DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT
                             PARTICIPATION AGREEMENT

                                      AMONG

                        PIONEER VARIABLE CONTRACTS TRUST,

                            [INSURANCE COMPANY NAME]

                       PIONEER INVESTMENT MANAGEMENT, INC.

                                       AND

                         PIONEER FUNDS DISTRIBUTOR, INC.

         THIS AGREEMENT, made and entered into this [date], by and among PIONEER
VARIABLE CONTRACTS TRUST, a Delaware business trust (the "Trust"), [NAME OF
INSURANCE COMPANY] , a [state] life insurance company (the "Company") on its own
behalf and on behalf of each of the segregated asset accounts of the Company set
forth in Schedule A hereto, as may be amended from time to time (the
"Accounts"), PIONEER INVESTMENT MANAGEMENT, INC., a Delaware corporation ("PIM")
and Pioneer Funds Distributor, Inc. ("PFD"), a corporation organized under the
laws of The Commonwealth of Massachusetts.

         WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and its shares are registered or will be registered under the Securities Act of
1933, as amended (the "1933 Act");

         WHEREAS, shares of beneficial interest of the Trust are divided into
several series and classes of shares, each series being designated a "Portfolio"
and representing an interest in a particular managed pool of securities and
other assets;

         WHEREAS, the Trust is available to act as the investment vehicle for
separate accounts established for variable life insurance policies and/or
variable annuity contracts to be offered by insurance companies, including [Name
of insurance company] , which have entered into participation agreements similar
to this Agreement (the "Participating Insurance Companies");

         WHEREAS, the Trust has obtained an order form the Securities and
Exchange Commission (the "SEC"), dated July 9, 1997 (File No. 812-10494) (the
"Mixed and Shared Funding Exemptive Order") granting Participating Insurance
Companies and variable annuity and variable life insurance separate accounts
exemptions form 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 Trust to be sold to and held by variable
annuity and variable life insurance companies that may or may not be affiliated
with one another and qualified pension and retirement plans ("Qualified Plans");

         WHEREAS, PIM is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and any applicable state securities
law, and is the Trust's investment adviser;

         WHEREAS, the Company will issue certain variable annuity and/or
variable life insurance contracts (individually, the "Contract" or,
collectively, the "Contracts") which, if required by applicable law, will be
registered under the 1933 Act;

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         WHEREAS, the Accounts are duly organized, validly existing segregated
asset accounts, established by resolution of the Board of Directors of the
Company, to set aside and invest assets attributable to the aforesaid variable
annuity and/or variable life insurance contracts that are allocated to the
Accounts (the Contracts and the Accounts covered by this Agreement, and each
corresponding Portfolio covered by this Agreement in which the Accounts invest,
is specified in Schedule A attached hereto as may be modified from time to
time);

         WHEREAS, the Company has registered or will register the Accounts as
unit investment trusts under the 1940 Act (unless exempt therefrom);

         WHEREAS, the Portfolios offered by the Trust to the Company and the
Accounts are set forth on Schedule A attached hereto;

         WHEREAS, Pioneer Funds Distributors, Inc. (the "Underwriter") is
registered as a broker-dealer with the Securities and Exchange Commission (the
"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. (the "NASD") and is authorized to sell shares of the
Portfolios to unit investment trusts such as the Accounts;

         WHEREAS, [underwriter name], the underwriter for the individual
variable annuity and the variable life policies, is registered as a
broker-dealer with the SEC under the 1934 Act and is a member in good standing
of the NASD; and

         WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in one or more of the
Portfolios specified in Schedule A attached hereto (the "Shares") on behalf of
the Accounts to fund the Contracts, and PFD intends to sell such Shares to the
Accounts at net asset value;

         NOW, THEREFORE, in consideration of their mutual promises, the Trust,
PIM, PFD and the Company agree as follows:

ARTICLE I.  SALE OF TRUST SHARES

         1.1. PFD agrees to sell to the Company those Shares which the Accounts
         order (based on orders placed by Contract owners on that Business Day,
         as defined below) and which are available for purchase by such
         Accounts, 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. For purposes of this Section 1.1, the Company shall be
         the designee of the Trust for receipt of such orders from Contract
         owners and receipt by such designee shall constitute receipt by the
         Trust; PROVIDED that the Trust receives notice of such orders by the
         time the Trust ordinarily calculates its net asset value as described
         from time to time in the Trust's prospectus (which as of the date of
         this Agreement is 4:00 p.m. New York time on such Business Day.
         "Business Day" shall mean any day on which the New York Stock Exchange,
         Inc. (the "NYSE") is open for trading and on which the Trust calculates
         its net asset value pursuant to the rules of the SEC.

         1.2. PFD agrees to make the Shares available for purchase at the
         applicable net asset value per share by the Company and the Accounts on
         those days on which the Trust calculates its net asset value pursuant
         to rules of the SEC and the Trust shall calculate such net asset value
         on each day

                                      -2-

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         which the NYSE is open for trading. Notwithstanding the foregoing,
         the Board of Trustees of the Trust (the "Board") may refuse to
         sell any Shares to the Company and the Accounts, or suspend or
         terminate the offering of the Shares 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 its
         fiduciary duties under federal and any applicable state laws, necessary
         in the best interest of the Shareholders of such Portfolio.

         1.3. The Trust and PFD will not sell Trust shares to any insurance
         company or separate account unless an agreement containing provisions
         substantially the same as Articles III and VII of this Agreement is in
         effect to govern such sales. The Company will not resell the Shares
         except to the Trust or its agents.

         1.4. The Trust agrees to redeem for cash, on the Company's request, any
         full or fractional Shares held by the Accounts (based on orders placed
         by Contract owners on that Business Day), 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 Contract owners and receipt by
         such designee shall constitute receipt by the Trust; provided that the
         Trust receives notice of such request for redemption by the time the
         Trust ordinarily calculates its net asset value as described from time
         to time in the Trust's prospectus (which as of the date of this
         Agreement is 4:00 p.m. New York time on such Business Day.

         1.5. Each purchase, redemption and exchange order placed by the Company
         shall be placed separately for each Portfolio and shall not be netted
         with respect to any Portfolio. However, with respect to payment of the
         purchase price by the Company and of redemption proceeds by the Trust,
         the Company and the Trust shall net purchase and redemption orders with
         respect to each Portfolio and shall transmit one net payment for all of
         the Portfolios in accordance with Section 1.6 hereof.

         1.6. In the event of net purchases, the Company shall pay for the
         Shares by 11:00 a.m. New York time on the next Business Day after an
         order to purchase the Shares is made in accordance with the provisions
         of Section 1.1. hereof. In the event of net redemptions, the Trust
         shall pay the redemption proceeds by 11:00 a.m. New York time on the
         next Business Day after an order to redeem the shares is made in
         accordance with the provisions of Section 1.4. hereof. All such
         payments shall be in federal funds transmitted by wire. If payment in
         federal funds for any purchase is not received or is received by the
         Trust after 11:00 a.m. on such Business Day, the Company shall
         promptly, upon the Trust's request, reimburse the Trust for any
         charges, costs, fees, interest or other expenses incurred by the Trust
         in connection with any advances to, or borrowings or overdrafts by, the
         Trust, or any similar expenses incurred by the Trust solely as a reuslt
         of portfolio transactions effected by the Trust based upon such
         purchase request. In the event of net redemptions, the Trust ordinarily
         shall pay and transmit the proceeds of redemptions of Shares by 11:00
         a.m. New York time on the next Business Day after a redemtpion order is
         received in accordance with Section 1.4. hereof, although the Trust
         reserves the to postpone the date of payment or satisfaction upon
         redemption consistent with Section 22(e) of the 1940 Act and any rules
         pomulgated thereunder. Payment shall be in federal funds transmitted by
         wire.

         1.7. Issuance and transfer of the Shares will be by book entry only.
         Stock certificates will not be issued to the Company or the Accounts.
         The Shares ordered from the Trust will be recorded in an appropriate
         title for the Accounts or the appropriate subaccounts of the Accounts.

                                      -3-

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         1.8. The Trust shall furnish notice (by wire or telephone, followed by
         written confirmation) no later than 7:00 p.m. New York time on the
         ex-dividend date to the Company of any dividends or capital gain
         distributions payable on the Shares. The Company hereby elects to
         receive all such dividends and distributions as are payable on a
         Portfolio's Shares in additional Shares of that Portfolio. The Trust
         shall notify the Company by the end of the next following Business Day
         of the number of Shares so issued as payment of such dividends and
         distributions.

         1.9. The Trust or its custodian shall make the net asset value per
         share for each Portfolio available to the Company on each Business Day
         as soon as reasonably practical after the net asset value per share is
         calculated and shall use its best efforts to make such net asset value
         per share available by 6:00 p.m. New York time. In the event of an
         error in the computation of a Portfolio's net asset value per share
         ("NAV") or any dividend or capital gain distribution (each, a "pricing
         error"), PIM or the Trust shall notify the Company as soon as possible
         after the discovery of the error. Such notification may be verbal, but
         shall be confirmed promptly in writing in accordance with Article XII
         of this Agreement. A pricing error shall be corrected in accordance
         with the Trust's internal policies and procedures, copies of which have
         been provided to the Company. The Trust will provide the Company with
         an updated copy of such policies and procedures in the event of any
         material changes thereto. If an adjustment is necessary to correct a
         material error through no fault of the Company which has caused
         Contract owners to receive less than the amount to which they are
         entitled, the number of shares of the applicable Account will be
         adjusted and the amount of any underpayments will be credited by the
         Trust or PIM to the Company for crediting of such amounts to the
         Contract owners' accounts. Upon notification by PIM of any overpayment
         due to a material error, the Company shall promptly remit to the Trust
         or PIM, as appropriate, any overpayment that has not been paid to
         Contract owner; however, PIM acknowledges that the Company does not
         intend to seek additional payments form any Contract owner who, because
         of a pricing error, may have underpaid for units of interest credited
         to his/her account. In no event shall the Company be liable to Contract
         owners for any such adjustments or underpayment amounts for which the
         Company is not at fault. The costs of correcting such adjustments shall
         be borne by the Trust or PIM unless the Company is at fault in which
         case such costs shall be borne by the Company.

ARTICLE II.  CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS

         2.1. The Company represents and warrants that the Contracts are or will
         be registered under the 1933 Act or are exempt from or not subject to
         registration thereunder, and that the Contracts will be issued, sold,
         and distributed in compliance in all material respects with all
         applicable state and federal laws, including without limitation the
         1933 Act, the Securities Exchange Act of 1934, as amended (the "1934
         Act"), and the 1940 Act. The Company further represents and warrants
         that it is an insurance company duly organized and in good standing
         under applicable law and that it has legally and validly established
         the Account as a segregated asset account under applicable law and has
         registered or, prior to any issuance or sale of the Contracts, will
         register the Accounts as unit investment trusts in accordance with the
         provisions of the 1940 Act (unless exempt therefrom) to serve as
         segregated investment accounts for the Contracts, and that it will
         maintain such registration for so long as any Contracts are
         outstanding. The Company shall amend the registration statements under
         the 1933 Act for the Contracts and the registration statements under
         the 1940 Act for the Accounts from time to time as required in order to
         effect the continuous offering of the Contracts or as may otherwise be
         required by applicable law. The Company shall

                                      -4-

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         register and qualify the Contracts for sales in accordance with the
         securities laws of the various states only if and to the extent deemed
         necessary by the Company.

         2.2. The Company represents and warrants that the Contracts are
         currently and at the time of issuance will be treated as life
         insurance, endowment or annuity contract under applicable provisions of
         the Internal Revenue Code of 1986, as amended (the "Code"), that it
         will maintain such treatment and that it will notify the Trust or PIM
         immediately upon having a reasonable basis for believing that the
         Contracts have ceased to be so treated or that they might not be so
         treated in the future.

         2.3. The Company represents and warrants that [underwriter name], the
         underwriter for the individual variable annuity contracts and the
         variable life policies, is a member in good standing of the NASD and is
         a registered broker-dealer with the SEC. The Company represents and
         warrants that the Company and [underwriter name] will sell and
         distribute such contracts and policies in accordance in all material
         respects with all applicable state and federal securities laws,
         including without limitation the 1933 Act, the 1934 Act, and the 1940
         Act.

         2.4. The Trust represents and warrants that the Shares sold pursuant to
         this Agreement shall be registered under the 1933 Act, duly authorized
         for issuance and sold in compliance with the laws of Delaware and all
         applicable federal and state securities laws and that the Trust is and
         shall remain registered under the 1940 Act. The Trust shall amend the
         registration statement for its Shares under the 1933 Act and the 1940
         Act from time to time as required in order to effect the continuous
         offering of its Shares. The Trust shall register and qualify the Shares
         for sale in accordance with the laws of the various states only if and
         to the extent deemed necessary by the Trust.

         2.5. PFD represents and warrants that it is a member in good standing
         of the NASD and is registered as a broker-dealer with the SEC. The
         Trust and PFD represent that the Trust and PFD will sell and distribute
         the Shares in accordance in all material respects with all applicable
         state and federal securities laws, including without limitation the
         1933 Act, the 1934 Act, and the 1940 Act.

         2.6. The Trust represents that it is lawfully organized and validly
         existing under the laws of the State of Delaware and that it does and
         will comply in all material respects with the 1940 Act and any
         applicable regulations thereunder. The Trust further represents that it
         has adopted a pursuant to Rule 12b-1 under the 1940 Act and imposes an
         asset-based charge to finance its distribution expenses with respect to
         the Class II shares of certain of the Trust's Portfolios as permitted
         by applicable law and regulation.

         2.7. PIM represents and warrants that it is and shall remain duly
         registered under all applicable federal securities laws and that it
         shall perform its obligations for the Trust in compliance in all
         material respects with any applicable federal securities laws and with
         the securities laws of The Commonwealth of Massachusetts. PIM
         represents and warrants that it is not subject to state securities laws
         other than the securities laws of The Commonwealth of Massachusetts and
         that it is exempt from registration as an investment adviser under the
         securities laws of The Commonwealth of Massachusetts.

         2.8. No less frequently than annually, the Company shall submit to the
         Board such reports, material or data as the Board may reasonably
         request so that it may carry out fully the obligations imposed upon it
         by the conditions contained in the Mixed and Shared Funding Exemptive
         Order pursuant to which the SEC has granted exemptive relief to permit
         mixed and shared funding.

                                      -5-

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         2.9. The Trust and PIM represent and warrant that all of their
         respective officers, employees, investment advisers, and other
         individuals or entities dealing with the money and/or securities of the
         Trust are, and shall continue to be at all times, covered by one or
         more blanket fidelity bonds or similar coverage for the benefit of the
         Trust in an amount not less than the minimal coverage required by Rule
         17g-1 under the 1940 Act or related provisions as may be promulgated
         form time to time. The aforesaid bonds shall include coverage for
         larceny and embezzlement and shall be issued by a reputable bonding
         company. The Company represents and warrants that all of its respective
         officers, employees, and other individuals or entities employed or
         controlled b the Company dealing with the money and/or securities of
         the Trust are, and shall continue to be at all times, covered by a
         blanket fidelity bond or similar coverage in an deemed appropriate by
         the Company. The aforesaid bond shall include coverage for larceny and
         embezzlement and shall be issued by a reputable bonding company. The
         Company agrees that any amounts received under such bond relating to a
         claim arising under this Agreement will be held by the Company for the
         benefit of the Trust. The company agrees to make all reasonable efforts
         to maintain such bond and agrees to notify the Trust and PIM in writing
         in the event such coverage terminates.

         2.10. The Company represents and warrants, for purposes other than
         diversification under Section 817 of the Internal Revenue Code of 1986
         as amended ("the code"), that the Contracts are currently at the time
         of issuance and, assuming the Trust meets the requirements of Article
         VI, will be treated as annuity contracts under applicable provisions of
         the Code, and that it will make every effort to maintain such treatment
         and that it will notify the Trust, PFD and PIM immediately upon having
         a reasonable basis for believing that the Contracts have ceased to be
         so treated or that they might not be so treated in the future. In
         addition, the Company represents and warrants that the Account is a
         "segregated asset account" and that interests in the Account are
         offered exclusively through the purchase of or transfer into a
         "variable contract" within the meaning of such terms under Section 817
         of the Code and the regulations thereunder. The Company will use every
         effort to continue to meet such definitional requirements, and it will
         notify the Trust, PFD and PIM immediately upon having a reasonable
         basis for believing that such requirements have ceased to be met or
         that they might not be met in the future. The Company represents and
         warrants that it will not purchase Trust shares with assets derived
         from tax-qualified retirement plans except, indirectly, through
         Contracts purchased in connection with such plans.

ARTICLE III.  PROSPECTUS AND PROXY STATEMENTS; VOTING

         3.1. At least annually, the Trust or its designee shall provide the
         Company, free of charge, with as many copies of the current prospectus
         (describing only the Portfolios listed in Schedule A hereto) for the
         Shares as the Company may reasonably request for distribution to
         existing Contract owners whose Contracts are funded by such Shares. The
         Trust or its designee shall provide the Company, at the Company's
         expense, with as many copies of the current prospectus for the Shares
         as the Company may reasonably request for distribution to prospective
         purchasers of Contracts. If requested by the Company in lieu thereof,
         the Trust or its designee shall provide such documentation (including a
         "camera ready" copy of the new prospectus as set in type or, at the
         request of the Company, as a diskette in the form sent to the financial
         printer) and other assistance as is reasonably necessary in order for
         the parties hereto once each year (or more frequently if the prospectus
         for the Shares is supplemented or amended) to have the prospectus for
         the Contracts and the prospectus for the Shares printed together in one
         document; the expenses of such printing to be apportioned between (a)
         the Company and (b) the Trust or its designee in proportion to the
         number of pages of the Contract and Shares' prospectuses, taking
         account of other relevant factors

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         affecting the expense of printing, such as covers, columns, graphs
         and charts; the Trust or its designee to bear the cost of printing
         the Shares' prospectus portion of such document for distribution to
         owners of existing Contracts funded by the Shares and the Company to
         bear the expenses of printing the portion of such document relating
         to the Accounts; PROVIDED, however, that the Company shall bear all
         printing expenses of such combined documents where used for
         distribution to prospective purchasers or to owners of existing
         Contracts not funded by the Shares. In the event that the Company
         requests that the Trust or its designee provides the Trust's
         prospectus in a "camera ready," diskette format or other mutually
         agreed upon format, the Trust shall be responsible for providing the
         prospectus in the format in which it or PIM is accustomed to formatting
         prospectuses and shall bear the expense of providing the prospectus in
         such format (E.G., typesetting expenses), and the Company shall bear
         the expense of adjusting or changing the format to conform with any of
         its prospectuses, subject to PIM's approval which shall not be
         unreasonably withheld.

         3.2. The prospectus for the Shares shall state that the statement of
         additional information for the Shares is available from the Trust or
         its designee. The Trust or its designee, at its expense, shall print
         and provide such statement of additional information to the Company (or
         a master of such statement suitable for duplication by the Company) for
         distribution to any owner of a Contract funded by the Shares. The Trust
         or its designee, at the Company's expense, shall print and provide such
         statement to the Company (or a master of such statement suitable for
         duplication by the Company) for distribution to a prospective purchaser
         who requests such statement or to an owner of a Contract not funded by
         the Shares.

         3.3. The Trust or its designee shall provide the Company free of charge
         copies, if and to the extent applicable to the Shares, of the Trust's
         proxy materials, reports to Shareholders and other communications to
         Shareholders in such quantity as the Company shall reasonably require
         for distribution to Contract owners.

         3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3
         above, or of Article V below, the Company shall pay the expense of
         printing or providing documents to the extent such cost is considered a
         distribution expense. Distribution expenses would include by way of
         illustration, but are not limited to, the printing of the Shares'
         prospectus or prospectuses for distribution to prospective purchasers
         or to owners of existing Contracts not funded by such Shares.

         3.5. The Trust hereby notifies the Company that it may be appropriate
         to include in the prospectus pursuant to which a Contract is offered
         disclosure regarding the potential risks of mixed and shared funding.

         3.6.     If and to the extent required by law, the Company shall:

                  (a)      solicit voting instructions from Contract owners;

                  (b)      vote the Shares in accordance with instructions
                           received from Contract owners; and

                  (c)      vote the Shares for which no instructions have been
                           received in the same proportion as the Shares of such
                           Portfolio for which instructions have been received
                           from Contract owners;

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         so long as and to the extent that the SEC continues to interpret the
         1940 Act to require pass through voting privileges for variable
         contract owners. The Company will in no way recommend action in
         connection with or oppose or interfere with the solicitation of proxies
         for the Shares held for such Contract owners. The Company reserves the
         right to vote shares held in any segregated asset account in its own
         right, to the extent permitted by law. Participating Insurance
         Companies shall be responsible for assuring that each of their separate
         accounts holding Shares calculates voting privileges in the manner
         required by the Mixed and Shared Funding Exemptive Order. The Trust and
         PIM will notify the Company of any changes of interpretations or
         amendments to the Mixed and Shared Funding Exemptive Order.

ARTICLE IV.  SALES MATERIAL AND INFORMATION

         4.1. The Company shall furnish, or shall cause to be furnished, to the
         Trust or its designee, each piece of sales literature or other
         promotional material in which the Trust, PIM, any other investment
         adviser to the Trust, or any affiliate of PIM are named, at least ten
         (10) Business Days prior to its use. No such material shall be used if
         the Trust, PIM, or their respective designees reasonably objects to
         such use within five (5) Business Days after receipt of such material.

         4.2. The Company shall not give any information or make any
         representations or statement on behalf of the Trust, PIM, any other
         investment adviser to the Trust, or any affiliate of PIM or concerning
         the Trust or any other such entity in connection with the sale of the
         Contracts other than the information or representations contained in
         the registration statement, prospectus or statement of additional
         information for the Shares, as such registration statement, prospectus
         and statement of additional information may be amended or supplemented
         from time to time, or in reports or proxy statements for the Trust, or
         in sales literature or other promotional material approved by the
         Trust, PIM or their respective designees, except with the permission of
         the Trust, PIM or their respective designees. The Trust, PIM or their
         respective designees each agrees to respond to any request for approval
         on a prompt and timely basis. The Company shall adopt and implement
         procedures reasonably designed to ensure that information concerning
         the Trust, PIM or any of their affiliates which is intended for use
         only by brokers or agents selling the Contracts (I.E., information that
         is not intended for distribution to Contract owners or prospective
         Contract owners) is so used, and neither the Trust, PIM nor any of
         their affiliates shall be liable for any losses, damages or expenses
         relating to the improper use of such broker only materials.

         4.3. PFD shall furnish, or shall cause to be furnished, to the Company
         or its designee, each piece of sales literature or other promotional
         material in which the Company and/or the Accounts is named, at least
         ten (10) Business Days prior to its use. No such material shall be used
         if the Company or its designee reasonably objects to such use within
         five (5) Business Days after receipt of such material.

         4.4. The Trust, PIM and PFD shall not give any information or make any
         representations on behalf of the Company or concerning the Company, the
         Accounts, or the Contracts in connection with the sale of the Contracts
         other than the information or representations contained in a
         registration statement, prospectus, or statement of additional
         information for the Contracts, as such registration statement,
         prospectus and statement of additional information may be amended or
         supplemented from time to time, or in reports for the Accounts, or in
         sales literature or other promotional material approved by the Company
         or its designee, except with the permission of the Company. The Company
         or its designee agrees to respond to any request for approval on a
         prompt

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         and timely basis. The parties hereto agree that this Section 4.4.
         is neither intended to designate nor otherwise imply that PIM is
         an underwriter or distributor of the Contracts.

         4.5. The Company and the Trust (or its designee in lieu of the Company
         or the Trust, as appropriate) will each provide to the other at least
         one complete copy of all registration statements, prospectuses,
         statements of additional information, reports, proxy statements, sales
         literature and other promotional materials, applications for
         exemptions, requests for no-action letters, and all amendments to any
         of the above, that relate to the Contracts, or to the Trust or its
         Shares, prior to or contemporaneously with the filing of such document
         with the SEC or other regulatory authorities. The Company and the Trust
         shall also each promptly inform the other of the results of any
         examination by the SEC (or other regulatory authorities) that relates
         to the Contracts, the Trust or its Shares, and the party that was the
         subject of the examination shall provide the other party with a copy of
         relevant portions of any "deficiency letter" or other correspondence or
         written report regarding any such examination.

         4.6. The Trust or PIM will provide the Company with as much notice as
         is reasonably practicable of any proxy solicitation for any Portfolio,
         and of any material change in the Trust's registration statement,
         particularly any change resulting in change to the registration
         statement or prospectus or statement of additional information for any
         Account. The Trust and PIM will cooperate with the Company so as to
         enable the Company to solicit proxies from Contract owners or to make
         changes to its prospectus, statement of additional information or
         registration statement, in an orderly manner. The Trust and PIM will
         make reasonable efforts to attempt to have changes affecting Contract
         prospectuses become effective simultaneously with the annual updates
         for such prospectuses.

         4.7. For purpose of this Article IV and Article VIII, the phrase "sales
         literature or other promotional material" includes but is not limited
         to advertisements (such as material published, or designed for use in,
         a newspaper, magazine, or other periodical, radio, television,
         telephone, electronic messages or tape recording, videotape display,
         signs or billboards, motion pictures, or other public media, including,
         for example, on-line networks such as the Internet or other electronic
         media), and sales literature (such as brochures, electronic messages,
         circulars, reprints or excerpts or any other advertisement, sales
         literature, or published articles), distributed or made generally
         available to customers or the public, educational or training materials
         or communications distributed or made generally available to some or
         all agents or employees, and shareholder reports, proxy materials
         (including solicitations for voting instructions) and any other
         material constituting sales literature or advertising under the NASDR
         Conduct Rules, the 1933 Act or the 194 Act.

         4.8. At the request of any party to this Agreement, each other party
         will make available to the other party's independent auditors and/or
         representative of the appropriate regulatory agencies, all records,
         data, access to operating procedures that may be reasonably requesting
         in connection with compliance and regulatory requirements related to
         the Agreement or any party's obligations under this Agreement.

ARTICLE V.  FEES AND EXPENSES

         5.1. Neither the Trust, PIM nor PFD shall pay any fee or other
         compensation to the Company under this Agreement, other than pursuant
         to Schedule B attached hereto, and the Company shall pay no fee or
         other compensation to the Trust, PIM or PFD under this Agreement,
         although the parties hereto will bear certain expenses under the
         provisions of this Agreement. The Trust may

                                      -9-

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         make payments to the Company or to the underwriter for the Contracts
         if and in amounts agreed to by the Trust in writing. Each party,
         however, shall, in accordance with the allocation of expenses
         specified in Articles III and V hereof, reimburse other parties for
         expenses initially paid by one party but allocated to another party.
         In addition, nothing herein shall prevent the parties hereto from
         otherwise agreeing to perform, and arranging for appropriate
         compensation for, other services relating to the Trust and/or to
         the Accounts.

         5.2. The Trust or its designee shall bear the expenses for the cost of
         registration and qualification of the Shares under all applicable
         federal and state laws, including preparation and filing of the Trust's
         registration statement, and payment of filing fees and registration
         fees; preparation and filing of the Trust's proxy materials and reports
         to Shareholders; setting in type and printing its prospectus and
         statement of additional information (to the extent provided by and as
         determined in accordance with Article III above); setting in type and
         printing the proxy materials and reports to Shareholders (to the extent
         provided by and as determined in accordance with Article III above);
         the preparation of all statements and notices required of the Trust by
         any federal or state law with respect to its Shares; all taxes on the
         issuance or transfer of the Shares; and the costs of distributing the
         Trust's prospectuses and proxy materials to owners of Contracts funded
         by the Shares and any expenses permitted to be paid or assumed by the
         Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act.
         The Trust shall not bear any expenses of marketing the Contracts.

         5.3. The Company shall bear the expenses of distributing the Shares'
         prospectus or prospectuses in connection with new sales of the
         Contracts and of distributing the Trust's Shareholder reports to
         Contract owners. The Company shall bear all expenses associated with
         the registration, qualification, and filing of the Contracts under
         applicable federal securities and state insurance laws; the cost of
         preparing, printing and distributing the Contract prospectus and
         statement of additional information; and the cost of preparing,
         printing and distributing annual individual account statements for
         Contract owners as required by state insurance laws.

         5.4. The Company agrees to provide certain administrative services,
         specified in Schedule B attached hereto, in connection with the
         arrangements contemplated by this Agreement. The parties acknowledge
         and agree that the services referred to in the Section 5.4 are
         recordkeeping, shareholder communication, and other transaction
         facilitation and processing, and related administrative serves and are
         not the services of an underwriter or principal underwriter of the
         Trust and the Company is not an underwriter for Shares within the
         meaning of the 1933 Act.

ARTICLE VI.  DIVERSIFICATION AND RELATED LIMITATIONS

         6.1. The Trust and PIM represent and warrant that each Portfolio of the
         Trust will meet the diversification requirements of Section 817(h)(1)
         of the Code and Treas. Reg. 1.817-5, relating to the diversification
         requirements for variable annuity, endowment, or life insurance
         contracts, as they may be amended from time to time (and any revenue
         rulings, revenue procedures, notices, and other published announcements
         of the Internal Revenue Service interpreting these sections), as if
         those requirements applied directly to each such Portfolio.

         6.2. The Trust and PIM represent that each Portfolio will elect to be
         qualified as a Regulated Investment Company under Subchapter M of the
         Code and that they will maintain such qualification (under Subchapter M
         or any successor or similar provision).

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         6.3. No Shares of the Trust will be sold directly to the general
         public.

ARTICLE VII.  POTENTIAL MATERIAL CONFLICTS

         7.1. The Trust agrees that the Board, constituted with a majority of
         disinterested trustees, will monitor each Portfolio of the Trust for
         the existence of any material irreconcilable conflict between the
         interests of the variable annuity contract owners and the variable life
         insurance policy owners of the Company and/or affiliated companies
         ("contract owners") investing in the Trust. A material irreconcilable
         conflict may arise for a variety of reasons, including: (a) an action
         by any state insurance regulatory authority; (b) a change in applicable
         federal or state insurance, tax, or securities laws or regulations, or
         a public ruling, private letter ruling, no-action or interpretive
         letter, or any similar action by insurance, tax or securities
         regulatory authorities; (c) an administrative or judicial decision in
         nay relevant proceeding; (d) the manner in which the investments of any
         Portfolio are being managed; (e) a difference in voting instructions
         given by variable annuity contract and variable life insurance contract
         owners or by contract owners of different Participating Insurance
         Companies; or (f) a decision by a Participating Insurance Company to
         disregard the voting instructions of contract owners. The Board shall
         have the sole authority to determine if a material irreconcilable
         conflict exists, and such determination shall be binding on the Company
         only if approved in the form of a resolution by a majority of the
         Board, or a majority of the disinterested trustees of the Board. The
         Board will give prompt notice of any such determination to the Company.

         7.2. The Company agrees that it will be responsible for assisting the
         Board in carrying out its responsibilities under the conditions set
         forth in the Trust's exemptive application pursuant to which the SEC
         has granted the Mixed and Shared Funding Exemptive Order by providing
         the Board, as it may reasonably request, with all information necessary
         for the Board to consider any issues raised and agrees that it will be
         responsible for promptly reporting any potential or existing conflicts
         of which it is aware to the Board including, but not limited to, an
         obligation by the Company to inform the Board whenever contract owner
         voting instructions are disregarded. The Company also agrees that, if a
         material irreconcilable conflict arises, it will at its own cost remedy
         such conflict up to and including (a) withdrawing the assets allocable
         to some or all of the Accounts from the Trust or any Portfolio and
         reinvesting such assets in a different investment medium, including
         (but not limited to) another Portfolio of the Trust, or submitting to a
         vote of all affected contract owners whether to withdraw assets from
         the Trust or any Portfolio and reinvesting such assets in a different
         investment medium and, as appropriate, segregating the assets
         attributable to any appropriate group of contract owners (E.G., annuity
         contract owners, life insurance owners or variable contract owners of
         one or more Participating Insurance Companies) that votes in favor of
         such segregation, or offering to any of the affected contract owners
         the option of segregating the assets attributable to their contracts or
         policies, and (b) establishing a new registered management investment
         company and segregating the assets underlying the Contracts, unless a
         majority of Contract owners materially adversely affected by the
         conflict have voted to decline the offer to establish a new registered
         management investment company.

         7.3. A majority of the disinterested trustees of the Board shall
         determine whether any proposed action by the Company adequately
         remedies any material irreconcilable conflict. In the event that the
         Board determines that any proposed action does not adequately remedy
         any material irreconcilable conflict, the Company will withdraw from
         investment in the Trust each of the

                                      -11-

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         Accounts designated by the disinterested trustees and terminate this
         Agreement within six (6) months after the Board informs the Company in
         writing of the foregoing determination; provided, however, that such
         withdrawal and termination shall be limited to the extent required to
         remedy any such material irreconcilable conflict as determined by a
         majority of the disinterested trustees of the Board.

         7.4 If a material irreconcilable conflict arises because of a decision
         by the Company to disregard Contract owner voting instructions and that
         decision represents a minority position or would preclude a majority
         vote, the Company may be required, at the Trust's election, to withdraw
         the Account's investment in the Trust and terminate this Agreement;
         provided, however, that such withdrawal and termination shall be
         limited to the extent required by the foregoing material irreconcilable
         conflict as determined by a majority of the Trust's independent
         trustees. Any such withdrawal and termination must take place within
         six (6) months after the Trust gives written notice that this provision
         is being implemented, and until the end of that six-month period PFD
         and the Trust shall continue to accept and implement orders by the
         Company for the purchase and redemption of shares of the Trust.

         7.5. If material irreconcilable conflict arises because of particular
         state insurance regulator's decision applicable to the Company
         conflicts with the majority of other state regulators, then the Company
         will withdraw the Account's investment in the Trust and terminate this
         Agreement within six (6) months after the Trust's Board informs the
         Company in writing that it has determined that such decision has
         created a material irreconcilable conflict; provided, however, that
         such withdrawal and termination shall be limited to the extent required
         by the foregoing material irreconcilable conflict as determined by a
         majority of the disinterested members of the Trust's Board. Until the
         end of the foregoing six (6) month period, the Trust and PFD shall
         continue to accept and implement orders by the Company for the purchase
         and redemption of shares of the Trust.

         7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a
         majority of the disinterested members of the Board shall determine
         whether any proposed action adequately remedies any material
         irreconcilable conflict, but in no event will the Trust be required to
         establish a new funding medium for the Contracts. The Company shall not
         be required by Section 7.2 to establish a new funding medium for the
         contracts if an offer to do so has been declined by vote of a majority
         of Contract owners affected by the material irreconcilable conflict. In
         the event that the Board determines that nay proposed action does not
         adequately remedy any material irreconcilable conflict, then the
         Company will withdraw the Account's investment in the Trust and
         terminate this Agreement within six (6) months after the Board informs
         the Company in writing of the foregoing determination; provided,
         however, that such withdrawal and termination shall be limited to the
         extent required by any such material irreconcilable conflict as
         determined by a majority of the independent trustees.

         7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,
         or Rule 6e-3 is adopted, to provide exemptive relief from any provision
         of the 1940 Act or the rules promulgated thereunder with respect to
         mixed or shared funding (as defined in the Mixed and Shared Funding
         Exemptive Order) on terms and conditions materially different from
         those contained in the Mixed and Shared Funding Exemptive Order, then
         (a) the Trust and/or the Participating Insurance Companies, as
         appropriate, shall take such steps as may be necessary to comply with
         Rule 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the
         extent such rules are applicable; and (b) Sections 3.5, 3.6, 7.1, 7.2,
         7.3 and 7.7 of this Agreement shall continue in effect only to the
         extent that terms and

                                      -12-

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         conditions substantially identical to such Sections are contained in
         such Rule(s) as so amended or adopted.

ARTICLE VIII.  INDEMNIFICATION

         8.1.     INDEMNIFICATION BY THE COMPANY

                  The Company agrees to indemnify and hold harmless the Trust,
         PIM, PFD any affiliates of PIM, and each of their respective directors,
         trustees, officers and each person, if any, who controls the Trust or
         PIM within the meaning of Section 15 of the 1933 Act, and any agents or
         employees of the foregoing (each an "Indemnified Party," or
         collectively, the "Indemnified Parties" for purposes of this Section
         8.1) against any and all losses, claims, damages, liabilities
         (including amounts paid in settlement with the written consent of the
         Company) or expenses (including reasonable counsel fees) to which any
         Indemnified Party may become subject under any statute, regulation, at
         common law or otherwise, insofar as such losses, claims, damages,
         liabilities or expenses (or actions in respect thereof) or settlements
         are related to the sale or acquisition of the Shares or the Contracts
         and:

                  (a)      arise out of or are based upon any untrue statement
                           or alleged untrue statement of any material fact
                           contained in the registration statement, prospectus
                           or statement of additional information for the
                           Contracts or contained in the Contracts or sales
                           literature or other promotional material for the
                           Contracts (or any amendment or supplement to any of
                           the foregoing), or arise out of or are based upon the
                           omission or the alleged omission to state therein a
                           material fact required to be stated therein or
                           necessary to make the statements therein not
                           misleading, provided that this Agreement to indemnify
                           shall not apply as to any Indemnified Party if such
                           statement or omission or such alleged statement or
                           omission was made in reasonable reliance upon and in
                           conformity with information furnished to the Company
                           or its designee by or on behalf of the Trust, PIM or
                           PFD for use in the registration statement, prospectus
                           or statement of additional information for the
                           Contracts or in the Contracts or sales literature or
                           other promotional material (or any amendment or
                           supplement) or otherwise for use in connection with
                           the sale of the Contracts or Shares; or

                  (b)      arise out of or as a result of statements or
                           representations (other than statements or
                           representations contained in the registration
                           statement, prospectus, statement of additional
                           information or sales literature or other promotional
                           material of the Trust not supplied by the Company or
                           its designee, or persons under its control and on
                           which the Company has reasonably relied) or wrongful
                           conduct of the Company or persons under its control,
                           with respect to the sale or distribution of the
                           Contracts or Shares; or

                  (c)      arise out of any untrue statement or alleged untrue
                           statement of a material fact contained in the
                           registration statement, prospectus, statement of
                           additional information, or sales literature or other
                           promotional literature of the Trust, 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 statement or statements therein not misleading,
                           if such statement or omission was

                                      -13-

<PAGE>

                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

                           made in reliance upon information furnished to the
                           Trust by or on behalf of the Company; or

                  (d)      arise out of or result from any material breach of
                           any representation and/or warranty made by the
                           Company in this Agreement or arise out of or result
                           from any other material breach of this Agreement by
                           the Company; or

                  (e)      arise as a result of any failure by the Company to
                           provide the services and furnish the materials under
                           the terms of this Agreement;

         as limited by and in accordance with the provisions of this Article
         VIII.

         8.2.     INDEMNIFICATION BY THE TRUST, PIM AND PFD

                  The Trust, PIM and PFD agree to indemnify and hold harmless
         the Company and each of its trustees and officers and each person, if
         any, who controls the Company within the meaning of Section 15 of the
         1933 Act, and any agents or employees of the foregoing (each an
         "Indemnified Party," or collectively, the "Indemnified Parties" for
         purposes of this Section 8.2) against any and all losses, claims,
         damages, liabilities (including amounts paid in settlement with the
         written consent of the Trust) or expenses (including reasonable counsel
         fees) to which any Indemnified Party may become subject under any
         statute, at common law or otherwise, insofar as such losses, claims,
         damages, liabilities or expenses (or actions in respect thereof) or
         settlements are related to the sale or acquisition of the Shares or the
         Contracts and:

                  (a)      arise out of or are based upon any untrue statement
                           or alleged untrue statement of any material fact
                           contained in the registration statement, prospectus,
                           statement of additional information or sales
                           literature or other promotional material of the Trust
                           (or any amendment or supplement to any of the
                           foregoing), or arise out of or are based upon the
                           omission or the alleged omission to state therein a
                           material fact required to be stated therein or
                           necessary to make the statement therein not
                           misleading, provided that this agreement to indemnify
                           shall not apply as to any Indemnified Party if such
                           statement or omission or such alleged statement or
                           omission was made in reasonable reliance upon and in
                           conformity with information furnished to the Trust,
                           PIM, PFD or their respective designees by or on
                           behalf of the Company for use in the registration
                           statement, prospectus or statement of additional
                           information for the Trust or in sales literature or
                           other promotional material for the Trust (or any
                           amendment or supplement) or otherwise for use in
                           connection with the sale of the Contracts or Shares;
                           or

                  (b)      arise out of or as a result of statements or
                           representations (other than statements or
                           representations contained in the registration
                           statement, prospectus, statement of additional
                           information or sales literature or other promotional
                           material for the Contracts not supplied by the Trust,
                           PIM, PFD or any of their respective designees or
                           persons under their respective control and on which
                           any such entity has reasonably relied) or wrongful
                           conduct of the Trust or persons under its control,
                           with respect to the sale or distribution of the
                           Contracts or Shares; or

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

                  (c)      arise out of any untrue statement or alleged untrue
                           statement of a material fact contained in the
                           registration statement, prospectus, statement of
                           additional information, or sales literature or other
                           promotional literature of the Accounts or relating to
                           the Contracts, 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 statement or statements
                           therein not misleading, if such statement or omission
                           was made in reliance upon information furnished to
                           the Company by or on behalf of the Trust, PIM or PFD;
                           or

                  (d)      arise out of or result from any material breach of
                           any representation and/or warranty made by the Trust
                           in this Agreement (including a failure, whether
                           unintentional or in good faith or otherwise, to
                           comply with the diversification requirements
                           specified in Article VI of this Agreement) or arise
                           out of or result from any other material breach of
                           this Agreement by the Trust; or

                  (e)      arise out of or result from the materially incorrect
                           or untimely calculation or reporting of the daily net
                           asset value per share or dividend or capital gain
                           distribution rate; or

                  (f)      arise as a result of any failure by the Trust to
                           provide the services and furnish the materials under
                           the terms of the Agreement;

         as limited by and in accordance with the provisions of this Article
         VIII.

         8.3. In no event shall the Trust, PIM or PFD be liable under the
         indemnification provisions contained in this Agreement to any
         individual or entity, including without limitation, the Company, or any
         Participating Insurance Company or any Contract owner, with respect to
         any losses, claims, damages, liabilities or expenses that arise out of
         or result from (i) a breach of any representation, warranty, and/or
         covenant made by the Company hereunder or by any Participating
         Insurance Company under an agreement containing substantially similar
         representations, warranties and covenants; (ii) the failure by the
         Company or any Participating Insurance Company to maintain its
         segregated asset account (which invests in any Portfolio) as a legally
         and validly established segregated asset account under applicable state
         law and as a duly registered unit investment trust under the provisions
         of the 1940 Act (unless exempt therefrom); or (iii) the failure by the
         Company or any Participating Insurance Company to maintain its variable
         annuity and/or variable life insurance contracts (with respect to which
         any Portfolio serves as an underlying funding vehicle) as life
         insurance, endowment or annuity contracts under applicable provisions
         of the Code.

         8.4. Neither the Company, the Trust, PIM nor PFD shall be liable under
         the indemnification provisions contained in this Agreement with respect
         to any losses, claims, damages, liabilities or expenses to which an
         Indemnified Party would otherwise be subject by reason of such
         Indemnified Party's willful misfeasance, willful misconduct, or gross
         negligence in the performance of such Indemnified Party's duties or by
         reason of such Indemnified Party's reckless disregard of obligations
         and duties under this Agreement.

         8.5. Promptly after receipt by an Indemnified Party under this Section
         8.5. of notice of commencement of any action, such Indemnified Party
         will, if a claim in respect thereof is to be made against the
         indemnifying party under this section, notify the indemnifying party of
         the commencement thereof; but the omission so to notify the
         indemnifying party will not relieve it

                                      -15-

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         from any liability which it may have to any Indemnified Party otherwise
         than under this section. In case any such action is brought against any
         Indemnified Party, and it notified the indemnifying party of the
         commencement thereof, the indemnifying party will be entitled to
         participate therein and, to the extent that it may wish, assume the
         defense thereof, with counsel satisfactory to such Indemnified Party.
         After notice from the indemnifying party of its intention to assume the
         defense of an action, the Indemnified Party shall bear the expenses of
         any additional counsel obtained by it, and the indemnifying party shall
         not be liable to such Indemnified Party under this section for any
         legal or other expenses subsequently incurred by such Indemnified Party
         in connection with the defense thereof other than reasonable costs of
         investigation.

         8.6. Each of the parties agrees promptly to notify the other parties of
         the commencement of any litigation or proceeding against it or any of
         its respective officers, directors, trustees, employees or 1933 Act
         control persons in connection with the Agreement, the issuance or sale
         of the Contracts, the operation of the Accounts, or the sale or
         acquisition of Shares.

         8.7. A successor by law of the parties to this Agreement shall be
         entitled to the benefits of the indemnification contained in this
         Article VIII. The indemnification provisions contained in this Article
         VIII shall survive any termination of this Agreement.

ARTICLE IX.  APPLICABLE LAW

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

         9.2. This Agreement shall be subject to the provisions of the 1933,
         1934 and 1940 Acts, and the rules and regulations and rulings
         thereunder, including such exemptions from those statutes, rules and
         regulations as the SEC may grant (including, but not limited to, the
         Mixed and Shared Funding Exemptive Order) and the terms hereof shall be
         interpreted and construed in accordance therewith.

ARTICLE X.  NOTICE OF FORMAL PROCEEDINGS

              The Trust, PIM, PFD and the Company agree that each such party
         shall promptly notify the other parties to this Agreement, in writing,
         of the institution of any formal proceedings brought against such party
         or its designees by the NASD, the SEC, or any insurance department or
         any other regulatory body regarding such party's duties under this
         Agreement or related to the sale of the Contracts, the operation of the
         Accounts, or the purchase of the Shares.

ARTICLE XI.  TERMINATION

         11.1. This Agreement shall terminate with respect to the
               Accounts, or one, some, or all Portfolios:

                  (a)      at the option of any party upon six (6) months'
                           advance written notice delivered to the other
                           parties; PROVIDED, however, that such notice shall
                           not be given earlier than six (6) months following
                           the date of this Agreement; or

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

                  (b)      at the option of the Company to the extent that the
                           Shares of Portfolios are not reasonably available to
                           meet the requirements of the Contracts or are not
                           "appropriate funding vehicles" for the Contracts, as
                           reasonably determined by the Company. Without
                           limiting the generality of the foregoing, the Shares
                           of a Portfolio would not be "appropriate funding
                           vehicles" if, for example, such Shares did not meet
                           the diversification or other requirements referred to
                           in Article VI hereof; or if the Company would be
                           permitted to disregard Contract owner voting
                           instructions pursuant to Rule 6e-2 or 6e-3(T) under
                           the 1940 Act. Prompt notice of the election to
                           terminate for such cause and an explanation of such
                           cause shall be furnished to the Trust by the Company;
                           or

                  (c)      at the option of the Trust, PIM or PFD upon
                           institution of formal proceedings against the Company
                           by the NASD, the SEC, or any insurance department or
                           any other regulatory body regarding the Company's
                           duties under this Agreement or related to the sale of
                           the Contracts, the operation of the Accounts, or the
                           purchase of the Shares; provided that the party
                           terminating this Agreement under this provision shall
                           give notice of such termination to the other parties
                           to this Agreement; or

                  (d)      at the option of the Company upon institution of
                           formal proceedings against the Trust by the NASD, the
                           SEC, or any state securities or insurance department
                           or any other regulatory body regarding the duties of
                           the Trust, PIM or PFD under this Agreement or related
                           to the sale of the Shares; provided that the party
                           terminating this Agreement under this provision shall
                           give notice of such termination to the other parties
                           to this Agreement; or

                  (e)      at the option of the Company, the Trust, PIM or PFD
                           upon receipt of any necessary regulatory approvals
                           and/or the vote of the Contract owners having an
                           interest in the Accounts (or any subaccounts) to
                           substitute the shares of another investment company
                           for the corresponding Portfolio Shares in accordance
                           with the terms of the Contracts for which those
                           Portfolio Shares had been selected to serve as the
                           underlying investment media. The Company will give
                           thirty (30) days' prior written notice to the Trust
                           of the Date of any proposed vote or other action
                           taken to replace the Shares; or

                  (f)      termination by any of the Trust, PIM or PFD by
                           written notice to the Company, if any one or all of
                           the Trust, PIM or PFD respectively, shall determine,
                           in their sole judgment exercised in good faith, that
                           the Company has suffered a material adverse change in
                           its business, operations, financial condition, or
                           prospects since the date of this Agreement or is the
                           subject of material adverse publicity; or

                  (g)      termination by the Company by written notice to the
                           Trust, PIM or PFD, if the Company shall determine, in
                           its sole judgment exercised in good faith, that the
                           Trust, PIM or PFD has suffered a material adverse
                           change in this business, operations, financial
                           condition or prospects since the date of this
                           Agreement or is the subject of material adverse
                           publicity; or

                  (h)      at the option of any party to this Agreement, upon
                           another party's material breach of any provision of
                           this Agreement; or

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                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

                  (i)      upon assignment of this Agreement, unless made with
                           the written consent of the parties hereto.

         11.2. The notice shall specify the Portfolio or Portfolios, Contracts
         and, if applicable, the Accounts as to which the Agreement is to be
         terminated.

         11.3. It is understood and agreed that the right of any party hereto to
         terminate this Agreement pursuant to Section 11.1(a) may be exercised
         for cause or for no cause.

         11.4. Except as necessary to implement Contract owner initiated
         transactions, or as required by state insurance laws or regulations,
         the Company shall not redeem the Shares attributable to the Contracts
         (as opposed to the Shares attributable to the Company's assets held in
         the Accounts), and the Company shall not prevent Contract owners from
         allocating payments to a Portfolio that was otherwise available under
         the Contracts, until thirty (30) days after the Company shall have
         notified the Trust of its intention to do so.

         11.5. Notwithstanding any termination of this Agreement, the Trust, PIM
         and PFD shall, at the option of the Company, continue to make available
         additional shares of the Portfolios pursuant to the terms and
         conditions of this Agreement, for all Contracts in effect on the
         effective date of termination of this Agreement (the "Existing
         Contracts"), except as otherwise provided under Article VII of this
         Agreement. Specifically, without limitation, the owners of the Existing
         Contracts shall be permitted to transfer or reallocate investment under
         the Contracts, redeem investments in any Portfolio and/or invest in the
         Trust upon the making of additional purchase payments under the
         Existing Contracts.

         11.5 Notwithstanding any termination of this Agreement, each party's
         obligations under Article VIII to indemnify the other parties shall
         survive and not be affected by any termination of this Agreement. In
         addition, with respect to Existing Contracts, all provisions of this
         Agreement shall also survive and not be affected by any termination of
         this Agreement

ARTICLE XII.  NOTICES

       Any notice shall be sufficiently given when sent by registered or
certified mail, overnight courier or facsimile 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 Trust:

                  PIONEER VARIABLE CONTRACTS TRUST
                  Hale and Dorr
                  60 State Street
                  Boston, Massachusetts  02109
                  Facsimile No.: (617) xxx-xxxx
                  Attn:  Joseph P. Barri, Secretary

                                      -18-

<PAGE>

                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         If to the Company:

                  [NAME OF INSURANCE COMPANY]
                  [address]
                  [city, state and zip code]
                  Facsimile No.:  xxx-xxx-xxxx
                  Attn:  [name, title]


         If to PIM:

                  PIONEER INVESTMENT MANAGEMENT, INC.
                  60 State Street
                  Boston, Massachusetts  02109
                  Facsimile No.: (617) xxx-xxxx
                  Attn:  [name], Head of Legal


         If to PFD:

                  PIONEER FUNDS DISTRIBUTOR, INC.
                  60 State Street
                  Boston, Massachusetts  02109
                  Facsimile No.: (617) xxx-xxxx
                  Attn:  [Marcy Supovitz], [title]

ARTICLE XIII.  MISCELLANEOUS

         13.1. Subject to the requirement of legal process and regulatory
         authority, each party hereto shall treat as confidential the names and
         addresses of the owners of the Contracts and all information reasonably
         identified as confidential in writing by any other party hereto and,
         except as permitted by this Agreement or as otherwise required by
         applicable law or regulation, shall not disclose, disseminate or
         utilize such names and addresses and other confidential information
         without the express written consent of the affected party until such
         time as it may come into the public domain. Without limiting the
         foregoing, no party hereto shall disclose any information that another
         party has designated as proprietary.

         13.2. 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.

         13.3. This Agreement may be executed simultaneously in one or more
         counterparts, each of which taken together shall constitute one and the
         same instrument.

         13.4. If any provision of this Agreement shall be held or made invalid
         by a court decision, statute, rule or otherwise, the remainder of the
         Agreement shall not be affected thereby.

         13.5. The Schedule attached hereto, as modified from time to time, is
         incorporated herein by reference and is part of this Agreement.

                                      -19-

<PAGE>

                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         13.6. Each party hereto shall cooperate with each other party in
         connection with inquiries by appropriate governmental authorities
         (including without limitation the SEC, the NASD, and state insurance
         regulators) and shall permit such authorities reasonable access to its
         books and records in connection with any investigation or inquiry
         relating to this Agreement or the transactions contemplated hereby.

         13.7. The rights, remedies and obligations contained in this Agreement
         are cumulative and are in addition to any and all rights, remedies and
         obligations, at law or in equity, which the parties hereto are entitled
         to under state and federal laws.

         13.8. A copy of the Trust's Declaration of Trust is on file with the
         Secretary of State of Delaware. The Company acknowledges that the
         obligations of or arising out of this instrument are not binding upon
         any of the Trust's trustees, officers, employees, agents or
         shareholders individually, but are binding solely upon the assets and
         property of the Trust in accordance with its proportionate interest
         hereunder. The Company further acknowledges that the assets and
         liabilities of each Portfolio are separate and distinct and that the
         obligations of or arising out of this instrument are binding solely
         upon the assets or property of the Portfolio on whose behalf the Trust
         has executed this instrument. The Company also agrees that the
         obligations of each Portfolio hereunder shall be several and not joint,
         in accordance with its proportionate interest hereunder, and the
         Company agrees not to proceed against any Portfolio for the obligations
         of another Portfolio.

         13.9. Any controversy or claim arising out of or relating to this
         Agreement, or breach thereof, shall be settled by arbitration in a
         forum jointly selected by the relevant parties (but if applicable law
         requires some other forum, then, such other forum) in accordance with
         the Commercial Arbitration Rules of the American Arbitration
         Association, and judgment upon the award rendered by the arbitrators
         may be entered in any court having jurisdiction thereof.

         13.10. This Agreement of any of the rights and obligations hereunder
         may not be assigned by any party without the prior written consent of
         all parties hereto.

         13.11. The Company is hereby put on notice of the limitation of
         liability as set forth in the Declaration of Trust of the Trust and
         agrees that the obligations assumed by the Trust, PIM and PFD pursuant
         to this Agreement shall be limited in any case to the Portfolio(s) of
         the Trust, PIM and PFD and their respective assets and the Company
         shall not seek satisfaction of any such obligation from the
         Shareholders of the Trust, PIM, PFD, the Trustees, officers, employees
         or agents of the Trust, PIM or PFD, or any of them.

         13.12. The Trust, PIM and PFD agree that the obligations assumed by the
         Company shall be limited in any case to the Company and its assets and
         neither the Trust, PIM nor PFD shall seek satisfaction of any such
         obligation from the shareholders of Company, the directors, officers,
         employees or agents of the Company, or any of them.

         13.13. No provision of the Agreement may be deemed or construed to
         modify or supersede any contractual rights, duties, or
         indemnifications, as between PIM and the Trust and PFD and the Trust.

                                      -20-

<PAGE>

                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
specified above.

                           [NAME OF INSURANCE COMPANY]

                           By its authorized officer,


                           By:  ___________
                                  [name]
                                  [title]
                                  Date:

                           PIONEER VARIABLE CONTRACTS TRUST,
                           ON BEHALF OF THE PORTFOLIOS
                           By its authorized officer and not individually,


                           By:______________
                              Joseph P. Barri
                              Secretary
                              Date:

                           PIONEER INVESTMENT MANAGEMENT, INC.
                           By its authorized officer,


                           By: [SIGNATURE]
                               David D. Tripple
                               Chief Executive Officer
                               Date:

                                      -21-

<PAGE>

                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT


                                   SCHEDULE A


                       ACCOUNTS, CONTRACTS AND PORTFOLIOS
                     SUBJECT TO THE PARTICIPATION AGREEMENT
                               As of [date], 2001


<TABLE>
<CAPTION>
============================================= =========================================== =======================================
               NAME OF SEPARATE                                                                        PORTFOLIOS AND
               ACCOUNT AND DATE                             CONTRACTS FUNDED                           CLASS OF SHARES
       ESTABLISHED BY BOARD OF DIRECTORS                   BY SEPARATE ACCOUNT                     APPLICABLE TO CONTRACTS
============================================= =========================================== =======================================
<S>                                           <C>                                        <C>
                                              VARIABLE ANNUITY                            PIONEER FUND VCT CLASS II PORTFOLIO




                                                                                          PIONEER SMALL COMPANY VCT CLASS II
                                              VARIABLE LIFE                               PORTFOLIO
--------------------------------------------- ------------------------------------------- ---------------------------------------
</TABLE>

                                      -22-

<PAGE>

                              DRAFT - AS OF 9/8/00
                    PIONEER STANDARD PARTICIPATION AGREEMENT

                                   SCHEDULE B


FEES TO THE COMPANY

1.       ADMINISTRATIVE SERVICES

         Administrative services to Contract owners and participants shall be
the responsibility of the Company and shall not be the responsibility of the
Trust or PFD. The Company will provide properly registered and licensed
personnel and any systems needed for all Contract owners servicing and support -
for both fund and annuity information and questions, including:

-      Communicate all purchase, withdrawal, and exchange orders it receives
       from its customers to PFD;
-      Respond to Contract owner inquires;
-      Delivery of both Trust and Contract prospectuses;
-      Entry of initial and subsequent orders;
-      Transfer of cash to insurance company and/or Portfolios;
-      Explanations of Portfolio objectives and characteristics;
-      Entry of transfers between Portfolios;
-      Portfolio balance and allocation inquires; and
-      Mail Trust proxys.

2.       ADMINISTRATIVE SERVICE FEES

         For the administrative services set forth above, PFD shall pay a
servicing fee based on the annual rate of 0.20% of the average aggregate net
daily assets invested in the Portfolios through the Accounts at the end of each
calendar quarter. PFD will make such payments to the Company within thirty (30)
days after the end of each calendar quarter. Such fees shall be paid quarterly
in arrears. Each payment will be accompanied by a statement showing the
calculation of the fee payable to the Company for the quarter and such other
supporting data as may be reasonably requested by the Company. The Company will
verify the asset balance of each day on which the fee is to be paid pursuant to
this Agreement with respect to each Portfolio.

3.       12b-1 DISTRIBUTION RELATED FEES (CLASS II SHARES ONLY)
         ------------------------------------------------------

         In accordance with the Portfolios' plans pursuant to Rule 12b-1 under
the Investment Company Act of 1940, PFD will make payments to the Company at an
annual rate of 0.25% of the average net assets invested in the Class II shares
of the Portfolios through the Accounts in each calendar quarter. PFD will make
such payments to the Company within thirty (30) days after the end of each
calendar quarter. Each payment will be accompanied by a statement showing the
calculation of the fee payable to the Company for the quarter and such other
supporting data as may be reasonably requested by the Company.