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