Exhibit 8(f)(ii)
CMA TERMINATION AGREEMENT
This Termination Agreement (this "Agreement"), is made, entered into and
effective as of October 31, 2014, by and between American International Group,
Inc., a corporation organized under the laws of the State of Delaware ("AIG"),
and The Variable Annuity Life Insurance Company, a corporation organized under
the laws of the State of Texas (the "Company"). The Company and AIG are
collectively referred to herein as the "Parties" and each, as a "Party".
WITNESSETH:
WHEREAS, the Company is an indirect, wholly owned subsidiary of AIG, and is
a party to that certain Amended and Restated Unconditional Capital Maintenance
Agreement, entered into and effective as of February 18, 2014, with AIG (the
"CMA"), pursuant to which AIG agreed to, among other things, maintain the total
adjusted capital of the Company at or above a specified minimum percentage as
stated therein; and
WHEREAS, the Parties acknowledge that AIG and its consolidated subsidiaries
generally manage capital between AIG and its insurance subsidiaries (including
the Company) through internal policies and guidelines approved by AIG's Board of
Directors, and, as such, are mutually agreeing to terminate the CMA in
accordance with the terms herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the Parties hereto agree as follows:
1. CMA Termination. The CMA is hereby terminated in its entirety effective
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immediately. Further, the Parties mutually agree that termination of the CMA as
provided for herein shall be, and is hereby, deemed as a termination made under
paragraph 7 of the CMA.
2. Entire Agreement; Successors. This Agreement constitutes the entire
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agreement between the Parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussion, whether oral or written, of the Parties. The
agreements herein set forth shall be mutually binding upon and inure to the
mutual benefit of the Parties and their respective successors.
3. Governing Law; Severability. This Agreement shall be governed by and
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construed in accordance with the laws of New York without giving effect to the
principles of conflict of laws. If any provision of this Agreement shall be
declared null, void or unenforceable in whole or in part by any court,
arbitrator or governmental agency, said provision shall survive to the extent it
is not so declared and all the other provisions of this Agreement shall remain
in full force and effect unless, in each case, such declaration shall serve to
deprive either Party of the fundamental benefits of or rights under this
Agreement.
4. Headings; Counterparts. The section headings contained in this
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Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement. This Agreement may be signed by
the Parties in one or more counterparts which together shall constitute one and
the same agreement among the Parties.
Exhibit 8(f)(ii)
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and Chief Corporate Actuary
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By: /s/ XXXX XXXX XXXXXX
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Name: Xxxx Xxxx Xxxxxx
Title: Executive Vice President & Chief Financial Officer
