FIFTH AMENDMENT TO
PARTICIPATION AGREEMENT
THIS FIFTH AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Fifth
Amendment") is made and entered into as of the 1st day of May, 1997, by and
among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut
corporation, on its own behalf and on behalf of each segregated asset account of
the Company (each an "Account") set forth on Schedule A of the Original
Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND, an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the
"Underwriter"), a Massachusetts corporation.
WITNESSETH
WHEREAS, the Company, the Fund and the Underwriter are parties to a
Participation Agreement, dated February 1, 1994, as supplemented by First
Amendment to Participation Agreement dated as of February 1, 1995, Amendment No.
2 to Participation Agreement dated as of December 15, 1994, Third Amendment to
Participation Agreement dated as of May 1, 1995 and Fourth Amendment to
Participation Agreement dated as of January 1, 1996 (the "Original Agreement");
and
WHEREAS, the Company, the Fund and the Underwriter now desire to modify
the Original Agreement with regard to the Company's ability to redeem Fund
shares.
NOW THEREFORE, in consideration of the premises and the mutual
covenants and promises expressed herein, the parties agree as follows:
1. The first sentence of Paragraph 10.3 is amended to read as
follows:
The Company shall not redeem Fund shares attributable to the
Contracts (as opposed to Fund shares attributable to the Company's
assets held in the Account) except (i) as necessary to implement
Contract Owner initiated or approved transactions, (ii) as
required by state and/or federal laws or regulations or judicial
or other legal precedent of general application (hereinafter
referred to as a "Legally Required Redemption"), or (iii) as
permitted by an order of the SEC pursuant to Xxxxxxx 00(x) xx xxx
0000 Xxx (xx and to the extent that the SEC continues to require
the receipt of such an order or any other order of the SEC in
order for the Company to redeem Fund shares attributable to the
Contracts).
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as
of the date first above written.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Senior Vice President
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VARIABLE INSURANCE PRODUCTS FUND
By: /s/ J. Xxxx Xxxxxxxx
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Name: J. Xxxx Xxxxxxxx
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Title: Senior Vice President
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FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: President
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