0001061128-12-000040 Sample Contracts

INVESTMENT CONSULTANT AGREEMENT
Investment Consultant Agreement • April 30th, 2012 • American Fidelity Separate Account B • Oklahoma

This Agreement is made as of March 1, 2011 between American Fidelity Assurance Company, a corporation organized under the laws of the State of Oklahoma, having its principal place of business at Oklahoma City, Oklahoma, herein referred to as the "Company" and Asset Services Company, L. L. C., a corporation organized under the laws of the State of Oklahoma, having its principal place of business at Oklahoma City, Oklahoma, herein referred to as "Consultant." This agreement relates to American Fidelity Dual Strategy Fund, Inc. (successor to American Fidelity Variable Annuity Fund A), as well as American Fidelity Separate Account B and Separate Account C, herein referred to as the "Fund." This Agreement replaces the previous Agreements between the Company and the Consultant dated January 1, 1999, March 1, 2001, January 1, 2005 and January 20, 2008.

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SECOND AMENDMENT TO AMENDED AND RESTATED PRINCIPAL UNDERWRITER’S AGREEMENT (SEPARATE ACCOUNT B)
S Agreement • April 30th, 2012 • American Fidelity Separate Account B

THIS SECOND AMENDMENT TO AMENDED AND RESTATED PRINCIPAL UNDERWITER’S AGREEMENT (this “Amendment”) is entered into by and between AMERICAN FIDELITY SECURITIES, INC. (“AFS”), and AMERICAN FIDELITY ASSURANCE COMPANY, on behalf of American Fidelity Separate Account A (“AFA”), to amend that certain Amended and Restated Principal Underwriter’s Agreement dated June 10, 2006, as amended June 10, 2009, between AFS and AFA (the “Agreement”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement. In the event of any inconsistency between the Agreement and this Amendment, the language of this Amendment shall control.

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