0000779923-02-000054 Sample Contracts

PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION and SUN LIFE INSURANCE AND ANNUITY COMPANYOF NEW YORK
Participation Agreement • November 6th, 2002 • Sun Life N Y Variable Account C • Massachusetts

THIS AGREEMENT, made and entered into as of the 15th day of February, 2002 by and among SUN LIFE INSURANCE AND ANNUITYCOMPANY OF NEW YORK, (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 AMONG SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK CLARENDON INSURANCE AGENCY, INC. ALLIANCE CAPITAL MANAGEMENT L.P. AND ALLIANCE FUND DISTRIBUTORS, INC. DATED AS OF September 1, 2001 PARTICIPATION AGREEMENT
Participation Agreement • November 6th, 2002 • Sun Life N Y Variable Account C • New York

THIS AGREEMENT, made and entered into as of the 1st day of September, 2001 ("Agreement"), by and among Sun Life Insurance and Annuity Company of New York, a New York insurance company ("Insurer") (on behalf of itself and certain of its "Separate Accounts," defined below); Clarendon Insurance Agency, Inc., a Massachusetts corporation ("Contracts Distributor"), the principal underwriter with respect to the Contracts referred to below; Alliance Capital Management L.P., a Delaware limited partnership ("Adviser"), the investment adviser of the Fund referred to below; and Alliance Fund Distributors, Inc., a Delaware corporation ("Distributor"), the Fund's principal underwriter (collectively, the "Parties"),

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • November 6th, 2002 • Sun Life N Y Variable Account C • New York

THIS AGREEMENT made as of the 17th day of February, 1998, by and among Lord Abbett Series Fund, Inc. ("FUND"), a Maryland Corporation, Lord, Abbett & Co. ("ADVISER"), a New York Partnership, and Sun Life Assurance Company of Canada (U.S.) (the ("COMPANY"), a life insurance company organized under the laws of the State of Delaware.

PARTICIPATION AGREEMENT AMENDMENT NO. 1
Participation Agreement • November 6th, 2002 • Sun Life N Y Variable Account C

The Participation Agreement, made and entered into as of the 30th day of April, 2001 by and among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) (hereinafter the "Company"), a life insurance company organized as a corporation under the laws of the State of Delaware, 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 hereinafter referred to as the "Account"), RYDEX VARIABLE TRUST (hereinafter the "Trust"), a Delaware business trust, and RYDEX DISTRIBUTORS, INC. (hereinafter the "Underwriter"), a Maryland corporation, do hereby agree to amend the Agreement as follows:

FUND PARTICIPATION AGREEMENT AMENDMENT NO. 1
Fund Participation Agreement • November 6th, 2002 • Sun Life N Y Variable Account C

THIS AGREEMENT, made and entered into this 15th day of April, 2001 (the "Agreement") by and among Sun Life Assurance Company of Canada (U.S.), 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"); INVESCO Variable Investment Funds, Inc., an open-end management investment company organized under the laws of the State of Maryland (the "Fund"); INVESCO Funds Group, Inc., a corporation organized under the laws of the State of Delaware and investment adviser to the Fund (the "Adviser"); and INVESCO Distributors, Inc., a corporation organized under the laws of the State of Delaware and principal underwriter/distributor of the Fund.

FUND PARTICIPATION AGREEMENT AMENDMENT NO. 1 April 17, 2000
Fund Participation Agreement • November 6th, 2002 • Sun Life N Y Variable Account C

THIS AGREEMENT made as of the 17th day of February, 1998, by and among Lord Abbett Series Fund, Inc. ("FUND"), a Maryland Corporation, Lord, Abbett & Co. ("ADVISER"), a New York Partnership, and Sun Life Assurance Company of Canada (U.S.), (the "COMPANY") a life insurance company organized under the laws of the state of Delaware, is hereby amended as follows:

PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS, INC., A I M DISTRIBUTORS, INC., SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND CLARENDON INSURANCE AGENCY, INC.
Participation Agreement • November 6th, 2002 • Sun Life N Y Variable Account C • Delaware

THIS AGREEMENT, made and entered into as of the 17th day of April, 2000 ("Agreement"), by and among AIM Variable Insurance Funds, Inc., a Maryland corporation ("AVIF"); A I M Distributors, Inc., a Delaware corporation ("AIM"); Sun Life Insurance and Annuity Company of New York, a New York life insurance company ("INSURER"), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an "Account," and collectively, the "Accounts"); and Clarendon Insurance Agency, Inc. ("CLARENDON"), a Massachusetts corporation, a subsidiary of Sun Life Assurance Company of Canada (U.S.) and the principal underwriter of the Contracts (collectively, the "Parties").

AMENDMENT TO PARTICIPATION AGREEMENT AMENDMENT NO. 3
Participation Agreement • November 6th, 2002 • Sun Life N Y Variable Account C

Pursuant to Section 8.10 of the Participation Agreement dated February 17, 1998 among the Alger American Fund, Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, and Fred Alger and Company, Incorporated, the parties hereby agree to the amendment set forth below:

AMENDMENT TO PARTICIPATION AGREEMENT AMENDMENT NO. 3
Participation Agreement • November 6th, 2002 • Sun Life N Y Variable Account C

THIS AGREEMENT made and entered into this 17th day of February, 1998, by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, an unincorporated business trust formed under the laws of Delaware (the "Trust"), GOLDMAN, SACHS & CO., a New York limited partnership (the "Distributor"), and SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a life insurance company organized as a corporation under the laws of the State of Delaware, (the "Company"), on its own behalf and on behalf of each separate account of the Company identified herein.

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