AMENDED AND RESTATED PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION and KEMPER LIFE INVESTORS LIFE INSURANCE COMPANYParticipation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • Massachusetts
THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the day of __, 2008 by and among KEMPER INVESTORS LIFE INSURANCE COMPANY, (hereinafter the “Company”), an Illinois corporation, on its own behalf and on behalf of each segregated asset 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”); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III and VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS FUND V each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the “Fund”).
PARTICIPATION AGREEMENT Among and KEMPER INVESTORS LIFE INSURANCE COMPANY ]Participation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • Maryland
THIS AGREEMENT, made and entered into as of this day of , 2008 by and among Kemper Investors Life Insurance Company (hereinafter, the “Company”), an Illinois insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”), and the undersigned funds, each, a corporation organized under the laws of Maryland (each hereinafter referred to as the “Fund”) and T. Rowe Price Investment Services, Inc. (hereinafter the “Underwriter”), a Maryland corporation.
FUND PARTICIPATION AGREEMENT Kemper Investors Life Insurance Company Columbia Funds Variable Insurance Trust Columbia Management Advisors, LLC and Columbia Management Distributors, Inc.Fund Participation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • Massachusetts
PARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. and KEMPER INVESTORS LIFE INSURANCE COMPANYParticipation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • New York
THIS AGREEMENT (the “Agreement”), made and entered into as of the 1st day of May 2003 by and among Kemper Investors Life Insurance Company (hereinafter the “Company”), on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to this Agreement, as it may be amended from time to time by mutual consent (hereinafter collectively the “Accounts”), Oppenheimer Variable Account Funds (hereinafter the “Fund”) and OppenheimerFunds, Inc. (hereinafter the “Adviser”).
PARTICIPATION AGREEMENT AMONG KEMPER INVESTORS LIFE INSURANCE COMPANY, SYNERGY INVESTMENT GROUP, LLC, ALLIANCEBERNSTEIN L.P. AND ALLIANCEBERNSTEIN INVESTMENTS, INC. DATED AS OF JULY 1, 2008Participation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • New York
THIS AGREEMENT, made and entered into as of the 1 day of July, 2008 (“Agreement”), by and among Kemper Investors Life Insurance Company, an Illinois life insurance company (“Insurer”) (on behalf of itself and its “Separate Account,” defined below); Synergy Investment Group, LLC, a North Carolina limited liability company (“Contracts Distributor”), the principal underwriter with respect to the Contracts referred to below; AllianceBernstein L.P., a Delaware limited partnership (“Adviser”), the investment adviser of the Fund referred to below; and AllianceBernstein Investments, Inc., a Delaware corporation (“Distributor”), the Fund’s principal underwriter (collectively, the “Parties”),
PARTICIPATION AGREEMENT Among PUTNAM VARIABLE TRUST PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP And KEMPER INVESTORS Life Insurance Company]Participation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • Massachusetts
THIS AGREEMENT, made and entered into as of this day of , 2008, among KEMPER INVESTORS LIFE INSURANCE COMPANY (the “Company”), an Illinois life insurance corporation, on its own behalf and on behalf of each separate account of the Company set forth on Schedule A hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the “Account”), PUTNAM VARIABLE TRUST (the “Trust”), a Massachusetts business trust, and PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP (the “Underwriter”), a Massachusetts limited partnership.
PARTICIPATION AGREEMENT AMONG PIONEER VARIABLE CONTRACTS TRUST, KEMPER INVESTORS LIFE INSURANCE COMPANY PIONEER INVESTMENT MANAGEMENT, INC. AND PIONEER FUNDS DISTRIBUTOR, INC.Participation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • Massachusetts
THIS AGREEMENT, made and entered into this August 1, 2008, by and among PIONEER VARIABLE CONTRACTS TRUST, a Delaware business trust (the “Trust”), KEMPER INVESTORS LIFE INSURANCE COMPANY, an Illinois life insurance company (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”), PIONEER INVESTMENT MANAGEMENT, INC., a Delaware corporation (“PIM”) and PIONEER FUNDS DISTRIBUTOR, INC. (“PFD”), a corporation organized under the laws of The Commonwealth of Massachusetts. PIM and PFD are members of the UniCredito Italiano banking group, register of banking groups.
PARTICIPATION AGREEMENT Among KEMPER INVESTORS LIFE INSURANCE COMPANY, ProFunds, Access One Trust and ProFund Advisors LLCParticipation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • Maryland
THIS AGREEMENT, dated as of the day of , 2008 by and among Kemper Investors Life Insurance Company (the “Company”), an Illinois life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto, as may be amended from time to time (each account hereinafter referred to as the “Account”), ProFunds, a Delaware business trust, Access One Trust, a Delaware business trust (each of ProFunds or the Access One Trust referred to herein as the “Fund”), and ProFund Advisors LLC (the “Adviser”), a Maryland limited liability company.
FUND PARTICIPATION AGREEMENTFund Participation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • New York
THIS AGREEMENT is made this 25 th day of July, 2008, by and among BLACKROCK VARIABLE SERIES FUNDS, INC., an open-end management investment companies organized as a Maryland corporation (the “Fund”), BLACKROCK DISTRIBUTORS, INC., a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “Underwriter”), and KEMPER INVESTORS LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the state of Illinois (“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”).
AMENDED AND RESTATED PARTICIPATION AGREEMENT Among VAN KAMPEN LIFE INVESTMENT TRUST, MORGAN STANLEY DISTRIBUTION, INC., VAN KAMPEN ASSET MANAGEMENT, and KEMPER INVESTORS LIFE INSURANCE COMPANY Dated as of August , 2008Participation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • New York
(This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.)
PARTICIPATION AGREEMENT Among VANGUARD VARIABLE INSURANCE FUND and THE VANGUARD GROUP, INC. and VANGUARD MARKETING CORPORATION and KEMPER INVESTORS LIFE INSURANCE COMPANYParticipation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • Illinois
THIS AGREEMENT, made and entered into as of the day of , 2008, by and among VANGUARD VARIABLE INSURANCE FUND (hereinafter the “Fund”), a Delaware business trust, THE VANGUARD GROUP, INC. (hereinafter the “Sponsor”), a Pennsylvania corporation, VANGUARD MARKETING CORPORATION (hereinafter the “Distributor”), a Pennsylvania corporation, and KEMPER INVESTORS LIFE INSURANCE COMPANY (hereinafter the “Company”), an Illinois corporation, on its own behalf and on behalf of each segregated asset account of the Company named in Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”).
Among RYDEX VARIABLE TRUST, RYDEX DISTRIBUTORS, INC. and KEMPER INVESTORS LIFE INSURANCE COMPANY DATED AS OFParticipation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • Delaware
THIS AGREEMENT, made and entered into as of the day of , 2008 by and among KEMPER INVESTORS LIFE INSURANCE COMPANY (hereinafter the “Company”), an Illinois 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 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.
FUND PARTICIPATION AGREEMENTFund Participation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • Delaware
THIS AGREEMENT, made and entered into this day of , 200 (the “Agreement”), by and among Kemper Investors Life Insurance Company, organized under the laws of the Illinois (the “Company”), on behalf of itself and each separate account of the Company named in Schedule A to this Agreement, as may be amended from time to time (each such separate account being hereinafter referred to as a “Separate Account” and, collectively, as the “Separate Accounts”); Delaware VIP Trust, an open-end management investment company organized as a statutory trust under the laws of the State of Delaware (the “Trust”); Delaware Management Company, a series of Delaware Management Business Trust, a statutory trust organized under the laws of the State of Delaware and investment adviser to the Trust (the “Adviser”); and Delaware Distributors, L.P., a limited partnership organized under the laws of the State of Delaware and principal underwriter/distributor of the Trust (the “Distributor”).
PARTICIPATION AGREEMENT BY AND AMONG SUMMIT MUTUAL FUNDS, INC., AMERITAS INVESTMENT CORP. KEMPER INVESTORS LIFE INSURANCE COMPANY, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND SYNERGY INVESTMENT GROUP, LLCParticipation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • Ohio
THIS AGREEMENT, made and entered into as of the day of July, 2008 (“Agreement”), by and among Summit Mutual Funds, Inc., a Maryland corporation (“SMFI”), Ameritas Investment Corp., a Nebraska Corporation (“AIC”), Kemper Investors Life Insurance Company, an Illinois 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 Synergy Investment Group, LLC, a North Carolina limited liability company and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”).
SERVICES AGREEMENTServices Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • England
THIS AGREEMENT is made on this day of , 2008. [to be effective following receipt of approval from the Illinois Department of Insurance]
PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS, A I M DISTRIBUTORS, INC., AND KEMPER INVESTORS LIFE INSURANCE COMPANY, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTSParticipation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • Delaware
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • Ohio
Kemper Investors Life Insurance Company (“INSURER”) and Summit Investment Partners, Inc. (“Summit”) (collectively, the “Parties”) mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”) dated as of August , 2008.
AMENDED AND RESTATED GROUP INSURANCE TRUST AGREEMENTGroup Insurance Trust Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • Delaware
This Amended and Restated Group Insurance Trust Agreement (this “Agreement”) is made and entered into by and between Kemper Investors Life Insurance Company, an Illinois domiciled life insurance company, (the “Settlor”), and Wilmington Trust Company, a Delaware Banking Corporation (“Trustee”), as follows:
ProFunds/Access One Trust Bethesda, MD 20814 ADMINISTRATIVE SERVICES AGREEMENT FOR VP FUNDSKILICO Variable Annuity Separate Account - 3 • August 8th, 2008 • New York
The Board of Trustees of ProFunds and Access One Trust (the “Trusts”), open-end management investment companies organized as Delaware business trusts and registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940 (the “1940 Act”), on behalf of each of the ProFunds VP series of ProFunds identified in Schedule A or Access VP series of the Access One Trust identified on Schedule A (individually, a “Fund” and collectively, the “Funds”), have authorized the Trusts to enter into this Agreement with Kemper Investors Life Insurance Company (the “Authorized Firm”), concerning the provision of service activities to your clients, members, or customers (“Customers”) who may from time to time beneficially own such Funds’ shares. The terms and conditions of this Agreement are as follows:
August 6, 2008 Kemper Investors Life Insurance Company Attn: President and COOl 15375 SE 30th Place, Suite 310 Bellevue, WA 98007 Re: Administrative Services Dear Ms. Davis:KILICO Variable Annuity Separate Account - 3 • August 8th, 2008 • Delaware
This letter sets forth the agreement between Kemper Investors Life Insurance Company (the “Company”) and PADCO Advisors II, Inc. (“PADCO”), advisor to the Rydex Variable Trust (the “Trust”), concerning certain administrative services to be provided by the Company with respect to certain series of the Trust, each of which is identified in the Participation Agreement (defined below).
SERVICE AGREEMENTService Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • Pennsylvania
THIS AGREEMENT (this “Agreement”) dated as of , 2008, between Delaware Distributors L.P. (“Distributor”), a limited liability partnership with its principal offices at One Commerce Square, 2005 Market Street, Philadelphia, Pennsylvania, 19103, as Distributor for Delaware VIP Trust (the “Fund”), an open-end management investment company organized as a statutory trust under the laws of the State of Delaware, and Kemper Investors Life Insurance Company (the “Company”), a Illinois corporation having its principal office and place of business at 15375 SE 30th Place, Suite 300, Bellevue, WA 98007, on its behalf and on behalf of each separate account set forth on attached Schedule A as it may be amended from time to time (the “Separate Accounts”), as issuer of variable annuities and/or variable life insurance policies funded through the Separate Accounts for distribution (the “Contracts”).
RULE 22c-2 AGREEMENT2 Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3
This Rule 22c-2 Agreement is entered into by and between Putnam Fiduciary Trust Company (“PFTC”), transfer agent, dividend-disbursing agent and shareholder servicing agent for the Fund, Putnam Retail Management Limited Partnership (“PRM”), underwriter and distributor of the Fund, and Kemper Investors Life Insurance Company (“Intermediary”).
PARTICIPATION AGREEMENT Among VAN ECK WORLDWIDE INSURANCE TRUST, VAN ECK SECURITIES CORPORATION. VAN ECK ASSOCIATES CORPORATION and KEMPER INVESTORS LIFE INSURANCE COMPANYParticipation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • New York
THIS AGREEMENT, made and entered into to be effective on , by and among KEMPER INVESTORS LIFE INSURANCE COMPANY, (hereinafter the “Company”), an Illinois corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto and incorporated herein by this reference, as such Schedule A may from time to time be amended by mutual written agreement of the parties hereto (each such account hereinafter referred to as the “Account”), and VAN ECK WORLDWIDE INSURANCE TRUST, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the “Fund”), VAN ECK SECURITIES CORPORATION (hereinafter the “Underwriter”), a Delaware corporation and VAN ECK ASSOCIATES CORPORATION (hereinafter the “Adviser”), a Delaware corporation.
Amendment No. 4 to Third-Party Insurance Administrative Services AgreementInsurance Administrative Services Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3
This Amendment No. 4 (this “Amendment”), effective as of September 7, 2004 except as noted in Section 5 below (the “Effective Date”), modifies certain terms of the Insurance Administrative Services Agreement dated September 7, 2004 as amended (the “Agreement”), by and between Kemper Investors Life Insurance Company (“Client”) and Liberty Insurance Services Corporation (“Liberty”), which later changed its name to IBM Business Transformation Outsourcing Insurance Services Corporation, a.k.a. IBM Insurance Outsourcing Services (“IIOS”), a South Carolina corporation with its principal place of business at 2000 Wade Hampton Boulevard, Greenville, South Carolina 29615.
Amendment No. 5 to Third-Party Insurance Administrative Services AgreementInsurance Administrative Services Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3
This Amendment No. 5 (this “Amendment”), effective as of June 1, 2008, following receipt of approval from the Illinois Department of Insurance, except as noted below (the “Effective Date”), modifies certain terms of the Insurance Administrative Services Agreement dated September 7, 2004 as amended (the “Agreement”), by and between Kemper Investors Life Insurance Company (“Client”), and IBM Business Transformation Outsourcing Insurance Services Corporation, (“IIOS”), a South Carolina corporation with its principal place of business at 2000 Wade Hampton Boulevard, Greenville, South Carolina 29615.
AMENDMENT NUMBER 1 TO PARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. and KEMPER INVESTORS LIFE INSURANCE COMPANYParticipation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3
WHEREAS, Kemper Investors Life Insurance Company (the “Company”), Oppenheimer Variable Account Funds (the “Fund”) and OppenheimerFunds, Inc, (the “Adviser”) are parties to a Participation Agreement dated May 1, 2003 (the “Agreement”); and
August 1st, 2008Indemnification Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3
Reference is made to an Indemnification Agreement (the “Agreement”), dated June 26, 1998, between Deutsche Investment Management Americas Inc. (formerly Scudder Kemper Investments, Inc.) (“DIMA”) and Kemper Investors Life Insurance Company (“Life Company”) related to KILICO Variable Separate Account-2, KILICO Variable Separate Account and KILICO Variable Annuity Separate Account investing in Portfolios of DWS Variable Series I (the “Fund”), formerly known as Scudder Variable Series I and Scudder Variable Life Investment Fund.
AMENDMENT NO. 2 TO THE INSURANCE ADMINISTRATIVE SERVICES AGREEMENTInsurance Administrative Services Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3
THIS AMENDMENT NO. 2 TO THE INSURANCE ADMINISTRATIVE SERVICES AGREEMENT (“the Agreement”), dated as of the sixteenth day of May, 2006 (“Amendment No. 2 effective date”) is made by and among Kemper Investors Life Insurance Company, an Illinois domiciled insurer, and IBM Business Transformation Outsourcing Insurance Services Corporation (“IBM IOS”), a South Carolina domiciled corporation.
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENTParticipation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3
THIS AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (“Amendment”) effective as of July 15, 2002, by and between KEMPER INVESTORS LIFE INSURANCE COMPANY (the “Insurance Company”) and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (the “Adviser”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
READ THIS CONTRACT CAREFULLYKILICO Variable Annuity Separate Account - 3 • August 8th, 2008 • Delaware
This Contract is a legal contract between the Contractholder and Kemper Investors Life Insurance Company (hereinafter referred to as “we”, “us” “our” and the “Company”).
Amendment to Participation AgreementParticipation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3
This Amendment, dated as of [ ], 2008, amends the Participation Agreements, as previously amended (each, an “Agreement”), among Kemper Investors Life Insurance Company (“Company”), Fidelity Distributors Corporation (“Underwriter”) and each of Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance Products Fund IV and Variable Insurance Products Fund V (each, a “Fund” and collectively, the “Funds”).
SUB-LICENSE AGREEMENTSub-License Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3 • Massachusetts
Agreement effective as of this of , 2008, by and between Fidelity Distributors Corporation (hereinafter called “Fidelity”), a corporation organized and existing under the laws of the Commonwealth of Massachusetts, with a principal place of business at 82 Devonshire Street, Boston, Massachusetts, and Kemper Investors Life Insurance Company (hereinafter called “Company”), a company organized and existing under the laws of the State of Illinois, with a principal place of business at .
AMENDMENT NO. 1 PARTICIPATION AGREEMENTParticipation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3
The Participation Agreement (the “Agreement”), dated as of April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, and Kemper Investors Life Insurance Company, an Illinois life insurance company, on behalf of itself and its separate accounts, is hereby amended as follows:
AMENDMENT NO. 3 TO THE INSURANCE ADMINISTRATIVE SERVICES AGREEMENTInsurance Administrative Services Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3
THIS AMENDMENT NO. 3 TO THE INSURANCE ADMINISTRATIVE SERVICES AGREEMENT (“the Agreement”), dated as of the twenty-third day of August 2006, (“Amendment No. 3 Effective Date”) is made by and among Kemper Investors Life Insurance Company, an Illinois domiciled insurer, and IBM Business Transformation Outsourcing Insurance Services Corporation (“IBM IOS”) formerly known as Liberty Insurance Services, a South Carolina domiciled corporation.
AMENDMENT NUMBER 2 TO PARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. and KEMPER INVESTORS LIFE INSURANCE COMPANYParticipation Agreement • August 8th, 2008 • KILICO Variable Annuity Separate Account - 3
WHEREAS, Kemper Investors Life Insurance Company (the “Company”), Oppenheimer Variable Account Funds (the “Fund”) and OppenheimerFunds, Inc. (the “Adviser”) are parties to a Participation Agreement dated May 1, 2003 (the “Agreement”); and
