EXHIBIT 8(C)
AMENDMENT TO ADMINISTRATION AND SERVICING AGREEMENT
INTEGRITY LIFE INSURANCE COMPANY, an Arizona corporation having its
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇, ("Integrity") and THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED
STATES, a New York corporation, having its principal place of business at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ ("Equitable"), hereby amend the
Administration and Servicing Agreement between them, dated as of May 1, 1987
(the "Agreement"), as follows:
1) Sections 2, 3 and 12 of the Agreement are deleted in their entirety and
replaced with the following:
2. Integrity warrants and represents that its services for the Separate
Account shall be at least equal to those currently provided to other
Integrity clients and that it has the ability to enable compliance by
the Contracts with all Federal, State and local statutes, rules,
regulations, orders and decrees. Integrity further warrants and
represents that it is familiar with the data processing need
associated with Internal Revenue Service and New York Insurance
Department requirements and Securities and Exchange Commissions
("SEC") regulated financial transactions and recordkeeping
requirements. Integrity also represents that it is competent in the
recordkeeping industry and in the area of financial transactions.
Integrity agrees to share its knowledge and use its best efforts to
enable the Separate Account to perform legal and business functions.
Integrity, as administrator and recordkeeper, shall comply with all
applicable requirements of Federal securities laws, the Internal
Revenue Code, the Insurance Law of the State of New York and
regulations thereunder applicable to the Contracts and the Separate
Account. Integrity warrants and represents that it is familiar with
relevant legal requirements and shall use its best efforts to
continue to keep abreast of relevant information regarding applicable
legal requirements.
3. Integrity shall meet or exceed such performance standards as shall be
necessary to make it possible for the Separate Account to comply with
Federal securities laws applicable to the Contracts and, in addition,
the performance standards specified in Schedule B attached hereto.
The standard of performance shall be at least equal to that currently
provided by Integrity for similar types of services.
12. This Agreement will remain in effect until the close of business on
December 31, 1990. It shall be automatically renewable for successive
one year periods thereafter. This Agreement may be terminated without
penalty at any time thereafter (i) by Equitable upon 180 days written
notice to Integrity or (ii) by Integrity as of the end of 1990 or any
succeeding calendar year upon 180 days written notice to Equitable.
In the event this Agreement is terminated for any reason, Integrity
shall cooperate with Equitable to permit an orderly transfer of
recordkeeping and administrative functions and shall provide all
necessary staff, services, and assistance required for an orderly
transfer; provided, however, that any costs and expenses associated
with the conversion of the Software (as defined below) to permit its
use by any party other than Integrity (including Equitable) shall be
paid by Equitable alone.
2) The following new provision is added as Paragraph 13, and existing
Paragraphs 13 and 14 are renumbered as Paragraphs 14 and 15, respectively:
13. Integrity hereby agrees that it will not use the software, related
documentation and other materials licensed by Equitable from National
FSI, Inc. pursuant to a license agreement dated August 2, 1983, and
currently used by Integrity to perform its duties under this
Agreement (the "Software") for any other purpose whatsoever.
Integrity hereby further agrees that it will not permit any person or
entity under its control (including any employee or consultant
engaged by Integrity) to use the Software for any purpose other than
as contemplated under this Section 13.
3) Except as amended hereby, the Agreement shall remain in full force and
effect in accordance with its terms.
4) This Amendment shall become effective as of the Closing Date, as such term
is defined in the Stock Purchase Agreement, dated as of June 16, 1988,
between Equitable and N.M. U.S. Limited.
IN WITNESS WHEREOF, the undersigned have executed this Amendment to the
Agreement.
INTEGRITY LIFE ASSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ Goodlich
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Title: Vice President
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Date: 9/30/88
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THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
By: /s/ ▇▇▇▇▇▇ ▇. Justague
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Title: Vice President
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Date: 9/29/88
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