EXHIBIT (3)(b)

                      SELLING GROUP AGREEMENT BY AND AMONG
                    THE UNITED STATES LIFE INSURANCE COMPANY
                            IN THE CITY OF NEW YORK,
                  AMERICAN GENERAL SECURITIES INCORPORATED, AND
                     AMERICAN GENERAL INSURANCE AGENCY, INC.

This Selling Group Agreement ("Agreement") is made by and among THE UNITED
STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK ("USL"), a New York
domiciled life insurance company, AMERICAN GENERAL SECURITIES INCORPORATED
("Selling Group Member" and as "Distributor"), a Texas corporation and AMERICAN
GENERAL INSURANCE AGENCY, INC. ("Associated Agency"), a Missouri corporation.

                                    RECITALS

WHEREAS, USL is an indirect, wholly-owned subsidiary of AMERICAN INTERNATIONAL
GROUP, INC. ("AIG"), a Delaware corporation;

WHEREAS, Selling Group Member/Distributor is an indirect, wholly-owned
subsidiary of AIG;

WHEREAS, Associated Agency is an indirect, wholly-owned subsidiary of AIG;

WHEREAS, USL, Selling Group Member/Distributor and Associated Agency are
affiliates under the ultimate common control of AIG pursuant to New York
Insurance Law Section 1501;

WHEREAS, USL and Distributor are parties to a Distribution Agreement whereby USL
has granted Distributor a non-exclusive right to promote the sale of USL
products set forth in Schedule A;

WHEREAS, the Distribution Agreement described herein has been non-disapproved by
the New York Insurance Department;

WHEREAS, USL, Selling Group Member/Distributor, and Associated Agency wish to
enter into this Agreement for the purpose of providing for the distribution of
certain variable life insurance policies and/or annuity contracts;

NOW THEREFORE, in consideration of the premises and mutual promises set forth
herein, and intending to be legally bound hereby, the parties agree as follows:

1.  PRODUCT  DISTRIBUTION.  Subject to the terms, conditions and limitations of
    ---------------------
    this Agreement, the products sold under this Agreement shall be distributed
    in accordance with this section.



(a)      Designation of the Parties.
         --------------------------

         Distributor is a registered broker-dealer and distributor of the
         variable life insurance policies and/or annuity contracts or
         certificates set forth in Schedule A and Schedule A-1 (collectively,
         "Schedule A").

         USL is a New York licensed life insurance company issuing the variable
         products set forth on Schedule A and any successor or additional
         products registered with the Securities and Exchange Commission (the
         "SEC") and approved by the New York Insurance Department (as discussed
         in Paragraph ( c ) of this section entitled "NEW PRODUCTS") and shall
         be collectively referred to herein as the "Contracts."

         Selling Group Member is registered with the SEC as a broker-dealer
         under the Securities Exchange Act of 1934 ("1934 Act") and under any
         appropriate regulatory requirements of state law and is a member in
         good standing of the National Association of Securities Dealers, Inc.
         ("NASD").

         Selling Group Member has NASD registered representatives who will
         distribute the Contracts.

         Associated Agency is a New York licensed insurance agency and is
         appointed by USL as an agent of USL with the New York Insurance
         Department. The relationship between Associated Agency and USL is that
         of an independent contractor.

         The NASD registered representatives affiliated with Selling Group
         Member are also New York licensed insurance agents of Associated Agency
         and are appointed by USL as agents of USL with the New York Insurance
         Department ("Sales Persons"). The relationship between the Sales
         Persons and Selling Group Member and the Sales Persons and USL is that
         of independent contractor.

         Distributor hereby appoints Selling Group Member and the Sales Persons
         to solicit and procure applications for the Contracts.

         The appointment by Distributor of the Sales Persons and the appointment
         by USL of Associated Agency and the Sales Persons for the sale of these
         Contracts is not to be deemed exclusive in any manner and only extends
         to New York sales of the Contracts.

(b)      Responsibilities Of The Parties/Compliance.
         ------------------------------- ----------

         (i)    SELLING GROUP MEMBER/SALES PERSONS.
                ----------------------------------

                Selling Group Member is authorized to recommend Sales Persons
                for appointment by USL to solicit sales of the Contracts.
                Selling Group Member shall be responsible for the sales
                activities of the Sales Persons and shall



          exercise supervisory oversight over Associated Agency and the Sales
          Persons with respect to the offer and sale of the Contracts.

          Selling Group Member shall be solely responsible for the approval of
          securities suitability determinations for the purchase of any Contract
          or the selection of any investment option thereunder, in compliance
          with federal and state securities laws and shall supervise Associated
          Agency and the Sales Persons in determining client suitability.
          Selling Group Member shall hold USL harmless from any financial claim
          resulting from improper suitability decisions or failure to supervise
          Associated Agency and the Sales Persons in accordance with federal
          securities laws and NASD regulations.

          Selling Group Member will be responsible for the payment of
          commissions to the Sales Persons, in accordance with the provisions of
          this Agreement, after it receives the commissions from Associated
          Agency. Selling Group Member will be reimbursed by Associated Agency
          for its actual costs in rendering this service.

          Selling Group Member will fully comply with the requirements of the
          NASD and of the 1934 Act and such other applicable federal and state
          laws and will establish rules, procedures and supervisory and
          inspection techniques necessary to diligently supervise the activities
          of the Sales Persons in connection with offers and sales of the
          Contracts. Such supervision shall include, but not be limited to
          providing, or arranging for, initial and periodic training in
          knowledge of the Contracts. Upon request by USL, Selling Group Member
          will furnish appropriate records as are necessary to establish
          diligent supervision and client suitability.

          Selling Group Member shall incur all costs associated with registering
          and complying with the various rules of the SEC and the NASD relating
          to broker-dealers.

          Selling Group Member shall fully cooperate in any insurance or
          securities regulatory examination, investigation, or proceeding or any
          judicial proceeding with respect to USL, Distributor, Selling Group
          Member and Associated Agency and their respective affiliates, agents
          and representatives to the extent that such examination,
          investigation, or proceeding arises in connection with the Contracts.
          Selling Group Member shall immediately notify USL if its broker-dealer
          registration or the registration of any of its Sales Persons is
          revoked, suspended or terminated.

          The Sales Persons shall be the only parties involved in the
          solicitation, negotiation or procurement of the Contracts. All
          correspondence relating to the sale of the Contracts will be between
          USL, Selling Group Member, Associated Agency, the Sales Persons and
          the prospective purchaser.



                  The Sales Persons are authorized to collect the first purchase
                  payment or premium (collectively the "Premium") on the
                  Contracts. The Sales Persons will in turn remit the
                  application and Premium to Selling Group Member which will
                  after a determination of suitability, will remit the Premium
                  to USL's lock box within 24 hours.

                  The Sales Persons shall take applications for the Contracts
                  only on preprinted applications supplied to them and/or
                  Associated Agency by USL. All completed applications and
                  supporting documents are the sole property of USL and shall be
                  retained by or on behalf of USL in accordance with New York
                  Insurance Regulation 152.

                  Selling Group Member is authorized to recommend Sales Persons
                  for appointment by USL to solicit sales of the Contracts.

         (ii)     ASSOCIATED AGENCY/SALES PERSONS.
                  -------------------------------

                  Associated Agency will fully comply with the requirements of
                  New York Insurance Law and Regulations. Associated Agency
                  shall fully cooperate in any insurance or securities
                  regulatory examination, investigation, or proceeding or any
                  judicial proceeding with respect to USL, Distributor, Selling
                  Group Member and Associated Agency and their respective
                  affiliates, agents and representatives to the extent that such
                  examination, investigation, or proceeding arises in connection
                  with the Contracts. Associated Agency shall immediately notify
                  Distributor if its insurance license or the license of any of
                  its Sales Persons is revoked, suspended, or terminated.

                  The Sales Persons shall complete a "Definition of Replacement
                  Form" with each application for the Contracts. The "Definition
                  of Replacement Form" shall be signed by the Sales Persons and
                  each applicant and the Sales Persons shall leave a copy of the
                  form with the applicant for his or her records. The Sales
                  Persons shall attach the completed and signed "Definition of
                  Replacement Form" to each application for the Contracts. Where
                  the purchase of one of the Contracts will result in, or is
                  likely to result in, a replacement, the Sales Persons shall
                  comply in all respects with New York Insurance Regulation 60.

         (iii)    USL.
                  ---

                  USL warrants that no Sales Person shall commence solicitation
                  or aid, directly or indirectly, in the solicitation of any
                  application for any Contract until that Sales Person is
                  appropriately licensed and appointed by USL to sell the
                  Contracts. USL shall be responsible for all fees required to
                  obtain and/or maintain any licenses or registrations required
                  by New York Insurance Law.



                  Following Selling Group Member's determination of securities
                  suitability, USL will determine the insurance suitability of
                  the Contracts, and will determine in its sole discretion
                  whether to accept the applications submitted to USL by the
                  Sales Persons and issue Contracts.

                  USL will return any incomplete applications to Selling Group
                  Member, which will then forward them to the Sales Persons.

                  USL will provide the Sales Persons with all policy forms, the
                  "Definition of Replacement Form" and any other regulatory
                  forms required to be completed in connection with the
                  Contracts.

                  USL will inform Associated Agency and Selling Group Member
                  regarding any limitations on the availability of the Contracts
                  in New York.

                  USL represents that the prospectus(es) and registration
                  statement(s) relating to the Contracts contain no untrue
                  statements of material fact or omission of a material fact,
                  the omission of which makes any statement contained in the
                  prospectus and registration statement materially false or
                  misleading. USL agrees to indemnify Associated Agency and
                  Selling Group Member from and against any claims, liabilities
                  and expenses which may be incurred by any of those parties
                  under the Securities Act of 1933, the 1934 Act, the Investment
                  Act of 1940, common law, or otherwise, that arises out of a
                  breach of this paragraph.

         (iv)     DISTRIBUTOR.
                  -----------

                  Distributor is authorized by USL to offer the Contracts for
                  sale by the Sales Persons under the terms of the Distribution
                  Agreement described herein.

(c)      New Products.
         ------------

         USL and Distributor may agree upon additional or successor products and
         commission schedules, in which event Selling Group Member will offer
         the product(s) through the Sales Persons. However, the parties
         acknowledge that no such product can be offered for sale prior to
         receipt of all necessary federal and state approvals.

(d)      Sales Material/Books and Records.
         --------------------------------

         Associated Agency, Selling Group Member and Sales Persons shall not
         utilize, in their efforts to market the Contracts, any written
         brochure, prospectus, descriptive literature, printed and published
         material, audio-visual material or standard letters unless such
         material has been provided preprinted by USL or unless USL has



         provided prior written approval for the use of such literature. In
         accordance with New York Insurance Law Regulation 152, Associated
         Agency and/or Selling Group Member shall maintain complete records
         indicating the manner and extent of distribution of any such
         solicitation material, shall make such records and files available to
         USL and shall forward such records to USL. Additionally, Selling Group
         Member and/or Associated Agency shall make such material available to
         personnel of state insurance departments, the NASD or other regulatory
         agencies, including the SEC, which may have regulatory authority over
         USL or Distributor. Associated Agency and Selling Group Member jointly
         and severally hold USL, and its affiliates harmless from any liability
         arising from the use of any material which either (i) has not been
         specifically approved in writing by USL, or (ii) although previously
         approved, has been disapproved by USL in writing for further use.

         Selling Group Member will reflect all sales of the Contracts by
         Associated Agency and the Sales Persons on the books and records of
         Selling Group Member.

(e)      Prospectuses.
         ------------

         Selling Group Member warrants that solicitation for the sale of the
         Contracts will be made by use of a currently effective prospectus, that
         a prospectus will be delivered concurrently with each sales
         presentation and that no statements shall be made to a client
         superseding or controverting any statement made in the prospectus. USL
         and Distributor shall furnish Selling Group Member, at no cost to
         Selling Group Member reasonable quantities of prospectuses to aid in
         the solicitation of Contracts.

2.       COMPENSATION/CHARGES.
         --------------------

         USL will remit to Associated Agency all compensation set forth in
         Schedule B (and Schedule B-1, if appropriate) annexed hereto in
         compliance with New York Insurance Regulation 4228. Associated Agency
         will remit the commissions otherwise due and payable to Sales Persons
         to Selling Group Member which, in turn, will pay the Sales Persons.
         Associated Agency will assign a portion of the commissions to Selling
         Group Member for the actual costs incurred for the services performed
         in paying the commissions and for its supervisory oversight and
         non-insurance services. Such supervisory oversight and non-insurance
         services include the following:

         Supervisory Oversight:
         Supervise Sales Persons in solicitation of variable insurance products
         Review applications and premium checks for completeness and accuracy
         Review applications for suitability Participate in reporting and
         resolution of any customer complaints.

         Non-Insurance Services:
         Insure proper licensing of Sales Persons (insurance and securities)



         Forward application and checks (if applicable) to appropriate location
         Record transaction on books and records of Selling Group Member
         Determine compensation for Sales Persons
         Issue checks to Sales Persons
         Track compensation paid to Sales Persons and issue Form 1099 at year
         end.

         Actual costs of Selling Group Member supervisory oversight will be
         determined applying generally accepted accounting principles and shall
         be determined on a quarterly basis.

         If, by the last quarter of a calendar year, it becomes apparent that
         Associated Agency may exceed the New York Insurance Regulation 4228
         limits on compensation payments, USL will adjust payments made on new
         sales to bring Associated Agency into compliance with this statute. If,
         after the calendar year ends, Associated Agency is still out of
         compliance with the New York Insurance Regulation 4228 limits, USL will
         withhold compensation on new sales and/or renewal compensation
         following the end of the calendar year in which the overpayments were
         made until Associated Agency is brought into compliance. All reasonable
         efforts will be made to recoup such overpayments within the 3 month
         period following the calendar year in which such overpayments were made

3.       CUSTOMER SERVICE AND COMPLAINTS.
         -------------------------------

         The parties agree that USL may contact by mail or otherwise, any
         client, agent, account executive, or employee of Associated Agency or
         other individual acting in a similar capacity if deemed appropriate by
         USL, in the course of normal customer service for existing Contracts,
         in the investigation of complaints, or as required by law. The parties
         agree to cooperate fully in the investigation of any complaint. USL and
         Selling Group Member jointly will handle and process all complaints
         associated with the sale of the Contracts under this Agreement.

4.       INDEMNIFICATION.
         ---------------

         Selling Group Member, Associated Agency, and Sales Persons agree to
         hold harmless and indemnify USL against any and all claims, liabilities
         and expenses incurred by USL, and arising out of or based upon any
         alleged or untrue statement of Selling Group Member, Associated Agency
         or Sales Person other than statements contained in the approved sales
         material for any Contract, or in the registration statement or
         prospectus for any Contract.

         USL hereby agrees to indemnify and hold harmless Selling Group Member
         and each of its employees, controlling persons, officers or directors
         against any losses, expenses (including reasonable attorneys' fees and
         court costs), damages or liabilities to which Selling Group Member and
         Associated Agency or such affiliates, controlling persons, officers or
         directors become subject, under the Securities Act of 1933, New York
         Insurance Laws or otherwise, insofar as such losses, expenses,



         damages or liabilities (or actions in respect thereof) arise out of or
         are based upon USL's performance, non-performance or breach of this
         Agreement, or are based upon any untrue statement contained in, or
         material omission from, the prospectus for any of the Contracts.

5.       LIMITATIONS ON AUTHORITY.
         ------------------------

         The Contract forms are the sole property of USL. No person other than
         USL has the authority to make, alter or discharge any policy, Contract,
         certificate, supplemental contract or form issued by USL. No party has
         the right to waive any provision with respect to any Contract or
         policy; give or offer to give, on behalf of USL, any tax or legal
         advice related to the purchase of a Contract or policy; or make any
         settlement of any claim or bind USL or any of its affiliates in any
         way. No person has the authority to enter into any proceeding in a
         court of law or before a regulatory agency in the name of or on behalf
         of USL.

6.       ARBITRATION.
         -----------

         The parties agree that any controversy between or among them arising
         out of their business or pursuant to this Agreement that cannot be
         settled by agreement shall be taken to arbitration as set forth herein.
         Such arbitration will be conducted according to the securities
         arbitration rules then in effect, of the American Arbitration
         Association, NASD, or any registered national securities exchange.

         The arbitrators shall render a written opinion, specifying the factual
         and legal bases for the award, with a view to effecting the intent of
         this Agreement. The written opinion shall be signed by a majority of
         the arbitrators. In rendering the written opinion, the arbitrators
         shall determine the rights and obligations of the parties according to
         the substantive and procedural laws of the State of New York.
         Accordingly, the written opinion of the arbitrators will be determined
         by the rule of law and not by equity. The decision of the majority of
         the arbitrators shall be final and binding on the parties and shall be
         enforced by the courts in New York.

7.       GENERAL PROVISIONS.
         ------------------

         (a)  Waiver.
              ------

              Failure of any of the parties to promptly insist upon strict
              compliance with any of the obligations of any other party under
              this Agreement will not be deemed to constitute a waiver of the
              right to enforce strict compliance.

         (b)  Independent Assignment.
              ----------------------

              No assignment of this Agreement or of any obligations under this
              Agreement shall be valid without prior written consent of USL.
              Furthermore, this Agreement and any rights pursuant hereto shall
              be assignable only upon the



          written consent of the New York State Insurance Department and all of
          the parties hereto. Except as and to the extent specifically provided
          in this Agreement, nothing in this Agreement, expressed or implied, is
          intended to confer on any person other than the parties hereto, or
          their respective legal successors, any rights, remedies, obligations,
          or liabilities, or to relieve any person other than the parties hereto
          or their respective legal successors, from any obligations or
          liabilities that would otherwise be applicable.

 (c)      Notice.
          ------

          All notices, statements or requests provided for hereunder shall be
          deemed to have been duly given when delivered by hand to an officer of
          the other party, or when deposited with the U.S. Postal Service, via
          first-class certified or registered mail, with postage pre-paid, or
          when delivered by overnight courier service, telex or telecopier,
          addressed as follows:

          If to USL:

                   The United States Life Insurance Company in
                              the City of New York
                          390 Park Avenue, 5/th/ Floor
                             New York, NY 10022-4684
                              Attention: President

          If to Selling Group Member/Distributor:

                    American General Securities Incorporated
                               2727 Allen Parkway
                              Houston, Texas 77019
                              Attention: President


          If to Associated Agency:

                     American General Insurance Agency, Inc.
                               2727 Allen Parkway
                              Houston, Texas 77019
                              Attention: President

          or to such other persons or places as each party may from time to time
          designate by written notice.



         (d)      Severability.
                  ------------

                  To the extent this Agreement may be in conflict with any
                  applicable law or regulation, this Agreement shall be
                  construed in a manner consistent with such law or regulation.
                  The invalidity or illegality of any provision of this
                  Agreement shall not be deemed to affect the validity or
                  legality of any other provision of this Agreement.

         (e)      Amendment.
                  ---------

                  This Agreement may be amended only in writing and signed by
                  all parties. No amendment will impair the right to receive
                  commissions accrued with respect to Contracts issued and
                  applications procured prior to the amendment.

         (f)      Entire Agreement.
                  ----------------

                  This Agreement together with such amendments as may from time
                  to time be executed in writing by the parties, constitutes the
                  entire agreement and understanding among the parties in
                  respect to the transactions contemplated hereby and supersedes
                  all prior agreements, arrangements and understandings related
                  to the subject matter hereof.

         (g)      Termination.
                  -----------

                  This Agreement may be terminated by any party upon 30 days'
                  prior written notice. It may be terminated, for cause, defined
                  as a material breach of this Agreement, by any party
                  immediately. Termination of this Agreement shall not impair
                  the right to receive commissions accrued to applications
                  procured prior to the termination except for a termination due
                  to cause, or as otherwise specifically provided in Schedule B
                  (or Schedule B-1, as appropriate).

         (h)      Governing Law.
                  -------------

                  This Agreement shall be governed by and construed and enforced
                  in accordance with the internal laws of the State of New York
                  applicable to contracts made and to be performed in that
                  state, without regard to principles of conflict of laws.

8.       CONFIDENTIALITY AND PROTECTION OF NONPUBLIC PERSONAL INFORMATION.
         ----------------------------------------------------------------

         (a)      Confidentiality.
                  ---------------

                  "Confidential Information" of a party shall mean all
                  confidential or proprietary information, including trade
                  secrets, expressions, ideas and business practices of such
                  party in any medium, as well as the terms of this Agreement.
                  For purposes of this



                  Agreement and unless otherwise indicated, reference to each
                  party shall include their affiliates, agents and contractors.
                  All Confidential Information relating to a party shall be held
                  in confidence by the other party to the same extent and in at
                  least the same manner as such party protects its own
                  confidential or proprietary information, but in no case to a
                  lesser extent than reasonable care under the circumstances
                  requires. No party shall disclose, publish, release, transfer
                  or otherwise make available Confidential Information of any
                  other party in any form to, or for the use or benefit of, any
                  person or entity without the other parties' consent. Each
                  party shall, however, be permitted to disclose relevant
                  aspects of the other parties' Confidential Information to its
                  officers, agents, subcontractors and employees to the extent
                  that such disclosure is reasonably necessary for the
                  performance of its duties and obligations under this
                  Agreement; provided, however, that such party shall take all
                  reasonable measures to ensure that Confidential Information of
                  the other party or parties is not disclosed or duplicated in
                  contravention of the provisions of this Agreement by such
                  officers, agents, subcontractors and employees.

                  The obligations herein shall not restrict any disclosure by
                  any party pursuant to any applicable state or federal laws, or
                  by order of any court or government agency (provided that the
                  disclosing party shall give prompt notice to the
                  non-disclosing party or parties of such order) and shall not
                  apply with respect to Confidential Information which (1) is
                  developed by the other party independently of the Confidential
                  Information of the disclosing party without violating the
                  disclosing party's proprietary rights, (2) is or becomes
                  publicly known (other than through unauthorized disclosure),
                  (3) is disclosed by the owner of such information to a third
                  party free of any obligation of confidentiality, (4) is
                  already known by such party without an obligation of
                  confidentiality other than pursuant to this Agreement or any
                  confidentiality agreements entered into before the effective
                  date of this Agreement, or (5) is rightfully received by a
                  party free of any obligation of confidentiality.

           (b)    Protection of Nonpublic Personal Information.
                  --------------------------------------------

                  (1)    Definition of Nonpublic Personal Information.
                         --------------------------------------------

                         Nonpublic personal information of customers or
                         consumers ("NPI") includes, but is not limited to,
                         names, addresses, account balances, account numbers,
                         account activity, social security numbers, taxpayer
                         identification numbers, and sensitive, financial and
                         health information. NPI includes information on each
                         party's forms or in a database of any kind, information
                         created by each party, information collected by or on
                         behalf of a party, and personally identifiable
                         information derived from NPI.

                         There may be instances where each party will have the
                         same NPI that may be subject to different privacy
                         policies and procedures according to the notices
                         provided to the customer or consumer by the respective
                         parties to the Agreement.




          (2)  Disclosure and Use of NPI.
               -------------------------

               All NPI that any party obtains as a result of this relationship
               shall not be used, disclosed, reused or redisclosed to any third
               party, except to carry out the purposes for which the information
               was disclosed. All NPI of the other parties shall be held in
               confidence to the same extent and in at least the same manner as
               the holding party protects its own NPI, but in no case in a
               lesser manner than a reasonable degree of care under the
               circumstances.

               Each party shall be permitted to disclose relevant aspects of the
               other parties' NPI to its officers, agents, subcontractors and
               employees only to the extent that such disclosure is reasonably
               necessary for the performance of its duties and obligations under
               the Agreement; provided that such party shall take all reasonable
               measures to ensure that the NPI of the other party or parties is
               not disclosed or reproduced in contravention of the provisions of
               this Agreement by such party's officers, agents, subcontractors
               and employees.

               The obligations of this Agreement shall not restrict any
               disclosure by any party pursuant to any applicable state or
               federal laws, or by request or order of any court or government
               agency (provided that the disclosing party shall seek appropriate
               protections and provide prompt notice to the non-disclosing party
               or parties in order that any other party will have a reasonable
               opportunity to oppose the disclosure, request or order).

               The obligations of this Agreement shall not apply to information
               which, without breach of obligation of confidentiality: (1) is
               independently developed by a party; (2) is or becomes publicly
               known; (3) is already known by such party as evidenced by the
               written records of such party; or (4) is obtained from an
               independent source.

          (3)  Security of NPI.
               ---------------

               The parties further agree to establish and maintain policies and
               procedures designed to ensure the confidentiality and security of
               NPI. This shall include procedures to protect against any
               anticipated threats or hazards to the security or integrity of
               the information and unauthorized access to or use of the
               information. For reasonable cause, each party may audit the use
               or disclosure of NPI upon reasonable written notice to the other
               party. Each party will promptly advise the other parties of any
               breach of obligations of this Agreement with respect to NPI of
               which the breaching party is aware.

          (4)  Other Provisions.
               ----------------

               The parties agree that they shall abide by the provisions of the
               Gramm-Leach-Bliley Act and other applicable privacy laws and
               regulations and that the



               obligations described herein shall continue after termination of
               this Agreement and/or the Agreement. Any provision in the
               Agreement or any agreement that is inconsistent with the
               obligations herein shall be void.

               If Selling Group Member utilizes more than one insurance agency
               in the conduct of its insurance sales, Selling Group Member
               represents that Associated Agency identified herein is acting on
               behalf of all such insurance agencies.

               This Agreement comprises the entire agreement among the parties
               concerning NPI. There are no oral or implied promises or other
               obligations concerning said subject matter that have not been set
               forth herein. This Agreement may not be modified without a
               written agreement executed by all parties.



By signing below, the undersigned agree to have read and be bound by the terms
and conditions of this Agreement.

Date:_______________________________



The United States Life Insurance Company in the City of New York
                                    390 Park Avenue, 5/th/ Floor
                                    New York, NY 10022-4684

Signed By:                          ____________________________________________

Name & Title:                       ____________________________________________




American General Securities Incorporated
                                    2727 Allen Parkway
                                    Houston, TX 77019

Signed By:                          ____________________________________________

Name & Title:                       ____________________________________________




American General Insurance Agency, Inc.
                                    2727 Allen Parkway
                                    Houston, TX 77019

Signed By:                          ____________________________________________

Name & Title:                       ____________________________________________







Schedule A
Control Date - November 1, 2001

        THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
                       CONTRACTS COVERED BY THIS AGREEMENT

                                    Registration Forms                  Separate
Contract Name                          and Numbers                      Account
-------------                       --------------------------------------------

Platinum Investor                   Form S-6                           USL VL-R
Variable Life Insurance             Nos. 811-09359
                                         333-79471

Platinum Investor Survivor          Form S-6                           USL VL-R
Second-to-Die Variable              Nos. 811-09359
Life Insurance                           333-57062














Schedule A-1 - Generations Variable Annuity
Control Date - May 1, 2001

        THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
                       CONTRACTS COVERED BY THIS AGREEMENT

                                     Registration Forms                Separate
Contract Name                           and Numbers                     Account
-------------                        -------------------------------------------

Generations Variable Annuity         Form N-4                           USL VA-R
                                     Nos. 811-09007
                                          333-63673