EXHIBIT (8)(e)(1) AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT (DAVIS)

EXHIBIT (8)(e)(1)

AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT (XXXXX)

ADDENDUM No. 3

TO

PARTICIPATION AGREEMENT

ADDENDUM No. 3 dated as of October 5, 2001, to the PARTICIPATION AGREEMENT (the “PARTICIPATION AGREEMENT”) among XXXXX VARIABLE ACCOUNT FUND, INC., XXXXX DISTRIBUTORS, LLC. and XXXXXXX XXXXX LIFE INSURANCE COMPANY dated April 3, 2000.

In addition to the Contracts already listed on Schedule B, the following Contracts are added:

Xxxxxxx Xxxxx Retirement Optimizers ^SM, a flexible premium variable annuity

All other terms of the PARTICIPATION AGREEMENT remain unchanged.

IN WITNESS WHEREOF, the parties have duly executed and sealed this ADDENDUM No. 3, all as of the date first written above.

	XXXXXXX XXXXX LIFE INSURANCE COMPANY (“Insurance Company”) By its authorized officer,
	By:	/s/ Xxxxx X. Xxxxxxxx
		Title: Senior Vice President and General Counsel
		Date: 09-04-01
	XXXXX VARIABLE ACCOUNT FUND (“Company”) By its authorized officer,
	By:	[ILLEGIBLE]
		Title: Vice President
		Date: 08-30-01
	XXXXX DISTRIBUTORS, LLC (“Xxxxx Distributors”) By its authorized officer,
	By:	[ILLEGIBLE]
		Title: Vice President
		Date: 08-30-01