EXHIBIT 8(f)(1)
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
The United States Life Insurance Company in the City of New York
(formerly "First SunAmerica Life Insurance Company")
SunAmerica Capital Services, Inc.
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us"), First SunAmerica Life Insurance Company ("First
SunAmerica" or "you"), and SunAmerica Capital Services, Inc., your distributor,
on your behalf and on behalf of certain Accounts, have previously entered into a
Participation Agreement dated Feburary 4, 2008, and subsequently amended October
11, 2010 (the "Agreement"). The parties now desire to amend the Agreement by
this amendment (the "Amendment"). Unless otherwise indicated, the terms defined
in the Agreement shall have the same meaning in this Amendment.
WHEREAS, First SunAmerica intends to merge with The United States Life Insurance
Company in the City of New York ("USL"), effective as of January 1, 2012;
WHEREAS, subject to receipt of all regulatory approvals, including the approvals
of the Securities and Exchange Commission and certain state insurance
departments, First SunAmerica is expected to merge with and into USL on or
around January 1, 2012 (the "Merger"), and USL, as the surviving entity of the
Merger, will assume the responsibilities of First SunAmerica under this
Agreement.
A M E N D M E N T
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement, effective as of the date
of the Merger, as follows:
1. The United States Life Insurance Company in the City of New York is added
as a party to the Agreement and consents to assume and fulfill the
responsibilities of First SunAmerica under this Agreement. All references
to First SunAmerica or Company in this Agreement shall mean The United
States Life Insurance Company in the City of New York.
2. Schedules A and G of the Agreement are deleted and replaced in their
entirety with the Schedules A and G attached hereto, respectively.
3. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized
officers to execute this Amendment effective as of January 1, 2012.
The Trust: FRANKLIN XXXXXXXXX VARIABLE INSURANCE
Only on behalf of PRODUCTS TRUST
each Portfolio listed
on Schedule C of
the Agreement.
By:
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
The Underwriter: FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By:
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
The Company: THE UNITED STATES LIFE INSURANCE COMPANY IN
THE CITY OF NEW YORK
By:
--------------------------------
Name:
Title:
The Distributor: SUNAMERICA CAPITAL SERVICES, INC.
By:
--------------------------------
Name:
Title:
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SCHEDULE A
THE COMPANY AND ITS DISTRIBUTOR
THE COMPANY
The United States Life Insurance Company in the City of New York
00000 Xxxxxx Xxxxxx
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
An insurance company organized under the laws of the State of New York.
THE DISTRIBUTOR
SunAmerica Capital Services, Inc.
Harborside Financial Center
0000 Xxxxx 0
Xxxxxx Xxxx, XX 00000
A corporation organized under the laws of the State of New York.
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SCHEDULE G
ADDRESSES FOR NOTICES
To the Company: The United States Life Insurance Company in the City
of New York
00000 Xxxxxx Xxxxxx
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Executive Vice President
If to the Company The United States Life Insurance Company in the City
of New York
with a copy to: 0 XxxXxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: General Counsel
To the Distributor: SunAmerica Capital Services, Inc.
Harborside Financial Center
0000 Xxxxx 0
Xxxxxx Xxxx, XX 00000
Attention: General Counsel
To the Trust: Franklin Xxxxxxxxx Variable Insurance Products Trust
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Vice President
To the Underwriter: Franklin/Xxxxxxxxx Distributors, Inc.
000 Xxxxxxxx Xxxxxxx, Xxxx. 000, 0xx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx, President
If to the Trust or
Underwriter with
a copy to: Franklin Xxxxxxxxx Xxxxxxxxxxx
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
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