EXHIBIT (h)(7)(c)
AMENDMENT TO PARTICIPATION AGREEMENT
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
The United States Life Insurance Company in the City of New York
American General Equity Services Corporation
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us"), The United States Life Insurance Company in the City of
New York (the "Company" or "you"), and American General Equity Services
Corporation, your distributor, on your behalf and on behalf of certain Accounts,
have previously entered into a Participation Agreement dated September 5, 2003,
as amended (the "Agreement"). The parties now desire to amend the Agreement by
this amendment (the "Amendment").
Except as modified hereby, all other terms and conditions of the Agreement
shall remain in full force and effect. Unless otherwise indicated, the terms
defined in the Agreement shall have the same meaning in this Amendment.
AMENDMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:
1. Section 1 and Section 2.2.1 are hereby each amended to reflect that
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust") is
organized as a statutory trust under the laws of the State of Delaware,
effective as of May 1, 2007.
2. Section 3.1.3 is amended and restated in its entirety as follows:
"3.1.3 We agree that shares of the Trust will be sold only to: (i) life
insurance companies which have entered into fund participation agreements
with the Trust ("Participating Insurance Companies") and their separate
accounts or to qualified pension and retirement plans in accordance with
the terms of the Shared Funding Order; and (ii) investment companies in the
form of funds of funds. No shares of any Portfolio will be sold to the
general public."
3. Section 5.2 is amended and restated in its entirety as follows:
"5.2 If and to the extent required by law, you shall: (i) solicit voting
instructions from Contract owners; (ii) vote the Trust shares in accordance
with the instructions received from Contract owners; and (iii) vote Trust
shares owned by subaccounts for which no instructions have been received
from Contract owners in the same proportion as Trust shares of such
Portfolio for which instructions have been received from Contract owners;
so long as and to the extent that the SEC continues to interpret the 1940
Act to require pass-through voting privileges for variable contract owners.
You reserve the right to vote Trust shares held in any Account in your own
right, to the extent permitted by law."
4. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers
to execute this Amendment effective as of June 5, 2007.
The Trust: FRANKLIN XXXXXXXXX VARIABLE INSURANCE
PRODUCTS TRUST
Only on behalf of each Portfolio
listed on Schedule C of the
Agreement By:
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
The Underwriter: FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By:
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
The Company: THE UNITED STATES LIFE INSURANCE COMPANY
IN THE CITY OF NEW YORK
By:
-------------------------------------
Name:
Title: Senior Vice President
The Distributor: AMERICAN GENERAL EQUITY SERVICES
CORPORATION
By:
-------------------------------------
Name: Xxxx X. XxXxxxx
Title: Senior Vice President
THE UNITED STATES LIFE INSURANCE AMERICAN GENERAL EQUITY SERVICES
COMPANY IN THE CITY OF NEW YORK CORPORATION
Attest: Attest:
----------------------------- --------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary Title: Assistant Secretary
[CORPORATE SEAL]
