AMENDMENT NO. 2 PARTICIPATION AGREEMENT

AMENDMENT NO. 2

PARTICIPATION AGREEMENT

     The Participation Agreement (the “Agreement”), dated November 20, 1997, by and among AIM Variable Insurance Funds, a Delaware trust, AIG Life Insurance Company, a Delaware life insurance company and AIG Equity Sales Corp., is hereby amended as follows:

     WHEREAS, effective April 30, 2010, AIM Variable Insurance Funds was renamed AIM Variable Insurance Funds (Invesco Variable Insurance Funds); and

     WHEREAS, effective December 8, 2009, AIG Life Insurance Company was renamed American General Life Insurance Company of Delaware.

     The Parties hereby agree to amend the agreement as follows:

     1. All references to AIM Variable Insurance Funds will hereby be deleted and replaced with AIM Variable Insurance Funds (Invesco Variable Insurance Funds); and

     2. All references to AIG Life Insurance Company will hereby be deleted and replaced with American General Life Insurance Company of Delaware.

     3. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

SCHEDULE A

FUNDS AVAILABLE UNDER THE CONTRACTS

ALL SERIES I SHARES AND SERIES II SHARES OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

SEPARATE ACCOUNTS UTILIZING THE FUNDS

ALL SEPARATE ACCOUNTS UTILIZING THE FUNDS

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

ALL CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

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All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective date: April 30, 2010.

						AIM VARIABLE INSURANCE FUNDS
						(INVESCO VARIABLE INSURANCE FUNDS)
Attest:		/s/ Xxxxx Xxxxxxxx				By:		/s/ Xxxx X. Xxxx
Name:		Xxxxx Xxxxxxxx				Name:		Xxxx X. Xxxx
Title:		Assistant Secretary				Title:		Senior Vice President
						AMERICAN GENERAL LIFE INSURANCE
						COMPANY OF DELAWARE
Attest:		/s/ Xxxxxx X. Xxxxx				By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxx				Name:		Xxxxxx X. Xxxxxx
Title:		Assistant Secretary				Title:		Senior Vice President
						AMERICAN GENERAL EQUITY SERVICES
						CORPORATION
Attest:		/s/ Xxxxxx X. Xxxxx				By:		/s/ Xxxx Xxxxxxxx
Name:		Xxxxxx X. Xxxxx				Name:		Xxxx Xxxxxxxx
Title:		Assistant Secretary				Title:		President

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