0001193125-08-097183 Sample Contracts

AMENDED AND RESTATED PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION and EQUITRUST LIFE INSURANCE COMPANY
Participation Agreement • April 30th, 2008 • Equitrust Life Annuity Account Ii • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT (“Agreement”), made and entered into as of the 1st day of May, 2008 by and among EQUITRUST LIFE INSURANCE COMPANY, (hereinafter the “Company”), an Iowa 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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SERVICE AGREEMENT
Service Agreement • April 30th, 2008 • Equitrust Life Annuity Account Ii • Massachusetts

This Agreement is entered into effective as of the 1st day of October, 2007, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. (“FIIOC”) and EQUITRUST LIFE INSURANCE COMPANY (“Company”).

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
Participation Agreement • April 30th, 2008 • Equitrust Life Annuity Account Ii

THIS AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (“Amendment”) effective as of April 1, 2004, by and between EQUITRUST LIFE INSURANCE COMPANY (the “Company”) and AMERICAN CENTURY INVESTMENT SERVICES, INC. (“Distributor”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

December 18, 2001 Ms. JoAnn Rumelhart EquiTrust Life Insurance Company West Des Moines, IA 50266 Dear Ms. Rumelhart:
Administrative Services Agreement • April 30th, 2008 • Equitrust Life Annuity Account Ii

This letter sets forth the agreement between EquiTrust Life Insurance Company (the “Company”) and EquiTrust Investment Management Services, Inc. (“EquiTrust”) concerning certain administrative services.

AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 30th, 2008 • Equitrust Life Annuity Account Ii

THIS AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT (“Amendment”) effective as of April 28, 2006, by and between EQUITRUST LIFE INSURANCE COMPANY (the “Company”) and AMERICAN CENTURY INVESTMENT SERVICES, INC. (“Distributor”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

Rule 12b-1 Related Agreement
Rule 12b-1 Related Agreement • April 30th, 2008 • Equitrust Life Annuity Account Ii

This letter will confirm our understanding and agreement with respect to payments to be made to you, as distributor and underwriter of certain variable annuity and variable life insurance contracts (“Contracts”) issued by your affiliate EquiTrust Life Insurance Company (“Insurer”), pursuant to a Distribution Plan (the “Plan”) adopted by Summit Mutual Funds, Inc. (the “Corporation”), on behalf of each class of shares of the Corporation (“Fund”) set forth on Schedule A, pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”). The Funds are offered pursuant to a participation agreement, dated September 19, 2001 and amended effective as of May 1, 2008, under which the Fund has agreed to make shares of certain Funds available for purchase by one or more of the Insurer’s separate accounts or divisions thereof, in connection with the allocation by Contract owners of purchase payments to corresponding investment options offered under the Contracts. The Plan and

UNDERWRITING AGREEMENT
Underwriting Agreement • April 30th, 2008 • Equitrust Life Annuity Account Ii • Iowa

UNDERWRITING AGREEMENT made this 26th day of April, 2001, as amended and restated this 17th day of August, 2007, by and between EquiTrust Life Insurance Company (“ETLIC”), an Iowa corporation, on its own behalf and on behalf of EquiTrust Life Variable Accounts I and II and EquiTrust Life Annuity Accounts I and II (“Accounts”), and EquiTrust Marketing Services, LLC (“EquiTrust Marketing”), a Delaware limited liability company.

AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 30th, 2008 • Equitrust Life Annuity Account Ii

That certain Agreement dated as of the 8th day of June, 1998 by and between (i) The Dreyfus Corporation and (ii) EquiTrust Life Insurance Company is hereby amended as follows:

Amendment to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. EquiTrust Life Insurance Company
Participation Agreement • April 30th, 2008 • Equitrust Life Annuity Account Ii

The participation agreement, dated as of September 7, 2001, by and among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc. and EquiTrust Life Insurance Company (the “Agreement”) is hereby amended as follows:

AMENDMENT TO THE ADMINISTRATIVE SERVICES AGREEMENT BETWEEN EQUITRUST LIFE INSURANCE COMPANY AND SUMMIT INVESTMENT PARTNERS, INC.
Administrative Services Agreement • April 30th, 2008 • Equitrust Life Annuity Account Ii

This is an Amendment to the Administrative Services Agreement (“Agreement”) entered into on the 19th day of September, 2001 (“Agreement”) between EquiTrust Life Insurance Company (“INSURER”) and Summit Investment Partners, Inc. (“Summit”).

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