EXHIBIT 3(a)(iii)(B)(1)
FIRST AMENDMENT TO PARTICIPATION AGREEMENT
This First Amendment to Participation Agreement ("Amendment"), made and
entered into as of the 1st day of November, 2000, amends the Participation
Agreement ("Agreement") made and entered into as of the 12th day of July, 1999,
by and among American General Life Insurance Company, a Texas life insurance
company ("AGL") (on behalf of itself and its "Separate Account," defined below),
American General Securities Incorporated, a Texas corporation ("AGSI"), the
principal underwriter with respect to the Contracts referred to below, WM
Variable Trust, a Massachusetts business trust (the "Trust"), and WM Funds
Distributor, Inc., a Washington corporation (the "Distributor"), the Trust's
principal underwriter (collectively, the "Parties"). All capitalized terms not
otherwise defined in this Amendment shall have the same meaning as described in
the Agreement.
WITNESSETH THAT:
WHEREAS, American General Distributors, Inc. ("AGDI") 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 AGL and AGSI;
WHEREAS, AGL and AGSI desire that AGDI replace AGSI as a party to the
Agreement;
WHEREAS, pursuant to Section 8 of the Agreement, any Party may assign the
Agreement, but only with the written consent of each other Party;
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein, the Parties hereto agree as follows:
1. Effective as of the date of this Amendment, AGSI assigns the Agreement
and all of AGSI's rights, duties and obligations to AGDI and the
Parties each, hereby, give consent to such assignment. AGDI accepts
such assignment.
2. AGL hereby appoints AGDI the principal underwriter of the Contracts.
3. Effective as of the date of this Amendment, AGDI will replace AGSI as
a party to the Agreement and all of the rights, duties and obligations
of AGSI shall, as of the same date, inure to AGDI.
4. Except as amended herein, the Agreement is hereby ratified and
confirmed in all respects.
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized officers
signing below.
AMERICAN GENERAL LIFE INSURANCE COMPANY
By: /s/ XXXX XXXXXXXXX
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Title: Executive Vice President
AMERICAN GENERAL SECURITIES INCORPORATED
By: /s/ F. XXXX XXXXXX
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Title: President
AMERICAN GENERAL DISTRIBUTORS, INC.
By: /s/ XXXXX XXXXXXX
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Title: Vice President - Operations
WM VARIABLE TRUST
By: /s/ XXXXX X. XXXXXX
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Title: 1/st/ Vice President
WM FUNDS DISTRIBUTOR, INC.
By: /s/ XXXXXX XXXXXXXXX
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Title: 1/st/ Vice President
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