0000917677-02-000080 Sample Contracts

PARTICIPATION AGREEMENT Among PILGRIM VARIABLE PRODUCTS TRUST and SOUTHLAND LIFE INSURANCE COMPANY and ING PILGRIM SECURITIES, INC.
Participation Agreement • April 22nd, 2002 • Southland Separate Account L1 • Delaware

THIS AGREEMENT, made and entered into as of this 1st day of May, 2001, among Southland Life Insurance Company (the "Company"), a life insurance company organized under the laws of Texas, on its own behalf and on behalf of each separate account of the Company as set forth on Schedule A hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the "Account"), PILGRIM VARIABLE PRODUCTS TRUST (the "Trust"), an open-ended management investment company and business trust organized under the laws of Massachusetts, and ING PILGRIM SECURITIES, INC. (the "Distributor"), a corporation organized under the laws of the State of Delaware.

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PARTICIPATION AGREEMENT AMONG PIONEER VARIABLE CONTRACTS TRUST, LIFE INSURANCE COMPANY PIONEER INVESTMENT MANAGEMENT, INC. AND PIONEER FUNDS DISTRIBUTOR, INC.
Participation Agreement • April 22nd, 2002 • Southland Separate Account L1 • Massachusetts

THIS AGREEMENT, made and entered into as of the thirteenth day of July, 2001, by and among PIONEER VARIABLE CONTRACTS TRUST, a Delaware business trust (the “Trust”), LIFE INSURANCE COMPANY, a Delaware life insurance company (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”), PIONEER INVESTMENT MANAGEMENT, INC., a Delaware corporation (“PIM”) and PIONEER FUNDS DISTRIBUTOR, INC. (“PFD”), a corporation organized under the laws of The Commonwealth of Massachusetts.

PARTICIPATION AGREEMENT AMONG PORTFOLIO PARTNERS, INC., AETNA LIFE INSURANCE AND ANNUITY COMPANY, AETNA INVESTMENT SERVICES, LLC AND SOUTHLAND LIFE INSURANCE COMPANY
Participation Agreement • April 22nd, 2002 • Southland Separate Account L1 • Maryland

THIS AGREEMENT, dated as of the day of , 2001, by and among Portfolio Partners, Inc. (the “Fund”), a management investment company organized under the laws of the State of Maryland, Aetna Life Insurance and Annuity Company, a life insurance company organized under the laws of the State of Connecticut, referred to herein as the “Adviser” in its capacity as investment adviser to the Fund, Southland Life Insurance Company, a life insurance company organized under the laws of the State of Colorado, referred to herein as the “Company” in its capacity as the issuer of variable annuity and/or variable life insurance contracts, 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”) and Aetna Investment Services, LLC (the “Distributor”), a limited liability company organized under the laws of the State of Delaware.

Administrative and Shareholder Services Agreement
Services Agreement • April 22nd, 2002 • Southland Separate Account L1 • Delaware

This Agreement is made as of the 1st day of May 2001, by and between ING Pilgrim Group, LLC (the "Administrator") and Southland Life Insurance Company ("Company"), collectively, the "Parties."

May 1, 2001 Mr. Lawrence D. Taylor Senior Vice President Product Management Southland Life Insurance Company 1290 Broadway Denver, Colorado 80203 Dear Mr. Taylor:
Southland Separate Account L1 • April 22nd, 2002 • Colorado

This letter sets forth the agreement between Southland Life Insurance Company (the "Company"), and Janus Capital Corporation (the "Adviser"), concerning certain administrative services.

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 22nd, 2002 • Southland Separate Account L1 • Connecticut

Southland Life Insurance Company (the “Company”), and Aetna Income Shares1 and Aetna Variable Portfolios, Inc.2, on behalf of each of its series (each a “Fund” or in the aggregate “Funds”), and Aeltus Investment Management, Inc. (“Aeltus” or “Adviser”) hereby agree to an arrangement whereby the Funds shall be made available to serve as underlying investment media for Variable Life Insurance Policies (“Policies”) to be issued by the Company.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 22nd, 2002 • Southland Separate Account L1

THIS AGREEMENT is made by and among Southland Life Insurance Company, a life insurance company organized under the laws of the State of Texas (the "Company"), Variable Insurance Products Fund, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a Massachusetts corporation (the "Underwriter") (collectively, the "Parties").

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 22nd, 2002 • Southland Separate Account L1

THIS AGREEMENT is made by and among Southland Life Insurance Company, a life insurance company organized under the laws of the State of Texas (the "Company"), Variable Insurance Products Fund, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a Massachusetts corporation (the "Underwriter") (collectively, the "Parties").

Southland Life Insurance Company Distribution Agreement
Insurance Company Distribution Agreement • April 22nd, 2002 • Southland Separate Account L1 • Texas

This agreement made effective September 1, 2001, by and between Southland Life Insurance Company, a Texas domestic insurance company ("ING Southland") on its own behalf and on behalf of Southland Life Insurance Company Separate Account A1 ("Account A1") and Southland Life Insurance Company Separate Account L1 ("Account L1") and both Account A1 and Account L1 are sometimes collectively referred to as the "Separate Accounts" and ING America Equities Inc., a Colorado corporation ("INGAE").

July 1, 2001 Mr. Lawrence D. Taylor Senior Vice President Product Management Southland Life Insurance Company 1290 Broadway Denver, Colorado 80203 Dear Mr. Taylor:
Southland Separate Account L1 • April 22nd, 2002 • Colorado

This letter sets forth the agreement between Southland Life Insurance Company (the "Company"), and Janus Capital Corporation (the "Adviser"), concerning certain administrative services.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 22nd, 2002 • Southland Separate Account L1

THIS AGREEMENT is made by and among Southland Life Insurance Company, a life insurance company organized under the laws of the State of Texas (the "Company"), Variable Insurance Products Fund II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a Massachusetts corporation (the "Underwriter") (collectively, the "Parties").

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 22nd, 2002 • Southland Separate Account L1

THIS AGREEMENT is made by and among Southland Life Insurance Company, a life insurance company organized under the laws of the State of Texas (the "Company"), Variable Insurance Products Fund II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a Massachusetts corporation (the "Underwriter") (collectively, the "Parties").

PARTICIPATION AGREEMENT Among INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO FUNDS GROUP, INC. and SOUTHLAND LIFE INSURANCE COMPANY
Participation Agreement • April 22nd, 2002 • Southland Separate Account L1 • Colorado

THIS AGREEMENT, made and entered into this 14th day of September, 1995 by and among SOUTHLAND LIFE INSURANCE COMPANY, (hereinafter the "Insurance Company"), a Texas corporation, on its own behalf and on behalf of each segregated asset account of the Insurance Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"), INVESCO VARIABLE INVESTMENT FUNDS, INC., a Maryland corporation (the "Company") and INVESCO FUNDS GROUP, INC. ("INVESCO"), a Delaware corporation.

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