OCC ACCUMULATION TRUST

                                                                    EXHIBIT e(1)


                             OCC ACCUMULATION TRUST


                      AMENDMENT TO DISTRIBUTORS AGREEMENT


         THIS AMENDMENT dated as of February 4, 2002 to the Distributors
Agreement dated as of November 5, 1997, by and between OCC Accumulation Trust, a
Massachusetts business trust and Pacific Investment Management Company shall be
amended as follows:

         Whereas, the Distributor has changed its form of organization from a
Delaware general partnership to a Delaware limited liability company and shall
now be referred to as OCC Distributors LLC;

         Now, therefore, the parties agree as follows:

         All references to OCC Distributors in the Distributors Agreement should
be replaced with OCC Distributors LLC.

         No other changes to the Distributors Agreement shall be contemplated by
this Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by a duly authorized officer as of the day and year first written
above.

OCC ACCUMULATION TRUST                        OCC DISTRIBUTORS LLC

By: /s/Xxxxx X. Xxxxxxxx                      By:  /s/Xxxxxxx X. Xxxxxxxxx
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    Xxxxx X. Xxxxxxxx                              Xxxxxxx X. Xxxxxxxxx