Ex. 8(d)(2)
[JPFIC letterhead]
_______ __, 2000
VIA FIRST CLASS MAIL
Dear _______:
Attached, for your signature, is a novation to your current Participation
Agreement dated December 18, 1997, by and between Alexander Hamilton Life
Insurance Company ("Alexander Hamilton"), on its own behalf and on behalf of the
Alexander Hamilton Variable Annuity Separate Account (the "Separate Account"),
Variable Insurance Products Fund, and Fidelity Distributors Corporation (the
"Novation"). A novation is a mechanism by which parties to an underlying
agreement (here, the Participation Agreement) may make a substitution of one or
more of the parties to that agreement quickly and efficiently, without
disruption of normal business flow and without the need to enter into a new
agreement.
This Novation will not alter the terms of the current Participation
Agreement; rather, it merely provides for Jefferson Pilot Financial Insurance
Company ("JP Financial") to replace Alexander Hamilton as a party to the
Participation Agreement. JP Financial will be the surviving company following
the merger of JP Financial, Alexander Hamilton, and one other subsidiary of
Jefferson-Pilot Corporation (the "Merger"). As a practical matter, this Novation
will not cause any interruption in business or in the purchase or redemption of
fund shares by the Separate Account under the current Participation Agreement.
The purpose of this Novation is to document JP Financial, on its own behalf and
on behalf of the Separate Account, becoming a party to the Participation
Agreement in place of Alexander Hamilton, and the Separate Account continuing to
purchase and redeem fund shares on the same terms as are in effect prior to the
Merger.
Please sign this Novation in the space provided and return it as soon as
possible. The Merger is scheduled to close on [August 1, 2000], and the Novation
will be effective as of the closing date of the Merger. Thus, in any event, we
will presume that any purchases or redemptions made after the effective date of
this Novation indicate your acceptance of JP Financial's assumption of Alexander
Hamilton's rights and obligations under the Participation Agreement.
Very truly yours,
<PAGE>
Novation to Participation Agreement
WHEREAS, on December 18, 1997, a Participation Agreement (the "Agreement")
was entered into by and among Alexander Hamilton Life Insurance Company of
America ("Alexander Hamilton"), on its own behalf and on behalf of the Alexander
Hamilton Variable Annuity Separate Account (the "Separate Account"), Variable
Insurance Products Fund (the "Fund") and Fidelity Distributors Corporation
("Fidelity") whereby Alexander Hamilton issues certain variable annuity
contracts (the "Contracts"), the Fund acts as the underlying investment vehicle
of such contracts and Fidelity acts as underwriter of such contracts. A copy of
the Agreement is attached hereto and made a part hereof. The Agreement, by its
terms, provides for amendment upon the written agreement of all parties; and
WHEREAS, the closing of the merger of Alexander Hamilton with and into
Jefferson Pilot Financial Insurance Company ("JP Financial"), with JP Financial
the surviving company (the "Merger") is currently scheduled for [August 1,
2000];
It is therefore agreed:
1. Substitution of Party - The Agreement is amended to provide for JP
Financial to act as the issuer of the Contracts in substitution of Alexander
Hamilton.
2. Change of Name - The Agreement is amended to reflect the change of the
name of the Separate Account to "JPF Variable Annuity Separate Account II."
3. Performance of Duties - JP Financial hereby assumes and agrees to
perform the duties previously performed by Alexander Hamilton under the
Agreement.
4. Assumption of Rights - JP Financial hereby assumes the rights
previously held by Alexander Hamilton under the Agreement.
5. Effective Date - This Novation shall take effect as of the actual
closing date of the Merger, and such effectiveness is conditioned upon the
closing of the Merger. JP Financial will
<PAGE>
notify the other parties hereto of any change in the scheduled closing date and
of the actual closing date.
In witness whereof the parties have signed this instrument.
Executed this _____ day of _______, 2000.
Alexander Hamilton Life Insurance Company of America
By:_____________________________
Variable Insurance Products Fund
By:_____________________________
Fidelity Distributors Corporation
By:_____________________________
Jefferson Pilot Financial Insurance Company
By:_____________________________
