EXHIBIT (8)(AAA)
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
BETWEEN XXXXX XXXXX VARIABLE TRUST, XXXXX XXXXX DISTRIBUTORS, INC. AND
XXXXXXX XXXXX LIFE INSURANCE COMPANY
THIS AMENDMENT, effective as of May 1, 2007, by and among Xxxxx Xxxxx
Variable Trust, a Massachusetts business trust, (the "Trust"), Xxxxx Xxxxx
Distributors, Inc. (the "Underwriter"), a Massachusetts company and Xxxxxxx
Xxxxx Life Insurance Company, an Arkansas life insurance company (the
"Company");
WITNESSETH:
WHEREAS, the Trust, the Underwriter and the Company heretofore entered into
a Participation Agreement dated March 1, 2005, (the "Agreement"), with regard to
separate accounts established for variable life insurance and/or variable
annuity contracts offered by the Company; and
WHEREAS, the Trust, the Underwriter, and the Company desire to amend
Schedule A and Article XI. Notices, to the Agreement in accordance with the
terms of the Agreement.
NOW, THEREFORE, in consideration of the above premises, the Trust, the
Underwriter and the Company hereby agree:
1. Amendment.
(a) Schedule A to the Agreement is amended in its entirety and is
replaced by the Schedule A attached hereto;
(b) Article XI of the Agreement is hereby amended as follows:
If to the Company: Xxxxx X. Xxxxxxxx, Esquire
Senior Vice President & General Counsel
1700 Xxxxxxx Xxxxx Drive, 3rd Floor
Xxxxxxxxxx, New Jersey 08534
2. Effectiveness. The Amendment to the Agreement shall be effective as of
the date first above written.
3. Continuation. Except as set forth above, the Agreement shall remain in
full force and effective in accordance with its terms.
4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original.
(Signatures located on following page)
IN WITNESS WHEREOF, the Trust, the Underwriter and the Company have caused
the Amendment to be executed by their duly authorized officers effective as of
the day and year first above written.
XXXXX XXXXX VARIABLE TRUST XXXXXXX XXXXX LIFE INSURANCE COMPANY
By: By:
--------------------------------- ------------------------------------
Name: Name: Xxxxxx Xxxxxxxxx
------------------------------- Title: Vice President & Senior Counsel
Title:
------------------------------ Date:
Date: ----------------------------------
-------------------------------
XXXXX XXXXX DISTRIBUTORS, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Date:
-------------------------------
Schedule A
FUNDS AVAILABLE UNDER THE CONTRACTS
Xxxxx Xxxxx VT Floating Rate Income Fund
Xxxxx Xxxxx VT Large Cap Value Fund
SEPARATE ACCOUNTS UTILIZING THE FUNDS
Xxxxxxx Xxxxx Life Variable Annuity Separate Account A
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
Xxxxxxx Xxxxx Investor Choice(SM) Annuity
ML-VA-010
As of May 1, 2007
