Exhibit (8)(d)(2): Amendment No. 3 to the Participation Agreement by and among
Companion Life Insurance Company, MFS Variable Insurance
Trust and Massachusetts Financial Services Company.
AMENDMENT NO. 3
This is an Amendment to the Participation Agreement dated October 13, 1995,
among MFS Variable Insurance Trust (the "Trust"), Massachusetts Financial
Services Company (the "Adviser") and Companion Life Insurance Company (the
"Company"). This Amendment is effective as of September 28, 2000.
The Trust, Adviser and the Company hereby agree to replace Schedule A of
the Participation Agreement its entirety with the attached amended Schedule A
COMPANION LIFE INSURANCE COMPANY
By its authorized officer,
BY: /s/ Xxxxxxx X. Xxxx
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Title: Assistant Treasurer
Date: 6/23/03
MFS VARIABLE INSURANCE TRUST, on behalf
the Portfolios
By its authorized officer and not
individually,
BY: /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Title: Assistant Secretary
Date:
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By its authorized officer,
BY: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Title: Senior Vice President
Date:
As of September 28, 2000
SCHEDULE A
ACCOUNTS, POLICIES AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
--------------------------------------
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Name of Separate Account Policies Share Class
and Date Established Funded by (Initial or Portfolios
by Board of Directors Separate Account Service Class) Applicable to Policies
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Companion Life Separate Variable Annuity Initial MFS Capital Opportunities Series
Account C (2-18-94) 729Y- 1/96 MFS Emerging Growth Series
(Variable Annuities) MFS High Income series
MFS Research Series
MFS Strategic Income Series
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Companion Life Separate Variable Life Initial MFS Capital Opportunities Series
Account B, (8-27-94) 760Y-0600 MFS Emerging Growth Series
(Variable Life) MFS High Income series
MFS Research Series
MFS Strategic Income Series
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