AMENDMENT NO. 2 TO THE PARTICIPATION AGREEMENT Among INDIANAPOLIS LIFE INSURANCE COMPANY (Successor in Interest to IL Annuity and Insurance Company), FIRST EAGLE VARIABLE FUNDS, INC. (formerly SoGen Variable Funds, Inc.,) and FIRST EAGLE FUNDS...

EXHIBIT 8(d)(iii)

AMENDMENT NO. 2 TO THE PARTICIPATION AGREEMENT

Among

INDIANAPOLIS LIFE INSURANCE COMPANY
(Successor in Interest to IL Annuity and Insurance Company),

FIRST EAGLE VARIABLE FUNDS, INC.
(formerly SoGen Variable Funds, Inc.,)

and

FIRST EAGLE FUNDS DISTRIBUTORS, a division of ASB Securities, LLC.
(formerly Societe Generale Securities Corporation)

The Participation Agreement, dated as of the 1st day of September, 1997 among Indianapolis Life Insurance Company (successor in interest to IL Annuity and Insurance Company), a stock life insurance company organized under the laws of Indiana, on its own behalf and on behalf of each segregated asset account set forth on the attached Schedule A, First Eagle Variable Funds, Inc. (formerly SoGen Variable Funds, Inc.), a corporation organized under the laws of Maryland, and First Eagle Funds Distributors, a division of ASB Securities, LLC. (formerly Societe Generale Securities Corporation), a New York corporation, is hereby amended effective as of June 30, 2003, as follows:

     1. All references to IL Annuity and Insurance Company are hereby changed to “Indianapolis Life Insurance Company” to reflect the statutory merger of IL Annuity and Insurance Company with and into its parent, Indianapolis Life Insurance Company.

     2. All references to SoGen Variable Funds, Inc. are hereby changed to “First Eagle Overseas Variable Fund” to reflect the Fund’s name change.

     3. All references to Societe Generale Securities Corporation are hereby changed to “First Eagle Funds Distributors” to reflect the Underwriter’s name change.

     4. Article XI is hereby deleted in its entirety and replaced with the following Article XI:

Article XI. Notices

     Any notice shall be sufficiently given when sent by registered or certified mail, postage prepaid, return receipt requested, or by nationally recognized overnight courier, charges prepaid, with evidence of delivery, to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other parties, and such notice will be effective upon delivery.

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If to the Fund:

First Eagle Variable Funds, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxxx

If to the Company:

Indianapolis Life Insurance Company
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Vice President

and

Ameritas Life Insurance Corp.
0000 X Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxx

If to the Underwriter:

First Eagle Funds Distributors
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx

     5. Schedule A is hereby deleted and replaced with the attached Schedule A.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative as of June 30, 2003.

COMPANY:	INDIANAPOLIS LIFE INSURANCE COMPANY By its authorized officer
	By:	/s/ Xxxxx X. Xxxxxxxxxxxxx
		Title: Secretary

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FUND:	FIRST EAGLE OVERSEAS FUND By its authorized officer
	By:	/s/ Xxxxxx Xxxxx
		Title: Senior Vice President

UNDERWRITER:	FIRST EAGLE FUNDS DISTRIBUTORS By its authorized officer
	By:	/s/ Xxxxxx Xxxxx
		Title: Senior Vice President

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SCHEDULE A

Segregated Asset Accounts of the Company

ILICO Separate Account 1

Contracts to be Issued by the Company

VCA-97

Designated Portfolio Shares to be Purchased

First Eagle Overseas Variable Fund

Other Funding Vehicles Available Under the Contract

The Xxxxx American Fund (Class O Shares)
Fidelity Variable Insurance Products Funds (Initial Class)
First Eagle Variable Funds, Inc.
Xxxxxxxxx Xxxxxx AMT (Class I)
PIMCO Advisors VIT
PIMCO VIT (Administrative Class)
Royce Capital Fund
SAFECO Resource Series Trust
X. Xxxx Price Fixed Income Series, Inc.
X. Xxxx Price International Series, Inc.
Xxx Xxx Worldwide Insurance Trust

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