EXHIBIT 1-A(8)(b)(4)
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
AMONG
MFS VARIABLE INSURANCE TRUST,
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
AND
MASSACHUSETTS FINANCIAL SERVICES COMPANY
Amendment No. 2, dated as of November __, 1997, by and among THE
AMERICAN FRANKLIN LIFE INSURANCE COMPANY (the "Company"), MFS VARIABLE
INSURANCE TRUST (the "Trust") and MASSACHUSETTS FINANCIAL SERVICES COMPANY
("MFS") to the Participation Agreement, dated as of July 30, 1996, as amended
by Amendment No. 1, dated as of November 21, 1996, by and among the Company,
the Trust, and MFS (the "Agreement"),
WHEREAS, the parties to the Agreement wish to amend the Agreement to
revise Schedule A to reflect new products offered by the Company and to
change the amount of administrative service fees paid by MFS to the Company:
NOW, THEREFORE, the parties do hereby agree to amend the Agreement as
follows:
1. Section 5.4 of the Agreement is hereby amended by substituting
"0.20%" for "0.15%" in the third line of such Section, such change to take
effect on April 30, 1998.
2. Schedule A of the Agreement is amended as attached hereto.
IN WITNESS WHEREOF, each of the parties hereto have executed this
Amendment No. 2 as of the date first above written.
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
By its authorized officer,
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Title: President
MFS VARIABLE INSURANCE TRUST, ON BEHALF OF THE PORTFOLIOS
By its authorized officer and not individually,
By /s/ A. Xxxxx Xxxxxxx
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A. Xxxxx Xxxxxxx
Chairman
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By its authorized officer,
By /s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
Senior Executive Vice President
As of ___________
SCHEDULE A
ACCOUNTS, POLICIES AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
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NAME OF SEPARATE ACCOUNT
AND DATE ESTABLISHED POLICIES FUNDED PORTFOLIOS
BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT APPLICABLE TO POLICIES
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Separate Account VA-1 The Chairman combination Fixed Emerging Growth Series
May 22, 1996 and Variable Annuity Contracts Research Series
Growth with Income Series
Total Return Series
Utilities Series
Value Series
Separate Account VUL-2, EquiBuilder II Flexible Premium Emerging Growth Series
April 9, 1991 Variable Life Insurance Policies Research Series
Growth with Income Series
EquiBuilder III Flexible Premium Total Return Series
Variable Life Insurance Policies Utilities Series
Value Series
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