PARTICIPATION AGREEMENT
AMENDMENT NO. 2
This Amendment No 2 to the Participation Agreement and Schedule thereto is made
as of March 15, 1999, by and between XXXXXXX XXXXX VARIABLE INSURANCE TRUST, an
unincorporated business trust formed under the laws of Delaware (the "Trust"),
XXXXXXX, SACHS & CO., a New York limited partnership (the "Distributor"), and
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a Delaware life insurance company
(the "Company"), on its own behalf and on behalf of each separate account of the
Company identified in the Participation Agreement. Capitalized terms used in
this Amendment without definition shall have the respective meanings given to
such terms in the Participation Agreement referred to below.
WHEREAS, the Trust, the Distributor and the Company entered into a Participation
Agreement dated February 17, 1998; and
WHEREAS, the Trust, the Distributor and the Company desire to add an additional
separate account to schedule 1 and two additional Contracts to Schedule 2.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to amend the
Participation Agreement and Schedule, pursuant to the terms of the Participation
Agreement, as follows:
1. Schedule 1 of the Participation Agreement is hereby amended to add Variable
Account I as follows:
Date Established by
Name of Account and Board of Directors of SEC1940 Act Type of Product
Subaccounts the Company Registration Number Supported by Account
----------------------- --------------------- ------------------- --------------------
Sun Life of Canada U.S. December 1, 1998 811-09137 Combination
Variable Account I Fixed/Variable Life
Insurance
2. Schedule 2 of the Participation Agreement is hereby amended add the Futurity
Focus Contract and to add the Futurity Variable Universal Life Insurance
Contract as follows:
SEC 1933 Act
Policy Marketing Name Registration Number Contract Form Number Annuity or Life
---------------------- ------------------- -------------------- ---------------
Futurity Focus 333-0527 RC-MVA-CONT-96 Annuity
RC-MVA-CERT-96
Futurity Variable Universal 333-68601 FPVUL-1999 Life
Life Insurance
IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this
Agreement and Schedules 1 and 2 thereto.
XXXXXXX XXXXX VARIABLE INSURANCE TRUST
(Trust)
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Secretary
XXXXXXX, XXXXX & CO.
(Distributor)
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Company)
By:
-----------------------------------------
Name:
Title:
