EXHIBIT (h)(8)(c)
Amendment No. 4 to
Amended and Restated Participation Agreement
As of August 31, 2007
by and among
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
American General Life Insurance Company
American General Equity Services Corporation
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us"), American General Life Insurance Company (the "Company")
and American General Equity Services Corporation, your distributor, on your
behalf and on behalf of certain Accounts, have previously entered into an
Amended and Restated Participation Agreement dated October 1, 2002 and
subsequently amended January 1, 2005, February 1, 2006 and March 31, 2006,
respectively (the "Agreement"). The parties now desire to amend the Agreement
in this amendment (the "Amendment").
Except as modified hereby, all other terms and conditions of the Agreement
shall remain in full force and effect. Unless otherwise indicated, the terms
defined in the Agreement shall have the same meaning in this Amendment.
AMENDMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:
1. Section 1 and Section 2.2.1. are hereby each amended to reflect that
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust") is
organized as a statutory trust under the laws of the State of Delaware,
effective as of May 1, 2007.
2. Section 3.1.3. is amended and restated in its entirety as follows:
"3.1.3 We agree that shares of the Trust will be sole only to: (i) life
insurance companies which have entered into fund participation agreements
with the Trust ("Participating Insurance Companies") and their separate
accounts or to qualified pension and retirement plans in accordance with the
terms of the Shared Funding Order; and (ii) investment companies in the form
of funds of funds. No shares of any Portfolio will be sold to the general
public."
3. Section 5.2 is amended and restated in its entirety as follows:
"5.2 If and to the extent required by law, you shall: (i) solicit voting
instructions from Contract Owners; (ii) vote the Trust shares in accordance
with the instructions received from Contract owners; and (iii) vote Trust
shares owned by subaccounts for which no instructions have been received
from Contract owners in the same proportion as Trust shares of such
Portfolio for which instructions have been received from Contract owners; so
long as and to the extent that the SEC continues to interpret the 1940 Act
to require pass-through voting privileges for variable contract owners. You
reserve the right to vote Trust shares held in any Account in your own
right, to the extent permitted by law."
4. Schedule D of the Agreement is deleted and replaced in its entirety with
the Schedule D attached hereto.
5. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
This Amendment is executed effective as of August 31, 2007.
The Trust: FRANKLIN XXXXXXXXX VARIABLE
INSURANCE PRODUCTSTRUST
Only on behalf of
each Portfolio listed
on Schedule C of
the Agreement By:
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Name:
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Title:
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The Underwriter: FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By:
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Name:
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Title:
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The Company: AMERICAN GENERAL LIFE INSURANCE
COMPANY
By:
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Name:
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Title:
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Attest:
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Name:
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Title:
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[Corporate Seal]
The Distributor: AMERICAN GENERAL EQUITY SERVICES
CORPORATION
By:
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Name:
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Title:
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Attest:
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Name:
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Title:
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[Corporate Seal]
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Schedule D
Contracts of the Company
1. American General Signature II
2. AG Legacy Plus VUL
3. AIG Corporate Investor VUL
4. AIG Income Advantage VUL
5. Corporate America
6. Legacy Plus VUL
7. Platinum Investor FlexDirector
8. Platinum Investor I VUL
9. Platinum Investor II VUL
10. Platinum Investor III VUL
11. Platinum Investor Immediate VA
12. Platinum Investor IV VUL
13. Platinum Investor PLUS VUL
14. Platinum Investor Survivor II VUL
15. Platinum Investor Survivor VUL
16. Platinum Investor Variable Annuity
17. Platinum Investor VIP VUL
18. The One VUL Solution
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