Exhibit 8(c)(9): Amendment No. 3 to the Participation Agreement among
Variable Insurance Products Fund, Fidelity Distributors
Corporation and United of Omaha Life Insurance Company
THIRD AMENDMENT TO PARTICIPATION AGREEMENT
United of Omaha Life Insurance Company, Variable Insurance Products Fund and
Fidelity Distributors Corporation hereby amend the Participation Agreement
("Agreement") dated February 1, 1994, 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.
UNITED OF OMAHA Life Insurance Company
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Chief Investment Officer
VARIABLE INSURANCE PRODUCTS FUND
By: /s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx
Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------
Xxxx Xxxxxxx,
Vice President
Schedule A
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Separate Accounts and Associated Contracts
------------------------------------------
Name of Separate Account and Date Policy Form Numbers of Contracts
Established by Board of Directors Funded By Separate Account Designated Portfolios
--------------------------------- -------------------------- ---------------------
United of Omaha 0616L Growth Portfolio
Separate Account C (12-1-93) 6090L Equity Income
(variable annuities) 6500L Portfolio
6758L
United of Omaha 6347L Growth Portfolio
Separate Account B (8-27-96) 6387L Equity Income
(variable life) 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.
