Exhibit 8(c)(5): Amendment No. 5 to the Participation Agreement among
Variable Insurance Products Fund II, Fidelity Distributors
Corporation and United of Omaha Life Insurance Company
FIFTH AMENDMENT TO PARTICIPATION AGREEMENT
United of Omaha Life Insurance Company, Variable Insurance Products Fund II and
Fidelity Distributors Corporation hereby amend the Participation Agreement
("Agreement") dated February 1, 1994, as amended, by doing the following:
1. Replacing Section 2.4 in its entirety with the following:
2.4. (a) With respect to Initial Class shares, the Fund currently does
not intend to make any payments to finance distribution expenses pursuant
to Rule 12b-1 under the 1940 Act or otherwise, although it may make such
payments in the future. The Fund has adopted a "no fee" or "defensive" Rule
12b-1 Plan under which it makes no payments for distribution expenses. To
the extent that it decides to finance distribution expenses pursuant to
Rule 12b-1, the Fund undertakes to have a board of trustees, a majority of
whom are not interested persons of the Fund, formulate and approve any plan
under Rule 12b-1 to finance distribution expenses.
(b) With respect to Service Class shares and Service Class 2
shares, the Fund has adopted Rule 12b-1 Plans under which it makes payments
to finance distribution expenses. The Fund represents and warrants that it
has a board of trustees, a majority of whom are not interested persons of
the Fund, which has formulated and approved each of its Rule 12b-1 Plans to
finance distribution expenses of the Fund and that any changes to the
Fund's Rule 12b-1 Plans will be approved by a similarly constituted board
of trustees; and
2. Deleting Schedule A in its entirety and replacing it with the attached
amended Schedule A.
3. Deleting Schedule C in its entirety and replacing it with the attached
amended Schedule C.
IN WITNESS WHEREOF, the parties have hereto affixed their respective authorized
signatures, intending that this Amendment be effective as of the Effective Date
of the Agreement.
UNITED OF OMAHA Life Insurance Company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Investment Officer
VARIABLE INSURANCE PRODUCTS FUND II
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇,
Vice President
Schedule A
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Separate Accounts and Associated Contracts
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Name of Separate Account and Policy Form Numbers of
----------------------------
Date Established by Board of Contracts Funded By Separate
---------------------------- -------------------
Directors Account Designated Portfolios
--------- ------- ---------------------
United of Omaha Life Insurance 0616L Asset Manager Growth Portfolio
Separate Account C (12-1-93) 6090L Asset Manager Portfolio
(variable annuities) 6500L Index 500 Portfolio
6758L Contrafund Portfolio
United of Omaha 6347L Asset Manager: Growth Portfolio
Separate Account B (8-27-96) 6387L Asset Manager Portfolio
(variable life) Index 500 Portfolio
Contrafund Portfolio
Schedule C
Sponsors of other investment companies currently available under variable
annuities issued by the Companies through any Account shown in Schedule A:
▇▇▇▇▇; Deutsche; Federated; MFS; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; Pioneer; ▇▇▇▇▇▇▇; ▇. ▇▇▇▇
Price.