PARTICIPATION AGREEMENT

                            -----------------------





                                     Among





                      VARIABLE INSURANCE PRODUCTS FUNDS,

                      ---------------------------------



                       FIDELITY DISTRIBUTORS CORPORATION

                       ---------------------------------



                                      and



                          USAA LIFE INSURANCE COMPANY

                          ---------------------------





     THIS AGREEMENT, made and entered into as of the 20th day of April, 2001 by

and among USAA LIFE INSURANCE COMPANY, (hereinafter the "Company"), a Texas

corporation, on its own behalf and on behalf of each segregated asset account of

the Company set forth on Schedule A hereto as may be amended from time to time

(each such account hereinafter referred to as the "Account"); and FIDELITY

DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts

corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE

PRODUCTS FUND II and VARIABLE INSURANCE PRODUCTS FUND III, each an

unincorporated business trust organized under the laws of the Commonwealth of

Massachusetts (each referred to hereinafter as the "Fund").





RECITALS

========



     WHEREAS, each Fund engages in business as an open-end management investment

company and is available to act as the investment vehicle for separate accounts

established for variable life insurance policies and variable annuity contracts

(collectively, the "Variable Insurance Products") to be offered by insurance

companies which have entered into participation agreements with the Fund and the

Underwriter (hereinafter "Participating Insurance Companies"); and



     WHEREAS, the beneficial interest in each Fund is divided into several

series of shares, each representing the interest in a particular managed

portfolio of securities and other assets, any one or more of which may be made

available under this Agreement, as may be amended from time to time by mutual

agreement of the parties hereto (each such series hereinafter referred to as a

"Portfolio"); and



     WHEREAS, each Fund has obtained an order from the Securities and Exchange

Commission, dated October 15, 1985 (File No. 812-6102) or September 17, 1986

(File No. 812-6422), granting Participating Insurance Companies and variable

annuity and variable life



                                       1

{PAGE}



insurance separate accounts exemptions from the provisions of sections 9(a),

13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,

(hereinafter the "1940 Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15)

thereunder, to the extent necessary to permit shares of the Fund to be sold to

and held by variable annuity and variable life insurance separate accounts of

both affiliated and unaffiliated life insurance companies (hereinafter the

"Shared Funding Exemptive Order"); and



     WHEREAS, each Fund is registered as an open-end management investment

company under the 1940 Act and its shares are registered under the Securities

Act of 1933, as amended (hereinafter the "1933 Act"); and



     WHEREAS, Fidelity Management & Research Company (the "Adviser") is duly

registered as an investment adviser under the federal Investment Advisers Act of

1940 and any applicable state securities law; and



     WHEREAS, the variable life insurance and/or variable annuity products

identified on Schedule A hereto ("Contracts") have been or will be registered by

the Company under the 1933 Act, unless such Contracts are exempt from

registration thereunder; and



     WHEREAS, each Account is a duly organized, validly existing segregated

asset account, established by resolution of the Board of Directors of the

Company, on the date shown for such Account on Schedule A hereto, to set aside

and invest assets attributable to the aforesaid Contracts; and



     WHEREAS, the Company has registered or will register each Account as a unit

investment trust under the 1940 Act, unless such Account is exempt from

registration thereunder; and



     WHEREAS, the Underwriter is registered as a broker dealer with the

Securities and Exchange Commission ("SEC") under the Securities Exchange Act of

1934, as amended, (hereinafter the "1934 Act"), and is a member in good standing

of the National Association of Securities Dealers, Inc. (hereinafter "NASD");

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