Exhibit 3C
SELLING GROUP AGREEMENT - SERVICING ONLY
(for Variable Life Insurance Policies originally issued by
American General Life Insurance Company of Delaware,
formerly known as AIG Life Insurance Company)
AMERICAN GENERAL EQUITY SERVICES CORPORATION AND
AMERICAN GENERAL LIFE INSURANCE COMPANY
This Selling Group Agreement - Servicing Only ("Agreement") is made by and
among AMERICAN GENERAL EQUITY SERVICES CORPORATION ("AGESC"), a Delaware
corporation, AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL"), a Delaware
domiciled life insurance company, and the following parties:
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("Selling Group Member")
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("Associated Agency")
RECITALS
WHEREAS, AGL is a wholly-owned subsidiary of AMERICAN INTERNATIONAL GROUP, INC.
("AIG"), a Delaware corporation;
WHEREAS, AGESC is an affiliate of AGL;
WHEREAS, AGL and AGESC are parties to a distribution agreement whereby AGL has
granted AGESC a non-exclusive right to promote the sale of AGL products set
forth in Schedule A;
WHEREAS, Selling Group Member and the Associated Agency are affiliates of each
other and neither is an affiliate of AGL or AGESC; and
WHEREAS, AGESC, AGL, Selling Group Member and the Associated Agency wish to
enter into this Agreement for the purpose of providing for servicing of certain
AGL variable universal life insurance policies and variable annuity contracts.
NOW THEREFORE, in consideration of the premises and mutual promises set forth
herein, and intending to be legally bound hereby, the parties agree as follows:
1. PRODUCT DISTRIBUTION.
Subject to the terms, conditions and limitations of this Agreement, the
products covered under this Agreement shall be serviced in accordance with
this section.
(a) Designation of the Parties.
AGESC is a registered broker-dealer and distributor of the variable
universal life insurance policies and variable annuity contracts set forth
in Schedule A (collectively, the "Contracts").
AGL is a Delaware licensed life insurance company issuing the Contracts. The
Contracts are registered with the Securities and Exchange Commission (the
"SEC").
Selling Group Member is registered with the SEC as a broker-dealer under the
Securities Exchange Act of 1934 ("1934 Act") and under any appropriate
regulatory requirements of state law and is a member in good standing of the
Financial Industry Regulatory Authority ("FINRA"), unless Selling Group
Member is exempt from the broker-dealer registration requirements of the
1934 Act.
Selling Group Member has FINRA registered representatives who will service
the Contracts.
The Associated Agency is a licensed insurance agency and will be appointed
by AGL as an agent of AGL as required by the appropriate state Insurance
Department. The relationship between the Associated Agency and AGL is that
of an independent contractor.
The FINRA registered representatives affiliated with Selling Group Member
are also appropriately licensed insurance agents of the Associated Agency
and upon approval by AGL, will be appointed by AGL as agents of AGL with the
appropriate Insurance Department ("Sales Persons"). The relationship between
the Sales Persons and Selling Group Member and the Sales Persons and AGL is
that of independent contractor.
AGESC hereby appoints Selling Group Member and the Sales Persons to service
the Contracts.
The appointment by AGESC of Selling Group Member and the Sales Persons and
the appointment by AGL of the Associated Agency and the Sales Persons for
the servicing of these Contracts is not to be deemed exclusive in any manner
and only extends to servicing of the Contracts.
(b) Responsibilities Of The Parties/Compliance.
(i) SELLING GROUP MEMBER/SALES PERSONS.
Selling Group Member shall be responsible for the servicing activities
of the Sales Persons and shall exercise supervisory oversight over the
Associated Agency and the Sales Persons with respect to such activities.
Selling Group Member shall be solely responsible for the approval of
suitability determinations related to the selection of any investment
option under the Contracts, in
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compliance with federal and state securities laws and shall supervise
the Associated Agency and the Sales Persons in determining suitability.
Selling Group Member shall hold AGL and AGESC harmless from any
financial claim resulting from improper suitability decisions or failure
to supervise the Associated Agency and the Sales Persons in accordance
with federal securities laws and FINRA regulation.
Selling Group Member will fully comply with the requirements of FINRA
and of the 1934 Act and such other applicable federal and state
securities laws and will establish rules, procedures and supervisory and
inspection techniques necessary to diligently supervise the activities
of the Sales Persons in connection with servicing of the Contracts. Such
supervision shall include, but not be limited to providing, or arranging
for, initial and periodic training in Contract provisions and benefits.
Upon request by AGESC or AGL, Selling Group Member will furnish
appropriate records as are necessary to establish diligent supervision.
Selling Group Member shall pay all costs associated with registering and
complying with the various rules of the SEC and FINRA relating to
broker-dealers.
Selling Group Member shall fully cooperate in any insurance or
securities regulatory examination, investigation, or proceeding or any
judicial proceeding with respect to AGL, AGESC, Selling Group Member and
Associated Agency and their respective affiliates, agents and
representatives to the extent that such examination, investigation, or
proceeding arises in connection with the Contracts. Selling Group Member
shall immediately notify AGESC if its broker-dealer registration or the
registration of any of its Sales Persons is revoked, suspended or
terminated. Selling Group Member shall also immediately notify AGL if
its broker-dealer registration is revoked, suspended or terminated.
(ii) THE ASSOCIATED AGENCY/SALES PERSONS.
Associated Agency is authorized to recommend Sales Persons for
appointment by AGL to service the Contracts. Associated Agency warrants
that no Sales Person shall provide servicing for the Contracts until
that Sales Person is appropriately licensed and appointed by AGL to
service the Contracts. Associated Agency shall be responsible for all
fees required to obtain and/or maintain any licenses or registrations
required by applicable Insurance Law. Associated Agency will fully
comply with the requirements of all applicable insurance laws and
regulations.
Associated Agency shall fully cooperate in any insurance or securities
regulatory examination, investigation, or proceeding or any judicial
proceeding with respect to AGL, AGESC, Selling Group Member and
Associated Agency and their respective affiliates, agents and
representatives to the extent that such examination, investigation, or
proceeding arises in connection with the Contracts. Associated Agency
shall immediately notify AGESC if its insurance license or the license
of any of its Sales Persons is revoked, suspended, or terminated.
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(iii) AGL.
AGL warrants, represents and covenants that the prospectus(es) and
registration statement(s) relating to the Contracts and all sales
materials, if any, approved by AGL with respect to the Contracts,
contain no untrue statements of material fact or omission of a material
fact, the omission of which makes any statement contained therein
materially false or misleading. AGL agrees to indemnify and hold
harmless Associated Agency and Selling Group Member from and against any
claims, liabilities and expenses which may be incurred by any of those
parties under the Securities Act of 1933 ("1933 Act"), the 1934 Act, the
Investment Company Act of 1940 (the "1940 Act") common law, or
otherwise, that arise out of a breach of this paragraph.
AGL shall fully cooperate in any insurance or securities regulatory
examination, investigation, or proceeding or any judicial proceeding
with respect to AGL, AGESC, Selling Group Member and/or Associated
Agency and their respective affiliates, agents and representatives to
the extent that such examination, investigation, or proceedings arise in
connection with the Contracts.
(iv) AGESC.
AGESC shall fully cooperate in any insurance or securities regulatory
examination, investigation, or proceeding or any judicial proceeding
with respect to AGL, AGESC, Selling Group Member and/or Associated
Agency and their respective affiliates, agents and representatives to
the extent that such examination, investigation, or proceedings arise in
connection with the Contracts. AGESC shall immediately notify Selling
Group Member and the Associated Agency if its broker-dealer registration
is revoked, suspended or terminated.
(c) New Products.
AGL and AGESC will not propose and AGL will not issue any additional or
successor Contracts. This Agreement is solely for the purpose of servicing
Contracts listed on Schedule A. Selling Group Member is permitted to service
any and all Contracts that are listed on Schedule A, and for which Selling
Group Member represents Contract owners.
(d) Sales Material/Books and Records.
Associated Agency, Selling Group Member and Sales Persons shall not utilize,
in their efforts to service the Contracts, any written brochure, prospectus,
descriptive literature, printed and published material, audio-visual
material or standard letters unless such material has been provided
preprinted by AGL or unless AGL has provided prior written approval for the
use of such literature. In accordance with any applicable insurance laws and
regulations, Associated Agency and/or Selling Group Member shall maintain
complete records indicating the manner and extent of distribution of any
such solicitation material, shall make such records and files available to
AGL and/or AGESC and shall forward such records to AGL and AGESC.
Additionally, Selling Group Member and/or Associated Agency shall make such
material available to personnel of state insurance departments, FINRA or
other regulatory agencies, including the SEC, which may have regulatory
authority over AGL or AGESC. Associated Agency and
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Selling Group Member jointly and severally hold AGL, AGESC and their
affiliates harmless from any liability arising from the use of any material
which either (i) has not been specifically approved in writing by AGL, or
(ii) although previously approved, has been disapproved by AGL in writing
for further use.
Selling Group Member will reflect all transactions in the Contracts by
Associated Agency and the Sales Persons on the books and records of Selling
Group Member. Selling Group Member hereby designates the principal place of
business of Associated Agency as an Office of Supervisory Jurisdiction of
Selling Group Member.
2. COMPENSATION.
AGL will remit to Associated Agency compensation as set forth in the
compensation schedule that was applicable at the time the Contract was
issued and for which compensation is to be paid in compliance with any
applicable insurance laws and regulations. Associated Agency will remit the
compensation otherwise due and payable to Sales Persons to Selling Group
Member which, in turn, will pay the Sales Persons. AGL will not accept or
otherwise honor any assignment of compensation by Associated Agency in
connection with the sale of the Contracts, unless such assignment complies
with all applicable insurance laws and regulations.
3. CUSTOMER SERVICE AND COMPLAINTS.
Selling Group Member and Associated Agency consent that AGL and/or AGESC may
contact Contract owners, including utilizing information received from them
with respect to the Contract and pursuant to processing any claims and
complaints under a Contract. The parties agree to cooperate fully in the
investigation and processing of any complaint associated with the sale of
the Contracts under this Agreement.
4. INDEMNIFICATION.
Selling Group Member and Associated Agency agree to hold harmless and
indemnify AGESC and AGL and each of their respective employees, controlling
persons, officers or directors against any losses, expenses (including
reasonable attorneys' fees and court costs), damages or liabilities to which
AGESC and/or AGL or such affiliates, controlling persons, officers or
directors become subject, under the 1933 Act, any applicable insurance laws
or regulations or otherwise, insofar as such losses, expenses, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any performance, non-performance or breach of any warranty, representation
or covenant of this Agreement by Selling Group Member, Associated Agency,
and/or Sales Persons, or are based upon any alleged or untrue statement of
Selling Group Member, Associated Agency or Sales Person other than
statements contained in the AGL approved sales material for any Contract, or
in the registration statement or prospectus for any Contract.
AGL hereby agrees to indemnify and hold harmless Selling Group Member and
Associated Agency and each of their respective employees, controlling
persons, officers or directors against any losses, expenses (including
reasonable attorneys' fees and court costs), damages or liabilities to which
Selling Group Member and/or Associated Agency or such affiliates,
controlling persons, officers or directors become subject, under the 1933
Act, the 1934 Act, the 1940 Act, any
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applicable insurance laws or regulations or otherwise, insofar as such
losses, expenses, damages or liabilities (or actions in respect thereof)
arise out of or are based upon AGL's performance, non-performance or breach
by AGL or AGESC of any warranty, representation or covenant of this
Agreement, or are based upon any untrue statement contained in, or material
omission from, the prospectus, the registration statement or the approved
sales materials, if any, for any of the Contracts.
5. FIDELITY BOND.
Associated Agency represents that all directors, officers, employees and
Sales Persons of Associated Agency licensed pursuant to this Agreement or
who have access to funds of AGL are and will continue to be covered by a
blanket fidelity bond including coverage for larceny, embezzlement and other
defalcation, issued by a reputable bonding company. This bond shall be
maintained at Associated Agency's expense.
Such bond shall be at least equivalent to the minimal coverage required
under the Conduct Rules of FINRA and endorsed to extend coverage to life
insurance and annuity transactions. Associated Agency acknowledges that AGL
may require evidence that such coverage is in force and Associated Agency
shall promptly give notice to AGL of any notice of cancellation or change of
coverage.
Associated Agency assigns any proceeds received from the fidelity bond
company to AGL to the extent of AGL's loss due to activities covered by the
bond. If there is any deficiency, Associated Agency will promptly pay AGL
that amount on demand. Associated Agency indemnifies and holds harmless AGL
from any deficiency and from the cost of collection.
6. LIMITATIONS ON AUTHORITY.
The Contract forms are the sole property of AGL. No person other than AGL
has the authority to make, alter or discharge any policy, Contract,
certificate, supplemental contract or form issued by AGL. No party has the
right to waive any provision with respect to any Contract or policy; give or
offer to give, on behalf of AGL, any tax or legal advice related to the
purchase of a Contract or policy, or make any settlement of any claim or
bind AGL or any of its affiliates in any way. No person has the authority to
enter into any proceeding in a court of law or before a regulatory agency in
the name of or on behalf of AGL except for appropriate authorized
representatives.
7. ARBITRATION.
The parties agree that any controversy between or among them arising out of
their business or pursuant to this Agreement that cannot be settled by
agreement shall be taken to arbitration as set forth herein. Such
arbitration will be conducted according to the securities arbitration rules
of FINRA then in effect. Arbitration may be initiated by serving or mailing
a written notice.
The arbitrators shall render a written opinion, specifying the factual and
legal bases for the award, with a view to effecting the intent of this
Agreement. The written opinion shall be signed by a majority of the
arbitrators. In rendering the written opinion, the arbitrators shall
determine the rights and obligations of the parties according to the
substantive and procedural laws of the State of Delaware. Accordingly, the
written opinion of the arbitrators will be determined by the
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rule of law and not by equity. The decision of the majority of the
arbitrators shall be final and binding on the parties and shall be enforced
by the courts in Delaware.
8. CONFIDENTIALITY AND PROTECTION OF NONPUBLIC PERSONAL INFORMATION.
(A) Confidentiality.
"Confidential Information" of a party shall mean all confidential or
proprietary information, including trade secrets, expressions, ideas,
business practices and Sales Persons of such party in any medium, as
well as the terms of this Agreement, but shall not include NPI (as
defined below) which is subject to separate provisions of this
Agreement. For purposes of this Agreement and unless otherwise
indicated, reference to each party shall include their affiliates,
agents and contractors. All Confidential Information relating to a party
shall be held in confidence by the other party to the same extent and in
at least the same manner as such party protects its own confidential or
proprietary information, but in no case to a lesser extent than
reasonable care under the circumstances requires. No party shall
disclose, publish, release, transfer or otherwise make available
Confidential Information of any other party in any form to, or for the
use or benefit of, any person or entity without the other parties'
consent. Each party shall, however, be permitted to disclose relevant
aspects of the other parties' Confidential Information to its officers,
agents, subcontractors and employees to the extent that such disclosure
is reasonably necessary for the performance of its duties and
obligations under this Agreement; provided, however, that such party
shall take all reasonable measures to ensure that Confidential
Information of the other party or parties is not disclosed or duplicated
in contravention of the provisions of this Agreement by such officers,
agents, subcontractors and employees.
The obligations herein shall not restrict any disclosure by any party to
(a) any governmental and "quasi-governmental" authority having
jurisdiction over such party, pursuant to any applicable state or
federal laws, or (b) by order of any court or government agency
(provided that the disclosing party shall give prompt notice to the
non-disclosing party or parties of such order) and (c) shall not apply
with respect to Confidential Information which (1) is developed by the
other party independently of the Confidential Information of the
disclosing party without violating the disclosing party's proprietary
rights, (2) is or becomes publicly known (other than through
unauthorized disclosure), (3) is disclosed by the owner of such
information to a third party free of any obligation of confidentiality,
(4) is already known by such party without an obligation of
confidentiality other than pursuant to this Agreement or any
confidentiality agreements entered into before the effective date of
this Agreement, or (5) is rightfully received by a party free of any
obligation of confidentiality.
(B) Protection of Nonpublic Personal Information.
(1) Definition of Nonpublic Personal Information.
Nonpublic personal information of customers or consumers ("NPI")
includes, but is not limited to, names, addresses, account balances,
account numbers, account activity, social security numbers, taxpayer
identification numbers, and sensitive, financial and health
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information. NPI includes information on each party's forms or in a
database of any kind, information created by each party, information
collected by or on behalf of a party, and personally identifiable
information derived from NPI.
There may be instances where each party will have the same NPI that may
be subject to different privacy policies and procedures according to the
notices provided to the customer or consumer by the respective parties
to the Agreement.
(2) Disclosure and Use of NPI.
All NPI that any party obtains as a result of this relationship shall
not be used, disclosed, reused or redisclosed to any third party, except
to carry out the purposes for which the information was disclosed or as
otherwise permitted or required by law. All NPI of the other parties
shall be held in confidence to the same extent and in at least the same
manner as the holding party protects its own NPI, but in no case in a
lesser manner than a reasonable degree of care under the circumstances.
Each party shall be permitted to disclose relevant aspects of the other
parties' NPI to its officers, agents, subcontractors and employees only
to the extent that such disclosure is reasonably necessary for the
performance of its duties and obligations under the Agreement; provided
that such party shall take all reasonable measures to ensure that the
NPI of the other party or parties is not disclosed or reproduced in
contravention of the provisions of this Agreement by such party's
officers, agents, subcontractors and employees.
The obligations of this Agreement shall not restrict any disclosure by
any party (a) to any governmental or "quasi' governmental" authority
having jurisdiction thereon, pursuant to any applicable state or federal
laws, or (b) by request or order of any court or government agency
(provided that the disclosing party shall seek appropriate protections
and provide prompt notice to the non-disclosing party or parties of such
order that any other party will have a reasonable opportunity to oppose
the disclosure, request or order).
The obligations of this Agreement shall not apply to information which,
without breach of obligation of confidentiality: (1) is independently
developed by a party; (2) is or becomes publicly known; (3) is already
known by such party as evidenced by the written records of such party;
or (4) is obtained from an independent source.
(3) Security of NPI.
The parties further agree to establish and maintain policies and
procedures reasonably designed to ensure the confidentiality and
security of NPI. This shall include procedures to protect against any
anticipated threats or hazards to the security or integrity of the
information and unauthorized access to or use of the information. For
reasonable cause, each party may audit the use or disclosure of NPI upon
reasonable written notice to the other party. Each party will promptly
advise the other parties of any breach of obligations of this Agreement
with respect to NPI of which the breaching party is aware.
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(4) Other Provisions.
The parties agree that they shall abide by the provisions of the
Xxxxx-Xxxxx-Xxxxxx Act and other applicable privacy laws and regulations
and that the obligations described herein shall continue after
termination of this Agreement. Any provision in this Agreement or any
agreement that is inconsistent with the obligations herein shall be void.
This Agreement comprises the entire agreement among the parties
concerning NPI. There are no oral or implied promises or other
obligations concerning said subject matter that have not been set forth
herein. This Agreement may not be modified without a written agreement
executed by all parties.
9. ANTI-MONEY LAUNDERING COMPLIANCE.
Selling Group Member acknowledges that it is responsible for anti-money
laundering compliance related to retail sales and servicing of Contracts
conducted pursuant to this Agreement. Selling Group Member has established
and implemented policies and procedures reasonably designed to discharge its
obligations pursuant to applicable federal laws and regulations regarding
money laundering, including applicable provisions of U.S. Public Law 107-56,
the USA Patriot Act and specifically the regulations of the U.S. Department
of the Treasury adopted pursuant to Section 352 of the USA Patriot Act,
other applicable regulations of the U.S. Department of the Treasury, and the
Executive Orders related to the U.S. Department of the Treasury's Office of
Foreign Assets Control ("OFAC"). Without limitation, the policies and
procedures are designed to reasonably assure:
(A)That Selling Group Member reasonably believes and believes in fact that
all evidence of identity of a purchaser of a Contract furnished in
connection with an application for the purchase of such Contract is
genuine.
(B)That Selling Group Member reasonably believes and believes in fact that
no premium funds tendered for the purchase of a Contract directly or
indirectly are derived from activities that may contravene U.S. federal,
state or international laws or regulations.
(C)That Selling Group Member reasonably believes and believes in fact that
no applicant for a Contract ("Applicant"), nor any person controlling,
controlled by or under common control with an Applicant, or a person for
whom such Applicant is acting as agent or nominee in connection with the
acquisition of such Contract, or who will have a beneficial interest in
such Contract, is:
(1)a country, territory, organization or person or entity named on the
List of Specially Designated Nationals and Blocked Persons maintained
by OFAC, as such list may be amended from time to time;
(2)a person or entity that resides or has a place of business in a
country or territory named on an OFAC list, or that is designated as
a Non-Cooperative Jurisdiction by the Financial Action Task Force on
Money Laundering, or whose premium funds tendered for the acquisition
of such Contract are transferred from or through any such country or
territory;
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(3)a "foreign shell bank" as such term is described in 31 U.S.C.
Section 5318(j) and U.S. Department of the Treasury regulations
thereunder;
(4)a person or entity that resides in or is organized under the laws of
a jurisdiction designated by the Secretary of the Treasury pursuant
to 31 U.S.C. Section 5318A as a "jurisdiction of primary money
laundering concern;" or,
(5)a "senior foreign political figure," or a "family member" or "close
associate" of such a senior foreign political figure within the
meaning of the Guidance on Enhanced Scrutiny for Transactions that
May Involve the Proceeds of Foreign Official Corruption issued by the
U.S. Department of the Treasury or, if Selling Group Member has
determined that an applicant or such other person is a "senior
foreign political figure," or a "family member" or "close associate"
of a senior foreign political figure, the broker dealer has
diligently scrutinized the proposed purchase of the Contract by or
for the benefit of such person.
(D)Selling Group Member agrees to certify annually, if requested, that it
has implemented and complied with its anti-money laundering obligations
and will upon reasonable request provide documentation concerning its
anti-money laundering policies, procedures and processes.
10. GENERAL PROVISIONS.
(a) Waiver.
Failure of any of the parties to promptly insist upon strict compliance
with any of the obligations of any other party under this Agreement will
not be deemed to constitute a waiver of the right to enforce strict
compliance.
(b) Independent Assignment.
No assignment of this Agreement or of commissions or other payments
under this Agreement shall be valid without prior written consent of
AGL. Furthermore, except as provided below, this Agreement and any
rights pursuant hereto shall be assignable only upon the written consent
of all of the parties hereto. Except as and to the extent specifically
provided in this Agreement, nothing in this Agreement, expressed or
implied, is intended to confer on any person other than the parties
hereto, or their respective legal successors, any rights, remedies,
obligations, or liabilities, or to relieve any person other than the
parties hereto or their respective legal successors, from any
obligations or liabilities that would otherwise be applicable.
(c) Notice.
Any notice pursuant to this Agreement may be given electronically (other
than vocally by telephone) or by mail, postage paid, transmitted to the
last address communicated by the receiving party to the other parties to
this Agreement.
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(d) Severability.
To the extent this Agreement may be in conflict with any applicable law
or regulation, this Agreement shall be construed in a manner consistent
with such law or regulation. The invalidity or illegality of any
provision of this Agreement shall not be deemed to affect the validity
or legality of any other provision of this Agreement.
(e) Amendment.
This Agreement may be amended only in writing and signed by all parties.
No amendment will impair the right to receive commissions accrued with
respect to Contracts issued and applications procured prior to the
amendment.
(f) Entire Agreement.
This Agreement together with such amendments as may from time to time be
executed in writing by the parties, constitutes the entire agreement and
understanding between the parties in respect to the transactions
contemplated hereby and supersedes all prior agreements, arrangements
and understandings related to the subject matter hereof.
(g) Termination.
This Agreement may be terminated by any party upon 30 days' prior
written notice. It may be terminated for cause, defined as a material
breach of this Agreement, by any party immediately. Termination of this
Agreement shall not impair the right to receive commissions or service
fees accrued prior to the termination except for a termination due to
cause.
(h) Governing Law.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in that state, without regard to
principles of conflict of laws.
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By signing below, the undersigned agree to have read and be bound by the terms
and conditions of this Agreement.
Date:
SELLING GROUP MEMBER:
(BROKER-DEALER) (TAX ID #)
Address:
Signature:
Name & Title:
ASSOCIATED AGENCY:
(PRIMARY INSURANCE AGENCY) (TAX ID #)
Address:
Signature:
Name & Title:
American General Equity Services Corporation
0000-X Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Signature:
Name & Title:
American General Life Insurance Company
000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Signature:
Name & Title
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SCHEDULE A
(January 2, 2013)
AMERICAN GENERAL LIFE INSURANCE COMPANY
CONTRACTS COVERED BY THIS AGREEMENT
VARIABLE LIFE INSURANCE CONTRACTS (SERVICING ONLY):
CONTRACT REGISTRATION FORMS SEPARATE
CONTRACT NAME FORM NOS AND NUMBERS ACCOUNT
------------- ----------- ------------------ --------------------
. Gallery Life 1VUL1294 Form S-6 Separate Account II
Variable Universal Life Insurance Nos. 811-04867
(Individual) 333-
. Gemstone Life 11VUL800 Form S-6 Separate Account II
Variable Universal Life Insurance Nos. 811-04867
(Individual & Group) 333-
. Flexible Premium 1VUL1294 Form S-6 Separate Account II
Variable Universal Life Insurance Nos. 811-04867
(Individual) 333-
. Flexible Premium Variable Universal 11GVUL0597 Form S-6 Separate Account II
Life Insurance Nos. 811-04867
(Group) 333-
. Polaris Life 11VUL399G Form S-6 Separate Account II
Variable Universal Life Insurance Nos. 811-04867
(Individual & Group) 333-
. Polaris Survivorship Life 11LSVUL699 Form S-6 Separate Account II
Variable Universal Life Insurance Nos. 811-04867
333-
Selling Group Member will receive compensation for the servicing of any of the
contracts listed on this Schedule A.
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