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



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                                              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)
- -----------------------------------------------------------------------------------------------------

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