PARTICIPATION AGREEMENT





                                      Among





                       VARIABLE INSURANCE PRODUCTS FUNDS,



                        FIDELITY DISTRIBUTORS CORPORATION



                                       and



                     PEOPLES BENEFIT LIFE INSURANCE COMPANY





             THIS AGREEMENT, made and entered into as of the 1st day of

December, 2000 by and among PEOPLES BENEFIT LIFE INSURANCE COMPANY (hereinafter

the "Company"), an Iowa corporation, on its own behalf and on behalf of each

separate 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-







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6422), granting Participating Insurance Companies and variable annuity and

variable life 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 Company has registered or will register certain

variable life insurance and variable annuity contracts under the 1933 Act; and



             WHEREAS, each Account is a duly organized, validly existing

separate 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 and variable

life 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, 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;









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{PAGE}   3



AGREEMENT



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

Company, the Underwriter and each Fund agree as follows:



                          ARTICLE A. Form of Agreement



             Although the parties have executed this Agreement in the form of a

Master Participation Agreement for administrative convenience, this Agreement

shall create a separate participation agreement for each Fund, as though the

Company and the Distributor had executed a separate, identical form of

participation agreement with each Fund. No rights, responsibilities or

liabilities of any Fund shall be attributed to any other Fund.



                         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 9:30 a.m. Boston time on

the next following Business Day. Beginning within three months of the effective

date of this Amendment, the Company agrees that all order for the purchase and

redemption of Fund shares on behalf of the Accounts will be placed by the

Company with the Funds or their transfer agent by electronic transmission.

"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 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 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

Board of Trustees of the Fund (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 Fund and the Underwriter agree that shares of the Fund

will be sold only to Participating Insurance Companies and their separate

accounts. No shares of any Portfolio will be sold to the general public.







                                       3

{PAGE}   4



             1.4. The Fund and the Underwriter will not sell Fund shares to any

insurance company or separate account unless an agreement containing provisions

substantially the same as Articles I, III, V, VII and Section 2.5 of Article II

of this Agreement is in effect to govern such sales.

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