AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT Among

EXHIBIT 8(k)(iii)

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT

Among

X. XXXX PRICE INTERNATIONAL SERIES, INC.,

X. XXXX PRICE INVESTMENT SERVICES, INC.

and

INDIANAPOLIS LIFE INSURANCE COMPANY
(Successor in Interest to IL Annuity and Insurance Company)

     The Participation Agreement, made and entered into as of September 5, 1995, and amended on June 1, 2001, by and among INDIANAPOLIS LIFE INSURANCE COMPANY (successor in interest to IL Annuity and Insurance Company), a stock life insurance company organized under the laws of Indiana, on its behalf and on behalf of each segregated asset account of the Company set forth on the attached Schedule A, and the undersigned funds, each, a corporation organized under the laws of Maryland, and X. XXXX PRICE INVESTMENT SERVICES, INC., a Maryland corporation is hereby amended effective as of June 30, 2003, as follows:

     1. All references to IL Annuity and Insurance Company are hereby changed to “Indianapolis Life Insurance Company” to reflect the statutory merger of IL Annuity and Insurance Company with and into its parent, Indianapolis Life Insurance Company. Indianapolis Life Insurance Company shall be deemed to make all representations and warranties and shall accept all duties and obligations of IL Annuity and Insurance Company under this Participation Agreement,

     2. 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:		X. Xxxx Price Associates, Inc. 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx X. Xxxxxxx, Esq.
If to the Company		Indianapolis Life Insurance Company 000 Xxxxx Xxxxxx Xxxxxx Xxxxxx, Xxxxxx 00000 Attention: Xxxxxxx X. Xxxxxx, Vice President

And		Ameritas Life Insurance Corp. 0000 X Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxx
If to the Underwriter:		X. Xxxx Price Associates, Inc. 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxx, Esq. Copy to: Xxxxx X. Xxxxxxx, Esq.

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

     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to the Participation Agreement to be executed in its name and on behalf of its duly authorized representative as of June 30, 2003.

COMPANY:	INDIANAPOLIS LIFE INSURANCE COMPANY By its authorized officer
	By:	/s/ Xxxxx X. Xxxxxxxxxxxxx
		Xxxxx X. Xxxxxxxxxxxxx
		Title:	Secretary
FUND:	X. XXXX PRICE INTERNATIONAL SERIES, INC.
	By:	/s/ [illegible]
		Title: Vice President
UNDERWRITER:	X. XXXX PRICE INVESTMENT SERVICES, INC. By its authorized officer
	By:	/s/ Xxxxx X. Xxxxxxx
		Title: Vice President

SCHEDULE A

Name of Separate Account and Date		Contracts Funded by
Established by Board of Directors		Separate Account		Designated Portfolios
ILICO Separate Account 1 (11-1-94)		VA-95		X. Xxxx Price International Series, Inc.
		VCA-97		•   X. Xxxx Price International Stock Portfolio