EXHIBIT (h)(1)(b)
FIRST AMENDMENT
TO
PARTICIPATION AGREEMENT
AMONG
VALIC COMPANY I,
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AND
AIG LIFE INSURANCE COMPANY
THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT ("Amendment") dated as of May 1,
2003, amends the Participation Agreement dated as of July 1, 2002 (the
"Agreement"), among VALIC COMPANY I (the "Fund", an open-end management
investment company organized under the General Laws of the State of Maryland),
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, the Fund's adviser ("Adviser"), and
AIG LIFE INSURANCE COMPANY, a life insurance company organized as a corporation
under Delaware law (the "Insurer"), on its own behalf and on behalf of each
segregated asset account of the Insurer set forth in Schedule A, as may be
amended from time to time (each an "Account," and collectively the "Accounts")
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 Insurer will offer new Contracts and Accounts
which are not covered under the Agreement, but for which the Fund will act as an
investment vehicle for the Insurer's Accounts; and
WHEREAS, from time to time, the Fund will make additional Portfolios available
to the Accounts of the Insurer; and
WHEREAS, the parties now desire to amend the Agreement to reflect, among other
things, (i) the new Contracts for which the Fund will act as an investment
vehicle for the Accounts, and (ii) the additional Portfolios of the Fund, which
will act as investment vehicles for such Accounts;
NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as
follows:
1. The Insurer represents and warrants that all Contracts are and will be
registered under the 1933 Act, unless such Contracts are unregistered
pursuant to an exemption or exception from registration under the 1933 Act.
2. The Insurer represents and warrants that all Accounts are and will be
registered under the 1940 Act, unless such Accounts are unregistered
pursuant to an exemption or exception from registration under the 1940 Act.
3. Schedule A to the Agreement, a revised copy of which is attached hereto, is
hereby amended.
4. Schedule B to the Agreement, a revised copy of which is attached hereto, is
hereby amended.
5. The Parties acknowledge that from time to time the Insurer will introduce
new Contracts for which the Fund will act as an investment vehicle for
certain of the Insurer's Accounts. In this regard, the Parties agree that
the Insurer may, upon written notice to the other Parties, add such new
Contracts and Accounts of the Insurer to Schedule A of the Agreement, and
thereby amend Schedule A of the Agreement.
6. The Parties acknowledge that from time to time that additional Portfolios
of the Fund will be made available to act as investment vehicles for the
Accounts. In this regard, the Parties agree that the Fund may, upon written
notice to the other Parties, add such new Portfolios to Schedule B of the
Agreement, and thereby amend Schedule B of the Agreement.
7. Except as amended hereby, the Agreement is hereby ratified and confirmed in
all respects.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed
in their names and on their behalf by their duly authorized representatives
hereto as of the date specified above.
VALIC COMPANY I
By:_________________________________________
Name:
Title:
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:_________________________________________
Name:
Title:
AIG LIFE INSURANCE COMPANY on behalf of itself and each of its Accounts
named in Schedule A, as amended from time to time.
By:_________________________________________
Name:
Title:
SCHEDULE A
PORTFOLIOS OF VALIC COMPANY I
AVAILABLE FOR
PURCHASE BY AIG LIFE INSURANCE COMPANY
UNDER THIS AGREEMENT
Fund Name Separate Account
International Equities Fund All Separate Accounts of
Mid Cap Index Fund AIG Life Insurance Company
Money Market I Fund issuing registered and
Nasdaq-100 Index Fund unregistered variable life
Science & Technology Fund insurance policies
Small Cap Index Fund
Stock Index Fund
SCHEDULE B
SEPARATE ACCOUNTS AND CONTRACTS
Name of Separate Account Names of Contracts Funded by Separate Account
All Separate Accounts of AIG Life Insurance Private Placement Variable Life Insurance Policies
Company issuing registered and unregistered Executive Advantage Variable Life Insurance Policy
variable life insurance policies.
