EX-8.(X)(II) 12 e31125ex_8xii.txt FORM OF AMENDMENT Exhibit 8(x)(ii) AMENDMENT TO FUND PARTICIPATION AGREEMENT AMONG ALLIANCEBERNSTEIN L.P., ALLIANCEBERNSTEIN INVESTMENTS, INC., JEFFERSON NATIONAL SECURITIES CORPORATION and JEFFERSON NATIONAL LIFE INSURANCE COMPANY For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Fund Participation Agreement for Class A Shares among the above referenced parties, dated May 1, 2006, as amended (the "Agreement"), as follows: 1. The first "Wheras" clause is hereby amended to include a reference to File No. 333-124048. 2. All other terms of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative effective as of May 1, 2008. ALLIANCEBERNSTEIN L.P. By: _____________________________________ Name: Title: ALLIANCEBERNSTEIN INVESTMENTS, INC. By: _____________________________________ Name Title Page 1 of 2 JEFFERSON NATIONAL SECURITIES CORPORATION By: _____________________________________ Name: Craig A. Hawley Title: General Counsel & Secretary JEFFERSON NATIONAL LIFE INSURANCE COMPANY By: _____________________________________ Name: Craig A. Hawley Title: General Counsel and Secretary Page 2 of 2 AMENDMENT TO FUND PARTICIPATION AGREEMENT THIS PARTICIPATION AGREEMENT AMENDMENT is made and entered into as of March 8, 2008 by and among Jefferson National Securities Corporation (Contracts Distributor), Jefferson National Life Insurance Company ("Insurer"), AllianceBernstein L.P. (formerly, Alliance Capital Management L.P.) ("Adviser") and AllianceBernstein Investments, Inc. (formerly, AllianceBernstein Investment Research and Management, Inc.) ("Distributor"). WHEREAS, the parties have entered into a Participation Agreement for Class B Shares dated as of May 1, 2006, (the "Agreement"); and WHEREAS, the parties now desire to amend that Agreement as follows: 1. Schedule A of the Agreement is updated to include the list of available Portfolios as attached. 2. The first "Whereas" clause of the Agreement is hereby amended to include File No. 333-124048. 3. All other terms of the Agreement shall remain in full force and effect. NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein, the parties hereby amend the Agreement as reflected above. IN WITNESS WHEREOF, the undersigned authorized representatives have executed this Participation Agreement Amendment as of the date set forth above. Jefferson National Life AllianceBernstein L.P. Insurance Company By:____________________________ By:____________________________ Name: Craig A. Hawley Name: Title: General Counsel & Secretary Title: Jefferson National Securities AllianceBernstein Investments, Corporation Inc. By: ______________________ By:____________________________ Name: Craig A. Hawley Name: Title: General Counsel & Secretary Title: SCHEDULE A ---------- Effective as of March 1, 2008 PORTFOLIOS AVAILABLE UNDER THE CONTRACTS ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. AllianceBernstein Small/Mid-Cap Value Portfolio - Class B AllianceBernstein International Value Portfolio - Class B AllianceBernstein International Growth Portfolio - Class B AllianceBernstein Small Cap Growth Portfolio - Class B