EXHIBIT (8)(k)(iii) AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT Pursuant to the Participation Agreement, made and entered into as of the 20th day of November, 2000, by and among Ayco Series Trust, Mercer Allied Company, L.P. and American General Life Insurance Company, the parties do hereby agree to an amended Schedule B as attached hereto. IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 2 to the Participation Agreement to be executed in its name and on its behalf by its duly authorized representative. This Amendment No. 2 shall take effect on May 14, 2002. AYCO SERIES TRUST By its authorized officer, By: ______________________________________ Title: ___________________________________ MERCER ALLIED COMPANY, L.P. By its authorized officer, By: ______________________________________ Title: ___________________________________ AMERICAN GENERAL LIFE INSURANCE COMPANY By its authorized officer, By: ______________________________________ Title: ___________________________________ Schedule B (As of May 14, 2002) Contracts Platinum Investor VA Platinum Investor I VUL and Platinum Investor II VUL Platinum Investor III VUL Platinum Investor Survivor VUL Platinum Investor Survivor II VUL Platinum Investor PLUS VUL Corporate America VUL