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EXHIBIT (8)(b)(iii)
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SECOND AMENDMENT
TO
PARTICIPATION AGREEMENT
AMONG
AMERICAN GENERAL LIFE INSURANCE COMPANY,
AMERICAN GENERAL SECURITIES INCORPORATED,
AMERICAN GENERAL SERIES PORTFOLIO COMPANY AND
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT ("Amendment") dated as of
__________, 2000, amends the Participation Agreement dated as of February 26,
1998 (the "Agreement"), among AMERICAN GENERAL LIFE INSURANCE COMPANY (the
"Company"), on its own behalf and on behalf of each separate account of the
Company set forth on Schedule B of the Agreement (the "Account"), AMERICAN
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GENERAL SECURITIES INCORPORATED ("AGSI"), AMERICAN GENERAL SERIES PORTFOLIO
COMPANY (the "Fund"), and THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (the
"Adviser"), collectively, the "Parties." All capitalized terms not otherwise
defined in this Amendment, shall have the same meaning as ascribed in the
Agreement.
WHEREAS, from time to time, the Fund will make additional Portfolios available
to the Accounts of the Company; and
WHEREAS, the Company and the Adviser have reached an agreement to raise the
amount of the reimbursement to the Company by the Adviser of certain of the
administrative costs and expenses incurred by the Company in connection with the
servicing of owners of Contracts covered under the Agreement, who have allocated
Contract values to a Portfolio, including, but not limited to, responding by the
Company to various Contract owner inquiries regarding a Portfolio, and record
keeping relating thereto; and
WHEREAS, the parties now desire to amend the Agreement to reflect, among other
things, (i) the additional Portfolios of the Fund to be made available to the
Accounts of the Company, and (ii) the agreement of the Parties with respect to
the raising of the Adviser's reimbursement to the Company of certain of the
Company's administrative costs and expenses;
NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as
follows:
1. Schedule A to the Agreement, a revised copy of which is attached hereto is
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hereby amended to add the Small Cap Index Fund, Nasdaq-100 Index Fund and
Science & Technology Fund.
2. The Parties acknowledge that from time to time the Fund will make additional
Portfolios available to the Accounts of the Company. In this regard, the
Parties agree that the Company may, upon written notice to the other parties,
add such new Portfolios to Schedule A of the Agreement, and thereby amend
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Schedule A of the Agreement.
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3. The following new 3.2(e) paragraph is added to the Agreement:
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"3.2. Expenses.
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(e) Certain Administrative Expenses of the Company. The Adviser will
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reimburse the Company on a calendar quarterly basis, for certain of
the administrative costs and expenses incurred by the Company as a
result of operations necessitated by the beneficial ownership of
shares of the Portfolios of the Fund by owners of those Contracts
which are subject to such reimbursement as indicated on Schedule B
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hereto. Such reimbursement shall be in an amount equal to twenty-five
(25) basis points per annum of the net assets of the Funds
attributable to such Contracts. The determination of applicable assets
shall be made by averaging assets in applicable Portfolios of the Fund
as of the last Business Day of each calendar month falling within the
applicable calendar quarter. In no event shall such fee be paid by the
Fund, its shareholders or by any Contract owner."
2. Except as amended hereby, the Agreement is hereby ratified and confirmed in
all respects.
IN WITNESS WHEREOF, the Parties hereto has caused this Agreement to be executed
in its name and on its behalf by its duly authorized representative hereto as of
the date specified above.
AMERICAN GENERAL LIFE INSURANCE COMPANY, on behalf of itself and each of its
Accounts named in Schedule B hereto, as amended from time to time.
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By: ____________________________________________________________
Don M. Ward
Senior Vice President
AMERICAN GENERAL SECURITIES INCORPORATED
By: ____________________________________________________________
F. Paul Kovach, Jr.
President
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By: ____________________________________________________________
AMERICAN GENERAL SERIES PORTFOLIO COMPANY
By: ____________________________________________________________
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SCHEDULE A
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PORTFOLIOS OF AMERICAN GENERAL SERIES PORTFOLIO COMPANY
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AVAILABLE FOR PURCHASE BY AMERICAN GENERAL LIFE INSURANCE
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COMPANY UNDER THIS AGREEMENT
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(As of ________, 2000)
Fund Name Separate Account
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Asset Allocation Fund A
Capital Conservation Fund A
Government Securities Fund A
International Equities Fund D and VL-R
MidCap Index Fund A, D and VL-R
Money Market Fund A, D and VL-R
Nasdaq-100 Index Fund D and VL-R
Science & Technology Fund A, D and VL-R
Small Cap Index Fund A, D and VL-R
Social Awareness Fund A, D and VL-R
Stock Index Fund A, D and VL-R
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