Amendment and Restatement; Form of Agreement Clause Samples

Amendment and Restatement; Form of Agreement. A.1. The Trust and MFS acknowledge the planned merger of American Centurion Life with and into IDS Life of New York (the "Merger") and the "intact transfer" (the "Transfer") of the Accounts of American Centurion Life to IDS Life of New York by operation of law and incident to the Merger, on December 31, 2006 at 10:59:59 p.m. Central Time (the "Effective Time"), subject to all necessary regulatory approvals being obtained in connection with the Merger and the Transfer, and the re-naming of IDS Life of New York to RiverSource Life Insurance Co. of New York simultaneously with the Merger. On and after the Effective Time, all references in this Agreement and its Schedule to American Centurion Life and IDS Life of New York shall mean and refer to RiverSource Life Insurance Co. of New York. The Trust and MFS consent to the transfer of the rights and obligations of American Centurion Life under this Agreement to IDS Life of New York at the Effective Time of the Merger. A.2. This Agreement shall amend and supersede the following agreements as of the date stated above among the Company named therein, the Trust and MFS with respect to all investments by the Company named therein and its Accounts prior to the date of this Agreement, as though identical separate agreements had been executed by the parties hereto on the dates as indicated below: o Participation Agreement, dated February 28, 2003 by and among American Centurion Life, the Trust and MFS, as amended by the following documents: (a) Amendment to Participation Agreement dated September 14, 2004; and (b) Amendment to Participation Agreement dated December 7, 2005. o Participation Agreement, dated September 29, 2003 by and among IDS Life of New York, the Trust and MFS, as amended by the following documents: (a) Amendment to Participation Agreement dated June 29, 2001; (b) Amendment to Participation Agreement dated November 7, 2002; and (c) Amendment to Participation Agreement dated December 7, 2005. A.3. Each party acknowledges that Riversource Distributors, Inc. will become the underwriter of the Policies effective January 1, 2007. Although the parties have executed this Agreement in this form for administrative convenience, this Agreement shall constitute a separate participation agreement with each Company until the Effective Time of the Merger.

Amendment and Restatement; Form of Agreement. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Distributor and Company with respect to all investments by the Company or its separate accounts in each Fund prior to the date of this Agreement, as though identical separate agreements had been executed by the parties hereto on the dates as indicated below. 1. Participation Agreement dated April 1, 1991 among Transamerica Life Insurance Company, Fidelity Distributors Corporation (“Fidelity Distributors”) and Variable Insurance Product Fund I 2. Participation Agreement dated April 1, 1991 among Transamerica Life Insurance Company, Fidelity Distributors Corporation (“Fidelity Distributors”) and Variable Insurance Product Fund II 3. Participation Agreement dated March 21, 1997 among Transamerica Life Insurance Company, Fidelity Distributors Corporation (“Fidelity Distributors”) and Variable Insurance Product Fund III In addition, the parties hereby amend and restate their agreements herein. Although the parties have executed this Agreement in the form of a Master Participation Agreement for administrative convenience, this Agreement shall create a separate participation agreement for each Fund, as though the Company and the Distributor had executed a separate, identical form of participation agreement with each Fund. No rights, responsibilities or liabilities of any Fund shall be attributed to any other Fund.

Amendment and Restatement; Form of Agreement. This agreement shall amend, restate and supersede the following Agreements as of the date stated above among the Funds and Distributor with respect to all investments by the Company or its separate accounts in each Fund prior to the date of this Agreement, as though identical separate agreements had been executed by the parties hereto on the dates as indicated below. 1. Participation Agreements dated 9/29/1998, by and among the Company, the Underwriter and each of Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Product Fund III. Although the parties have executed this Agreement in the form of a Master Participation Agreement for administrative convenience, this Agreement shall be deemed to constitute a separate participation agreement for each Fund, as though the Company and the Distributor had executed a separate, identical form of participation agreement with each Fund. No rights, responsibilities or liabilities of any Fund shall be attributed to any other Fund.

Amendment and Restatement; Form of Agreement. This Agreement shall amend and restate the following agreements as of the date stated above among the Funds, Distributor and Company’s affiliate, Princor Financial Services Corporation, with respect to all investments by the Company or its separate accounts in each Fund prior to the date of this Agreement, as though identical separate agreements had been executed by the parties hereto on the dates as indicated below. 1. Participation Agreement dated April 1, 1996 among PRINCIPAL LIFE INSURANCE COMPANY, Fidelity Distributors Corporation (“Fidelity Distributors”) and Variable Insurance Product Fund I 2. Participation Agreement dated April 1, 1996 among PRINCIPAL LIFE INSURANCE COMPANY, Fidelity Distributors Corporation (“Fidelity Distributors”) and Variable Insurance Product Fund II In addition, the parties hereby amend and restate their agreements herein. Although the parties have executed this Agreement in the form of a Master Participation Agreement for administrative convenience, this Agreement shall create a separate participation agreement for each Fund, as though the Company and the Distributor had executed a separate, identical form of participation agreement with each Fund. No rights, responsibilities or liabilities of any Fund shall be attributed to any other Fund.

Amendment and Restatement; Form of Agreement. This agreement shall amend and supersede the following Agreement(s) as of the date stated above among the Funds, Distributor and Company with respect to all investments by the Company or its separate accounts in each Fund prior to the date of this Agreement, as though identical separate agreements had been executed by the parties hereto on the dates as indicated below. Participation Agreement(s) among Company, Fidelity Distributors Corporation ("Fidelity Distributors") and Variable Insurance Product Fund, Variable Insurance Product Fund II and Variable Insurance Product Fund III In addition, the parties hereby amend and restate their agreements herein. Although the parties have executed this Agreement in the form of a Master Participation Agreement for administrative convenience, this Agreement shall create a separate participation agreement for each Fund, as though the Company and the Distributor had executed a separate, identical form of participation agreement with each Fund. No rights, responsibilities or liabilities of any Fund shall be attributed to any other Fund.

Amendment and Restatement; Form of Agreement. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Distributor and Company’s affiliate, National Integrity Life Insurance Company, with respect to all investments by the Company or its separate accounts in each Fund prior to the date of this Agreement, as though identical separate agreements had been executed by the parties hereto on the dates as indicated below. 1. Participation Agreement dated November 20th, 1990 among National Integrity Life Insurance Company, Fidelity Distributors Corporation (“Fidelity Distributors”) and Variable Insurance Product Fund I. 2. Participation Agreement November 20th, 1990 among National Integrity Life Insurance Company, Fidelity Distributors Corporation (“Fidelity Distributors”) and Variable Insurance Product Fund II. 3. Participation Agreement February 1st, 1997 among National Integrity Life Insurance Company, Fidelity Distributors Corporation (“Fidelity Distributors”) and Variable Insurance Product Fund III. In addition, the parties hereby amend and restate their agreements herein. Although the parties have executed this Agreement in the form of a Master Participation Agreement for administrative convenience, this Agreement shall create a separate participation agreement for each Fund, as though the Company and the Distributor had executed a separate, identical form of participation agreement with each Fund. No rights, responsibilities or liabilities of any Fund shall be attributed to any other Fund.

Amendment and Restatement; Form of Agreement. A.1. The Fund, the Underwriter and the Adviser acknowledge the planned merger of American Enterprise Life with and into IDS Life (the “Merger”) and the “intact transfer” (“Transfer”) of the Accounts of American Enterprise Life to IDS Life by operation of law and incident to the Merger, on December 31, 2006 at 10:59:59 p.m. Central Time (“Effective Time”), subject to all necessary regulatory approvals being obtained in connection with the Merger and the Transfer, and the re-naming of IDS Life to RiverSource Life Insurance Company simultaneously with the Merger. On and after the Effective Time, all references in this Agreement and its Schedules to American Enterprise Life and IDS Life Insurance Company shall mean and refer to RiverSource Life Insurance Company. The Fund, the Underwriter and the Adviser consent to the transfer of the rights and obligations of American Enterprise Life under this Agreement to IDS Life Insurance Company at the Effective Time of the Merger. A.2. This agreement shall amend and supersede the Participation Agreement dated as of September 1, 2002 among the Fund, the Underwriter, the Adviser, and American Enterprise Life, as amended on April 30, 2004 with respect to all investments by American Enterprise Life or its separate accounts in each Portfolio of the Fund prior to the date of this Agreement. In addition, the foregoing parties hereby amend and restate their agreements as set forth herein to include among other agreements, the addition of IDS Life as a party to this agreement in respect of its Accounts as set forth in Schedule A-1 to this Agreement, and in contemplation of the Transfer of the Accounts of American Enterprise Life to IDS Life on December 31, 2006, incident to the Merger. Although the parties have executed this Agreement in this form for administrative convenience, this Agreement shall create a separate participation agreement with each Company until the Effective Time of the Merger.

Amendment and Restatement; Form of Agreement. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter, Company and AI Life with respect to all investments by the Company and AI Life or its separate accounts in each Fund prior to the date of this Agreement, as though identical separate agreements had been executed by the parties hereto on the dates as indicated below. 1. Participation Agreement dated October 2, 2000 among Company, Underwriter and Variable Insurance Product Fund I 2. Participation Agreement dated October 2, 2000 among Company, Underwriter and Variable Insurance Product Fund II 3. Participation Agreement dated April 30, 2003 among Company, Underwriter and Variable Insurance Product Fund III 4. Sub-License Agreement dated as of October 2, 2000 by and between Underwriter and the Company 5. Participation Agreement dated May 1, 2005 among Company (as successor in interest to AI Life), Underwriter and Variable Insurance Product Fund I 6. Participation Agreement dated February 2, 1998 among Company (as successor in interest to AI Life), Underwriter and Variable Insurance Product Fund II 7. Participation Agreement dated January 1, 2001 among Company (as successor in interest to AI Life), Underwriter and Variable Insurance Product Fund III 8. Sub-License Agreement dated as of January 1, 2001 by and between Underwriter and Company (as successor in interest to AI Life) 9. Letter of Assignment by AI Life to the Company dated as of December 10, 2010 In addition, the parties hereby amend and restate their agreements herein. Although the parties have executed this Agreement in the form of a Master Participation Agreement for administrative convenience, this Agreement shall create a separate participation agreement for each Fund, as though the Company and the Underwriter had executed a separate, identical form of participation agreement with each Fund. No rights, responsibilities or liabilities of any Fund shall be attributed to any other Fund.

Amendment and Restatement; Form of Agreement. All references to “Distributor,” are hereby changed to “Underwriter.”