PARTICIPATION AGREEMENT



                                      Among



                        VARIABLE INSURANCE PRODUCTS FUND



                           AFSG SECURITIES CORPORATION



                                       and



                     PEOPLES BENEFIT LIFE INSURANCE COMPANY



     THIS AGREEMENT, made and entered into as of the ____ day of ___________,

____, by and among PEOPLES BENEFIT LIFE INSURANCE COMPANY, (hereinafter the

"Company"), an Iowa 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 the _____ INSURANCE TRUST, a business trust organized under the

laws of __________ (hereinafter the "Trust") and _____ SECURITIES, INC.

(hereinafter the "Underwriter"), a __________ corporation.



     WHEREAS, the Trust 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 issued by Peoples

Benefit Life Insurance Company; and



     WHEREAS, the beneficial interest in the Trust 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 set forth on Schedule A hereto and 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, the Trust is registered as an open-end management investment

company under the Investment Company Act of 1940 (the "1940 Act") and its shares

are registered under the Securities Act of 1933, as amended (the "1933 Act");

and



     WHEREAS, _____ ADVISERS, INC. (the "Adviser") is duly registered as an

investment adviser under the federal Investment Advisers Act of 1940 (the

"Advisers Act") and any applicable state securities law; and



     WHEREAS, the Company has registered or will register certain variable life

insurance and variable annuity contracts under the 1933 Act or will not register

the contracts in proper reliance on an exemption from registration under the

1933 Act; 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 variable annuity contracts; and



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

investment trust under the 1940 Act; 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");

and



     WHEREAS, the Trust has obtained an order from the Securities and Exchange

Commission granting participating insurance companies and their separate

accounts exemptions from the provisions of section 9(a), 13(a), 15(a), and 15(b)

of 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 Trust to be sold to and held by

variable annuity and variable life insurance separate accounts of both

affiliated and nonaffiliated life insurance companies and certain qualified

pension and retirement plans (the "Shared Exemptive Order"); and



     WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares in the Portfolios on behalf

of each Account to fund certain of the aforesaid variable life and variable

annuity contracts and the Underwriter is authorized to sell such shares to unit

investment trusts such as each Account at net asset value;



                                        1



{PAGE}



     NOW, THEREFORE, in consideration of their mutual promises, the Company, the

Trust and the Underwriter agree as follows:



ARTICLE I. Sale of Trust Shares



     1.1.  The Underwriter agrees to sell to the Company those shares of the

Trust which each Account orders, executing such orders on a daily basis at the

net asset value next computed after receipt by the Trust or its designee of the

order for the shares of the Trust. For purposes of this Section 1.1, the Company

shall be the designee of the Trust for receipt of such orders from each Account

and receipt by such designee shall constitute receipt by the Trust; provided

that the Trust receives notice of such order by 9:00 a.m. central time on the

next following Business Day. "Business Day" shall mean any day on which the New

York Stock Exchange is open for trading and on which the Trust calculates its

net asset value pursuant to the rules of the Securities and Exchange Commission.



     1.2.  The Trust agrees to make its shares available indefinitely for

purchase at the applicable net asset value per share by the Company and its

Accounts on those days on which the Trust calculates its net asset value

pursuant to rules of the Securities and Exchange Commission and the Trust shall

use reasonable efforts to calculate such net asset value on each day which the

New York Stock Exchange is open for trading. Notwithstanding the foregoing, the

Board of Trustees of the Trust (hereinafter the "Board") may refuse to sell

shares of any Portfolio to any person, or suspend or terminate the offering of

shares of any Portfolio if such action is required by law or by regulatory

authorities having jurisdiction or is, in the sole discretion of the Board

acting in good faith and in light of their fiduciary duties under federal and

any applicable state laws, necessary in the best interests of the shareholders

of such Portfolio.



     1.3.  The Trust and the Underwriter agree that shares of the Trust will be

sold only to the Company and its separate accounts or (subject to the other

terms of this Agreement and the Shared Exemptive Order) to other life insurance

companies that offer variable annuity and/or variable life insurance contracts

to the public and which have entered into an agreement with the Trust. No shares

of any Portfolio will be sold to the general public.



     1.4.  The Trust agrees to redeem for cash, on the Company's request, any

full or fractional shares of the Trust held by the Company, executing such

requests on a daily basis at the net asset value next computed after receipt by

the Trust or its designee of the request for redemption. For purposes of this

Section 1.4, the Company shall be the designee of the Trust for receipt of

requests for redemption from each Account and receipt by such designee shall

constitute receipt by the Trust; provided that the Trust receives notice of such

request for redemption on the next following Business Day.



     1.5.  The Company agrees that purchases and redemptions of Portfolio shares

offered by the then current prospectus of the Trust shall be made in accordance

with the provisions of such prospectus.

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