AMENDMENT TO PARTICIPATION AGREEMENT
This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and entered
into as of this ____ day of ________, 2004, by and among FIDELITY SECURITY LIFE
INSURANCE COMPANY (the "Company"), on its own behalf and on behalf of each
separate account of the Company identified in the Participation Agreement (as
defined below), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (formerly, XXXXXX
XXXXXXX UNIVERSAL FUNDS, INC.) (the "Fund"), XXXXXX XXXXXXX & Co., INC. (the
"Underwriter") and XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC. (formerly, XXXXXX
XXXXXXX ASSET MANAGEMENT INC.) (the "Adviser").
WHEREAS, the Company, the Fund, the Underwriter and the Adviser have entered
into a Participation Agreement dated as of August 27, 2004, as such agreement
may be amended from time to time (the "Participation Agreement"); and
WHEREAS, the Company, the Fund, the Underwriter and the Adviser wish to amend
the Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Fund, the Underwriter and the Adviser agree to
amend the Participation Agreement as follows:
1. Schedule A of the Participation Agreement is deleted and replaced in
its entirety with the attached Schedule A.
2. Schedule B of the Participation Agreement is deleted and replaced in
its entirety with the attached Schedule B.
3. Except as provided herein, the Participation Agreement shall remain
in full force and effect. This Amendment and the Participation Agreement, as
amended, constitute the entire agreement between the parties hereto pertaining
to the subject matter hereof and fully supersede any and all prior agreements or
understandings between the parties hereto pertaining to the subject matter
hereof. In the event of any conflict between the terms of this Amendment and the
Participation Agreement, the terms of this Amendment shall control.
4. This Amendment may be amended only by written instrument executed by
each party hereto.
5. This Amendment shall be effective as of the date written above.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative and
its seal hereunder affixed hereto as of the date specified above.
FIDELITY SECURITY LIFE INSURANCE COMPANY
By: _______________________________
Name:
Title:
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: _______________________________
Name:
Title:
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
By: _______________________________
Name:
Title:
XXXXXX XXXXXXX & CO., INC.
By: _______________________________
Name:
Title:
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Name of Separate Account and Form Number and Name of
Date Established by Board of Directors Contract Funded by Separate Account
LPLA Separate Account One Individual Fixed and Variable Annuity Contract 001V
Individual Fixed and Variable Annuity Contract 002V
FSL Separate Account M Individual Flexible Premium Variable Annuity
Contract M2011
A-1
SCHEDULE B
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL
FUNDS, INC. AVAILABLE UNDER THIS AGREEMENT
Equity Growth Portfolio - Class I Shares
Emerging Markets Equity Portfolio - Class I Shares
International Magnum Portfolio - Class I Shares
High Yield Portfolio - Class I Shares
Mid Cap Value Portfolio - Class I Shares
U.S. Real Estate Portfolio - Class I Shares
B-1
