Exhibit (8)(c)(5): Fifth Amendment to the Participation Agreement by and among
Companion Life Insurance Company, Variable Insurance
Products Funds II and Distributors Company.
FIFTH 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. Deleting Schedule A in its entirety and replacing it with the attached
amended Schedule A.
2. 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 September 28, 2000.
COMPANION LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Assistant Treasurer
VARIABLE INSURANCE PRODUCTS FUND II
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Treasurer
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Don Holborn
---------------------------------
Name: Don Holborn
Title: Executive Vice President
Schedule A
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Separate Accounts and Associated Contracts
------------------------------------------
Name of Separate Account Policy Form Numbers of
and Date Established by Contracts Funded By Separate
Board of Directors Account Designated Portfolios
Companion Life 715Y-0195 Asset Manager Portfolio
Separate Account C 729Y-1/96 Contrafund Portfolio
(2-18-94) (variable Equity Income Portfolio
annuities) Index 500 Portfolio
Mid Cap Service
Portfolio
Companion Life 760Y-0600 Asset Manager Portfolio
Separate Account B Contrafund Portfolio
(8-27-94) (variable Equity Income Portfolio
life) Index 500 Portfolio
Mid Cap Service
Portfolio
Schedule C
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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.
