Exhibit 9(c)(9)(1)

                             PARTICIPATION AGREEMENT

         PARTICIPATION  AGREEMENT (the  "Agreement") made by and between SCUDDER
VARIABLE LIFE  INVESTMENT  FUND (the "Fund"),  a  Massachusetts  business  trust
created  under a Declaration  of Trust dated March 15, 1985, as amended,  with a
principal  place  of  business  in  Boston,   Massachusetts  and  [PARTICIPATING
INSURANCE COMPANY], a [STATE OF INCORPORATION] corporation (the "Company"), with
a principal place of business in [PRINCIPAL PLACE OF BUSINESS,  CITY,  STATE] on
behalf of [SEPARATE  ACCOUNT NAME] , a separate account of the Company,  and any
other separate  account of the Company as designated by the Company from time to
time, upon written notice to the Fund in accordance with Section 9 herein (each,
an "Account").

         WHEREAS,  the Fund  acts as the  investment  vehicle  for the  separate
accounts  established for variable life insurance  policies and variable annuity
contracts  (collectively referred to herein as "Variable Insurance Products") to
be  offered  by  insurance  companies  which  have  entered  into  participation
agreements substantially identical to this Agreement  ("Participating  Insurance
Companies") and their affiliated insurance companies; and

         WHEREAS,  the  beneficial  interest in the Fund is divided into several
series  of shares of  beneficial  interest  without  par value  ("Shares"),  and
additional  series of Shares may be  established,  each designated a "Portfolio"
and representing the interest in a particular  managed  portfolio of securities;
and

         WHEREAS, each Portfolio of the Fund, except the Money Market Portfolio,
is divided into two classes of Shares,  and additional  classes of Shares may be
established; and

         WHEREAS,  the Parties desire to evidence their  agreement as to certain
other matters,

         NOW  THEREFORE,  in  consideration  of the  foregoing  and  the  mutual
covenants and  agreements  hereinafter  contained,  the parties  hereto agree as
follows:
 
        1.       Duty of Fund to Sell.
                 ---------------------

         The Fund shall make its Shares available for purchase at the applicable
net  asset  value  per  Share by  Participating  Insurance  Companies  and their
affiliates and separate  accounts on those days on which the Fund calculates its

<PAGE>

net asset value  pursuant to rules of the  Securities  and Exchange  Commission;
provided,  however,  that the  Trustees of the Fund 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 Trustees,  necessary in
the best interest of the shareholders of any Portfolio.

         2.       Fund Materials.
                  ---------------

         The Fund,  at its  expense,  shall  provide the Company or its designee
with  camera-ready  copy or  computer  diskette  versions  of all  prospectuses,
statements of additional  information,  annual and semi-annual reports and proxy
materials (collectively,  "Fund Materials") to be printed and distributed by the
Company or its broker/dealer to the Company's  existing or prospective  contract
owners,  as  appropriate.  The Company  agrees to bear the cost of printing  and
distributing such Fund Materials.

         3.       Requirement to Execute Participation Agreement; Requests.
                  ---------------------------------------------------------

         Each Participating  Insurance Company shall, prior to purchasing Shares
in  the  Fund,  execute  and  deliver  a  participation   agreement  in  a  form
substantially identical to this Agreement.

         The  Fund  shall  make   available,   upon  written  request  from  the
Participating  Insurance  Company given in accordance  with Paragraph 9, to each
Participating  Insurance  Company  which has  executed  an  Agreement  and which
Agreement  has not been  terminated  pursuant  to  Paragraph 7 (i) a list of all
other  Participating  Insurance  Companies,  and (ii) a copy of the Agreement as
executed by any other Participating Insurance Company.

         The Fund shall also make available  upon request to each  Participating
Insurance  Company which has executed an Agreement  and which  Agreement has not
been terminated pursuant to Paragraph 7, the net asset value of any Portfolio of
the Fund as of any date upon which the Fund  calculates  the net asset  value of
its Portfolios for the purpose of purchase and redemption of Shares.

         4.       Indemnification.
                  ----------------

         (a) The Company agrees to indemnify and hold harmless the Fund and each
of its Trustees  and  officers  and each  person,  if any, who controls the Fund
within  the  meaning of Section  15 of the  Securities  Act of 1933 (the  "Act")
against  any  and  all  losses,  claims,  damages,   liabilities  or  litigation


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<PAGE>

(including  legal and other  expenses),  arising out of the  acquisition  of any
Shares  by any  person,  to  which  the  Fund  or  such  Trustees,  officers  or
controlling person may become subject under the Act, under any other statute, at
common law or  otherwise,  which (i) may be based upon any  wrongful  act by the
Company, any of its employees or representatives, any affiliate of or any person
acting on behalf of the  Company or a  principal  underwriter  of its  insurance
products,  or (ii) may be based upon any  untrue  statement  or  alleged  untrue
statement of a material fact contained in a registration statement or prospectus
covering Shares or any amendment  thereof or supplement  thereto or the omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or necessary to make the  statements  therein not  misleading  if such a
statement or omission  was made in reliance  upon  information  furnished to the
Fund by the  Company,  or (iii) may be based on any untrue  statement or alleged
untrue  statement of a material fact  contained in a  registration  statement or
prospectus  covering  insurance  products  sold by the Company or any  insurance
company which is an affiliate thereof,  or any amendments or supplement thereto,
or the omission or alleged omission to state therein a material fact required to
be stated  therein or necessary to make the statement or statements  therein not
misleading,  unless  such  statement  or  omission  was  made in  reliance  upon
information  furnished  to the Company or such  affiliate by or on behalf of the
Fund; provided, however, that in no case (i) is the Company's indemnity in favor
of a Trustee or officer or any other  person  deemed to protect  such Trustee or
officer or other  person  against any  liability  to which any such person would
otherwise  be  subject  by reason of willful  misfeasance,  bad faith,  or gross
negligence  in the  performance  of his  duties  or by  reason  of his  reckless
disregard of obligations  and duties under this Agreement or (ii) is the Company
to be liable under its indemnity  agreement  contained in this  Paragraph 4 with
respect to any claim made against the Fund or any person  indemnified unless the
Fund or such  person,  as the case may be,  shall have  notified  the Company in
writing  pursuant to Paragraph 9 within a  reasonable  time after the summons or
other first legal process  giving  information of the nature of the claims shall
have been  served  upon the Fund or upon such  person (or after the Fund or such
person shall have received notice of such service on any designated  agent), but
failure to notify the  Company of any such claim  shall not  relieve the Company
from any  liability  which it has to the Fund or any  person  against  whom such
action is brought otherwise than on account of its indemnity agreement contained


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<PAGE>

in this  Paragraph 4. The Company shall be entitled to  participate,  at its own
expense, in the defense,  or, if it so elects, to assume the defense of any suit
brought to enforce any such liability,  but, if it elects to assume the defense,
such defense shall be conducted by counsel chosen by it and  satisfactory to the
Fund, to its officers and  Trustees,  or to any  controlling  person or persons,
defendant or  defendants  in the suit.  In the event that the Company  elects to
assume the  defense of any such suit and retain  such  counsel,  the Fund,  such
officers and Trustees or controlling person or persons,  defendant or defendants
in the suit, shall bear the fees and expenses of any additional counsel retained
by them,  but, in case the  Company  does not elect to assume the defense of any
such suit,  the Company will  reimburse the Fund,  such officers and Trustees or
controlling  person or persons,  defendant or defendants  in such suit,  for the
reasonable fees and expenses of any counsel retained by them. The Company agrees
promptly to notify the Fund pursuant to Paragraph 9 of the  commencement  of any
litigation or  proceedings  against it in connection  with the issue and sale of
any Shares.

         (b) The Fund agrees to indemnify and hold harmless the Company and each
of its directors and officers and each person,  if any, who controls the Company
within the meaning of Section 15 of the Act against any and all losses,  claims,
damages, liabilities or litigation (including legal and other expenses) to which
it or such  directors,  officers or controlling  person may become subject under
the Act, under any other statute, at common law or otherwise, arising out of the
acquisition of any Shares by any person which (i) may be based upon any wrongful
act by  the  Fund,  any  of its  employees  or  representatives  or a  principal
underwriter  of the Fund,  or (ii) may be based  upon any  untrue  statement  or
alleged  untrue  statement  of a  material  fact  contained  in  a  registration
statement or prospectus  covering Shares or any amendment  thereof or supplement
thereto or the  omission or alleged  omission to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading  unless  such  statement  or  omission  was  made  in  reliance  upon
information  furnished  to the Fund by the  Company or (iii) may be based on any
untrue  statement or alleged untrue  statement of a material fact contained in a
registration  statement or prospectus  covering  insurance  products sold by the
Company,  or any  amendment or  supplement  thereto,  or the omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statement or statements  therein not  misleading,  if such


                                       4
<PAGE>

statement or omission  was made in reliance  upon  information  furnished to the
Company by or on behalf of the Fund; provided,  however,  that in no case (i) is
the  Fund's  indemnity  in favor of a director  or  officer or any other  person
deemed to protect such director or officer or other person against any liability
to which any such  person  would  otherwise  be  subject  by  reason of  willful
misfeasance,  bad faith, or gross negligence in the performance of his duties or
by reason of his  reckless  disregard  of  obligations  and  duties  under  this
Agreement  or (ii) is the  Fund  to be  liable  under  its  indemnity  agreement
contained  in this  Paragraph  4 with  respect to any claims  made  against  the
Company or any such director,  officer or  controlling  person unless it or such
director, officer or controlling person, as the case may be, shall have notified
the Fund in writing  pursuant to Paragraph 9 within a reasonable  time after the
summons or other first legal  process  giving  information  of the nature of the
claim  shall  have  been  served  upon  it or upon  such  director,  officer  or
controlling  person  (or  after  the  Company  or  such  director,   officer  or
controlling  person shall have received notice of such service on any designated
agent),  but  failure to notify the Fund of any claim  shall not relieve it from
any  liability  which it may have to the  person  against  whom  such  action is
brought otherwise than on account of its indemnity  agreement  contained in this
Paragraph.  The Fund will be entitled to  participate  at its own expense in the
defense,  or, if it so  elects,  to assume the  defense  of any suit  brought to
enforce any such liability,  but if the Fund elects to assume the defense,  such
defense  shall be  conducted  by counsel  chosen by it and  satisfactory  to the
Company, its directors,  officers or controlling person or persons, defendant or
defendants,  in the suit.  In the event the Fund elects to assume the defense of
any such suit and retain such counsel, the Company,  its directors,  officers or
controlling  person or persons,  defendant or defendants in the suit, shall bear
the fees and expenses of any additional  counsel  retained by them, but, in case
the Fund  does  not  elect to  assume  the  defense  of any such  suit,  it will
reimburse  the  Company or such  directors,  officers or  controlling  person or
persons,  defendant  or  defendants  in the suit,  for the  reasonable  fees and
expenses of any counsel retained by them. The Fund agrees promptly to notify the
Company  pursuant  to  Paragraph  9 of the  commencement  of any  litigation  or
proceedings against it or any of its officers or Trustees in connection with the
issuance or sale of any Shares.

                                       5
<PAGE>

         The  provisions of this Section 4 shall survive the  termination of the
Agreement.

         5.       Procedure for Resolving Irreconcilable Conflicts.
                  -------------------------------------------------

         (a) The  Trustees of the Fund will monitor the  operations  of the Fund
for the existence of any material irreconcilable conflict among the interests of
all the contract holders and policy owners of Variable  Insurance  Products (the
"Participants")   of  all  separate   accounts   investing   in  the  Fund.   An
irreconcilable  material  conflict may arise,  among other things,  from: (a) an
action by any state insurance regulatory  authority;  (b) a change in applicable
insurance  laws or  regulations;  (c) a tax ruling or  provision of the Internal
Revenue Code or the regulations  thereunder;  (d) any other development relating
to the  tax  treatment  of  insurers,  contract  holders  or  policy  owners  or
beneficiaries  of  Variable  Insurance  Products;  (e) the  manner  in which the
investments  of any  Portfolio  are being  managed;  (f) a difference  in voting
instructions  given by variable annuity contract  holders,  on the one hand, and
variable life  insurance  policy  owners,  on the other hand, or by the contract
holders or policy owners of different  participating insurance companies; or (g)
a decision by an insurer to override the voting  instructions  of  Participants.

         (b) The Company will be  responsible  for  reporting  any  potential or
existing  conflicts to the Trustees of the Fund. The Company will be responsible
for  assisting  the Trustees in carrying out their  responsibilities  under this
Paragraph  5(b)  and  Paragraph   5(a),  by  providing  the  Trustees  with  all
information reasonably necessary for the Trustees to consider the issues raised.
The Fund will also request its investment  adviser to report to the Trustees any
such  conflict  which  comes  to  the  attention  of the  adviser.  

         (c) If it is determined by a majority of the Trustees of the Fund, or a
majority of its disinterested  Trustees, that a material irreconcilable conflict
exists  involving the Company,  the Company  shall,  at its expense,  and to the
extent reasonably  practicable (as determined by a majority of the disinterested
Trustees),  take whatever  steps are  necessary to eliminate the  irreconcilable
material conflict,  including withdrawing the assets allocable to some or all of
the  separate  accounts  from the Fund or any  Portfolio  or class  thereof  and
reinvesting  such assets in a different  investment  medium,  including  another
Portfolio of the Fund or class  thereof,  offering to the affected  Participants


                                       6
<PAGE>

the  option  of  making  such a change  or  establishing  a new  funding  medium
including a registered  investment company. 

         For purposes of this Paragraph 5(c), the Trustees, or the disinterested
Trustees, shall determine whether or not any proposed action adequately remedies
any  irreconcilable  material  conflict.  In the event of a determination of the
existence of an irreconcilable  material conflict,  the Trustees shall cause the
Fund to take such action,  such as the  establishment  of one or more additional
Portfolios or classes,  as they in their sole discretion  determine to be in the
interest of all shareholders and Participants in view of all applicable factors,
such as cost, feasibility, tax, regulatory and other considerations. In no event
will the Fund be  required  by this  Paragraph  5(c) to  establish a new funding
medium for any variable contract or policy. 

         The Company shall not be required by this Paragraph 5(c) to establish a
new funding medium for any variable  contract or policy if an offer to do so has
been declined by a vote of a majority of the Participants  materially  adversely
affected by the material irreconcilable  conflict. The Company will recommend to
its  Participants  that they decline an offer to establish a new funding  medium
only if the Company believes it is in the best interest of the Participants. 

         (d) The Trustees'  determination of the existence of an  irreconcilable
material  conflict and its  implications  promptly shall be  communicated to all
Participating Insurance Companies by written notice thereof delivered or mailed,
first class postage prepaid.

         6.       Voting Privileges.
                  ------------------

         The Company shall be responsible for assuring that its separate account
or accounts  participating in the Fund shall use a calculation  method of voting
procedures substantially the same as the following: those Participants permitted
to give  instructions  and the  number of Shares for which  instructions  may be
given  will be  determined  as of the  record  date for the  Fund  shareholders'
meeting,  which shall not be more than 60 days  before the date of the  meeting.
Whether  or  not  voting   instructions  are  actually  given  by  a  particular
Participant, all Fund shares held in any separate account or sub-account thereof
and attributable to policies will be voted for, against, or withheld from voting
on any proposition in the same proportion as (i) the aggregate  record date cash
value held in such sub-account for policies giving  instructions,  respectively,
to vote for, against,  or withhold votes on such proposition,  bears to (ii) the


                                       7
<PAGE>

aggregate  record date cash value held in the  sub-account  for all policies for
which voting instructions are received.  Participants  continued in effect under
lapse options will not be permitted to give voting instructions.  Shares held in
any other insurance  company general or separate account or sub-account  thereof
will be voted in the proportion  specified in the second preceding  sentence for
shares  attributable to policies.  

         7.       Duration and Termination.
                  -------------------------

         This  Agreement  shall  continue  in effect for five (5) years from the
date of its  execution.  This  Agreement  may be  terminated at any time, at the
option of either of the  Company or the Fund,  when  neither  the  Company,  any
insurance company nor the separate account or accounts of such insurance company
which is an affiliate thereof which is not a Participating Insurance Company own
any Shares of the Fund or may be  terminated  by either  party to the  Agreement
upon a determination by a majority of the Trustees of the Fund, or a majority of
its disinterested  Trustees,  following certification thereof by a Participating
Insurance  Company given in accordance  with Paragraph 9 that an  irreconcilable
conflict  exists  among the  interests  of (i) all  contract  holders and policy
holders of  Variable  Insurance  Products of all  separate  accounts or (ii) the
interests of the  Participating  Insurance  Companies  investing in the Fund. If
this  Agreement  is so  terminated,  the  Fund  may,  at  any  time  thereafter,
automatically  redeem  the  Shares  of any  Portfolio  held  by a  Participating
Shareholder.  

         8.       Compliance.
                  -----------

         The Fund will comply with the provisions of Section  4240(a) of the New
York Insurance Law.

         Each Portfolio of the Fund will use its best efforts to comply with the
provisions  of Section  817(h) of the Internal  Revenue Code of 1986, as amended
(the "Code"),  relating to  diversification  requirements for variable  annuity,
endowment and life insurance contracts. Specifically, each Portfolio will comply
with either (i) the requirement of Section 817(h)(1) of the Code that its assets
be  adequately  diversified,  or (ii)  the  "Safe  Harbor  for  Diversification"
specified  in Section  817(h)(2)  of the Code,  or (iii) in the case of variable
life  insurance  contracts  only,  the  diversification  requirement  of Section
817(h)(1)  of the Code by  having  all or part of its  assets  invested  in U.S.


                                       8
<PAGE>

Treasury  securities  which  qualify for the "Special  Rule for  Investments  in
United States Obligations"  specified in Section 817(h)(3) of the Code. The Fund
will notify the Company immediately upon having a reasonable basis for believing
that a Portfolio has ceased to comply with the requirements of Section 817(h) of
the Code or that the Portfolio might not so comply in the future.

         The  provisions  of  Paragraphs  5 and 6 of  this  Agreement  shall  be
interpreted in a manner  consistent with any Rule or order of the Securities and
Exchange  Commission  under the  Investment  Company  Act of 1940,  as  amended,
applicable to the parties hereto.  

         No  Shares  of any  Portfolio  of the Fund  may be sold to the  general
public.  

         9.       Notices.
                  --------

         Any  notice  shall be  sufficiently  given when sent by  registered  or
certified  mail to the other  party at the address of such party set forth below
or at such other  address as such party may from time to time specify in writing
to the other party. 

         If to the Fund:

                  Scudder Variable Life Investment Fund
                  Two International Place
                  Boston, Massachusetts  02110
                  (617) 295-2275
                  Attn:  David B. Watts

         If to the Company:




         10.      Massachusetts Law to Apply.
                  ---------------------------

         This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.

         11.      Miscellaneous.
                  --------------

         The name "Scudder  Variable Life Investment Fund" is the designation of
the  Trustees  for the time being under a  Declaration  of Trust dated March 15,
1985, as amended,  and all persons dealing with the Fund must look solely to the
property  of the Fund for the  enforcement  of any  claims  against  the Fund as
neither the  Trustees,  officers,  agents or  shareholders  assume any  personal
liability for obligations entered into on behalf of the Fund. No Portfolio shall


                                       9
<PAGE>

be liable for any obligations properly attributable to any other Portfolio.

         The  captions  in  this  Agreement  are  included  for  convenience  of
reference only and in no way define or delineate any of the provisions hereof or
otherwise  affect their  construction or effect.  This Agreement may be executed
simultaneously in two or more  counterparts,  each of which taken together shall
constitute one and the same instrument.

         12.      Entire Agreement.
                  -----------------

         This  Agreement  incorporates  the entire  understanding  and agreement
among the parties hereto,  and supersedes any and all prior  understandings  and
agreements between the parties hereto with respect to the subject matter hereof.

         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement  to be  executed  in  its  name  and  behalf  by its  duly  authorized
representative and its seal to be hereunder affixed hereto as of the ____ day of
__________, 1996.

SEAL                                      SCUDDER VARIABLE LIFE
                                            INVESTMENT FUND


                                          By:________________________________
                                             David B. Watts
                                             President


SEAL                                      [PARTICIPATING INSURANCE
                                          COMPANY]


                                          By:________________________________

                                          Its:_______________________________

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