AMENDMENT NO. 1 PARTICIPATION AGREEMENT

AMENDMENT NO. 1

PARTICIPATION AGREEMENT

Amendment No. 1, effective as of April 1, 2015, to The Participation Agreement, (the “Agreement”), dated August 15, 2003 among AXA Premier VIP Trust, American General Life Insurance Company and AXA Distributors, LLC (collectively, the “Parties”).

WHEREAS, the Parties wish to amend the Agreement in accordance with its terms as follows:

1. All references in the Agreement to AXA Advisors, LLC are hereby deleted.

2. All references to the AXA Premier VIP Aggressive Equity Portfolio (“Aggressive Equity Portfolio”) are hereby deleted in recognition of the reorganization of the Aggressive Equity Portfolio into the Multimanager Aggressive Equity Portfolio of EQ Advisors Trust.

3. Name Change. The name of the AXA Premier VIP High Yield Portfolio has changed to Charter Multi-Sector Bond Portfolio.

4. Schedule A. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the attached “Schedule A”.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment No. 1 as of the date set forth below.

AXA PREMIER VIP TRUST						AMERICAN GENERAL LIFE INSURANCE COMPANY
By:		/s/ Xxxxxx X. Xxxxx				By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxx				Name:		Xxxxxx X. Xxxxxx
Title:		President and Chief Executive Officer				Title:		Senior Vice President, Head of US Life and Disability
Date:						Date:
AXA DISTRIBUTORS, LLC
By:		/s/ Xxxxxxxx X. Xxxx
Name:		Xxxxxxxx X. Xxxx
Title:		Chairman, President and Chief Executive Officer
Date:

SCHEDULE A

DESIGNATED PORTFOLIOS AND CLASSES

Portfolios of

AXA Premier VIP Trust

Portfolios		Classes
AXA Moderate Allocation Portfolio			Class A
Charter Multi-Sector Bond Portfolio			Class A