PARTICIPATION AGREEMENT



                                     AMONG



                         MFS VARIABLE INSURANCE TRUST,





                  LIFE INVESTORS INSURANCE COMPANY OF AMERICA





                                      AND



                    MASSACHUSETTS FINANCIAL SERVICES COMPANY





         THIS AGREEMENT, made and entered into this 31st day of January 2002,

by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the

"Trust"), LIFE INVESTORS INSURANCE COMPANY OF AMERICA, an Iowa corporation (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"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a

Delaware corporation ("MFS").



         WHEREAS, the Trust is registered as an open-end management investment

company under the Investment Company Act of 1940, as amended (the "1940 Act"),

and its shares are registered or will be registered under the Securities Act of

1933, as amended (the "1933 Act");



         WHEREAS, shares of beneficial interest of the Trust are divided into

several series of shares, each representing the interests in a particular

managed pool of securities and other assets;



         WHEREAS, certain series of shares of the Trust are divided into two

separate share classes, an Initial Class and a Service Class, and the Trust on

behalf of the Service Class has adopted a Rule 12b-1 plan under the 1940 Act

pursuant to which the Service Class pays a distribution fee;



         WHEREAS, the series of shares of the Trust (each, a "Portfolio," and,

collectively, the "Portfolios") and the classes of shares of those Portfolios

(the "Shares") offered by the Trust to the Company and the Accounts are set

forth on Schedule A attached hereto;



         WHEREAS, MFS is duly registered as an investment adviser under the

Investment Advisers Act of 1940, as amended, and any applicable state

securities law, and is the Trust's investment adviser;



         WHEREAS, the Company will issue certain variable annuity and/or

variable life insurance contracts (individually, the "Policy" or, collectively,

the "Policies") which, if required by applicable law, will be registered under

the 1933 Act;



         WHEREAS, the Accounts are duly organized, validly existing segregated

asset accounts, established by resolution of the Board of Directors of the

Company, to set aside and invest assets attributable to the aforesaid variable

annuity and/or variable life insurance contracts that are allocated to the

Accounts (the Policies and the Accounts covered by this Agreement, and each

corresponding Portfolio





{PAGE}





covered by this Agreement in which the Accounts invest, is specified in

Schedule A attached hereto as may be modified from time to time);



         WHEREAS, the Company has registered or will register the Accounts as

unit investment trusts under the 1940 Act (unless exempt therefrom);



         WHEREAS, MFS Fund Distributors, Inc. (the "Underwriter") is registered

as a broker-dealer with the Securities and Exchange Commission (the "SEC")

under the Securities Exchange Act of 1934, as amended (hereinafter the "1934

Act"), and is a member in good standing of the National Association of

Securities Dealers, Inc. (the "NASD");



         WHEREAS, AFSG SECURITIES CORPORATION, the underwriter for the

individual variable annuity and the variable life policies, is registered as a

broker-dealer with the SEC under the 1934 Act and is a member in good standing

of the NASD; and



         WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase the Shares of the Portfolios as

specified in Schedule A attached hereto on behalf of the Accounts to fund the

Policies, and the Trust intends to sell such Shares to the Accounts at net

asset value;



         NOW, THEREFORE, in consideration of their mutual promises, the Trust,

MFS, and the Company agree as follows:





ARTICLE I.        SALE OF TRUST SHARES



         1.1.     The Trust agrees to sell to the Company those Shares which

         the Accounts order (based on orders placed by Policy holders prior to

         the close of regular trading on the New York Stock Exchange, Inc. (the

         "NYSE") on that Business Day, as defined below) and which are

         available for purchase by such Accounts, executing such orders on a

         daily basis at the net asset value next computed after receipt by the

         Trust or its designee of the order for the Shares. For purposes of

         this Section 1.1, the Company shall be the designee of the Trust for

         receipt of such orders from Policy owners and receipt by such designee

         shall constitute receipt by the Trust; provided that the Trust

         receives notice of such orders by 9:30 a.m. New York time on the next

         following Business Day. "Business Day" shall mean any day on which the

         NYSE is open for trading and on which the Trust calculates its net

         asset value pursuant to the rules of the SEC.



         1.2.     The Trust agrees to make the Shares available indefinitely

         for purchase at the applicable net asset value per share by the

         Company and the Accounts on those days on which the Trust calculates

         its net asset value pursuant to rules of the SEC and the Trust shall

         calculate such net asset value on each day which the NYSE is open for

         trading. Notwithstanding the foregoing, the Board of Trustees of the

         Trust (the "Board") may refuse to sell any Shares to the Company and

         the Accounts, or suspend or terminate the offering of the Shares if

         such action is required by law or by regulatory authorities having

         jurisdiction or is, in the sole discretion of the Board acting in good

         faith and in light of its fiduciary duties under federal and any

         applicable state laws, necessary in the best interest of the

         Shareholders of such Portfolio.



         1.3.     The Trust and MFS agree that the Shares will be sold only to

         insurance companies which have entered into participation agreements

         with the Trust and MFS (the "Participating Insurance Companies") and

         their separate accounts, qualified pension and retirement plans and

         MFS or its





                                      -2-

{PAGE}





         affiliates. The Trust and MFS will not sell Trust shares to any

         insurance company or separate account unless an agreement containing

         provisions substantially the same as Articles III and VII of this

         Agreement is in effect to govern such sales. The Company will not

         resell the Shares except to the Trust or its agents.



         1.4.     The Trust agrees to redeem for cash, on the Company's

         request, any full or fractional Shares held by the Accounts (based on

         orders placed by Policy owners prior to the close of regular trading

         on the NYSE on that Business Day), executing such requests on a daily

         basis at the net asset value next computed after receipt by the Trust

         or its designee of the request for redemption. For purposes of this

         Section 1.4, the Company shall be the designee of the Trust for

         receipt of requests for redemption from Policy owners and receipt by

         such designee shall constitute receipt by the Trust; provided that the

         Trust receives notice of such request for redemption by 9:30 a.m. New

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC