SECOND AMENDMENT TO PARTICIPATION AGREEMENT Among FRED ALGER & COMPANY, INCORPORATED, THE ALGER AMERICAN FUND And GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

Exhibit (h)(xiv)(b)

SECOND AMENDMENT TO PARTICIPATION AGREEMENT

Among

XXXX XXXXX & COMPANY, INCORPORATED,

THE XXXXX AMERICAN FUND

And

GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

THIS AMENDMENT is made and entered into as of the              day of                     , 2008 between Guardian Insurance & Annuity Company, Inc. (“Company”), and Xxxx Xxxxx & Company, Inc. (“Underwriter”), a Delaware corporation, and The Xxxxx American Fund, a Massachusetts business trust (the “Fund”).

WHEREAS, the parties entered into a Participation Agreement dated August 18, 2000, as amended June 21, 2007 (the “Agreement”);

WHEREAS, the parties desire to amend the Agreement to include variable annuity policy numbers and sub-account numbers;

NOW, THEREFORE, the parties agree as follows:

1. Schedule A shall be replaced by the attached Schedule A.

2. This Amendment may be executed in counterparts, each of which shall be an original and both of which shall constitute one instrument.

IN WITNESS HEREOF, the parties hereto have executed and delivered this Amendment effective as of the date first written above.

GUARDIAN INSURANCE & ANNUITY COMPANY, INC.						XXXX XXXXX & COMPANY, INCORPORATED
By:						By:
Name:						Name:
Title:						Title:
Date:						Date:
						THE XXXXX AMERICAN FUND
						By:
						Name:
						Title:
						Date:

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SCHEDULE A

THE XXXXX AMERICAN FUND:

Xxxxx American Balanced Portfolio

Xxxxx American Growth Portfolio

Xxxxx American Income & Growth Portfolio

Xxxxx American Capital Appreciation Portfolio

Xxxxx American MidCap Growth Portfolio

Xxxxx American SmallCap Growth Portfolio

THE ACCOUNTS:

Separate Accounts

Each Separate Account established by resolution of the Board of Directors of the Company under the insurance laws of the State of Delaware to set aside and invest assets attributable to the Contracts. Currently, those Separate Accounts are as follows:

The Guardian Separate Account F

The Guardian Separate Account Q

The Guardian Separate Account R

The Guardian Separate Account N

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