0001193125-05-206435 Sample Contracts

------------------------------------------------------------------------------- - BALTIMORE CHESTERBROOK HARRISBURG NEWARK PHILADELPHIA PRINCETON WASHINGTON WILMINGTON
Variable Account B American Intl Life Assur Co of New York • October 24th, 2005

In connection with the registration under the Securities Act of 1933 (the "1933 Act") and the Investment Company Act of 1940 (the "1940 Act") of (i) the General Guarantee Agreement, dated July 13, 1998, issued by National Union Fire Insurance Company of Pittsburgh, Pa., a Pennsylvania insurance corporation (the "Company"), in favor of each party insured under policies issued by American International Life Assurance Company of New York, and (ii) the General Guarantee Agreement, dated July 13, 1998, issued by the Company in favor of each party insured under policies issued by AIG Life Insurance Company (collectively, the "Guarantees"), you have requested our opinion with respect to the Guarantees.

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