EXHIBIT (8)(MM)
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
BETWEEN ALLIANCE GLOBAL INVESTOR SERVICES, INC., ALLIANCEBERNSTEIN
INVESTMENT RESEARCH AND MANAGEMENT, INC. AND
XXXXXXX XXXXX LIFE INSURANCE COMPANY
THIS AMENDMENT, effective as of the 1st day of May, 2007, by and among
Alliance Global Investor Services, Inc. a Delaware company (the "Transfer
Agent"), AllianceBernstein Investment Research and Management, Inc., a Delaware
company, (the "Underwriter") and Xxxxxxx Xxxxx Life Insurance Company, an
Arkansas life insurance company (the "Company");
WITNESSETH:
WHEREAS, the Transfer Agent, the Underwriter and the Company heretofore
entered into a Participation Agreement dated September 16, 2002, (the
"Agreement"), with regard to separate accounts established for variable life
insurance and/or variable annuity contracts offered by the Company; and
WHEREAS, the Transfer Agent, the Underwriter and the Company desire to
amend Schedule B to the Agreement in accordance with the terms of the Agreement.
NOW, THEREFORE, in consideration of the above premises, the Transfer Agent,
the Underwriter and the Company hereby agree:
1. Amendment. Schedule B to this Agreement is amended in its entirety and
is replaced by the Schedule B attached hereto.
2. Notices. Article X Notices. is amended to read as follows:
If to the Company: Xxxxx X. Xxxxxxxx, Esq.
Senior Vice President and General Counsel
Xxxxxxx Xxxxx Life Insurance Company
0000 Xxxxxxx Xxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000
3. Effectiveness. This amended Agreement shall be effective as the date
hereof.
4. Continuation. Except as set forth above, the Agreement shall remain in
full force and effective in accordance with its terms.
5. 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 Transfer Agent, 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 GLOBAL INVESTOR XXXXXXX XXXXX LIFE INSURANCE COMPANY
SERVICES, INC.
By: By:
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Name: Name:
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Title: Title:
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Date: Date:
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ALLIANCEBERSTEIN INVESTMENT RESEARCH
AND MANAGEMENT, INC.
By:
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Name:
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Title:
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Date:
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SCHEDULE B
DESIGNATED PORTFOLIOS AND CLASS
AllianceBernstein Growth and Income Fund, Inc. Class A
AllianceBernstein International Value Class A
AllianceBernstein Large Cap Growth Fund, Inc. Class A
AllianceBernstein Small/Mid Cap Value Fund, Inc. Class A
AllianceBernstein Value Fund, Inc. Class A
As of May 1, 2007
