AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT

                                      AMONG

                    WESTERN-SOUTHERN LIFE ASSURANCE COMPANY,

                         PIMCO VARIABLE INSURANCE TRUST,

                                       AND

                          PIMCO FUNDS DISTRIBUTORS LLC

         This Amendment No. 1 to the Participation Agreement dated April 9, 1999
(the "Agreement") between Western-Southern Life Assurance Company (the
"Company"), PIMCO Variable Insurance Trust (the "Fund"), and PIMCO Funds
Distributors LLC (the "Underwriter") is effective as of April 1, 2000.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Agreement.

         WHEREAS, the Company, the Fund, and the Underwriter have entered into
the Agreement to provide for the purchase by the Company, on behalf of one or
more of its segregated asset accounts ("Accounts"), of shares of beneficial
interest of the several series ("Portfolios") of the Fund;

         WHEREAS, the Fund, effective April 1, 2000, may offer shares of its
Portfolios in two classes, designated "Institutional Class" shares and
"Administrative Class" shares;

         WHEREAS, the shares of the Portfolios offered prior to April 1, 2000
have been designated as Administrative Class shares;

         NOW THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Underwriter agree that the final WHEREAS clause in the
Agreement be amended to read as follows:

                  "WHEREAS, to the extent permitted by applicable insurance laws
                  and regulations, the Company intends to purchase
                  Administrative Class shares in the Portfolios listed in
                  Schedule A hereto, as it may be amended from time to time by
                  mutual written agreement (the "Designated Portfolios") on
                  behalf of the Account to fund the aforesaid Contracts, and the
                  Underwriter is authorized to sell such shares to the Account
                  at net asset value;"

     This Amendment No. 1 may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.






WESTERN-SOUTHERN LIFE ASSURANCE COMPANY

                                            By its authorized officer

                                            By:
                                               ---------------------------------
                                            Title:
                                                  ------------------------------
                                            Date:
                                                 -------------------------------


PIMCO VARIABLE INSURANCE TRUST

                                            By its authorized officer

                                            By:
                                               ---------------------------------
                                            Title:
                                                  ------------------------------
                                            Date:
                                                 -------------------------------


PIMCO FUNDS DISTRIBUTORS LLC

                                            By its authorized officer

                                            By:
                                               ---------------------------------
                                            Title:
                                                  ------------------------------
                                            Date:
                                                 -------------------------------


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