AMENDMENT NUMBER 2 TO PARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. and KEMPER INVESTORS LIFE INSURANCE COMPANY

EXHIBIT 8.12(c)

AMENDMENT NUMBER 2

TO PARTICIPATION AGREEMENT

Among

XXXXXXXXXXX VARIABLE ACCOUNT FUNDS,

OPPENHEIMERFUNDS, INC.

and

XXXXXX INVESTORS LIFE INSURANCE COMPANY

WHEREAS, Xxxxxx Investors Life Insurance Company (the “Company”), Xxxxxxxxxxx Variable Account Funds (the “Fund”) and OppenheimerFunds, Inc. (the “Adviser”) are parties to a Participation Agreement dated May 1, 2003 (the “Agreement”); and

WHEREAS, the parties have previously amended the Agreement by entering into Amendment Number 1, last dated May 14, 2004; and

WHEREAS, the parties wish to further amend the Agreement by deleting existing Schedules 1 and 2 and replacing them with Schedules 1 and 2 attached hereto; and

WHEREAS, the parties also wish to amend Article IX of the Agreement; and

WHEREAS, capitalized terms used but not defined herein, shall have the meaning given them in the Agreement; and

WHEREAS, all other terms of the Agreement, as heretofore amended, shall remain in full force and effect;

NOW, THEREFORE, the parties agree as follows:

1. To delete Schedule 1 attached to the Agreement and replace it with Schedule 1 attached hereto.

2. To delete Schedule 2 attached to the Agreement and replace it with Schedule 2 attached hereto.

[Remainder of page intentionally blank]

3. The notice address contained in Article IX of the Agreement for the Company is hereby revised to read as follows:

“If to the Company:

Xxxxxx Investors Life Insurance Company

00000 XX 00^xx Xxxxx, Xxxxx 000

Xxxxxxxx, XX 00000

Attn: General Counsel”

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment Number 2 to be executed in its name and on its behalf by its duly authorized representative.

XXXXXX INVESTORS LIFE INSURANCE COMPANY By its authorized officer				Xxxxxxxxxxx Variable Account Funds By its authorized officer
By:				By:
Title:				Title:
Date:				Date:
				OppenheimerFunds, Inc.
				By its authorized officer
				By:
				Title:
				Date:

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SCHEDULE 1

(as amended                     , 2008)

Separate Accounts		Products
KILICO Variable Annuity Separate Account		Xxxxxx Advantage III
		Zurich Preferred
		Zurich Preferred Plus
		Zurich Archway
KILICO Variable Annuity Separate Account – 3		Global Advantage Series

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SCHEDULE 2

(as amended                     , 2008)

Portfolios of Xxxxxxxxxxx Variable Account Funds shown below do not include service class shares unless expressly indicated:

Xxxxxxxxxxx Capital Appreciation Fund/VA: Service Shares

Xxxxxxxxxxx Core Bond Fund/VA: Service Shares

Xxxxxxxxxxx Global Securities Fund/VA: Service Shares

Xxxxxxxxxxx High Income Fund/VA: Service Shares

Xxxxxxxxxxx Main Street Fund/VA: Service Shares

Xxxxxxxxxxx Main Street Small Cap Fund/VA: Service Shares

Xxxxxxxxxxx MidCap Fund/VA: Service Shares (formerly known as Xxxxxxxxxxx Aggressive Growth Fund/VA)

Xxxxxxxxxxx Strategic Bond Fund/VA: Service Shares

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