AMENDMENT NO. 3 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 3 TO FUND PARTICIPATION AGREEMENT is made as of this
____ day of February, 2002 by and between SAFECO LIFE INSURANCE COMPANY (the
"Company"), AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. (the "Issuer"), and
AMERICAN CENTURY INVESTMENT SERVICES, INC. (the "Distributor"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in
the Agreement (defined below).
RECITALS
WHEREAS, the Company, the Issuer and the Distributor are parties to a
certain Fund Participation Agreement dated December 19, 1995, as amended on June
26, 1997 and September 12, 1997 (the "Agreement") whereby shares of the Funds
were made available to serve as investment funding options for the Contracts;
and
WHEREAS, the Company, the Issuer and the Distributor wish to supplement
the Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:
1. Addition of Fund. The second Whereas clause of the Agreement is
hereby amended to read "WHEREAS, the Company wished to offer as investment
options under the Contracts, VP Balanced, VP International, and VP Value (the
"Funds"), each of which is a series of mutual fund shares registered under the
Investment Company Act of 1940, as amended, and issued by the Issuer."
2. Ratification and Confirmation of Agreement. In the event
of a conflict between the terms of this Amendment No. 3 and the Agreement,
it is the intention of the parties that the terms of this Amendment No. 3
shall control and the Agreement shall be interpreted on that basis.
To the extent the provisions of the Agreement have not been amended by this
Amendment No. 3, the parties hereby confirm and ratify the Agreement.
3. Counterparts. This Amendment No. 3 may be executed in
two or more counterparts, each of which shall be an original and all of which
together shall constitute one instrument.
4. Full Force and Effect. Except as expressly supplemented,
amended or consented to hereby, all of the representations, warranties,
terms, covenants and conditions of the Agreement shall remain unamended and
shall continue to be in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3
as of the date first above written.
SAFECO LIFE INSURANCE COMPANY AMERICAN CENTURY INVESTMENT
SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------------- --------------------------
Name: Xxxxx X. Xxxxxxxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Vice President Title: President/CEO
AMERICAN CENTURY VARIABLE
PORTFOLIOS, INC.
By: /s/Xxxxxxx X. Xxxxx
--------------------------------------------
Name:Xxxxxxx X. Xxxxx
Title:President/CEO
