Sun Life (N.Y.) Variable Account J Sample Contracts

PARTICIPATION AGREEMENT
Participation Agreement • August 9th, 2006 • Sun Life (N.Y.) Variable Account J • Delaware

THIS AGREEMENT, made and entered into as of the 1st day of September, 2005 by and among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) (hereinafter the "Company"), a life insurance company organized under the laws of Delaware, on its own behalf and on behalf of each separate account of the Company set forth on Schedule B hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"), and ROYCE CAPITAL FUND (hereinafter the "Fund"), a Delaware business trust, and ROYCE & ASSOCIATES, LLC, a Delaware limited liability company (the "Adviser").

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THIS AGREEMENT is made and entered into as of the 1st day of October, 2006 by and among SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK (the "Company"), a Delaware corporation, on its own behalf and on behalf of each separate account of the Company...
Investment Management Agreement • January 18th, 2007 • Sun Life (N.Y.) Variable Account J • New York

(This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.)

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • August 9th, 2006 • Sun Life (N.Y.) Variable Account J • New York

THIS AGREEMENT made as of the 1st day of August, 20032 by and among Deutsche Asset Management VIT Funds ("TRUST"), a Massachusetts business trust, Deutsche Asset Management, Inc. ("ADVISER"), a Delaware corporation, and Sun Life Insurance and Annuity Company of New York ("LIFE COMPANY"), a life insurance company organized under the laws of the State of New York.

JANUS ASPEN SERIES FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • August 9th, 2006 • Sun Life (N.Y.) Variable Account J • Colorado

THIS AGREEMENT is made this 1st day of November, 2005, between JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware business trust (the "Trust"), JANUS DISTRIBUTORS LLC (the "Distributor"), a Delaware limited liability company (the "Distributor"), and SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a life insurance company organized under the laws of the State of Delaware (the "Company"), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the "Accounts").

PARTICIPATION AGREEMENT By and Among WANGER ADVISORSNATIONS SEPARATE ACCOUNT TRUST And COLUMBIA FUNDS DISTRIBUTOR, INC. And SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) And SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
Participation Agreement • August 9th, 2006 • Sun Life (N.Y.) Variable Account J • Massachusetts

THIS AGREEMENT, made and entered into as of DecemberOctober 1, 2004, by and among WANGER ADVISORSNATIONS SEPARATE ACCOUNT TRUST, an open-end management investment company organized under the laws of the Commonwealth of Massachusetts (the "Fund"), COLUMBIA FUNDS DISTRIBUTOR, INC., a Massachusetts corporation (the "Distributor"), SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a Delaware corporation, and SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK, a New York corporation (with Sun Life Assurance Company of Canada, (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, (each account referred to as the ""Account").

PARTICIPATION AGREEMENT AMENDMENT NO. 1
Participation Agreement • August 9th, 2006 • Sun Life (N.Y.) Variable Account J

The Participation Agreement, made and entered into as of the 30th day of April, 2001 by and among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) (hereinafter the "Company"), a life insurance company organized as a corporation under the laws of the State of Delaware, 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, do hereby agree to amend the Agreement as follows:

AMENDMENT NO. 3 TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • August 9th, 2006 • Sun Life (N.Y.) Variable Account J

This Amendment, dated as of October 1, 2006, among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST and NEUBERGER BERMAN MANAGEMENT INC. is made to the Fund Participation Agreement and amends said Agreement as follows:

PROPOSED INSURED CONSENT FORM
Proposed Insured Consent Form • August 9th, 2006 • Sun Life (N.Y.) Variable Account J
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK TEMPORARY LIFE INSURANCE AGREEMENT
Temporary Life Insurance Agreement • August 9th, 2006 • Sun Life (N.Y.) Variable Account J

While this Agreement is in effect and subject to the terms below, We will pay the Temporary Life Insurance benefit, as shown on the attached census, upon receipt of Due Proof of the death of a Proposed Insured.

AMENDMENT TO PARTICIPATION AGREEMENT AMENDMENT NO. 3
Participation Agreement • August 9th, 2006 • Sun Life (N.Y.) Variable Account J

THIS AGREEMENT made and entered into this 17th day of February, 1998, by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, an unincorporated business trust formed under the laws of Delaware (the "Trust"), GOLDMAN, SACHS & CO., a New York limited partnership (the "Distributor"), and SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a life insurance company organized as a corporation under the laws of the State of Delaware, (the "Company"), on its own behalf and on behalf of each separate account of the Company identified herein.

PROPOSED INSURED CONSENT FORM
Proposed Insured Consent Form • August 9th, 2006 • Sun Life (N.Y.) Variable Account J

r I consent to the purchase of life insurance on my life by the Owner listed above and in accordance with the Master Application for

AMENDMENT TO PARTICIPATION AGREEMENT AMENDMENT NO. 3
Participation Agreement • November 9th, 2006 • Sun Life (N.Y.) Variable Account J

THIS AGREEMENT made the 17th day of February, 1998, and amended on December 9, 1998, March 15, 1999 and April 17, 2000, 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 is 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 and Company, Incorporated, a Delaware corporation, the Trust's distributor (the "Distributor").

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT Effective October 1, 2006
Participation Agreement • November 9th, 2006 • Sun Life (N.Y.) Variable Account J

The Participation Agreement, dated May 1, 2004, by and among The Universal Institutional Funds, Inc., Morgan Stanley & Co. Incorporated, Morgan Stanley Investment Management Inc. and Sun Life Assurance Company of Canada (U.S.) is amended as follows:

AMENDMENT ONE EFFECTIVE OCTOBER 1, 2006
Participation Agreement • November 9th, 2006 • Sun Life (N.Y.) Variable Account J

THE PARTICIPATION AGREEMENT, made and entered into as of the 1st day of September, 2005 by and among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), ROYCE CAPITAL FUND and ROYCE & ASSOCIATES, LLC is amended as follows:

SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
Flexible Premium Variable Universal Life Insurance Policy • August 9th, 2006 • Sun Life (N.Y.) Variable Account J

This Policy is a legal contract in which We, Sun Life Insurance and Annuity Company of New York, promise to provide the kind of insurance described below. Upon death of the Insured, We agree to pay the Beneficiary such amounts as then become due and payable. Until that time, We agree to provide You, as Owner, the other rights and benefits of this Policy. These rights and benefits are subject to the provisions on the pages which follow. Signed at Wellesley Hills, Massachusetts, on the Issue Date. [] [Robert C. Salipante], President [] [Ellen B. King], Secretary

FUND PARTICIPATION AGREEMENT AMENDMENT NO. 1 April 17, 2000
Fund Participation Agreement • August 9th, 2006 • Sun Life (N.Y.) Variable Account J

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, is hereby amended as follows:

AMENDMENT ONE Effective October 1, 2006
Fund Participation Agreement • November 9th, 2006 • Sun Life (N.Y.) Variable Account J

The Fund Participation Agreement between Janus Aspen Series, Janus Distributors LLC and Sun Life Assurance Company of Canada (U.S.) is amended as follows:

PROPOSED INSURED CONSENT FORM
Proposed Insured Consent Form • August 9th, 2006 • Sun Life (N.Y.) Variable Account J

r I consent to the purchase of life insurance on my life by the Owner listed above and in accordance with the Master Application for

PROPOSED INSURED CONSENT FORM
Proposed Insured Consent Form • August 9th, 2006 • Sun Life (N.Y.) Variable Account J
AMENDMENT ONE TO FUND PARTICIPATION AGREEMENT Effective October 1, 2006
Fund Participation Agreement • April 27th, 2007 • Sun Life (N.Y.) Variable Account J

You (the åCompanyæ) entered into a Fund Participation Agreement (the åAgreementæ), with FAM Variable Series Funds, Inc. (formerly, Merrill Lynch Variable Series Funds, Inc.), Merrill Lynch Investment Managers, L.P. (åMLIMæ) and FAM Distributors, Inc. (åFAMDæ) regarding purchases of shares in one more of the Portfolios on behalf of segregated accounts to fund certain variable life insurance policies and/or variable annuity contacts funded or to be funded through one or more of the accounts. The parties to the Agreement hereby agree that effective upon the closing of the Transaction, the Agreement is hereby amended to add the following:

Flexible Premium Variable Universal Life Insurance Policy Insured [John Doe] Policy Number [V00#00001] This Policy is a legal contract in which We, Sun Life Life Insurance and Annuity Company of New York, promise to provide the kind of insurance...
Flexible Premium Variable Universal Life Insurance Policy • August 9th, 2006 • Sun Life (N.Y.) Variable Account J

The amount of the Death Benefit or the duration of the Death Benefit may increase or decrease to reflect the investment experience of the Variable Account, as described in Section 8.

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