0001074760-02-000017 Sample Contracts

EXHIBIT (8)(h) PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND II FIDELITY DISTRIBUTORS CORPORATION and SUN LIFE ASSURANCE COMPANY OF CANADA (US.)
Participation Agreement • April 19th, 2002 • Sun Life of Canada U S Variable Account I • Massachusetts

THIS AGREEMENT, made and entered into as of the 1st day of December, 1996 by and among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), (hereinafter the "Company"), a Delaware corporation, on its own behalf and on behalf of each segregated asset 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"), and the VARIABLE INSURANCE PRODUCTS FUND II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"). a Massachusetts corporation.

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FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 19th, 2002 • Sun Life of Canada U S Variable Account I • Delaware

THIS AGREEMENT, made and entered into this day ___________ of 2000 (the "Agreement") by and among __________________________________, organized under the laws of the State of ___________________ (the "Company"), on behalf of itself and each separate account of the Company named in Schedule A to this Agreement, as may be amended from time to time (each account referred to as the "Account" and collectively as the "Accounts"); INVESCO Variable Investment Funds, Inc., an open-end management investment company organized under the laws of the State of Maryland (the "Fund"); INVESCO Funds Group, Inc., a corporation organized under the laws of the State of Delaware and investment adviser to the Fund (the "Adviser"); and INVESCO Distributors, Inc., a corporation organized under the laws of the State of Delaware and principal underwriter/distributor of the Fund.

EXHIBIT (8)(g) PARTICIPATION AGREEMENT AMONG SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) CLARENDON INSURANCE AGENCY, INC. ALLIANCE CAPITAL MANAGEMENT L.P. AND ALLIANCE FUND DISTRIBUTORS, INC. DATED AS OF May 1, 2001 PARTICIPATION AGREEMENT
Participation Agreement • April 19th, 2002 • Sun Life of Canada U S Variable Account I • New York

THIS AGREEMENT, made and entered into as of the 1st day of May, 2001 ("Agreement"), by and among Sun Life Assurance Company of Canada (U.S.), a Delaware life insurance company ("Insurer") (on behalf of itself and certain of its "Separate Accounts," defined below); Clarendon Insurance Agency, Inc., a Massachusetts corporation ("Contracts Distributor"), the principal underwriter with respect to the Contracts referred to below; Alliance Capital Management L.P., a Delaware limited partnership ("Adviser"), the investment adviser of the Fund referred to below; and Alliance Fund Distributors, Inc., a Delaware corporation ("Distributor"), the Fund's principal underwriter (collectively, the "Parties"),

EXHIBIT (8)(a)(iii) AMENDMENT NO. 6 PARTICIPATION AGREEMENT
Participation Agreement • April 19th, 2002 • Sun Life of Canada U S Variable Account I

The Participation Agreement, made and entered into as of the 17th day of February, 1998, and amended on December 11, 1998, March 15, 1999, April 17, 2000, May 1, 2000, and May 1, 2001 (the "Agreement"), by and among AIM Variable Insurance Funds, a Delaware business trust, A I M Distributors, Inc., a Delaware corporation, Sun Life Assurance Company of Canada (U.S.), a Delaware life insurance company, and Clarendon Insurance Agency, Inc., a Massachusetts corporation, is hereby amended as follows:

EXHIBIT (8)(f)(i) AMENDMENT NO. 1 PARTICIPATION AGREEMENT April 17, 2000
Participation Agreement • April 19th, 2002 • Sun Life of Canada U S Variable Account I

The parties to the amended and restated Participation Agreement (the "Agreement"), made and entered into as of the 18th day of August, 1999, by and among Sun Life Assurance Company of Canada (U.S.), a Delaware life insurance company (hereinafter the "Company"), Sun Capital Advisers Trust, a Delaware business trust (hereinafter the "Fund"), and Sun Capital Advisers, Inc., a Delaware corporation (hereinafter the "Adviser"), do hereby agree to amend the Agreement as follows:

EXHIBIT (8)(f)(ii) AMENDMENT NUMBER 2 PARTICIPATION AGREEMENT May 1, 2001
Participation Agreement • April 19th, 2002 • Sun Life of Canada U S Variable Account I

The parties to the amended and restated Participation Agreement made and entered into as of the 18th day of August, 1999, and amended on April 17, 2000 (the "Agreement"), by and among Sun Life Assurance Company of Canada (U.S.), a Delaware life insurance company, Sun Life Insurance and Annuity Company of New York, a New York life insurance company, (each of which is referred to hereinafter as the "Company"), Sun Capital Advisers Trust, a Delaware business trust (hereinafter the "Fund"), and Sun Capital Advisers, Inc., a Delaware corporation (hereinafter the "Adviser"), do hereby agree to amend the Agreement as follows:

EXHIBIT (8)(h)(i) FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 19th, 2002 • Sun Life of Canada U S Variable Account I

Sun Life Assurance Company of Canada (U.S.), Variable Insurance Products Fund and Fidelity Distributors Corporation hereby amend the Participation Agreement ("Agreement") dated December 1, 1996 by doing all of the following:

EXHIBIT (8)(d)(i) AMENDMENT NO 4. TO PARTICIPATION AGREEMENT
Participation Agreement • April 19th, 2002 • Sun Life of Canada U S Variable Account I

Pursuant to the Participation Agreement, made and entered into as of the 17th day of February 1998, by and among MFS/Sun Life Series Trust, Sun Life Assurance Company of Canada (U.S.) and Massachusetts Financial Services Company, the parties do hereby agree:

EXHIBIT (8)(c)(i) AMENDMENT TO PARTICIPATION AGREEMENT
Sun Life of Canada U S Variable Account I • April 19th, 2002
EXHIBIT (8)(h)(ii) SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 19th, 2002 • Sun Life of Canada U S Variable Account I

Sun Life Assurance Company of Canada (U.S.), Variable Insurance Products Fund, and Fidelity Distributors Corporation hereby amend the Participation Agreement ("Agreement") dated December 1, 1996, as amended, by doing the following:

FUND PARTICIPATION AGREEMENT AMENDMENT NO. 1
Fund Participation Agreement • April 19th, 2002 • Sun Life of Canada U S Variable Account I

THIS AGREEMENT, made and entered into this 15th day of April, 2001 (the "Agreement") by and among Sun Life Assurance Company of Canada (U.S.), organized under the laws of the State of Delaware (the "Company"), on behalf of itself and each separate account of the Company named in Schedule A to this Agreement, as may be amended from time to time (each account referred to as the "Account" and collectively as the "Accounts"); INVESCO Variable Investment Funds, Inc., an open-end management investment company organized under the laws of the State of Maryland (the "Fund"); INVESCO Funds Group, Inc., a corporation organized under the laws of the State of Delaware and investment adviser to the Fund (the "Adviser"); and INVESCO Distributors, Inc., a corporation organized under the laws of the State of Delaware and principal underwriter/distributor of the Fund.

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