0001007573-04-000078 Sample Contracts

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PARTICIPATION AGREEMENT AMENDMENT NO. 5
Participation Agreement • April 1st, 2004 • Keyport Variable Account a/Ma

This Agreement, made and entered into as of the 30th day of April, 2001 and amended on September 1, 2001, April 1, 2002, August 5, 2002 and December 31, 2002 (the "Agreement") by and among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a life insurance company organized as a corporation under the laws of the State of Delaware, SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK, an insurance company organized under the laws of the State of New York, (each of which is hereinafter referred to as the "Company") on its own behalf and on behalf of each separate 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"), RYDEX VARIABLE TRUST (hereinafter the "Trust"), a Delaware business trust, and RYDEX DISTRIBUTORS, INC. (hereinafter the "Underwriter"), a Maryland corporation, is hereby amended as follows:

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 1st, 2004 • Keyport Variable Account a/Ma

Sun Life Assurance Company of Canada (U.S.), Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III and Fidelity Distributors Corporation hereby amend the Participation Agreement ("Agreement") dated February 15, 2002, as amended, by doing the following:

PARTICIPATION AGREEMENT AMENDMENT NO. 2 December 31, 2003
Participation Agreement • April 1st, 2004 • Keyport Variable Account a/Ma

This Agreement, made and entered into as of the 1st day of April, 2002 and amended on September 30, 2002 and December 31, 2003, (the "Agreement") by and among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a life insurance company organized as a corporation under the laws of the State of Delaware, on its own behalf and on behalf of the separate account of the Company set forth on Schedule D hereto as may be amended from time to time (such account hereinafter referred to as the "Account"), WANGER ADVISORS TRUST (hereinafter the "Trust"), a Massachusetts business trust, and LIBERTY FUNDS DISTRIBUTOR, INC. (hereinafter the "Underwriter"), a Massachusetts corporation, is hereby amended as follows:

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