EXHIBIT 28(H)(7)(B)
November 30, 2010
Lincoln Variable Insurance Products Trust
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Re: (1) Fund Participation Agreement dated June 12, 2009 between
American International Life Assurance Company of New York ("AI
Life"), Lincoln Variable Insurance Products Trust ("Lincoln
Trust"), Lincoln Investment Advisors Corporation and Lincoln
Financial Distributors, Inc. ("Participation Agreement")
(2) Rule 22c-2 Agreement dated June 12, 2009 between Lincoln Trust,
AIG Life Insurance Company ("AIG Life") and AI Life ("Rule 22c-2
Agreement") ("Participation Agreement" and "Rule 22c-2
Agreement" are collectively referred to hereinafter as the
"Agreements.")
Dear Fund Partner:
As you may already be aware, AI Life will be merging with and into The
United States Life Insurance Company in the City of New York ("USL"), the
surviving company, effective December 31, 2010 (hereinafter referred to as the
"Merger").
Your fund trust company may have agreements with AI Life pursuant to which
the trust acted as an investment vehicle for separate accounts established by
AI Life for variable life insurance policies and variable annuity contracts
(the "Contracts").
As a result of Merger, if AI Life was party to the Agreements, then all
rights, duties and obligations arising under the Agreements would be
effectively assigned to USL which company will assume the rights, duties and
obligations of AI Life thereunder.
Pursuant to Section 8.2(l) of the Participation Agreement, AI Life hereby
requests your consent to the assignment of its rights, duties and obligations
under such agreement to USL. AI Life also requests your consent to the
assignment of the rights, duties and obligations of AI Life under the Rule
22c-2 Agreement to USL. Please indicate your consent to these assignments by
signing below. The consent to the assignments will be effective December 31,
2010.
AIG Life is a party to the Rule 22c-2 Agreement, however, its rights, duties
and obligations under such agreement are unaffected by the Merger. Effective
December 8, 2009, AIG Life changed its name to American General Life Insurance
Company of Delaware.
To the extent that provisions of the Agreements and this Amendment are in
conflict, the terms of this Amendment shall control. Except to the extent
amended by this Amendment, the Agreements shall remain unchanged and in full
force and effect, and are hereby ratified and confirmed in all respects as
amended hereby.
If you have any questions regarding this matter, please contact ▇▇▇▇▇▇
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AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK
ATTEST:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
ATTEST:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
AMERICAN GENERAL LIFE COMPANY OF
DELAWARE INSURANCE (formerly
AIG Life Insurance Company)
ATTEST:
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Senior Vice President Assistant Secretary
Consented to, Acknowledged and Agreed:
LINCOLN VARIABLE INSURANCE
PRODUCTS TRUST
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Second Vice President
LINCOLN INVESTMENT ADVISORS
CORPORATION
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Second Vice President
LINCOLN FINANCIAL DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇'▇▇▇▇▇
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Vice President