0000779923-05-000041 Sample Contracts

AMENDED AND RESTATED PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION and SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
Participation Agreement • May 2nd, 2005 • Sun Life N Y Variable Account C • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the 1st day of September, 2004 by and among Sun Life Insurance and Annuity Company of New York, (hereinafter the "Company"), a New York 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 FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II and VARIABLE INSURANCE PRODUCTS FUND III, each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the "Fund").

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AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • May 2nd, 2005 • Sun Life N Y Variable Account C

Pursuant to the Amended and Restated Administrative Service Agreement (the "Agreement"), made and entered into as of November 21, 2000, by and among the United State Branch of Sun Life Assurance Company of Canada, Sun Life Assurance Company of Canada (U.S.), and Sun Life Insurance and Annuity Company of New York, the parties hereby agree:

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