EXHIBIT (8)(g)(ii) THIRD AMENDMENT TO PARTICIPATION AGREEMENT AMONG AMERICAN GENERAL LIFE INSURANCE COMPANY, AMERICAN GENERAL SECURITIES INCORPORATED, SAFECO RESOURCE SERIES TRUST, AND SAFECO SECURITIES, INC. THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT ("Amendment") dated as of February 1, 2000, amends the Participation Agreement dated as of April 1, 1998 (the "Agreement") among AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL") 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, pursuant to the Agreement shares of the Fund's Equity Portfolio and Growth Portfolio (the "Series"; reference herein to the "Fund" includes reference to each of the foregoing Series to the extent the context requires) are made available by the Distributor to serve as underlying investment media for those variable life insurance policies and variable annuity contracts of AGL that are described on Schedule A (the "Policies") and are offered through AGSI. WHEREAS, the Distributor and the Fund desire that shares of the series also be made available by the Distributor to serve as underlying investment media for AGL's Platinum Investor Survivor Variable Life Insurance Policies ("Platinum Survivor") to be offered through AGSI; and NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein, the parties agree as follows: 1. The Agreement shall be amended to include Schedule A in the form attached hereto and incorporated herein. 2. Except as amended hereby, the Agreement and the First Amendment to the Agreement dated as of April 1, 1998 are hereby ratified in all respects. Page 1 of 4 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 SECURITIES INCORPORATED By:____________________________ SAFECO RESOURCE SERIES TRUST By:____________________________ SAFECO SECURITIES, INC. By:_____________________________ Page 2 of 4 SCHEDULE A ---------- POLICIES AND SEPARATE ACCOUNTS ------------------------------ (AS OF FEBRUARY 1, 2000) 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 Contract (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) 2. American General Life Insurance Company 333-70667 Platinum Investor Variable Separate Account D 811-02441 Annuity Contract (Contract Form No. 98202)