Exhibit (8)(h)(2): Amendment to the Participation Agreement by and among
Companion Life Insurance Company, The Universal Institutional
Funds, Inc. (formerly ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Universal Funds, Inc.)
and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Inc. (formerly
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset Management Inc.).
AMENDMENT TO PARTICIPATION AGREEMENT
This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and
entered into as of this 30th day of September, 2003, by and among COMPANION LIFE
INSURANCE COMPANY (the "Company"), on its own behalf and on behalf of each
separate account of the Company identified in the Participation Agreement (as
defined below), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (formerly, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ UNIVERSAL FUNDS, INC.) (the "Fund") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT
MANAGEMENT INC. (formerly, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASSET MANAGEMENT INC.) (the
"Adviser").
WHEREAS, the Company, the Fund, the Adviser and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
INVESTMENTS LP (formerly, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP) ("MSI") have
entered into a Participation Agreement dated as of May 1, 1998, as such
agreement may be amended from time to time (the "Participation Agreement");
and
WHEREAS, effective May 1, 2002, MSI assigned to the Adviser all of the
rights and obligations of MSI under the Participation Agreement and the Adviser
accepted assignment of such rights and assumed corresponding obligations from
MSI on such terms.
NOW, THEREFORE, 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 Adviser agree to amend the
Participation Agreement as follows:
1. Schedule A of the Participation Agreement is deleted and replaced in
its entirety with the attached Schedule A to correct policy number references
effective September 28, 2000.
2. Schedule B of the Participation Agreement is deleted and replaced in
its entirety with the attached Schedule B to identify share class.
3. Section 1.9 of the Participation Agreement is deleted and replaced in
its entirety with the following:
"If the Fund provides materially incorrect net asset value per share ("NAV")
information to the Company, through no fault of the Company, the
Account(s) shall be entitled to an adjustment with respect to the
Portfolio shares purchased or redeemed to reflect the correct NAV. The
determination of the circumstances that require such an adjustment of
Portfolio shares shall be consistent with the Securities and Exchange
Commission's informal position regarding the correction of NAV errors,
as expressed by senior staff members from time to time ("Staff
Guidelines"). The Fund agrees to provide the Company with prompt
notice of any material error in NAV information that requires an
adjustment of Portfolio shares maintained in the Account(s). The
correction of any material NAV error shall be made by the Fund at the
Account level and shall be carried out in accordance with Staff
Guidelines regarding such errors. The Company and the Fund agree to
use reasonable efforts to take such action as may be appropriate to
avoid or mitigate costs or losses related to the correction of NAV
information."
4. Except as 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.
5. This Amendment may be amended only by written instrument executed by
each party hereto.
6. This Amendment shall be effective as of the date written above.
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
and its seal hereunder affixed hereto as of the date specified above.
COMPANION LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Treasurer
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Yu
-------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Yu
Title: Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Yu
-------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Yu
Title: Executive Director
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
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Name of Separate Account and Date Form Number and Name of
Established by Board of Directors Contract Funded by Separate Account
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Companion Life Separate Account C 715Y-1/95, Series I Variable Annuity
(Established on February 18, 1994) 729Y-1/96, Series V Variable Annuity
Companion Life Separate Account B 760Y-0600, Flexible Premium
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Established on August 27, 1996) Variable Universal Life
SCHEDULE B
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL
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FUNDS INC. AVAILABLE UNDER THIS AGREEMENT
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Emerging Markets Equity Portfolio -- Class I Shares
Fixed Income Portfolio -- Class I Shares
Technology Portfolio -- Class I Shares
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