<PAGE> 1
EXHIBIT 8(Vii)(B)
FIRST AMENDMENT
TO
PARTICIPATION AGREEMENT
AMONG
AMERICAN GENERAL ANNUITY INSURANCE COMPANY,
AMERICAN GENERAL SERIES PORTFOLIO COMPANY AND
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT ("Amendment") dated as of
November 15, 2000, amends the Participation Agreement dated as of August 2, 1999
(the "Agreement"), among AMERICAN GENERAL ANNUITY 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
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, American General Series Portfolio Company has changed its name to North
American Funds Variable Product Series I ("NAF I");
NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as
follows:
1. All references to American General Series Portfolio Company and AGSPC
shall be changed to North American Funds Variable Product Series I and
NAF I, respectively.
2. Schedule A to the Agreement, a revised copy of which is attached
hereto is hereby amended.
3. 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 Schedule A of the Agreement.
4. Except as amended herein, the Agreement is hereby ratified and
confirmed in all respects.
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IN WITNESS WHEREOF, each of 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 ANNUITY INSURANCE COMPANY on behalf of itself and each
of its Accounts named in Schedule B hereto, as amended from time to
time.
By:
------------------------------------------
Name:
Title:
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:
------------------------------------------
Name:
Title:
NORTH AMERICAN FUNDS VARIABLE PRODUCT SERIES I
By:
------------------------------------------
Name:
Title:
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SCHEDULE A
PORTFOLIOS OF AMERICAN GENERAL SERIES PORTFOLIO COMPANY
AVAILABLE FOR
PURCHASE BY AMERICAN GENERAL ANNUITY
INSURANCE COMPANY UNDER THIS AGREEMENT
<TABLE>
<CAPTION>
FUND NAME SEPARATE ACCOUNT
--------- ----------------
<S> <C>
North American- AG Asset Allocation Fund A.G. Separate Account A
North American- AG Capital Conservation Fund
North American- AG Government Securities Fund
North American- AG Growth & Income Fund
North American- AG International Equities Fund
North American- AG International Government Bond Fund
North American- AG MidCap Index Fund
North American- AG 1 Money Market Fund
North American- T. Rowe Price Science & Technology Fund
North American- AG Small Cap Index Fund
North American- AG Social Awareness Fund
North American- AG Stock Index Fund
North American Core Equity Fund
North American- American Century Income & Growth Fund
North American- American Century International Growth Fund
North American- Founders Large Cap Growth Fund
North American- AG Nasdaq-100 Index Fund
North American- Putnam Opportunities Fund
North American- Founders/T. Rowe Price Small Cap Fund
</TABLE>
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SCHEDULE B
SEPARATE ACCOUNTS AND CONTRACTS
NAME OF SEPARATE ACCOUNT AND
DATE ESTABLISHED BY BOARD OF DIRECTORS
A.G. Separate Account A
Established: November 9, 1994
REGISTRATION NUMBERS AND NAMES OF CONTRACTS FUNDED BY SEPARATE ACCOUNT
<TABLE>
<CAPTION>
Registration Nos.: Name of Contract:
------------------ -----------------
<S> <C>
333-70801 The One Multi-Manager
811-8862 Annuity variable annuity
033-86464 ElitePlus Bonus
811-8862 variable annuity
333-67605 ElitePlus Value
811-8862 variable annuity
</TABLE>
