Exhibit (8)(b)(ii)
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VIA Facsimile and Overnight Courier
September 21, 2012
General Counsel
se2, inc.
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RE: (1) MASTER SERVICES AGREEMENT ("MSA") AMONG SUNAMERICA ANNUITY AND
LIFE ASSURANCE COMPANY, AMERICAN GENERAL LIFE INSURANCE COMPANY OF
DELAWARE, THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW
YORK AND SE2, INC. ("SE2"), DATED AS OF FEBRUARY 1, 2011, AS AMENDED
(2) STATEMENT OF WORK ("SOW"), AMONG SUNAMERICA ANNUITY AND LIFE
ASSURANCE COMPANY, AMERICAN GENERAL LIFE INSURANCE COMPANY OF
DELAWARE, THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW
YORK AND SE2 AND SECURITY DISTRIBUTORS, INC. ("SDI"), PURSUANT TO THE
MSA AND DATED AS OF FEBRUARY 1, 2011
(3) LETTER (THE "LETTER") FROM SECURITY BENEFIT CORPORATION TO SUNAMERICA
ANNUITY AND LIFE ASSURANCE COMPANY, REFERENCING THE SOW AND MSA, DATED
FEBRUARY 1, 2011 (THE MSA, SOW AND THE LETTER ARE COLLECTIVELY
REFERRED TO HEREIN AS THE "AGREEMENT")
Dear General Counsel:
As you may already be aware, SunAmerica Annuity and Life Assurance Company
("SAAL") and American General Life Insurance Company of Delaware ("AGDE") will
each be merging with and into American General Life Insurance Company ("AGL"),
the surviving company, effective January 1, 2013, subject to applicable
regulatory approvals (hereinafter referred to as the "Merger").
Pursuant to the above referenced Agreement, your company provides certain
services to SAAL and AGDE in exchange for fees as described in the Agreement.
We are writing to notify you that, as a result of the Merger, all rights, duties
and obligations arising under the Agreement would be effectively assumed by AGL
which company will assume the rights, duties and obligations of SAAL and AGDE
thereunder.
Except to the extent amended by this letter agreement, the rights, duties,
and obligations as well as the terms under the Agreement shall be unaffected by
the Merger, and following the Merger the Agreement shall remain in full force
and effect, and is hereby ratified and confirmed in all respects.
SE2, INC.
SEPTEMBER 21, 2012
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If you have any questions regarding this matter, please contact ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇.
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By: __________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
By: __________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and Assistant Secretary
AMERICAN GENERAL LIFE INSURANCE COMPANY
By: __________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and Assistant Secretary
