Ex. 8(a)(2)
[JPFIC letterhead]
_______ __, 2000
VIA FIRST CLASS MAIL
Dear _______:
Attached, for your signature, is a novation to your current Participation
Agreement dated November 17, 1997, by and between ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Life
Insurance Company ("▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"), on its own behalf and on behalf of the
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Variable Annuity Separate Account (the "Separate Account"),
MFS Variable Insurance Trust, and Massachusetts Financial Services Company (the
"Novation"). A novation is a mechanism by which parties to an underlying
agreement (here, the Participation Agreement) may make a substitution of one or
more of the parties to that agreement quickly and efficiently, without
disruption of normal business flow and without the need to enter into a new
agreement.
This Novation will not alter the terms of the current Participation
Agreement; rather, it merely provides for Jefferson Pilot Financial Insurance
Company ("JP Financial") to replace ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as a party to the
Participation Agreement. JP Financial will be the surviving company following
the merger of JP Financial, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and one other subsidiary of
Jefferson-Pilot Corporation (the "Merger"). As a practical matter, this Novation
will not cause any interruption in business or in the purchase or redemption of
fund shares by the Separate Account under the current Participation Agreement.
The purpose of this Novation is to document JP Financial, on its own behalf and
on behalf of the Separate Account, becoming a party to the Participation
Agreement in place of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and the Separate Account continuing to
purchase and redeem fund shares on the same terms as are in effect prior to the
Merger.
Please sign this Novation in the space provided and return it as soon as
possible. The Merger is scheduled to close on [August 1, 2000], and the Novation
will be effective as of the closing date of the Merger. Thus, in any event, we
will presume that any purchases or redemptions made after the effective date of
this Novation indicate your acceptance of JP Financial's assumption of ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇'▇ rights and obligations under the Participation Agreement.
Very truly yours,
Novation to Participation Agreement
WHEREAS, on November 17, 1997, a Participation Agreement (the "Agreement")
was entered into by and among ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Life Insurance Company of
America ("▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"), on its own behalf and on behalf of the ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Variable Annuity Separate Account (the "Separate Account"), MFS
Variable Insurance Trust (the "Trust") and Massachusetts Financial Services
Company (the "Adviser") whereby ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ issues certain variable
annuity contracts (the "Contracts"), the Trust acts as the underlying investment
vehicle of such contracts and the Adviser serves as investment adviser to the
Trust. A copy of the Agreement is attached hereto and made a part hereof. The
Agreement, by its terms, provides for amendment upon the written agreement of
all parties; and
WHEREAS, the closing of the merger of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with and into
Jefferson Pilot Financial Insurance Company ("JP Financial"), with JP Financial
the surviving company (the "Merger") is currently scheduled for [August 1,
2000];
It is therefore agreed:
1. Substitution of Party - The Agreement is amended to provide for JP
Financial to act as the issuer of the Contracts in substitution of ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇.
2. Change of Name - The Agreement is amended to reflect the change of the
name of the Separate Account to "JPF Variable Annuity Separate Account II."
3. Performance of Duties - JP Financial hereby assumes and agrees to
perform the duties previously performed by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ under the
Agreement.
4. Assumption of Rights - JP Financial hereby assumes the rights
previously held by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ under the Agreement.
5. Effective Date - This Novation shall take effect as of the actual
closing date of the Merger, and such effectiveness is conditioned upon the
closing of the Merger. JP Financial will
notify the other parties hereto of any change in the scheduled closing date and
of the actual closing date.
In witness whereof the parties have signed this instrument.
Executed this _____ day of _______, 2000.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Life Insurance Company of America
By:_____________________________
MFS Variable Insurance Trust
By:_____________________________
Massachusetts Financial Services Company
By:_____________________________
Jefferson Pilot Financial Insurance Company
By:_____________________________
