0000950123-09-048047 Sample Contracts

AMENDMENT OF PARTICIPATION AGREEMENT
Participation Agreement • October 2nd, 2009 • Premier Vit

This Amendment dated as of March 24, 2009 is by and among MONY LIFE INSURANCE COMPANY, a New York corporation, and MONY LIFE INSURANCE COMPANY OF AMERICA, an Arizona corporation (each a “Company”), each Company on its own behalf and on behalf of each separate account of such Company named in Schedule 1 to Participation Agreement (as defined below), PREMIER VIT, an open-end diversified management investment company organized under the laws of the State of Massachusetts (the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company (“AGI Distributors”).

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FORM OF AMENDMENT OF PARTICIPATION AGREEMENT
Participation Agreement • October 2nd, 2009 • Premier Vit

This Amendment dated as of March 24, 2009 is by and among MIDLAND NATIONAL LIFE INSURANCE COMPANY, (the “Company”), an Iowa corporation, on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to Participation Agreement (as defined below), PREMIER VIT, an open-end diversified management investment company organized under the laws of the State of Massachusetts (the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company (“AGI Distributors”).

FORM OF AMENDMENT OF PARTICIPATION AGREEMENT
Participation Agreement • October 2nd, 2009 • Premier Vit

This Amendment dated as of July 24, 2009 is by and among MERRILL LYNCH LIFE INSURANCE COMPANY, (the “Company”), an Arkansas corporation, on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to Participation Agreement (as defined below), PREMIER VIT, an open-end diversified management investment company organized under the laws of the State of Massachusetts (the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company (“AGI Distributors”).

FORM OF AMENDMENT OF PARTICIPATION AGREEMENT
Participation Agreement • October 2nd, 2009 • Premier Vit

This Amendment dated as of May 1, 2009 is by and among TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, (the “Company”) a New York corporation, on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to Participation Agreement (as defined below), (the “Separate Accounts”), PREMIER VIT, an open-end diversified management investment company organized under the laws of the State of Massachusetts (the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company (“AGI Distributors”).

FORM OF SECOND AMENDMENT OF PARTICIPATION AGREEMENT
Participation Agreement • October 2nd, 2009 • Premier Vit

This Second Amendment dated as of , 2009 is by and among ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK (the “Company”), a New York corporation, on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to Participation Agreement (as defined below), PREMIER VIT, an open-end diversified management investment company organized under the laws of the State of Massachusetts (the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company (the “Underwriter”).

FORM OF AMENDMENT OF PARTICIPATION AGREEMENT
Participation Agreement • October 2nd, 2009 • Premier Vit

This Amendment dated as of March 24, 2009 is by and among THE LINCOLN NATIONAL LIFE INSURANCE COMPANY (the “Company”), an Indiana corporation, on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to Participation Agreement (as defined below), PREMIER VIT, an open-end diversified management investment company organized under the laws of the State of Massachusetts (the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company (“AGI Distributors”).

FORM OF AMENDMENT OF PARTICIPATION AGREEMENT
Participation Agreement • October 2nd, 2009 • Premier Vit

This Amendment dated as of February 6, 2009 is by and among ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK (the “Company”), a New York corporation, on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to Participation Agreement (as defined below), PREMIER VIT, an open-end diversified management investment company organized under the laws of the State of Massachusetts (the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company (“AGI Distributors”).

FORM OF AMENDMENT OF PARTICIPATION AGREEMENT
Participation Agreement • October 2nd, 2009 • Premier Vit

This Amendment dated as of January 21, 2009 is by and among CONNECTICUT GENERAL LIFE INSURANCE COMPANY (the “Company”), a Connecticut corporation, on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to Participation Agreement (as defined below), PREMIER VIT, an open-end diversified management investment company organized under the laws of the State of Massachusetts (the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company (“AGI Distributors”).

FORM OF AMENDMENT OF PARTICIPATION AGREEMENT
Participation Agreement • October 2nd, 2009 • Premier Vit

This Amendment dated as of February 6, 2009 is by and among ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA (the “Company”), a Minnesota corporation, on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to Participation Agreement (as defined below), PREMIER VIT, an open-end diversified management investment company organized under the laws of the State of Massachusetts (the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company (“AGI Distributors”).

FORM OF AMENDMENT OF PARTICIPATION AGREEMENT
Participation Agreement • October 2nd, 2009 • Premier Vit

This Amendment dated as of March 24, 2009 is by and among LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK, (the “Company”), a New York corporation, on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to Participation Agreement (as defined below), PREMIER VIT, an open-end diversified management investment company organized under the laws of the State of Massachusetts (the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company (“AGI Distributors”).

FORM OF INTERPRETATION AGREEMENT
Interpretation Agreement • October 2nd, 2009 • Premier Vit

This Interpretation Agreement (the “Agreement”) is made as of the ___ day of , 2009, by and between Premier VIT (the “Fund”) on behalf of each of its series (each, a “Portfolio”) and Allianz Global Investors Fund Management LLC (the “Manager”), and is acknowledged and agreed to by the sole initial shareholder of Class II shares of certain Portfolios. This Agreement should be read in conjunction with the Investment Advisory Agreement dated January 16, 2009 by and between the Fund and the Manager (the “Advisory Agreement”) relating to the management of each Portfolio. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Advisory Agreement.

FORM OF AMENDMENT OF PARTICIPATION AGREEMENT
Participation Agreement • October 2nd, 2009 • Premier Vit

This Amendment dated as of May 1, 2009 is by and among TRANSAMERICA LIFE INSURANCE COMPANY, (the “Company”) an Iowa corporation, on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to Participation Agreement (as defined below), (the “Separate Accounts”), PREMIER VIT, an open-end diversified management investment company organized under the laws of the State of Massachusetts (the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company (“AGI Distributors”).

AMENDED AND RESTATED DISTRIBUTION AGREEMENT Premier VIT (the “Trust”) 1345 Avenue of the Americas New York, NY 10105-4800 June 7, 2005 as amended and restated as of September 10, 2009
Distribution Agreement • October 2nd, 2009 • Premier Vit

This will confirm the agreement between the undersigned (the “Trust”) and you (the “Distributor”), amending and restating the Distribution Agreement dated June 7, 2005 between the Distributor and the Trust, as follows:

FORM OF AMENDMENT OF PARTICIPATION AGREEMENT
Participation Agreement • October 2nd, 2009 • Premier Vit

This Amendment dated as of July 24, 2009 is by and among ML LIFE INSURANCE COMPANY OF NEW YORK, (the “Company”), a New York corporation, on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to Participation Agreement (as defined below), PREMIER VIT, an open-end diversified management investment company organized under the laws of the State of Massachusetts (the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company (“AGI Distributors”).

FORM OF AMENDMENT 3 TO PARTICIPATION AGREEMENT Effective December 17, 2007
Participation Agreement • October 2nd, 2009 • Premier Vit

THE PARTICIPATION AGREEMENT made the 17th day of February, 1998 and amended December 1, 1998 and March 15, 1999, and subject to a Novation Agreement dated September 1, 2005 by and among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) (the “Company”), a Delaware corporation, on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to Participation Agreement (as defined below), PREMIER VIT (formerly “OCC Accumulation Trust”), an open-end diversified management investment company organized under the laws of the State of Massachusetts (the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC (successor in interest to OCC Distributors), a Delaware limited liability company (“AGI Distributors”). is hereby amended as follows.

FORM OF AMENDMENT OF PARTICIPATION AGREEMENT
Participation Agreement • October 2nd, 2009 • Premier Vit

This Amendment dated as of August 28, 2007 is by and among INDIANAPOLIS LIFE INSURANCE COMPANY (the “Company”), an Indiana corporation, on its own behalf and on behalf of each separate account of the Company named in Schedule I to Participation Agreement (as defined below), PREMIER VIT, an open-end diversified management investment company organized under the laws of the State of Massachusetts (the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company (“AGI Distributors”).

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