SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Exhibit 8.5.2
SECOND AMENDMENT TO PARTICIPATION AGREEMENT
This SECOND AMENDMENT TO PARTICIPATION AGREEMENT dated as of , 2010, by and
among VANGUARD VARIABLE INSURANCE FUND, THE VANGUARD GROUP, INC., VANGUARD MARKETING CORPORATION
and AMERICAN FIDELITY ASSURANCE COMPANY.
WITNESSETH:
WHEREAS, the parties hereto have entered into a Participation Agreement dated as of March 30,
2005, as amended (the “Participation Agreement”), pursuant to which the Sponsor has agreed to make
shares of certain Portfolios of the Fund available for purchase and redemption by certain Accounts
of the Company in connection with the Company’s Variable Insurance Products; and
WHEREAS, the parties desire to modify the Participation Agreement in certain respects;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms in this Amendment
shall have the meanings assigned in the Participation Agreement.
2. Amendment of Participation Agreement. The Participation Agreement is hereby
amended by replacing Schedule B to the Participation Agreement with Schedule B attached to this
Amendment.
3. No Other Modifications. Except as specifically modified hereby, the Participation
Agreement remains in full force and effect. If this Amendment conflicts in any way with the terms
of the Participation Agreement, the terms of this Amendment shall control.
4. Counterparts. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and the same instrument.
This Amendment shall become binding when any two or more counterparts thereof, individually or
taken together, bear the signatures of all parties hereto. For the purposes hereof, a facsimile
copy of this Amendment, including the signature pages hereto, shall be deemed an original.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed on
their behalf by their duly authorized officers as of the day and year first above written.
| VANGUARD VARIABLE INSURANCE FUND | ||||
By: |
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Name: |
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Title: |
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| THE VANGUARD GROUP, INC. | ||||
By: |
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Name: |
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Title: |
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| VANGUARD MARKETING CORPORATION | ||||
By: |
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Name: |
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Title: |
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| AMERICAN FIDELITY ASSURANCE COMPANY | ||||
By: |
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Name: |
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Title: |
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SCHEDULE B
PORTFOLIOS
The following portfolios of the Vanguard Variable Insurance Fund shall be made available as
investments underlying the Variable Insurance Products:
VVIF Total Bond Market Index Portfolio (#0257)
VVIF Balanced Portfolio (#0106)
VVIF Capital Growth Portfolio (#0277)
VVIF Small Company Growth Portfolio (#0161)
XXXX XXXXX VVIF AMDT 2
