Exhibit (8)(c)(3): Fourth Amendment to Participation Agreement among
Companion Life Insurance Company, Variable Insurance
Products Fund II and Fidelity Distributors Corporation
FOURTH AMENDMENT TO PARTICIPATION AGREEMENT
Companion Life Insurance Company, Variable Insurance Products Fund II and
Fidelity Distributors Corporation hereby amend the Participation Agreement
("Agreement") dated March 1, 1995 as amended, by doing the following:
1. Replacing Section 2.4 in its entirety with the following:
2.4. (a) With respect to Initial Class shares, the Fund
currently does not intend to make any payments to finance distribution
expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise,
although it may make such payments in the future. The Fund has adopted
a "no fee" or "defensive" Rule 12b-1 Plan under which it makes no
payments for distribution expenses. To the extent that it decides to
finance distribution expenses pursuant to Rule 12b-1, the Fund
undertakes to have a board of trustees, a majority of whom are not
interested persons of the Fund, formulate and approve any plan under
Rule 12b-1 to finance distribution expenses.
(b) With respect to Service Class shares and Service
Class 2 shares, the Fund has adopted Rule 12b-1 Plans under which it
makes payments to finance distribution expenses. The Fund represents
and warrants that it has a board of trustees, a majority of whom are
not interested persons of the Fund, which has formulated and approved
each of its Rule 12b-1 Plans to finance distribution expenses of the
Fund and that any changes to the Fund's Rule 12b-1 Plans will be
approved by a similarly constituted board of trustees; and
2. Deleting Schedule A in its entirety and replacing it with the attached
amended Schedule A.
3. Deleting Schedule C in its entirety and replacing it with the attached
amended Schedule C.
IN WITNESS WHEREOF, the parties have hereto affixed their respective authorized
signatures, intending that this Amendment be effective as of the Effective Date
of the Agreement.
COMPANION LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx
-------------------
Name: Xxxxxxx X. Xxxx
Title: Assistant Treasurer
VARIABLE INSURANCE PRODUCTS FUND II
By: /s/ Xxxxxx Xxxxx
----------------
Xxxxxx X. Xxxxx
Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxxx,
Vice President
Schedule A
----------
Separate Accounts and Associated Contracts
------------------------------------------
Name of Separate Account and Policy Form Numbers of Contracts
Date Established by Board of Directors Funded By Separate Account Designated Portfolios
-------------------------------------- -------------------------- ---------------------
Companion Life 715Y Asset Manager: Growth Portfolio
Separate Account C (2-18-94) 729Y Asset Manager Portfolio
(variable annuities) Index 500 Portfolio
Contrafund
Companion Life 745Y Asset Manager: Growth Portfolio
Separate Account C (8-26-96) Asset Manager Portfolio
(variable life) Index 500 Portfolio
Contrafund Portfolio
Schedule C
Sponsors of other investment companies currently available under variable
annuities issued by the Companies through any Account shown in Schedule A:
Xxxxx; Deutsche; Federated; MFS; Xxxxxx Xxxxxxx; Pioneer; Xxxxxxx; X. Xxxx
Price.
