0001193125-10-094621 Sample Contracts

PARTICIPATION AGREEMENT Among THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC., PIMCO VARIABLE INSURANCE TRUST, and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
Participation Agreement • April 27th, 2010 • Guardian Separate Acct N of the Guardian Ins & Annuity Co • New York

THIS AGREEMENT, dated as of the 1st day of January, 2009, by and among The Guardian Insurance & Annuity Company, Inc., (the “Company”), a Delaware life insurance company, 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 account hereinafter referred to as the “Account”), PIMCO Variable Insurance Trust (the “Fund”), a Delaware statutory trust, and Allianz Global Investors Distributors LLC (the “Underwriter”), a Delaware limited liability company.

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FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 27th, 2010 • Guardian Separate Acct N of the Guardian Ins & Annuity Co • New York

THIS AGREEMENT, made and entered into this day of , 200 (the “Agreement”) by and among The Guardian Insurance & Annuity Company, Inc., 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”); Financial Investors Variable Insurance Trust, an open-end management investment company organized under the laws of the State of Delaware (the “Fund”); ALPS Advisors, Inc., a corporation organized under the laws of the State of Colorado and investment adviser to the Fund (the “Adviser”); and ALPS Distributors, Inc., a corporation organized under the laws of the State of Colorado and principal underwriter/distributor of the Fund (the “Distributor”).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 27th, 2010 • Guardian Separate Acct N of the Guardian Ins & Annuity Co • New York

THIS AGREEMENT is executed as of December 15th 2008, and effective as of January 1st 2009, by and among BLACKROCK VARIABLE SERIES FUNDS, INC. an open-end management investment company organized as a Maryland corporation (the “Fund”), BLACKROCK INVESTMENTS, INC.(“BII”), a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “Underwriter”), and THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC., a life insurance company organized under the laws of the state of Delaware (“Company”), on its own behalf and on behalf of each separate account of the Company set forth on Schedule A, as may be amended from time to time (the “Accounts”).

EVERGREEN VARIABLE ANNUITY TRUST PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2010 • Guardian Separate Acct N of the Guardian Ins & Annuity Co • Massachusetts

THIS AGREEMENT is made this 1st day of January, 2009 between EVERGREEN VARIABLE ANNUITY TRUST, an open-end management investment company organized as a Delaware business trust (the “Trust”), and The Guardian Insurance & Annuity Company, Inc., a life insurance company organized under the laws of the State of Delaware (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the “Accounts”).

AMENDMENT
Amendment • April 27th, 2010 • Guardian Separate Acct N of the Guardian Ins & Annuity Co • New York

THIS AMENDMENT (this “Amendment”) to the Agreement (as defined below) is entered into as of January 1, 2009, by and between RS VARIABLE PRODUCTS TRUST, RS INVESTMENT MANAGEMENT CO. LLC, GUARDIAN INVESTOR SERVICES LLC, and THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

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