NOVATION TO PARTICIPATION AGREEMENT
WHEREAS, on April 30, 2004, a Participation Agreement (the "Agreement") was
entered into by and among Ameritas Variable Life Insurance Company ("AVLIC"), on
its own behalf and on behalf of Ameritas Variable Life Insurance Co Separate
Account V and Ameritas Variable Life Insurance Co Separate Account VA-2 of AVLIC
(the "Separate Accounts"), AIM Variable Insurance Funds (the "Fund"), AIM
Distributors, Inc. (the "Adviser") and Ameritas Investment Corp. ("AIC") whereby
AVLIC issues certain individual variable life and/or variable annuity contracts
(the "Contracts"), the Fund acts as the underlying investment vehicle of such
contracts and the Adviser serves as investment adviser to the Fund. A copy of
the Agreement is attached hereto and made a part hereof. The Agreement, by its
terms, provides for amendment upon the written agreement of all parties; and
WHEREAS, the closing of the merger of AVLIC with and into Ameritas Life
Insurance Corp. ("Ameritas"), with Ameritas as the surviving company (the
"Merger") is currently scheduled to occur after the close of business on April
30, 2007; It is therefore agreed:
1. Substitution of Party - The Agreement is amended to provide for Ameritas to
act as the issuer of the Contracts in substitution of AVLIC.
2. Change of Name - The Agreement is amended to reflect the change of the
names of the following Separate Accounts from "Ameritas Variable Life
Insurance Co Separate Account V" and "Ameritas Variable Life Insurance Co
Separate Account VA-2" to "Ameritas Variable Separate Account V" and
"Ameritas Variable Separate Account VA-2."
3. Performance of Duties - Ameritas hereby assumes and agrees to perform the
duties previously performed by AVLIC under the Agreement.
4. Assumption. of Rights - Ameritas hereby assumes the rights previously held
by AVLIC under the Agreement.
5. Effective Date - This Novation shall take effect as of the actual closing
date of the Merger, and such effectiveness is conditioned upon the closing
of the Merger. Ameritas will notify the other parties hereto of any change
in the scheduled closing date and of the actual closing date.
In witness whereof the parties have signed this instrument.
Executed this 26th day of February, 2007.
AMERITAS VARIABLE LIFE AIM VARIABLE INSURANCE FUNDS
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Print: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Print: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: President
Date: February 7, 2007 Date: February 26, 2007
AMERITAS INVESTMENT CORP. AIM DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. Needles
--------------------------------- ------------------------------------
Print: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Print: ▇▇▇▇ ▇. Needles
Title: Vice President Title: President
Date: February 7, 2007 Date: February 26, 2007
AMERITAS LIFE INSURANCE CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Print: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Sr. Vice President
Date: February 7, 2007