AMENDMENT
PARTICIPATION AGREEMENTS
AMONG
VARIABLE INSURANCE PRODUCTS FUND II,
VARIABLE INSURANCE PRODUCTS FUND V,
FIDELITY DISTRIBUTORS CORPORATION
AND
GENERAL AMERICAN LIFE INSURANCE COMPANY
This Amendment serves as Amendment No. 2 to the Participation Agreement
("Agreement"), dated February 15, 1995, by and among Fidelity Distributors
Corporation (the "Underwriter"), Variable Insurance Products Fund II and General
American Life Insurance Company as well as Amendment No. 1 to the Participation
Agreement Letter between Fidelity Distributors Corporation, Variable Insurance
Products Fund V and General American Life Insurance Company, dated June 20,
2007, is effective this 1st day of July, 2012. All capitalized terms used
herein and not otherwise defined shall have the meaning ascribed to such term in
the respective Agreements.
WHEREAS, Variable Insurance Products Fund II and Variable Insurance
Products Fund V (collectively the "Fund") have entered into distribution
agreements pursuant to which the Underwriter acts as distributor of the Fund;
WHEREAS, the Fund and the Company agree to distribute the prospectuses of
the portfolios of the Fund pursuant to Rule 498 of the Securities Act of 1933
("Rule 498"); and
WHEREAS, the Company, the Fund and the Underwriter desire to amend the
Agreement to expand the list of Accounts that can offer portfolios of the Fund
on Schedules A.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and intending to be legally bound, the Agreement is hereby amended as
follows:
1. In accordance with the terms of the Agreement, the Company, the Fund
and the Underwriter agree to make the portfolios of the Fund available to
Accounts of the Company that are listed on Schedule A.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be executed in its name and behalf by its duly authorized officer as of the
date first set forth above.
FIDELITY DISTRIBUTORS CORPORATION
By: [Illegible Signature]
---------------------------
Name:
Its:
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND V
By: /s/ Xxxxxx Zamrello
---------------------------
Name: Xxxxxx Zamrello
Its: Deputy Treasurer
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Xxxxx X Xxxxxxx
---------------------------
Name: Xxxxx X Xxxxxxx
Its: Vice President
Schedule A
Accounts
Date of Resolution of Company's Board
Name of Account which Established the Account
---------------------------- -------------------------------------
General American October 22, 1970
Separate Account Two
General American December 31, 1998
Separate Account Seven
General American January 24, 1985
Separate Account Eleven
General American January 26, 1995
Separate Account Thirty-Six
