EXHIBIT (h)(23)(b)
FIRST AMENDMENT
TO
SERVICE AGREEMENT
The Service Agreement dated October 1, 2000 (the "Agreement") between
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. and AMERICAN
GENERAL LIFE INSURANCE COMPANY is hereby amended as follows:
1. Effective May 1, 2006, the first WHEREAS clause of the Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"WHEREAS, FIIOC provides transfer agency and other services to Fidelity's
Variable Insurance Products Fund, Variable Insurance Products Fund II,
Variable Insurance Products Fund III, and Variable Insurance Products Fund
IV (collectively "Funds"); and"
2. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
Dated: __________, 2006
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.
By:
--------------------------
Name:
Title:
AMERICAN GENERAL LIFE INSURANCE COMPANY
By:
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Name:
Title:
