PRINCIPAL UNDERWRITER'S AGREEMENT
IT IS HEREBY AGREED by and between FIDELITY SECURITY LIFE INSURANCE COMPANY
("INSURANCE COMPANY") on behalf of the separate accounts listed on Schedule 1
hereof (hereinafter the "Separate Accounts") and NATIONAL PENSION AND GROUP
CONSULTANTS, INC. ("PRINCIPAL UNDERWRITER") as follows:
I
INSURANCE COMPANY proposes to issue and sell certain individual variable
deferred annuity contracts with flexible purchase payments (the "Contracts") of
the Separate Accounts to the public through PRINCIPAL UNDERWRITER. The PRINCIPAL
UNDERWRITER agrees to provide sales service subject to the terms and conditions
hereof. The Contracts to be sold are more fully described in the registration
statements and prospectuses hereinafter mentioned. Such Contracts will be issued
by INSURANCE COMPANY through the Separate Accounts.
II
INSURANCE COMPANY grants PRINCIPAL UNDERWRITER the exclusive right, during the
term of this Agreement, subject to registration requirements of the Securities
Act of 1933 and the Investment Company Act of 1940 and the provisions of the
Securities Exchange Act of 1934, to be the distributor of the Contracts issued
through the Separate Accounts. PRINCIPAL UNDERWRITER will sell the Contracts
under such terms as set by INSURANCE COMPANY and will make such sales to
purchasers permitted to buy such Contracts as specified in the prospectuses.
III
PRINCIPAL UNDERWRITER shall be compensated for its distribution services in such
amount as to meet all of its obligations to selling broker-dealers with respect
to all Purchase Payments accepted by INSURANCE COMPANY on the Contracts covered
hereby.
IV
On behalf of the Separate Accounts, INSURANCE COMPANY shall furnish PRINCIPAL
UNDERWRITER with copies of all prospectuses, financial statements and other
documents which PRINCIPAL UNDERWRITER reasonably requests for use in connection
with the distribution of the Contracts. INSURANCE COMPANY shall provide to
PRINCIPAL UNDERWRITER such number of copies of the current effective
prospectuses as PRINCIPAL UNDERWRITER shall request.
V
PRINCIPAL UNDERWRITER is not authorized to give any information, or to make any
representations concerning the Contracts or the Separate Accounts of INSURANCE
COMPANY other than those contained in the current registration statements or
prospectuses relating to the Separate Accounts filed with the Securities and
Exchange Commission or such sales literature as may be authorized by INSURANCE
COMPANY.
VI
Both parties to this Agreement agree to keep the necessary records as indicated
by applicable state and federal law and to render the necessary assistance to
one another for the accurate and timely preparation of such records.
VII
This Agreement shall be effective upon the execution hereof and will remain in
effect unless terminated as hereinafter provided. This Agreement shall
automatically be terminated in the event of its assignment by PRINCIPAL
UNDERWRITER.
This Agreement may at any time be terminated by either party hereto upon 60
days' written notice to the other party. This Agreement may at any time also be
terminated by either party hereto as to only one of the Separate Accounts upon
60 days' written notice to the other party with no effect as to the other
Separate Account.
VIII
All notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed to have been given on the date of
service if served personally on the party to whom notice is to be given, or on
the date of mailing if sent by First Class Mail, Registered or Certified,
postage prepaid and properly addressed.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
on their behalf by their respective officers thereunto duly authorized.
EXECUTED this ____ day of ___________, 2004.
INSURANCE COMPANY
FIDELITY SECURITY LIFE INSURANCE
COMPANY
BY:_______________________________
ATTEST:________________________
PRINCIPAL UNDERWRITER
NATIONAL PENSION AND GROUP
CONSULTANTS, INC.
BY:_______________________________
ATTEST:________________________
SCHEDULE 1
FSL Separate Account M
LPLA Separate Account One
