0001104659-10-021443 Sample Contracts

DISTRIBUTION AND SERVICES AGREEMENT
Distribution and Services Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co • Massachusetts

We have an agreement (the “Distribution Agreement”) with the Deutsche Asset Management VIT Funds and the series thereof, (the “Funds”). Pursuant to the Distribution Agreement, we, PFPC Distributors, Inc. (the “Distributor”), act as the distributor of units of beneficial interest of the Funds designated “Class B Shares” (collectively, the “Shares”). You maintain various separate accounts (“Accounts”) organized as unit investment trusts under the Investment Company Act of 1940, as amended (the “1940 Act”) that are funded by variable life insurance and/or variable annuity contracts (“Contracts”) purchased by individual contract owners who from time to time beneficially own Shares (“Customers”). The Accounts include or propose to include certain of the Funds as an investment alternative offered to Customers. The terms “Prospectus” and “Statement” as used herein refer respectively to the then-current prospectus and statement of additional information relating to the Shares forming parts of

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Amendment No. 1 to Participation Agreement As of May 3, 2004 by and among Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. National Integrity Life Insurance Company Touchstone Securities, Inc.
Participation Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co • California

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we or “us”), National Integrity Life Insurance Company (“you”), and Touchstone Securities, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated January 6, 2003, (the “Agreement”). The parties now desire to amend the Agreement in this amendment (the “Amendment”).

AMENDMENT NO. 2 TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co

This Amendment modifies the Fund Participation Agreement (the “Agreement”), which was effective as of April 30, 2001, by and between National Integrity Life Insurance Company (“Company”) and Touchstone Variable Series Trust (the “Trust”). This Amendment, which supplements and is a part of the Agreement, is effective as of December 31, 2009.

VAN KAMPEN FUNDS INC. SHAREHOLDER SERVICE AGREEMENT
Shareholder Service Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co • Delaware

This SHAREHOLDER SERVICE AGREEMENT (“Agreement”) is made and entered into as of this 2nd day of January, 2003, by and between Van Kampen Funds Inc. (the “Distributor”) and National Integrity Life Insurance Company (the “Company”).

Amendment No. 1 To Participation Agreement by and among Van Kampen Life Investment Trust Van Kampen Funds, Inc. Van Kampen Asset Management Inc. and National Integrity Life Insurance Company
Separate Account Ii of National Integrity Life Insurance Co • April 23rd, 2010

WHEREAS, Van Kampen Life Investment Trust (the “Fund”), Van Kampen Funds, Inc. (The “Underwriter”), Van Kampen Asset Management Inc. (the “Adviser”) and National Integrity Life Insurance Company (the “Company”) have previously entered into a Participation Agreement dated as of January 2, 2003 (the “Agreement”) containing certain notice information; and

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT AMONG THE UNIVERSAL INSTITUTIONAL FUNDS, INC., MORGAN STANLEY & CO. INCORPORATED, MORGAN STANLEY INVESTMENT MANAGEMENT INC. and NATIONAL INTEGRITY LIFE INSURANCE COMPANY
Participation Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co

WHEREAS, NATIONAL INTEGRITY LIFE INSURANCE COMPANY (the “Company”), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the “Fund”), MORGAN STANLEY & CO. INCORPORATED (the “Underwriter”) and MORGAN STANLEY INVESTMENT MANAGEMENT INC. (the “Adviser”) have previously entered into a Participation Agreement (the “Agreement”) containing certain notice information and Company product information; and

January 31, 2007
Separate Account Ii of National Integrity Life Insurance Co • April 23rd, 2010

This letter sets forth the agreement between Deutsche Investment Management Americas Inc. (the “Adviser”) and National Integrity Life Insurance Company (the “Company”) concerning certain administrative services to be provided by you on a sub-administration basis, with respect to Portfolios (as defined below) of the DWS Variable Series I, DWS Variable Series II and/or DWS Investments VIT Funds (collectively, the “Fund”).

INT SA II July 31, 2006 Rhonda S. Malone, Esq. National Integrity Life Insurance Company
Separate Account Ii of National Integrity Life Insurance Co • April 23rd, 2010
AMENDMENT NO.3 to the FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co

AMENDMENT, dated as of the May 1, 2004, to the Fund Participation Agreement dated as of the 2nd day of October, 1997 (the “Agreement”), by and between Deutsche Asset Management VIT Funds (“Trust”), Deutsche Asset Management, Inc. (“Adviser”), and National Integrity Life Insurance Company (“Life Company”).

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
Participation Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co

This AMENDMENT TO PARTICIPATION AGREEMENT (the “Amendment”) is made and entered into as of the 1st day of May, 2008, by and among NATIONAL INTEGRITY LIFE INSURANCE COMPANY, a New York corporation, 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 referred to as an “Account”), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the “Fund”), a Maryland corporation, MORGAN STANLEY DISTRIBUTION, INC. (the “Underwriter”), a Delaware corporation, and MORGAN STANLEY INVESTMENT MANAGEMENT INC. (the “Adviser”), a Delaware corporation.

Amendment No.4 to the Fund Participation Agreement
Fund Participation Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co

AMENDMENT, dated as of July 22, 2006, to the Fund Participation Agreement dated as of the 2nd day of October, 1997 (the “Agreement”), by and between DWS Investments VIT Funds (formerly Deutsche Asset Management VIT Funds) (“Trust”), Deutsche Asset Management, Inc. (formerly Bankers Trust Company) (“Adviser”), and National Integrity Life Insurance Company (“Life Company”).

AMENDMENT NO.1 to the FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co

AMENDMENT, dated as of May 1, 2001, to the Fund Participation Agreement dated as of the 2nd day of October, 1997 (the “Agreement”), by and between Deutsche Asset Management VIT Funds (formerly, BT Insurance Funds Trust) (“Trust”), Bankers Trust Company (“Adviser”), and National Integrity Life Insurance Company (“Life Company”).

NAT SA II May 1, 2008 National Integrity Life Insurance Company
Separate Account Ii of National Integrity Life Insurance Co • April 23rd, 2010
Amendment No. 1 To Fund Participation Agreement by and among National Integrity Life Insurance Company and Touchstone Variable Series Trust
Fund Participation Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co

WHEREAS, Touchstone Variable Series Trust (the “Trust”) and National Integrity Life Insurance Company (“National Integrity Life”) have previously entered into a Fund Participation Agreement dated as of April 30, 2001 (the “Agreement”) containing certain notice information and Portfolio information ; and

Amendment No. 1 to the Distribution and Services Agreement
Distribution and Services Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co

AMENDMENT, dated as of January 31, 2007, to the Distribution and Services Agreement (the “Agreement”) dated as of May 18, 2004, by and between PFPC Distributors, Inc. (as assigned to DWS Scudder Distributors, Inc. (formerly Scudder Distributors, Inc.) (“Distributor”)) and National Integrity Life Insurance Company (“Service Organization”).

AMENDMENT NO.2 to the FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co

AMENDMENT, dated as of May 1, 2002, to the Fund Participation Agreement dated as of the 2nd day of October, 1997 (the “Agreement”), by and between Deutsche Asset Management VIT Funds (“Trust”), Deutsche Asset Management, Inc. (“Adviser”), and National Integrity Life Insurance Company (“Life Company”).

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