AMENDMENT AND NOVATION OF
PARTICIPATION AGREEMENT
AFSG Securities Corporation, ("AFSG") the undersigned, for and in consideration
of the furtherance of the business purposes of Transamerica Capital, Inc.
("TCI"), does hereby substitute TCI in all of AFSG's rights, title, interest in
and to, and duties, obligations and responsibilities under the Participation
Agreement ("Agreement") between AFSG, AIM Variable Insurance Funds, A I M
Distributors, Inc., and Peoples Benefit Life Insurance Company dated February 1,
2001 including all schedules, addenda, and exhibits thereto, and amendments
thereof prior to the date of this Amendment and Novation.
This Amendment and Novation is complete and irrevocable.
By acknowledging this Amendment and Novation AIM Variable Insurance Funds, A I M
Distributors, Inc., and Peoples Benefit Life Insurance Company waive and release
AFSG from all duties, liabilities or responsibilities under the Agreement,
including any required notices of, or time periods for, termination or amendment
of the Agreement. Notwithstanding any provision in the Agreement providing for
the termination of the Agreement upon its amendment, AIM Variable Insurance
Funds, A I M Distributors, Inc., and Peoples Benefit Life Insurance Company
hereby consent to this Amendment and Novation and agree to enter into a new
Participation Agreement (the "New Agreement") with TCI upon any termination of
the Agreement that may be deemed to occur by virtue of this Amendment and
Novation. The substantive terms of the New Agreement shall be identical to the
current substantive terms of the Agreement and shall remain in full force and
effect unless otherwise specifically amended herein or in writing signed by the
parties hereafter.
The undersigned further agree that the New Agreement shall reflect the
following:
1. All references in the New Agreement to "AFSG Securities Corporation"
or "AFSG" as applicable shall be replaced by "Transamerica Capital,
Inc." or "TCI" as applicable.
2. Any future communications under the New Agreement shall be delivered
as follows:
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, General Counsel
Transamerica Fund Complex
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
This Amendment and Novation shall be effective as of the 1st day of May, 2007.
IF AIM VARIABLE INSURANCE FUNDS, A I M DISTRIBUTORS, INC., AND PEOPLES BENEFIT
LIFE INSURANCE COMPANY DO NOT ACKNOWLEDGE THIS AMENDMENT AND NOVATION IN WRITING
BY MAY 1, 2007, SUBMISSION OF AN APPLICATION OR ORDER FOR AIM VARIABLE INSURANCE
FUNDS, A I M DISTRIBUTORS, INC., AND PEOPLES BENEFIT LIFE INSURANCE COMPANY ON
OR AFTER MAY 1, 2007, SHALL BE DEEMED WRITTEN CONSENT BY AIM VARIABLE INSURANCE
FUNDS, A I M DISTRIBUTORS, INC., AND PEOPLES BENEFIT LIFE INSURANCE COMPANY TO
THIS AMENDMENT AND NOVATION.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Novation
as of May 1, 2007.
AFSG Securities Corporation Transamerica Capital, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------- ------------------------------------
NAME: ▇▇▇▇ ▇▇▇▇▇▇ NAME: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
TITLE: Senior Vice President TITLE: COO & Executive Vice President
Date: 04/01/2007 Date: 04/01/2007
ACKNOWLEDGED AND ACCEPTED BY ACKNOWLEDGED AND ACCEPTED BY
AIM Variable Insurance Funds: A I M Distributors, Inc.:
Signed: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Signed: /s/ ▇▇▇▇ ▇. Needles
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Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Print Name: ▇▇▇▇ ▇. Needles
Title: Assistant Vice President Title: President
Date: 5/30/07 Date: 5/21/07
ACKNOWLEDGED AND ACCEPTED BY
Peoples Benefit Life Insurance
Company:
Signed: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
and Assistant Secretary
Date: 5/11/07