EXHIBIT (8)(i)(iii)
AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT
THIS AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT is made as of the
15th day of January, 2004, by and among AMERICAN GENERAL LIFE INSURANCE COMPANY
(the "Company") and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. ("ACIM").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Agreement (defined below).
RECITALS
WHEREAS, the Company and ACIM are parties to a certain Shareholder Services
Agreement dated February 1, 2000 (the "Agreement") in connection with the
participation by the Funds (as defined in the Agreement) in individual and group
variable annuity and variable life insurance contracts to be issued through one
or more separate accounts established by the Company under state law;
WHEREAS, the parties desire to expand the number of Funds to be made
available as investment options under the Contracts; and
WHEREAS, the parties now desire to modify the Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. The second WHEREAS clause is hereby deleted in its entirety and
replaced with the following:
"WHEREAS, the Company wishes to make available as investment
options under the Contracts VP Balanced, VP Income & Growth, VP
International, VP Value and VP II Inflation Protection (collectively,
the "Funds"), each of which is a series of mutual fund shares
registered under the Investment Company Act of 1940, as amended and
issued by American Century Variable Portfolios, Inc., except for VP II
Inflation Protection, which is issued by American Century Variable
Portfolios II, Inc. (collectively referred to as the "Issuer");"
2. In the event of a conflict between the terms of this Amendment No. 2
and the Agreement, it is the intention of the parties that the terms of this
Amendment No. 2 shall control and the Agreement shall be interpreted on that
basis. To the extent the provisions of the Agreement have not been amended by
this Amendment No. 2, the parties hereby confirm and ratify the Agreement.
3. This Amendment No. 2 may be executed in two or more counterparts, each
of which shall be an original and all of which together shall constitute one
instrument.
4. Except as expressly supplemented, amended or consented to hereby, all
of the representations, warranties, terms, covenants and conditions of the
Agreement shall remain unamended and shall continue to be in full force and
effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 as
of the date first above written.
AMERICAN GENERAL LIFE AMERICAN CENTURY INVESTMENT
INSURANCE COMPANY MANAGEMENT, INC.
By: By:
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Name: Name:
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Title: Title:
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