Keyport Life Insurance Co Sample Contracts

EXHIBIT 1
Principal Underwriter's Agreement • March 18th, 1996 • Keyport Life Insurance Co
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GROUP DEFERRED ANNUITY CONTRACT FLEXIBLE PREMIUM PAYMENT NON-PARTICIPATING
Group Contract • February 7th, 1997 • Keyport Life Insurance Co
FIDELITY AND GUARANTY LIFE INSURANCE COMPANY
Coinsurance Agreement • March 31st, 1997 • Keyport Life Insurance Co • Maryland
UNDERWRITER'S AGREEMENT
Underwriter's Agreement • February 7th, 1997 • Keyport Life Insurance Co
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 4th, 2001 • Keyport Life Insurance Co • Massachusetts

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 2, 2001, is among SUN LIFE ASSURANCE COMPANY OF CANADA, a Canadian insurance corporation (the "Purchaser"), and LIBERTY FINANCIAL COMPANIES, INC., a Massachusetts corporation ("LFC"), and LIBERTY FINANCIAL SERVICES, INC., a Massachusetts corporation ("LFS" and, together with LFC, the "Companies").

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