AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND II, FIDELITY DISTRIBUTORS CORPORATION and INDIANAPOLIS LIFE INSURANCE COMPANY (Successor In Interest to IL Annuity and Insurance Company)

EXHIBIT 8(c)(iii)

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT

Among

VARIABLE INSURANCE PRODUCTS FUND II,

FIDELITY DISTRIBUTORS CORPORATION

and

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

     The Participation Agreement made and entered into as of the 1st day of March, 1995 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 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 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.

     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:		00 Xxxxxxxxxx Xxxxxx
		Xxxxxx, Xxxxxxxxxxxxx 00000
		Attention: Treasurer
If to the Company:		Indianapolis Life Insurance Company
		000 Xxxxx Xxxxxx Xxxxxx
		Xxxxxx, Xxxxxx 00000
		Attention: Xxxxxxx X. Xxxxxx, Vice President

		Arneritas Life Insurance Corp.
		0000 0 Xxxxxx
		Xxxxxxx, Xxxxxxxx 00000
		Attention: Xxxxx Xxxxxx
If to the Underwriter:		00 Xxxxxxxxxx Xxxxxx
		Xxxxxx, Xxxxxxxxxxxxx 00000
		Attention: Treasurer

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

     4. 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 June 30, 2003.

INDIANAPOLIS LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X. Xxxxxxxxxxxxx
		Name: Xxxxx X. Xxxxxxxxxxxxx
		Title:   Secretary
FIDELITY DISTRIBUTORS CORPORATION
By:		/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title:   Executive Vice President
VARIABLE INSURANCE PRODUCTS FUND II
By:		s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title:   Treasuter

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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
ILICO Separate Account 1		VA-95
		V CA-97

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Schedule C

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

The Xxxxx American Fund (Class O Shares)
Fidelity Variable Insurance Products Funds (Initial Class)
First Eagle Variable Funds, Inc.
Xxxxxxxxx Xxxxxx AMT (Class I)
PIMCO Advisors VIT
PIMCO VIT (Administrative Class)
Royce Capital Fund
SAFECO Resource Series Trust
X. Xxxx Price Fixed Income Series, Inc.
X. Xxxx Price International Series, Inc.
Xxx Xxx Worldwide Insurance Trust

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