Exhibit (8)(g)(3): Amendment No. 1 to the Participation Agreement by and among
Companion Life Insurance Company, ▇. ▇▇▇▇ Price International
Series, Inc., ▇. ▇▇▇▇ Price Equity Series, Inc., ▇. ▇▇▇▇
Price Fixed Income Series, Inc. and ▇. ▇▇▇▇ Price Investment
Services, Inc.
AMENDMENT NUMBER 1 TO PARTICIPATION AGREEMENT
This Amendment Number 1 (the "Amendment") to the Participation Agreement
defined below is made and entered into as of the 20th day of August, 2003, by
and among COMPANION LIFE INSURANCE COMPANY, a New York life insurance company,
(hereinafter the "Company"), on its own behalf and on behalf of each segregated
asset account of the Company identified in the Participation Agreement (each
such account hereinafter referred to as the "Account"), ▇. ▇▇▇▇ PRICE
INTERNATIONAL SERIES, INC., ▇. ▇▇▇▇ PRICE EQUITY SERIES, INC., ▇. ▇▇▇▇ PRICE
FIXED INCOME SERIES, INC., each a corporation organized under the laws of
Maryland (each fund hereafter referred to as the "Fund") and ▇. ▇▇▇▇ PRICE
INVESTMENT SERVICES, INC., a Maryland corporation (hereinafter the
"Underwriter").
PRELIMINARY STATEMENTS
----------------------
1. The Company, the Fund and the Underwriter have entered into a Participation
Agreement dated as of February 22, 1995, as such agreement may be amended
from time to time (the "Participation Agreement").
2. The parties desire to amend Section 1.10 of the Participation Agreement.
AGREEMENT
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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 and the Underwriter agree to amend the Participation Agreement
as follows:
1. Section 1.10 of the Participation Agreement is deleted and replaced in its
entirety with the following:
"1.10. The Fund shall make the net asset value per share for each
Designated Portfolio available to the Company on a daily basis as soon as
reasonably practical after the net asset value per share is calculated
(normally by 6:30 p.m. Baltimore time) and shall use its best efforts to
make such net asset value per share available by 7 p.m. Baltimore time. The
Fund shall report any material error in the calculation or reporting of net
asset value per share to the Company promptly upon discovery, and shall
adjust the number of shares purchased or redeemed for the Account to
reflect the correct net asset value per share."
2. Except as expressly 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.
3. This Amendment may be amended only by written instrument executed by each
party hereto.
4. This Amendment shall be effective as of the date written above.
5. Any number of counterparts of this Amendment may be executed and each such
executed counterpart shall be deemed an original.
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 as
of the date specified above.
COMPANY:
COMPANION LIFE INSURANCE COMPANY
By its authorized officer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Title: Assistant Treasurer
Date:
UNDERWRITER:
▇. ▇▇▇▇ PRICE INVESTMENT SERVICES, INC.
By its authorized officer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Title: Vice President
Date: 8/20/03
FUNDS:
▇. ▇▇▇▇ PRICE EQUITY SERIES, INC.
By its authorized officer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Title: Vice President
Date: 8/21/03
▇. ▇▇▇▇ PRICE FIXED INCOME SERIES, INC.
By its authorized officer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Title: Vice President
Date: 8/21/03
▇. ▇▇▇▇ PRICE INTERNATIONAL SERIES, INC.
By its authorized officer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Title: Vice President
Date: 8/21/03