Exhibit 1. (8)(a)
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Proposed form of Agreement to Purchase Shares
STOCK SALE AGREEMENT
This Agreement dated , between GENERAL AMERICAN
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LIFE INSURANCE COMPANY, a mutual insurance company organized under the laws of
Missouri ("GALIC"), and General American Capital Company, a corporation
organized under the laws of Maryland ("Capital Company");
WITNESSETH, that
WHEREAS, Capital Company will serve as the investing medium for
General American Life Insurance Company Separate Account Eleven ("Separate
Account"), established by GALIC under Section 376.309 of the revised statutes
of Missouri; and
WHEREAS, Capital Company desires to sell its shares to the Separate
Account and to organizations approved by GALIC (the Separate Account, other
separate accounts, and other organizations herein collectively called
"Prospective Purchasers"); and
WHEREAS, some of the Prospective Purchasers now desire to purchase
shares of Capital Company, and other Prospective Purchasers may desire to do
so;
NOW THEREFORE, in consideration of the premises and of the mutual
convenants herein contained and other good and valuable consideration the
receipt of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. Sales of Shares to Prospective Purchasers. Capital Company
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will sell its shares at the "net asset value" of such
shares (as defined in the preliminary prospectus forming part of the
Registration Statement of Capital Company, Registration No. 33-10145 under the
Securities Act of 1933) to such of the Prospective Purchasers as shall seek to
buy shares of Capital Company. Such sales will be made by Capital Company in
such amounts as may be requested from time to time at the net asset value as
next determined after any such request is received by Capital Company. Capital
Company will take such steps as may be necessary to provide a sufficient number
of its shares to meet the requests of the Prospective Purchasers. No
Prospective Purchaser shall be under any obligation to purchase shares of
Capital Company at any time or in any amount.
2. No Sales to Others; Redemptions. Capital Company will not,
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so long as this Agreement remains in effect,
(a) sell its shares to any person other than Prospective
Purchasers; or
(b) change the terms and conditions for the redemption of
its shares set forth in the Registration Statement referred to in Paragraph 1.
3. Organizational Expenses of Capital Company. GALIC will pay
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the organization costs of Capital Company. These include:
(a) the cost of incorporation and registering Capital
Company with state and federal authorities,
(b) required initial capital, if any,
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(3) printing costs of the prospectuses for Capital
Company.
4. Termination of Agreement. This Agreement may be terminated
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at any time by GALIC on 360 days' written notice to Capital Company or by
Capital Company on 360 days' written notice to GALIC.
5. Notices. Any notice under this Agreement shall be in writing
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and if to Capital Company, delivered or mailed postage prepaid to it at 000
Xxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or at any other address that Capital
Company may hereafter designate by written notice to GALIC, and if to GALIC,
delivered or mailed postage prepaid to it at 000 Xxxxxx Xxxxxx, Xx. Xxxxx,
Xxxxxxxx 00000, or at any other address that GALIC may hereafter designate by
written notice to Capital Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their corporate names, all as of the date first above written.
GENERAL AMERICAN LIFE INSURANCE
COMPANY
ATTEST: By
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Secretary President
GENERAL AMERICAN CAPITAL COMPANY
ATTEST: By
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Secretary President
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