0001061128-11-000035 Sample Contracts

Amendment No. 5 to Fund Participation Agreement
Fund Participation Agreement • April 29th, 2011 • American Fidelity Separate Account C

This Amendment is to the Fund Participation Agreement dated May 13, 1997, as amended, (“Agreement”) between AMERICAN FIDELITY ASSURANCE COMPANY, a life insurance company organized under the laws of the State of Oklahoma (“Insurance Company"), on behalf of itself and on behalf of the Separate Accounts as defined forth in Paragraph 1.12 of the Agreement, and each Participating Fund (as defined in the Agreement). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

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AMENDMENT TO AGREEMENT
Agreement • April 29th, 2011 • American Fidelity Separate Account C

The Agreement dated May 13, 1997, as amended January 1, 1999, May 1, 2001, and March 15, 2005 (the "Agreement"), by and between The Dreyfus Corporation and each of American Fidelity Assurance Company, and American Fidelity Securities, Inc. is hereby amended, as follows:

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 29th, 2011 • American Fidelity Separate Account C

The Fund Participation Agreement dated as of May 13, 1997, as amended January 1, 1999, May 1, 2001, and June 3, 2002 (the "Agreement"), between American Fidelity Assurance Company, and each of Dreyfus Variable Investment Fund, Dreyfus Investment Portfolios, Dreyfus Stock Index Fund, Inc. (formerly known as "The Dreyfus Life and Annuity Index Fund, Inc. [d/b/a Dreyfus Stock Index Fund]"), and The Dreyfus Socially Responsible Growth Fund, Inc. (the "Participating Funds") is hereby amended, as follows:

THIRD AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 29th, 2011 • American Fidelity Separate Account C

THIS THIRD AMENDMENT is dated as of February 1, 2011 and effective as of May 1, 2010, by and between BlackRock Advisors, LLC ("BAL"), American Fidelity Securities, Inc. ("AFS") and American Fidelity Assurance Company ("the Insurer") relating to the Administrative Services Agreement, dated as of May 1, 1999 (the "Agreement") amended as of February 28, 2005 ("First Amendment") and amended as of May 1, 2007 ("Second Amendment").

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