AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND II, FIDELITY DISTRIBUTORS CORPORATION and AVIVA LIFE AND ANNUITY COMPANY (Successor in Interest to Indianapolis Life Insurance Company)

EXHIBIT 8(c)(iv)

AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT

Among

VARIABLE INSURANCE PRODUCTS FUND II,

FIDELITY DISTRIBUTORS CORPORATION

and

AVIVA LIFE AND ANNUITY COMPANY
(Successor in Interest to Indianapolis Life Insurance Company)

     The Participation Agreement made and entered into as of the 1st day of March, 1995 by and among AVIVA LIFE AND ANNUITY COMPANY (successor in interest to Indianapolis Life Insurance Company), a stock life insurance company organized under the laws of Iowa, on its own behalf and on behalf of each segregated asset account of the Company set forth on the attached Schedule A, and the VARIABLE INSURANCE PRODUCTS FUND II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts, and FIDELITY DISTRIBUTORS CORPORATION, a Massachusetts corporation, is hereby further amended effective as of October 1, 2008:

     Whereas, the Agreement was amended by Amendment No. 2 to Participation Agreement effective as of June 30, 2003 to substitute ILICO for IL Annuity and Insurance Company as a result of the merger of IL Annuity and Insurance Company into ILICO effective on June 30, 2003; and

     Whereas, in connection with the merger of IL Annuity and Insurance Company into ILICO, the separate account serving as an investment vehicle for individual deferred variable annuity contracts issued by IL Annuity and Insurance Company changed its name from IL Annuity and Insurance Co. Separate Account 1 to ILICO Separate Account 1 and became subject to the laws of the State of Indiana;

     Whereas, Indianapolis Life Insurance Company will merge with and into Aviva Life and Annuity Company (“ALAC”) effective October 1, 2008, with ALAC as the surviving corporate entity; and

     Whereas, in connection with the merger of ILICO into ALAC, ILICO Separate Account 1 will change its name to ALAC Separate Account 1 and become subject to the laws of the State of Iowa;

     Now, therefore, the Agreement as previously amended is hereby further amended by ALAC, Variable Insurance Products Fund II, and Fidelity Distributors Corporation as follows:

     1. All references to Indianapolis Life Insurance Company are hereby changed to “Aviva Life and Annuity Company” to reflect the statutory merger of Indianapolis Life and Annuity Company with and into Aviva Life and Annuity Company.

     2. All references to ILICO Separate Account 1 are hereby changed to “ALAC Separate Account 1” to reflect the name change of the separate account in connection with the merger of ILICO with and into ALAC.

     3. Article XI is hereby deleted in its entirety and replaced with the following

Article XI:

Article XI.

Notices

     Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Fund:		00 Xxxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Treasurer
If to the Company:		President Aviva Life and Annuity Company 000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxx, XX 00000
and
		Ameritas Life Insurance Corp. 0000 X Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxx
If to the Underwriter:		00 Xxxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Treasurer

     4. Schedule A shall be deleted and replaced with the attached Schedule A.

     5. Schedule C shall be deleted and replaced with the attached Schedule C.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to the Participation Agreement to be executed in its name and on its behalf of its duly authorized representative as of           , 2008.

AVIVA LIFE AND ANNUITY COMPANY
By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Secretary
FIDELITY DISTRIBUTORS CORPORATION
By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Executive Vice President
VARIABLE INSURANCE PRODUCTS FUND II
By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Fund Treasurer, Fixed Income Funds
By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Fund Treasurer, Equity Funds

Schedule A

Separate Accounts and Associated Contracts

Name of Separate Account and Policy Form Numbers of Contracts Funded

Date Established by Board of Directors		By Separate Account
ALAC Separate Account 1		VA-95
		VCA-97

Schedule C

Other investment companies currently available under variable annuities or variable life insurance issued by ALAC:

The Xxxxx American Fund (Class O Shares)
Fidelity Variable Insurance Products Funds (Initial Class)
First Eagle Variable Funds, Inc.
Xxxxxxxxx Xxxxxx Advisers Management Trust (Class I)
Pioneer Variable Contracts Trust
PIMCO Variable Insurance Trust (Administrative Class)
Premier VIT
Royce Capital Fund (Investment Class)
X. Xxxx Price Fixed Income Series, Inc.
X. Xxxx Price International Series, Inc.
Xxx Xxx Worldwide Insurance Trust