Keyport Variable Account a/Ma Sample Contracts

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Participation Agreement • October 15th, 1996 • Variable Account a/Ma • New York
EXHIBIT 3(a)
S Agreement • February 16th, 1996 • Variable Account a/Ma

IT IS HEREBY AGREED by and between KEYPORT LIFE INSURANCE COMPANY ("INSURANCE COMPANY"), a Rhode Island corporation, on behalf of Variable Account A (the "Variable Account") and KEYPORT FINANCIAL SERVICES CORP. ("PRINCIPAL UNDERWRITER"), a Massachusetts corporation, as follows:

PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND III, FIDELITY DISTRIBUTORS CORPORATION and KEYPORT LIFE INSURANCE COMPANY
Participation Agreement • May 31st, 2000 • Variable Account a/Ma • Massachusetts

THIS AGREEMENT, made and entered into as of the 31st day of March, 2000 by and among KEYPORT LIFE INSURANCE COMPANY, (hereinafter the "Company"), a Rhode Island corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"), and the VARIABLE INSURANCE PRODUCTS FUND III, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation.

PARTICIPATION AGREEMENT Among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK, PIMCO VARIABLE INSURANCE TRUST, and PIMCO FUNDS DISTRIBUTORS LLC
Participation Agreement • February 5th, 2004 • Keyport Variable Account a/Ma • California

THIS AGREEMENT, dated as of the 16th day of September, 2002, by and among Sun Life Assurance Company of Canada (U.S.) a Delaware life insurance company, and Sun Life Insurance and Annuity Company of New York, a New York life insurance company (each of which is hereinafter referred to as the "Company"), each of which is life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the "Account"), PIMCO Variable Insurance Trust (the "Fund"), a Delaware business trust, and PIMCO Funds Distributors LLC (the "Underwriter"), a Delaware limited liability company.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
Participation Agreement • February 5th, 2004 • Keyport Variable Account a/Ma • New York

THIS AGREEMENT (the "Agreement"), made and entered into as of the 16th day of September 2002 by and among Sun Life Assurance Company of Canada (U.S.) (hereinafter the "Company"), on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to this Agreement, as may be amended from time to time by mutual consent (hereinafter collectively the "Accounts"), Oppenheimer Variable Account Funds (hereinafter the "Fund") and OppenheimerFunds, Inc. (hereinafter the "Adviser").

PARTICIPATION AGREEMENT Among RYDEX VARIABLE TRUST, PADCO FINANCIAL SERVICES, INC. and KEYPORT LIFE INSURANCE COMPANY DATED AS OF MAY 19, 2000
Participation Agreement • May 31st, 2000 • Variable Account a/Ma • Delaware

THIS AGREEMENT, made and entered into as of the 19th day of May, 2000 by and among KEYPORT LIFE INSURANCE COMPANY (hereinafter the "Company"), a Rhode Island corporation, on its own behalf and on behalf of each separate account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"), RYDEX VARIABLE TRUST (hereinafter the "Trust"), a Delaware business trust, and PADCO FINANCIAL SERVICES, INC. (hereinafter the "Underwriter"), a Maryland corporation.

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • February 5th, 2004 • Keyport Variable Account a/Ma • New York

THIS AGREEMENT made as of the 17th day of February, 1998, by and among Lord Abbett Series Fund, Inc. ("FUND"), a Maryland Corporation, Lord, Abbett & Co. ("ADVISER"), a New York Partnership, and Sun Life Assurance Company of Canada (U.S.) (the ("COMPANY"), a life insurance company organized under the laws of the State of Delaware.

EXHIBIT 8 PARTICIPATION AGREEMENT
Participation Agreement • March 1st, 2000 • Variable Account a/Ma • Delaware
PARTICIPATION AGREEMENT AMENDMENT NO. 5
Participation Agreement • April 1st, 2004 • Keyport Variable Account a/Ma

This Agreement, made and entered into as of the 30th day of April, 2001 and amended on September 1, 2001, April 1, 2002, August 5, 2002 and December 31, 2002 (the "Agreement") by and among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a life insurance company organized as a corporation under the laws of the State of Delaware, SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK, an insurance company organized under the laws of the State of New York, (each of which is hereinafter referred to as the "Company") on its own behalf and on behalf of each separate account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"), RYDEX VARIABLE TRUST (hereinafter the "Trust"), a Delaware business trust, and RYDEX DISTRIBUTORS, INC. (hereinafter the "Underwriter"), a Maryland corporation, is hereby amended as follows:

PARTICIPATION AGREEMENT
Participation Agreement • October 10th, 2000 • Variable Account a/Ma • Massachusetts

THIS AGREEMENT is made and entered by and between WANGER ADVISORS TRUST, an unincorporated business trust formed under the laws of Massachusetts (the "Trust"), and KEYPORT LIFE INSURANCE COMPANY, a Rhode Island life insurance company (the "Company"), on its own behalf and on behalf of each separate account of the Company identified herein. This agreement shall become effective at the Effective Time as defined in the Agreement and Plan of Merger among Wanger Asset Management, Ltd., Wanger Asset Management, L.P. and Liberty Financial Companies, Inc. and WAM Acquisition L.P. dated as of June 9, 2000.

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 1st, 2004 • Keyport Variable Account a/Ma

Sun Life Assurance Company of Canada (U.S.), Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III and Fidelity Distributors Corporation hereby amend the Participation Agreement ("Agreement") dated February 15, 2002, as amended, by doing the following:

KEYPORT LIFE INSURANCE COMPANY
Keyport Variable Account a/Ma • April 1st, 2004

If this Contract is In Force on the Income Date, We will begin making Income Payments to the Annuitant. We will make such payments according to the terms of this Contract.

PARTICIPATION AGREEMENT AMENDMENT NO. 2 December 31, 2003
Participation Agreement • April 1st, 2004 • Keyport Variable Account a/Ma

This Agreement, made and entered into as of the 1st day of April, 2002 and amended on September 30, 2002 and December 31, 2003 (the "Agreement") by and among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a life insurance company organized as a corporation under the laws of the State of Delaware, on its own behalf and on behalf of the separate account of the Company set forth on Schedule D hereto as may be amended from time to time (such account hereinafter referred to as the "Account"), STEINROE VARIABLE INVESTMENT TRUST (hereinafter the "Trust"), a Massachusetts business trust, and LIBERTY FUNDS DISTRIBUTOR, INC. (hereinafter the "Underwriter"), a Massachusetts corporation, is hereby amended as follows:

PARTICIPATION AGREEMENT AMENDMENT NO. 2 December 31, 2003
Participation Agreement • April 1st, 2004 • Keyport Variable Account a/Ma

This Agreement, made and entered into as of the 1st day of April, 2002 and amended on September 30, 2002 and December 31, 2003, (the "Agreement") by and among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a life insurance company organized as a corporation under the laws of the State of Delaware, on its own behalf and on behalf of the separate account of the Company set forth on Schedule D hereto as may be amended from time to time (such account hereinafter referred to as the "Account"), WANGER ADVISORS TRUST (hereinafter the "Trust"), a Massachusetts business trust, and LIBERTY FUNDS DISTRIBUTOR, INC. (hereinafter the "Underwriter"), a Massachusetts corporation, is hereby amended as follows:

PARTICIPATION AGREEMENT AMENDMENT NO. 2 December 31, 2003
Participation Agreement • April 1st, 2004 • Keyport Variable Account a/Ma

This Agreement, made and entered into as of the 1st day of April, 2002 and amended on September 30, 2002 and December 31, 2003 (the "Agreement") by and among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a life insurance company organized as a corporation under the laws of the State of Delaware, on its own behalf and on behalf of the separate account of the Company set forth on Schedule D hereto as may be amended from time to time (such account hereinafter referred to as the "Account"), LIBERTY VARIABLE INVESTMENT TRUST (hereinafter the "Trust"), a Massachusetts business trust, and LIBERTY FUNDS DISTRIBUTOR, INC. (hereinafter the "Underwriter"), a Massachusetts corporation, is hereby amended as follows:

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Sun Life (U.S.) letterhead] VIA FIRST CLASS MAIL Dear _______: Attached, for your signature, is a novation to your current Participation Agreement dated __________ __, ____, by and between Keyport Life Insurance Company ("Keyport"), on its own behalf...
Variable Account a/Ma • December 31st, 2003

This Novation will not alter the terms of the current Participation Agreement; rather, it merely provides for Sun Life Assurance Company of Canada ("Sun Life (U.S.)") to replace Keyport as a party to the Participation Agreement. Sun Life (U.S.) will be the surviving company following its merger with Keyport (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 Sun Life (U.S.), on its own behalf and on behalf of the Separate Account, becoming a party to the Participation Agreement in place of Keyport, and the Separate Account continuing to purchase and redeem fund shares on the same terms as are in effect prior to the Merger.

KEYPORT LIFE INSURANCE COMPANY
Keyport Variable Account a/Ma • April 1st, 2004

This Group Contract, as issued to the Group Contract Owner by Us with any riders or endorsements, alone makes up the agreement under which benefits are paid. The Group Contract may be inspected at the office of the Group Contract Owner. In consideration of any application for a Certificate and the payment of purchase payments, We agree, subject to the terms and conditions of the Group Contract, to provide the benefits described in the Certificate to the Certificate Owner.

PARTICIPATION AGREEMENT AMENDMENT NO. 1 December 31, 2003
Participation Agreement • April 1st, 2004 • Keyport Variable Account a/Ma

This Agreement, made and entered into as of the 1st day of April, 2002 and amended on December 31, 2003 (the "Agreement") by and among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a life insurance company organized as a corporation under the laws of the State of Delaware, on its own behalf and on behalf of the separate accounts of the Company set forth on Schedule A hereto as may be amended from time to time (such account hereinafter referred to as the "Accounts"), MFS VARIABLE INSURANCE TRUST (hereinafter the "Trust"), a Massachusetts business trust, and MASSACHUSETTS FINANCIAL SERVICES COMAPNY ("MFS"), a Delaware corporation, is hereby amended as follows:

PARTICIPATION AGREEMENT AMENDMENT NO. 5 Effective as of December 31, 2003
Participation Agreement • April 1st, 2004 • Keyport Variable Account a/Ma

THIS AGREEMENT, made and entered into as of the 1st day of May, 2001 ("Agreement"), and amended on September 1, 2001, April 1, 2002, August 5, 2002, and October 24, 2002, by and among Sun Life Assurance Company of Canada (U.S.), a Delaware life insurance company ("Insurer") (on behalf of itself and certain of its "Separate Accounts,"); Clarendon Insurance Agency, Inc., a Massachusetts corporation ("Contracts Distributor"), the principal underwriter with respect to the Contracts; Alliance Capital Management L.P., a Delaware limited partnership ("Adviser"), the investment adviser of the Fund; and Alliance Fund Distributors, Inc., a Delaware corporation ("Distributor"), the Fund's principal underwriter (collectively, the "Parties") is hereby amended as follows:

Group Variable Immediate Annuity Contract Single Purchase Payment Under A Certificate Nonparticipating - No Dividends
Keyport Variable Account a/Ma • February 5th, 2004

This group contract is the legal contract between the Group Contract Owner and Sun Life Assurance Company of Canada (U.S.) (the "Company," "we," "us," or "our"). We agree to provide the rights and benefits described in this group contract to the persons entitled in the manner set forth herein, subject to the provisions on the pages which follow.

Group Variable Immediate Annuity Contract Single Purchase Payment Under A Certificate Nonparticipating - No Dividends
Variable Account a/Ma • March 6th, 2003

This group contract is the legal contract between the Group Contract Owner and Keyport Life Insurance Company (the "Company," "we," "us," or "our"). We agree to provide the rights and benefits described in this group contract to the persons entitled in the manner set forth herein, subject to the provisions on the pages which follow.

Keyport Life Insurance Company A Stock Company
Keyport Variable Account a/Ma • April 1st, 2004

This Group Contract, as issued to the Group Contract Owner by Us with any riders or endorsements, alone makes up the agreement under which benefits are paid. The Group Contract may be inspected at the office of the Group Contract Owner. In consideration of any application for a Certificate and the payment of purchase payments, We agree, subject to the terms and conditions of the Group Contract, to provide the benefits described in the Certificate to the Certificate Owner.

PARTICIPATION AGREEMENT
Participation Agreement • October 24th, 1996 • Variable Account a/Ma • New York
Amendment No. 2 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Sun Life Assurance Company of Canada (U.S.) Sun Life Insurance and Annuity Company of New York Clarendon Insurance...
Participation Agreement • December 31st, 2003 • Variable Account a/Ma

The participation agreement, dated as of September 16, 2002 and as amended on December 31, 2002, by and among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York and Clarendon Insurance Agency, Inc. (the "Agreement") is hereby amended as follows:

AMENDMENT NO. 10 PARTICIPATION AGREEMENT
Participation Agreement • December 31st, 2003 • Variable Account a/Ma

The Participation Agreement, made and entered into as of the 17th day of February, 1998, and amended on December 11, 1998, March 15, 1999, April 17, 2000, May 1, 2000, May 1, 2001, September 1, 2001, April 1, 2002, August 14, 2003 and December 31, 2003, (the "Agreement"), by and among AIM Variable Insurance Funds, a Delaware business trust, A I M Distributors, Inc., a Delaware corporation, Sun Life Assurance Company of Canada (U.S.), a Delaware life insurance company, and Clarendon Insurance Agency, Inc., a Massachusetts corporation, is hereby amended as follows:

FORM OF
Participation Agreement • June 16th, 1999 • Variable Account a/Ma • Delaware
Keyport Life Insurance Company A Stock Company
Keyport Variable Account a/Ma • April 14th, 2004

If this Contract is In Force on the Income Date, We will begin making Income Payments to the Annuitant. We will make such payments according to the terms of this Contract.

FUND PARTICIPATION AGREEMENT AMENDMENT NO. 5 December 31, 2003
Fund Participation Agreement • April 1st, 2004 • Keyport Variable Account a/Ma

THIS AGREEMENT made as of the 17th day of February, 1998, and amended on December 9, 1998, March 15, 1999, April 17, 2000, and September 1, 2001, by and among The Alger American Fund (the "Trust"), an open-end management investment company organized as a Massachusetts business trust, Sun Life Assurance Company of Canada (U.S.), a life insurance company organized as a corporation under the laws of the state of Delaware, Sun Life Insurance and Annuity Company of New York, a life insurance company organized as a corporation under the laws of the State of New York, each of which hereinafter referred to as (the "Company"), on its own behalf and on behalf of each segregated asset account of the Company set forth in Schedule B, as may be amended from time to time (the "Accounts"), and Fred Alger & Company, Incorporated, a Delaware corporation, the Trust's distributor (the "Distributor").

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