0001104659-05-019314 Sample Contracts

AMENDED AND RESTATED PARTICIPATION AGREEMENT Among
Participation Agreement • April 29th, 2005 • Mutual of America Separate Account No 3 • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the day of , 2005 by and among Mutual of America Life Insurance Company, (hereinafter the “Company”), a New York 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 FIDELITY DISTRIBUTORS CORPORATION (hereinafter the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II and VARIABLE INSURANCE PRODUCTS FUND III, each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the “Fund”).

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PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2005 • Mutual of America Separate Account No 3 • New York

THIS AGREEMENT, made and entered into as of the 29th day of April, 2005, by and among VANGUARD VARIABLE INSURANCE FUND (hereinafter the “Fund”), a Delaware business trust, THE VANGUARD GROUP, INC. (hereinafter the “Sponsor”), a Pennsylvania corporation, VANGUARD MARKETING CORPORATION (hereinafter the “Distributor”), a Pennsylvania corporation, and MUTUAL OF AMERICA LIFE INSURANCE COMPANY (hereinafter the “Company”), a New York corporation, on its own behalf and on behalf of each segregated asset account of the Company named in Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”).

PARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. and Mutual of America LIFE INSURANCE COMPANY
Participation Agreement • April 29th, 2005 • Mutual of America Separate Account No 3 • New York

THIS AGREEMENT (the “Agreement”), made and entered into as of the 29th day of April, 2005 by and among Mutual of America Life Insurance Company (hereinafter the “Company”), on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to this Agreement, as may be amended from time to time by mutual consent (hereinafter collectively the “Accounts”), Oppenheimer Variable Account Funds (hereinafter the “Fund”) and OppenheimerFunds, Inc. (hereinafter the “Adviser”).

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