0001193125-11-111532 Sample Contracts

FORM OF PARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. and THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC
Participation Agreement • April 27th, 2011 • Guardian Separate Acct N of the Guardian Ins & Annuity Co • New York

THIS AGREEMENT (the “Agreement”), made and entered into as of the 1st day of January, 2009 by and among The Guardian Insurance & Annuity Company, Inc. (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 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”).

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PARTICIPATION AGREEMENT among LEGG MASON PARTNERS VARIABLE EQUITY TRUST, LEGG MASON PARTNERS VARIABLE INCOME TRUST, LEGG MASON INVESTOR SERVICES, LLC, LEGG MASON PARTNERS FUND ADVISOR, LLC and THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
Participation Agreement • April 27th, 2011 • Guardian Separate Acct N of the Guardian Ins & Annuity Co • New York

THIS AGREEMENT, made and entered into this 11th day of April, 2011 by and among The Guardian Insurance & Annuity Company, Inc., a Delaware corporation (the “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 such account hereinafter referred to as the “Account”), and Legg Mason Partners Variable Equity Trust, a Maryland Corporation and Legg Mason Partners Variable Income Trust, a Maryland Corporation (each a “Fund”, collectively the “Funds”), Legg Mason Investor Services, LLC, a Maryland limited liability company (the “Distributor”), and Legg Mason Partners Fund Advisor, LLC, a Maryland limited liability company (the “Adviser”).

PARTICIPATION AGREEMENT The Guardian Insurance & Annuity Company, Inc.
Participation Agreement • April 27th, 2011 • Guardian Separate Acct N of the Guardian Ins & Annuity Co • Delaware

This Participation Agreement (“Agreement”), dated as of the 1st day of June, 2010, is made by and between THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. (“Company”), on behalf of itself and each of the separate accounts identified on Exhibit A, which is attached hereto, as the parties hereto may amend from time to time (“Variable Accounts”), WADDELL & REED, INC. (“W&R”), distributor for Ivy Funds Variable Insurance Portfolios, Inc., and IVY FUNDS VARIABLE INSURANCE PORTFOLIOS (“Ivy Funds VIP”).

Amendment No. 3 to Shareholder Services Agreement
Shareholder Services Agreement • April 27th, 2011 • Guardian Separate Acct N of the Guardian Ins & Annuity Co

This Amendment is made as of the 28th day of May, 2009, by and among The Guardian Insurance & Annuity Company, Inc. (the “Company”), American Century Variable Portfolios, Inc. (“ACVP”), American Century Variable Portfolios II, Inc. (“ACVPII”) and American Century Investment Management, Inc. (“ACIM”).

AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. and THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
Participation Agreement • April 27th, 2011 • Guardian Separate Acct N of the Guardian Ins & Annuity Co

THIS AMENDMENT NO 1. to the PARTICIPATION AGREEMENT (the “Agreement”), dated January 1, 2009, by and among Oppenheimer Variable Account Funds, Oppenheimer Funds, Inc., and The Guardian Insurance & Annuity Company Inc. is effective June 1, 2010.

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