0000867289-11-000044 Sample Contracts

Distribution and Selling Agreement
Distribution Agreement • April 29th, 2011 • American National Variable Annuity Separate Account • Texas

This Distribution and Selling Agreement (“Agreement”) is made and entered into on this 31st day of December, 2010 (the “Effective Date”), by and among Securities Management and Research, Inc., a Florida corporation (“Distributor”), and American National Insurance Company, a life insurance company domiciled in the state of Texas (“Company”), on its own behalf and on behalf of the separate accounts listed on Schedule A (“Separate Accounts”). The capitalized terms used in this Agreement and not otherwise defined have the meanings specified by Article 10.

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Law Offices Greer, Herz & Adams, L.L.P. a registered limited liability partnership including professional corporations One Moody Plaza Galveston, Texas 77550 Galveston (409) 797-3200 Houston (713) 480-5278 Telecopier (409) 766-6424 April 29, 2011
Opinion and Consent of Counsel • April 29th, 2011 • American National Variable Annuity Separate Account

We are counsel to American National Insurance Company ("ANICO"), the depositor of the Separate Account. As such, we participated in the formation of the Separate Account and the registration of such Separate Account with the Securities and Exchange Commission. Accordingly, we are familiar with the corporate records, certificates, and consents of officers of ANICO as we have deemed necessary or appropriate for the purpose of this opinion.

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