EXHIBIT 8(d)(4)
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
AMONG
MFS VARIABLE INSURANCE TRUST,
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
AND
MASSACHUSETTS FINANCIAL SERVICES COMPANY
Amendment No. 2, dated as of November __, 1997, by and among THE AMERICAN
FRANKLIN LIFE INSURANCE COMPANY (the "Company"), MFS VARIABLE INSURANCE TRUST
(the "Trust") and MASSACHUSETTS FINANCIAL SERVICES COMPANY ("MFS") to the
Participation Agreement, dated as of July 30, 1996, as amended by Amendment No.
1, dated as of November 21, 1996, by and among the Company, the Trust, and MFS
(the "Agreement"),
WHEREAS, the parties to the Agreement wish to amend the Agreement to revise
Schedule A to reflect new products offered by the Company and to change the
amount of administrative service fees paid by MFS to the Company:
NOW, THEREFORE, the parties do hereby agree to amend the Agreement as
follows:
1. Section 5.4 of the Agreement is hereby amended by substituting "0.20%"
for "0.15%" in the third line of such Section, such change to take effect on
April 30, 1998.
2. Schedule A of the Agreement is amended as attached hereto.
IN WITNESS WHEREOF, each of the parties hereto have executed this Amendment
No. 2 as of the date first above written.
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
By its authorized officer,
By /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
Title: President
MFS VARIABLE INSURANCE TRUST, ON BEHALF OF THE PORTFOLIOS
By its authorized officer and not individually,
By /s/ A. Xxxxx Xxxxxxx
---------------------------------
A. Xxxxx Xxxxxxx
Chairman
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By its authorized officer,
By /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
Senior Executive Vice President
As of ___________
SCHEDULE A
ACCOUNTS, POLICIES AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
NAME OF SEPARATE
ACCOUNT AND DATE
ESTABLISHED BY BOARD OF POLICIES FUNDED PORTFOLIOS
DIRECTORS BY SEPARATE ACCOUNT APPLICABLE TO POLICIES
--------------------------------------------------------------------------------
Separate Account VA-1 The Chairman combination Emerging Growth Series
May 22, 1996 Fixed and Variable Annuity Research Series
Contracts Growth with Income Series
Total Return Series
Utilities Series
Value Series
Separate Account VUL-2, EquiBuilder II Flexible Emerging Growth Series
April 9, 1991 Premium Research Series
Variable Life Insurance Growth with Income Series
Policies
EquiBuilder III Flexible Total Return Series
Premium Utilities Series
Variable Life Insurance Value Series
Policies
