EXHIBIT (8)(c) Participation Agreement (American Century) PARTICIPATION AGREEMENT

EXHIBIT (8)(c)

Participation Agreement (American Century)

PARTICIPATION AGREEMENT

THIS PARTICIPATION AGREEMENT is made and entered into as of May 1, 2001 by and between XXXXXXX XXXXX LIFE INSURANCE COMPANY (the “Company”), and AMERICAN CENTURY INVESTMENT SERVICES, INC. (“Distributor”).

WHEREAS, the Company offers to the public certain individual variable annuity and variable life insurance contracts (the “Contracts”); and

WHEREAS, the Company wishes to make available as investment options under certain of the Contracts as listed in Exhibit A, designated series of mutual fund shares as listed in Exhibit B (the “Funds”), each of which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and issued by American Century Variable Portfolios, Inc. (the “Issuer”); and

WHEREAS, on the terms and conditions hereinafter set forth, Distributor desires to make shares of the Funds available as investment options under the Contracts and to retain the Company to perform certain administrative services on behalf of the Funds, and the Company is willing and able to furnish such services;

NOW, THEREFORE, the Company and Distributor agree as follows:

1. Transactions in the Funds. Subject to the terms and conditions of this Agreement, Distributor will cause the Issuer to make shares of the Funds available to be purchased, exchanged, or redeemed, by or on behalf of the Accounts (defined in Section 7(a) below) through a single account per Fund at the net asset value applicable to each order. The Funds’ shares shall be purchased and redeemed on a net basis in such quantity and at such time as determined by the Company to satisfy the requirements of the Contracts for which the Funds serve as underlying investment media. Dividends and capital gains distributions will be automatically reinvested in full and fractional shares of the Funds.

2. Administrative Services. The Company agrees to provide all administrative services for the Contract owners in accordance with the provisions of that certain Administrative Services Agreement between the Company and Distributor of even date herewith.

3. Timing of Transactions. Distributor hereby appoints the Company as agent for the Funds for the limited purpose of accepting purchase and redemption orders for Fund shares from the Contract owners. On each day the New York Stock Exchange (the “Exchange”) is open for business (each, a “Business Day”), the Company may receive instructions from the Contract owners for the purchase or redemption of shares of the Funds (“Orders”). Orders received and accepted by the Company prior to the close of regular trading on the Exchange (the “Close of Trading”) on any given Business Day (currently, 4:00 p.m. Eastern time) and transmitted to the Funds’ transfer agent by 8:00 a.m. Eastern time on such Business Day will be executed at the net asset value determined

as of the Close of Trading on the next Business Day. Any Orders received by the Company on such day but after the Close of Trading, and all Orders that are transmitted to the Funds’ transfer agent after 8:00 a.m. Eastern time on the next Business Day, will be executed at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day as of which an Order is executed by the Funds’ transfer agent pursuant to the provisions set forth above is referred to herein as the “Trade Date”. All orders are subject to acceptance or rejection by Distributor or the Funds in the sole discretion of either of them.

4. Processing of Transactions.

(a) If transactions in Fund shares are to be settled through the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV) system, the terms of the Fund/SERV and Networking Agreement, between Company and American Century Services Corporation, an affiliate of Distributor, shall apply.

(b) If transactions in Fund shares are to be settled directly with the Funds’ transfer agent, the following provisions shall apply:

(1) By 6:30 p.m. Eastern time on each Business Day, Distributor (or one of its affiliates) will provide to the Company via facsimile or other electronic transmission acceptable to the Company the Funds’ net asset value, dividend and capital gain information and, in the case of income funds, the daily accrual for interest rate factor (mil rate), determined at the Close of Trading.

(2) By 8:00 a.m. Eastern time on the Business Day next following the Trade Date, the Company will provide to Distributor via facsimile or other electronic transmission acceptable to Distributor a report stating whether the instructions received by the Company from Contract owners by the Close of Trading on such Business Day resulted in the Accounts being a net purchaser or net seller of shares of the Funds. As used in this Agreement, the phrase “other electronic transmission acceptable to Distributor” includes the use of remote computer terminals located at the premises of the Company, its agents or affiliates, which terminals may be linked electronically to the computer system of Distributor, its agents or affiliates (hereinafter, “Remote Computer Terminals”).

(3) Upon the timely receipt from the Company of the report described in (2) above, the Funds’ transfer agent will execute the purchase or redemption transactions (as the case may be) at the net asset value computed as of the Close of Trading on the Trade Date. Payment for net purchase transactions shall be made by wire transfer to the applicable Fund custodial account designated by the Funds on the Business Day next following the Trade Date. Such wire transfers shall be initiated by the Company’s bank prior to 4:00 p.m. Eastern time and received by the Funds prior to 6:00 p.m. Eastern time on the Business Day next following the Trade Date (“T+1”). If payment for a purchase Order is not timely received, such Order will be, at Distributor’s option, either (i) executed at the net asset value determined on the Trade Date, and the Company shall be

responsible for all costs to Distributor or the Funds resulting from such delay, or (ii) executed at the net asset value next computed following receipt of payment. Payments for net redemption transactions shall be made by wire transfer by the Issuer to the account(s) designated by the Company on T+1; provided, however, the Issuer reserves the right to settle redemption transactions within the time period set forth in the applicable Fund’s then-current prospectus. On any Business Day when the Federal Reserve Wire Transfer System is closed, all communication and processing rules will be suspended for the settlement of Orders. Orders will be settled on the next Business Day on which the Federal Reserve Wire Transfer System is open and the original Trade Date will apply.

5. Prospectus and Proxy Materials.

(a) Distributor shall provide the Company with copies of the Issuer’s proxy materials, periodic fund reports to shareholders and other materials that are required by law to be sent to the Issuer’s shareholders. In addition, Distributor shall provide the Company with a sufficient quantity of prospectuses of the Funds to be used in conjunction with the transactions contemplated by this Agreement, together with such additional copies of the Issuer’s prospectuses as may be reasonably requested by Company. If the Company provides for pass-through voting by the Contract owners, or if the Company determines that pass-through voting is required by law, Distributor will provide the Company with a sufficient quantity of proxy materials for each, as directed by the Company.

(b) The cost of preparing, printing and shipping of the prospectuses, periodic fund reports and other materials of the Issuer to the Company shall be paid by Distributor or its agents or affiliates; provided, however, that if at any time Distributor or its agent reasonably deems the usage by the Company of such items to be excessive, it may, prior to the delivery of any quantity of materials in excess of what is deemed reasonable, request that the Company demonstrate the reasonableness of such usage. If Distributor believes the reasonableness of such usage has not been adequately demonstrated, it may request that the party responsible for such excess usage pay the cost of printing (including press time) and delivery of any excess copies of such materials. Unless the Company agrees to make such payments, Distributor may refuse to supply such additional materials and Distributor shall be deemed in compliance with this Section 5 if it delivers to the Company at least the number of prospectuses and other materials as may be required by the Issuer under applicable law.

(c) If the Company so requests, Distributor shall provide the Issuer’s prospectuses, periodic fund reports and other materials of the Issuer to the Company by electronic file instead of by paper copy. If the Company chooses to receive electronic files, the Company shall be responsible for any costs of preparing, printing and shipping such documents.

(d) The cost of any distribution of prospectuses, proxy materials, periodic fund reports and other materials of the Issuer to the Contract owners shall be paid by the Company and shall not be the responsibility of Distributor or the Issuer.

6. Record Owner.

The Separate Accounts listed in Exhibit A shall be the sole shareholder of Fund shares purchased for the Contract owners pursuant to this Agreement (the “Record Owner”). The Record Owner shall properly complete any applications or other forms required by Distributor or the Issuer from time to time.

7. Representations.

(a) The Company represents and warrants that (i) this Agreement has been duly authorized by all necessary corporate action and, when executed and delivered, shall constitute the legal, valid and binding obligation of the Company, enforceable in accordance with its terms; (ii) it has established the Separate Accounts listed in Schedule A hereto (the “Accounts”), each of which is a duly authorized and established separate account under Arkansas Insurance law, and has registered each Account as a unit investment trust under the 1940 Act to serve as an investment vehicle for the Contracts; (iii) each Contract provides for the allocation of net amounts received by the Company to an Account for investment in the shares of one or more specified investment companies selected among those companies available through the Account to act as underlying investment media; (iv) selection of a particular investment company is made by the Contract owner under a particular Contract, who may change such selection from time to time in accordance with the terms of the applicable Contract; and (v) the activities of the Company contemplated by this Agreement comply in all material respects with all provisions of federal and state securities laws applicable to such activities.

(b) Distributor represents that (i) this Agreement has been duly authorized by all necessary corporate action and, when executed and delivered, shall constitute the legal, valid and binding obligation of Distributor, enforceable in accordance with its terms; (ii) the prospectus of each Fund complies in all material respects with federal and state securities laws; (iii) shares of the Issuer are registered and authorized for sale in accordance with all federal and state securities laws; (iv) each Fund engages in business as an open-end, diversified management investment company and was established for the purpose of serving as the investment vehicle for separate accounts established for variable life insurance contracts and variable annuity contracts to be offered by insurance companies which have entered into agreements substantially similar to this Agreement; (v) each Fund is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and they will maintain such qualification (under Subchapter M or any successor or similar provision); (vi) each Fund will at all times be adequately diversified within the meaning of 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 or successors thereto; (vii) the Issuer is lawfully organized and validly existing under the laws of the State of Maryland and it does and will comply with applicable provisions of the 1940 Act; (viii) the Funds and all of their directors, officers, employees and other individuals/entities having access to the funds and/or securities of the Funds are and continue to be at all times covered by a blanket

fidelity bond or similar coverage issued by a reputable bonding company (including coverage for larceny and embezzlement) for the benefit of each Fund in an amount not less than the minimal coverage as required currently by Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time; (ix) the Distributor is a member in good standing of the NASD and is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”); and (x) the Distributor will sell and distribute the Funds’ shares in accordance with all applicable federal and state securities laws.

8. Additional Covenants and Agreements.

(a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws.

(b) Each party shall promptly notify the other party in the event that it is, for any reason, unable to perform any of its obligations under this Agreement.

(c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with Section 8(c) hereof.

(d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the owner of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is “an appropriate person” as used in Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to the transmission of instructions regarding Fund shares on behalf of the owner of such Fund shares. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor.

(e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds vis-a-vis the other investment media made available for the Contracts by the Company.

(f) The Company shall not, without the written consent of Distributor, make representations concerning the Issuer or the shares of the Funds except those contained in the then-current prospectus and in current printed sales literature approved by Distributor or the Issuer.

(g) Advertising and sales literature with respect to the Issuer or the Funds prepared by the Company or its agents, if any, for use in marketing shares of the Funds as underlying investment media to Contract owners shall be submitted to Distributor for review and approval at least 10 business days before such material is used. No such material shall be used unless the Distributor or its designee approves such material within the 10 business days after receipt thereof.

9. Use of Names. Except as otherwise expressly provided for in this Agreement, neither Distributor nor any of its affiliates nor the Funds shall use any trademark, trade name, service xxxx or logo of the Company, or any variation of any such trademark, trade name, service xxxx or logo, without the Company’s prior written consent, the granting of which shall be at the Company’s sole option. Except as otherwise expressly provided for in this Agreement, the Company shall not use any trademark, trade name, service xxxx or logo of the Issuer, Distributor or any variation of any such trademarks, trade names, service marks, or logos, without the prior written consent of either the Issuer or Distributor, as appropriate, the granting of which shall be at the sole option of Distributor and/or the Issuer.

10. Proxy Voting.

(a) The Company shall provide pass-through voting privileges to all Contract owners so long as the SEC continues to interpret the 1940 Act as requiring such privileges. It shall be the responsibility of the Company to assure that it and the separate accounts of the other Participating Companies (as defined in Section 12(a) below) participating in any Fund calculate voting privileges in a consistent manner.

(b) The Company will distribute to Contract owners all proxy material furnished by Distributor and will vote shares in accordance with instructions received from such Contract owners. The Company shall vote Fund shares for which no voting instructions are received in the same proportion as shares for which such instructions have been received. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

11. Indemnity.

(a) Distributor agrees to indemnify and hold harmless the Company and its officers, directors, employees, agents, affiliates and each person, if any, who controls the Company within the meaning of the Securities Act of 1933 (collectively, the “Indemnified Parties” for purposes of this Section 11(a)) against any losses, claims, expenses, damages or liabilities (including amounts paid in settlement thereof) or litigation expenses (including legal and other expenses) (collectively,

“Losses”), to which the Indemnified Parties may become subject, insofar as such Losses (i) result from a breach by Distributor of a material provision of this Agreement, or (ii) arise out of or are based upon any untrue statement of material fact contained in the Issuer’s registration statement (or any amendment or supplement thereto) or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. Distributor will reimburse any legal or other expenses reasonably incurred by the Indemnified Parties in connection with investigating or defending any such Losses. Distributor shall not be liable for indemnification hereunder if such Losses are attributable to the negligence or misconduct of the Company in performing its obligations under this Agreement.

(b) The Company agrees to indemnify and hold harmless Distributor and the Issuer, and their respective officers, directors, employees, agents, affiliates and each person, if any, who controls Issuer or Distributor within the meaning of the Securities Act of 1933 (collectively, the “Indemnified Parties” for purposes of this Section 11(b)) against any Losses to which the Indemnified Parties may become subject, insofar as such Losses (i) result from a breach by the Company of a material provision of this Agreement; (ii) result from the use by any person of the Remote Computer Terminals; or (iii) arise out of or are based upon any untrue statement of any material fact contained in the registration statement or private offering memorandum for the Contracts or contained in the Contracts (or any amendment or supplement to any of the foregoing) or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Issuer for use in the registration statement or private offering memorandum for the Contracts (or any amendment or supplement to any of them). The Company will reimburse any legal or other expenses reasonably incurred by the Indemnified Parties in connection with investigating or defending any such Losses. The Company shall not be liable for indemnification hereunder if such Losses are attributable to the negligence or misconduct of Distributor or the Issuer in performing their obligations under this Agreement.

(c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 11. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish to, assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 11 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.

(d) If the indemnifying party assumes the defense of any such action, the indemnifying party shall not, without the prior written consent of the indemnified parties in such action, settle or compromise the liability of the indemnified parties in such action, or permit a default or consent to the entry of any judgment in respect thereof, unless in connection with such settlement, compromise or consent, each indemnified party receives from such claimant an unconditional release from all liability in respect of such claim.

12. Potential Conflicts

(a) The Company has received a copy of an application for exemptive relief, as amended, filed by the Issuer on December 21, 1987, with the SEC and the order issued by the SEC in response thereto (the “Shared Funding Exemptive Order”). The Company has reviewed the conditions to the requested relief set forth in such application for exemptive relief. As set forth in such application, the Board of Directors of the Issuer (the “Board”) will monitor the Issuer for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts (“Participating Companies”) investing in funds of the Issuer. An irreconcilable material conflict may arise for a variety of reasons, including: (i) an action by any state insurance regulatory authority; (ii) a change 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 actions by insurance, tax or securities regulatory authorities; (iii) an administrative or judicial decision in any relevant proceeding; (iv) the manner in which the investments of any portfolio are being managed; (v) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract owners; or (vi) 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.

(b) The Company will 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 under the Shared Funding Exemptive Order by providing the Board 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.

(c) If a majority of the Board, or a majority of its disinterested Board members, determines that a material irreconcilable conflict exists with regard to contract owner investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company is responsible for causing or creating said conflict, the Company shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include but shall not be limited to:

(i)

withdrawing the assets allocable to the Accounts from the Fund and reinvesting such assets in a different investment medium or submitting the question of 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, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and/or

	(ii)		establishing a new registered management investment company or managed separate account.

(d) If a material irreconcilable conflict arises as a result of a decision by the Company to disregard its contract owner voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contract owners having an interest in the Issuer, the Company at its sole cost, may be required, at the Board’s election, to withdraw an Account’s investment in the Issuer 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.

(e) For the purpose of this Section 12, a majority of the disinterested Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Issuer be required to establish a new funding medium for any Contract. The Company shall not be required by this Section 12 to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contract owners materially adversely affected by the irreconcilable material conflict.

13. Termination; Withdrawal of Offering. This Agreement may be terminated by either party upon 180 days’ prior written notice to the other party. Notwithstanding the above, the Issuer reserves the right, without prior notice, to suspend sales of shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (A) any regulatory body commences formal proceedings against the Company, Distributor, affiliates of Distributor, or the Issuer, which proceedings Distributor reasonably believes may have a material adverse impact on the ability of Distributor, the Issuer or the Company to perform its obligations under this Agreement or (B) in the judgment of Distributor, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditions.

The Company reserves the right to terminate the Agreement:

(a) if shares of the Funds are not reasonably available to meet the requirements of the Contracts as determined by the Company;

(b) upon institution of formal proceedings against a Fund or Distributor by the National Association of Securities Dealers, the Securities and Exchange Commission, or any state securities or insurance department or any other regulatory body, which would have a material adverse effect

on the Distributor’s or a Fund’s ability to perform its obligations under this Agreement;

(c) upon a determination by a majority of the Board of Issuer, or a majority of the disinterested Directors, that a material irreconcilable 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 Funds, as discussed in Section 12 above;

(d) as to any Fund, 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;

(e) as to any Fund, if the Fund fails to meet the diversification requirements of Section 817(h) of the Code or if the Company reasonably believes that the Fund will fail to meet such requirements; or

(f) if the Company determines in its sole judgment exercised in good faith, that either any Fund or the Distributor has suffered a material adverse change in its business, operations, or financial condition 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 or the Contracts (including the sale thereof).

Notwithstanding the foregoing, this Agreement may be terminated immediately (i) by any party as a result of any other breach of this Agreement by another party, which breach is not cured within 30 days after receipt of notice from the other party, or (ii) by any party upon a determination that continuing to perform under this Agreement would, in the reasonable opinion of the terminating party’s counsel, violate any applicable federal or state law, rule, regulation or judicial order. Termination of this Agreement shall not affect the obligations of the parties to make payments under Section 4 for Orders received by the Company prior to such termination and shall not affect the Issuer’s obligation to maintain the Accounts as set forth by this Agreement. Following termination, Distributor shall not have any Administrative Services payment obligation to the Company (except for payment obligations accrued but not yet paid as of the termination date).

14. Non-Exclusivity. Both parties acknowledge and agree that this Agreement and the arrangement described herein are intended to be non-exclusive and that each party is free to enter into similar agreements and arrangements with other entities.

15. Survival. The provisions of Section 9 (Use of Names) and Section 11 (Indemnity) of this Agreement shall survive termination of this Agreement.

16. Amendment. Neither this Agreement, nor any provision hereof, may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by all of the parties hereto.

17. Notices. All notices and other communications hereunder shall be given or made in writing and shall be delivered personally, or sent by telex, telecopier, express delivery or registered or certified mail, postage prepaid, return receipt requested, to the party or parties to whom they are directed at the following addresses, or at such other addresses as may be designated by notice from such party to all other parties.

To the Company:

Xxxxxxx Xxxxx Life Insurance Company
0 Xxxxxx Xxxx - 0^xx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Xx.
(000) 000-0000 (office number)
(000) 000-0000 (telecopy number)

To the Issuer or Distributor:

American Century Investment Services, Inc.
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxx, Esq.
(000) 000-0000 (office number)
(000) 000-0000 (telecopy number)

Any notice, demand or other communication given in a manner prescribed in this Section 17 shall be deemed to have been delivered on receipt.

18. Successors and Assigns. This Agreement may not be assigned without the written consent of both parties to the Agreement at the time of such assignment. This Agreement shall be binding upon and inure to the benefit both parties hereto and their respective permitted successors and assigns.

19. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any party hereto may execute this Agreement by signing any such counterpart.

20. Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

21. Entire Agreement. This Agreement, including the attachments hereto, constitutes the entire agreement between the parties with respect to the matters dealt with herein, and

supersedes all previous agreements, written or oral, with respect to such matters.

If the foregoing correctly sets forth our understanding, please indicate your agreement to and acceptance thereof by signing below, whereupon this Agreement shall become a binding agreement between us as of the latest date indicated.


		AMERICAN CENTURY INVESTMENT SERVICES, INC.

		By:		Xxxxxxx X. Xxxxx

		Name:		Xxxxxxx X. Xxxxx
		Title:		Executive Vice President
		Date:		7/16/01

We agree to and accept the terms of the foregoing Agreement.


		XXXXXXX XXXXX LIFE INSURANCE COMPANY

		By:		/s/ Xxxxx X. Xxxxxxxx

		Name:		Xxxxx X. Xxxxxxxx
		Title:		President and General Counsel
		Date:

Exhibit A

Separate Accounts and Contracts

• Name of Separate Account and Date Established by the Board of Directors:

Xxxxxxx Xxxxx Life Variable Annuity Separate Account A - 08/06/1991

• Form Number and Names of Contracts Funded by Separate Account:

Xxxxxxx Xxxxx Retirement Plus
Forms ML-VA-001 and ML-VA-002 and state variations thereof
Flexible Premium Variable Annuity Contract

Exhibit B

Funds of American Century Portfolios, Inc.

Offered to the Separate Accounts Listed in Schedule A

• VP International Fund

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EXHIBIT (8)(c) Participation Agreement (American Century) PARTICIPATION AGREEMENT

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