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EXHIBIT 3(b)(ii)(B)(ii)
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FIRST AMENDMENT
TO
PARTICIPATION AGREEMENT
AMONG AMERICAN GENERAL LIFE INSURANCE COMPANY,
AMERICAN GENERAL SECURITIES INCORPORATED,
HOTCHKIS AND WILEY VARIABLE TRUST AND
HOTCHKIS AND WILEY
THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT ("Amendment") dated as of
November 1, 2000, amends the Participation Agreement dated as of February 26,
1998 (the "Agreement") among AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL")
AMERICAN GENERAL SECURITIES INCORPORATED ("AGSI"), HOTCHKIS AND WILEY VARIABLE
TRUST and HOTCHKIS AND WILEY (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, 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 and 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. 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.
2. Except as amended hereby, the Agreement and all subsequent Amendments to
the Agreement dated as of February 26, 1998 are hereby ratified in all
respects.
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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
By: _______________________________
AMERICAN GENERAL DISTRIBUTORS, INC.
By: _______________________________
HOTCHKIS AND WILEY VARIABLE TRUST
By: _______________________________
HOTCHKIS AND WILEY
By: _______________________________
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