AMENDMENT NO. 1
TO AMENDED AND RESTATED
PRINCIPAL UNDERWRITING AND SERVICING AGREEMENT
THIS AMENDMENT NO. 1 (the "Amendment") is entered into this 15th day of
March, 1999, by and between AAL Capital Management Corporation ("Distributor")
and Aid Association for Lutherans ("AAL"), on behalf of itself and on behalf of
the AAL Variable Account I, AAL Variable Account II, and the AAL Variable Life
Account I, for the purpose of amending the Principal Underwriting and Servicing
Agreement by and between those two parties dated November 23, 1994, as amended
and restated on March 4, 1998 (as so amended and restated the "Distributor
Agreement"). Capitalized terms used in this Amendment which are not defined
herein shall have the meanings defined for such terms in the Distributor
Agreement.
WHEREAS, AAL and its newly established separate account, AAL Variable
Annuity Account II, a separate account registered under the Investment Company
Act of 1940, propose to offer for sale to the public certain single premium
immediate variable annuity contracts;
WHEREAS, effective upon the effectiveness of AAL Variable Annuity
Account II's registration statement filed under the Securities Act of 1933, AAL
desires to appoint the Distributor as, and the Distributor desires to accept
appointment as, the principal underwriter in a continuous offering of the single
premium immediate annuity contracts for AAL, and the parties thereby wish to
amend the Distributor Agreement to cover the Distributor's offer and sale of the
single premium immediate variable annuity contracts of AAL Variable Annuity
Account II;
NOW, THEREFORE, for consideration described in the Distributor
Agreement and to carry out the mutual promises and intentions of the parties set
forth herein, the parties to this Amendment hereby agree to amend the
Distributor Agreement as follows:
1. ACCOUNTS. As used in the Distributor Agreement, the term "ACCOUNTS" shall
include the AAL Variable Annuity Account II, in addition to the AAL
Variable Annuity Account I and AAL Variable Life Account I.
2. Certificate. As used in the Distributor Agreement, the term "Certificates"
shall include single premium immediate variable annuity contracts proposed
to be offered by AAL through AAL Variable Annuity Account II.
3. Sales Commissions. AAL will pay Distributor a sales commission on sales of
single premium immediate variable annuity contracts in accordance with the
schedule for Variable Annuities set forth on Schedule A attached to the
Distributor Agreement.
4. Effect on Other Provisions. Except to extend the terms of the Distributor
Agreement to cover and include the offer and sale of single premium
immediate variable annuity contracts offered by AAL through the AAL
Variable Annuity Account II, and except as explicitly amended by this
Amendment, the terms and provisions of the Distributor Agreement shall
continue in full force and effect, unaffected by the provisions of this
Amendment.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
by its duly authorized officer as of the day and year written above.
AID ASSOCIATION FOR LUTHERANS AAL CAPITAL MANAGEMENT
CORPORATION
By: /s/Xxxx X. Xxxxxxx By: /s/Xxxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxx
President and Chief President and Chief
Executive Officer Executive Officer
Attest: /s/Xxxxxxx X. Xxx Attest: /s/Xxxxxxx X. Xxx
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Xxxxxxx X. Xxx Xxxxxxx X. Xxx
Senior Vice-President, Senior Vice President,
Secretary and General Secretary and General
Counsel Counsel
