0001104659-11-022700 Sample Contracts

PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS), INVESCO DISTRIBUTORS, INC., NATIONAL INTEGRITY LIFE INSURANCE COMPANY, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND TOUCHSTONE SECURITIES,...
Participation Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co • Delaware

THIS AGREEMENT, made and entered into as of the 1st day of June 2010 (“Agreement”), by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust (“AVIF”), INVESCO Distributors, Inc., a Delaware corporation (“INVESCO”), National Integrity Life Insurance Company, an New York life insurance company (“LIFE COMPANY”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts”), and Touchstone Securities, Inc., a Nebraska Corporation, an affiliate of LIFE COMPANY and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”).

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FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co • New York

THIS AGREEMENT is executed as of 4/29/2011, and effective as of 5/1/2011, by and among BLACKROCK VARIABLE SERIES FUNDS, INC. an open-end management investment company organized as a Maryland corporation (the “Fund”), BLACKROCK INVESTMENTS, LLC (“BRIL”), a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “Underwriter”), and NATIONAL INTEGRITY LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the state of XXXXX (“Company”), on its own behalf and on behalf of each separate account of the Company set forth on Schedule A, as may be amended from time to time (the “Accounts”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co • Delaware

NATIONAL INTEGRITY LIFE INSURANCE COMPANY (“INSURER”) and INVESCO ADVISERS, INC. (“INVESCO”) (collectively, the “Parties”) mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”) dated as of June 1, 2010.

Amendment No. 5 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. National Integrity Life Insurance Company Touchstone Securities, Inc.
Participation Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co

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 (the “Company” or “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, and subsequently amended May 3, 2004, January 1, 2006, May 1, 2007 and November 5, 2007 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co • Delaware

NATIONAL INTEGRITY LIFE INSURANCE COMPANY, (“Insurer”) and INVESCO DISTRIBUTORS, INC. (“Distributor”) (collectively, the “Parties”) mutually agree to the arrangements set forth in this Distribution Services Agreement (this “Agreement”) dated June 1, 2010.

Invesco Intermediary Agreement Regarding Compliance with SEC Rule 22c-2
Intermediary Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co • Ohio

This Agreement is made and entered into by and between Invesco Aim Investment Services, Inc(1). (the “Transfer Agent”), a Delaware corporation and the transfer agent for certain management investment companies (each, a “mutual fund”) registered with the U.S. Securities and Exchange Commission (the “SEC”) and regulated under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Intermediary identified below.

TERMINATION, NEW AGREEMENTS AND AMENDMENTS RELATING TO INTERMEDIARY AGREEMENTS FOR PIMCO VARIABLE INSURANCE TRUST
Termination, Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co

THIS TERMINATION, AGREEMENT AND AMENDMENT made this 1st day of April 2011, (the “Effective Date”) by and among Allianz Global Investors Distributors LLC (“AGID”), PIMCO Investments LLC (“PI”) and National Integrity Life Insurance Company (the “Intermediary”).

NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co

THIS NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT made this 1st day of April, 2011 (the “Effective Date”), by and among Allianz Global Investors Distributors LLC (“AGID”), PIMCO Investments LLC (“PI”), PIMCO Variable Insurance Trust (the “Fund”) and National Integrity Life Insurance Company (the “Company”).

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co

This Amendment is the first amendment to the Participation Agreement (the “Agreement”), which was effective as of January 1, 2008, by and among National Integrity Life Insurance Company (“Company”), RYDEX VARIABLE TRUST (“Trust”), and RYDEX DISTRIBUTORS, INC. (“Underwriter”). This Amendment, which supplements and is a part of the Agreement, is effective as of November 1, 2009.

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co • New York

THIS AGREEMENT is executed as of 4/29/2011, and effective as of 5/1/2011, between BLACKROCK ADVISORS, LLC (“BAL”) and NATIONAL INTEGRITY LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of New York (the “Insurer”).

FORM OF DISTRIBUTION SUB-AGREEMENT
Form of Distribution Sub-Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co • New York

BLACKROCK VARIABLE SERIES FUNDS, INC. (the “Company”), on behalf of each of its series as may be amended from time to time (the “Portfolios”), and NATIONAL INTEGRITY LIFE INSURANCE COMPANY (the “Insurance Company”) mutually agree to the arrangements set forth in this Agreement (the “Agreement”) dated as of 4/29/2011.

Assignment of Participation Agreement
Participation Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co

As you may be aware, over the coming months, it is anticipated that RiverSource Investments, LLC (“RiverSource”), the asset management arm of Ameriprise Financial, Inc. (“Ameriprise”), will acquire the long-term fixed income and equity asset management business (the “LT&E Business”) of Columbia Management Advisors, LLC (“CMA”) and its related affiliates (“Columbia”), from Bank of America N.A. For these purposes, management of Columbia Money Market Fund, Variable Series is considered to be part of the LT&E Business.

AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co

THIS AMENDMENT, dated as of December 20, 2010, between National Integrity Life Insurance Company (“Company”) and Rydex Advisors II, LLC (“Rydex”) is made to the Administrative Services Agreement, dated as of January 1, 2008, between the Company and PADCO Advisors II, Inc. (“PADCO” or “Advisor”) (the “Agreement”). Terms defined in the Agreement are used herein as therein defined.

AMENDMENT NO. 2 TO THE PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co

THIS AMENDMENT, dated as of December 20, 2010, between National Integrity Life Insurance Company (“Company”), Rydex Variable Trust (“Trust”) and Rydex Distributors, LLC is made to the Participation Agreement, dated as of January 1, 2008, as amended, between the Company, Trust and Rydex Distributors, Inc. (“Underwriter”) (the “Agreement”). Terms not defined in this Amendment shall have the meaning ascribed to them in the Agreement.

AMENDMENT NO. 1 TO THE VARIABLE PRODUCT SERVICES AGREEMENT
Variable Product Services Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co

THIS AMENDMENT, dated as of December 20, 2010, between National Integrity Life Insurance Company (“Servicer”) and Rydex Distributors, LLC is made to the Variable Product Services Agreement, dated as of January 1, 2008, between the Servicer and Rydex Distributors, Inc. (“RDI”) (the “Agreement”). Terms not defined in this Amendment shall have the meaning ascribed to them in the Agreement.

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