EXHIBIT (h)(1)(c)
AMENDMENT NO. 2
TO
PARTICIPATION AGREEMENT
This Participation Agreement (the "Agreement"), dated August 31, 1999, by
and among AIM Variable Insurance Funds, Inc. ("AVIF"), a Delaware trust, AIM
DISTRIBUTORS, INC. ("AIM"), a Delaware corporation, THE UNITED STATES LIFE
INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York life insurance company
("Life Company") on behalf of itself and each of its segregated asset accounts
listed in Schedule A hereto, as the parties hereto may amend from time to time
(each, an "Account," and collectively, the "Accounts"); and AMERICAN GENERAL
SECURITIES INCORPORATED, an affiliate of Life Company and the principal
underwriter of the Contracts ("Underwriter"), (collectively, the "Parties"), is
hereby amended as follows
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 Underwriter and Life Company;
WHEREAS, Life Company and AGESC have entered into a Distribution Agreement
dated January 1, 2003 which sets forth AGESC's duties as distributor of the
Contracts and replaces the Distribution Agreement between Life Company and
Underwriter; and
WHEREAS, Underwriter desires that AGESC replace Underwriter as a party to
the Agreement;
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein, the parties agree as follows:
1. Effective on the date of the Distribution Agreement between Life Company
and AGESC, indicated herein, AGESC will replace Underwriter as a party to
the Agreement. All the duties and responsibilities of Underwriter shall
become the duties and responsibilities of AGESC.
2. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
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IN WITNESS WHEREOF, the Parties have caused this Amendment No. 2 to be
executed in their names and on their behalf by and through their duly authorized
officers signing below.
EFFECTIVE DATE: ____________________________
AIM VARIABLE INSURANCE FUNDS
Attest: _________________________________________ By: ____________________________________________
Name: _________________________________________ Name: ____________________________________________
Title: _________________________________________ Title: ____________________________________________
AIM DISTRIBUTORS, INC.
Attest: _________________________________________ By: ____________________________________________
Name: _________________________________________ Name: ____________________________________________
Title: _________________________________________ Title: ____________________________________________
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
Attest: _________________________________________ By: ____________________________________________
Name: _________________________________________ Name: ____________________________________________
Title: _________________________________________ Title: ____________________________________________
AMERICAN GENERAL EQUITY SERVICES CORPORATION
Attest: _________________________________________ By: ____________________________________________
Name: _________________________________________ Name: ____________________________________________
Attest: _________________________________________ Title: ____________________________________________
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