EXHIBIT 8(f)(1)
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust
Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc.
The United States Life Insurance Company in the City of New York
(formerly "First SunAmerica Life Insurance Company")
SunAmerica Capital Services, Inc.
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust (the "Trust"),
Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us"), First SunAmerica Life Insurance Company ("First
SunAmerica" or "you"), and SunAmerica Capital Services, Inc., your distributor,
on your behalf and on behalf of certain Accounts, have previously entered into a
Participation Agreement dated Feburary 4, 2008, and subsequently amended October
11, 2010 (the "Agreement"). The parties now desire to amend the Agreement by
this amendment (the "Amendment"). Unless otherwise indicated, the terms defined
in the Agreement shall have the same meaning in this Amendment.
WHEREAS, First SunAmerica intends to merge with The United States Life Insurance
Company in the City of New York ("USL"), effective as of January 1, 2012;
WHEREAS, subject to receipt of all regulatory approvals, including the approvals
of the Securities and Exchange Commission and certain state insurance
departments, First SunAmerica is expected to merge with and into USL on or
around January 1, 2012 (the "Merger"), and USL, as the surviving entity of the
Merger, will assume the responsibilities of First SunAmerica under this
Agreement.
A M E N D M E N T
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement, effective as of the date
of the Merger, as follows:
1. The United States Life Insurance Company in the City of New York is added
as a party to the Agreement and consents to assume and fulfill the
responsibilities of First SunAmerica under this Agreement. All references
to First SunAmerica or Company in this Agreement shall mean The United
States Life Insurance Company in the City of New York.
2. Schedules A and G of the Agreement are deleted and replaced in their
entirety with the Schedules A and G attached hereto, respectively.
3. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized
officers to execute this Amendment effective as of January 1, 2012.
The Trust: FRANKLIN ▇▇▇▇▇▇▇▇▇ VARIABLE INSURANCE
Only on behalf of PRODUCTS TRUST
each Portfolio listed
on Schedule C of
the Agreement.
By:
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
The Underwriter: FRANKLIN/▇▇▇▇▇▇▇▇▇ DISTRIBUTORS, INC.
By:
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
The Company: THE UNITED STATES LIFE INSURANCE COMPANY IN
THE CITY OF NEW YORK
By:
--------------------------------
Name:
Title:
The Distributor: SUNAMERICA CAPITAL SERVICES, INC.
By:
--------------------------------
Name:
Title:
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SCHEDULE A
THE COMPANY AND ITS DISTRIBUTOR
THE COMPANY
The United States Life Insurance Company in the City of New York
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
An insurance company organized under the laws of the State of New York.
THE DISTRIBUTOR
SunAmerica Capital Services, Inc.
Harborside Financial Center
▇▇▇▇ ▇▇▇▇▇ ▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
A corporation organized under the laws of the State of New York.
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SCHEDULE G
ADDRESSES FOR NOTICES
To the Company: The United States Life Insurance Company in the City
of New York
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Executive Vice President
If to the Company The United States Life Insurance Company in the City
of New York
with a copy to: ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
To the Distributor: SunAmerica Capital Services, Inc.
Harborside Financial Center
▇▇▇▇ ▇▇▇▇▇ ▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
To the Trust: Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
To the Underwriter: Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, President
If to the Trust or
Underwriter with
a copy to: Franklin ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
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