0001193125-12-519304 Sample Contracts

Exhibit (h)(5)(a) AMENDED AND RESTATED -------------------- PARTICIPATION AGREEMENT -----------------------
Participation Agreement • January 2nd, 2013 • Variable Account II of AGL of Delaware • Massachusetts
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AGREEMENT --------
Investment Advisory Agreement • January 2nd, 2013 • Variable Account II of AGL of Delaware • New York
MORGAN STANLEY DEAN WIITER INVESTMENT MANAGEMENT 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 (212) 762-4000 May 1, 2000 Ms. Lori Guadagno AIG Life Insurance Company One Alico Plaza Wilmington, Delaware 19801 Dear Ms. Guadagno: We are pleased...
Letter Agreement • January 2nd, 2013 • Variable Account II of AGL of Delaware

We are pleased to have entered into agreements with AIG Life Insurance Company (the "Company") dated May 15, 1998 and December 31, 1998, providing for the purchase by the Company of shares of The Universal Institutional Funds, Inc. (the "Fund," formerly Morgan Stanley Dean Witter Universal Funds, Inc.) for its separate accounts to fund variable annuity contract and variable life policy benefits (each a "Participation Agreement").

Exhibit (j)(5) AGREEMENT AND PLAN OF MERGER
Merger Agreement • January 2nd, 2013 • Variable Account II of AGL of Delaware • Texas
September 7, 2012 AllianceBernstein Investments, Inc. (f/k/a Alliance Fund Distributors, Inc.) AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P. ) AllianceBerstein Investor Services, Inc. (f/k/a Alliance Global Investor Services, Inc.)...
Participation Agreement • January 2nd, 2013 • Variable Account II of AGL of Delaware

Re: (1) Participation Agreement among SunAmerica Annuity and Life Assurance Company (formerly AIG SunAmerica Life Assurance Company and Anchor National Life Insurance Company)("SAAL"), SunAmerica Capital Services, Inc., Alliance Capital Management L.P. and Alliance Fund Distributors, Inc.("AFD"), dated as of June 1, 2002; (2) Participation Agreement among American General Life Insurance Company of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware"), American General Equity Services Corporation ("AGESC") (formerly AIG Equity Sales Corp.), Alliance Capital Management L.P. and Alliance Fund Distributors, Inc. dated May 1, 1999 ("AGL of Delaware Agreement"); (3) Participation Agreement among AGL of Delaware, AllianceBernstein Variable Products Series Fund, Inc. (formerly Alliance Variable Products Series Fund, Inc.) and Alliance Fund Distributors, Inc. dated May 1, 1995 (also referred to as "AGL of Delaware Agreement"); (4) Fund Participation Agreement among AGL of Delaware

RECITALS
Selling Group Agreement - Servicing Only • January 2nd, 2013 • Variable Account II of AGL of Delaware • Texas
Exhibit (e)(7) AMERICAN GENERAL Life Companies EXECUTIVE ADVANTAGE/SM/ REALLOCATION and REBALANCING REQUEST
Reallocation and Rebalancing Request • January 2nd, 2013 • Variable Account II of AGL of Delaware

. The Policyholder may make 12 free transfers during a Certificate Year. A $25 transfer charge may be imposed on each subsequent transfer.

RECITALS
Services Agreement • January 2nd, 2013 • Variable Account II of AGL of Delaware • California
DISTRIBUTION AGREEMENT BETWEEN AMERICAN GENERAL LIFE INSURANCE COMPANY AND AMERICAN GENERAL EQUITY SERVICES CORPORATION
Distribution Agreement • January 2nd, 2013 • Variable Account II of AGL of Delaware
Exhibit (e)(5) AMERICAN GENERAL Life Companies EXECUTIVE ADVANTAGE/SM/ LOAN / SURRENDER REQUEST
Loan/Surrender Request • January 2nd, 2013 • Variable Account II of AGL of Delaware

. You can direct below how the loan or partial surrender will be deducted from the unloaned portion of the Guaranteed Account and the Subaccounts. If you provide no directions, the loan or partial surrender amount will be deducted from the unloaned portion of the Guaranteed Account and the Subaccounts on a pro rata basis.

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