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Exhibit 8(c)(i)
Amendment to Participation Agreement
This Amendment, dated as of _______________, 2000, amends the Participation
Agreement ("Agreement") dated as of July 15, 1989 among The Life Insurance
Company of Virginia, Fidelity Distributors Corporation and Variable Insurance
Products Fund II.
WHEREAS, GE Life and Annuity Assurance Company has succeeded to the rights and
obligations of The Life Insurance Company of Virginia for all purposes relevant
to the Agreement; and
WHEREAS, Variable Insurance Products Fund II now offers multiple classes of
shares;
NOW, THEREFORE, the parties hereby agree as follows:
1. GE Life and Annuity Assurance Company assumes all rights and obligations of
The Life Insurance Company of Virginia under the Agreement.
2. All references in the Participation Agreement to The Life Insurance Company
of Virginia or to the "Company" shall refer to GE Life and Annuity Assurance
Company.
3. Section 2.5 is replaced in its entirety with the following:
2.5. (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 1 2b-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.
4. The Agreement, as supplemented by this Amendment, is ratified and confirmed.
GE Life and Annuity Assurance Company
(successor to The Life Insurance Company of Virginia)
By: ____________________________
Name: ____________________________
Title: ____________________________
Fidelity Distributors Corporation Variable Insurance Products Fund II
By: ____________________________ By: ____________________________
Name: ____________________________ Name: ____________________________
Title: ____________________________ Title: ____________________________
