FORM OF OPPENHEIMER PARTICIPATION PARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. and __________________LIFE INSURANCE COMPANY

EX-99.B.8.53

FORM OF XXXXXXXXXXX PARTICIPATION

PARTICIPATION AGREEMENT

Among

XXXXXXXXXXX VARIABLE ACCOUNT FUNDS,

OPPENHEIMERFUNDS, INC.

and

__________________LIFE INSURANCE COMPANY

THIS AGREEMENT (the “Agreement”), made and entered into as of the ___ day of

____________, 200_ by and among ____________________ Life Insurance Company

(hereinafter the “Company”), on its own behalf and on behalf of each separate account of

the Company named in Schedule 1 to this Agreement, as may be amended from time to

time by mutual consent (hereinafter collectively the “Accounts”), Xxxxxxxxxxx Variable

Account Funds (hereinafter the “Fund”) and OppenheimerFunds, Inc. (hereinafter the

“Adviser”).

WHEREAS, the Fund is an open-end management investment company and is

available to act as the investment vehicle for separate accounts now in existence or to be

established at any date hereafter for variable life insurance policies, variable annuity

contracts and other tax-deferred products (collectively, the “Variable Insurance Products”)

offered by insurance companies (hereinafter “Participating Insurance Companies”);

WHEREAS, the beneficial interest in the Fund is divided into several series of shares,

each designated a “Portfolio”, and each representing the interests in a particular managed

pool of securities and other assets;

WHEREAS, the Fund has obtained an order from the Securities and Exchange

Commission (the “SEC”), dated July 16, 1986 (File No. 812-6324) granting Participating

Insurance Companies and variable annuity and variable life insurance separate accounts

exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment

Company Act of 1940, as amended, (hereinafter the “1940 Act”) and Rules 6e-2(b)(15)

and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be

sold to and held by variable annuity and variable life insurance separate accounts of both

affiliated and unaffiliated life insurance companies (hereinafter the “Mixed and Shared

Funding Exemptive Order”)

WHEREAS, the Fund is registered as an open-end management investment company

under the 1940 Act and its shares are registered under the Securities Act of 1933, as

amended (hereinafter the “1933 Act”);

WHEREAS, the Adviser is duly registered as an investment adviser under the

federal Investment Advisers Act of 1940;

WHEREAS, the Company has registered or will register certain variable annuity

and/or life insurance contracts under the 1933 Act (hereinafter “Contracts”) (unless an

exemption from registration is available);

WHEREAS, the Accounts are or will be 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 contracts (the Separate

Account(s) covered by the Agreement are specified in Schedule 1 attached hereto, as may

be modified by mutual consent from time to time);

WHEREAS, the Company has registered or will register the Accounts as unit

investment trusts under the 1940 Act (unless an exemption from registration is

available);

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares in the Portfolios (the

Portfolios covered by this Agreement are specified in Schedule 2 attached hereto

as may be modified by mutual consent from time to time),

on behalf of the Accounts to fund the Contracts, and the Fund is authorized to

sell such shares to unit investment trusts such as the Accounts at net asset

value; and

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

Adviser and the Company agree as follows:

ARTICLE I. Purchase and Redemption of Fund Shares

--------------------------------------

1.1. The Fund agrees to sell to the Company those shares of the Fund which

the Company orders on behalf of the Accounts, executing such orders on a daily

basis at the net asset value next computed after receipt by the Fund or its

designee of the order for the shares of the Fund. For purposes of this Section

1.1, the Company shall be the designee of the Fund for receipt of such orders

from each Account and receipt by such designee shall constitute receipt by the

Fund; provided that the Fund receives written (or facsimile) notice of such

order by 9:30 a.m. New York time on the next following Business Day. “Business

Day” shall mean any day on which the New York Stock Exchange is open for trading

and on which the Fund calculates its net asset value pursuant to the rules of

the SEC.

1.2. The Company shall pay for Fund shares by 2:00 P.M. New York time on

the next Business Day after it places an order to purchase Fund shares in

2 of 24

accordance with Section 1.1 hereof. Payment shall be in federal funds

transmitted by wire or by a credit for any shares redeemed.

1.3. The Fund agrees to make Fund shares available for purchase by the

Company for their separate Accounts listed in Schedule 1 on those days on which

the Fund calculates its net asset value pursuant to rules of the SEC; provided,

however, that the Board of Trustees of the Fund (hereinafter the “Trustees”) may

refuse to sell shares of any Portfolio to any person, or suspend or terminate

the offering of shares of any Portfolio if such action is required by law or by

regulatory authorities having jurisdiction or is, in the sole discretion of the

Trustees, acting in good faith and in light of their fiduciary duties under

federal and any applicable state laws, in the best interests of

the shareholders of any Portfolio (including without limitation purchase orders

that individually or together with other contemporaneous orders represent large

transactions in shares of any Portfolio held for a relatively brief period of

time). Such shares shall be purchased at the applicable net asset value per

share, increased by any initial sales charge, if the Fund's prospectus then in

effect imposes such a charge on such purchases.

1.4. The Fund agrees to redeem, upon the Company's request, any full or

fractional shares of the Fund held by the Company, executing such requests on a

daily basis at the net asset value next computed after receipt by the Fund or

its designee of the request for redemption, reduced by any redemption fee or

deferred sales charge, if the Fund's prospectus in effect as of the date of such

redemption imposes such a fee or charge on such redemptions. For purposes of

this Section 1.4, the Company shall be the designee of the Fund for receipt of

requests for redemption and receipt by such designee shall constitute receipt by

the Fund; provided that the Fund receives written (or facsimile) notice of such

request for redemption by 9:30 a.m. New York time on the next following Business

Day; however the Company undertakes to use its best efforts to provide such

notice to the Fund by no later than 9:00 A.M. New York time on the next

following Business Day. Payment shall be made within the time period specified

in the Fund's prospectus or statement of additional information, provided,

however, that if the Fund does not pay for the Fund shares that are redeemed on

the next Business Day after a request to redeem shares is made, then the Fund

shall apply any such delay in redemptions uniformly to all holders of shares of

that Portfolio. Payment shall be in federal funds transmitted by wire to the

Company's bank accounts as designated by the Company in writing from time to

time.

3 of 24

1.5. The Company agrees to purchase and redeem the shares of the Portfolios

named in Schedule 2 offered by the then current prospectus and statement of

additional information of the Fund in accordance with the provisions of such

prospectus and statement of additional information. The Company shall not permit

any person other than a Contract owner to give instructions to the Company which

would require the Company to redeem or exchange shares of the Fund.

ARTICLE II. Representations and Warranties

------------------------------

2.1. The Company represents and warrants that the securities deemed to be

issued by the Accounts under the Contracts are or will be registered under the

1933 Act (unless an exemption from registration is available) and, that the

Contracts will be issued, offered and sold in compliance in all material

respects with all applicable federal and state laws and regulations, including

without limitation state insurance suitability requirements and National

Association of Securities Dealers, Inc. (“NASD”) conduct rules. The Company

further represents and warrants that it is an insurance company duly organized

and in good standing under applicable state law and that it has legally and

validly established the Accounts prior to the issuance or sale of units thereof

as a segregated asset account and has registered the Accounts as unit investment

trusts in accordance with the provisions of the 1940 Act (unless an exemption

from registration is available) to serve as segregated investment accounts for

the Contracts, and that it will maintain such registration for so long as any

Contracts are outstanding or until registration is no longer required under

federal and state securities laws. The Company shall amend the registration

statement under the 1933 Act for the Contracts and the registration statement

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 register and qualify the Contracts

for sale 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, for purposes other than

diversification under Section 817 of the Internal Revenue Code of 1986 as

amended (the “Code”), that the Contracts are currently and at the time of

issuance will be treated as life insurance or annuity contracts under applicable

provisions of the Code and the regulations issued thereunder, and that it will

make every effort to maintain such treatment and that it will notify the Fund

and the Adviser 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

4 of 24

Accounts are a “segregated asset accounts” and that interests in the Accounts

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 issued thereunder (and any amendments or other modifications to such

section or such regulations (and any revenue rulings, revenue procedures,

notices and other published announcements of the Internal Revenue Service

interpreting these provisions). The Company shall continue to meet such

definitional requirements, and it will notify the Fund and the Adviser

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 Fund shares with assets

derived from tax-qualified retirement plans except indirectly, through Contracts

purchased in connection with such plans.

2.3. Subject to Section 2.5 hereof, the Company represents and warrants

that the Contracts are currently and at the time of issuance will be treated as

life insurance or 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 Fund and the Adviser 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.

2.4. The Fund represents and warrants that Fund shares sold pursuant to

this Agreement shall be registered under the 1933 Act and duly authorized for

issuance and sold in accordance with applicable state and federal law and that

the Fund is and shall remain registered under the 1940 Act for as long as the

Fund shares are sold. The Fund 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 Fund shall register

and qualify the shares for sale in accordance with the laws of the various

states only if and to the extent deemed advisable by the Fund.

2.5. The Fund will at all times invest money from the Contracts in such a

manner as to ensure that the Contracts will be treated as variable contracts

under the Code and the regulations issued thereunder. Without limiting the scope

of the foregoing, the Fund represents and warrants that each Portfolio of the

Fund will comply with Section 817(h) of the Code and Treasury Regulation

1.817-5, relating to the diversification requirements for variable annuity,

endowment, or life insurance contracts and any amendments or other modifications

to such Section or Regulations (and any revenue rulings, revenue procedures,

notices, and other published announcements of the Internal Revenue Service

interpreting these provisions). In the event the Fund

5 of 24

should fail to so qualify, it will take all reasonable steps (a) to notify the

Company of such breach and (b) to resume compliance with such diversification

requirement within the grace period afforded by Treasury Regulation 1.817.5. The

Fund and Adviser represent that each Portfolio is qualified as a Regulated

Investment Company under Subchapter M of the Code and that it will maintain such

qualification (under Subchapter M or any successor provision), and that it will

notify the Company immediately upon having a reasonable basis for believing that

it has ceased to so qualify or that it might not so qualify in the future.

2.6. If the Contracts purchase shares of a series and class of the Fund

that have adopted a plan under Rule 12b-1 under the 1940 Act to finance

distribution expenses (a “12b-1 Plan”), the Company agrees to provide the

Trustees any information as may be reasonably necessary for the Trustees to

review the Fund's 12b-1 Plan or Plans.

2.7. The Fund represents that it is lawfully organized and validly existing

under the laws of the Commonwealth of Massachusetts and that it does and will

comply with applicable provisions of the 0000 Xxx.

2.8. The Adviser represents and warrants that it is and will remain duly

registered under all applicable federal and state securities laws and that it

shall perform its obligations for the Fund in compliance with any applicable

state and federal securities laws.

2.9. The Fund and Adviser each represent and warrant that all of its

respective directors, trustees, officers, employees, investment advisers, and

transfer agent of the Fund are and shall continue to be at all times covered by

a blanket fidelity bond (which may, at the Fund's election, be in the form of a

joint insured bond) or similar coverage for the benefit of the Fund in an amount

not less than the minimal coverage as required currently by Section 17(g) and

Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from

time to time. The aforesaid Bond shall include coverage for larceny and

embezzlement and shall be issued by a reputable insurance company. The Adviser

agrees to make all reasonable efforts to see that this bond or another bond

containing these provisions is always in effect, and agrees to notify the Company

in the event that such coverage no longer applies.

6 of 24

2.10. The Company represents and warrants that all of its directors,

officers, employees, agents, investment advisers, and other individuals and

entities dealing with the money and/or securities of the Fund are covered by a

blanket fidelity bond or similar coverage in an amount not less than the

equivalent of U.S. $10 million. The aforesaid bond shall include coverage for

larceny and embezzlement and shall be issued by a reputable insurance company.

The Company agrees that any amount received under such bond in connection with

claims that derive from arrangements described in this Agreement will be paid by

the Company for the benefit of the Fund. The Company agrees to make all

reasonable efforts to see that this bond or another bond containing these

provisions is always in effect, and agrees to notify the Fund and the Adviser in

the event that such coverage no longer applies.

2.11. The Fund and the Adviser represent that they will make a good faith

effort to (a) materially comply with any applicable state insurance law

restrictions with which the Fund must comply to perform its obligations under

this Agreement, provided, however, that the Company provide specific

notification of such restrictions to the Fund and the Adviser in advance and in

writing,; and (b) furnish information to the Company about the Fund not

otherwise available to the Company which is required by state insurance law to

enable the Company to obtain the authority needed to issue the Contracts in any

applicable state.

ARTICLE III. Sales Material, Prospectuses and Other Reports

----------------------------------------------

3.1. The Company shall furnish, or shall cause to be furnished, to

the Fund or its designee, each piece of sales literature or other promotional

material in which the Fund or the Adviser is named, at least ten Business Days

prior to its use. No such material shall be used if the Fund or its designee

reasonably object to such use within ten Business Days after receipt of such

material. “Business Day” shall mean any day in which the New York Stock Exchange

is open for trading and in which the Fund calculates its net asset value

pursuant to the rules of the Securities and Exchange Commission.

3.2. The Company shall not give any information or make any representations

or statements on behalf of the Fund or concerning the Fund in connection with

the sale of the Contracts other than the information or representations

contained in the registration statement or prospectus for the Fund shares, as

such registration statement and prospectus may be amended or supplemented from

time to time, or in reports or proxy statements for the Fund, or in sale

literature or other promotional material approved by the Fund or its designee,

except with the permission of the Fund.

7 of 24

3.3. For purposes of this Article III, the phrase “sales literature or

other promotional material” means advertisements (such as material published, or

designed for use in, a newspaper, magazine, or other periodical, radio,

television, telephone or tape recording, videotape display, signs or billboard

or electronic media), and sales literature (such as brochures, circulars, market

letters and form letters), distributed or made generally available to customers

or the public.

3.4. The Fund shall provide a copy of its current prospectus within a

reasonable period of its filing date, and provide other assistance as is

reasonably necessary in order for the Company once each year (or more frequently

if the prospectus for the Fund is supplemented or amended) to have the

prospectus for the Contracts and the Fund's prospectus printed together in one

document (such printing to be at the Company's expense). The Adviser shall be

permitted to review and approve the typeset form of the Fund's Prospectus prior

to such printing.

3.5. The Fund or the Adviser shall provide the Company with either: (i) a

copy of the Fund's proxy material, reports to shareholders, other information

relating to the Fund necessary to prepare financial reports, and other

communications to shareholders for printing and distribution to Contract owners

at the Company's expense, or (ii) camera ready and/or printed copies, if

appropriate, of such material for distribution to Contract owners at the

Company' expense, within a reasonable period of the filing date for definitive

copies of such material. The Adviser shall be permitted to review and approve

the typeset form of such proxy material, shareholder reports and communications

prior to such printing.

3.6. In the event a meeting of shareholders of the Fund (or any Portfolio)

is called by the Trustees, the Company shall:

(i) solicit voting instructions from Contract owners;

(ii) vote the Portfolio(s) shares held in the Account in accordance with

instructions received from Contract owners;

(iii) vote Portfolio shares held in the Account for which no instructions have

been received, as well as Portfolio shares held by the Company, in the same

proportion as Portfolio(s) shares for which instructions have been received

from Contract owners, 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; and

8 of 24

(iv) take responsibility for assuring that the Accounts calculate voting

privileges in a manner consistent with other Participating Insurance

Companies. The Fund and Adviser agree to assist the Company and the other

Participating Insurance Companies in carrying out this responsibility.

ARTICLE IV. Fees and Expenses

----------------------------------

4.1. The Fund and Adviser shall pay no fee or other compensation to the

Company under this agreement, and the Company shall pay no fee or other

compensation to the Fund or Adviser, except as provided herein.

4.2. All expenses incident to performance by each party of its respective

duties under this Agreement shall be paid by that party. The Fund shall see to

it that all its shares are registered and authorized for issuance in accordance

with applicable federal law and, if and to the extent advisable by the Fund, in

accordance with applicable state laws prior to their sale. The Fund shall bear

the expenses for the cost of registration and qualification of the Fund's

shares, preparation and filing of the Fund's prospectus and registration

statement, proxy materials and reports, and the preparation of all statements

and notices required by any federal or state law.

4.3. The Company shall bear the expenses of typesetting, printing and

distributing the Fund's prospectus, proxy materials and reports to owners of

Contracts issued by the Company.

4.4. In the event the Fund adds one or more additional Portfolios and

the parties desire to make such Portfolios available to the respective Contract

owners as an underlying investment medium, a new Schedule 2 or an amendment to

this Agreement shall be executed by the parties authorizing the issuance of

shares of the new Portfolios to the particular Accounts. The amendment may also

provide for the sharing of expenses for the establishment of new Portfolios

among Participating Insurance Companies desiring to invest in such Portfolios

and the provision of funds as the initial investment in the new Portfolios.

ARTICLE V. Potential Conflicts

--------------------------------------

5.1. The Board of Trustees of the Fund (the “Board”) will monitor the Fund

for the existence of any material irreconcilable conflict between the interests

of the Contract owners of all separate accounts investing in the Fund. An

irreconcilable material conflict may arise for a variety of reasons, including:

(a) an action by any state insurance regulatory authority; (b) a change

9 of 24

in applicable federal or state insurance, tax, or securities laws or

regulations, or a public ruling, private letter ruling, no-action or

interpretative letter, or any similar action by insurance, tax, or securities

regulatory authorities; (c) an administrative or judicial decision in any

relevant proceeding; (d) the manner in which the investments of any Portfolio

are being managed; (e) a difference in voting instructions given by

participating insurance companies or by variable annuity contract and variable

life insurance contract owners; or (f) a decision by an insurer to disregard the

voting instructions of Contract owners. The Board shall promptly inform the

Company if it determines that an irreconcilable material conflict exists and the

implications thereof.

5.2. The Company has reviewed a copy of the Mixed and Shared Funding

Exemptive Order, and in particular, has reviewed the conditions to the requested

relief set forth therein. The Company agrees to be bound by the responsibilities

of a participating insurance company as set forth in the Mixed and Shared

Funding Exemptive Order, including without limitation the requirement that the

Company report any potential or existing conflicts of which it is aware to the

Board. The Company will assist the Board in carrying out its responsibilities in

monitoring such conflicts under the Mixed and Shared Funding Exemptive Order, by

providing the Board in a timely manner with all information reasonably necessary

for the Board to consider any issues raised. This includes, but is not limited

to, an obligation by the Company to inform the Board whenever Contract owner

voting instructions are disregarded and by confirming in writing, at the Fund's

request, that the Company are unaware of any such potential or existing material

irreconcilable conflicts.

5.3. If it is determined by a majority of the Board, or a majority of its

disinterested Trustees, that a material irreconcilable conflict exists, the

Company shall, at its expense and to the extent reasonably practicable (as

determined by a majority of the disinterested Trustees), take whatever steps are

necessary to remedy or eliminate the irreconcilable material conflict, up to and

including: (1) withdrawing the assets allocable to some or all of the separate

accounts from the Fund or any Portfolio and reinvesting such assets in a

different investment medium, including (but not limited to) another Portfolio of

the Fund, or submitting the question whether such segregation should be

implemented to a vote of all affected Contract owners and, as appropriate,

segregating the assets of any appropriate group (i.e., annuity contract owners,

10 of 24

life insurance contract owners, or variable contract owners of one or more

Participating Insurance Companies) that votes in favor of such segregation, or

offering to the affected Contract owners the option of making such a change; and

(2) establishing a new registered management investment company or managed

separate accounts. The Company's obligations under this Section 5.3 shall not

depend on whether other affected participating insurance companies fulfill a

similar obligation.

5.4. If a material irreconcilable conflict arises because of a decision by

the Company to disregard Contract owner voting instructions and that decision

could conflict with the majority of Contract owner instructions, the Company may

be required, at the Fund's election, to withdraw the Accounts' investment in the

Fund 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 disinterested members

of the Board. Any such withdrawal and termination must take place within six (6)

months after the Fund gives written notice that this provision is being

implemented, and until the end of the six month period the Fund shall continue

to accept and implement orders by the Company for the purchase and redemption of

shares of the Fund.

5.5. If a material irreconcilable conflict arises because a particular

state insurance regulator's decision applicable to the Company conflicts with

the majority of other state regulators, then the Company will withdraw the

Accounts' investment in the Fund and terminate this Agreement within six months

after the Board informs the Company in writing that it has determined that such

decision has created an irreconcilable material 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 Board. Until the end of the foregoing six month

period, the Fund shall continue to accept and implement orders by the Company

for the purchase and redemption of shares of the Fund, subject to applicable

regulatory limitation.

5.6. For purposes of Sections 5.3 through 5.6 of this Agreement, a majority

of the disinterested members of the Board shall determine whether any proposed

action adequately remedies any irreconcilable material conflict, but in no event

will the Fund be required to establish a new funding medium for the Contracts.

The Company shall not be required by Section 5.3 to establish a new funding

medium for Contracts if an offer to do so has been declined by vote of a

majority of Contract owners materially adversely affected by the irreconcilable

material conflict. In the event that the Board determines that any proposed

11 of 24

action does not adequately remedy any irreconcilable material conflict, then the

Company will withdraw the particular Accounts' investment in the Fund 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

disinterested members of the Board.

ARTICLE VI. Applicable Law

--------------

6.1 This Agreement shall be construed and the provisions hereof interpreted

under and in accordance with the laws of the State of New York.

6.2. This Agreement shall be subject to the provisions of the 1933 Act, the

Securities Exchange Act of 1934 and the 1940 Act, and the rules and regulations

and rulings thereunder, including such exemption from those statutes, rules and

regulations as the Securities and Exchange Commission 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, provided however that the term “Registration Statement or Prospectus

for the Variable Contracts” and terms of similar import shall include (i) any

offering circular or similar document and sales literature or other promotional

materials used to offer and/or sell the variable Contracts in compliance with

the private offering exemption in the 1933 Act and applicable federal and state

laws and regulations, and (ii) the term “Registration Statement” and

“Prospectus” as defined in the 1933 Act.

ARTICLE VII. Termination

-----------

7.1 This Agreement shall terminate:

(a) at the option of any party upon six month's advance written notice to the

other parties;

(b) at the option of the Company to the extent that shares of Portfolios are

not reasonably available to meet the requirements of its Contracts or are

not appropriate funding vehicles for the Contracts, as determined by the

Company reasonably and in good faith. Prompt notice of the election to

terminate for such cause and an explanation of such cause shall be

furnished by the Company;

12 of 24

(d) at the option of the Fund or the Adviser upon institution of formal

proceedings against the Company (or its parent) by the NASD, the SEC, the

insurance commission of any state or any other regulatory body having

jurisdiction over that party, which would have a material adverse effect on

the Company's ability to perform its obligations under this Agreement;

(e) at the option of the Company upon institution of formal proceedings

against the Fund or the Adviser (or its parent) by the NASD, the SEC, or any

state securities or insurance department or any other regulatory body having

jurisdiction over that party, which would have a

material adverse effect on the Adviser's or the Fund's ability to perform its

obligations under this Agreement;

(f) at the option of the Company or the Fund upon receipt of any necessary

regulatory approvals or the vote of the Contract owners having an interest in

the Account (or any subaccount) to substitute the shares of another investment

company for the corresponding Portfolio shares of the Fund in accordance with

the terms of the Contracts for which those Portfolio shares have been selected

to serve as the underlying investment media. The Company will give 45 days prior

written notice to the Fund of the date of any proposed vote or other action

taken to replace the Fund's shares;

(g) at the option of the Company or the Fund upon a determination by a

majority of the Board, or a majority of the disinterested Board members, that an

irreconcilable material conflict exists among the interests of (i) all Contract

owners of variable insurance products of all separate accounts or (ii) the

interests of the Participating Insurance Companies investing in the Fund as

delineated in Article VII of this Agreement;

(h) at the option of the Company if the Fund ceases to

qualify as a Regulated Investment Company under Subchapter M of the Code, or

under any successor or similar provision, or if the Company reasonably believes

that the Fund may fail to so qualify;

(i) at the option of the Company if the Fund fails to meet the

diversification requirements specified in section 2.5 hereof or if the Company

reasonably believes that the Fund will fail to meet such requirements;

13 of 24


(j) at the option of any party to this Agreement, upon another party's
failure to cure a material breach of any provision of this Agreement within
thirty days after written notice thereof;
(k) at the option of the Company, if the Company determines in its sole
judgment exercised in good faith, that either the Fund or the Adviser has
suffered a material adverse change in its business, operations or financial
condition since the date of this Agreement or is the subject of material adverse
publicity which is likely to have a material adverse impact upon the business
and operations of the Company;
(l) at the option of the Fund or the Adviser, if the Fund or Adviser
respectively, shall determine in its sole judgment exercised in good faith, that
the Company has suffered a material adverse change in its business, operations
or financial condition since the date of this Agreement or is the subject of
material adverse publicity which is likely to have a material adverse impact
upon the business and operations of the Fund or the Adviser; or
(m) subject to the Fund's compliance with Section 2.5 hereof, at the option
of the Fund in the event any of the Contracts are not issued or sold in
accordance with applicable requirements of federal and/or state law.
7.2. It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section 7.1(a) may be exercised for cause
or for no cause.
ARTICLE VIII. Indemnification
---------------------------
8.1. Indemnification By The Company
------------------------------
(a) The Company agrees to indemnify and hold harmless the Fund and the
Adviser, each member of their Board of Trustees or Board of Directors, each of
their officers and each person, if any, who controls the Fund within the meaning
of Section 15 of the 1933 Act (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
litigation (including reasonable legal and other expenses), to which the

14 of 24

Indemnified Parties 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 Fund's shares or the Contracts and:

(i) 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 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 in light of the circumstances which they were made;

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 reliance upon and in conformity with

information furnished to the Company by or on behalf of the Fund or

the Adviser for use in the registration statement, prospectus or

statement of additional information for the Contracts or sales

literature (or any amendment or supplement) or otherwise for use in

connection with the sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of statements or representations by or on

behalf of the Company (other than statements or representations

contained in the Fund registration statement, Fund prospectus or sales

literature or other promotional material of the Fund not supplied by

the Company or persons under its control) or wrongful conduct of the

Company or persons under its control, with respect to the sale or

distribution of the Contracts or Fund shares, provided any such statement or

representation or such wrongful conduct was not made in reliance upon

and in conformity with information furnished in writing, viafax or via

electronic means, to the Company by or on behalf of the Advisor or the Fund; or

(iii) arise out of any untrue statement or alleged untrue statement of a

material fact contained in the Fund registration statement, Fund

prospectus, statement of additional information or sales literature or

other promotional material of the Fund or any amendment thereof or

supplement thereto or the omission or alleged omission to state

therein a material fact required to be stated therein or necessary to

make the statements therein not misleading in light of the

15 of 24

circumstances in which they were made, if such statement or omission

was made in reliance upon information furnished in writing, via fax or

via electronic means, to the Fund or the Adviser by or on behalf of

the Company or persons under its control; or

(iv) arise out of or result from any material breach of this Agreement by

the Company. except to the extent provided inSections 8.1(b)

and 8.3 hereof. This indemnification shall be in addition to any

liability which the Company may otherwise have.

(b). The Company shall not be liable under this indemnification provision

with respect to any losses, claims, damages, liabilities or litigation to which

an Indemnified Party would otherwise be subject by reason of willful

misfeasance, bad faith, 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.

8.2. Indemnification by Adviser and Fund

-----------------------------------

8.2 (a)(1). The Adviser agrees to indemnify and hold harmless the Company

and each of its directors and officers and each person, if any, who controls the

Company within the meaning of Section 15 of the 1933 Actcollectively, 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 Adviser) or litigation (including reasonable legal and other expenses) to

which the Indemnified Parties 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 Fund's shares or the Contracts and:

(i) 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 of the Fund (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 in light of the circumstances in which they were made;

16 of 24

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 reliance upon and in conformity with

information furnished in writing, via fax or via electronic means, to

the Adviser or the Fund by or on behalf of the Company for use in the

Fund registration statement, prospectus or statement of additional

information, or sales literature or other promotional material for the

Contracts or of the Fund; or

(ii) arise out of or as a result of statements or representations (other

than statements or representations contained in the Contracts or in

the Contract registration statement, the Contract prospectus,

statement of additional information, or sales literature or other

promotional material for the Contracts not supplied by the Adviser or

the Fund or persons under the control of the Adviser or the Fund

respectively) or wrongful conduct of the Adviser or persons under its

control, with respect to the sale or distribution of the Contracts,

provided any such statement or representation or such wrongful conduct

was not made in reliance upon and in conformity with information

furnished in writing, via fax or via electronic means, to the Adviser

or the Fund by or on behalf of the Company; or

(iii) arise out of any untrue statement or allegedly untrue statement of a

material fact contained in a registration statement, prospectus,

statement of additional information or sales literature covering 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 in light of the circumstances in which they

were made, if such statement or omission was made in reliance upon

information furnished in writing, via fax or via electronic means, to

the Company by or on behalf of the Fund or persons under the control

of the Adviser; or

(iv) arise out of or result from any material breach of this Agreement by

the Adviser; except to the extent provided in Sections 8.2(b) and 8.3

hereof. This indemnification shall be in addition to any liability which the

Adviser mayotherwise have.

except to the extent provided Sections 8.2(b) and 8.3 hereof. This
indemnification shall be in addition to any liability which the Adviser may
otherwise have.

17 of 24

8.2(a)(2) The Fund agrees to indemnify and hold harmless the Indemnified

Parties [as defined in Section 8.2(a)(1)] against any and all losses, claims,

damages, liabilities (including amounts paid in settlement with the written

consent of the Fund) or litigation (including reasonable legal and other

expenses) to which the Indemnified Parties 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 operations of the Fund or the sale or acquisition of the Fund's

shares and:

(i) arise out of or are based upon (a) any untrue statement or

alleged untrue statement of any material fact or (b) the omission or the

alleged omission to state therein a material fact required

to be stated therein or necessary to make the statements made

therein, in light of the circumstances in which they were made,

not misleading, if such fact, statement or omission is contained

in the registration statement for the Fund or the Contracts, or

in the prospectus or statement of additional information for the

Contracts or the Fund, or in any amendment to any of the

foregoing, or in sales literature or other promotional material

for the Contracts or of the Fund, provided, however, that this

agreement to indemnify shall not apply as to any Indemnified

Party if such statement, fact or omission or such alleged

statement, fact or omission was made in reliance upon and in

conformity with information furnished in writing, via fax or via

electronic means, to the Adviser or the Fund by or on behalf of

the Indemnified Party; or

(ii) arise out of or as a result of statements or representations

(other than statements or representations contained in the

Contracts or in the Contract registration statement, the Contract

prospectus, statement of additional information, or sales

literature or other promotional material for the Contracts not

supplied by the Adviser or the Fund or persons under the control

of the Adviser or the Fund respectively) or wrongful conduct of

the Fund or persons under its control with respect to the sale or

distribution of Contracts, provided any such statement or

representation or such wrongful conduct was not made in reliance

upon and in conformity with information furnished in writing, via

fax or via electronic means, to the Adviser or the Fund by or on

behalf of the Company; or

18 of 24

(iii) arise out of or result from any material breach of this

Agreement by the Fund (including a failure to comply with the

diversification requirements specified in Section 2.5 of this

Agreement);

except to the extent provided in Section 8.2(b) and 8.3 hereof. This

indemnification shall be in addition to any liability which the Fund may

otherwise have.

(b) The Fund and Adviser shall not be liable under this indemnification

provision with respect to any losses, claims, damages, liabilities or litigation

to which an Indemnified Party would otherwise be subject by reason of such

Indemnified Party's willful misfeasance, bad faith, 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.

8.3 Indemnification Procedure

--------------------------------

Any person obligated to provide indemnification under this

Article VIII (“indemnifying party” for the purpose of

this Section 8.3) shall not be liable under the indemnification provisions of

this Article VIII with respect to any claim made against a party entitled to

indemnification under this Article VIII (“indemnified party” for the purpose of

this Section 8.3) unless such indemnified party shall have notified the

indemnifying party in writing within a reasonable time after the summons or

other first legal process giving information of the nature of the claim shall

have been served upon such indemnified party (or after such party shall have

received notice of such service on any designated agent), but failure to notify

the indemnifying party of any such claim shall not relieve the indemnifying

party from any liability which it may have to the indemnified party against whom

such action is brought under the indemnification provisions of this Article

VIII, except to the extent that the failure to notify results in the failure of

actual notice to the indemnifying party and such indemnifying party is damaged

solely as a result of failure to give such notice. In case any such action is

brought against the indemnified party, the indemnifying party will be entitled

to participate, at its own expense, in the defense thereof. The indemnifying

party also shall be entitled to assume the defense thereof, with counsel

satisfactory to the party named in the action. After notice from the

indemnifying party to the indemnified party of the indemnifying party's election

19 of 24

to assume the defense thereof, the indemnified party shall bear the fees and

expenses of any additional counsel retained by it, and the indemnifying party

will not be liable to such party under this Agreement for any legal or other

expenses subsequently incurred by such party independentlyin connection with

the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying

party and the indemnified party shall have mutually agreed to the retention of such counsel or

(ii) the named parties to any such proceeding (including any impleaded parties)

include both the indemnifying party and the indemnified party and representation

of both parties by the same counsel would be inappropriate due to actual or

potential differing interests between them. The indemnifying party shall not be

liable for any settlement of any proceeding effected without its written consent

but if settled with such consent or if there be a final judgment for the

plaintiff, the indemnifying party agrees to indemnify the indemnified party from

and against any loss or liability by reason of such settlement or judgment.

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. Notices

Any notice shall be sufficiently given when sent by registered or certified

mail to the other party at the address of such party set forth below or at such

other address as such party may from time to time specify to the other party. If

to the Fund:

Xxxxxxxxxxx Variable Account Funds

0 Xxxxx Xxxxx Xxxxxx

Xxx Xxxx, XX 00000-0000

Attn: Xxxxxx X. Xxxxxxx, Vice President and Secretary

If to the Adviser:

OppenheimerFunds, Inc.

0 Xxxxx Xxxxx Xxxxxx

Xxx Xxxx, XX 00000-0000

Attn: Xxxxxxx Xxxxx, Vice President/Manager

20 of 24

		Variable Annuity Operations
		If to the Company:
ARTICLE X. Miscellaneous
--------------------------
10.1. The Company represents and warrants that any Contracts eligible to
purchase shares of the Fund and offered and/or sold in private placements will
comply in all material respects with the exemptions from the registration
requirements of the 1933 Act and applicable federal and state laws and
regulations.
10.2. Subject to the requirements 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
(i) this Agreement and (ii) by Title V, Subtitle A of the Xxxxx-Xxxxx-Xxxxxx Act
and by regulations adopted thereunder by regulators having jurisdiction over the
parties hereto, 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.
10.3. 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.
10.4. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
10.5. 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.
10.6. Each party hereto shall cooperate with, and promptly notify each
other party and all appropriate governmental authorities (including without
limitation the Securities and Exchange Commission, the National Association of
Securities Dealers, Inc. 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.

21 of 24

10.7. 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.

10.8. It is understood by the parties that this Agreement is not an

exclusive arrangement in any respect.

10.9. The Company and the Adviser each understand and agree that the

obligations of the Fund under this Agreement are not binding upon any Trustee or

shareholder of the Fund personally, but bind only the Fund with respect to the

Portfolio and the Portfolio's property; the Company and the Adviser each

represent that it has notice of the provisions of the Declaration of Trust of

the Fund disclaiming Trustee and shareholder liability for acts or obligations

of the Fund.

10.10. This Agreement shall not be assigned by any party hereto without the

prior written consent of all the parties. Notwithstanding the foregoing or

anything to the contrary set forth in this Agreement, the Adviser may transfer

or assign its rights, duties and obligations hereunder or interest herein to any

entity owned, directly or indirectly, by Xxxxxxxxxxx Acquisition Corp. (the

Adviser's parent corporation) or to a successor in interest pursuant to a

merger, reorganization, stock sale, asset sale or other transaction, without the

consent of the Company, as long as (i) that assignee

agrees to assume all the obligations imposed on the Adviser by this Agreement,

and (ii) the Fund consents to that assignment.

10.11. This Agreement sets forth the entire agreement between the parties

and supercedes all prior communications, agreements and understandings, oral or

written, between the parties regarding the subject matter hereof.

22 of 24

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 as of the date specified

below.

_____________ LIFE INSURANCE COMPANY

By:

Title:

Date:

XXXXXXXXXXX VARIABLE ACCOUNT

FUNDS

By:

Title:

Date:

OPPENHEIMERFUNDS, INC.

By:

Title:

Date:

23 of 24

SCHEDULE 1
Separate Accounts		Products
-----------------		--------


SCHEDULE 2
Portfolios of Xxxxxxxxxxx Variable Account Funds shown below do not include
service class shares unless expressly indicated:

24 of 24

Document Metadata

Table of Contents

FORM OF OPPENHEIMER PARTICIPATION PARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. and __________________LIFE INSURANCE COMPANY

Document Metadata