwealth Vendors - Subject to the provisions of the Agreement,
Commonwealth consents to Administrator disclosing Commonwealth Confidential
Information to the following Commonwealth vendors:

Mid-America Agency Services, Inc. - underwriting and claims services

Heritage Life - underwriting and claims services

Xxxxxxx Corp - compliance mailings and policy pages

Xxxxxx Xxxxxx - underwriting

PBI - death audit services

Life Product Solutions Group, LLC - illustrations (for Transamerica
business only)

(2) Permitted Subcontractors - Subject to the provisions of the Agreement,
Commonwealth consents to Administrator's use of the following subcontractors to
the extent required to assist Administrator in performing Services and to
Administrator disclosing Commonwealth Confidential Information to such third
parties.

NTT DATA PROCESS SERVICES, LLC - administrative services

XX XXXXXXXXX GLOBAL INVESTMENT MARKETS, A DIVISION OF XX XXXXXXXXX & SONS
COMPANY - compliance mailing and printing; XX Xxxxxxxxx subcontracts to MBS
Insight, Inc for NCOA scrubbing.

JAYHAWK FILE EXPRESS, LLC - file storage and document destruction

XXXXXXXX.XXX, LLC - back-up printing and disaster recovery

CONVEY COMPLIANCE SYSTEMS, INC. - withholding calculations and tax
statement mailing

(3) PERMITTED DISCLOSURES - Subject to the terms of the Agreement, Commonwealth
consents to Administrator's disclosure of Commonwealth Confidential Information
to the following third parties in connection with Administrator performing
Services:

RECORDS CENTER OF TOPEKA, A DIVISION OF UNDERGROUND VAULTS & STORAGE, INC.
- back up tapes storage

VENIO LLC, D/B/A XXXXX - lost shareholder searches

ADVANTAGETECH, INC. - staff augmentation

MEGAFORCE LLC - staff augmentation

POWER IT Corporation- staff augmentation

iNAUTIX (USA) LLC - staff augmentation

DST SYSTEMS, INC. - FANmail/Vision, positions, prices

DEPOSITORY TRUST AND CLEARING CORP. (DTCC) - positions, prices

THE LIFE AND ANNUITY GROUP, INC. (TLAG) - staff augmentation

ACCENTURE LLP - systems upgrades and support

CSP GROUP, INC. - staff augmentation

TALLGRASS TECHNOLOGIES - staff augmentation

VERTEX, INC. - staff augmentation

Permier Personnel - staff augmentation

Westaff - staff augmentation

C. DISCLOSURE TO PROFESSIONAL ADVISORS - Subject to the terms of the
Agreement, Commonwealth consents to Administrator's disclosure of
Commonwealth Confidential Information to its and its Affiliates' attorneys
and auditors.

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BY AND AMONG SE(2) INC.

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