Exhibit (h)(8)(b)
AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT
This Amendment No. 1 to the Fund Participation Agreement (the
"Agreement") effective April 24, 2009, is made by and between ▇▇ ▇▇▇▇▇▇
Insurance Trust (the "Trust"), the Trust's investment advisor, ▇.▇. ▇▇▇▇▇▇
Investment Management Inc. (the "Adviser"), the Trust's administrator, JPMorgan
Funds Management, Inc. (the Administrator") and American General Life Insurance
Company ("Company") is effective as of the Effective Date (as defined below).
RECITALS
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WHEREAS, the Company, Trust, the Adviser and the Administrator are
parties to a Fund Participation Agreement dated April 24, 2009 (the
"Agreement"); and
WHEREAS, the Company's affiliate, American General Life Insurance
Company of Delaware ("AGLD"), Trust, the Adviser and the Administrator
are parties to a Fund Participation Agreement dated April 24, 2009 (the "AGLD
Agreement"); and
WHEREAS, the Company's affiliate, Western National Life Insurance
Company ("WNL"), the Adviser and the Administrator are parties to a Fund
Participation Agreement dated August 2, 1999 (the "WNL Agreement"); and
WHEREAS, effective January 1, 2013 ("Effective Date"), AGLD and WNL
intend to merge with and into the Company which will be the surviving company
(the "Merger"); and
WHEREAS, as a result of the Merger, AGLD and WNL will assign all of its
rights, duties and obligations under the WNL Agreement and AGLD Agreement,
respectively, to the Company and the Company will assume all such rights, duties
and obligations thereunder ("Assignment"); and
WHEREAS, the parties wish to consolidate the obligations and segregated
asset accounts set forth under the AGLD Agreement and WNL Agreement with the
Company's under this Agreement and terminate the WNL Agreement and AGLD
Agreement; and
WHEREAS, the parties wish to further amend the Agreement as set forth
below.
NOW THEREFORE, in consideration of the foregoing recitals and the
mutual agreements contained herein, the parties agree as follows:
1. Effective Date of Assignment. This Amendment and the Assignment
----------------------------
shall be effective as of the Effective Date of the Merger.
2. Consent to Assignment. The parties hereby consent to the Assignment.
---------------------
3. Schedule A of the Agreement shall be deleted and replaced with the
attached Schedule A.
4. Schedule B of the Agreement shall be deleted and replaced with the
attached Schedule B.
5. The AGLD Agreement and the WNL Agreement shall terminate as of the
Effective Date.
6. This Amendment may be executed in counterparts, all of which
together shall constitute one and the same instrument.
7. The Agreement, as amended by this Amendment, is ratified and
confirmed. All other terms of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute this Amendment as of the date and year first
written above.
JPMORGAN INSURANCE TRUST AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY
OF DELAWARE
By: _______________________
Name: _______________________ By: ___________________________
Title: _______________________ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
JPMORGAN INVESTMENT MANAGEMENT, INC. ATTEST:
By: _______________________ By: ___________________________
Name: _______________________ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: _______________________ Title: Assistant Secretary
JPMORGAN FUNDS MANAGEMENT INC. WESTERN NATIONAL LIFE INSURANCE COMPANY
By: _______________________ By: ___________________________
Name: _______________________ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: _______________________ Title: President
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SCHEDULE A
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SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
------------------------------------------
NAME OF SEPARATE ACCOUNT AND DATE FORM NUMBER FUNDED BY SEPARATE ACCOUNT
--------------------------------- --------------------------------------
ESTABLISHED BY BOARD OF DIRECTORS
---------------------------------
American General Life Insurance Company Platinum Investor VA
Separate Account D Contract No. 98020
Established: November 19, 1973
Platinum Investor Immediate Variable
Annuity
Contract No. 03017
American General Life Insurance Company Income Advantage Select VUL
Separate Account VL-R Policy No. 08704
Established: May 1, 1997 AG Income Advantage VUL
Policy No. 07704
Protection Advantage Select VUL
Policy No. 07921
Platinum Investor I VUL
Policy No. 97600
Platinum Investor II VUL
Policy No. 97610
Platinum Investor III VUL
Policy No. 00600
Platinum Investor IV VUL
Policy No. 04604
Platinum Investor Flex Director VUL
Policy No. 03601
Platinum Investor PLUS VUL
Policy No. 02600
Platinum Investor Survivor VUL
Policy No. 99206
Platinum Investor Survivor II VUL
Policy No. 01206
Platinum Investor VIP ▇▇▇
▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ VUL
Policy No. 08921
American General Life Insurance Company Signature II Private Placement VUL
Separate Account VL-U-LIS
Established: October 19, 1998
American General Life Insurance Company One Multi-Manager Variable and Fixed
AG Separate Account A Annuity
Contract No. VA124-99R
Established: November 9, 1994
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NAME OF SEPARATE ACCOUNT AND DATE FORM NUMBER FUNDED BY SEPARATE ACCOUNT
--------------------------------- --------------------------------------
ESTABLISHED BY BOARD OF DIRECTORS
---------------------------------
American General Life Insurance Company Executive Advantage
Separate Account II Policy Nos. 11GVULU997 & 11GVULD997
Established: June 5, 1986
Gemstone Life VUL
Policy No. 11VUL800
American General Life Insurance Company 11GVUL0495 (group contract)
Separate Account IV 16GVUL0495 (group certificate)
Established: July 18, 1995 11GVUL0197 (group contract)
16GVUL0197 (group certificate)
11PVUL0996 (individual contract)
11JVUL0197 (individual contract)
11JVUL0798 (individualcontract)
52221(7/91) (individual contract)
12PVUL1098 Rider
60175
60176
American General Life Insurance Company 11PVUL0996 (Individual Flexible
Separate Accounts 7 and 10 Variable Life Policy)
Established December 11, 1998 11FJVUL798 (Joint and Last Survivor
Variable Life Policy
Separate Account 9
Established November 18, 1998
American General Life Insurance Company Premier PPVUL 02056
Separate Account 101 PPVUL J&L 11FJVUL798 (JF0501)
Established: August 29, 2002
American General Life Insurance Company Premier PPVA 05060
Separate Account 102
Established: June 1, 2005
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SCHEDULE B
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PORTFOLIOS OF THE TRUST
-----------------------
JPMorgan Insurance Trust - Balanced Portfolio - Class 1
JPMorgan Insurance Trust - Core Bond Portfolio - Class 1
JPMorgan Insurance Trust - U.S. Equity Portfolio - Class 1
JPMorgan Insurance Trust - Diversified Mid Cap Growth Portfolio - Class 1
JPMorgan Insurance Trust - Mid Cap Value Portfolio - Class 1
JPMorgan Insurance Trust - Equity Index Portfolio - Class 1
JPMorgan Insurance Trust - International Equity Portfolio - Class 1
JPMorgan Insurance Trust - Intrepid Growth Portfolio - Class 1
JPMorgan Insurance Trust - Intrepid Mid Cap Portfolio - Class 1
JPMorgan Insurance Trust - Large Cap Growth Portfolio - Class 1
JPMorgan Insurance Trust - Large Cap Value Portfolio - Class 1
JPMorgan Insurance Trust - Small Cap Core Portfolio - Class 1
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