0000950123-11-041740 Sample Contracts

PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS, A I M DISTRIBUTORS, INC., AND KEMPER INVESTORS LIFE INSURANCE COMPANY, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS
Participation Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account • Delaware

THIS AGREEMENT, made and entered into as of the 30th day of April, 2004 (“Agreement”), by and among AIM VARIABLE INSURANCE FUNDS, a Delaware Trust (“AVIF”), A I M Distributors, Inc., a Delaware corporation (“AIM”), Kemper Investors Life Insurance Company, an Illinois life insurance company (“LIFE COMPANY”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts.

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AMENDMENT NO. 3 PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account

This Amendment to the Participation Agreement (“Agreement”) between AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the “Fund”), Invesco Distributors, Inc. (the “Distributor”), and Zurich American Life Insurance Company (formerly, Kemper Investors Life Insurance Company) (the “Company”) dated April 30, 2004 is effective May 1, 2011. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

Amendment to Participation Agreement Dated as of January 1, 1997
Participation Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account

This Amendment to the Participation Agreement (“Agreement”) between DWS Variable Series II (formerly, Kemper Investors Fund) (the “Fund”), Deutsche Investment Management Americas Inc. (formerly, Zurich Kemper Investments, Inc.) (the “Adviser”), DWS Investments Distributors, Inc. (formerly, DWS Scudder Distributors, Inc., and Kemper Distributors, Inc.) (the “Distributor”), and Zurich American Life Insurance Company (formerly, Kemper Investors Life Insurance Company) (the “Company”) dated January 1, 1997 is effective this 11th day of April, 2011. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account

The Participation Agreement (the “Agreement”), dated as of April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, and Kemper Investors Life Insurance Company, an Illinois life insurance company, on behalf of itself and its separate accounts, is hereby amended as follows:

Shareholder Information Agreement Franklin Templeton Variable Insurance Products Trust
Shareholder Information Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account

This Shareholder Information Agreement (“Agreement”) is entered into as of April 16, 2007, and is among Franklin/Templeton Distributors, Inc. (“Distributors”) on behalf of each Fund, as defined below, and the Intermediary, as defined below. Unless otherwise specified, capitalized terms have the meaning set out under “Definitions,” below.

SUPPLEMENT TO PARTICIPATION AGREEMENT DATED JANUARY 1, 1997 (as amended and supplemented from time to time) AMONG DWS VARIABLE SERIES II (“DWSVS II”) DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. DWS INVESTMENTS DISTRIBUTORS, INC. AND ZURICH AMERICAN...
Participation Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account

The parties hereto agree that the Participation Agreement is amended to add the following additional Designated Portfolio(s) for such Separate Accounts and Contracts as may be necessary or appropriate in connection with pending reorganization(s) related thereto. The class or classes currently permitted for the Acquired Portfolio are hereafter permitted for the Surviving Portfolio. Each Surviving Portfolio is added for use with the same Separate Accounts and Contracts as currently provided for the Acquired Portfolio.

Amendment to Participation Agreement Dated as of June 26, 1998
Participation Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account

This Amendment to the Participation Agreement (“Agreement”) between DWS Variable Series I (formerly, Scudder Variable Life Investment Fund and Scudder Variable Series I) (the “Fund”) and Zurich American Life Insurance Company (formerly, Kemper Investors Life Insurance Company) (the “Company”) dated June 26, 1998 is effective this 11th day of April, 2011. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

Amendment No. 1 to Participation Agreement
Participation Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account

This Amendment to the Participation Agreement (“Agreement”) between The Alger Portfolios (formerly The Alger American Fund) (the “Fund”), Fred Alger & Company, Incorporated (the “Adviser/Distributor”) and Zurich American Life Insurance Company (formerly Kemper Investors Life Insurance Company) (the “Company”) dated May 1, 1999, is effective this 1st day of April, 2011. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

Amendment to Participation Agreement
Participation Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account

This Amendment to that certain Participation Agreement (“Agreement”) dated January 5, 1999, by and among PIMCO Variable Insurance Trust (the “Fund”), Allianz Global Investors Distributors LLC (formerly PIMCO Funds Distributors, LLC) (“AGID”) and Zurich American Life Insurance Company (formerly Kemper Investors Life Insurance Company) (the “Company”), as novated from AGID to PIMCO Investments LLC (the “Underwriter”) as of even date herewith, is effective this day of April, 2011.

RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account

AMENDMENT entered into as of April 16, 2007, by and between Allianz Global Investors Distributors LLC (“AGID”), the principal underwriter for Premier VIT and PIMCO Variable Insurance Trust (each a “Trust” and, collectively, the “Trusts”) and Kemper Investors Life Insurance Company (“Intermediary”).

AMENDMENT TO FUND PARTICIPATION AGREEMENT DATED AS OF OCTOBER 21, 2001 AMONG SCUDDER INVESTMENTS VIT FUNDS (formerly, Deutsche Asset Management VIT Funds) (“Trust”), DEUTSCHE ASSET MANAGEMENT, INC. (“Adviser”) AND KEMPER INVESTORS LIFE INSURANCE...
Fund Participation Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account

In connection with the pending reorganization of the SVS Index 500 Portfolio, a series of Scudder Variable Series II, into the Equity 500 Index Fund, a series of Scudder Investments VIT Funds (“SVIT”) and to document the Scudder Real Estate Securities Portfolio, also a series of SVIT, as a Portfolio, the parties hereto agree that the Fund Participation Agreement is amended as follows:

NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account

THIS NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT made this ____ day of_________________, 2011, and effective as of the Effective Date (as defined below), by and among Allianz Global Investors Distributors LLC (“AGID”), PIMCO Investments LLC (“PI”), PIMCO Variable Insurance Trust (the “Fund”) and Zurich American Life Insurance Company, f/k/a Kemper Investors Life Insurance Company (the “Company”).

Rule 22c-2 Agreement (the “Agreement”)
Rule 22c-2 Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account • Illinois

THIS AGREEMENT is entered into as of April 16, 2007, by and between Janus Aspen Series, an open-end management investment company organized as a Delaware business trust (the “Funds”), Janus Capital Management LLC, a Delaware limited liability corporation (the “Advisor”), Janus Distributors LLC, a Delaware limited liability corporation (the “Distributor”) (as referred to together, Funds, Advisor and Distributor are “Janus”), and Kemper Investors Life Insurance Company, an insurance company domiciled in the State of Illinois, (“Intermediary”), with an effective date of October 16, 2007.

Amendment to Fund Participation Agreement Dated as of October 22, 2001
Fund Participation Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account

This Amendment to the Fund Participation Agreement (“Agreement”) between DWS Investments VIT Funds (formerly, Deutsche Asset Management VIT Funds and Scudder Investments VIT Funds) (the “Fund”), Deutsche Investment Management Americas Inc. (formerly, Deutsche Asset Management, Inc.) (the “Adviser”) and Zurich American Life Insurance Company (formerly, Kemper Investors Life Insurance Company) (the “Company”) dated October 22, 2001 is effective this 11th day of April, 2011. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account • Delaware

KEMPER INVESTORS LIFE INSURANCE COMPANY (“INSURER”) and A I M ADVISORS, INC. (“AIM”) (collectively, the “Parties”) mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”) dated as of July 1, 2005.

Amendment No. 8 to Fund Participation Agreement (Institutional Shares)
Fund Participation Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account

This Amendment to the Fund Participation Agreement (“Agreement”) between Janus Aspen Series (the “Trust”), Janus Capital Management LLC (formerly Janus Capital Corporation) (the “Adviser”) and Zurich American Life Insurance Company (formerly Kemper Investors Life Insurance Company) (the “Company”) dated July 24, 1995 is effective this 1st day of May, 2011. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

Amendment No. 2 to Fund Participation Agreement
Fund Participation Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account

This Amendment No. 2 to the Fund Participation Agreement dated April 27, 1999 and to the Amendment to Fund Participation Agreement dated November 1, 1999 (both, the “Agreement”), between The Dreyfus Socially Responsible Growth Fund, Inc., Dreyfus Investment Portfolios, Dreyfus Variable Investment Fund, and Dreyfus Life and Annuity Index Fund, Inc. (d/b/a Dreyfus Stock Index Fund) (the “Funds”) and Zurich American Life Insurance Company (formerly Kemper Investors Life Insurance Company) (the “Company”) is effective this 8th day of April, 2011. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

AMENDMENT NO. 2 PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2011 • Zalico Variable Annuity Separate Account

The Participation Agreement (the “Agreement”), dated as of April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); A I M Distributors, Inc., a Delaware corporation, and Kemper Investors Life Insurance Company, an Illinois life insurance company (“LIFE COMPANY”), is hereby amended as follows:

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