EXHIBIT (8)(c)(ii) AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT Pursuant to the Participation Agreement, made and entered into as of the 13th day of April, 1998 by and among MFS Variable Insurance Trust, American General Life Insurance Company and Massachusetts Financial Company, the parties do hereby agree to an amended Schedule A as attached hereto. IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to the Participation Agreement to be executed in its name and on its behalf by its duly authorized representative. The Amendment shall take effect on February 1, 2000. AMERICAN GENERAL LIFE INSURANCE COMPANY By its authorized officer, By: ______________________________________ Title: ____________________________________ MFS VARIABLE INSURANCE TRUST, ON BEHALF OF THE PORTFOLIOS By its authorized officer, By: ______________________________________ James R. Bordewick, Jr. Assistant Secretary MASSACHUSETTS FINANCIAL SERVICES COMPANY By its authorized officer, By: ______________________________________ Jeffrey L. Shames Chairman and Chief Executive Officer #30480 As of February 1, 2000 SCHEDULE A ACCOUNTS, POLICIES AND PORTFOLIOS SUBJECT TO THE PARTICIPATION AGREEMENT -------------------------------------- - ----------------------------------------------------------------------------------------------------- NAME OF SEPARATE ACCOUNT AND DATE POLICIES FUNDED PORTFOLIOS ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT APPLICABLE TO POLICIES - ----------------------------------------------------------------------------------------------------- American General Life Insurance Platinum Investor I Flexible Premium MFS Emerging Growth Company Separate Account VL-R Life Insurance Policy Series (May 1, 1997) Policy Form No. 97600 Platinum Investor II Flexible Premium Life Insurance Policy Policy Form No. 97610 Legacy Plus Variable Life Insurance Policy Policy Form No. 98615 Corporate America-Variable Life Insurance Policy Policy Form No. 99301 Platinum Investor Survivor Variable Life Insurance Policy Policy Form No. 90787 The One VUL Solution MFS Growth With Income Variable Life Insurance Policy Series Policy Form No. 99615 Key Legacy Plus MFS Total Return Series Variable Life Insurance Policy Policy Form No. 99616 American General Life Insurance Platinum Investor Variable Annuity MFS Emerging Growth Company Policy Form No. 98020 Series Separate Account D (November 19, 193) - ----------------------------------------------------------------------------------------------------- #30480