PARTICIPATION AGREEMENT AMENDMENT NO. 3
AMENDMENT NO. 3
THIS AGREEMENT, made and entered into as of the 1st day of May, 2001 ("Agreement"), and amended on September 1, 2001 and April 1, 2002 by and among Sun Life Assurance Company of Canada (U.S.), a Delaware life insurance company ("Insurer") (on behalf of itself and certain of its "Separate Accounts,"); Clarendon Insurance Agency, Inc., a Massachusetts corporation ("Contracts Distributor"), the principal underwriter with respect to the Contracts; Alliance Capital Management L.P., a Delaware limited partnership ("Adviser"), the investment adviser of the Fund; and Alliance Fund Distributors, Inc., a Delaware corporation ("Distributor"), the Fund's principal underwriter (collectively, the "Parties") do hereby agree to amend the Agreement as follows:
1. Schedule B of the Agreement is deleted in its entirety and replaced with the following:
Schedule B
Separate Accounts and Associated Contracts
Shares of the Funds of the Trust shall be made available as investments for the following Separate Accounts:
Name of Separate Account and Form Number and Name of Contract
Date Established by Board of Directors Funded By Separate Account
Sun Life of Canada (U.S.) Variable Account F Futurity II Variable and Fixed Annuity Contract
July 13, 1989 RP'GR'CONT'98'1
RP'IND'MVA'98'1
Futurity III Variable and Fixed Annuity Contract
RCH'IND'MVA'00'1
RCH'GR'CERT'00'1
RCH'INDMVAPR'00'1
RCH'GRCERT'PR'00'1
Futurity Focus II Variable and Fixed Annuity Contract
FII'IND'MVA'00'1
FII'GR'CERT'00'1
FII'IND'MVAPR'00'1
FII'GR'CERTPR'00'1
Futurity Accolade Variable and Fixed Annuity Contract
FA'IND'MVA'99'1
FA'GR'CERT'99'1
FA'IND'MVAPR'99'1
FA'GR'CERTPR'99'1
Futurity Select Four Variable and Fixed Annuity Contract
RFF'IND'MVA'00'1
RFF'GR'CERT'00'1
RFF'INDMVAPR'00'1
RFF'GRCERT'PR'00'1
Name of Separate Account and Form Number and Name of Contract
Date Established by Board of Directors Funded By Separate Account
Sun Life of Canada (U.S.) Variable Account F Futurity Select Four Plus Variable and Fixed
July 13, 1989 Annuity Contract
RFFII'IND'MVA'02
RFFII'IND'MVAPR'0
RFII'GR'CERT'02
RFII'GR'CERTPR'02
Futurity Select Seven Variable and Fixed
Annuity Contract
RCHII'IND'MVA'02
Futurity Select Freedom Variable and Fixed
Annuity Contract
FIIII'IND'MVA'02
Futurity Select Incentive Variable and Fixed
Annuity Contract
FAII'IND'MVA'02
All'Star Variable and Fixed Annuity Contract
RFFII'IND'MVA'02
RFFII'IND'MVAPR'0
RFII'GR'CERT'02
RFII'GR'CERTPR'02
All'Star Traditions Variable and Fixed
Annuity Contract
RCHII'IND'MVA'02
All'Star Freedom Variable and Fixed
Annuity Contract
FIIII'IND'MVA'02
All'Star Extra Variable and Fixed
Annuity Contract
FAII'IND'MVA'02
Sun Life of Canada (U.S.) Variable Account I Futurity Protector Variable Universal Life Insurance
December 1, 1998 Policies
DBVUL'2001
Futurity Survivorship II Variable Universal Life Insurance Policies
SVUL'2001
Futurity Accumulator Variable Universal Life Insurance Policies
CVVUL'2001
Sun Life of Canada (U.S.) Variable Account G Futurity Corporate Variable Universal Life
July 25, 1996 Insurance Policies
VUL'COLI'97
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers signing below.
Effective Date: August 5, 2002
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
By: _________________________________________
Name:
Title:
By: _________________________________________
Name:
Title:
CLARENDON INSURANCE AGENCY, INC.
By: ________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
By: ________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary & Clerk
ALLIANCE CAPITAL MANAGEMENT LP
By: Alliance Capital Management Corporation,
its General Partner .
By: _________________________________________
Name:
Title:
ALLIANCE FUND DISTRIBUTORS, INC.
By: _________________________________________
Name:
Title:
J:\GC\LAWDEPT\Pheld 2002\Participation Agreements\Alliance\SLUS Amendment No. 3 (8.5.02).doc