0001020523-02-000030 Sample Contracts

THIRD PARTY ADMINISTRATION AGREEMENT THIS AGREEMENT made this ___ day of ____, 1994, between Andesa TPA, Inc. (hereinafter called "Administrator"), a Pennsylvania corporation, and Sun Life Assurance Company of Canada (hereinafter called "Carrier"):
Third Party Administration Agreement • October 1st, 2002 • Sun Life of Canada U S Variable Account G • Pennsylvania

WHEREAS, Carrier has identified certain life insurance policies (hereinafter called "Policy") as set forth in the attached Schedule A; and

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FUND PARTICIPATION AGREEMENT AMENDMENT NO. 4
Fund Participation Agreement • October 1st, 2002 • Sun Life of Canada U S Variable Account G

THIS AMENDMENT, made and entered into this 5th day of August, 2002 (the "Amendment") by and among Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York (each of which is hereinafter referred to as the "Company"), INVESCO Funds Group, Inc. (the "Adviser"), INVESCO Distributors, Inc. (the "Distributor"), and INVESCO Variable Investment Funds, Inc. (the "Fund").

FOURTH AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • October 1st, 2002 • Sun Life of Canada U S Variable Account G

Sun Life Assurance Company of Canada (U.S.), Variable Insurance Products Fund, and Fidelity Distributors Corporation hereby amend the Participation Agreement ("Agreement") dated December 1, 1996, as amended on May 1, 2001, September 1, 2001 and April 1, 2002, by doing the following:

PARTICIPATION AGREEMENT AMENDMENT NO. 3
Participation Agreement • October 1st, 2002 • Sun Life of Canada U S Variable Account G

This Agreement, made and entered into as of the 30th day of April, 2001 and amended on September 1, 2001, April 1, 2002 and August 5, 2002 (the "Agreement") by and among SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a life insurance company organized as a corporation under the laws of the State of Delaware, SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK, an insurance company organized under the laws of the State of New York, (each of which is hereinafter referred to as the "Company") 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, is hereby amended as follows:

PARTICIPATION AGREEMENT AMENDMENT NO. 3
Participation Agreement • October 1st, 2002 • Sun Life of Canada U S Variable Account G

THIS AGREEMENT, made and entered into as of the 1st day of May, 2001 ("Agreement"), and amended on September 1, 2001 and April 1, 2002 by and among Sun Life Assurance Company of Canada (U.S.), a Delaware life insurance company ("Insurer") (on behalf of itself and certain of its "Separate Accounts,"); Clarendon Insurance Agency, Inc., a Massachusetts corporation ("Contracts Distributor"), the principal underwriter with respect to the Contracts; Alliance Capital Management L.P., a Delaware limited partnership ("Adviser"), the investment adviser of the Fund; and Alliance Fund Distributors, Inc., a Delaware corporation ("Distributor"), the Fund's principal underwriter (collectively, the "Parties") do hereby agree to amend the Agreement as follows:

FUND PARTICIPATION AGREEMENT AMENDMENT NO. 3 September 1, 2002
Fund Participation Agreement • October 1st, 2002 • Sun Life of Canada U S Variable Account G

THIS AGREEMENT made as of the 17th day of February, 1998, and amended on April 17, 2000, and May 1, 2001, by and among LORD ABBETT SERIES FUND, INC. ("FUND"), a Maryland Corporation, LORD, ABBETT & CO. ("ADVISER"), a New York Partnership, SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a life insurance company organized as a corporation under the laws of the state of Delaware, and SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK, a life insurance company organized as a corporation under the laws of the State of New York (each insurance company is hereinafter referred to as the "COMPANY"), is hereby amended as follows:

Contract
Treaty Reference Number • October 1st, 2002 • Sun Life of Canada U S Variable Account G

Treaty Reference Number: 03-01-00 AUTOMATIC YEARLY RENEWABLE TERM AGREEMENT Between SUN LIFE ASSURANCE COMPANY OF CANADA Wellesley Hills, Massachusetts (hereinafter called the CEDING COMPANY) and SECURITY LIFE OF DENVER INSURANCE COMPANY Denver, Colorado (hereinafter called the REINSURER) This Agreement is Effective May 1, 2001.

AMENDMENT TO PARTICIPATION AGREEMENT AMENDMENT NO. 7
Participation Agreement • October 1st, 2002 • Sun Life of Canada U S Variable Account G

THIS AGREEMENT made the 17th day of February, 1998, and amended on December 14, 1998, March 15, 1999, April 17, 2000, May 1, 2001, September 1, 2001, April 1, 2002 and August 5, 2002 (the "Participation Agreement"), 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"), SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a life insurance company organized as a corporation under the laws of the State of Delaware, SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK, a life insurance company organized as a corporation under the laws of the State of New York (each insurance company is hereinafter referred to as the "Company"), on its own behalf and on behalf of each separate account of the Company identified in the Participation Agreement.

AMENDMENT NO. 8 PARTICIPATION AGREEMENT
Participation Agreement • October 1st, 2002 • Sun Life of Canada U S Variable Account G

The Participation Agreement, made and entered into as of the 17th day of February, 1998, and amended on December 11, 1998, March 15, 1999, April 17, 2000, May 1, 2000, May 1, 2001, September 1, 2001, and April 1, 2002 (the "Agreement"), by and among AIM Variable Insurance Funds, a Delaware business trust, A I M Distributors, Inc., a Delaware corporation, Sun Life Assurance Company of Canada (U.S.), a Delaware life insurance company, and Clarendon Insurance Agency, Inc., a Massachusetts corporation, is hereby amended as follows:

MARKETING COORDINATION AND ADMINISTRATIVE SERVICE AGREEMENT
Marketing Coordination and Administrative Service Agreement • October 1st, 2002 • Sun Life of Canada U S Variable Account G • Clarendon
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