0001001980-01-500005 Sample Contracts

SOUTHLAND LIFE INSURANCE COMPANY (A TEXAS CORPORATION) 5780 POWERS FERRY ROAD, N.W. ATLANTA, GEORGIA 30327-4390 MAILING ADDRESS P.O. BOX 105006 ATLANTA, GEORGIA 30348-5006 A STOCK COMPANY - ESTABLISHED 1908 John Q. Doe Agreement by Southland Life...
Southland Separate Account L1 • January 25th, 2001

Southland Life Insurance Company will pay the benefits described in this policy in accordance with the terms of this policy.

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THIRD AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • January 25th, 2001 • 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 JANUS ASPEN SERIES FUND PARTICIPATION AGREEMENT (Service Shares)
Fund Participation Agreement • January 25th, 2001 • Southland Separate Account L1

THIS AGREEMENT is made this 29th day of December, 2000, between JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware business trust (the "Trust"), and SOUTHLAND LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Texas (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").

Administrative and Shareholder Service Agreement
Administrative and Shareholder Service Agreement • January 25th, 2001 • Southland Separate Account L1 • Colorado

This Agreement is made as of the 11th day of December, 2000, by and between Directed Services, Inc., ("Adviser") and Southland Life Insurance Company, ("Insurer") collectively "the Parties."

AMENDMENT TO PARTICIPATION AGREEMENT BETWEEN SOUTHLAND LIFE INSURANCE COMPANY AND INVESCO FUNDS GROUP, INC.
Participation Agreement • January 25th, 2001 • Southland Separate Account L1

This Amendment is dated as of the 26th day of December, 2000 by and between Southland Life Insurance Company ("Southland Life") and INVESCO Funds Group, Inc. ("INVESCO").

AMENDMENT TO PARTICIPATION AGREEMENT AMONG SECURITY LIFE OF DENVER INSURANCE COMPANY, THE GCG TRUST, AND DIRECTED SERVICES, INC.
Participation Agreement • January 25th, 2001 • Southland Separate Account L1

THIS AGREEMENT is made this 29th day of December, 2001, by and among THE GCG TRUST (the "Trust"), a management investment company and business trust organized under the laws of the Commonwealth of Massachusetts, DIRECTED SERVICES, INC. (the "Adviser" and "Distributor"), a corporation organized under the laws of the State of New York and SOUTHLAND LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Texas (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 TO SOUTHLAND LIFE INSURANCE COMPANY DISTRIBUTION AGREEMENT
Southland Life Insurance Company Distribution Agreement • January 25th, 2001 • Southland Separate Account L1

This Amendment is made and effective ___________________________, 2001, and amends the Distribution Agreement (the "Agreement") dated April 1, 1996, between Southland Life Insurance Company, a Texas domestic insurance company ("Southland") on its own behalf and on behalf of Southland Life Insurance Company Separate Account L1 (Separate Account L1" and both Separate Account A1 and Separate Account L1 collectively referred to as "Separate Accounts") and ING America Equities, Inc., a Colorado corporation ("ING America Equities").

SCHEDULE D COMPENSATION SCHEDULE TO SELLING AGREEMENT FOR SOUTHLAND LIFE MARKET DIMENSIONS VARIABLE UNIVERSAL LIFE
Selling Agreement • January 25th, 2001 • Southland Separate Account L1

This Schedule is an attachment to the ING America Equities, Inc. ("ING America Equities") Selling Agreement by and among the parties pursuant to paragraph 17 of that Selling Agreement. This schedule is effective __________________, or the date that Selling Broker-Dealer submits an application for this product, whichever is later. The provisions of this Schedule shall apply only to Southland Life Market Dimensions Variable Universal Life policies solicited and issued while this Schedule is in effect. All compensation payable under this Schedule shall be subject to the terms and conditions contained herein at the time of issue of the policy by Southland Life Insurance Company ("Southland").

SCHEDULE D COMPENSATION SCHEDULE TO SELLING AGREEMENT FOR SOUTHLAND LIFE MARKET DIMENSIONS VARIABLE UNIVERSAL LIFE
Selling Agreement • January 25th, 2001 • Southland Separate Account L1

This Schedule is an attachment to the ING America Equities, Inc. ("ING America Equities") Selling Agreement by and among the parties pursuant to paragraph 17 of that Selling Agreement. This schedule is effective as of __________________, 2001, or the date that Selling Broker-Dealer submits an application for this product, whichever is later. The provisions of this Schedule shall apply only to Southland Life Market Dimensions Variable Universal Life policies solicited and issued while this Schedule is in effect. All compensation payable under this Schedule shall be subject to the terms and conditions contained herein at the time of issue of the policy by Southland Life Insurance Company ("Southland").

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