0001104659-08-026042 Sample Contracts

AMENDED AND RESTATED PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION and NATIONAL INTEGRITY LIFE INSURANCE COMPANY
Participation Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the 10th day of August, 2007 by and among NATIONAL INTEGRITY 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, VARIABLE INSURANCE PRODUCTS FUND III, VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS FUND V 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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RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT BETWEEN NATIONAL INTEGRITY LIFE INSURANCE COMPANY AND TOUCHSTONE VARIABLE SERIES TRUST
Participation Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co

This AMENDMENT entered into as of February 14, 2007, by and between Touchstone Variable Series trust (“Trust”) and National Integrity Life Insurance Company (“Intermediary”).

MORGAN STANLEY DISTRIBUTION, INC. ADMINISTRATIVE SERVICE AGREEMENT
Administrative Service Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co • New York

This ADMINISTRATIVE SERVICE AGREEMENT (“Agreement”) is made and entered into as of this 1st day of May, 2008, by and between MORGAN STANLEY DISTRIBUTION, INC. (successor to Morgan Stanley & Co. Incorporated) (the “Distributor”) and NATIONAL INTEGRITY LIFE INSURANCE COMPANY (the “Company”).

SERVICE AGREEMENT
Service Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co • Massachusetts

This Agreement is entered into effective as of the 1st day of May, 2007, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. (“FIIOC”) and National Integrity Life Insurance Company (“Company”). This Agreement entirely terminates and replaces the Service Agreement entered into between the parties dated January 1, 1997, as amended.

Dear Financial Services Firm (“you” or “Intermediary”), As principal underwriter of the DWS Funds, we (or a predecessor firm) or our affiliate have entered into a selling group or other agreement or agreements (the “Agreement”) with you to permit you,...
Amendment to Selling Group Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co

This amendment to the Agreement is entered into as of the date indicated in the signature block below, with an effective date of October 16, 2007, or such earlier date as of which you begin providing the Shareholder information described below, and includes the following provisions:

RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co

This AMENDMENT entered into as of March 26, 2007, by and between Fidelity Distributors Corporation (“Fidelity”), the principal underwriter for Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III and Variable Insurance Products Fund IV (each a “Trust” and, collectively, the “Trusts”) and National Integrity Life Insurance Company (“Intermediary”).

Shareholder Services Agreement between National Integrity Life Insurance Company and Touchstone Advisors, Inc.
Shareholder Services Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co • New York

This Shareholder Services Agreement is effective as of January 1, 2008 between National Integrity Life Insurance Company (“Service Provider”) and Touchstone Advisors, Inc. (“Service Recipient”).

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co

The insurance company executing this Amendment, National Integrity Life Insurance Company (“Insurance Company”), and J.P. Morgan Series Trust II (the “Trust”), on behalf of itself and each of its series (each a “Fund”, collectively, the “Funds”), hereby agree to amend the Fund Participation Agreement dated October 17, 1997, to which they are parties (the “Agreement”), as of April 17, 2007, by adding the following provisions effective as of October 16, 2007, as mandated by Rule 22c-2 of the Investment Company Act of 1940 (the “Investment Company Act”). This Amendment supplements the Agreement; to the extent terms of this Amendment conflict with the terms of the Agreement, the terms of this Amendment shall control.

May 1, 2008 National Integrity Life Insurance Company
Participation Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co
Amendment No. 3 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. National Integrity Life Insurance Company Touchstone Securities, Inc.
Participation Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), National Integrity Life Insurance Company (the “Company” or “you”), and Touchstone Securities, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated January 6, 2003, and subsequently amended May 3, 2004 and January 1, 2006 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

Amendment No. 4 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. National Integrity Life Insurance Company Touchstone Securities, Inc.
Participation Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), National Integrity Life Insurance Company (the “Company” or “you”), and Touchstone Securities, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated January 6, 2003, and subsequently amended May 3, 2004, January 1, 2006 and May 1, 2007 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED PARTICIPATION AGREEMENT AMONG VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION, and NATIONAL INTEGRITY LIFE INSURANCE COMPANY
Participation Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co

WHEREAS, National Integrity Life Insurance Company (“Company”), Fidelity Distributors Corporation (“Underwriter”) and each of Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance Products Fund IV, and Variable Insurance Products Fund V (the “Fund”) have entered into an Amended and Restated Participation Agreement on the same date of this Amendment No. 1 (the “Agreement”); and

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