0000950133-08-003289 Sample Contracts

PARTICIPATION AGREEMENT Among PIMCO VARIABLE INSURANCE TRUST, and PIMCO FUNDS DISTRIBUTORS LLC
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1 • California

THIS AGREEMENT, dated as of the 1st day of October, 1999 by and among IL Annuity and Insurance Company, (the “Company”), a Massachusetts 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 business trust, and PIMCO Funds Distributors LLC (the “Underwriter”), a Delaware limited liability company.

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PARTICIPATION AGREEMENT AMONG PIONEER VARIABLE CONTRACTS TRUST, INDIANAPOLIS LIFE INSURANCE COMPANY PIONEER INVESTMENT MANAGEMENT, INC. AND PIONEER FUNDS DISTRIBUTOR, INC.
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1 • Massachusetts

THIS AGREEMENT, made and entered into this December 10, 2004, by and among PIONEER VARIABLE CONTRACTS TRUST, a Delaware business trust (the “Trust”), INDIANAPOLIS LIFE INSURANCE COMPANY, an Indiana 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 and
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1 • Maryland

THIS AGREEMENT, made and entered into as of this 5th day of September, 1995 by and among IL ANNUITY AND INSURANCE COMPANY (hereinafter, the “Company”), a Massachusetts 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”), and the undersigned funds, each, a corporation organized under the laws of Maryland (hereinafter referred to as the “Fund”) and T. Rowe Price Investment Services, Inc. (hereinafter the “Underwriter”), a Maryland corporation.

PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND II, FIDELITY DISTRIBUTORS CORPORATION and
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1 • Massachusetts

THIS AGREEMENT, made and entered into as of September 5, 1995, by and among IL ANNUITY AND INSURANCE COMPANY, (hereinafter the “Company”), a Massachusetts 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 the VARIABLE INSURANCE PRODUCTS FUND II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the “Fund”) and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the “Underwriter”), a Massachusetts corporation.

RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

AMENDMENT entered into as of 4/5, 2007, by and between Allianz Global Investors Distributors LLC (“A I “), the principal underwriter for Premier VIT and PIMCO Variable Insurance Trust (each a “Trust” and, collectively, the “Trusts”) and Indianapolis Life Insurance Company (“Intermediary”).

AMENDMENT NO. 3 to MANAGEMENT AND ADMINISTRATIVE SERVICE AGREEMENT
Management and Administrative Service Agreement • October 1st, 2008 • ALAC Separate Account 1

The MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) made and entered into by and between IL Annuity and Insurance Company (“ILA”) n/k/a Indianapolis Life Insurance Company (“ILICO”) and Ameritas Life Insurance Corp. (“ALIC”), effective as of October 1, 2002, as amended by Amendment No. 1, dated June 30, 2003, and further amended by Amendment No. 1 (sic), dated October 1, 2005, is hereby further amended as follows:

AMENDMENT NO. 2 TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

The Fund Participation Agreement, made as of the 1st day of August, 1999 by and among NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST (“TRUST”), a Delaware business trust, ADVISERS MANAGERS TRUST (terminated May 1, 2000), NEUBERGER BERMAN MANAGEMENT INC. (“NB MANAGEMENT”), a New York corporation, and IL ANNUITY AND INSURANCE COMPANY (“LIFE COMPANY”) (predecessor in interest to Indianapolis Life Insurance Company), a stock life insurance company organized under the laws of Indiana, is hereby amended effective as of June 30, 2003, as follows:

VAN ECK SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • October 1st, 2008 • ALAC Separate Account 1

This Agreement is effective as of October 1, 2008, by and between Aviva Life and Annuity Company (“Intermediary”) and Van Eck Securities Corporation (“Van Eck”) on behalf of the Van Eck Funds, Van Eck Funds, Inc., Van Eck Worldwide Insurance Trust, or such other investment companies that Van Eck may distribute (each, a “Van Eck Fund” and together, the “Van Eck Funds”).

AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND, FIDELITY DISTRIBUTORS CORPORATION and AVIVA LIFE AND ANNUITY COMPANY (Successor in Interest to Indianapolis Life Insurance Company)
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

The Participation Agreement dated as of March 1, 1995 (“Agreement”) by and between AVIVA LIFE AND ANNUITY COMPANY (“AVIVA”), a stock life insurance company organized under the laws of Iowa, on its own behalf and on behalf of each segregated asset account of the Company set forth on the attached Schedule A, and the VARIABLE INSURANCE PRODUCTS FUND, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts, and FIDELITY DISTRIBUTORS CORPORATION, a Massachusetts corporation, is hereby further amended effective as of October 1, 2008:

AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND II, FIDELITY DISTRIBUTORS CORPORATION and AVIVA LIFE AND ANNUITY COMPANY (Successor in Interest to Indianapolis Life Insurance Company)
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

The Participation Agreement made and entered into as of the 1st day of March, 1995 by and among AVIVA LIFE AND ANNUITY COMPANY (successor in interest to Indianapolis Life Insurance Company), a stock life insurance company organized under the laws of Iowa, on its own behalf and on behalf of each segregated asset account of the Company set forth on the attached Schedule A, and the VARIABLE INSURANCE PRODUCTS FUND II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts, and FIDELITY DISTRIBUTORS CORPORATION, a Massachusetts corporation, is hereby further amended effective as of October 1, 2008:

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • October 1st, 2008 • ALAC Separate Account 1 • New York

THIS AGREEMENT made as of the 1st day of August, 1999, by and between NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST (“TRUST”), a Delaware business trust, ADVISERS MANAGERS TRUST (“MANAGERS TRUST”), a New York common law trust, NEUBERGER BERMAN MANAGEMENT INC. (“NB MANAGEMENT”), a New York corporation, and IL ANNUITY AND INSURANCE COMPANY (“LIFE COMPANY”), a life insurance company organized under the laws of the State of Massachusetts.

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT Among
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

The Participation Agreement, made and entered into as of September 5, 1995, and amended on June 1, 2001, by and among INDIANAPOLIS LIFE INSURANCE COMPANY (successor in interest to IL Annuity and Insurance Company), a stock life insurance company organized under the laws of Indiana, on its behalf and on behalf of each segregated asset account of the Company set forth on the attached Schedule A, and the undersigned funds, each, a corporation organized under the laws of Maryland, and T. ROWE PRICE INVESTMENT SERVICES, INC., a Maryland corporation is hereby amended effective as of June 30, 2003, as follows:

Van Eck Securities Corporation 99 Park Avenue — 8th Floor New York, NY 10016 212-687-5200 — Toll Free (800) 221-2220 SUPPLEMENTAL AGREEMENT TO PARTICIPATION AGREEMENT Related to Van Eck Worldwide Insurance Trust
Supplemental Agreement • October 1st, 2008 • ALAC Separate Account 1

We are providing Indianapolis Life Insurance Company (“you”) with this SUPPLEMENTAL AGREEMENT dated November 7, 2005 (“Supplemental Agreement”) to the Participation Agreement among Van Eck Worldwide Insurance Trust (“Fund”), Van Eck Securities Corporation (“Underwriter”), Van Eck Associates Corporation (“Adviser”) and you (“Participation Agreement”).

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND II, FIDELITY DISTRIBUTORS CORPORATION and INDIANAPOLIS LIFE INSURANCE COMPANY (Successor In Interest to IL Annuity and Insurance Company)
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

The Participation Agreement made and entered into as of the 1st day of March, 1995 by and among INDIANAPOLIS LIFE INSURANCE COMPANY (successor in interest to IL Annuity and Insurance Company), a stock life insurance company organized under the laws of Indiana, on its own behalf and on behalf of each segregated asset account of the Company set forth on the attached Schedule A, and the VARIABLE INSURANCE PRODUCTS FUND II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts, and FIDELITY DISTRIBUTORS CORPORATION, a Massachusetts corporation, is hereby amended effective as of June 30, 2003, as follows:

AMENDMENT NO. 4 TO FUND PARTICIPATION AGREEMENT Among VAN ECK WORLDWIDE INSURANCE TRUST, VAN ECK ASSOCIATES CORPORATION and AVIVA LIFE AND ANNUITY COMPANY (Successor in Interest to Indianapolis Life Insurance Company)
Fund Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

AVIVA LIFE AND ANNUITY COMPANY (successor in interest to Indianapolis Life Insurance Company), VAN ECK WORLDWIDE INSURANCE TRUST and the Trust’s investment adviser, VAN ECK ASSOCIATES CORPORATION, hereby agree to further amend the Fund Participation Agreement that was dated September 5, 1995, effective as of October 1, 2008:

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

The Fund Participation Agreement, dated September 5, 1995, between IL Annuity and Insurance Company, a life insurance company organized under the laws of Kansas, T. Rowe Price Fixed Income Series, Inc., and T. Rowe Price Investment Services, Inc., is hereby amended, effective as of June 1, 2001, as follows:

PARTICIPATION AGREEMENT Among THE ALGER AMERICAN FUND., FRED ALGER & COMPANY, INCORPORATED and
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1 • Massachusetts

THIS AGREEMENT, made and entered into as of the 5th day of September, 1995 by and among IL ANNUITY AND INSURANCE COMPANY (hereinafter the “Company”), a Massachusetts 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”), THE ALGER AMERICAN FUND, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the “Fund”), and FRED ALGER & COMPANY, INCORPORATED (hereinafter the “Distributor”), a Delaware corporation.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

The Fund Participation Agreement, dated September 5, 1995, between IL Annuity and Insurance Company, a life insurance company organized under the laws of Kansas, Variable Insurance Products Fund II, and Fidelity Distributors Corporation, is hereby amended, effective as of June 1, 2001, as follows:

AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT Among PREMIER VIT, ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, (Successor in interest to OCC Distributors) And AVIVA LIFE AND ANNUITY COMPANY (Successor in interest to Indianapolis Life Insurance Company)
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

The Participation Agreement, made and entered into September 5, 1995 by and among AVIVA LIFE AND ANNUITY COMPANY (successor in interest to Indianapolis Life Insurance Company), a stock life insurance company organized under the laws of Iowa, on its own behalf and on behalf of each separate account named in the attached Schedule 1, PREMIER VIT (formerly known as PIMCO Advisors VIT), an open-end diversified management investment company organized under the laws of Massachusetts, and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC (successor in interest to OCC Distributors), a Delaware limited liability company, is hereby further amended effective as of October, 2008:

AMENDMENT NO. 2 TO THE PARTICIPATION AGREEMENT Among INDIANAPOLIS LIFE INSURANCE COMPANY (Successor in Interest to IL Annuity and Insurance Company), PIMCO VARIABLE INSURANCE TRUST, and PIMCO ADVISORS DISTRIBUTORS LLC (formerly PIMCO Funds...
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

The Participation Agreement, dated the 1st day of October, 1999, as amended April 1, 2000, by and among Indianapolis Life Insurance Company (successor in interest to IL Annuity and Insurance Company), a stock life insurance company organized under the laws of Indiana, on its own behalf and on behalf of each segregated asset account set forth in Schedule A, PIMCO Variable Insurance Trust, a Delaware business trust, and PIMCO Advisors Distributors LLC (formerly PIMCO Funds Distributors LLC), a Delaware limited liability corporation, is hereby amended effective as of June 30, 2003, as follows:

PARTICIPATION AGREEMENT By and Among QUEST FOR VALUE ACCUMULATION TRUST And And QUEST FOR VALUE DISTRIBUTORS
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1 • New York

THIS AGREEMENT, made and entered into this 5th day of September, 1995, by and among IL ANNUITY AND INSURANCE COMPANY, a Massachusetts Corporation (hereinafter the “Company”), on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to this Agreement, as may be amended from time to time (each account referred to as the “Account”); QUEST FOR VALUE ACCUMULATION TRUST, an open-end diversified management investment company organized under the laws of the State of Massachusetts (hereinafter the “Fund”) and QUEST FOR VALUE DISTRIBUTORS, a Delaware general partnership (hereinafter the “Underwriter”).

AMENDMENT TO AGREEMENT
Agreement • October 1st, 2008 • ALAC Separate Account 1

THIS AMENDMENT made as of the 8th day of February, 2001 to amend portions of the Fund Participation Agreement entered into by IL Annuity and Insurance Company (the “Company”) and So Gen Variable Funds, Inc. (the “Fund”), and Societe Generale Securities Corporation (the “Underwriter”) dated the September 1, 1997.

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AGREEMENT OF MERGER BETWEEN INDIANAPOLIS LIFE INSURANCE COMPANY AND IL ANNUITY AND INSURANCE COMPANY OFFICER’S CERTIFICATE OF IL ANNUITY AND INSURANCE COMPANY PURSUANT TO SECTION 8.2B. OF THE AGREEMENT
Agreement • October 1st, 2008 • ALAC Separate Account 1

The undersigned, Mark V Heitz, as the duly elected President and Chief Executive Officer of IL Annuity and Insurance Company (the “Company”), does hereby certify on behalf of the Company, in connection with the requirements of Section 8.2B. of the Agreement of Merger between the Company and Indianapolis Life Insurance Company, dated as of June 25, 2003, that to the best of his knowledge and belief:

AMENDMENT NO. 3 TO FUND PARTICIPATION AGREEMENT Among NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST, NEUBERGER BERMAN MANAGEMENT, INC. and AVIVA LIFE AND ANNUITY COMPANY (Successor in Interest to Indianapolis Life Insurance Company)
Fund Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

The Participation Agreement, made as of the 1st day of August, 1999 by and among NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST (“TRUST”), a Delaware business trust, NEUBERGER BERMAN MANAGEMENT INC. (“NB MANAGEMENT”), a New York corporation, and AVIVA LIFE AND ANNUITY COMPANY (“COMPANY”) (successor in interest to Indianapolis Life and Annuity Company), a stock life insurance company organized under the laws of Indiana, is hereby amended effective as of October 1, 2008, as follows:

AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENT
The Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

The Participation Agreement, made as of the 13th day of June, 1997 by and among ROYCE CAPITAL FUND, a Delaware business trust, ROYCE & ASSOCIATES, LLC, a Delaware limited liability company, and INDIANAPOLIS LIFE INSURANCE COMPANY (successor in interest to IL Annuity and Insurance Company), a stock life insurance company organized under the laws of Indiana, is hereby amended effective as of June 30, 2003, as follows:

AMENDMENT NO. 2 TO THE PARTICIPATION AGREEMENT Among INDIANAPOLIS LIFE INSURANCE COMPANY (Successor in Interest to IL Annuity and Insurance Company), FIRST EAGLE VARIABLE FUNDS, INC. (formerly SoGen Variable Funds, Inc.,) and FIRST EAGLE FUNDS...
The Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

The Participation Agreement, dated as of the 1st day of September, 1997 among Indianapolis Life Insurance Company (successor in interest to IL Annuity and Insurance Company), a stock life insurance company organized under the laws of Indiana, on its own behalf and on behalf of each segregated asset account set forth on the attached Schedule A, First Eagle Variable Funds, Inc. (formerly SoGen Variable Funds, Inc.), a corporation organized under the laws of Maryland, and First Eagle Funds Distributors, a division of ASB Securities, LLC. (formerly Societe Generale Securities Corporation), a New York corporation, is hereby amended effective as of June 30, 2003, as follows:

AMENDMENT NO. 3 TO DISTRIBUTION AGREEMENT
Distribution Agreement • October 1st, 2008 • ALAC Separate Account 1

The Distribution Agreement dated as of September 1, 1995 (“Agreement”) by and between INDIANAPOLIS LIFE INSURANCE COMPANY (“ILICO”) and AVIVA SECURITIES, LLC (“Aviva Securities”) is hereby further amended effective as of September 30, 2008:

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

The Fund Participation Agreement, dated October 1, 1999, by and among IL Annuity and Insurance Company, a life insurance company currently organized under the laws of Kansas, PIMCO Variable Insurance Trust, and PIMCO Funds Distributors LLC is hereby amended, effective as of June 1, 2001, as follows:

AMENDMENT NO. 1 to the Automatic Annuity Reinsurance Agreement between
ALAC Separate Account 1 • October 1st, 2008

This Amendment, between the Reinsured and the Reinsurer is attached to and becomes a part of the Automatic Annuity Reinsurance Agreement effective December 31, 1996 referred to above.

Rule 22c-2 Agreement
Rule 22c-2 Agreement • October 1st, 2008 • ALAC Separate Account 1

This Rule 22c-2 Information Sharing Agreement (the “Agreement”), is entered into by and between Fred Alger & Company, Incorporated (the “Fund Agent”) and the “Financial Intermediary” identified on the execution page of this Agreement.

AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT
Distribution Agreement • October 1st, 2008 • ALAC Separate Account 1

The Distribution Agreement dated as of September 1, 1995 (“Agreement”) by and between INDIANAPOLIS LIFE INSURANCE COMPANY (“ILICo”)(as successor to IL Annuity and Insurance Company) and IL Securities, Inc. (predecessor of Aviva Securities, LLC) (“Aviva Securities”) is hereby further amended effective as of October 25, 2007:

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

The Fund Participation Agreement, dated September 5, 1995, between IL Annuity and Insurance Company, a life insurance company organized under the laws of Kansas, T. Rowe Price International Series, Inc., and T. Rowe Price Investment Services, Inc., is hereby amended, effective as of June 1, 2001, as follows:

AMENDMENT OF PARTICIPATION AGREEMENT
Participation Agreement • October 1st, 2008 • ALAC Separate Account 1

This Amendment dated as of August 28, 2007 is by and among INDIANAPOLIS LIFE INSURANCE COMPANY (the “Company”), an Indiana corporation, on its own behalf and on behalf of each separate account of the Company named in Schedule I to Participation Agreement (as defined below), PREMIER VIT, an open-end diversified management investment company organized under the laws of the State of Massachusetts (the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company (“AGI Distributors”).

First Eagle Funds Rule 22c-2 Agreement
ALAC Separate Account 1 • October 1st, 2008

Before reviewing these provisions, please refer to the definitions for the various capitalized terms used therein as set out in Paragraph 1.3 below. Generally, “Intermediary” refers to your firm, “Funds” refers to the First Eagle Funds or their principal distributor, “Shares” refers to shares of the First Eagle Funds, and “Shareholders” refers to persons holding Shares through an account maintained with your firm.

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