0000909334-07-000139 Sample Contracts

SEPARATE ACCOUNT C Amended and Restated Principal Underwriter’s Agreement
Underwriter’s Agreement • April 30th, 2007 • American Fidelity Separate Account C • Oklahoma

This Amended and Restated Principal Underwriter’s Agreement (the “Agreement”) is made effective on July 10, 2006, by and between American Fidelity Securities, Inc. (the “Principal Underwriter”) and American Fidelity Assurance Company (the “Insurance Company”) on behalf of American Fidelity Separate Account C (the “Separate Account”).

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SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • April 30th, 2007 • American Fidelity Separate Account C

THIS AGREEMENT (the "Agreement") is made and entered into as of October 16, 2006, or such other compliance date mandated by Rule 22c-2 under the Investment Company Act of 1940 ("Rule 22c-2"), whichever is later, by and between AMERICAN CENTURY INVESTMENT SERVICES, INC. ("ACIS"), and the party signing below ("Intermediary").

AMENDMENT TO SELECTED DEALER AGREEMENT, CLEARING BROKER-DEALER AGREEMENT, SERVICES AGREEMENT OR PARTICIPATION AGREEMENT
Selected Dealer Agreement • April 30th, 2007 • American Fidelity Separate Account C

The undersigned distributor (the “Distributor” or “us” or “we”), which is a member firm of the National Association of Securities Dealers, Inc. (“NASD”), has previously entered into an agreement with you for the sale of shares or administration of accounts holding shares of certain mutual funds (“Funds”) for which it acts as the distributor (“Existing Agreement”). The Funds are open-end investment companies registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”). Distributor desires now to amend the Existing Agreement in order to make the following changes and you agree accordingly:

BlackRock Model Variable Annuity Rule 22c-2 Agreement
Shareholder Information Agreement • April 30th, 2007 • American Fidelity Separate Account C

SHAREHOLDER INFORMATION AGREEMENT entered into by and between BlackRock Distributors, Inc. and its successors, assigns and designees ("BDI") and the Intermediary with an effective date of April 16, 2007.

SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 30th, 2007 • American Fidelity Separate Account C

American Fidelity Assurance Company (“you” or the “Insurer”) and American Fidelity Securities, Inc. (“AFS”) have entered into a Administrative Services Agreement, dated as of May 1, 1999 with Merrill Lynch Asset Management, L.P. (“MLAM”), as amended February 28, 2005 (the “Agreement”), regarding the provision of certain administrative services for the Merrill Lynch Variable Series Funds, Inc. (the “Fund”).

THIRD AMENDMENT TO AMENDED AND RESTATED FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 30th, 2007 • American Fidelity Separate Account C

American Fidelity Assurance Company (“you” or the “Company”) has entered into an Amended and Restated Fund Participation Agreement dated as of May 1, 1999, as amended June 17, 2002 and November 3, 2003 (the “Agreement”), with Merrill Lynch Variable Series Funds, Inc. (the “Fund”), pursuant to which the Fund acts as an investment vehicle for separate accounts established by the Company.

Contract
2006 Supplemental Agreement • April 30th, 2007 • American Fidelity Separate Account C • New York

This 2006 Supplemental Agreement is entered into as of October 1, 2006 by and between Dreyfus Service Corporation (“Dreyfus”) on its behalf, and/or on behalf of one or more of the Funds for which it serves as primary underwriter, and the undersigned (the “Intermediary”),

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