Exhibit (8)(b)(3): Amendment No. 4 to the Participation Agreement by and among
Companion Life Insurance Company, Federated Insurance
Series, formerly Insurance Management Series, and Federated
Securities Corp.
AMENDMENT NUMBER 4 TO PARTICIPATION AGREEMENT
This Amendment Number 4 (the "Amendment") to the Participation Agreement
defined below is made and entered into as of the 23rd day of October, 2003, by
and among COMPANION LIFE INSURANCE COMPANY, a New York life insurance company,
(hereinafter the "Insurer"), on its own behalf and on behalf of each segregated
asset account of the Insurer identified in the Participation Agreement (each
such account hereinafter referred to as the "Separate Account"), FEDERATED
INSURANCE SERIES, formerly Insurance Management Series, a Massachusetts business
trust (the "Fund") and Federated Securities Corp, a Pennsylvania corporation,
the "Distributor").
1. The Insurer, the Fund and the Distributor have entered into a Participation
Agreement dated as of May 25, 1995, as such agreement may be amended from
time to time (the "Participation Agreement").
2. The parties desire to amend Section 1.11 of the Participation Agreement.
AGREEMENT
---------
In consideration of their mutual promises, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Insurer, the Fund and the Distributor agree to amend the Participation Agreement
as follows:
1. Section 1.11 of the Participation Agreement is deleted and replaced in its
entirety with the following:
"1.11. The Fund shall instruct its recordkeeping agent to advise
the Insurer on each business day of the net asset value per share for each
Portfolio as soon as reasonably practical after the net asset value per
share is calculated and shall use its best efforts to make such net asset
value per share available by 7:00 p.m. Eastern time. The Fund shall report
any material error in the calculation or reporting of net asset value per
share to the Insurer promptly upon discovery, and shall adjust the number
of shares purchased or redeemed for the Account to reflect the correct net
asset value per share."
2. Except as expressly provided herein, the Participation Agreement shall
remain in full force and effect. This Amendment and the Participation Agreement,
as amended, constitute the entire agreement between the parties hereto
pertaining to the subject matter hereof and fully supersede any and all prior
agreements or understandings between the parties hereto pertaining to the
subject matter hereof. In the event of any conflict between the terms of this
Amendment and the Participation Agreement, the terms of this Amendment shall
control.
3. This Amendment may be amended only by written instrument executed by each
party hereto.
4. This Amendment shall be effective as of the date written above.
5. Any number of counterparts of this Amendment may be executed and each such
executed counterpart shall be deemed an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative as
of the date specified above.
INSURER:
COMPANION LIFE INSURANCE COMPANY
By its authorized officer
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Title: Assistant Treasurer
Date:
FUND:
FEDERATED INSURANCE SERIES
By its authorized officer
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
--------------------------------
Title: CEO
Date:
DISTRIBUTOR:
FEDERATED SECURITIES CORP.
By its authorized officer
By: /s/ Xxxx Xxxxxx
--------------------------------
Title: Senior Vice President
Date:
