Thrivent Variable Annuity Account A · 485BPOS · On 4/22/99 · EX-99

Filed On 4/22/99   ·   SEC File 33-82054   ·   Accession Number 927649-99-14

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Aal Variable Annuity Account I 485b                   95±   411K 
 2: EX-99       3 - Amendment to Principal Underwriting & Serv Agr     2±    13K 
 3: EX-99       4(C) - Ira Endorsements                                8     30K 
 4: EX-99       4(E) - Variation Pgs/Adult & Juvenile Certificates    29     86K 
 5: EX-99       5(A) - Computer Certificate Application               16     95K 
 6: EX-99       5(C) - Variable Annuity Option Selection Form          2     19K 
 7: EX-99       5(E) - Ira Disclosures and Financial Disclosures      11     59K 
 8: EX-99       5(F) - Tsa Salary Reduction Agrreement Form            3±    20K 
 9: EX-99       5(G) - McA Worksheet                                   2±    16K 
10: EX-99       6(B) - Bylaws of Depositor                            10±    49K 
11: EX-99       8(A) - Amended and Restated Participation Agr         17±    76K 
12: EX-99       8(B) - Amendment to Trade Name/Service Mark Agr        2±    12K 
13: EX-99       8(C) - Adm Services Agr Termination Letter             1      9K 
14: EX-99       Amended and Restated Transfer Agency Agr               8±    43K 
15: EX-99       9 - Opinion of Counsel                                 1     11K 
16: EX-99       10 - Consent of Independent Auditors                   1      7K 

EX-99   ·   3 - Amendment to Principal Underwriting & Serv Agr

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 AMENDMENT NO. 1
 TO AMENDED AND RESTATED
PRINCIPAL UNDERWRITING AND SERVICING AGREEMENT

         THIS AMENDMENT NO. 1 (the "Amendment") is entered into this 15th day of
March, 1999, by and between AAL Capital Management  Corporation  ("Distributor")
and Aid Association for Lutherans ("AAL"),  on behalf of itself and on behalf of
the AAL Variable  Account I, AAL Variable  Account II, and the AAL Variable Life
Account I, for the purpose of amending the Principal  Underwriting and Servicing
Agreement by and between those two parties  dated  November 23, 1994, as amended
and  restated  on March 4, 1998 (as so amended  and  restated  the  "Distributor
Agreement").  Capitalized  terms used in this  Amendment  which are not  defined
herein  shall  have  the  meanings  defined  for such  terms in the  Distributor
Agreement.                                                                      

         WHEREAS,  AAL and its newly established  separate account, AAL Variable
Annuity Account II, a separate account  registered under the Investment  Company
Act of 1940,  propose to offer for sale to the  public  certain  single  premium
immediate variable annuity contracts;                                           

         WHEREAS,  effective  upon the  effectiveness  of AAL  Variable  Annuity
Account II's registration  statement filed under the Securities Act of 1933, AAL
desires to appoint the  Distributor  as, and the  Distributor  desires to accept
appointment as, the principal underwriter in a continuous offering of the single
premium  immediate  annuity  contracts for AAL, and the parties  thereby wish to
amend the Distributor Agreement to cover the Distributor's offer and sale of the
single premium  immediate  variable  annuity  contracts of AAL Variable  Annuity
Account II;                                                                     

         NOW,  THEREFORE,   for  consideration   described  in  the  Distributor
Agreement and to carry out the mutual promises and intentions of the parties set
forth  herein,  the  parties  to  this  Amendment  hereby  agree  to  amend  the
Distributor Agreement as follows:                                               

1.   ACCOUNTS. As used in the Distributor  Agreement,  the term "ACCOUNTS" shall
     include  the AAL  Variable  Annuity  Account  II,  in  addition  to the AAL
Variable Annuity Account I and AAL Variable Life Account I.           

2.   Certificate.  As used in the Distributor Agreement, the term "Certificates"
     shall include single premium immediate  variable annuity contracts proposed
to be offered by AAL through AAL Variable Annuity Account II.         

3.   Sales Commissions.  AAL will pay Distributor a sales commission on sales of
     single premium immediate  variable annuity contracts in accordance with the
     schedule  for  Variable  Annuities  set forth on Schedule A attached to the
Distributor Agreement.                                                

4.   Effect on Other  Provisions.  Except to extend the terms of the Distributor
     Agreement  to cover  and  include  the  offer  and sale of  single  premium
     immediate  variable  annuity  contracts  offered  by AAL  through  the  AAL
     Variable  Annuity  Account  II,  and except as  explicitly  amended by this
     Amendment,  the terms and  provisions of the  Distributor  Agreement  shall
     continue in full force and effect,  unaffected  by the  provisions  of this
Amendment.                                                            

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
by its duly authorized officer as of the day and year written above.            

AID ASSOCIATION FOR LUTHERANS                AAL CAPITAL MANAGEMENT             
                     CORPORATION

By:      /s/John O. Gilbert                  By:      /s/Ronald G. Anderson     
         ------------------------------               --------------------------
 John O. Gilbert                              Ronald G. Anderson
  President and Chief                          President and Chief
Executive Officer                            Executive Officer

Attest:  /s/Woodrow E. Eno                   Attest:  /s/Woodrow E. Eno         
         ------------------------------               --------------------------
Woodrow E. Eno                               Woodrow E. Eno   
     Senior Vice-President,                       Senior Vice President,
    Secretary and General                        Secretary and General
Counsel                                      Counsel          

Dates Referenced Herein   and   Documents Incorporated By Reference

This 485BPOS Filing		Date		Other Filings
		11/23/94
		3/4/98
Filed On / Filed As Of / Effective As Of		4/22/99		497
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