EXHIBIT 8(o)(1)
AMENDMENT NO. 1
TO PARTICIPATION AGREEMENT
The Participation Agreement, dated as of May 1, 2000, between PFL LIFE
INSURANCE COMPANY, AFSG SECURITIES CORPORATION, ALLIANCE CAPITAL MANAGEMENT
L.P., and ALLIANCE FUND DISTRIBUTORS, INC. ("the Agreement") is hereby amended
as follows:
WHEREAS, Peoples Benefit Life Insurance Company ("Peoples Benefit"), an
affiliate of PFL Life Insurance Company, has registered or will register certain
variable annuity contracts and/or variable life insurance policies (both the
contracts and policies, collectively, "Policies") under the Securities Act of
1933; and
WHEREAS, Peoples Benefit has, by resolution of its Board of Directors, duly
organized and established the Peoples Benefit Life Insurance Company Separate
Account V ("Account V") as a segregated asset account to receive, set aside and
invest assets attributable to net premiums and payments received under the
Policies; and
WHEREAS, Peoples Benefit has registered or will register the Account as a
unit investment trust under the Investment Company Act of 1940; and
WHEREAS, to the extent permitted by applicable insurance law and
regulation, Peoples Benefit intends to purchase shares in one or more portfolios
of the Fund to fund the Policies on behalf of Account V, and
WHEREAS, the Fund intends to sell shares of the Portfolio(s) to Account V
at net asset value; and
WHEREAS, all of the current parties is desirous of adding Peoples Benefit
as a party, subject to the same terms and conditions, to the Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED that Peoples Benefit is authorized to
acquire shares issued by the Fund, subject to the terms and conditions of this
Agreement, and that the term "Contract" is further defined to include Peoples
Benefit's Form N-4 registration statement filed with the Securities and Exchange
Commission, 1933 Act File No. 33-80958, 194040 Act File No. 811-6564.
All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Addendum to be
executed in its name and on its behalf by its duly authorized representative as
of August 2, 2000.
PFL LIFE INSURANCE COMPANY AFSG SECURITIES CORPORATION
By: ________________________________ By: ______________________________
Title: ________________________________ Title: ______________________________
ALLIANCE CAPITAL MANAGEMENT LP ALLIANCE FUND DISTRIBUTORS, INC.
By: Alliance Capital Management
Corporation,
Its General Partner
By: ________________________________ By: ______________________________
Title: ________________________________ Title: ______________________________
PEOPLES BENEFIT LIFE INSURANCE COMPANY
By: ________________________________
Title: ________________________________