Exhibit (8)(qq)
AMENDMENT NO. 10 TO PARTICIPATION AGREEMENT
BETWEEN ALLIANCE CAPITAL MANAGEMENT, L.P., ALLIANCEBERNSTEIN
INVESTMENT RESEARCH AND MANAGEMENT, INC. AND XXXXXXX
XXXXX LIFE INSURANCE COMPANY
THIS AMENDMENT, effective as of May 1, 2007, by and among Alliance Capital
Management L.P., a Delaware limited partnership (the "Adviser),
AllianceBernstein Investment Research and Management, Inc., a Delaware
corporation (the "Underwriter") and Xxxxxxx Xxxxx Life Insurance Company, an
Arkansas life insurance company (the "Company");
WITNESSETH:
WHEREAS, the Adviser, the Underwriter and the Company heretofore entered
into a Participation Agreement dated December 12, 1996, as amended (the
"Agreement"), with regard to separate accounts established for variable life
insurance and/or variable annuity contracts offered by the Company; and
WHEREAS, the Adviser, the Underwriter and the Company desire to amend
Schedule A to the Agreement in accordance with the terms of the Agreement.
NOW, THEREFORE, in consideration of the above premises, the Adviser, 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. Section 9. Notices. 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 Adviser, 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.
ALLIANCE CAPITAL MANAGEMENT XXXXXXX XXXXX LIFE INSURANCE
L.P. COMPANY
By: By:
--------------------------------- ------------------------------------
Name: Name: Xxxxxx Xxxxxxxxx
------------------------------- Title: Vice President & Senior Counsel
Title: Date:
------------------------------ ----------------------------------
Date:
------------------------------
ALLIANCEBERNSTEIN INVESTMENT RESEARCH
AND MANAGEMENT, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Date:
-------------------------------
Schedule A
FUNDS AVAILABLE UNDER THE CONTRACTS
AllianceBernstein Variable Products Series Fund, Inc.
AllianceBernstein VPS Growth and Income Portfolio
AllianceBernstein VPS Premier Growth Portfolio
AllianceBernstein VPS Technology Portfolio
AllianceBernstein VPS Small Cap Value Portfolio
AllianceBernstein VPS Value Portfolio
AllianceBernstein VPS International Value Portfolio
SEPARATE ACCOUNTS UTILIZING THE FUNDS
Xxxxxxx Xxxxx Life Variable Annuity Separate Account A
Xxxxxxx Xxxxx Variable Life Separate Account
Xxxxxxx Xxxxx Life Variable Life Separate Account II
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
Xxxxxxx Xxxxx Retirement Plus
Forms ML-VA-001 and ML-VA-002
Xxxxxxx Xxxxx Retirement Power
Form ML-VA-003
Xxxxxxx Xxxxx Retirement Optimizer
Form ML-VA-004
Xxxxxxx Xxxxx Legacy Power
Form MSPOO
Xxxxxxx Xxxxx Investor Choice(SM) Annuity
ML-VA-010
Xxxxxxx Xxxxx Prime Plans, I, II, II, IV, V, VI, 7
Xxxxxxx Xxxxx Prime Plan Investor
Xxxxxxx Xxxxx Investor Life
Xxxxxxx Xxxxx Investor Life Plus
Xxxxxxx Xxxxx Estate Investor I
Xxxxxxx Xxxxx Estate Investor II
Directed Life, Directed Life 2
As of May 1, 2007
