EXHIBIT (5)(e)
AMENDMENT NO. 10 TO PARTICIPATION AGREEMENT
This AMENDMENT NO. 10 to the PARTICIPATION AGREEMENT (the "Amendment") is
made and entered into as of this 1/st/ day of October, 2002, by and among,
AMERICAN GENERAL LIFE INSURANCE COMPANY (the "Company"), on its own behalf and
on behalf of each separate account of the Company identified in the
Participation Agreement (as defined below), AMERICAN GENERAL DISTRIBUTORS, INC.
("AGDI"), AMERICAN GENERAL EQUITY SERVICES CORPORATION ("AGESC"), XXX XXXXXX
FUNDS, INC. (formerly, XXX XXXXXX AMERICAN CAPITAL DISTRIBUTORS, INC.) ("Xxx
Xxxxxx"), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (formerly, XXXXXX XXXXXXX
UNIVERSAL FUNDS, INC.) (the "Fund") and XXXXXX XXXXXXX INVESTMENT MANAGEMENT
INC. (formerly, XXXXXX XXXXXXX ASSET MANAGEMENT INC.) (the "Adviser").
WHEREAS, the Company, American General Securities Incorporated ("AGSI"),
Xxx Xxxxxx, the Fund, the Adviser and Xxxxxx Xxxxxxx Investments LP (formerly,
Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP) ("MSI") have entered into a Participation
Agreement dated as of January 24, 1997, as such agreement may be amended from
time to time (the "Participation Agreement");
WHEREAS, effective November 1, 2000, AGDI replaced AGSI as a party to the
Participation Agreement, and AGDI assumed all of the duties and responsibilities
of AGSI under the Participation Agreement;
WHEREAS, 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 AGDI and the Company;
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 the Company and AGDI;
and
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 the Company
and AGESC, as indicated herein, AGESC will replace AGDI as a party to
the Agreement. All the duties, responsibilities and representations of
AGDI shall become the duties, responsibilities and representations of
AGESC.
2. Effective as provided herein, the Participation Agreement shall remain
in full force and effect. This Amendment and the Participation
Agreement, as amended, constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof and fully
supersede any and all prior agreements or understandings between the
parties hereto pertaining to the subject matter hereof. In the event of
any conflict between the terms of this Amendment and the Participation
Agreement, the terms of this Amendment shall control.
3. This Amendment may be amended only by written instrument executed by
each party hereto.
4. This Amendment shall be effective as of the date written above.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed in its name and on its behalf by its duly authorized representative
and its seal hereunder affixed hereto as of the date specified above.
AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL
On behalf of itself and each of its Accounts DISTRIBUTORS, INC.
named in Schedule B to the Agreement, as
amended from time to time
By:________________________________ By:____________________________
Name: Name:
Title: Title:
AMERICAN GENERAL EQUITY THE UNIVERSAL INSTITUTIONAL
SERVICES CORPORATION FUNDS,INC. (formerly, XXXXXX
XXXXXXX UNIVERSAL FUNDS, INC.)
By:________________________________ By:____________________________
Name: Name:
Title: Title:
XXXXXX XXXXXXX INVESTMENT XXX XXXXXX FUNDS INC.
MANAGEMENT INC. (formerly, (formerly, XXX XXXXXX AMERICAN
XXXXXX XXXXXXX ASSET CAPITAL DISTRIBUTORS, INC.)
MANAGEMENT INC.)
By:________________________________ By:____________________________
Name: Name:
Title: Title:
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