Common use of Amendment and Restatement; Form of Agreement Clause in Contracts

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 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 August 31, 2000 among Company, Underwriter and Variable Insurance Product Fund I 2. Participation Agreement dated August 31, 2000 among Company, Underwriter and Variable Insurance Product Fund 3. Participation Agreement dated August 31, 2000 among Company, Underwriter and Variable Insurance Product 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 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 31June 14, 2000 1999 among Company, Underwriter and Variable Insurance Product Fund I 2. Participation Agreement dated August 31June 14, 2000 1999 among Company, Underwriter and Variable Insurance Product Fund 3. Participation Agreement dated August 31June 14, 2000 1999 among Company, Underwriter and Variable Insurance Product 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 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 31January 18, 2000 2001 among Company, Underwriter and Variable Insurance Product Fund II. 2. Participation Agreement dated August 31January 18, 2000 2001 among Company, Underwriter and Variable Insurance Product FundFund II. 3. Participation Agreement dated August 31January 18, 2000 2001 among Company, Underwriter 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 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 31June 1, 2000 among Company, Underwriter and Variable Insurance Product Fund IProducts Fund 2. Participation Agreement dated August 31June 1, 2000 among Company, Underwriter and Variable Insurance Product FundProducts Fund II 3. Participation Agreement dated August 31June 1, 2000 among Company, Underwriter and Variable Insurance Product Products 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 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 31September 1, 2000 1996 among Company, Underwriter and Variable Insurance Product Fund. 2. Participation Agreement dated September 1, 1996 among Company, Underwriter and Variable Insurance Product Fund III. 23. Participation Agreement dated August 31October 15, 2000 1999 among Company, Underwriter and Variable Insurance Product FundFund III. 34. Participation Agreement dated August 312003 among Jefferson Pilot Financial Insurance Company (which merged into Company on July 2, 2000 among Company2007) and each of Variable Insurance Products Fund, Underwriter Variable Insurance Product Fund II and Variable Insurance Product III 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 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 31May 1, 2000 1996 among Company, Underwriter and Variable Insurance Product Fund I 2. Participation Agreement dated August 31May 1, 2000 1996 among Company, Underwriter and Variable Insurance Product FundFund II 3. Participation Agreement dated August 31May 1, 2000 1998 among Company, Underwriter 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 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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. Amended and Restated Participation Agreement dated August 31October 2, 2000 among Company, Underwriter and Variable Insurance Product Fund I I 2. Amended and Restated Participation Agreement dated August 31October 2, 2000 among Company, Underwriter and Variable Insurance Product Fund Fund II 3. Participation Agreement dated August 31April 30, 2000 2003 among Company, Underwriter 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 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 3110/02/2000 among Company, 2000 Underwriter and Variable Insurance Product Fund. 2. Participation Agreement dated 10/02/2000 among Company, Underwriter and Variable Insurance Product Fund I 2II 3. Participation Agreement dated August 31, 2000 04/30/2003 among Company, Underwriter and Variable Insurance Product Fund 3. Participation Agreement dated August 31, 2000 among Company, Underwriter 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 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 315/1/2000, 2000 among Company, Underwriter and Variable Insurance Product Fund I 2. Participation Agreement dated August 31, 2000 among Company, Underwriter and Variable Insurance Product Fund 32. Participation Agreement dated August 315/1/2000, 2000 among Company, Underwriter and Variable Insurance Product III Fund II 3. Participation Agreement dated 5/1/2000, among Company, Underwriter and Variable Insurance Product Fund III 4. 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 3105/01/1991, 2000 among Company, Underwriter and Variable Insurance Product Fund II. 2. Participation Agreement dated August 3103/01/1994, 2000 among Company, Underwriter and Variable Insurance Product FundFund II. 3. Participation Agreement dated August 3102/22/1999, 2000 among Company, Underwriter 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 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 31September 1, 2000 1999 among Company, Underwriter and Variable Insurance Product Fund I 2. Participation Agreement dated August 31September 1, 2000 1999 among Company, Underwriter and Variable Insurance Product FundFund II 3. Participation Agreement dated August 31September 1, 2000 1999 among Company, Underwriter 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 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 31, 2000 among Company, Underwriter and Variable Insurance Product Fund I I 2. Participation Agreement dated August 31, 2000 among Company, Underwriter and Variable Insurance Product Fund 3. Participation Agreement dated August 31, 2000 among Company, Underwriter and Variable Insurance Product 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 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 31June 14, 2000 1999 among Company, Underwriter and Variable Insurance Product Fund I 2. Participation Agreement dated August 31June 14, 2000 1999 among Company, Underwriter and Variable Insurance Product Fund 3. Participation Agreement dated August 31June 14, 2000 1999 among Company, Underwriter and Variable Insurance Product III 111 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 31, 2000 10/02/2000 among Company, Underwriter and Variable Insurance Product Fund I 2. Participation Agreement dated August 31, 2000 among CompanyCompany , Underwriter and Variable Insurance Product Fund. 2. Participation Agreement dated 10/02/2000 among Company ,Underwriter and Variable Insurance Product Fund II 3. Participation Agreement dated August 31, 2000 04/30/2003 among Company, Company ,Underwriter 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 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 31May 1, 2000 2003among Company, Underwriter and Variable Insurance Product Fund I, II and III 2. Participation Agreement Amendment dated March 20, 2009 among Company, Underwriter and Variable Insurance Product Fund I 2. Participation Agreement dated August 31, 2000 among Company, Underwriter and Variable Insurance Product Fund 3. Participation Agreement dated August 31, 2000 among Company, Underwriter and Variable Insurance Product III IV 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 31April 1, 2000 1995 as amended, among Company, Underwriter and Variable Insurance Product Fund (I ) 2. Participation Agreement dated August 31May 1, 2000 1998 as amended, among Company, Underwriter and Variable Insurance Product Fund Fund (II) 3. Participation Agreement dated August 31September 1, 2000 1999, as amended, among Company, Underwriter and Variable Insurance Product III Fund (III) 4. Participation Agreement dated June 30, 2007, as amended, among Company, Underwriter and Variable Insurance Product Fund (V) 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 31February 15, 2000 1995 among the Company, Underwriter and Variable Insurance Product Products Fund I I. 2. Participation Agreement dated August 31February 15, 2000 1995 among the Company, Underwriter and Variable Insurance Product Fund Products Fund II. 3. Participation Agreement dated August 31June 30, 2000 2007 among the Company, Underwriter and Variable Insurance Product III Products Fund V. 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 31September 1, 2000 1996 among Company, Underwriter and Variable Insurance Product Fund I 2. Participation Agreement dated August 31June 25, 2000 1996 among Company, Underwriter and Variable Insurance Product FundFund II 3. Participation Agreement dated August 31January 5, 2000 1998 among Company, Underwriter 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 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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. Amended and Restated Participation Agreement dated August 3123, 2000 2006 among Company, Underwriter and Variable Insurance Product Products Fund I, Variable Insurance Products Fund II, Variable Insurance Products Fund III and Variable Insurance Products Fund IV 2. Participation Sub-License Agreement dated August 3123, 2000 2006 among Company, Underwriter and Variable Insurance Product Fund 3. Participation Agreement dated August 31, 2000 among Company, Underwriter and Variable Insurance Product III Company 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. This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter 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 August 31February 1, 2000 1994 among Company, Underwriter and Variable Insurance Product Fund I I 2. Participation Agreement dated August 31March 2, 2000 1994 among Company, Underwriter and Variable Insurance Product Fund Fund II 3. Participation Agreement dated August 31October 20, 2000 1994 among Company, Underwriter and Variable Insurance Product III Fund I 4. Participation Agreement dated October 20, 1995 among Company, Underwriter 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 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.