EXHIBIT 1.8(c)
FIRST AMENDMENT
TO
PARTICIPATION AGREEMENT
AMONG
AMERICAN GENERAL LIFE INSURANCE COMPANY,
AMERICAN GENERAL SECURITIES INCORPORATED,
AMERICAN GENERAL SERIES PORTFOLIO COMPANY AND
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT ("Amendment") dated as of July
21, 1998, amends the Participation Agreement dated as of February 26, 1998 (the
"Agreement"), among AMERICAN GENERAL LIFE 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 SECURITIES
INCORPORATED ("AGSI"), 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 Company will offer new Variable Insurance
Products which are not covered under the Agreement, but for which the Fund will
act as an investment vehicle for the Company's Accounts; and
WHEREAS, the Company and the Adviser have reached an agreement to provide for
the reimbursement to the Company by the Adviser of certain of the administrative
costs and expenses incurred by the Company in connection with the servicing of
owners of Contracts covered under the Agreement, who have allocated Contract
values to a Portfolio, including, but not limited to, responding by the Company
to various Contract owner inquiries regarding a Portfolio, and record keeping
relating thereto; and
WHEREAS, the parties now desire to amend the Agreement to reflect, among other
things, (i) the new Variable Insurance Product for which the Fund will act as an
investment vehicle for the Accounts, and (ii) the agreement of the Parties with
respect to the Adviser's reimbursement to the Company of certain of the
Company's administrative costs and expenses;
NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as
follows:
1. Schedule B to the Agreement, a revised copy of which is attached hereto, is
hereby amended to add the Legacy Plus Contract.
2. The Parties acknowledge that from time to time the Company will introduce new
Variable Insurance Products for which the Fund will act as an investment
vehicle for certain of the Company's Accounts. In this regard, the Parties
agree that the Company may, upon written notice to the other Parties, add
such new Variable Insurance Products and Separate Accounts of the Company to
Schedule B of the Agreement, and thereby amend Schedule B of the Agreement.
3. The following new 3.2(e) paragraph is added to the Agreement:
"3.2. Expenses.
. . . .
(e) Certain Administrative Expenses of the Company. The Adviser will
reimburse the Company on a calendar quarterly basis, for certain of the
administrative costs and expenses incurred by the Company as a result
of operations necessitated by the beneficial ownership of shares of the
Portfolios of the Fund by owners of those Contracts which are subject
to such reimbursement as indicated on Schedule B hereto. Such
reimbursement shall be in an amount equal to fifteen (15) basis points
per annum of the net assets of the Funds attributable to such
Contracts. The determination of applicable assets shall be made by
averaging assets in applicable Portfolios of the Fund as of the last
Business Day of each calendar month falling within the applicable
calendar quarter. In no event shall such fee be paid by the Fund, its
shareholders or by any Contract owner.
4. Except as amended hereby, the Agreement is hereby ratified and confirmed in
all respects.
IN WITNESS WHEREOF, 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 LIFE INSURANCE COMPANY, on behalf of itself and each of its
Accounts named in Schedule B hereto, as amended from time to time.
By:
-----------------------------
Don M. Ward
Senior Vice President - Variable Products
AMERICAN GENERAL SECURITIES INCORPORATED
By:
-----------------------------
F. Paul Kovach, Jr.
President
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:
-----------------------------
Thomas L. West, Jr.
President and CEO
AMERICAN GENERAL SERIES PORTFOLIO COMPANY
By:
-----------------------------
Cynthia A. Toles
General Counsel and Secretary
SCHEDULE B
SEPARATE ACCOUNTS AND CONTRACTS+
NAME OF SEPARATE ACCOUNT AND REGISTRATION NUMBERS AND NAMES OF CONTRACTS
DATE ESTABLISHED BY BOARD OF DIRECTORS FUNDED BY SEPARATE ACCOUNT
American General Life Insurance Company Registration Nos.: Name of Contract:
Separate Account A 33-44744 Group and Individual Variable
Established: August 14, 1967 811-1491 Annuity
33-44745 Individual Variable Annuity
811-1491
American General Life Insurance Company 333-40637 Select Reserve Flexible Payment
Separate Account D 811-02441 Variable and Fixed Individual
Established: November 19, 1973 Deferred Annuity*
33-43390 VAriety Plus Variable Annuity
811-2441
American General Life Insurance Company 333-42567 Platinum Investor I and Platinum
Separate Account VL-R 811-08561 Investor II Variable Life Insurance
Established: May 6, 1997 Policies*
333-53909 Legacy Plus Variable Life Insurance
811-08561 Policies*
*Subject to reimbursement of certain administrative expenses as set forth in
Paragraph 3.2(e) of the Participation Agreement above.
+The parties hereto agree that this Schedule B may be revised and replaced as
necessary to accurately reflect the Separate Accounts and Contracts covered
under this Agreement.