0001054782-02-000074 Sample Contracts

PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK AND MASSACHUSETTS FINANCIAL SERVICES COMPANY
Participation Agreement • December 31st, 2002 • Variable Account a of Keyport Benefit Life Insurance Co • Massachusetts

THIS AGREEMENT, made and entered into this day of _______, ____ , by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the "Trust"), SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK, a New York corporation (the "Company") on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the "Accounts"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation ("MFS").

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Amendment No. __ Participation Agreement
Participation Agreement • December 31st, 2002 • Variable Account a of Keyport Benefit Life Insurance Co

The Participation Agreement, made and entered into as of the ___ day of _____, 200__, (the "Agreement"), by and among ______________ , a _________ corporation, _______________ , a ________ corporation, Sun Life Insurance and Annuity Company of New York, a New York life insurance company ("Insurer"), and Clarendon Insurance Agency, Inc. a Massachusetts corporation, is hereby amended as follows:

Sun Life of NY letterhead] VIA FIRST CLASS MAIL Dear _______: Attached, for your signature, is a novation to your current Participation Agreement dated __________ __, ____, by and between Keyport Benefit Life Insurance Company ("Keyport Benefit"), on...
Variable Account a of Keyport Benefit Life Insurance Co • December 31st, 2002

This Novation will not alter the terms of the current Participation Agreement; rather, it merely provides for Sun Life Insurance and Annuity Company of New York ("Sun Life (NY)") to replace Keyport Benefit as a party to the Participation Agreement. Sun Life (NY) will be the surviving company following its merger with Keyport Benefit (the "Merger"). As a practical matter, this Novation will not cause any interruption in business or in the purchase or redemption of fund shares by the Separate Account under the current Participation Agreement. The purpose of this Novation is to document Sun Life (NY), on its own behalf and on behalf of the Separate Account, becoming a party to the Participation Agreement in place of Keyport Benefit, and the Separate Account continuing to purchase and redeem fund shares on the same terms as are in effect prior to the Merger.

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