AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT

                                  EXHIBIT 8(q)

                AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT





                                                                    Exhibit 8(q)

              AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT

THIS AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT (the "Amendment") dated
as of December 10, 2002, by and between VALLEY FORGE LIFE INSURANCE COMPANY (the
"Company"), and AMERICAN CENTURY INVESTMENT MANAGEMENT. INC. ("ACIM" ).
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Agreement (defined below).

                                    RECITALS

         WHEREAS, the Company and ACIM are parties to that certain Shareholder
Services Agreement dated December 31, 1999 and amended April 11, 2000 (the
"Agreement") in connection with the participation by the Funds in Plans offered
by the Company to its clients; and

        WHEREAS, the parties wish to supplement the Agreement as provided
herein to provide for pricing error adjustments.

        NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows;

        1. Processing of Transactions. Section 4(b)(1) is hereby amended by
adding the following language to the end of the paragraph:

                "If ACIM (or one of its affiliates) provides the Company with
        materially incorrect net asset value information for any Fund, the
        Company, on behalf of the Separate Accounts, shall be entitled to an
        adjustment to the number of shares purchased or redeemed to reflect the
        correct share net asset value. Any material error in calculation of net
        asset value per share, dividend or capital gain information shall be
        reported to the Company promptly upon discovery."

         2. Ratification and Confirmation of Agreement. In the event of a
conflict between the terms of this Amendment and the Agreement, it is the
intention of the parties that the terms of this Amendment shall control and the
Agreement shall be interpreted on that basis. To the extent the provisions of
the Agreement have not been amended by this Amendment, the parties hereby
confirm and ratify the Agreement.

        3. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.

        4. Full Force and Effect. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement shall remain unamended and shall continue to be
in full force and effect.






        IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2
as of the date first above written.

VALLEY FORGE LIFE INSURANCE                AMERICAN CENTURY INVESTMENT
COMPANY                                    MANAGEMNT, INC.


By:      /s/ Xxxxx Xxxxx                   By:      /s/ Xxxxxxx X. Xxxxx
   ---------------------------------          ----------------------------------

Name:  Xxxxx Xxxxx                         Name:  Xxxxxxx X. Xxxxx

Title:  AVP                                Title:  Executive Vice President