EXHIBIT (8)(c)(v)
FOURTH AMENDMENT
TO
PARTICIPATION AGREEMENT
AMONG
AMERICAN GENERAL LIFE INSURANCE COMPANY,
AMERICAN GENERAL DISTRIBUTORS, INC.,
NORTH AMERICAN FUNDS VARIABLE PRODUCT SERIES I AND
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
THIS FOURTH AMENDMENT TO PARTICIPATION AGREEMENT ("Amendment") dated as of
January 1, 2004, 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 DISTRIBUTORS, INC. ( "AGD"), NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES I (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, North American Funds Variable Product Series I has changed its
name to VALIC Company I;
WHEREAS, American General Equity Services Corporation ("AGESC") is a
Delaware corporation and is registered as a broker-dealer under the 1934 Act and
under any appropriate regulatory requirements of State law, and is a member in
good standing of the NASD, and is an affiliate of AGD and the Company;
WHEREAS, the Company and AGESC have entered into a Distribution Agreement
dated October 1, 2002 which sets forth AGESC's duties as distributor of the
Contracts and replaces the Distribution Agreement between the Company and AGD;
WHEREAS, AGD desires that AGESC replace AGD as principal underwriter of the
Contracts and as a party to the Agreement;
WHEREAS, from time to time, the Fund will make additional Portfolios
available to one or more Accounts of the Company; and
WHEREAS, the parties now desire to amend the Agreement to reflect the
additional Portfolios of the Fund to be made available to certain Accounts of
the Company.
NOW, THEREFORE, in consideration of their mutual promises, the Parties
agree as follows:
1. All references to North American Funds Variable Products Series I and NAF I
shall be changed to VALIC Company I.
2. Effective as of the date of the Distribution Agreement between AGL and
AGESC, indicated herein, AGESC will replace AGD as a party to the
Agreement. All of the duties and responsibilities of AGD shall become the
duties and responsibilities of AGESC.
3. Schedule A to the Agreement, a revised copy of which is attached hereto is
hereby amended to add the Blue Chip Growth Fund, Income & Growth Fund and
Health Sciences Fund.
4. The parties acknowledge that from time to time the Fund will make
additional Portfolios available to the Accounts of the Company. In this
regard, the Parties agree that the Company may, upon written notice to the
other parties, add such new Portfolios to Schedule A of the Agreement, and
thereby amend Schedule A of the Agreement.
5. Except as amended hereby, the Agreement is hereby ratified and confirmed in
all respects.
IN WITNESS WHEREOF, the Parties hereto have 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 Separate Accounts named
in Schedule B of the Agreement, as amended from time to time.
By:
-------------------------------------
AMERICAN GENERAL EQUITY SERVICES CORPORATION
By:
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VALIC COMPANY I
By:
-------------------------------------
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:
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SCHEDULE A
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PORTFOLIOS OF
-------------
VALIC COMPANY I
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AVAILABLE FOR PURCHASE BY
-------------------------
AMERICAN GENERAL LIFE INSURANCE COMPANY
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UNDER THIS AGREEMENT
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(As of January 1, 2004)
Fund Name Separate Account
--------- ----------------
Asset Allocation Fund A
Capital Conservation Fund A
Government Securities Fund A
Blue Chip Growth Fund D
Income & Growth Fund D
Health Sciences Fund D
International Equities Fund D and VL-R
MidCap Index Fund A, D and VL-R
Money Market Fund A, D and VL-R
Nasdaq-100 Index Fund D and VL-R
Science & Technology Fund A, D and VL-R
Small Cap Index Fund A, D and VL-R
Social Awareness Fund A, D and VL-R
Stock Index Fund A, D and VL-R
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