AMENDMENT TO
PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into as of July 22, 1999 ("Agreement"),
by and among Xxxxxxx Xxxxx Life Insurance Company, an Arkansas life insurance
company ("Insurer"); Alliance Capital Management L.P., a Delaware limited
partnership ("Adviser"), the investment adviser of the Fund referred to below;
and Alliance Fund Distributors, Inc., a Delaware corporation ("Distributor"),
the Fund's principal underwriter (collectively, the "Parties"),
WITNESSETH THAT:
WHEREAS Insurer, the Distributor, and the Adviser have entered into a
Participation Agreement, (the "Participation Agreement") dated as of December
12, 1996, whereby shares of investment portfolios of Alliance Variable Products
Series Fund, Inc. (the "Fund") are made available to serve as the underlying
investment medium for variable annuity contracts of Insurer (the "Contracts");
and
WHEREAS, as of May 1, 1997 Schedule A of the Participation Agreement was
amended to provide for the contribution to the Fund of amounts attributable to
variable life insurance policies (the "Policies") of Insurer; and
WHEREAS, as of June 5, 1998 Schedule A of the Participation Agreement was
amended to make shares of an additional investment portfolio of the fund
available to serve as the underlying investment medium for the Contracts; and
WHEREAS, the Parties now desire to amend Schedule A of the Participation
Agreement to make shares of an additional investment portfolio of the Fund
available to serve as the underlying investment medium for the Policies.
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein, the Parties hereby amend Schedule A of the Participation
Agreement as reflected in the attached schedule to this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in
their names and on their behalf by and through their duly authorized officers
signing below.
XXXXXXX XXXXX LIFE INSURANCE COMPANY
By /s/ Xxxxx X. Xxxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President, General Counsel &
Secretary
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital ManagementCorporation,
its General Partner
By /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: President and Chief Operating Officer
ALLIANCE FUND DISTRIBUTORS, INC.
By /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Senior Vice President & General Counsel
As of July 22, 1999
SCHEDULE A
ACCOUNTS, POLICIES AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
--------------------------------------
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NAME OF SEPARATE
ACCOUNT AND DATE CONTRACTS/POLICIES FUNDED PORTFOLIOS
ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT APPLICABLE TO POLICIES
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XXXXXXX XXXXX LIFE VARIABLE
ANNUITY SEPARATE XXXXXXX XXXXX PREMIER GROWTH PORTFOLIO
ACCOUNT A RETIREMENT PLUS
(8/6/91) QUASAR PORTFOLIO
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XXXXXXX XXXXX VARIABLE XXXXXXX XXXXX PREMIER GROWTH PORTFOLIO
LIFE SEPARATE ACCOUNT INVESTOR LIFE
(11/19/90) QUASAR PORTFOLIO
XXXXXXX XXXXX
INVESTOR LIFE PLUS
XXXXXXX XXXXX
ESTATE INVESTOR I
XXXXXXX XXXXX
ESTATE INVESTOR II
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XXXXXXX XXXXX LIFE PRIME PLAN V, VI, 7 PREMIER GROWTH PORTFOLIO
VARIABLE LIFE
SEPARATE ACCOUNT II PRIME PLAN INVESTOR QUASAR PORTFOLIO
(11/19/90)
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