AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT BY AND BETWEEN GOLDMAN SACHS VARIABLE INSURANCE TRUST, GOLDMAN, SACHS & CO. AND THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK

AMENDMENT NO. 2 TO

PARTICIPATION AGREEMENT BY AND BETWEEN

XXXXXXX XXXXX VARIABLE INSURANCE TRUST,

XXXXXXX, SACHS & CO. AND

THE UNITED STATES LIFE INSURANCE COMPANY

IN THE CITY OF NEW YORK

This Amendment No. 2 to the Participation Agreement dated June 1, 1998 (the “Amendment”), is made and entered into this 29^th day of April, 2016 by and between XXXXXXX XXXXX VARIABLE INSURANCE TRUST, a statutory trust formed under the laws of Delaware (the “Trust”), XXXXXXX, SACHS & CO., a New York limited partnership (the “Distributor”), and THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK (successor to American International Life Assurance Company of New York), a New York life insurance company (the “Company”), on its own behalf and on behalf of each separate account of the Company referred to herein.

WITNESSETH:

WHEREAS, the Trust, the Distributor and the Company entered into a Participation Agreement on June 1, 1998 (the “Agreement”);

WHEREAS, the Trust, the Distributor and the Company wish to amend the Agreement to reflect the offering of the Service, Institutional and Advisor Shares of certain series of the Trust in certain additional registered products; and

WHEREAS, Article XI of the Agreement provides that the Agreement may be amended by written agreement signed by all of the parties.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, the Trust, the Distributor and the Company hereby agree as follows:

1. Unless otherwise noted or amended herein, all other terms used in this Amendment shall have the same meaning as in the Agreement.

2. Except as hereby amended, the Agreement remains in full force and effect in accordance with it terms.

3. Amendments and Additions to Schedules.

Schedule 2 of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule 2.

Schedule 3 of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule 3.

***SIGNATURE PAGE FOLLOWS***

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed in its name and behalf by its duly authorized officer on the date specified below.

		XXXXXXX XXXXX VARIABLE INSURANCE TRUST
				(Trust)
Date:    April 29, 2016		By:		/s/ Xxxxx XxXxxxxx
				Name:		Xxxxx XxXxxxxx
				Title:		Managing Director
		XXXXXXX, SACHS & CO.
				(Distributor)
Date:    April 29, 2016		By:		/s/ Xxxxx Xxxxx
				Name:		Xxxxx Xxxxx
				Title:		Managing Director
		THE UNITED STATES LIFE INSURANCE COMPANY
		IN THE CITY OF NEW YORK
				(Company)
Date:    April 29, 2016		By:		/s/ Xxxxxx X. Xxxxxxxxxxx
				Name:		Xxxxxx X. Xxxxxxxxxxx
				Title:		President, Individual Retirement

2

Schedule 2

Classes of Contracts

Supported by Separate Accounts

Listed on Schedule 1

Effective as of April 29, 2016, the following classes of Contracts are hereby added to this Schedule 2 and made subject to the Agreement:
Policy Marketing Name		SEC 1933 Act Registration Number		Name of Supporting Account		Annuity or Life
Polaris Platinum III		333-178841		FS Variable Separate Account		Variable Annuity
Polaris Choice IV		333-178842		FS Variable Separate Account		Variable Annuity
Polaris Platinum O- Series		333-178843		FS Variable Separate Account		Variable Annuity
Polaris Preferred Solution		333-178845		FS Variable Separate Account		Variable Annuity
Polaris Retirement Protector		333-178849		FS Variable Separate Account		Variable Annuity
Polaris Select Investor		333-198224		FS Variable Separate Account		Variable Annuity
[Advisory Fee Product – Product name to be determined]		To be assigned		FS Variable Separate Account		Variable Annuity
IN WITNESS WHEREOF, the Trust, the Distributor and the Company hereby amend this Schedule 2 in accordance with Article XI of the Agreement.

/s/ Xxxxx XxXxxxxx

/s/ Xxxxxx X. Xxxxxxxxxxx

Xxxxxxx Xxxxx Variable Insurance Trust

The United States Life Insurance Company in the City of New York

Name: Xxxxx XxXxxxxx

Name: Xxxxxx X. Xxxxxxxxxxx

Title: Managing Director

Title: President, Individual Retirement

/s/ Xxxxx Xxxxx

Xxxxxxx, Xxxxx & Co.

Name: Xxxxx Xxxxx

Title: Managing Director

3

Schedule 3

Trust Classes and Series

Available Under

Each Class of Contracts

Effective as of the date of this Amendment, the following Trust Classes and Series are available under the Contracts:
Contracts Marketing Name		Trust Classes and Series
Executive Advantage VUL		All Series of Xxxxxxx Xxxxx Variable Insurance Trust (Service, Institutional, Advisor)
Gemstone Life VUL		All Series of Xxxxxxx Sachs Variable Insurance Trust (Service, Institutional, Advisor)
Polaris Select Investor Variable Annuity		All Series of Xxxxxxx Xxxxx Variable Insurance Trust (Service, Institutional, Advisor)
Polaris Platinum III		All Series of Xxxxxxx Sachs Variable Insurance Trust (Service, Institutional, Advisor)
Polaris Choice IV		All Series of Xxxxxxx Xxxxx Variable Insurance Trust (Service, Institutional, Advisor)
Polaris Platinum O-Series		All Series of Xxxxxxx Sachs Variable Insurance Trust (Service, Institutional, Advisor)
Polaris Preferred Solution		All Series of Xxxxxxx Xxxxx Variable Insurance Trust (Service, Institutional, Advisor)
Polaris Retirement Protector		All Series of Xxxxxxx Sachs Variable Insurance Trust (Service, Institutional, Advisor)
Polaris Select Investor		All Series of Xxxxxxx Xxxxx Variable Insurance Trust (Service, Institutional, Advisor)
[Advisory Fee Product – Product name to be determined]		All Series of Xxxxxxx Sachs Variable Insurance Trust (Service, Institutional, Advisor)

4