0000950123-10-040423 Sample Contracts

NOVATION AGREEMENT
Novation Agreement • April 29th, 2010 • Modern Woodmen of America Variable Annuity Account

THIS NOVATION AGREEMENT (this “Agreement”), dated as of the Effective Time (as defined herein), by and among American Century Investment Services, Inc., the distributor (“Distributor”) of the American Century family of mutual funds (the “Funds”) and Modern Woodmen of America (the “Company”).

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AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2010 • Modern Woodmen of America Variable Annuity Account

THIS AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (“Amendment”) effective as of 4/26/06, by and between MODERN WOODMEN OF AMERICA (the “Society”) 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).

AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 29th, 2010 • Modern Woodmen of America Variable Annuity Account

THIS AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT (“Amendment”) effective as of 4/28/06, by and between MODERN WOODMEN OF AMERICA (the “Society”) 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).

AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 29th, 2010 • Modern Woodmen of America Variable Annuity Account

THIS AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT (“Amendment”) effective as of April 1, 2004, by and between MODERN WOODMEN OF AMERICA (the “Society”) 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).

AMENDED AND RESTATED PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS. FIDELITY DISTRIBUTORS CORPORATION and MODERN WOODMEN OF AMERICA
Participation Agreement • April 29th, 2010 • Modern Woodmen of America Variable Annuity Account • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the 15th day of August, 2006 by and among MODERN WOODMEN OF AMERICA, (hereinafter the “Society”), an Illinois corporation, on its own behalf and on behalf of each segregated asset account of the Society 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, each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the “Fund”).

FIRST AMENDMENT to the Distribution Agreement effective June 25, 2001 between MODERN WOODMEN OF AMERICA (“Modern Woodmen”) and MWA FINANCIAL SERVICES, INC. (“MWAFS”) RECITALS
Distribution Agreement • April 29th, 2010 • Modern Woodmen of America Variable Annuity Account

WHEREAS, Modern Woodmen discontinued sales of its Flexible Premium Variable Life Insurance Certificates [Form VULMWA (02-02)] as of December 31, 2009; and

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