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EXHIBIT 1(a)(2)
AMENDMENT DATED AUGUST 26, 1998
TO THE AGREEMENT AND DECLARATION OF TRUST
OF
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 3
DATED MAY 6, 1998
This Amendment dated August 26, 1998 to the Agreement and Declaration of Trust
of American General Series Portfolio Company 3 (the "Trust") dated May 6, 1998,
is made in accordance with Section 9.5 thereof to restate paragraph (b) of
Section 4.1 to read as follows:
(b) Number. The Trustees serving as such, whether named above or
hereafter becoming Trustees, may increase (to not more than twelve (12)) or
decrease the number of Trustees to a number other than the number theretofore
determined by a written instrument signed by a Majority of the Trustees (or by
an officer of the Trust pursuant to the vote of a Majority of the Trustees).
No decrease in the number of Trustees shall have the effect of removing any
Trustee from office prior to the expiration of his or her term, but the number
of Trustees may be decreased in conjunction with the removal of a Trustee
pursuant to Section (e) of this Section 4.1.
WITNESS the signature of the undersigned this 26th day of August, 1998.
/s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx,
Vice President and Assistant Secretary
