EXHIBIT (8)(e)
AMENDMENT NO. 9
To The
PARTICIPATION AGREEMENT
Among
XXX XXXXXX LIFE INVESTMENT TRUST,
XXX XXXXXX FUNDS INC.,
XXX XXXXXX ASSET MANAGEMENT INC.,
And
AMERICAN GENERAL LIFE INSURANCE COMPANY, AND
AMERICAN GENERAL DISTRIBUTORS, INC.
WHEREAS, American General Life Insurance Company (the "Company"), and
American General Distributors, Inc. ("AGDI"), Xxx Xxxxxx Life Investment Trust
("Fund"), Xxx Xxxxxx Funds Inc. ("Underwriter") and Xxx Xxxxxx Asset Management
Inc. ("Adviser") have previously entered into a Participation Agreement dated
January 24, 1997 ("Agreement"); and
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 the Company and AGDI;
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 AGL and AGDI;
WHEREAS, AGDI desires that AGESC replace AGDI as a party to the Agreement;
NOW, THEREFORE, in consideration of their mutual promises, the Parties
agree as follows:
1. Effective on the date of the Distribution Agreement between AGL and
AGESC, indicated herein, AGESC will replace AGDI as a party to the
Agreement. All the duties and responsibilities of AGDI shall become
the duties and responsibilities of AGESC.
2. All capitalized terms used in this Amendment No. 9 shall have the
meaning assigned in the Agreement. Except as set forth in this
Amendment No. 9, no other modifications or changes are made to the
Agreement.
3. This Amendment No. 9 may be executed in one or more counterparts, each
of which shall be deemed an original and all of which together will be
deemed one and the same document.
IN WITNESS WHEREOF, each of the parties have caused this Amendment No. 9 to
be executed in their names and on their behalf and through their duly authorized
offices, as of this 1st day of October, 2002.
AMERICAN GENERAL LIFE INSURANCE COMPANY
_________________________________
By: Title:
AMERICAN GENERAL EQUITY SERVICES CORPORATION
_________________________________
By: Title:
XXX XXXXXX LIFE INVESTMENT TRUST
_________________________________
By: Title:
XXX XXXXXX FUNDS INC.
_________________________________
By: Title:
XXX XXXXXX ASSET MANAGEMENT INC.
_________________________________
By: Title:
