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

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. A.1. The Trust and MFS acknowledge the planned merger of American Centurion Enterprise Life with and into IDS Life of New York (the "Merger") and the "intact transfer" (the "Transfer") of the Accounts of American Centurion Enterprise 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 Company simultaneously with the Merger. On and after the Effective Time, all references in this Agreement and its Schedule to American Centurion Enterprise Life and IDS Life of New York shall mean and refer to RiverSource Life Insurance Co. of New YorkCompany. The Trust and MFS consent to the transfer of the rights and obligations of American Centurion Enterprise 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 28September 1, 2003 1999 by and among American Centurion Enterprise 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 7February 28, 2002; (c) Amendment to Participation Agreement dated May 1, 2002, (d) Amendment to Participation Agreement dated July 15, 2002; (e) Amendment to Participation Agreement dated January 3, 2003; (f) Amendment to Participation Agreement dated April 30, 2004; (g) Amendment to Participation Agreement dated December 15, 2004; and (h) Amendment to Participation Agreement dated December 7, 2005. o Participation Agreement, dated March 1, 2000 by and among IDS Life, 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 February 13, 2002; (c) Amendment to Participation Agreement dated March 31, 2002; (d) Amendment to Participation Agreement dated September 15, 2002; (e) Amendment to Participation Agreement dated September 30, 2003; and (f) 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. A.1. A.1 The Trust Fund, the Adviser and MFS CSAMSI acknowledge the planned merger of both American Centurion Enterprise Life and American Partners Life with and into IDS Life of New York (each merger is collectively, the "Merger") and the "intact transfer" (the "Transfer") of the Accounts of American Centurion Enterprise Life and American Partners 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 Company simultaneously with the Merger. On and after the Effective Time, all references in this Agreement and its Schedule Schedules to American Centurion Enterprise Life, American Partners Life and IDS Life of New York shall mean and refer to RiverSource Life Insurance Co. of New YorkCompany. The Trust Fund, the Adviser and MFS CSAMSI consent to the transfer of the rights and obligations of American Centurion Enterprise Life and American Partners Life under this Agreement to IDS Life of New York at the Effective Time of the Merger. A.2. A.2 This Agreement shall amend and supersede the following agreements as of the date stated above among the Company named thereinCompany, the Trust Fund, the Advisor and MFS CSAMSI with respect to all investments by the Company named therein and its Accounts or the Account 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 : A.2.1 Participation Agreement, dated February 28September 1, 2003 1999, by and among American Centurion Enterprise Life, the Trust Fund, the Adviser and MFSCSAMSI, as amended by the following documents: (a) Amendment to Participation Agreement Agreement, dated September 14December 10, 20042001; and (b) Amendment to Participation Agreement Agreement, dated December 7April 1, 2005. o 2003. A.2.2 Participation Agreement, dated September 29March 1, 2003 1996, by and among IDS Life of New YorkAmerican Partners Life, the Trust Fund, the Adviser and MFSCSAMSI, as amended by the following documents: (a) Amendment No. 1 to Participation Agreement dated June 294, 20011996; (b) Amendment to Restatement of Participation Agreement Agreement, dated November 7June 10, 20021999; and (c) Amendment to Participation Agreement Agreement, dated December 710, 20052001; and (d) Amendment to Participation Agreement, dated April 1, 2003. A.3A.2.3 Participation Agreement, dated March 1, 1996, by and among IDS Life, the Fund, the Adviser and CSAMSI, as amended by the following documents: (a) Amendment 1 to Participation Agreement, dated April 30, 1999; (b) Restatement of Participation Agreement, dated June 10, 1999; (c) Amendment to Participation Agreement, dated December 10, 2001; and (d) Amendment to Participation Agreement, dated April 1, 2003. Each party acknowledges that Riversource DistributorsIn addition, Inc. will become the underwriter foregoing parties hereby amend and restate their agreements as set forth herein in contemplation of the Policies effective January 1Transfer of the Accounts of American Enterprise Life and American Partners Life to IDS Life on December 31, 20072006, incident to the Merger. Although the parties have executed this Agreement in this form for administrative convenience, this Agreement shall constitute create a separate participation agreement with each Company until the Effective Time of the Merger.

Amendment and Restatement; Form of Agreement. A.1. The Trust and MFS the Distributor acknowledge the planned merger of American Centurion Enterprise Life Insurance Company ("American Enterprise Life") with and into IDS Life of New York Insurance Company ("IDS Life") (the "Merger") and the "intact transfer" (the "Transfer") of the Accounts of American Centurion Enterprise 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 Company simultaneously with the Merger. On and after the Effective TimeJanuary 1, 2007, all references in this Agreement and its Schedule Schedules to American Centurion Enterprise Life and IDS Life of New York Insurance Company 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 MergerCompany. 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 parties to this Agreement with respect to all investments by the each 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 : (a) Participation AgreementAgreement dated January 16, dated February 281995, 2003 by and among American Centurion Enterprise Life, the Trust and MFSthe Distributor, as amended by the following documents: (a) Amendment 1 to Participation Agreement dated September 14, 2004; and (b) Amendment Schedule A to Participation Agreement dated December 7, 2005. o Participation Agreement, dated September 29April 30, 2003 1997; Amendment 2 to Schedule A to Participation Agreement, dated October 30, 1997; Amendment 3 to Participation Agreement, dated August 21, 1998; Amendment 4 to Participation Agreement, dated June 15, 1999; Amendment 5 to Participation Agreement, dated February 27, 2002; Amendment 6 to Participation Agreement, dated May 1, 2002; Amendment 7 to Participation Agreement, dated August 18, 2003; and Amendment 8 to Participation Agreement, dated April 30, 2004. (b) Participation Agreement dated October 7, 1996, by and among IDS Life of New YorkLife, the Trust and MFSthe Distributor, as amended by the following documents: (a) Amendment 1 to Participation Agreement Agreement, dated June 29April 30, 20011999; (b) Amendment 2 to Participation Agreement Agreement, dated November 7February 27, 2002; Amendment 3 to Participation Agreement, dated May 1, 2002; and (c) Amendment 4 to Participation Agreement Agreement, dated December 7September 15, 20052003. 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. A.1. The Trust Fund, the Underwriter and MFS the Adviser acknowledge the planned merger of American Centurion Enterprise Life with and into IDS Life of New York (the "Merger") and the "intact transfer" (the "Transfer") of the Accounts of American Centurion Enterprise 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 Company simultaneously with the Merger. On and after the Effective Time, all references in this Agreement and its Schedule Schedules to American Centurion Enterprise Life and IDS Life of New York Insurance Company shall mean and refer to RiverSource Life Insurance Co. of New YorkCompany. The Trust Fund, the Underwriter and MFS the Adviser consent to the transfer of the rights and obligations of American Centurion Enterprise Life under this Agreement to IDS Life of New York Insurance Company at the Effective Time of the Merger. A.2. This Agreement agreement shall amend and supersede the following agreements Participation Agreement dated as of the date stated above September 1, 2002 among the Company named thereinFund, the Trust Underwriter, the Adviser, and MFS 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 Company named therein and its Accounts Fund prior to the date of this Agreement. In addition, the foregoing parties hereby amend and restate their agreements as though identical separate agreements had been executed by set forth herein to include among other agreements, the parties hereto on the dates addition of IDS Life as indicated below: o Participation a party to this agreement in respect of its Accounts as set forth in Schedule A-1 to this Agreement, dated February 28and in contemplation of the Transfer of the Accounts of American Enterprise Life to IDS Life on December 31, 2003 by 2006, incident to the Merger. This agreement shall amend and among American Centurion Life, supersede 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 2930, 2003 by and among IDS Life of New Yorkthe Fund, the Trust Underwriter, the Adviser 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, 2007IDS Life. Although the parties have executed this Agreement in this form for administrative convenience, this Agreement shall constitute create a separate participation agreement with each Company until the Effective Time of the Merger.

Amendment and Restatement; Form of Agreement. A.1. The Trust and MFS acknowledge acknowledges the planned merger of American Centurion Enterprise Life and American Partners Life with and into IDS Life of New York (the "Merger") and the "intact transfer" (the "Transfer") of the Accounts of American Centurion Enterprise Life and American Partners 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 Company simultaneously with the Merger. On and after the Effective Time, all references in this Agreement and its Schedule to American Centurion Enterprise Life, American Partners Life and IDS Life of New York shall mean and refer to RiverSource Life Insurance Co. of New YorkCompany. The Trust and MFS consent consents to the transfer of the rights and obligations of American Centurion Enterprise Life and American Partners 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 between the Company named therein, therein and 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 Fund Participation Agreement, dated February 28March 1, 2003 2000, by and among between American Centurion Life, Enterprise Life and the Trust and MFSTrust, as amended by the following documents: (a) Amendment to Fund Participation Agreement dated September 14July 27, 20042001; and (b) Amendment to Fund Participation Agreement dated December 7September 1, 20052002. o Fund Participation Agreement, dated September 29October 8, 2003 1997, by and among IDS between American Enterprise Life of New York, and the Trust and MFSTrust, as amended by the following documents: (a) Amendment to Fund Participation Agreement dated June 29October 19, 1998; (b) ) Amendment to Fund Participation Agreement dated July 27, 2001; and (c) Amendment to Fund Participation Agreement dated September 1, 2002. o Fund Participation Agreement, dated January 23, 1996, by and between American Partners Life and the Trust, as amended by the following documents: (a) Amendment to Fund Participation Agreement dated July 27, 2001; and (b) Amendment to Fund Participation Agreement dated September 1, 2002. o Fund Participation Agreement, dated April 21, 2000, by and between IDS Life and the Trust, as amended by the following documents: (a) Amendment to Fund Participation Agreement dated July 27, 2001; (b) Amendment to Fund Participation Agreement dated November 7February 13, 2002; (c) Amendment to Fund Participation Agreement dated May 31, 2002; and (cd) Amendment to Fund Participation Agreement dated December 7, 2005. A.3. Each party acknowledges that Riversource Distributors, Inc. will become the underwriter of the Policies effective January September 1, 20072002. 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. A.1. The Trust Fund and MFS LAM acknowledge the planned merger mexxxr of American Centurion Enterprise Life with and into IDS Life of New York (the "Merger") and the "intact transfer" (the "Transfer") of the Separate Accounts of American Centurion Enterprise 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 Company simultaneously with the Merger. On and after the Effective Time, all references in this Agreement and its in Schedule 1 hereto to American Centurion Life and Enterprise Life, IDS Life of New York or Insurance Company shall mean and refer to RiverSource Life Insurance Co. of New YorkCompany. The Trust Fund and MFS LAM consent to the transfer transxxx of the rights and obligations of American Centurion Enterprise 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 between the date stated above among the Insurance Company named therein, the Trust Contract Distributor, Lazard Asset Management, a division of Lazard Freres & Co. and MFS the Fund with respect to all investments by the Insurance Company named therein and its Separate 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 Amended and Restated Fund Participation Agreement, dated March 29, 2002, by and among American Enterprise Life, the Contract Distributor, the Fund and Lazard Asset Management, a division of Lazard Freres & Co., as amended by the following document: Amendment dated October 31, 2003 to the Amended and Restated Fund Participation Agreement dated March 29, 2002. o Amended and Restated Fund Participation Agreement, dated February 2821, 2003 2002, by and among American Centurion IDS Life, the Trust Contract Distributor, the Fund and MFSLazard Asset Management, a division of Lazard Freres & Co., as amended by the following documents: (a) Amendment dated September 15, 2002 to the Amended and Restated Fund Participation Agreement dated September 14February 21, 20042002; and and, (b) Amendment dated October 31, 2003 to the Amended and Restated Fund 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 7February 21, 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 Parties have executed this Agreement in this form for administrative convenience, this Agreement shall constitute a separate participation agreement with each Insurance Company until the Effective Time of the Merger.

Amendment and Restatement; Form of Agreement. A.1. The Trust and MFS acknowledge acknowledges 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 consents 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 between the Company named therein, therein and 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 Fund Participation Agreement, dated February 28October 23, 2003 1996, by and among between American Centurion Life, Life and the Trust and MFSTrust, as amended by the following documents: (a) Amendment to Fund Participation Agreement dated September 14October 8, 20041997; and (b) Amendment to Fund Participation Agreement dated December 7July 27, 20052001; and (c) Amendment to Fund Participation Agreement dated September 1, 2002. o Fund Participation Agreement, dated September 29, 2003 2000, by and among between IDS Life of New York, York and the Trust and MFSTrust, as amended by the following documents: (a) Amendment to Fund Participation Agreement dated June 29, 2001; (b) Amendment to Fund Participation Agreement dated July 27, 2001; (c) Amendment to Fund Participation Agreement dated September 1, 2002; (d) Amendment to Fund Participation Agreement dated November 7, 2002; and (ce) Amendment to Fund Participation Agreement dated December 7August 18, 2005. A.3. Each party acknowledges that Riversource Distributors, Inc. will become the underwriter of the Policies effective January 1, 20072003. 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. A.1. A.1 The Trust Fund, the Adviser and MFS CSAMSI 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 Schedules to American Centurion Life and IDS Life of New York shall mean and refer to RiverSource Life Insurance Co. of New York. The Trust Fund, the Adviser and MFS CSAMSI 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. A.2 This Agreement shall amend and supersede the following agreements as of the date stated above among the Company named thereinCompany, the Trust Fund, the Advisor and MFS CSAMSI with respect to all investments by the Company named therein and its Accounts or the Account 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 : A.2.1 Participation Agreement, dated February 28October 7, 2003 1996, by and among American Centurion Life, the Trust Fund, the Adviser and MFSCSAMSI, as amended by the following documents: (a) Restatement of Participation Agreement, dated June 10, 1999; (b) Amendment to Participation Agreement, dated November 26, 2001; and (c) Amendment to Participation Agreement dated September 14April 1, 20042003. A.2.2 Participation Agreement, dated October 7, 1996, by and among IDS Life of New York, the Fund, the Adviser and CSAMSI, as amended by the following documents: (a) Restatement of Participation Agreement, dated June 10, 1999; and (b) Amendment to Participation Agreement dated December 710, 20052001. o Participation AgreementIn addition, dated September 29, 2003 by the foregoing parties hereby amend and among restate their agreements as set forth herein in contemplation of the Transfer of the Accounts of American Centurion Life to IDS Life of New YorkYork on December 31, 2006, incident to 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, 2007Merger. Although the parties have executed this Agreement in this form for administrative convenience, this Agreement shall constitute create a separate participation agreement with each Company until the Effective Time of the Merger.

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 agreement shall amend and supersede the following agreements Agreements as of the date stated above among the Funds, Underwriter, Company named therein, the Trust and MFS AI Life with respect to all investments by the Company named therein and AI Life or its Accounts 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: 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 . 1. Participation Agreement dated September 14October 2, 2004; 2000 among Company, Underwriter and (b) Amendment to Variable Insurance Product Fund I 2. Participation Agreement dated December 7October 2, 20052000 among Company, Underwriter and Variable Insurance Product Fund II 3. 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 29April 30, 2001; (b) Amendment to 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 November 7May 1, 2002; 2005 among Company (as successor in interest to AI Life), Underwriter and (c) Amendment to Variable Insurance Product Fund I 6. Participation Agreement dated December February 2, 1998 among Company (as successor in interest to AI Life), Underwriter and Variable Insurance Product Fund II 7, 2005. A.3. Each party acknowledges that Riversource Distributors, Inc. will become the underwriter of the Policies effective Participation Agreement dated January 1, 20072001 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 this the form of a Master Participation Agreement for administrative convenience, this Agreement shall constitute 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 Company until the Effective Time Fund. No rights, responsibilities or liabilities of the Mergerany Fund shall be attributed to any other Fund.

Amendment and Restatement; Form of Agreement. A.1. The Trust and MFS the Distributor acknowledge the planned merger of American Centurion Life Assurance Company ("American Centurion Life") with and into IDS Life Insurance Company of New York ("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 TimeJanuary 1, 2007, all references in this Agreement and its Schedule Schedules 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 parties to this Agreement with respect to all investments by the each 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 : (a) Participation AgreementAgreement dated April 30, dated February 281997, 2003 by and among American Centurion Life, the Trust and MFSthe Distributor, as amended by the following documents: (a) Amendment 1 to Participation Agreement dated September 14, 2004; and (b) Amendment to Participation Agreement dated December 7, 2005. o Participation Agreement, dated September 29October 14, 2003 1998; Amendment 2 to Participation Agreement, dated February 27, 2002; and Amendment 3 to Participation Agreement, dated August 18, 2003. (b) Participation Agreement dated October 7, 1996, by and among IDS Life of New York, the Trust and MFSthe Distributor, as amended by the following documents: (a) Amendment 1 to Participation Agreement Agreement, dated June 29, 2001; (b) Amendment to Participation Agreement dated November 7February 27, 2002; and (c) Amendment 2 to Participation Agreement Agreement, dated December 7August 18, 20052003. 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. A.1. The Trust Fund, the Underwriter and MFS the Adviser acknowledge the planned merger of American Centurion Enterprise Life with and into IDS Life of New York (the "“Merger"”) and the "“intact transfer" ” (the "“Transfer"”) of the Accounts of American Centurion Enterprise 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 Company simultaneously with the Merger. On and after the Effective Time, all references in this Agreement and its Schedule Schedules to American Centurion Enterprise Life and IDS Life of New York Insurance Company shall mean and refer to RiverSource Life Insurance Co. of New YorkCompany. The Trust Fund, the Underwriter and MFS the Adviser consent to the transfer of the rights and obligations of American Centurion Enterprise Life under this Agreement to IDS Life of New York Insurance Company at the Effective Time of the Merger. A.2. This Agreement agreement shall amend and supersede the following agreements Participation Agreement dated as of the date stated above September 1, 2002 among the Company named thereinFund, the Trust Underwriter, the Adviser, and MFS 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 Company named therein and its Accounts Fund prior to the date of this Agreement. In addition, the foregoing parties hereby amend and restate their agreements as though identical separate agreements had been executed by set forth herein to include among other agreements, the parties hereto on the dates addition of IDS Life as indicated below: o Participation a party to this agreement in respect of its Accounts as set forth in Schedule A-1 to this Agreement, dated February 28, 2003 by and among in contemplation of the Transfer of the Accounts of American Centurion Life, the Trust and MFS, as amended by the following documents: (a) Amendment Enterprise Life 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 Yorkon December 31, 2006, incident to 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, 2007Merger. Although the parties have executed this Agreement in this form for administrative convenience, this Agreement shall constitute create a separate participation agreement with each Company until the Effective Time of the Merger.

Amendment and Restatement; Form of Agreement. A.1. The Trust Fund, the Underwriter and MFS the Adviser acknowledge the planned merger of American Centurion Enterprise Life with and into IDS Life of New York (the "Merger") and the "intact transfer" (the "Transfer") of the Accounts of American Centurion Enterprise 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 Company simultaneously with the Merger. On and after the Effective Time, all references in this Agreement and its Schedule Schedules to American Centurion Enterprise Life and IDS Life of New York Insurance Company shall mean and refer to RiverSource Life Insurance Co. of New YorkCompany. The Trust Fund, the Underwriter and MFS the Adviser consent to the transfer of the rights and obligations of American Centurion Enterprise Life under this Agreement to IDS Life of New York Insurance Company at the Effective Time of the Merger. A.2. This Agreement agreement shall amend and supersede the following agreements Participation Agreement dated as of the date stated above September 1, 2002 among the Company named thereinFund, the Trust Underwriter, the Adviser, and MFS 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 Company named therein and its Accounts Fund prior to the date of this Agreement. In addition, the foregoing parties hereby amend and restate their agreements as though identical separate agreements had been executed by set forth herein to include among other agreements, the parties hereto on the dates addition of IDS Life as indicated below: o Participation a party to this agreement in respect of its Accounts as set forth in Schedule A-1 to this Agreement, dated February 28, 2003 by and among in contemplation of the Transfer of the Accounts of American Centurion Life, the Trust and MFS, as amended by the following documents: (a) Amendment Enterprise Life 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 Yorkon December 31, 2006, incident to 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, 2007Merger. Although the parties have executed this Agreement in this form for administrative convenience, this Agreement shall constitute create a separate participation agreement with each Company until the Effective Time of the Merger.

Amendment and Restatement; Form of Agreement. A.1. A.1 The Trust Fund, the Adviser and MFS the Distributor acknowledge the planned merger of both American Centurion Enterprise Life with and into IDS Life of New York (the "Merger") and the "intact transfer" (the "Transfer") of the Accounts of American Centurion Enterprise 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 Company simultaneously with the Merger. On and after the Effective Time, all references in this Agreement and its Schedule Schedules to American Centurion Enterprise Life and IDS Life of New York shall mean and refer to RiverSource Life Insurance Co. of New YorkCompany. The Trust Fund, the Adviser and MFS the Distributor consent to the transfer of the rights and obligations of American Centurion Enterprise Life under this Agreement to IDS Life of New York at the Effective Time of the Merger. A.2. A.2 This Agreement shall amend and supersede the following agreements as of the date stated above among the Company named thereinMay 1, the Trust and MFS 2006, with respect to all investments by the each 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 : A.2.1 Restated Participation Agreement, dated December 2, 2002, by and between American Enterprise Life and The Galaxy VIP Fund. A.2.2 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 142, 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 YorkLife, the Liberty Variable Investment 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 DistributorsColumbia Funds Distributor, 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 create separate participation agreement with agreements between each Company and the Fund until the Effective Time of the Merger.

Amendment and Restatement; Form of Agreement. A.1. The Trust Fund and MFS XXX acknowledge the planned merger of American Centurion Enterprise Life with and into IDS Life of New York (the "Merger") and the "intact transfer" (the "Transfer") of the Separate Accounts of American Centurion Enterprise 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 Company simultaneously with the Merger. On and after the Effective Time, all references in this Agreement and its in Schedule 1 hereto to American Centurion Life and Enterprise Life, IDS Life of New York or Insurance Company shall mean and refer to RiverSource Life Insurance Co. of New YorkCompany. The Trust Fund and MFS XXX consent to the transfer of the rights and obligations of American Centurion Enterprise 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 between the date stated above among the Insurance Company named therein, the Trust Contract Distributor, Lazard Asset Management, a division of Lazard Freres & Co. and MFS the Fund with respect to all investments by the Insurance Company named therein and its Separate 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 Amended and Restated Fund Participation Agreement, dated March 29, 2002, by and among American Enterprise Life, the Contract Distributor, the Fund and Lazard Asset Management, a division of Lazard Freres & Co., as amended by the following document: Amendment dated October 31, 2003 to the Amended and Restated Fund Participation Agreement dated March 29, 2002. o Amended and Restated Fund Participation Agreement, dated February 2821, 2003 2002, by and among American Centurion IDS Life, the Trust Contract Distributor, the Fund and MFSLazard Asset Management, a division of Lazard Freres & Co., as amended by the following documents: (a) Amendment dated September 15, 2002 to the Amended and Restated Fund Participation Agreement dated September 14February 21, 20042002; and and, (b) Amendment dated October 31, 2003 to the Amended and Restated Fund 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 7February 21, 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 Parties have executed this Agreement in this form for administrative convenience, this Agreement shall constitute a separate participation agreement with each Insurance Company until the Effective Time of the Merger.