[LOGO] Fidelity(R) INVESTMENTS
May 16, 2007
General American Life Insurance Company
Ms. Xxxx Xxxxxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Participation Agreement among Variable Insurance Products Fund ("Fund I"),
Fidelity Distributors Corporation (the "Underwriter") and Insurance Company
(the "Company"), dated August 3, 1992, as amended ("Participation Agreement
I"); and
Participation Agreement among Variable Insurance Products Fund II ("Fund
II"), the Underwriter and the Company, dated October 28, 1994, as amended
("Participation Agreement II")
Dear Ms. Xxxxxxxxx:
The Company, the Underwriter, and Fund I and Fund II, respectively, are parties
to the above-referenced Participation Agreements (Fund I and Fund II are
referred to as the "Current Funds"). As explained in the notice sent to you on
May 3, 2007, Fidelity is in the process of reorganizing some of the portfolios
of the Current Funds (the "Affected Portfolios") for administrative purposes. In
connection with this reorganization, the Affected Portfolios will be moved into
corresponding "shell" portfolios of a new Variable Insurance Products Fund V
("Fund V"). A list of all of the Affected Portfolios in Fund I and Fund II
covered by the reorganization and the corresponding Fund V portfolios is set
forth on the attached Exhibit.
In connection with this change, we are asking for your consent to (1) the
amendment of each Participation Agreement to add Fund V as a "Fund" party under
the terms of each Participation Agreement (the "Amendment"); and (2) the
assignment of all of each Current Fund's rights, benefits and obligations under
each Participation Agreement with respect to the Affected Portfolios to Fund V,
with respect to the corresponding portfolios of Fund V, and the release of the
Current Funds from the obligations so assigned (the "Assignment"). Each
Participation Agreement will remain in full force and effect in accordance with
its terms, as so amended and assigned herein. The Amendment will also add the
following clarifying language to each Participation Agreement as a new Article A
of the Agreement:
This Agreement shall create a separate participation agreement for each
Fund, as though the Company and title Underwriter had executed a separate,
identical form of participation agreement with each Fund. No rights,
responsibilities or liabilities of any Fund shall be attributed to any
other Fund.
Fidelity Investments Institutional 000 Xxxxx Xxxxxx
Services Company, Inc. Smithfield, RI 02917
Your signature below will indicate the Company's consent to the Amendment and
Assignment of each Participation Agreement as set forth above, to become
effective immediately upon consummation of the reorganization.
Thank you for your prompt attention to this matter. If for some reason we have
not obtained your signature prior to the reorganization, and the Company submits
orders or instructions under the Participation Agreements, we will deem the
Company to have consented to each Amendment and Assignment. Please do not
hesitate to contact your Fidelity Relationship Manager or Key Account Manager if
you have any questions.
Very truly yours,
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
VARIABLE INSURANCE PRODUCTS FUND,
VARIABLE INSURANCE PRODUCTS FUND II and
VARIABLE INSURANCE PRODUCTS FUND V
By: /s/ Xxxxxxxxx Xxxxxxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Treasurer
The Undersigned Consents to the Amendment and Assignment of each Participation
Agreement as of this 20 day of June 2007:
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Please keep one copy and return the other to:
Xxxxxx Xxxxxx, Director, Contracts Management
Fidelity Investments
000 Xxxxx Xxxxxx, X0X
Xxxxxxxxxx XX 00000
