Variable Account II of AGL of Delaware Sample Contracts

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Exhibit (h)(5)(a) AMENDED AND RESTATED -------------------- PARTICIPATION AGREEMENT -----------------------
Participation Agreement • January 2nd, 2013 • Variable Account II of AGL of Delaware • Massachusetts
AGREEMENT BETWEEN AMERICAN INTERNATIONAL GROUP, INC. AND AIG LIFE INSURANCE COMPANY
Agreement • July 28th, 2006 • Variable Account Ii Aig Life Insurance Co • New York
EXHIBIT (h)(12)(b) AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • June 16th, 2003 • Variable Account Ii Aig Life Insurance Co
AGREEMENT --------
Investment Advisory Agreement • January 2nd, 2013 • Variable Account II of AGL of Delaware • New York
MORGAN STANLEY DEAN WIITER INVESTMENT MANAGEMENT 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 (212) 762-4000 May 1, 2000 Ms. Lori Guadagno AIG Life Insurance Company One Alico Plaza Wilmington, Delaware 19801 Dear Ms. Guadagno: We are pleased...
Letter Agreement • January 2nd, 2013 • Variable Account II of AGL of Delaware

We are pleased to have entered into agreements with AIG Life Insurance Company (the "Company") dated May 15, 1998 and December 31, 1998, providing for the purchase by the Company of shares of The Universal Institutional Funds, Inc. (the "Fund," formerly Morgan Stanley Dean Witter Universal Funds, Inc.) for its separate accounts to fund variable annuity contract and variable life policy benefits (each a "Participation Agreement").

Among
Participation Agreement • June 16th, 2003 • Variable Account Ii Aig Life Insurance Co • Massachusetts
RECITALS
Shareholder Services Agreement • June 16th, 2003 • Variable Account Ii Aig Life Insurance Co
between
Automatic Reinsurance Agreement • May 1st, 2007 • Variable Account Ii Aig Life Insurance Co • New York
Exhibit (j)(5) AGREEMENT AND PLAN OF MERGER
Merger Agreement • January 2nd, 2013 • Variable Account II of AGL of Delaware • Texas
EXHIBIT B
Principal Underwriter's Agreement • October 27th, 1998 • Variable Account Ii Aig Life Insurance Co

Principal Underwriter's Agreement between AIG Life Insurance Company and American International Fund Distributors, dated August 15, 1989

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GRAPHIC AIG LIFE] AIG Life Insurance Company P.O. Box 667 One Alico Plaza Wilmington, Delaware 19899-0667 A capital stock company This Policy is a contract between AIG Life Insurance Company ("We", "Us" or "Our") and the Policyholder ("You" or "Your")...
Life Insurance Policy • March 13th, 1998 • Variable Account Ii Aig Life Insurance Co

This Policy is a contract between AIG Life Insurance Company ("We", "Us" or "Our") and the Policyholder ("You" or "Your") shown on the Policy Schedule.

BY AND AMONG
Participation Agreement • May 2nd, 2011 • Variable Account II of AGL of Delaware • Maryland
September 7, 2012 AllianceBernstein Investments, Inc. (f/k/a Alliance Fund Distributors, Inc.) AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P. ) AllianceBerstein Investor Services, Inc. (f/k/a Alliance Global Investor Services, Inc.)...
Participation Agreement • January 2nd, 2013 • Variable Account II of AGL of Delaware

Re: (1) Participation Agreement among SunAmerica Annuity and Life Assurance Company (formerly AIG SunAmerica Life Assurance Company and Anchor National Life Insurance Company)("SAAL"), SunAmerica Capital Services, Inc., Alliance Capital Management L.P. and Alliance Fund Distributors, Inc.("AFD"), dated as of June 1, 2002; (2) Participation Agreement among American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware"), American General Equity Services Corporation ("AGESC") (formerly AIG Equity Sales Corp.), Alliance Capital Management L.P. and Alliance Fund Distributors, Inc. dated May 1, 1999 ("AGL of Delaware Agreement"); (3) Participation Agreement among AGL of Delaware, AllianceBernstein Variable Products Series Fund, Inc. (formerly Alliance Variable Products Series Fund, Inc.) and Alliance Fund Distributors, Inc. dated May 1, 1995 (also referred to as "AGL of Delaware Agreement"); (4) Fund Participation Agreement among AGL of Delaware

RECITALS
Intermediary Agreement • May 2nd, 2011 • Variable Account II of AGL of Delaware • Texas
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