EXHIBIT 3(a)(ii)
DISTRIBUTION AGREEMENT
BETWEEN
AMERICAN GENERAL LIFE INSURANCE COMPANY
AND
AMERICAN GENERAL SECURITIES INCORPORATED
FIRST AMENDMENT
WHEREAS, American General Life Insurance Company (formerly American General
Life Insurance Company of Delaware) ("AGL") and American General Securities
Incorporated ("AGSI" or "Distributor") have previously entered into a
Distribution Agreement ("Agreement") designed for the promotion by AGSI of the
sale of AGL's variable annuity contracts; and
WHEREAS, the parties now desire to amend the Agreement to provide for the
promotion of the sale by AGSI of AGL's variable life and variable annuity
contracts ("Contracts") and to provide for a schedule of compensation for each
of the Contracts offered by AGL and promoted by AGSI;
NOW THEREFORE, the parties agree to this First Amendment, effective March 2,
1998, as follows:
1. The Agreement shall include Schedule A.
2. The first sentence of the paragraph titled "FIRST" shall be
amended to read as follows:
The Company hereby grants AGSI a non-exclusive right
to promote the sale of the Company's Contracts listed
on Schedule A to the public through investment dealers
which are members of the National Association of
Securities Dealers, Inc. (or exempt from such
registration) in states of the United States where the
Company is licensed.
3. The paragraph titled "FOURTH" shall be amended to restate the
second sentence of the second paragraph to read as follows:
For its costs in promotion of the sale of the
Contracts, including its administrative and
ministerial costs, AGSI shall receive the percentage
of gross purchase payments received by the Company or
of accumulation value held by the Company, as
indicated for each of the Contracts listed on Schedule
A.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
executed in duplicate.
ATTEST: AMERICAN GENERAL LIFE INSURANCE COMPANY
By ___________________________________
Don M. Ward, Senior Vice President-
Variable Contracts
ATTEST: AMERICAN GENERAL SECURITIES INCORPORATED
By ___________________________________
F. Paul Kovach, President
SCHEDULE A
Contract Contract/Policy
Name Form No: Compensation:
-------- --------------- -------------
Platinum Investor I 97600 Payable to broker-dealer:
90% of premiums paid in the first Policy year,
up to target; 4% of premiums not in excess of
target paid in Policy years 2-10; 2.5% of all
premiums in excess of target paid in years
1-10; 0.25% annually of all Policies'
accumulation value (reduced by any outstanding
loans).
Payable to Distributor: No distribution fee.
Platinum Investor II 97610 Payable to broker-dealer:
20% of all premiums paid in the first Policy
year up to target; 12 % of all premiums not in
excess of target paid in Policy years 2-7;
2.5% on all premiums in excess of the target
amount received in Policy years 1-7; 0.25% of
all Policies' accumulation value (reduced by
any outstanding loans).
Payable to Distributor: No distribution fee.
Select Reserve 97505 Payable to broker-dealer:
0.2375% of all Purchase Payments received,
plus 0.2375% trail commission commencing at
the end of the 12th month after receipt of the
initial Purchase Payment.
Payable to Distributor:
0.0125% of all Purchase Payments received,
plus 0.0125% trail compensation commencing at
the end of the 12th month after receipt of the
initial Purchase Payment.