AMENDMENT NO. 1 TO
PARTICIPATION AGREEMENT
The Participation Agreement dated August 1, 2007 by and among XXXXXXX XXXXX
TRUST, a statutory trust formed under the laws of Delaware (the "Trust"),
XXXXXXX, SACHS & CO., a New York limited partnership (the "Distributor"), and
COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY, a Massachusetts life insurance
company (the "Company"), is hereby amended effective May 15, 2009, as follows:
1. Schedule 1 of the Participation Agreement is hereby deleted in its entirety
and replaced with the Schedule 1 attached hereto.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 1
to the Participation Agreement to be executed in its name and behalf by its duly
authorized officer on the date specified below.
XXXXXXX XXXXX TRUST
(Trust)
Date: By:
----------------------------------------------
Name:
Title:
XXXXXXX, SACHS & CO.
(Distributor)
Date: By:
----------------------------------------------
Name: Xxxxx X. XxXxxxxx
Title: Managing Director
COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY
(Company)
Date: 5/11/09 By: /s/ Xxxxxxx X Xxxxxxx
----------------------------------------------
Name: Xxxxxxx X Xxxxxxx
Title: President and CEO
SCHEDULE 1
SCHEDULE 1A
SCHEDULE 1
SEPARATE ACCOUNTS AND VARIABLE PRODUCTS
VARIABLE ANNUITY PRODUCTS
2