PRINCIPAL UNDERWRITER'S AGREEMENT

     IT  IS  HEREBY  AGREED  by  and  between  PAN-AMERICAN   ASSURANCE  COMPANY
("INSURANCE  COMPANY")  on behalf of  PAN-AMERICAN  ASSURANCE  COMPANY  SEPARATE
ACCOUNT (the  "Separate  Account") and  PAN-AMERICAN  FINANCIAL  SERVICES,  INC.
("PRINCIPAL UNDERWRITER") as follows:

                                        I

     INSURANCE  COMPANY  proposes  to issue  and sell  Variable  Life  Insurance
Policies  (the  "Policies")  of  the  Separate  Account  to the  public  through
PRINCIPAL UNDERWRITER. The PRINCIPAL UNDERWRITER agrees to provide sales service
subject to the terms and  conditions  hereof.  The  Policies to be sold are more
fully  described  in  the  registration  statement  and  prospectus  hereinafter
mentioned.  Such  Policies  will be  issued by  INSURANCE  COMPANY  through  the
Separate Account.


                                       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 Policies
issued  through  the  Separate  Account.  PRINCIPAL  UNDERWRITER  will  sell the
Policies  under such terms as set by INSURANCE  COMPANY and will make such sales
to purchasers permitted to buy such Policies as specified in the prospectus.

                                       III

     PRINCIPAL UNDERWRITER shall be compensated for its distribution services in
such  amount  as  to  meet  all  of  its   obligations  to  selling   registered
representatives and selling broker dealers with respect to all premiums accepted
by INSURANCE COMPANY on the Policies covered hereby.

                                       IV

     On  behalf  of  the  Separate  Account,  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  Policies.  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 Policies or the Separate Account of INSURANCE
COMPANY  other than those  contained in the current  registration  statements or
prospectuses  relating to the Separate  Account  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.

                                      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 ___________, 2001.

                               INSURANCE COMPANY:

                         PAN-AMERICAN ASSURANCE COMPANY


                           BY: ____________________________________________


ATTEST:

- -----------------------------------
Secretary

                           PRINCIPAL UNDERWRITER:

                           PAN-AMERICAN FINANCIAL SERVICES, INC.


                           BY: ___________________________________________


ATTEST:

- -----------------------------------
Secretary