FUND PARTICIPATION AGREEMENT





     THIS AGREEMENT is made this ___ day of _______, ___, between Seligman

Portfolios, Inc., an open-end management investment company organized as a

Maryland Corporation (the "Fund"), ______________ (the "Underwriter"), a

_________ corporation, and Peoples Benefit Life Insurance Company, a stock life

insurance company organized under the laws of the State of Iowa (the "Company"),

on its own behalf and on behalf of each segregated asset account of the Company

set forth on Schedule A, as may be amended from time to time (the "Account").





                                  WITNESSETH:

                                  ----------



     WHEREAS, the Fund is a registered open-end management investment company

under the Investment Company Act of 1940, as amended (the "1940 Act"), and has

filed a currently effective registration statement to offer and sell its shares

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



     WHEREAS, the Fund desires to act as an investment vehicle for separate

accounts established for variable life insurance policies and variable annuity

contracts to be offered by insurance companies that have entered into

participation agreements with the Fund (the "Participating Insurance Companies")

to be issued by Peoples Benefit Life Insurance Company; and



     WHEREAS, the shares of the Fund are divided into several series of shares,

each series representing an interest in a particular managed portfolio of

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

under this Agreement by mutual agreement of the parties hereto, (the

"Portfolios"); and



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

Commission ("SEC") granting Participating Insurance Companies (as defined in the

Fund's application for such order) and their separate accounts exemptions from

the provisions of sections 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 Fund to be sold to and held by variable annuity and

variable life insurance separate accounts of both affiliated and unaffiliated

life insurance companies and certain qualified pension and retirement plans (the

"Exemptive Order"); and



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

insurance policies and/or variable annuity contracts under the 1933 Act (the

"Contracts") or will not register the Contracts in proper reliance on an

exemption from registration under the 1933 Act; and

{PAGE}



     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, to the extent permitted by applicable insurance laws and

regulation, the Company intends to purchase shares of one or more 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;



     NOW THEREFORE, in consideration of their mutual covenants contained herein,

the parties hereto agree as follows:



                                  ARTICLE I.

                              Sale of Fund Shares

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



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

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

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

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

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

and receipt by such designee shall constitute receipt by the Fund; provided that

the Fund receives notice of such order by 10:00 a.m. eastern 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 Fund calculates its net

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



     1.2. The Fund shall make [Class 1/Class 2] shares of its Portfolios

available indefinitely for purchase at the applicable net asset value per share

by the Company and its Accounts on those days on which the Fund calculates its

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

the Fund 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 Directors of the Fund (the "Directors") 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 Directors 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 Fund agrees to redeem for cash, on the Company's request, any

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

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

the Fund (or its agent) of the request for redemption, as established in

accordance with the provisions of the then current prospectus of the Fund. The

Fund shall make payment for such shares in the manner established from time to

time

{PAGE}



by the Fund, but in no event shall payment be delayed for a greater period

than is permitted by the 1940 Act.



     1.4. For the purposes of Sections 1.1 and 1.2, the Fund hereby appoints the

Company as its agent for the limited purpose of receiving and accepting purchase

and redemption orders resulting from investment in and payments under the

Contracts. Receipt by the Company shall constitute receipt by the Fund provided

that (i) such orders are received by the Company in good order prior to the time

the net asset value of each Portfolio is priced in accordance with its

prospectus and (ii) the Fund receives notice of such orders by 10:00 a.m.

eastern time on the next following Business Day. "Business Day" shall mean any

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