EXHIBIT (H)(16)(B)
THIRD AMENDMENT
TO
PARTICIPATION AGREEMENT
AMONG
XXXXXX VARIABLE TRUST,
XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP
AND
AMERICAN GENERAL LIFE INSURANCE COMPANY
THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT ("Amendment") dated as of
October 1, 2007, amends the Participation Agreement dated as of June 1, 1998,
as amended February 1, 2000 and November 1, 2000 among AMERICAN GENERAL LIFE
INSURANCE COMPANY ("Company"), a Texas corporation, on its own behalf and on
behalf of each separate account of the Company set forth on Schedule A, as such
Schedule may be amended from time to time (each such account hereinafter
referred to as the "Account"), PUTNAM VARIABLE TRUST ( the "Trust"), a
Massachusetts business trust, and XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP
(FORMERLY KNOWN AS XXXXXX RETAIL MANAGEMENT, INC.) (THE "UNDERWRITER"), a
Massachusetts limited partnership (the "Agreement"). All capitalized terms not
otherwise defined in this Amendment, shall have the same meaning as ascribed in
the Agreement.
WITNESSETH THAT:
WHEREAS, pursuant to the Agreement, the Trust has established Authorized
Funds, as set forth in Schedule B hereto, as such schedule may be amended from
time to time, to set aside and invest assets attributable to the Contracts;
WHEREAS, the Company desires that additional Authorized Funds be made
available to set aside and invest assets attributable to the Contracts; and
NOW, THEREFORE, in consideration of the mutual promises herein, the Company,
the Trust and Underwriter agree as follows:
1. The Agreement shall be amended to include Schedule B in the form attached
hereto and incorporated therein.
2. Except as amended hereby, the Agreement is hereby ratified in all respects.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
executed in its name and on behalf by its duly authorized representative hereto
as of the date specified above.
AMERICAN GENERAL LIFE INSURANCE COMPANY
By its authorized officer,
By:
--------------------------
Name:
--------------------------
Title:
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ATTEST:
By:
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Name:
--------------------------
Title:
--------------------------
(Corporate Seal)
XXXXXX VARIABLE TRUST
By its authorized officer,
By:
--------------------------
Name:
--------------------------
Title:
--------------------------
XXXXXX RETAIL MANAGEMENT LIMITED
PARTNERSHIP
(formerly known as Xxxxxx Retail
Management, Inc.)
By its authorized officer,
By:
--------------------------
Name:
--------------------------
Title:
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SCHEDULE B
Authorized Funds
(As of October 1, 2007
SERVICE FEE RATE
FUND (PER ANNUM RATE)
---- ----------------
PVT Diversified Income Fund- Class IA....................... N/A
PVT Growth & Income Fund- Class IA.......................... N/A
PVT International Growth & Income Fund- Class IA............ N/A
PVT Vista Fund- Class IA.................................... N/A
PVT Voyager Fund- Class IA.................................. N/A
PVT Small Cap Value Fund- Class IA.......................... N/A
PVT Diversified Income Fund- Class IB....................... ____%
PVT Growth & Income Fund- Class IB.......................... ____%
PVT International Growth & Income Fund- Class IB............ ____%
PVT Vista Fund- Class IB.................................... ____%
PVT Voyager Fund- Class IB.................................. ____%
PVT Small Cap Value Fund- Class IB.......................... ____%
