0001104659-08-027705 Sample Contracts

AMENDED AND RESTATED PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION and COLUMBUS LIFE INSURANCE COMPANY
Participation Agreement • April 29th, 2008 • Columbus Life Separate Account 1 • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of May 1, 2008 by and among COLUMBUS LIFE INSURANCE COMPANY, (hereinafter the “Company”), an Ohio 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 and 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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Shareholder Services Agreement between Columbus Life Insurance Company and Touchstone Advisors, Inc.
Shareholder Services Agreement • April 29th, 2008 • Columbus Life Separate Account 1 • Ohio

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

May 1, 2008 Columbus Life Insurance Company
Columbus Life Separate Account 1 • April 29th, 2008
MORGAN STANLEY DISTRIBUTION, INC. ADMINISTRATIVE SERVICE AGREEMENT
Administrative Service Agreement • April 29th, 2008 • Columbus Life Separate Account 1 • 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 COLUMBUS LIFE INSURANCE COMPANY (the “Company”).

SUB-LICENSE AGREEMENT
Sub-License Agreement • April 29th, 2008 • Columbus Life Separate Account 1 • Massachusetts

Agreement effective as of this 1st day of May, 2008, by and between Fidelity Distributors Corporation (hereinafter called “Fidelity”), a corporation organized and existing under the laws of the Commonwealth of Massachusetts, with a principal place of business at 82 Devonshire Street, Boston, Massachusetts, and Columbus Life Insurance Company (hereinafter called “Company”), a company organized and existing under the laws of the State of Ohio, with a principal place of business at 400 East 4th Street, Cincinnati, OH 45202.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2008 • Columbus Life Separate Account 1

This AMENDMENT TO PARTICIPATION AGREEMENT (the “Amendment”) is made and entered into as of the 1st day of May, 2008, by and among COLUMBUS LIFE INSURANCE COMPANY, an Ohio corporation, on its own behalf and on behalf of each separate account of the Company set forth on Schedule A hereto, as may be amended from time to time (each such account referred to as an “Account”), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the “Fund”), a Maryland corporation, MORGAN STANLEY DISTRIBUTION, INC. (the “Underwriter”), a Delaware corporation, and MORGAN STANLEY INVESTMENT MANAGEMENT INC. (the “Adviser”), a Delaware corporation.

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