EXHIBIT 8(b)(iv)
THIRD AMENDMENT
TO
PARTICIPATION AGREEMENT
AMONG
AMERICAN GENERAL LIFE INSURANCE COMPANY,
AMERICAN GENERAL SECURITIES INCORPORATED,
AMERICAN GENERAL SERIES PORTFOLIO COMPANY AND
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT ("Amendment") dated as of
November 1, 2000, 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 SECURITIES INCORPORATED ("AGSI"), AMERICAN GENERAL SERIES PORTFOLIO
COMPANY (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, American General Series Portfolio Company has changed its name to North
American Funds Variable Product Series I ("NAF I");
WHEREAS, American General Distributors, Inc. ("AGD") 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 AGSI and AGL;
WHEREAS, AGL and AGD have entered into a Distribution Agreement, dated November
1, 2000, which sets forth AGD's duties as distributor of the Contracts and
replaces the Distribution Agreement between AGL and AGSI;
WHEREAS, AGSI desires that AGD replace AGSI as a party to the Agreement;
NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as
follows:
1. All references to American General Series Portfolio Company and AGSPC
shall be changed to North American Funds Variable Product Series I and
NAF I, respectively.
2. Effective on the date of the Distribution Agreement between AGL and AGD,
indicated herein, AGD will replace AGSI as a party to the Agreement. All
of the duties and responsibilities of AGSI shall become the duties and
responsibilities of AGD.
3. Except as amended herein, the Agreement is hereby ratified and confirmed
in all respects.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment 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 Accounts named in Schedule B hereto, as amended from time to time.
By:
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AMERICAN GENERAL DISTRIBUTORS, INC.
By:
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THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:
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NORTH AMERICAN FUNDS VARIABLE PRODUCT SERIES I
By:
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