Contract

(h)(xxiii)(c)

THIRD AMENDMENT TO PARTICIPATION AGREEMENT

This Third Amendment to the Participation Agreement dated May 1 8, 2012, as amended April 30, 2013 and May 4, 2015 (the “Agreement”), is effective as of March 18^th, 2016, by and among XXXXXX VARIABLE TRUST, XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP and THE GUARDIAN INSURANCE & ANNUITY CO., INC.

AMENDMENT

For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

1. Schedule A of the Agreement shall be deleted and replaced with the attached Schedule A.

2. All other terms of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Amendment as of the date written above.

THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
By its authorized officer:
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		XX
XXXXXX VARIABLE TRUST
By its authorized officer:
By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Treasurer of the Funds
XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP
By its authorized officer:
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Head of Relationship Management

Schedule A

Separate Accounts

Separate Account		Contracts Funded by Separate Account
Separate Account N		Executive Benefits VUL
		Flexible Solutions VUL
		Flexible Solutions VUL Gold Series
		Flexible Solutions VUL III
Separate Account R		The Guardian Investor Asset Builder Variable Annuity
		The Guardian Investor Variable Annuity B Series
		The Guardian Investor Variable Annuity L Series
		Guardian Investor II Variable Annuity B & L Series
		Guardian Investor ProFreedom Variable Annuity (B Share)
		Guardian Investor ProFreedom Variable Annuity (I Share)
		Guardian Investor ProFreedom Variable Annuity (C Share)