<PAGE>
EXHIBIT 8(g)(ii)
FOURTH AMENDMENT
TO
PARTICIPATION AGREEMENT
AMONG AMERICAN GENERAL LIFE INSURANCE COMPANY,
AMERICAN GENERAL SECURITIES INCORPORATED,
SAFECO RESOURCE SERIES TRUST, AND
SAFECO SECURITIES, INC.
THIS FOURTH AMENDMENT TO PARTICIPATION AGREEMENT (Amendment") dated as of
November 1, 2000, amends the Participation Agreement dated as of April 1, 1998
(the "Agreement") among AMERICAN GENERAL LIFE INSURANCE COMPANY (AAGL") on its
own behalf and on behalf of each separate account of AGL (each a "Separate
Account") set forth on Schedule A of the Agreement attached hereto and
incorporated herein (as same may be amended from time to time) ("Schedule A"),
AMERICAN GENERAL SECURITIES INCORPORATED ("AGSI"), SAFECO RESOURCE SERIES TRUST
(the "Fund") and SAFECO SECURITIES, INC. (the "Distributor"), (collectively, the
"Parties"). All capitalized terms not otherwise defined in this Amendment,
shall have the same meaning as ascribed in the Agreement.
WITNESSETH THAT:
WHEREAS, the Parties desire to amend the Agreement to add to Schedule A of the
Agreement the Contracts of the Company relating to the Company's Platinum
Investor III Life Insurance Policies ("Platinum Investor III Policies");
WHEREAS, American General Distributors, Inc. ("AGDI") is a Delaware corporation
and is registered as a broker-dealer under the 1934 Act and under any
appropriate regulatory requirements of state law, and is a member in good
standing of the NASD, and is an affiliate of AGSI an AGL;
WHEREAS, AGL and AGDI have entered into a Distribution Agreement, dated
November 1, 2000, which sets forth AGDI's duties as distributor of the Contracts
and replaces the Distribution Agreement between AGL and AGSI; and
WHEREAS, AGSI desires that AGDI replace AGSI as a party to the Agreement.
NOW, THEREFORE, in consideration of the mutual benefits and promises contained
herein, the parties agree as follows:
1. The Agreement shall be amended to add the Platinum Investor III Policies to
Schedule A in the form attached hereto and incorporated herein.
2. Effective on the date of the Distribution Agreement between AGL and AGDI,
indicated herein, AGDI will replace AGSI as a party to the Agreement. All
the duties and responsibilities of AGSI shall become the duties and
responsibilities of AGDI.
Page 1 of 2 Pages
<PAGE>
3. Except as amended hereby, the Agreement and all subsequent Amendments to the
Agreement dated as of April 1, 1998 are hereby ratified in all respects.
IN WITNESS WHEREOF, the Parties hereto have 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
Separate Accounts named in Schedule A hereto, as amended from time to time.
By:__________________________
AMERICAN GENERAL DISTRIBUTORS, INC.
By:__________________________
SAFECO RESOURCE SERIES TRUST
By:__________________________
SAFECO SECURITIES, INC.
By:__________________________
Page 2 of 2 Pages
<PAGE>
SCHEDULE A
POLICIES AND SEPARATE ACCOUNTS
(As of November 1, 2000)
<TABLE>
<CAPTION>
<C> <S>
Name of Separate Accounts and Registration Numbers and Names of Policies Funded by
Date Established by Board of Directors Separate Accounts
Registration Nos. Name of Contact
(if available)
1. American General Life Insurance Company 333-42567 Platinum Investor I and
Separate Account VL-R 811-08561 Platinum Investor II Variable Life
Insurance Policies (Contract Form
Nos. 97600 and 97610)
333-80191 Corporate America-Variable
811-08561 Life Insurance Policies
(Contract Form No. 99301)
333-90787 Platinum Investor Survivor
811-08561 Variable Life Insurance Policies
(Contract Form No. 99206)
333-43264 Platinum Investor III
811-08561 Flexible Premium Variable
Life Insurance Policy
(Contract Form No. 00600)
2. American General Life Insurance Company 333-70667 Platinum Investor Variable
Separate Account D 811-02441 Annuity Contract (Contract Form
No. 98202)
</TABLE>
