INVESTMENT AGREEMENT

4.

The securities and funds of the Account have been deposited with and shall be held by The Bank of New York (or with such other custodian as is chosen by us from time to time and is approved by the Delaware Insurance Department) (the “Custodian”) pursuant to an agreement, which we have entered into with the Custodian. We have instructed the Custodian to promptly follow your directions at all times and to provide HW with all such information concerning the Account as HW may from time to time require in connection with your management of the Account, including without limitation, copies of relevant monthly statements.

5.

Provided HW has used reasonable care and diligence, HW shall not be liable for any damage, loss, cost or other expense sustained in the operation of the Account or relating in any manner to the carrying out of your duties under this Agreement. Notwithstanding the foregoing, any losses suffered as a result of an error in implementing investment decisions caused by HW’s negligence or dishonesty are to be fully reimbursed by HW. To the extent any errors occur in implementing investment decisions, HW shall immediately notify us in writing of all relevant facts. HW shall bear full responsibility for any such errors to the extent such errors result from HW’s negligence or dishonesty and shall be liable for all financial injury to us resulting therefrom. We agree that HW shall be entitled to assume that any information communicated by us or the Custodian to HW is accurate and complete, and that in making investment decisions HW shall be entitled to rely on publicly available information or on information which HW believes to have been provided to you in good faith, in both cases barring actual knowledge by HW to the contrary.

6.

HW will provide us with a monthly statement and a quarterly presentation respecting the securities held in the Account.

7.

HW shall deliver in writing to us, as soon as practicable after implementation of an investment decision, HW’s confirmation of such implementation to enable us to ascertain that such implementation has been effected pursuant to the guidelines and procedures of our Board of Directors or a duly authorized committee thereof. Otherwise, the nature and timing of HW’s reporting to us on the status of the Account shall be at least quarterly, within 45 days after the end of each quarter.

8.

We acknowledge receipt of a copy of policies that HW has established to ensure that investment opportunities are allocated fairly among HW’s discretionary investment accounts and we confirm that these policies, until revised by HW, will apply to the account.

12.

All notices and communications to each party to this Agreement shall be in writing and shall be deemed to have been sufficiently given if signed by or on behalf of the party giving the notice and either delivered personally or sent by prepaid registered mail addressed to such party at the address of such party indicated herein. Any such notice or communication shall be deemed to have been received by any such party if delivered, on the date of delivery, or if sent by prepaid registered mail on the fourth business day following mailing thereof to the party to whom addressed. For such purpose, no day during which there shall be a strike or other occurrence interfering with normal mail service shall be considered a business day.

13.

This Agreement shall be effective for a period of twelve (12) months from the date hereof, and will be automatically renewed at each such anniversary date unless otherwise terminated in accordance with paragraph 11 herein. The parties may renegotiate the terms of the Agreement sixty (60) days prior to each anniversary date. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party.

14.

We acknowledge that we have read and understood this Agreement and that we have received a copy of the same. You and we each acknowledge that the terms of this Agreement are the exclusive and conclusive terms of our mutual agreement with regard to the subject matter hereof.

15.

Any dispute or difference arising with reference to the interpretation or effect of this Agreement, or any part thereof, shall be referred to a Board of Arbitration (the “Board”) of two (2) arbitrators and an umpire.

The members of the Board shall be active or retired disinterested officers of insurance or reinsurance companies.

One arbitrator shall be chosen by the party initiating the arbitration and designated in the letter requesting arbitration. The other party shall respond, within thirty (30) days, advising of its arbitrator. The umpire shall thereafter be chosen by the two (2) arbitrators. In the event either party fails to designate its arbitrator as indicated above, the other party is hereby authorized and empowered to name the second arbitrator, and the party which failed to designate its arbitrator shall be deemed to

Each party shall submit its case to the Board within one (1) month from the date of the appointment of the umpire, but this period of time may be extended by unanimous written consent of the Board.

The Board shall make its decision with regard to the custom and usage of the insurance and reinsurance business. The Board is released from all judicial formalities and may abstain from the strict rules of law. The written decision of a majority of the Board shall be rendered within sixty (60) days following the termination of the Board’s hearings, unless the parties consent to an extension. Such majority decision of the Board shall be final and binding upon the parties both as to law and fact, and may not be appealed to any court of any jurisdiction. Judgment may be entered upon the final decision of the Board in any court of proper jurisdiction.

Each party shall bear the fees and expenses of the arbitrator selected by or on its behalf, and the parties shall bear the fees and expenses of the umpire as determined by the party, as above provided, the expenses of the arbitrators, the umpire and the arbitration shall be equally divided between the two parties. The arbitrators may allocate any and all of the costs and fees against the losing party upon a determination that the position of the losing party was, in whole or in part, groundless, specious or otherwise without merit or asserted primarily for the purposes of obfuscation or delay.

16.

Additional terms and conditions applicable to this Agreement are set forth in Schedule D. The provisions in Schedule A, Schedule B, Schedule C and Schedule D attached hereto are hereby incorporated into, and form part of, this Agreement.

17.

This Agreement, including the schedules attached hereto and made a part hereof, may only be amended by written