Exhibit 10.1
UNDERWRITING AGREEMENT
THIS AGREEMENT, is entered into on this 1st day of October, 1996, by and
among ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK ("Allstate Life of New York"
or "Company"), a stock life insurance company organized under the laws of the
State of New York, on its own and on behalf of the ALLSTATE LIFE OF NEW YORK
SEPARATE ACCOUNT A ("Separate Account"), a separate account established pursuant
to the insurance laws of the State of New York, and ALLSTATE LIFE FINANCIAL
SERVICES, INC., ("Principal Underwriter"), a corporation organized under the
laws of the state of Delaware.
RECITALS
WHEREAS, Company proposes to issue to the public certain flexible premium
deferred variable annuity contracts identified in the Attachment A
("Contracts"); and
WHEREAS, Company, by resolution adopted on December 22, 1995, established
the Separate Account for the purpose of issuing the Contracts; and
WHEREAS, the Separate Account is registered with the Securities and
Exchange Commission ("Commission") as a unit investment trust under the
Investment Company Act of 1940 (File Nos. 33-65381, 811-07467); and
WHEREAS, the Contracts to be issued by Company are registered with the
Commission under the Securities Act of 1933 and the Investment Company Act of
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1940 (File Nos. 33-65355, and 33-65381, 811-07467) for offer and sale to the
public and otherwise are in compliance with all applicable laws; and
WHEREAS, Principal Underwriter, a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. ("NASD"), proposes to act as principal underwriter on
an agency (best efforts) basis in the marketing and distribution of said
Contracts; and
WHEREAS, Company desires to obtain the services of Principal Underwriter as
an underwriter and distributor of said Contracts issued by Company and through
the Separate Account;
NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and conditions set forth herein, and for other good and valuable
consideration, the Company, the Separate Account, and the Principal Underwriter
hereby agree as follows:
1. AUTHORITY AND DUTIES
(a) Principal Underwriter will serve as an underwriter and distributor on
an agency basis for the Contracts which will be issued by the Company
through the Separate account.
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(b) Principal Underwriter will use its best efforts to provide information
and marketing assistance to licensed insurance agents and
broker-dealers on a continuing basis. However, Principal Underwriter
shall be responsible for compliance with the requirements of state
broker-dealer regulations and the Securities Exchange Act of 1934 as
each applies to Principal Underwriter in connection with its duties as
distributor of said Contracts. Moreover, Principal Underwriter shall
conduct its affairs in accordance with the rules of Fair Practice of
the NASD.
(c) Subject to agreement with the Company, Principal Underwriter may enter
into selling agreements with broker-dealers which are registered under
the Securities Exchange Act of 1934 and/or authorized by applicable
law or exemptions to sell flexible premium deferred variable annuity
contracts issued by Company. Any such contractual arrangement is
expressly made subject to this Agreement, and Principal Underwriter
will at all times be responsible to Company for supervision of
compliance with the federal securities laws regarding distribution of
Contracts.
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2. WARRANTIES
(a) The Company represents and warrants to Principal Underwriter that:
(i) Registration Statements on Form N-4 and S-1 for each of the
Contracts identified in Attachment A have been filed with
the Commission in the form previously delivered to Principal
Underwriter and that copies of any and all amendments
thereto will be forwarded to Principal Underwriter at the
time that they are filed with Commission;
(ii) The Registration Statement and any further amendments or
supplements thereto will, when they become effective,
conform in all material respects to the requirements of the
Securities Act of 1933 and the Investment Company Act of
1940, and the rules and regulations of the Commission under
such Acts, and will not contain any untrue statement of a
material fact or omit to state a material fact required to
be stated therein or necessary to make the statements
therein not misleading; provided, however, that this
representation and warranty shall not apply to any
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statement or omission made in reliance upon and in
conformity with information furnished in writing to Company
by Principal Underwriter expressly for use therein;
(iii) The Company is validly existing as a stock life insurance
company in good standing under the laws of the State of New
York, with power to own its properties and conduct its
business as described in the Prospectus, and has been duly
qualified for the transaction of business and is in good
standing under the laws of each other jurisdiction in which
it owns or leases properties, or conducts any business;
(iv) The Contracts to be issued by the Company and through the
Separate Account and offered for the sale by Principal
Underwriter on behalf of the Company hereunder have been
duly and validly authorized and, when issued and delivered
with payment therefore as provided herein, will be duly and
validly issued and will conform to the description of such
Contracts contained in the Prospectuses relating thereto.
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(v) Those persons who offer and sell the Contracts are to be
appropriately licensed or appointed to comply with the state
insurance laws;
(vi) The performance of this Agreement and the consummation of
the transactions contemplated by this Agreement will not
result in a violation of any of the provisions of or default
under any statute, indenture, mortgage, deed of trust, note
agreement or other agreement or instrument to which Company
is a party or by which Company is bound (including Company's
Charter or By-laws as a stock life insurance company, or any
other, rule or regulation of any court or governmental
agency or body having jurisdiction over Company or any of
its properties);
(vii) There is no consent, approval, authorization or order of any
court or governmental agency or body required for the
consummation by Company of the transactions contemplated by
this Agreement, except such as may be required under the
Securities Exchange Act of 1934 or state insurance or
securities laws in connection with the distribution of the
Contracts; and
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(viii) There are no material legal or governmental proceedings
pending to which Company or the Separate account is a party
or of which any property of Company or the Separate Account
is the subject (other than as set forth in the Prospectus
relating to the Contracts, or litigation incident to the
kind of business conducted by the Company) which, if
determined adversely to Company, would individually or in
the aggregate have a material adverse effect on the
financial position, surplus or operations of Company.
(b) Principal Underwriter represents and warrants to Company that:
(i) It is a broker-dealer duly registered with the Commission
pursuant to the Securities Exchange Act of 1934, is a member
in good standing of the NASD, and is in compliance with the
securities laws in those states in which it conducts
business as a broker-dealer;
(ii) As a principal underwriter, it shall permit the offer and
sale of Contracts to the public only by and through persons
who are appropriately licensed under the securities laws and
who are appointed in writing by the Company to be
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authorized insurance agents unless such persons are exempt
from licensing and appointment requirements;
(iii) The performance of this Agreement and the consummation of
the transactions herein contemplated will not result in a
breach or violation of any of the terms or provisions of or
constitute a default under any statute, indenture, mortgage,
deed of trust, note agreement or other agreement or
instrument to which Principal Underwriter is a party or by
which Principal Underwriter is bound (including the
Certificate of Incorporation or By-laws of Principal
Underwriter or any order, rule or regulation of nay court or
governmental agency or body having jurisdiction over either
Principal Underwriter or its property); and
(iv) To the extent that any statements made in the Registration
Statement, or any amendment or supplement thereto, are made
in reliance upon and in conformity with written information
furnished to Company by Principal Underwriter expressly for
use therein, such statements will, when they become
effective or are filed with the Commission, as the case may
be, conform in all material respects to the
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requirements of the Securities Act of 1993 and the rules and
regulations of the Commission thereunder, and will not
contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or
necessary to make the statements therein not misleading.
3. BOOKS AND RECORDS
(a) Principal Underwriter shall keep, in a manner and form approved by
Company and in accordance with Rules 17a-3 and 17a-4 under the
Securities Exchange Act of 1934, correct records and books of account
as required to be maintained by a registered broker-dealer, acting as
principal underwriter, of all transactions entered into on behalf of
Company with respect to its activities under this Agreement. Principal
Underwriter shall make such records and books of account available for
inspection by the Commission, and Company shall have the right to
inspect, make copies of or take possession of such records and books
of account at any time upon demand.
(b) Subject to applicable Commission or NASD restrictions, Company will
send confirmations of Contract transactions to Contract
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Owners. Company will make such confirmations and records of
transactions available to Principal Underwriter upon request.
4. SALES MATERIALS
(a) After authorization to commence the activities contemplated herein,
Principal Underwriter will utilize the currently effective prospectus
relating to the subject Contracts in connection with its underwriting,
marketing and distribution efforts. As to other types of sales
material, Principal Underwriter hereby agrees and will require any
participating or selling broker-dealers to agree that they will use
only sales materials which have been authorized for use by Company,
which conform to the requirements of federal and state laws and
regulations, and which have been filed where necessary with the
appropriate regulatory authorities, including the NASD.
(b) Principal Underwriter will not distribute any prospectus, sales
literature or any other printed matter or material in the underwriting
and distribution of any Contract if, to the knowledge of Principal
Underwriter, any of the foregoing misstates the
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duties, obligations or liabilities of Company or Principal
Underwriter.
5. COMPENSATION
(a) Company agrees to pay Principal Underwriter for direct expenses
incurred on behalf of Company. Such direct expenses shall include, but
not be limited to, the cost of goods and services purchased from
outside vendors, travel expenses and state and federal regulatory fees
incurred on behalf of Company.
(b) Principal Underwriter shall present to Company a statement after the
end of the quarter showing the apportionment of services rendered and
the direct expenses incurred. Settlements are due and payable within
thirty days.
6. PURCHASE PAYMENTS
Principal Underwriter shall arrange that all purchase payments collected on the
sale of the Contract are promptly and properly transmitted to Company for
immediate allocation to the Separate Account in accordance with the procedures
of Company
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and the directions furnished by the purchasers of such contracts at the time of
purchase.
7. UNDERWRITING TERMS
(a) Principal Underwriter makes no representations or warranties regarding
the number of Contracts to be sold by licensed broker-dealers and
registered representatives of broker-dealers or the amount to be paid
thereunder. Principal Underwriter does, however, represent that it
will actively engage in its duties under this Agreement on a
continuous basis while there is an effective registration statement
filed with the Commission.
(b) Principal Underwriter will use its best efforts to ensure that the
Contracts shall be offered for sale by registered broker-dealers and
registered representatives of broker-dealers (who also are duly
licensed as insurance agents) on the terms described in the currently
effective prospectus describing such Contracts.
(c) It is understood and agreed that Principal Underwriter may render
similar services to other companies in the distribution of other
variable contracts.
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(d) The Company will use its best efforts to assure that the Contracts are
continuously registered under the Securities Act of 1933 (and under
any applicable state "blue sky" laws) and to file for approval under
state insurance laws when necessary.
(e) The Company reserves the right at any time to suspend or limit the
public offering of the subject Contracts upon one day's written notice
to Principal Underwriter.
8. LEGAL AND REGULATORY ACTIONS
(a) The Company agrees to advise Principal Underwriter immediately of:
(i) any request by the Commission for amendment of the
Registration Statement or for additional information
relating to the Contracts;
(ii) the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement relating to
the Contracts or the initiation of any proceedings for that
purpose; and
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(iii) the happening of any known material event which makes untrue
any statement made in the Registration Statement relating to
the Contracts or which requires the making of a change
therein in order to make any statement made therein not
misleading.
(b) Each of the undersigned parties agrees to notify the other in writing
upon being apprised of the institution of any proceeding,
investigation or hearing involving the offer or sale of the subject
Contracts.
(c) During any legal action or inquiry, Company will furnish to Principal
Underwriter such information with respect to the Separate Account and
Contracts in such forms and signed by such of its officers as
Principal Underwriter may reasonably request and will warrant that the
statements therein contained when so signed are true and correct.
9. TERMINATION
(a) This Agreement will terminate automatically upon its assignment.
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(b) This Agreement shall terminate without the payment of any penalty by
either party upon sixty (60) days' advance written notice.
(c) This Agreement shall terminate at the option of the Company upon
institution of formal proceedings against Principal Underwriter by the
NASD or by the Commission, or if Principal Underwriter or any
representative thereof at any time:
(i) employs any device, scheme, artifice, statement or omission
to defraud any person;
(ii) fails to account and pay over promptly to the Company money
due it according to the Company's records; or
(iii) violates the conditions of this Agreement.
10. INDEMNIFICATION
The Company agrees to indemnify Principal Underwriter for any liability that it
may incur to a Contract owner or party-in-interest under a Contract:
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(a) arising out of any act or omission in the course of or in connection
with rendering services under this Agreement; or
(b) arising out of the purchase, retention or surrender of a contract;
provided, however, that the Company will not indemnify Principal
Underwriter for any such liability that results from the willful
misfeasance, bad faith or gross negligence of Principal Underwriter or
from the reckless disregard by such Principal Underwriter of its
duties and obligations arising under this Agreement.
11. GENERAL PROVISIONS
(a) This Agreement shall be subject to the laws of the State of New York.
(b) This Agreement, along with any Schedules attached hereto and
incorporated herein by reference, may be amended from time to time by
the mutual agreement and consent of the undersigned parties.
(c) In case any provision in this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
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remaining provisions shall not in any way be affected or impaired
thereby.
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to
be duly executed, to be effective as of October 1, 1996.
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
(and ALLSTATE LIFE OF NEW YORK SEPARATE ACCOUNT A)
BY: /s/ [ILLEGIBLE] 10/29/96
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Date
ALLSTATE LIFE FINANCIAL SERVICES, INC.
BY: /s/ Andrea Schur 10.29.96
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Date
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ATTACHMENT A
UNDERWRITING AGREEMENT
"CONTRACTS" FORM #
Flexible Premium Deferred Variable Annuity Group Certificate NYLU349
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Exhibit 10.2
PRINCIPAL UNDERWRITING AGREEMENT
This Principal Underwriting Agreement (hereinafter "Agreement") is made and
entered into as of this 1st day of May, 2000, by and between Allstate Life
Insurance Company of New York ("Allstate Life of New York") a life insurance
company organized under the laws of the State of New York on its own and on
behalf of each separate account of Allstate Life of New York set forth on
Attachment A, as such Attachment may be amended from time to time (each such
account herein referred to as the "Account"), and Allstate Distributors, L.L.C.
("Distributors"), a limited liability corporation organized under the laws of
the State of Delaware.
In consideration of the mutual promises and covenants exchanged by the parties
in this Agreement, Allstate Life of New York grants to Distributors the right to
be and Distributors agrees to serve as Principal Underwriter for the sale of
variable insurance products and other insurance and investment products during
the term of this Agreement and the parties agree as follows:
ARTICLE I
DISTRIBUTORS DUTIES AND OBLIGATIONS
1.01 Distributors, a broker-dealer registered under the Securities Exchange
Act of 1934 (the "1934 Act") and a member of the National Association of
Securities Dealers, Inc. ("NASD"), will serve as principal underwriter and
distributor for the variable insurance contracts (contracts listed in Attachment
A, herein, the "Contracts") which will be issued by Allstate Life of New York.
1.02 Distributors shall be duly registered or licensed or otherwise qualified
under the insurance and securities laws of the states in which the Contracts are
authorized for sale.
1.03 Distributors proposes to act as principal underwriter on an agency best
efforts basis in the marketing and distribution of the Contracts. Distributors
will use its best efforts to provide information and marketing assistance to
licensed insurance agents and broker-dealers ("Selling Broker-Dealers") on a
continuing basis.
1.04 Distributors shall be responsible for compliance with the requirements of
state broker-dealer regulations and the 1934 Act as each applies to Distributors
in connection with its duties as distributor of the Contracts. Moreover,
Distributors shall conduct its affairs in accordance with the Conduct Rules of
the NASD.
1.05 As a principal underwriter, Distributors shall permit the offer and sale
of Contracts to the public only by and through persons who are appropriately
licensed under the securities laws and who are appointed in writing by Allstate
Life of New York to be authorized insurance agents (unless such persons are
exempt from such licensing and appointment requirements);
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1.06 To the extent that any statements made in the Registration Statement, or
any amendment or supplement thereto, are made in reliance upon and in conformity
with written information furnished to Allstate Life of New York by Distributors
expressly for use therein, such statements will, when they become effective or
are filed with the Securities and Exchange Commission (the "SEC" or
"Commission"), as the case may be, conform in all material respects to the
requirements of the Securities Act of 1933 (the "1933 Act") and the rules and
regulations of the Commission thereunder, and will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading.
1.07 Subject to agreement with Allstate Life of New York, Distributors may
enter into selling agreements with broker-dealers which are registered under the
1934 Act and/or authorized by applicable law or exemptions to sell the
Contracts. Any such contractual arrangement is expressly made subject to this
Agreement, and Distributors will at all times be responsible to Allstate Life of
New York for supervision of compliance with federal securities laws regarding
distribution of the Contracts.
ARTICLE II
ALLSTATE LIFE OF NEW YORK'S DUTIES AND OBLIGATIONS
2.01 Allstate Life of New York is validly existing as a stock life insurance
company in good standing under the laws of the State of New York, and has been
duly qualified for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties or
conducts any business.
2.02 Allstate Life of New York represents that:
a) Registration Statements for each of the Contracts identified in
Attachment A shall have been filed with the SEC in the form previously
delivered to Distributors and that copies of any and all amendments
thereto will be forwarded to Distributors at the time that they are
filed with the SEC;
b) Each Account is a duly organized, validly existing separate account,
established by resolution of the Board of Directors of Allstate Life of
New York, on the date shown for such Account on Attachment A, for the
purpose of issuing the Contracts; and
c) Allstate Life of New York has registered or will register the Account
as a unit investment trust under the Investment Company Act of 1940
(the "1940 Act").
2.03 The Registration Statement and any further amendments or supplements
thereto will, when they become effective, conform in all material respects to
the requirements of the 1933 Act and the 1940 Act, and the rules and regulations
of the Commission under such Acts and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any statement or omission
made in reliance upon and in conformity with information
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furnished in writing to Allstate Life of New York by Distributors expressly for
use therein.
2.04 Allstate Life of New York shall be responsible for the licensing and
appointing of registered representatives of Selling Broker-Dealers as required
by State insurance laws.
ARTICLE III
RECORDS
3.01 Distributors shall keep, in a manner and form approved by Allstate Life
of New York and in accordance with Rules 17a-3 and 17a-4 under the 1934 Act,
accurate records and books of account as required to be maintained by a
registered broker-dealer, acting as principal underwriter, of all transactions
entered into on behalf of Allstate Life of New York with respect its activities
under this Agreement. Distributors shall make such records of account available
for inspection by the SEC and Allstate Life of New York shall have the right to
inspect, make copies of or take possession of such records and books of account
at any time upon demand.
3.02 Subject to applicable SEC or NASD restrictions, Allstate Life of New York
will send confirmations of Contract transactions to Contract owners. Allstate
Life of New York will make such confirmations and records of transactions
available to Distributors upon request. Allstate Life of New York will also
maintain Contract Owner records on behalf of Distributors to the extent
permitted by applicable securities law.
3.03 Distributors and Allstate Life of New York shall keep confidential the
records, books of account and other information concerning the Contract owners,
annuitants, insureds, beneficiaries or any persons who have rights arising out
of the Contracts. Distributors or Allstate Life of New York may disclose the
Records and such information only if the other has authorized disclosure and if
the disclosure is required by applicable law. In the event Distributors or
Allstate Life of New York is served with a subpoena, court order or demand from
a regulatory organization which mandates disclosure of the Records or such
information, such party must notify the other and allow such other party
sufficient time to authorize disclosure or to intervene in the judicial
proceeding or matter so as to protect its interest.
3.04 Unless otherwise agreed to, no party to this Agreement shall voluntarily
disclose to any third party other than Putnam Investments, Inc. and its
affiliates, any books, reference manuals, instructions, information or data
which concern the other party's business and which are exchanged during the
negotiation and performance of this Agreement. When this Agreement terminates or
expires, the parties shall return all such books, reference manuals,
instructions, information or data in their possession.
3.05 For the purpose of determining the other party's compliance with this
Agreement, each party to this Agreement shall have reasonable access during
normal business hours
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to any records and books of account which concern the Contracts and which are
maintained by the other party.
3.06 Both Allstate Life of New York and Distributors agree to keep all
information required by applicable laws, to maintain the books, accounts and
records as to clearly and accurately disclose the precise nature and details of
the transaction and to assist one another in the timely preparation of any
reports required by law. With respect to services provided by or performed on
behalf of Allstate Life of New York, such books, accounts and records shall
conform to the requirements set forth in Section 325 of the New York Insurance
Law and New York Insurance Department Regulation 152.
3.07 Distributors and Allstate Life of New York shall furnish to the other any
reports and information which the other may request for the purpose of meeting
reporting and recordkeeping requirements under the laws of the State of New York
or any other state or jurisdiction.
ARTICLE IV
SALES MATERIALS
4.01 Distributors will utilize the currently effective prospectus relating to
the Contracts in connections with its underwriting, marketing and distribution
efforts. As to other types of sales material, Distributors hereby agrees and
will require Selling Broker-Dealers to agree to use only sales materials which
have been authorized for use by Allstate Life of New York, which conform to the
requirements of federal and state laws and regulations, and which have been
filed where necessary with the appropriate regulatory authorities including the
NASD.
4.02 Distributors will not distribute any prospectus, sales literature or any
other printed matter or material in the underwriting and distribution or any
Contract if, to the knowledge of Distributors, any of the foregoing misstates
the duties, obligation or liabilities of Allstate Life of New York or
Distributors.
ARTICLE V
COMPENSATION
5.01 Allstate Life of New York shall pay to Distributors commissions described
in Attachment B, attached hereto and made a part hereof. Distributors shall not
be obligated to pay another broker/dealer for sales of Contracts pursuant to its
selling agreement with such broker/dealer until Distributors has received its
commissions for the sale of such Contracts from Allstate Life of New York.
5.02 In compensating Distributors, Allstate Life of New York reserves the
right to withhold commissions from Distributors if it determines Distributors is
not paying commissions to its Selling Broker-Dealers in accordance with
applicable laws.
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5.03 Distributors shall direct how commissions are paid, provided such
direction is in accordance with applicable law.
5.04 Allstate Life of New York agrees to pay Distributors for direct expenses
incurred on behalf of Allstate Life of New York. Such direct expenses shall
include, but not be limited to, the costs of goods and services purchased from
outside vendors, travel expenses and state and federal regulatory fees incurred
on behalf of Allstate Life of New York.
5.05 Distributors shall present a statement after the end of the quarter
showing the apportionment of services rendered and the direct expenses incurred.
Settlements are due and payable within thirty days.
ARTICLE VI
UNDERWRITING TERMS
6.01 Distributors makes no representations or warranties regarding the number
of contracts to be sold by Selling Broker-Dealer and the registered
representatives of Selling Broker-Dealer or the amount to be paid thereunder.
Distributors does, however, represent that it will actively engage in its duties
under this Agreement on a continuous basis while there is an effective
Registration Statement with the SEC.
6.02 Distributors will use its best efforts to ensure that the Contracts shall
be offered for sale by registered broker-dealers and registered representatives
(who are duly licensed as insurance agents) on the terms described in the
currently effective prospectus describing such Contracts.
6.03 Allstate Life of New York will use its best efforts to assure that the
Contracts are continuously registered under the 1933 Act (and under any
applicable state "blue sky" laws) and to file for approval under state insurance
laws when necessary.
ARTICLE VII
LEGAL AND REGULATORY ACTIONS
7.01 Allstate Life of New York agrees to advise Distributors immediately of:
a) any request by the SEC for amendment of the Registration Statement or for
additional information relating to the Contracts;
b) the issuance by the SEC of any stop order suspending the effectiveness of the
Registration Statement relating to the Contracts or the initiation of any
proceedings for that purpose; and
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c) the happening of any known material event which makes untrue any statement
made in the Registration Statement relating to the Contracts or which
requires the making of a change therein in order to make any statement made
therein not misleading.
7.02 Each of the undersigned parties agrees to notify the other in writing
upon being apprised of the institution of any proceeding, investigation or
hearing involving the offer or sale of the subject Contracts.
7.03 During any legal action or inquiry, Allstate Life of New York will
furnish to Distributors such information with respect to the Contracts in such
form and signed by such of its officers as Distributors may reasonably request
and will warrant that the statements therein contained when so signed are true
and correct.
7.04 If changes in insurance laws or regulations could reasonably be expected
to affect the sales and administration of Contracts under this Agreement,
Allstate Life of New York shall notify Distributors within a reasonable time
after Allstate Life of New York receives notice of those changes. Such notice
shall be in writing except, if circumstances so require, the notice may be
communicated by telephone or facsimile and confirmed in writing.
ARTICLE VIII
TERMINATION
8.01 This Agreement shall terminate at either Party's option, without penalty:
(a) without case, on not less than 180 days prior written notice to the
other Party;
(b) upon the mutual written consent of the Parties;
(c) upon written notice of one Party to the other in the event of
bankruptcy or insolvency of the Party to which notice is given;
(d) upon the suspension or revocation of any material license or permit
held by a Party by the appropriate governmental agency or authority;
however, such termination shall extend only to the jurisdiction(s)
where the Party is prohibited from doing business; or
(e) upon the finding by any regulatory body in a formal proceeding of
material wrongdoing by a Party regarding its duties under this
Agreement.
8.02 If either Party breaches this Agreement or is in default in the
performance of any of its duties and obligations hereunder (the "defaulting
Party"), the non-defaulting Party may give written notice thereof to the
defaulting Party, and if such breach or default is not remedied within 60 days
after such written notice is given, then the non-defaulting Party may terminate
this Agreement by giving 30 days' prior written notice of such termination to
the defaulting Party.
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8.03 The Parties agree to cooperate and give reasonable assistance to one
another in effecting an orderly transition following termination.
ARTICLE IX
INDEMNIFICATION
9.01 SCOPE OF INDEMNIFICATION
(a) Each Party (the "Indemnifying Party") agrees to indemnify and hold
harmless the other (the "Indemnified Party") against any loss, liability, claim,
damage or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damage or expense, and reasonable counsel
fees incurred in connection therewith) arising by reason of any person's
acquiring any Contract, which may be based upon any law:
(i) on the ground that the Indemnifying Party, its directors,
officers, employees, agents, or subcontractors failed to comply with any
applicable laws and regulations in connection with its rendering of
duties or services under this Agreement; or
(ii) on the ground of negligence or misconduct by the Indemnifying
Party or its directors, officers, employees, agents, or subcontractors,
in the performance of its duties hereunder, or breach by the Indemnifying
Party of any representation or warranty hereunder.
The foregoing indemnities shall, upon the same terms and conditions,
extend to and inure to the benefit of each director, officer and employee of the
Indemnified Party and any person controlling or controlled by the Indemnified
Party within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act.
(b) In no case shall the indemnity in favor of the Indemnified Party,
including such controlling or controlled persons, be deemed to protect the
Indemnified Party against any liability to the Indemnifying Party to which it
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement. In addition, in no case
shall the Indemnifying Party be liable under its indemnity agreement contained
in Section 4.1(a) hereof with respect to any claim made against an Indemnified
Party, unless the Indemnified Party shall have notified the Indemnifying Party
in writing by fax or overnight mail giving information of the nature of the
claim within two (2) business days after the summons or other first legal
process shall have been served upon the Indemnified Party (or after the
Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify the Indemnifying Party of any such claim shall not
relieve it from any liability which it may
<Page>
have to the Indemnified Party against whom such action is brought otherwise than
on account of its indemnity agreement contained in Section 4.1(a) hereof. The
Indemnifying Party shall be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce such liability. If the Indemnifying Party elects to assume the defense,
such defense shall be conducted by counsel chosen by it and satisfactory to the
Indemnified Party. In the event the Indemnifying Party elects to assume the
defense of any such suit and retains such counsel, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it, but, in
case the Indemnifying Party does not elect to assume the defense of any such
suit, it shall reimburse the Indemnified Party for the reasonable fees and
expense of any counsel retained by the Indemnified Party. The Indemnifying Party
shall promptly notify the Indemnified Party of the commencement of any
litigation or proceedings against the Indemnifying Party or any of its officers,
directors, employees or subcontractors in connection with the issuance or sale
of the Contracts.
9.02 LIMITATION ON LIABILITY
In no event shall either Party be liable for lost profits or for
exemplary, special, punitive or consequential damages alleged to have been
sustained by the other Party, as opposed to a third party.
9.03 INJUNCTIVE RELIEF
The Parties each agree that monetary damages may be an inadequate remedy
in the event of a breach by either Party of any of the covenants in this
Agreement, and that any such breach by a Party may cause the other Party great
and irreparable injury and damage. Accordingly, nothing in this Agreement shall
limit a Party's right to obtain equitable relief when appropriate.
ARTICLE X
GENERAL PROVISIONS
10.01 This Agreement shall be subject to the laws of the State of New York.
10.02 This Agreement, along with any schedules attached hereto and incorporated
herein by reference, may be amended from time to time by mutual agreement and
consent of the under signed parties, subject to approval by the Superintendent
of Insurance of the State of New York.
10.03 In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
10.04 This Agreement shall be the sole agreement between Allstate Life of New
York and Distributors regarding the distribution of the Contracts, and it
supersedes all prior and
<Page>
contemporaneous agreements between the Parties governing the distribution of the
Contracts. This Agreement may not be amended, supplemented, or modified, except
as expressly permitted herein, without the written agreement of the Parties.
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be
duly executed, to be effective as of May 1st, 2000
Allstate Life Insurance Company of New York
(and the Account(s) set forth on Attachment A)
By: /s/ James P. Zils
-----------------------------
Title: Treasurer
-----------------------------
Allstate Distributors, L.L.C.
By: /s/ Barry S. Paul
------------------------------
Title: Assistant Treasurer
-----------------------------
<Page>
ATTACHMENT A
<Table>
<Caption>
SEPARATE ACCOUNT EFFECTIVE DATE CONTRACT(S) FORM #(S)
- ---------------- -------------- ----------- ---------
Allstate Life of New York
Separate Account A December 15, 1995 Putnam Allstate Advisor NYLU447
</Table>
<Page>
ATTACHMENT B
Distributors shall be entitled to remuneration for its services as shown below
for all variable annuity purchase payments received on policies issued by
Allstate Life of New York. Such remuneration shall be reduced by the amount of
commissions payable to broker/dealers receiving compensation pursuant to selling
agreements with Allstate Life on New York and Distributors.
<Table>
<Caption>
- ------------------------------------------------
SCHEDULE A
- ------------------------------------------------
Issue Age: 0-80 7.30%
- ------------------------------------------------
81-85 5.80%
- ------------------------------------------------
86-90 4.30%
- ------------------------------------------------
</Table>
<Table>
<Caption>
- --------------------------------------------------------------------
SCHEDULE B UP-FRONT TRAIL
- --------------------------------------------------------------------
Issue Age: 0-80 6.30% 25 bps
- --------------------------------------------------------------------
81-85 5.05% 25 bps
- --------------------------------------------------------------------
86-90 3.80% 25 bps
- --------------------------------------------------------------------
</Table>
CHARGE BACK SCHEDULE
Full or partial Withdrawal 100% Charge Back due to "Right to Cancel"
provision.
Early Annuitization Year 1 Only, Charge Back to Annuitization Level
Commission (TBD)
<Page>
Exhibit 10.3
SERVICE AGREEMENT
This agreement between Allstate Life Insurance Company, (herein referred to as
"Allstate Life"), and Allstate Life Insurance Company of New York, (herein
referred to as "New York"), shall be effective as of July 1, 1989.
WHEREAS, the parties agree that Allstate Life shall render services to and on
behalf of New York; and
WHEREAS, New York agrees to pay Allstate Life for services and expenses incurred
on its behalf:
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Allstate Life and New York agree that expenses incurred by Allstate Life on
behalf of New York, and expenses and the cost of services provided to New
York, will be apportioned on an equitable basis in conformity with
generally accepted accounting principles. It is further agreed that the
parties will operate at arm's length and that apportionment and
classification of expenses incurred or for services rendered shall be in
accordance with Section 1505 of the New York Insurance Law and New York
Insurance Department Regulation 33. New York agrees to maintain at its Home
Office in the State of New York, and Allstate Life agrees to maintain at
its Home Office, records sufficient to disclose clearly and accurately the
nature and details of all transactions between the parties, including such
accounting information as is necessary to support the apportioned expenses
charged to the respective parties.
<Page>
2. Allstate Life agrees that the services of such of its personnel, as it may
designate from time to time, will be made available to New York at all
reasonable times, but upon terms and conditions herein stated.
3. New York agrees to pay Allstate Life for direct expenses incurred on its
behalf. Such direct expenses shall include, but not be limited to, the
costs of goods and services purchased from outside vendors, and travel
expenses.
4. New York agrees to pay Allstate Life for the costs of services rendered by
Allstate Life personnel and the use of Allstate Life equipment. Such
services shall include:
a. Actuarial services;
b. Legal services;
c. Development and maintenance of computer-related policy maintenance and
accounting systems;
d. Preparation of tax returns and other tax-related documents;
e. Payroll and benefit plan processing, consultation on Human Resource
policies and practices, and development of employee training programs;
f. Marketing services, including product development, market research,
target market identification, development of sales promotions and
awards, development of sales brochures and sales aids;
2
<Page>
g. Investment services, including research, selection, processing and
administration of investment programs relating to other than
tax-exempt bonds, preferred stocks and common stocks.
The principal allocation basis used for compensation will be time
estimates. The bases used for other expenses will include direct charge,
job time, work content weights, weighted volume and proportionate
distribution of related expenses. Allocation factors will be reviewed at
regular intervals and adjusted where necessary.
5. a. New York and Allstate Life agree that, as to members of the Board of
Directors of New York who are also officers or employees of Allstate
Life and who do not receive fees from New York for services performed
in their capacities as members of the Board of Directors or the
Committees appointed by the Board of Directors of New York, New York
shall reimburse Allstate Life for the costs of such travel and other
expenses for attendance at meetings of its Board of Directors or
Committees thereof.
b. Notwithstanding any provision in this paragraph, the parties expressly
agree that New York's operations will be directed by its own
management and that all final decisions concerning the acceptance or
rejection of risks and the payment or nonpayment of claims shall be
made by New York.
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<Page>
6. Following each month-end, inter-company expense listings will be prepared
by Allstate Life, showing the apportionment of services rendered and the
direct expenses incurred on behalf of New York. The preparation of such
shall be based on generally accepted accounting principles, records and
allocation methods adopted and used by Allstate Life and New York.
7. Billings for inter-company expenses shall be presented after the month for
which such account is rendered. Settlements are due and payable within
thirty days after receipt. The billings presented shall be deemed to be
correct unless, prior to the date of payment, New York gives written notice
of any alleged inaccuracies therein.
8. The accounting for each monthly period may reflect any necessary adjustment
to correct any over or under charges in the prior monthly billings as
described in Paragraph 4. No less often than annually, New York shall
conduct a review of the performance obligation undertaken on its behalf by
Allstate Life.
9. For the purposes of this agreement, each party shall be deemed to be an
independent contractor, and its personnel shall not be deemed to be
employees of the other. Records supporting inter-company expense charges
and maintained by one party on behalf of the other shall be considered the
latter's records and shall be available to that party upon request. All
original documents, records and policy files relating to the operations of
New York are the property of that company and will be maintained at its
home office.
4
<Page>
10. Any dispute arising between New York and Allstate Life relating to the
subject matter of this agreement which cannot be amicably resolved by the
parties will be referred to an Arbitration Panel composed of three members.
One of the arbitrators shall be chosen by New York, one by Allstate Life
and the third by agreement of the two arbitrators selected by the parties.
New York and Allstate Life agree to accept the decision of the panel of
arbitrators as final binding.
11. a. This agreement shall remain in effect until terminated. It may be
terminated by either party as of the first day of any calendar month
by giving the other party at least 30-days prior written notice, and
in the event it is terminated, it is agreed that the Superintendent of
Insurance of the State of New York shall be so informed in writing.
b. Notwithstanding the foregoing, if Allstate Life should be the
terminating party, New York shall have the option to continue to
receive the same systems services as it was receiving immediately
prior to the date of termination for a continuing period not to exceed
six calendar months from the date of termination. Allstate Life shall
provide such continued systems services on the same terms and
conditions as set forth in this agreement as of the date of
termination. This option shall be effective only in the event that New
York gives Allstate Life written notice of its intent to exercise the
option prior to the date of termination of this agreement.
5
<Page>
12. a. Within 90 days of termination, each party will submit to the other a
final accounting for the current calendar year reflecting any
adjustments to charges made for such calendar year and correcting any
over or under charges. The parties agree to pay any amount due
pursuant to such final accounting not later than 30 days after that
accounting is submitted.
b. If the option referred to in Paragraph 11b above is exercised by New
York, then notwithstanding the termination of the other services
provided by Allstate Life under this agreement, Allstate Life will
continue to bill New York for the systems services furnished pursuant
to Paragraph 11b in accordance with the terms of Paragraphs 6 and 7 of
this agreement, and New York agrees to pay such billings as stated
herein.
13. It is understood that the parties have certain obligations under a
Commitment Letter to the New York Insurance Department dated December 15,
1983, and it is agreed that no services will be provided under this
Agreement in violation of the aforementioned Commitment Letter.
6
<Page>
IN WITNESS WHEREOF the parties have caused this agreement to be executed by
their duly authorized officers on the date first above written.
ALLSTATE LIFE INSURANCE COMPANY
Date Executed: 2/27/90 By: /s/ Joseph A. Haas
--------------------------------
JOSEPH A. HAAS, Vice President
ALLSTATE LIFE INSURANCE COMPANY
OF NEW YORK
Date Executed: 2/27/90 By: /s/ James D. Clements
--------------------------------
JAMES D. CLEMENTS, Assistant Vice President
7
<Page>
Exhibit 10.4
BUSINESS OPERATIONS AND SERVICE AGREEMENT
This Business Operations and Service Agreement (herein referred to as
"Agreement") between Allstate Life Insurance Company (herein referred to as
"Allstate Life"), and Allstate Life Insurance Company of New York (herein
referred to as "New York"), shall be effective as of October 1, 1997.
WHEREAS, New York wishes to restructure its operations such that certain
operational and policyholder service efficiencies for New York customers can be
obtained by performing unitary operations at Allstate Life's facilities in
Illinois; and
WHEREAS, certain employees of New York will be located at an office in Illinois;
and
WHEREAS, Allstate Life wishes to make its facilities and systems available to
New York to accommodate New York's processing and service operations in
Illinois; and
WHEREAS, Allstate Life and New York agree that, from time to time, each parties'
personnel located in Illinois may render services to and on behalf of the other
party; and
WHEREAS, the parties believe that such an arrangement can provide operating
economics and improve services to the mutual benefit of both;
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. NEW YORK OPERATIONS AND PERSONNEL.
a. New York will locate its processing and service operations, including
underwriting, claims, customer service, and accounting, in Allstate
Life's facilities in Illinois.
b. Allstate Life agrees that it will make its systems and facilities in
Illinois available to New York sufficient to accommodate New York's
operations and personnel, so as to ensure that staffing is maintained
by New York to provide quality service, as established by the
performance standards in Section 4 of this Agreement, to New York
customers during normal business hours.
2. SERVICES. New York and Allstate Life agree that, certain services performed
by one party's personnel located in Illinois may be made available to the
other party from time to time, but upon the terms and conditions herein
stated. The processing and servicing operations of New York located in
Illinois shall continue to be principally conducted and utilized by New
York for its own behalf. However, subject to the terms set forth herein,
where workflow demands temporarily exceed the capacity of New York staff
and opportunities for overall efficiency so indicate, New York may utilize
the services of Allstate Life staff in connection with New York business.
Similarly, New York staff, when not fully utilized in connection with New
York business, may provide services to Allstate Life. However, such
services shall be
1
<Page>
exclusive of and shall not duplicate those currently furnished by Allstate
Life to New York pursuant to the terms of the Service Agreement between the
parties effective July 1, 1989.
The services to be provided hereunder shall include the following:
a. Policyholder Services - Policyholder services shall include activities
involving personal contact or communication with a policyholder or
beneficiary, including policy loan applications and payments,
surrender requests including computation and payment of benefits,
determination and payment of policy benefits, policy conversions,
beneficiary changes, policy changes, requests for general information,
dividend computations, premium payments, and policy lapses and
reinstatements. New York shall establish and maintain a post office
box or a lock box in its own name for premium receipts. Where a bank
lock box is not utilized, premium collection for New York shall be
handled solely by New York staff. New York shall also establish and
maintain a dedicated toll-free telephone number for New York
residents, which shall be answered in New York's name. All written
correspondence to New York policyholders shall be on New York's
letterhead.
b. Accounting and Financial Services - Accounting and financial services
shall include the initiation and preparation of vouchers and
accounting records and/or transactions relating to the financial
condition of either party, verification that original financial data
and accounting transactions have been accurately prepared and
reflected in the party's books of account and bank reconciliations,
and the proper allocation of expenses as between the parties.
c. Underwriting Services - Underwriting services will be performed in
accordance with written underwriting standards furnished by the party,
and will include review of policy applications, assignment of policy
numbers, MIB review, medical review and policy issue.
d. Claims Services - Claims services will be performed in accordance with
written claims procedures furnished by the party, and will include
claims processing and settlement, including verification that the
policy was in force, and review and investigation of claims.
3. SEPARATE OPERATING IDENTITY. In all cases, the services shall be performed
in the name of and on behalf of the party receiving them, and subject to
its direction and control. New York shall retain the authority to make
final decisions in connection with the services performed by Allstate Life
on its behalf. However, final approval with respect to claims on policies
issued by New York shall at all times be made by New York staff. Further,
the performance of services hereunder shall in no way impair the absolute
control of the business and operations of Allstate Life and New York by
their respective Boards of Directors. The parties shall act to preserve
their separate operating identities, consistent with the requirements of
Section 1507 of the New York Insurance law.
2
<Page>
4. PERFORMANCE STANDARDS.
a. In providing services hereunder, the parties will use reasonable
efforts to: (i) preserve the good will of customers and others having
business relations with the other party; (ii) maintain books, accounts
and records in accordance with statutory accounting principles
consistently applied; (iii) implement policies and procedures designed
to provide reasonable assurance of compliance in all material respects
with laws and regulations applicable to the conduct of the activities
contemplated hereby; and (iv) carry on its affairs in the ordinary
course of business and not make or institute any unusual method of
doing business, accounting or operation or enter into any transaction
other than in the ordinary course of business.
b. The parties will cooperate with each other in order that the duties
assumed under this Section 4 will be effectively, efficiently and
promptly discharged. Further, each party will, at all reasonable
times, make available to the other party properly authorized personnel
for the purpose of carrying out the services provided in this
Agreement.
5. COMPENSATION.
a. Each party agrees to reimburse the other party for direct expenses
incurred on its behalf by the other party. Such direct expenses shall
include, but not be limited to, the costs of goods and services
purchased from outside vendors, and travel expenses. Allstate Life and
New York agree that expenses incurred by one party on behalf of the
other party, and expenses and the cost of services provided to one
party by the other party, will be apportioned on an equitable basis in
conformity with generally accepted accounting principles. Further, the
parties will operate at arm's length, and apportionment and
classification of expenses incurred or for services rendered shall be
in accordance with Section 1505 of the New York Insurance Law and New
York Insurance Department Regulation 33.
b. New York and Allstate Life will maintain records sufficient to
disclose clearly and accurately the nature and details of all
transactions between the parties, including such accounting
information as is necessary to support the apportioned expenses
charged to the respective parties. As respects services performed on
behalf of New York, records shall conform to the requirements of New
York Insurance Department Regulation 152.
c. All records maintained by one party in connection with this Agreement
shall be subject to examination at all times by the other party or
persons authorized by it, or by any state insurance department with
jurisdiction over such other party.
6. ALLOCATION OF EXPENSES.
a. The principal allocation basis used for compensation will be time
estimates. The basis used for other expenses will include direct
charges, job time, work content weights,
3
<Page>
weighted volume and proportionate distribution of related expenses.
Allocation factors will be reviewed by the parties at regular
intervals, but not less than annually, and adjusted by mutual
agreement of the parties where necessary or appropriate to reflect
fairly the actual incidences of costs incurred by the party providing
services. Cost analyses will be made at least annually to determine,
as closely as possible, the actual cost of services rendered and
facilities made available hereunder. The information developed by
these analyses shall be used to develop bases for future allocations
which more currently reflect the actual incidence of cost incurred by
the party providing services.
b. Following each month-end, inter-company expense listings will be
prepared by each party, showing the apportionment of services rendered
and the direct expenses incurred on behalf of the other party. The
preparation of such shall be based on generally accepted accounting
principles, records and allocation methods adopted and used by
Allstate Life and New York.
c. Billings for inter-company expenses shall be presented after the month
for which such account is rendered. Settlements are due and payable
within thirty days after receipt. The billings presented shall be
deemed to be correct unless, prior to the date of payment, one party
gives written notice of any alleged inaccuracies therein to the other
party.
d. The accounting for each monthly period may reflect any necessary
adjustment to correct any over or under charges in the prior monthly
billings. No less often than annually, each party shall conduct a
review of the performance obligations undertaken on its behalf by the
other party.
e. If the parties cannot reconcile any billing dispute, they shall agree
to the selection of a firm of independent certified public
accountants, which shall determine the charges properly allocable and
shall, within a reasonable time, submit such determination, together
with the basis therefor, in writing to the parties, whereupon such
determination shall be binding. The expenses of such a determination
shall be borne jointly by the parties.
7. CONFIDENTIALITY. Allstate Life and New York agree that they will have
access to confidential and proprietary information concerning policyholders
and the manner in which the parties conduct their business, which
information is not readily available to the public, and acknowledge that
New York and Allstate Life have taken reasonable action to ensure such
information is not disclosed to the public. The parties further agree that
they will not at any time (during the term hereof or thereafter) disclose
to any person, corporation, partnership or other entity whatsoever (except
New York or Allstate Life), or to any officer, director, stockholder,
partner, associate, employee, joint venturer, consultant, agent or
representative of any corporation or other entity, directly or indirectly,
or make any use of any confidential information or trade secrets relating
to the policyholders or business affairs of New York or Allstate Life, so
long as such information remains confidential.
4
<Page>
8. RELATIONSHIP. For the purposes of this Agreement, each party shall be
deemed to be an independent contractor, and its personnel shall not be
deemed to be employees of the other. Records supporting inter-company
expense charges and maintained by one party on behalf of the other shall
be considered the latter's records and shall be available to that party
upon request. All original documents, records and policy files relating
to the operations of a party are the property of that party.
9. ARBITRATION. Any dispute arising between New York and Allstate Life
relating to the subject matter of this Agreement which cannot be amicably
resolved by the parties will be referred to an Arbitration Panel composed
of three members. One of the arbitrators shall be chosen by New York, one
by Allstate Life and the third by agreement of the two arbitrators selected
by the parties. New York and Allstate Life agree to accept the decision of
the panel of arbitrators as final and binding.
10. DURATION OF AGREEMENT AND TERMINATION.
a. This Agreement shall remain in effect until terminated. It may be
terminated by either party as of the first day of any calendar month
by giving the other party at least 30-days prior written notice, and
in the event it is terminated, it is agreed that the Superintendent of
Insurance of the State of New York and the Director of Insurance of
the State of Illinois shall be so informed in writing.
b. Within 90 days of termination, each party will submit to the other a
final accounting for the current calendar year reflecting any
adjustments to charges made for such calendar year and correcting any
over or under charges. The parties agree to pay any amount due
pursuant to such final accounting not later than 30 days after that
accounting is submitted.
c. Upon termination, Allstate Life shall promptly deliver to New York
books and records that are the property of New York.
11. WAIVER. The waiver by either party of a breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver
of any subsequent breach.
12. INDEMNIFICATION.
a. New York shall indemnify, defend and hold harmless Allstate Life, its
affiliates, directors, officers, employees and agents from and against
any and all claims, actions, proceedings, damages or expenses,
including reasonable attorneys' fees, relating thereto or otherwise
arising out of any act or omission of New York, its directors,
officers, agents or employees, arising out of its performance under
this Agreement. New York shall further indemnify and hold Allstate
Life harmless from and against any and all loss, claims, actions,
damages, including any punitive damages, or expenses, including
reasonable attorneys' fees, relating thereto or otherwise arising in
any way as a result of
5
<Page>
New York's breach of this Agreement, except to the extent that said
loss, claims, actions, damages, including any punitive damages, or
expenses resulted from or is attributable to the negligence, bad faith
or willful misconduct of Allstate Life, its affiliates, directors,
officers, employees and agents.
b. Allstate Life shall indemnify, defend and hold harmless New York, its
affiliates, directors, officers, employees and agents from and against
any and all claims, actions, proceedings, damages or expenses,
including reasonable attorneys' fees, relating thereto or otherwise
arising out of any act or omission of Allstate Life its directors,
officers, agents or employees arising out of its performance under
this Agreement. Allstate Life shall further indemnify and hold New
York harmless from and against any and all loss, claims, actions,
damages, including any punitive damages, or expenses, including
reasonable attorney's fees, relating thereto to otherwise arising in
any way as a result of Allstate Life's breach of this Agreement,
except to the extent that said loss, claims, actions, damages,
including any punitive damages, or expenses resulted from or is
attributable to the negligence, bad faith or willful misconduct of
Allstate Life, its affiliates, directors, officers, employees and
agents.
13. ERRORS AND OVERSIGHTS. Each party to this Agreement will act reasonably in
all matters within the terms of this Agreement. Clerical errors and
oversights occasioned in good faith in carrying out this Agreement will not
prejudice either party, and will be rectified promptly on an equitable
basis.
14. NOTICES. All formal notices, requests, demands, and other communications
between the parties shall be directed to the parties at their respective
addresses as follows:
if to Allstate Life: Allstate Life Insurance Company
3100 Sanders Road
Northbrook, IL 60062
Attn: Vice President, Secretary, & General Counsel
if to New York: Allstate Life Insurance Company of New York
One Allstate Drive
Farmingville, NY 11738
Attn: Assistant Vice President & Chief Admin. Officer
15. RIGHT TO CONTRACT WITH THIRD PARTIES. Nothing herein shall be deemed to
grant one party the exclusive right to provide services to the other, and
each party retains the right to contract with any third party, whether
affiliated or unaffiliated for the performance of services as described in
this Agreement.
16. ENTIRE CONTRACT. This Agreement embodies the entire contract between the
parties. No modification, variation, or change will be binding on either
party unless reduced to writing and signed by officers of the parties. Such
modification, variation or change shall also be subject to the receipt of
any required regulatory approvals.
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<Page>
17. GOVERNING LAW. This Agreement shall be construed and interpreted according
to the laws of the State of New York.
18. MISCELLANEOUS.
a. If any provision of this Agreement should be determined to be invalid
or otherwise unenforceable under law, the remainder of this Agreement
shall not be affected thereby.
b. Article headings in this Agreement are for reference purposes only and
shall not be used to interpret this Agreement.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their duly authorized officers on the date first above written.
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Michael J. Velotta
-------------------------------------------
Title: Vice President, Secretary & General Counsel
-------------------------------------------
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
By: /s/ Louis G. Lower II
-------------------------------------------
Title: Chairman of the Board & President
-------------------------------------------
7
<Page>
Exhibit 10.5
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement") is made on this 1st
day of May, 2000, by and between Allstate Distributors, L.L.C. ("Distributors")
and Allstate Life Insurance Company of New York, ("ALICNY").
RECITALS
WHEREAS, ALICNY is duly licensed as required by applicable law to issue, in
certain states and other jurisdictions, the variable insurance contracts, life
insurance and annuity contracts identified on Schedule A attached hereto and
incorporated herein by reference (each a "Contract," collectively, the
"Contracts"), which schedule the Parties may amend from time to time by mutual
written agreement ("Schedule A"); and
WHEREAS, ALICNY and Distributors have entered or will enter into an
agreement pursuant to which Distributors will serve as the principal
underwriter, for the sale of the Contracts; and
WHEREAS, ALICNY and Distributors desire to allocate between themselves
certain functions relating to the marketing and administration of the Contracts.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and of the mutual expectations of benefit occurring from the
activities herein contemplated, the Parties hereto agree as follows:
SECTION 1. ADMINISTRATIVE SERVICES
1.1 DUTIES
(a) ALICNY will provide to Distributors administrative, legal and
financial management services as described in Schedule B, attached hereto and
incorporated herein by reference. ALICNY will also provide to Distributors
technical support and sales tools, analysis of various products in the market,
sales ideas, and other sales support technical experts and personnel located at
ALICNY's offices located in Northbrook, Illinois. All ALICNY sales support
activities shall be performed under the same service standards as similar
services are provided for other variable products marketed by ALICNY and its
subsidiaries. ALICNY shall use its best efforts to meet such standards.
(b) ALICNY agrees to assume on behalf of Distributors responsibility for
the processing and payment of sales commissions in connection with the marketing
of variable insurance contracts. Such commissions will be processed and paid, in
compliance with Section 4228 of the New York Insurance Laws, as directed by, and
on behalf of, Distributors. In this regard, ALICNY will not exercise any
discretion over the amount of the commissions, and such commissions paid by
ALICNY will be a purely clerical and ministerial function and will be
<Page>
properly reflected on the books and records maintained by ALICNY on behalf of
Distributors. Service standards are described in Schedule B.
(c) ALICNY will send on behalf of Distributors confirmations of
transactions in connection with the marketing of variable insurance contracts to
contract owners in accordance with the provisions of Rule 10b-10 under the
Securities Exchange Act of 1934 (the "Exchange Act"), and such confirmations
will indicate that they were sent on behalf of Distributors. Service standards
are described in Schedule B.
(d) ALICNY will maintain and preserve books and records on behalf of and
as agent for Distributors in connection with the offer and sale of variable
insurance contracts, and all books and records relating to confirmation of
transactions in compliance with Rules 17a-3 and 17a-4 under the Exchange Act.
ALICNY agrees that all such books and records will remain the property of
Distributors and will be subject to inspection by the Securities Exchange
Commission and the National Association of Securities Dealers, Inc. ("NASD") in
accordance with Sections 17 and 15A of the Exchange Act.
(e) Records supporting inter-company costs and expense charges and
maintained by ALICNY on behalf of Distributors shall be considered Distributors'
records and shall be available to Distributors upon request. All original
documents and records relating to the operations of Distributors are the
property of Distributors.
(f) Each party shall own, have custody of and keep its own general
corporate records. Upon request, each party shall receive from the other party
any of its records which are currently in the other party's possession.
(g) The parties agree to keep all records required by federal and state
securities laws and state insurance laws, to maintain the books, accounts and
records so as to clearly and accurately disclose the precise nature and details
of the transactions and to assist one another in the timely preparation of
records.
1.2 PARTIES ARE INDEPENDENT CONTRACTORS
Each party shall be deemed an independent contractor and its personnel shall not
be deemed to be the employees of the other solely by reason of this Agreement.
ALICNY employees performing duties hereunder at all times during the term of
this Agreement shall be in the employment, under the respective supervision and
responsibility of ALICNY.
SECTION 2. LEGAL COMPLIANCE
2.1 GENERAL
Each Party agrees to perform under this Agreement in a manner consistent
with all applicable laws and regulations. Each Party represents and warrants to
the other that it is a corporation duly organized, validly existing, and in good
standing under the laws of the state of
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Delaware (in the case of Distributors) and New York (in the case of ALICNY) and
that it has full corporate power, authority, and legal right to execute,
deliver, and perform its duties hereunder.
2.2 NOTICE OF CERTAIN PROCEEDINGS AND OTHER CIRCUMSTANCES
(a) Each Party agrees to notify the other of the issuance by any court or
regulatory body of any order having a material effect on its ability to perform
its obligations hereunder. Each Party also agrees to notify the other within
three (3) business days of receipt of any oral or written consumer or regulatory
agency complaint relating to the business of this Agreement, and to coordinate
and fully cooperate in responding to such complaints. Distributors and ALICNY
shall develop procedures to coordinate, investigate and respond to such
complaints.
(b) Each Party agrees to cooperate fully with the other in any regulatory
examination, investigation, or proceeding or any judicial proceeding
(collectively, "proceeding") involving ALICNY, Distributors, and their
respective affiliates, agents and representatives to the extent that such
proceeding relates to the business of this Agreement. Distributors and ALICNY
shall furnish applicable federal and state regulatory authorities with any
information or reports in connection with their respective obligations under
this Agreement as such authorities may lawfully request. The Parties shall, at
least ten (10) business days prior to provision of such information, notify the
other to enable that Party, if it so desires, to interpose any legal objections
to provision of the reports or information.
SECTION 3. COMPENSATION
3.1 COMPENSATION
Distributors agree to pay ALICNY 10 basis points of net sales of Contracts
for the services performed pursuant to this Agreement. Distributors and ALICNY
agree that expenses incurred by one party on behalf of the other, and expenses
and cost of services provided to one party by the other party, will be
apportioned on a fair and equitable basis in conformity with generally accepted
accounting principles. Further the parties will operate at arm's length, and
apportionment and classification of expenses incurred or for services rendered
shall be in accordance with Section 1505 of the New York Insurance Law and New
York Insurance Department Regulation 33.
ALICNY shall present a statement to Distributors after the end of each
calendar quarter showing the apportionment of services rendered. Settlements are
due and payable within thirty days.
SECTION 4. TERM AND TERMINATION
4.1 TERM
This Agreement shall be effective as of the date first written above and
shall remain in full force and effect thereafter, until terminated in accordance
with Sections 4.2 or 4.3, below.
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4.2 EVENTS OF TERMINATION
This Agreement shall terminate at either Party's option, without penalty:
(a) without cause, on not less than 180 days' prior written notice to
the other Party;
(b) upon the mutual written consent of the Parties;
(c) upon written notice of one Party to the other in the event of
bankruptcy or insolvency of the Party to which notice is given;
(d) upon the suspension or revocation of any material license or
permit held by a Party by the appropriate governmental agency or
authority; however, such termination shall extend only to the
jurisdiction(s) where the Party is prohibited from doing
business; or
(e) upon the finding by any regulatory body in a formal proceeding of
material wrongdoing by a Party regarding its duties under this
Agreement.
4.3 EVENT OF DEFAULT
If either Party breaches this Agreement or is in default in the performance
of any of its duties and obligations hereunder (the "defaulting Party"), the
non-defaulting Party may give written notice thereof to the defaulting Party,
and if such breach or default is not remedied within 60 days after such written
notice is given, then the non-defaulting Party may terminate this Agreement by
giving 30 days' prior written notice of such termination to the defaulting
Party.
4.4 PARTIES TO COOPERATE RESPECTING TERMINATION
The Parties agree to cooperate and give reasonable assistance to one
another in effecting an orderly transition following termination.
SECTION 5. CONFIDENTIALITY
Subject to the requirements of legal process and regulatory authority,
each Party shall treat as confidential (a) the identity of existing or
prospective Contract owners, (b) any financial or other information provided
by existing or prospective Contract owners or persons acting on their behalf,
and (c) any other information reasonably identified as confidential in
writing by the other Party hereto (collectively "confidential information").
Except as permitted by this Agreement, no Party shall disclose, disseminate
or utilize any confidential information without the express written consent
of the affected Party until such time as such information may come into the
public domain, except as permitted by this Agreement or as otherwise
necessary to
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service the Contracts and/or respond to appropriate regulatory authorities. Each
Party shall take all reasonable precautions to prevent the unauthorized
disclosure of any confidential information. Nothing in this Section 5 shall
prevent Distributors from using the confidential information pertaining to
existing or prospective Contract owners for marketing purposes, provided such
usage is consistent with all applicable state or federal laws regarding privacy.
In no event shall confidential information pertaining to existing or prospective
Contract owners be furnished by ALICNY to any other company or person (except as
required by law or regulation) or be used to solicit sales of any kind,
including but not limited to any other products, securities or services for a
period of two years following termination of this Agreement. Without limiting
the foregoing, no Party shall disclose any information that another Party
reasonably considers to be proprietary. For purposes of this Agreement,
proprietary information includes, but is not limited to, computer system and
client information. The intent of this Section 5 is that no Party or any
affiliate thereof shall utilize, or permit to be utilized, its knowledge of the
other Party that is derived as a result of the relationship created by this
Agreement and any related agreements, except to the extent necessary by the
terms of this Agreement or the related agreements.
SECTION 6. BONDING AND INSURANCE
Each Party shall maintain sufficient fidelity bond coverage (including
coverage for larceny and embezzlement) and errors and omissions insurance
coverage as may be required by applicable law or as such Party deems necessary
in light of its obligations under this Agreement.
SECTION 7. NOTICES
Any notice required or permitted to be sent under this Agreement shall be
given to the following persons at the following addresses and facsimile numbers,
or such other persons, addresses or facsimile numbers as the Party receiving
such notices or communications may subsequently direct in writing:
Allstate Life Insurance Company of New York
One Allstate Drive
Farmingville, NY 11738
Attention: Joanne M. Derrig
Facsimile: 847.402.3781
Allstate Distributors, L.L.C.
3100 Sanders Road
Northbrook, IL 60062
Attention: Brent Hamann
Facsimile: 847.326.7144
SECTION 8. MISCELLANEOUS
8.1 AMENDMENT
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This Agreement may be amended at any time by a writing executed by the
Parties, subject to approval by the Superintendent of Insurance of the State of
New York.
8.2 NON-ASSIGNMENT
This Agreement shall not be assigned by either Party without the prior
written consent of the other Party, provided, however, that ALICNY or
Distributors may subcontract its responsibilities relating to the administration
of the Contracts pursuant to Section 1.1 hereof, provided that any such
subcontracting does not relieve ALICNY or Distributors of any responsibility
with regard to its obligations under this Agreement.
8.3 GOVERNING LAW
This Agreement shall be interpreted in accordance with any governed by the
laws of the State of New York
8.4 SURVIVAL OF PROVISIONS
Sections 1.1(d) and (e), 2.2, 3, 5, 8.3, 8.4 and 8.7 shall survive
termination of this Agreement.
8.5 SEVERABILITY
Should any provision of this Agreement be held or made invalid by a court
decision, statute, rule, or otherwise, the remainder of this Agreement shall not
be affected thereby.
8.6 WAIVER
Any failure or delay by either Party to enforce at any time any of the
provisions of this Agreement, or to exercise any right or option which is herein
provided, or to require at any time the performance of any of the provisions
hereof, shall in no way be construed to be a waiver of such provision of this
Agreement.
8.7 RIGHT TO AUDIT
Each Party, its employees or authorized representatives ("Examining Party")
may audit, inspect and examine at reasonable times, during regular business
hours and with at least twenty-four (24) hours' prior notice, all books and
records of the other Party and its agents with respect to matters pertaining to
this Agreement. The Examining Party agrees to limit its review of the books and
records to the extent necessary and as often as necessary to fulfill all
contractual obligations to the holders of Contracts, to comply with all legal
and regulatory requirements, to
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meet the requirements of the other Party's auditors, and to ensure compliance
with this Agreement.
8.8 FORCE MAJEURE
Neither Party shall be liable for damages due to delay or failure to
perform any obligation under this Agreement where such delay or failure results
directly or indirectly from circumstances beyond the control and without the
fault or negligence of such Party.
8.9 ENTIRE AGREEMENT
This Agreement shall be the sole agreement between ALICNY and Distributors
regarding the administration of the Contracts, and it supersedes all prior and
contemporaneous agreements between the Parties governing the administration of
the Contracts. This Agreement may not be amended, supplemented, or modified,
except as expressly permitted herein, without the written agreement of the
Parties.
===============
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
day and year first written above.
Allstate Distributors, L.L.C. Allstate Life Insurance Company of New York
BY: /s/ Barry S. Paul BY: /s/ James P. Zils
---------------------------- ---------------------------------------
7
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SCHEDULE A
CONTRACTS
The administrative duties of the parties, shall apply only to with respect
to the following Contracts:
PUTNAM ALLSTATE ADVISOR
FORM NO.(s): NYLU447
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SCHEDULE B
Services provided by Allstate Life Insurance Company of New York to Allstate
Distributors, L.L.C.
Accounting B-1
Treasury B-2
Technical Shared Services-Systems Support B-3
Internal Audit B-4
Human Resources B-5
Legal/Compliance Services B-6
Commission Processing B-7
Confirmation Processing B-8
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SCHEDULE B-1
Accounting
SPECIFIC TASKS
Provide services to Distributor relating to auditing, tax preparation, bank
account management and fees, and strategic plans.
PERFORMANCE STANDARDS
- All functions will be performed in accordance with GAAP reporting
rules
- All functions will be completed on or before due dates
- Information reported will be reliable so the customer does not have to
independently validate
- Customers will be surveyed regularly for feedback and improvement
opportunities
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SCHEDULE B-2
Treasury
SPECIFIC TASKS
Provide services to Distributors related to cash management
PERFORMANCE STANDARDS
- all analysis will be completed on or before due dates
- customers will be surveyed regularly for feedback and improvement
opportunities
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SCHEDULE B-3
Technical Shared Services - Systems Support
SPECIFIC TASKS
Build and maintain any systems that are necessary to process Distributor
business. Support and maintain existing systems relating to Distributor
business.
PERFORMANCE STANDARDS
- Daily computer runs 5 days a week
- System balancing on a daily basis
- On-line visual Network support 24 hours a day with 99% availability
- Scheduled billing for all appropriate activities
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SCHEDULE B-4
Internal Audit
SPECIFIC TASKS
Provide services to Distributor relating to the audit of the general ledger
and accounts payable system in addition to other control systems and
processes.
PERFORMANCE STANDARDS
- In accordance with industry standards.
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SCHEDULE B-5
Human Resources
SPECIFIC TASKS
Perform payroll processing and benefits development and administration for
employees of Distributor business.
PERFORMANCE STANDARDS
- In accordance with industry standards
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SCHEDULE B-6
Legal/Compliance Services
SPECIFIC TASKS
The Law and Regulation Department and Compliance Department will provide
legal advice, assist in completion of business transactions, implement
compliance programs, assist with dispute resolution, and provide public
advocacy for Distributor.
PERFORMANCE STANDARDS
- All legal and compliance services will be performed in a manner that
is in compliance with all applicable laws, regulations, and Codes of
Professional Responsibility
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SCHEDULE B-7
Commission Processing
SPECIFIC TASKS
Determine process and pay commissions.
Generate management and sales reports reflecting production and commission
payments.
PERFORMANCE STANDARDS
- Payable dates: Weekly
- Processing: 100% processed and mailed by payable date
- Management reports will be generated on a monthly basis or as
determined by the Distributor
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SCHEDULE B-8
Confirmation Processing
SPECIFIC TASKS
Process and mail confirmations to contractholders, with duplicates to the
broker/dealer and/or registered rep upon request.
PERFORMANCE STANDARDS
- 100% mailed or sent for presorting within 2 business days of
transaction posting
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Exhibit 10.6
R E I N S U R A N C E A G R E E M E N T
between the
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
called the "Ceding Company", and
ALLSTATE LIFE INSURANCE COMPANY
called the "Accepting Company".
Article I.
BASIS OF REINSURANCE
1. The Ceding Company's excess of Life, Waiver of Premium and Accidental
Death Benefit insurance issued on policies subject to reinsurance, as shown on
Schedule C, shall be reinsured with the Accepting Company. At the option of the
Ceding Company, applications for reinsurance may be on a facultative basis or
reinsurance may be ceded to the Accepting Company automatically as hereinafter
provided.
2. The liability of the Accepting Company shall begin simultaneously with
that of the Ceding Company and in no event shall the reinsurance of the
Accepting Company be in force and binding unless the policy issued by the Ceding
Company to the insured is in force.
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AUTOMATIC REINSURANCE
3. When the Ceding Company retains its maximum limit of retention on a
standard or substandard risk, as shown on Schedule A attached hereto, it shall
cede and the Accepting Company shall accept automatically reinsurance of Life,
Waiver of Premium and Accidental Death Benefit insurance within the limits shown
on Schedule A.
4. If the Ceding Company has for its own account its maximum limit of
retention on a standard or substandard risk under previously issued policies
and, therefore, is not retaining any portion of the insurance applied for in
connection with the current application, Life, Waiver of Premium and Accidental
Death Benefit reinsurance may be ceded automatically to the Accepting Company
for amounts within the limits shown on Schedule A.
5. Reinsurance shall not be ceded automatically to the Accepting Company
on any life if the sum of the amount of insurance already in force on the life
and the amount applied for currently, in the Ceding Company and all other
companies, is known to be in excess of the amounts shown on Schedule A.
FACULTATIVE REINSURANCE
6. Applications for reinsurance of amounts in excess of those provided on
Schedule A may be submitted for reinsurance upon a facultative
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basis. To submit a risk for reinsurance upon a facultative basis, the Ceding
Company shall file an application for such reinsurance together with such
underwriting data as may be required by the Accepting Company.
Article II.
PLAN OF REINSURANCE
Life reinsurance shall be upon the yearly renewable term plan for the
amount reinsured on a policy issued by the Ceding Company.
Article III.
REINSURANCE PREMIUMS
1. Life reinsurance under this Agreement shall be on a non-refund basis.
The consideration to be paid to the Accepting Company for Life reinsurance shall
be at the rates shown on Schedule B attached hereto. The rates on Schedule B are
guaranteed except where such rates are less than 1958 CSO one-year term net
premiums at 3%, in which case such CSO net premiums are guaranteed.
2. The consideration to be paid the Accepting Company for reinsurance of
Waiver of Premium and Accidental Death benefits shall be as shown on Schedule B.
While premiums are being waived, the Ceding Company will not be required to pay
Premium Waiver reinsurance premiums but will be required
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to continue paying premiums for the life reinsurance and accidental death
reinsurance in force on the insured.
Article IV.
PREMIUM ACCOUNTING
1. Within 15 (fifteen) days after the end of each calendar quarter, the
Ceding Company shall send the Accepting Company a list of all policies reinsured
under this agreement and in force at the end of such calendar quarter. The list
will indicate amounts of insurance in force and will be used by the Accepting
Company to compute the premium due for such calendar quarter. The Accepting
Company may, solely for convenience in computing the premium, assume that the
retention limits as shown on Schedule A are applicable on a per policy basis
rather than a per life basis.
2. Within 20 (Twenty) days after receipt of a billing statement, the
Ceding Company shall remit to the Accepting Company the premiums due for
reinsurance in force during such calendar quarter.
3. Except as provided in Article V. (Oversight), the payment of
reinsurance premiums shall be a condition to the liability of the Accepting
Company under reinsurance covered by this Agreement. In the event of nonpayment
of reinsurance premiums, the Accepting Company shall have the right
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to terminate the reinsurance for all policies having reinsurance premiums in
arrears. If the Accepting Company elects to exercise its right of termination,
it shall give the Ceding Company 30 (Thirty) days' notice of its intention to
terminate such reinsurance; and if all reinsurance premiums in arrears,
including any which may become in arrears during the 30-day period, are not paid
before the expiration of such period, the Accepting Company shall thereupon be
relieved of future liability with respect to all policies for which reinsurance
premiums remain unpaid. The reinsurance so terminated may be reinstated at any
time within 60 (Sixty) days of the date of termination upon payment of all
reinsurance premiums in arrears; but in the event of such reinstatement, the
Accepting Company shall have no liability in connection with any claims incurred
between the date of termination and the date of reinstatement of the
reinsurance. The Accepting Company's right to terminate reinsurance as herein
provided shall be without prejudice to its right to collect premiums for the
period reinsurance was in force prior to the expiration of the 30-day notice
period.
Article V.
OVERSIGHTS
The Accepting Company shall be bound as the Ceding Company is bound, and
it is expressly understood and agreed that if nonpayment of premiums within the
time specified, failure to reinsure or failure to comply with any terms of this
contract is shown to be unintentional and the result
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of misunderstanding or oversight on the part of either the Ceding Company or the
Accepting Company, both the Ceding Company and the Accepting Company shall be
restored to the positions they would have occupied had no such error or
oversight occurred.
Article VI.
EXPENSES
The Ceding Company shall bear the expense of all medical examinations,
inspection fees, and other charges incurred in connection with the original
policy.
Article VII.
REDUCTIONS
If any portion of the insurance carried by the Ceding Company on a life
reinsured hereunder shall be terminated, the amount of reinsurance carried by
the Ceding Company on that life shall be reduced by a like amount as of the date
and time of the termination of the original insurance; if the amount of
insurance terminated exceeds the total amount of reinsurance carried by the
Ceding Company on the life, all such reinsurance shall be terminated. In the
interpretation of this Article, (a) the maturity of an endowment policy or the
expiration of a term policy shall be considered as a termination of insurance;
and (b) in no case shall the Ceding Company be required to assume a risk for
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an amount in excess of its regular retention limit for the age at issue and
mortality rating of the policy under which reinsurance is being terminated.
Article VIII.
INCREASE IN RETENTION
The Ceding Company shall have the right to recapture any part of the
reinsurance in force at any time. However, recapture must apply uniformly by
increasing the maximum limits of retention as shown in Schedule A.
Article IX.
EXTENDED AND PAID UP INSURANCE
In case the original policy of the Ceding Company shall lapse and extended
or paid up insurance be granted in accordance with its provisions, the Ceding
Company shall retain its full retention, as shown on Schedule A, on the life
insured. Only amounts in excess of such retention shall be reinsured under this
agreement.
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Article X.
SETTLEMENT OF CLAIMS
1. The Accepting Company shall be liable to the Ceding Company for the
benefits covered by reinsurance hereunder to the same extent as the Ceding
Company is liable to the insured for such benefits, and all reinsurance shall be
subject to the terms and conditions of the particular form of policy under which
the Ceding Company shall be liable. It is understood and agreed, however, that
payment of a death claim by the Accepting Company shall be made in one lump sum
regardless of the mode of settlement under the policy of the Ceding Company.
2. Whenever a claim is made under a policy of the Ceding Company which
has been reinsured hereunder, it shall be taken and considered by the Accepting
Company to be a claim for the amount of reinsurance on such risk, and the
Accepting Company shall abide the issue as it shall be settled by the Ceding
Company and shall pay the amount of reinsurance covered by the policy of
reinsurance when the Ceding company shall settle with the claimant.
3. Any suit or claim may be contested or compromised by the Ceding
company; and in case of a reduction of the claim made upon the Ceding Company,
the Accepting Company and the Ceding Company shall participate in such reduction
in the ratio that each company's net liability bore to the total net liability
prior to the reduction of the claim. Any unusual expenses incurred by the Ceding
Company in defending or investigating any claims or taking up or rescinding any
policy reinsured hereunder, aside from
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routine investigations and other expenses incidental to the settlement of the
claims, shall be shared in the same proportion.
4. In every case of loss, copies of proofs obtained by the Ceding Company
shall likewise be taken as sufficient by the Accepting Company and copies
thereof, together with a statement showing the amount paid on such claim by the
Ceding Company, shall be furnished to the Accepting Company before payment shall
be demanded of it.
5. In the event of an increase or reduction in the amount of the Ceding
Company's insurance provided by any policy or policies reinsured hereunder
because of a misstatement of age being established after the death of the
insured, the Ceding Company and the Accepting Company shall share in such
increase or reduction in the ratio that each company's net liability bore to
the total net liability prior to the reduction under such policy or policies.
Article XI.
REINSTATEMENTS
If a reinsured policy lapses for nonpayment of premiums and is reinstated
in accordance with its terms and the rules of the Ceding Company, the
reinsurance under such policy shall be reinstated automatically by the Accepting
Company.
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Article XII.
POLICY CHANGES
If any change is made in the amount of insurance under a policy reinsured
hereunder, the Ceding Company shall notify the Accepting Company.
ARTICLE XIII.
INSPECTION OF RECORDS
The Ceding Company and the Accepting Company shall have the right, at any
reasonable time, to examine at the office of the other any books, documents,
reports or records which pertain in any way to the policies reinsured under this
Agreement.
Article XIV.
INSOLVENCY
1. In the event of the insolvency of the Ceding Company, reinsurance
hereunder is payable by the Accepting Company on the basis of the liability of
the Ceding Company under the contracts reinsured without diminution because of
the insolvency of the Ceding Company. It is further agreed, in the event of the
insolvency of the Ceding Company, that the liquidator, or receiver, or statutory
successor of the insolvent Ceding Company shall give written notice to the
Accepting Company of the pendency of a claim against the insolvent Ceding
Company coming to his notice, on any contract reinsured,
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within a reasonable time after such claim is filed in the insolvency
proceedings; that during the pendency of such claim the Accepting Company may
investigate such claim and interpose, at its own expense, in the proceeding
where such claim is to be adjudicated any defense or defenses which it may deem
available to the Ceding Company or its liquidator or statutory successor; that
the expense thus incurred by the Accepting Company shall be chargeable, subject
to court approval, against the insolvent Ceding Company as part of the expenses
of liquidation to the extent of a proportionate share of the benefit which may
accrue to the Ceding Company solely as a result of the defense undertaken by the
Accepting Company.
2. Where two or more reinsurers are involved in the same claim and a
majority in interest elect to interpose defense to such claim, the expense will
be apportioned in accordance with the terms of the Reinsurance Agreement as
though such expense had been incurred by the Ceding Company.
Article XV.
ARBITRATION
Any dispute arising with respect to this Agreement which is not settled by
mutual agreement of the parties shall be referred to arbitration. Within 20
(Twenty) days from receipt of notice from one party that an arbitrator has been
appointed, the other party shall also name an arbitrator. The two arbitrators
shall choose a third arbitrator and shall forthwith notify the contracting
parties of such choice. Each arbitrator shall be an officer of a life
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insurance company. The arbitrators shall consider this Agreement as an honorable
engagement rather than merely as a legal obligation, and shall be relieved of
all judicial formalities. The decision of the arbitrators shall be final and
binding upon the parties hereto. Each party shall bear the expenses of its own
arbitrator and shall jointly and equally bear the expenses of the third
arbitrator and of the arbitration. Any such arbitration shall take place at the
Home Office of the Ceding Company, unless some other location is mutually agreed
upon.
Article XVI.
PARTIES TO AGREEMENT
This is an Agreement solely between the Ceding Company and the Accepting
Company. The acceptance of reinsurance hereunder shall not create any right or
legal relation whatever between the Accepting Company and the insured or the
beneficiary under any policy of the Ceding Company which may be reinsured
hereunder.
Article XVII.
DURATION OF AGREEMENT
This Agreement shall be effective as of January 1, 1984 and shall be
unlimited as to its duration but may be terminated at any time insofar as it
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pertains to the handling of new business by either party giving one month's
notice of termination in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed in duplicate by their respective officers, this 21st day of May,
1984.
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
/s/ David E. McPherson
- -----------------------------------
Vice President
ALLSTATE LIFE INSURANCE COMPANY
/s/ Paul J. Overberg
- -----------------------------------
Senior Vice President
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SCHEDULE A
RETENTION LIMITS
LIFE REINSURANCE
<Table>
<Caption>
Max. Amt. Max. Amt.
Retained Ceded
by Ceding Auto-
Ages Classification Company matically
----- -------------- --------- ---------
0-65 Std. - Table D $ 50,000 $ 200,000
0-65 Tables E - H 50,000 200,000
0-65 Table J & Over 50,000 200,000
66-70 Std. - Table D 50,000 200,000
66-70 Tables E - H 50,000 200,000
66-70 Table J & Over 50,000 200,000
</Table>
Permanent flat extras will be equated with table ratings by assuming that each
full $2.50 of extra premium comprises one table. Temporary flat extras will be
ignored. For policies payable in installments, the commuted value of the
installments is to be taken in figuring the maximum retention of the Ceding
Company and the reinsurance of the Accepting Company.
WAIVER OF PREMIUM REINSURANCE
Maximum Amount Retained by Ceding Company: All amounts issued.
ACCIDENTAL DEATH BENEFIT
Maximum Amount Retained by Ceding Company: $50,000
Maximum Amount Ceded Automatically: $200,000
AUTOMATIC CESSION
Maximum amount of insurance in force and applied for in all companies.
<Table>
<Caption>
Life Insurance and
Ages Waiver of Premium Accidental Death
---- ------------------ ----------------
0-20 750,000 350,000
21-60 2,000,000 350,000
61-65 750,000 350,000
66-70 250,000 none
</Table>
<Page>
SCHEDULE B
LIFE INSURANCE; STANDARD
Yearly Renewable Term Reinsurance Premiums per $1000 face amount reinsured.
<Table>
<Caption>
AGE AT ISSUE-----------------------------POLICY YEAR--------------------------------- ATTAINED AGE
MALE FEMALE ONE TWO THREE FOUR FIVE SIX SEVEN EIGHT NINE TEN ELEVEN+ MALE FEMALE
0 0 6.46 1.72 1.41 1.36 1.29 1.21 1.14 1.08 1.04 1.01 0.99 10 10
1 1 1.72 1.41 1.36 1.29 1.21 1.14 1.08 1.04 1.01 0.99 1.03 11 11
2 2 1.41 1.36 1.29 1.21 1.14 1.08 1.04 1.01 0.99 1.03 1.09 12 12
3 3 1.36 1.29 1.21 1.14 1.08 1.04 1.01 0.99 1.03 1.09 1.17 13 13
4 4 1.29 1.21 1.14 1.08 1.04 1.01 0.99 1.03 1.09 1.17 1.27 14 14
5 5 1.21 1.14 1.08 1.04 1.01 0.99 1.03 1.09 1.17 1.27 1.39 15 15
6 6 1.14 1.08 1.04 1.01 0.99 1.03 1.09 1.17 1.27 1.39 1.47 16 16
7 7 1.08 1.04 1.01 0.99 1.03 1.09 1.17 1.27 1.39 1.47 1.55 17 17
8 8 1.04 1.01 0.99 1.03 1.09 1.17 1.27 1.39 1.47 1.55 1.65 18 18
9 9 1.01 0.99 1.03 1.09 1.17 1.27 1.39 1.47 1.55 1.62 1.77 19 19
10 10 0.99 1.03 1.09 1.17 1.27 1.39 1.47 1.55 1.61 1.69 1.87 20 20
11 11-17 1.03 1.09 1.17 1.27 1.39 1.47 1.55 1.60 1.68 1.78 1.99 21 21-27
12 18 1.09 1.17 1.27 1.39 1.47 1.55 1.60 1.67 1.76 1.84 2.10 22 28
13 19 1.17 1.27 1.39 1.47 1.55 1.60 1.66 1.74 1.82 1.90 2.20 23 29
14 20 1.27 1.39 1.47 1.55 1.60 1.65 1.72 1.80 1.87 1.95 2.30 24 30
15 21 1.39 1.47 1.55 1.60 1.63 1.70 1.77 1.84 1.92 1.99 2.34 25 31
16 22 1.47 1.55 1.60 1.65 1.69 1.74 1.81 1.88 1.95 1.99 2.31 26 32
17 23 1.55 1.60 1.65 1.68 1.72 1.77 1.83 1.90 1.95 1.95 2.30 27 33
18 24 1.61 1.64 1.67 1.70 1.74 1.79 1.85 1.90 1.91 1.91 2.31 28 34
19 25 1.64 1.65 1.67 1.70 1.74 1.79 1.84 1.86 1.86 1.87 2.33 29 35
20 26 1.64 1.63 1.65 1.69 1.72 1.76 1.80 1.81 1.82 1.85 2.34 30 36
21 27 1.60 1.58 1.59 1.65 1.67 1.70 1.75 1.78 1.81 1.85 2.34 31 37
22 28 1.54 1.52 1.54 1.59 1.62 1.66 1.72 1.77 1.81 1.87 2.34 32 38
23 29 1.45 1.45 1.48 1.54 1.59 1.64 1.72 1.78 1.85 1.91 2.38 33 39
24 30 1.37 1.40 1.45 1.53 1.59 1.65 1.73 1.79 1.89 1.98 2.44 34 40
25 31 1.31 1.36 1.46 1.57 1.62 1.68 1.74 1.83 1.94 2.05 2.54 35 41
26 32 1.28 1.36 1.47 1.59 1.67 1.70 1.78 1.80 2.01 2.15 2.65 36 42
27 33 1.26 1.38 1.57 1.64 1.70 1.73 1.83 1.96 2.12 2.27 2.82 37 43
28 34 1.26 1.41 1.57 1.70 1.75 1.79 1.91 2.07 2.26 2.44 3.00 38 44
29 35 1.27 1.46 1.66 1.76 1.84 1.89 2.02 2.21 2.43 2.66 3.22 39 45
<Caption>
AGE AT ISSUE--------------------------------POLICY YEAR----------------------------------- ATTAINED AGE
MALE FEMALE ONE TWO THREE FOUR FIVE SIX SEVEN EIGHT NINE TEN ELEVEN+ MALE FEMALE
30 36 1.29 1.52 1.74 1.87 1.94 2.00 2.16 2.38 2.63 2.88 3.48 40 46
31 37 1.31 1.57 1.82 1.97 2.05 2.13 2.32 2.57 2.86 3.15 3.79 41 47
32 38 1.36 1.65 1.90 2.09 2.20 2.28 2.50 2.78 3.11 3.43 4.11 42 48
33 39 1.41 1.73 2.00 2.21 2.35 2.45 2.70 3.01 3.36 3.74 4.45 43 49
34 40 1.46 1.82 2.13 2.34 2.51 2.66 2.92 3.25 3.64 4.06 4.85 44 50
35 41 1.52 1.92 2.27 2.48 2.71 2.86 3.18 3.52 3.95 4.42 5.26 45 51
36 42 1.57 2.03 2.39 2.65 2.91 3.11 3.46 3.84 4.28 4.80 5.71 46 52
37 43 1.62 2.14 2.56 2.83 3.12 3.36 3.78 4.18 4.67 5.23 6.19 47 53
38 44 1.68 2.27 2.75 3.06 3.33 3.67 4.13 4.59 5.11 5.73 6.75 48 54
39 45 1.75 2.39 2.96 3.30 3.59 3.97 4.51 5.02 5.60 6.24 7.38 49 55
40 46 1.84 2.58 3.20 3.57 3.85 4.32 4.93 5.48 6.12 6.82 8.06 50 56
41 47 1.96 2.78 3.41 3.80 4.06 4.69 5.37 5.99 6.67 7.39 8.79 51 57
42 48 2.11 2.98 3.63 4.04 4.37 5.07 5.86 6.52 7.23 8.00 9.55 52 58
43 49 2.27 3.16 3.81 4.35 4.71 5.45 6.33 7.05 7.77 8.57 10.32 53 59
44 50 2.47 3.29 4.08 4.70 5.09 5.86 6.85 7.59 8.33 9.18 11.15 54 60
45 51 2.71 3.50 4.37 5.06 5.48 6.32 7.41 8.19 8.94 9.84 12.09 55 61
46 52 2.87 3.73 4.70 5.44 5.93 6.83 8.02 8.84 9.63 10.57 13.14 56 62
47 53 3.01 3.98 5.04 5.88 6.40 7.41 8.71 9.57 10.37 11.41 14.30 57 63
48 54 3.16 4.28 5.43 6.33 6.93 8.14 9.53 10.45 11.33 12.40 15.63 58 64
49 55 3.31 4.62 5.87 6.83 7.50 8.91 10.40 11.38 12.35 13.62 17.08 59 65
50 56 3.47 4.97 6.32 7.35 8.11 9.72 11.32 12.35 13.42 14.84 18.60 60 66
51 57 3.65 5.32 6.81 7.91 8.73 10.63 12.27 13.36 14.53 16.10 20.23 61 67
52 58 3.63 5.67 7.30 8.48 9.34 11.29 13.19 14.33 15.59 17.33 21.98 62 68
53 59 4.02 5.46 7.70 9.00 9.89 11.89 14.02 15.17 16.45 18.30 23.80 63 69
54 60 4.23 6.26 8.29 9.58 10.50 12.49 14.89 16.04 17.37 19.51 25.80 64 70
55 61 4.46 6.60 8.86 10.25 11.19 13.17 15.80 16.99 18.40 20.77 28.00 65 71
56 62 4.75 6.98 9.40 11.02 12.00 13.96 16.77 18.04 19.39 22.19 30.45 66 72
57 63 5.07 7.44 10.20 11.98 13.03 14.93 17.82 19.27 21.03 23.93 33.16 67 73
58 64 5.44 7.99 11.02 13.21 14.34 16.19 18.98 20.76 22.90 36.10 36.16 68 74
59 65 5.88 8.63 11.93 14.55 15.81 19.60 20.27 22.40 24.97 28.51 39.34 69 75
</Table>
<Page>
SCHEDULE B
<Table>
<Caption>
AGE AT ISSUE---------------------------------------------POLICY YEAR------------------------ ATTAINED AGE
MALE FEMALE ONE TWO THREE FOUR FIVE SIX SEVEN EIGHT NINE TEN ELEVEN+ MALE FEMALE
60 66 6.37 9.33 12.91 15.97 17.40 19.18 21.72 24.19 27.21 31.19 41.37 70 76
61 67 6.96 10.14 13.98 17.45 19.12 20.89 23.33 26.12 29.62 34.07 44.64 71 77
62 68 7.75 11.18 15.24 18.98 20.96 22.74 26.12 27.99 31.90 36.91 48.24 72 78
63 69 8.71 12.43 16.67 20.50 22.90 24.70 27.12 29.86 34.10 39.74 52.14 73 79
64 70 9.69 13.70 18.07 22.00 24.87 26.82 29.36 31.99 36.60 42.99 56.36 74 80
65 71 10.65 14.92 19.42 23.40 26.82 29.01 31.83 34.47 39.54 46.74 61.57 75 81
66 72 11.52 16.03 20.66 24.70 28.70 31.31 34.55 37.41 43.07 51.16 67.18 76 82
67 73 11.82 16.44 21.16 25.40 30.51 33.70 37.57 40.88 47.28 56.36 73.40 77 83
68 74 11.90 16.57 21.39 25.89 32.17 36.17 40.87 45.01 52.35 62.48 80.23 78 84
69 75 11.99 16.72 21.60 26.38 33.66 38.70 44.51 49.85 58.38 69.68 87.86 79 85
70 76 12.07 16.86 21.84 26.87 34.94 41.28 48.48 55.54 65.54 78.11 96.47 80 86
71 77 12.16 17.00 22.06 27.36 35.96 43.92 52.81 62.17 73.97 87.92 106.20 81 87
72 78 12.24 17.14 22.28 27.87 36.68 46.59 57.53 69.84 83.84 99.29 116.55 82 88
127.83 83 89
139.11 84 90
150.63 85 91
162.29 86 92
174.03 87 93
185.79 88 94
199.34 89 95
213.10 90 96
229.63 91 97
248.37 92 98
266.74 93 99
286.26 94
307.88 95
343.00 96
406.37 97
465.81 98
559.78 99
</Table>
<Page>
SCHEDULE B
LIFE INSURANCE; SUBSTANDARD RISKS
Extra premiums for each table rating of 25% extra mortality
<Table>
<Caption>
AGE AT ISSUE-------------------------------POLICY YEAR-------------------------------------ATTAINED AGE
MALE FEMALE ONE TWO THREE FOUR FIVE SIX SEVEN EIGHT NINE TEN ELEVEN+ MALE FEMALE
0 0 0.35 0.35 0.32 0.31 0.29 0.27 0.26 0.24 0.23 0.23 0.22 10 10
1 1 0.35 0.32 0.31 0.29 0.27 0.26 0.24 0.23 0.23 0.22 0.23 11 11
2 2 0.32 0.31 0.29 0.27 0.26 0.24 0.23 0.23 0.22 0.23 0.25 12 12
3 3 0.31 0.29 0.27 0.26 0.24 0.23 0.23 0.22 0.23 0.25 0.26 13 13
4 4 0.29 0.27 0.26 0.24 0.23 0.23 0.22 0.23 0.25 0.26 0.29 14 14
5 5 0.27 0.26 0.24 0.23 0.23 0.22 0.23 0.25 0.26 0.29 0.31 15 15
6 6 0.26 0.24 0.23 0.23 0.22 0.23 0.25 0.26 0.29 0.31 0.33 16 16
7 7 0.24 0.23 0.23 0.22 0.23 0.25 0.26 0.29 0.31 0.33 0.35 17 17
8 8 0.23 0.23 0.22 0.23 0.25 0.26 0.29 0.31 0.33 0.35 0.35 18 18
9 9 0.23 0.22 0.23 0.25 0.26 0.29 0.31 0.33 0.35 0.35 0.35 19 19
10 10 0.22 0.23 0.25 0.26 0.29 0.31 0.33 0.35 0.35 0.35 0.35 20 20
11 11-17 0.23 0.25 0.26 0.29 0.31 0.33 0.35 0.35 0.35 0.35 0.35 21 21-27
12 18 0.25 0.26 0.29 0.31 0.33 0.35 0.35 0.35 0.35 0.35 0.35 22 28
13 19 0.26 0.29 0.31 0.33 0.35 0.35 0.35 0.35 0.35 0.35 0.35 23 29
14 20 0.29 0.31 0.33 0.35 0.35 0.35 0.35 0.35 0.35 0.35 0.35 24 30
15 21 0.31 0.33 0.35 0.35 0.35 0.35 0.35 0.35 0.35 0.35 0.35 25 31
16 22 0.33 0.35 0.35 0.35 0.35 0.35 0.35 0.35 0.35 0.35 0.36 26 32
17 23 0.35 0.35 0.35 0.35 0.35 0.35 0.35 0.35 0.35 0.36 0.37 27 33
18 24 0.35 0.35 0.35 0.35 0.39 0.35 0.35 0.35 0.36 0.37 0.38 28 34
19 25 0.35 0.35 0.35 0.35 0.35 0.35 0.35 0.36 0.37 0.38 0.38 29 35
20 26 0.35 0.35 0.35 0.35 0.35 0.35 0.36 0.37 0.38 0.38 0.39 30 36
21 27 0.35 0.35 0.35 0.35 0.35 0.36 0.37 0.38 0.38 0.39 0.40 31 37
22 28 0.35 0.34 0.35 0.35 0.36 0.37 0.38 0.38 0.39 0.40 0.42 32 38
23 29 0.33 0.33 0.33 0.35 0.36 0.37 0.38 0.39 0.40 0.42 0.44 33 39
24 30 0.31 0.32 0.33 0.34 0.36 0.37 0.39 0.40 0.42 0.44 0.48 34 40
25 31 0.29 0.31 0.33 0.35 0.36 0.38 0.39 0.41 0.44 0.46 0.53 35 41
26 32 0.29 0.31 0.33 0.36 0.38 0.38 0.40 0.42 0.45 0.48 0.59 36 42
27 33 0.28 0.31 0.34 0.37 0.38 0.39 0.41 0.44 0.48 0.51 0.63 37 43
28 34 0.28 0.32 0.35 0.38 0.39 0.40 0.43 0.47 0.51 0.55 0.68 38 44
29 35 0.29 0.33 0.37 0.40 0.41 0.43 0.45 0.50 0.55 0.60 0.72 39 45
<Caption>
AGE AT ISSUE-------------------------------POLICY YEAR------------------------------------ATTAINED AGE
MALE FEMALE ONE TWO THREE FOUR FIVE SIX SEVEN EIGHT NINE TEN ELEVEN+ MALE FEMALE
30 36 0.29 0.34 0.39 0.41 0.43 0.45 0.49 0.54 0.59 0.65 0.78 40 46
31 37 0.29 0.35 0.41 0.44 0.46 0.48 0.52 0.58 0.64 0.71 0.85 41 47
32 38 0.31 0.37 0.43 0.47 0.50 0.51 0.56 0.63 0.70 0.77 0.90 42 48
33 39 0.39 0.39 0.45 0.50 0.53 0.55 0.61 0.68 0.76 0.84 0.96 43 49
34 40 0.33 0.41 0.48 0.53 0.56 0.60 0.66 0.73 0.82 0.91 1.03 44 50
35 41 0.34 0.43 0.51 0.56 0.61 0.64 0.72 0.79 0.89 0.99 1.13 45 51
36 42 0.35 0.46 0.54 0.60 0.65 0.70 0.78 0.86 0.96 1.08 1.26 46 52
37 43 0.36 0.48 0.58 0.64 0.70 0.76 0.85 0.94 1.05 1.18 1.39 47 53
38 44 0.38 0.51 0.62 0.69 0.75 0.83 0.93 1.03 1.15 1.29 1.52 48 54
39 45 0.39 0.54 0.67 0.74 0.81 0.89 1.01 1.13 1.26 1.40 1.66 49 55
40 46 0.41 0.58 0.72 0.80 0.87 0.97 1.11 1.23 1.38 1.53 1.81 50 56
41 47 0.44 0.63 0.77 0.86 0.91 1.06 1.21 1.35 1.50 1.66 1.98 51 57
42 48 0.47 0.67 0.82 0.91 0.98 1.14 1.32 1.47 1.63 1.80 2.15 52 58
43 49 0.51 0.71 0.86 0.98 1.06 1.23 1.42 1.59 1.75 2.32 53 59
44 50 0.56 0.74 0.92 1.06 1.15 1.32 1.54 1.71 1.87 2.07 2.51 54 60
45 51 0.61 0.79 0.98 1.14 1.23 1.42 1.67 1.84 2.01 2.21 2.72 55 61
46 52 0.65 0.84 1.06 1.22 1.33 1.54 1.80 1.99 2.17 2.30 2.96 56 62
47 53 0.68 0.90 1.13 1.32 1.44 1.67 1.96 2.15 2.33 2.57 3.22 57 63
48 54 0.69 0.96 1.22 1.42 1.56 1.83 2.14 2.35 2.55 2.81 3.52 58 64
49 55 0.71 1.04 1.32 1.54 1.69 2.00 2.34 2.56 2.78 3.06 3.78 59 65
50 56 0.72 1.10 1.42 1.65 1.82 2.19 2.55 2.78 3.02 3.34 4.05 60 66
51 57 0.75 1.20 1.53 1.78 1.96 2.37 2.76 3.01 3.27 3.62 4.29 61 67
52 58 0.83 1.28 1.64 1.91 2.10 2.54 2.97 3.22 3.51 3.85 4.53 62 68
53 59 0.90 1.34 1.75 2.03 2.23 2.68 3.15 3.41 3.70 4.05 4.77 63 69
54 60 0.95 1.41 1.87 2.16 2.36 2.81 3.35 3.61 3.91 4.24 5.01 64 70
55 61 1.00 1.49 1.99 2.31 2.52 2.96 3.54 3.81 4.11 4.44 5.26 65 71
56 62 1.07 1.57 2.13 2.48 2.70 3.14 3.75 4.04 4.37 4.82 5.66 66 72
57 63 1.14 1.67 2.30 2.70 2.93 3.36 3.97 4.27 4.73 5.38 5.90 67 73
</Table>
<Page>
SCHEDULE B (Continued)
WAIVER OF PREMIUM
The premium charged the insured on the amount reinsured less the following total
allowances:
<Table>
First Year 75%
Renewal 10%
</Table>
ACCIDENTAL DEATH BENEFIT
<Table>
<Caption>
Classification First Year Renewal
-------------- ---------- -------
Standard .25 1.00
2 X Standard .50 1.80
3 X Standard .75 2.60
4 X Standard 1.00 3.40
5 X Standard 1.25 4.20
</Table>
<Page>
SCHEDULE B
<Table>
<Caption>
AGE AT ISSUE ------------------------------POLICY YEAR----------------------------------- ATTAINED AGE
MALE FEMALE ONE TWO THREE FOUR FIVE SIX SEVEN EIGHT NINE TEN ELEVEN+ MALE FEMALE
60 66 1.43 2.10 2.90 3.59 3.92 4.32 4.89 5.44 6.12 6.98 7.74 70 76
61 67 1.57 2.28 3.15 3.81 4.27 4.70 5.25 5.88 6.66 7.67 8.46 71 77
62 68 1.74 2.52 3.43 4.08 4.72 5.12 5.65 6.30 7.18 8.30 9.35 72 78
63 69 1.96 2.80 3.75 4.59 5.15 5.56 6.10 6.72 7.67 8.94 10.29 73 79
64 70 2.08 3.08 4.07 4.95 5.60 6.03 6.61 7.20 8.24 9.67 11.35 74 80
65 71 2.40 3.36 4.37 5.27 6.03 6.53 7.16 7.76 8.90 10.52 12.26 75 81
66 72 2.59 3.61 4.65 5.56 6.46 7.04 7.77 8.42 9.69 11.51 12.82 76 82
67 73 2.66 3.70 4.76 5.72 6.86 7.58 8.45 9.20 10.64 12.68 13.20 77 83
68 74 2.68 3.73 4.81 5.83 7.24 8.14 9.20 10.13 11.78 13.20 13.49 78 84
69 75 2.70 3.76 4.86 5.94 7.57 8.71 10.01 11.22 12.90 13.49 13.63 79 85
70 76 2.72 3.79 4.91 6.05 7.86 9.29 10.91 12.50 13.35 13.63 13.68 80 86
71 77 2.74 3.83 4.96 6.16 8.09 9.88 11.86 13.20 13.58 13.68 13.68 81 87
72 78 2.75 3.86 5.01 6.27 8.25 10.48 12.94 13.52 13.68 13.68 13.68 82 88
13.68 83 89
13.68 84 90
13.68 85 91
13.68 86 92
13.68 87 93
13.68 88 94
13.68 89 95
13.68 90 96
13.68 91 97
13.68 92 98
13.68 93 99
13.68 94
13.68 95
13.68 96
13.68 97
13.68 98
13.68 99
</Table>
<Page>
SCHEDULE C
POLICIES SUBJECT TO REINSURANCE*
1. Life Insurance Policies issued by the Ceding Company,
2. Life Insurance Policies issued by PM Life Insurance Company, the name under
which the Ceding Company operated between March 15, 1978 and December 19,
1983,
3. Life Insurance Policies (other than Adjustable Life) issued by Financial
Life Insurance Company, the name under which the Ceding Company operated
prior to March 15, 1978, and
4. Life Insurance Policies assumed by the Ceding Company from Allstate Life
Insurance Company according to the terms of the Assumption Reinsurance
Agreement to be effective July 1, 1984.
* In no event shall any Universal Life Insurance Policy be subject to
reinsurance hereunder.
<Page>
AMENDMENT #1
to the Reinsurance Agreement effective January 1, 1984
between
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
and
ALLSTATE LIFE INSURANCE COMPANY
WHEREAS Allstate Life Insurance Company of New York (called the "Ceding
Company") wishes to cede and Allstate Life Insurance Company (called the
"Accepting Company") wishes to accept liability for Universal Life Insurance
Policies;
IT IS AGREED that, effective as of September 1, 1984, the Reinsurance
Agreement between the Ceding Company and Accepting Company is amended by
deleting the exclusion of Universal Life Insurance Policies in Schedule C.
Amended Schedule C is attached hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers on the dates shown below.
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
By: /s/ James D. Clements
----------------------------------------
Assistant Vice President, Assistant
Title: Secretary and Assistant General Counsel
----------------------------------------
Date: 12-10-86
----------------------------------------
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Paul J. Overberg
----------------------------------------
Title: Senior Vice President and Chief Actuary
----------------------------------------
Date: 12-10-86
----------------------------------------
<Page>
SCHEDULE C
POLICIES SUBJECT TO REINSURANCE
1. Life Insurance Policies issued by the Ceding Company,
2 Life Insurance Policies issued by PM Life Insurance Company, the name under
which the Ceding Company operated between March 15, 1978 and December 19,
1983,
3. Life Insurance Policies (other than Adjustable Life) issued by Financial
Life Insurance Company, the name under which the Ceding Company operated
prior to March 15, 1978, and
4. Life Insurance Policies assumed by the Ceding Company from Allstate Life
Insurance Company according to the terms of the Assumption Reinsurance
Agreement to be effective July 1, 1984.
<Page>
AMENDMENT #2
to the Reinsurance Agreement effective January 1, 1984
between
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
(called the "Ceding Company")
and
ALLSTATE LIFE INSURANCE COMPANY
(called the "Accepting Company")
Effective January 1, 1987, the Reinsurance Agreement is hereby amended by
substituting the term "net amount at risk" wherever "face amount ceded," "face
amount retained" or similar terms are stated or implied.
This Amendment shall be subject to all the terms and conditions of the
Reinsurance Agreement of which it is a part which do not conflict with the terms
hereof.
IN WITNESS WHEREOF, the parties hereto caused this Amendment to be executed
by their respective officers on the dates shown below.
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
By: /s/ James D. Clements
----------------------------------------
Assistant Vice President, Assistant
Title: Secretary and Assistant General Counsel
----------------------------------------
Date: 12-10-86
----------------------------------------
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Paul J. Overberg
----------------------------------------
Title: Senior Vice President and Chief Actuary
----------------------------------------
Date: 12-10-86
----------------------------------------
<Page>
AMENDMENT #3
TO THE REINSURANCE AGREEMENT EFFECTIVE JANUARY 1, 1984
BETWEEN
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
(CALLED THE "CEDING COMPANY")
AND
ALLSTATE LIFE INSURANCE COMPANY
(CALLED THE "ACCEPTING COMPANY)
As of October 1, 1988, "Schedule A" of the above mentioned agreement is replaced
with the attached "Schedule A (revised, effective 10/1/88)."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers on the dates shown below:
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
BY: /s/ Barry Paul
--------------------------------------
TITLE: Asst. Vice President & Corp. Actuary
--------------------------------------
DATE: October 7, 1988
--------------------------------------
ALLSTATE LIFE INSURANCE COMPANY
BY: /s/ James D. Clements
--------------------------------------
TITLE: Assistant Vice President
--------------------------------------
DATE: October 7, 1988
--------------------------------------
<Page>
SCHEDULE A (REVISED, EFFECTIVE 10/1/88)
RETENTION LIMITS
LIFE REINSURANCE
<Table>
<Caption>
Max. Amt. Max. Amt.
Retained Ceded
by Ceding Auto-
Ages Classification Company matically
---- -------------- --------- ----------
0-75 Std. - Table E $ 75,000 $ 500,000
0-75 Table F & Over 75,000 150,000
</Table>
Permanent flat extra will be equated with table ratings by assuming that each
full $2.50 of extra premium comprises one table. Temporary flat extras will be
ignored. For policies payable in installments, the commuted value of the
installments is to be taken in figuring the maximum retention of the Ceding
Company and the reinsurance of the Accepting Company.
WAIVER OF PREMIUM REINSURANCE
Maximum Amount Retained by Ceding Company: All amounts issued
ACCIDENTAL DEATH BENEFIT
Maximum Amount Retained by Ceding Company: $ 75,000
Maximum Amount Ceded Automatically: $ 200,000
AUTOMATIC CESSION
Maximum amount of insurance in force and applied for in all companies:
<Table>
<Caption>
Life Insurance and
Age Waiver of Premium Accidental Death
--- ----------------- ----------------
0-65 $ 2,500,000 $ 200,000
66-75 2,500,000 None
</Table>
<Page>
SCHEDULE A (REVISED, EFFECTIVE 10/1/88)
RETENTION LIMITS
LIFE REINSURANCE
<Table>
<Caption>
Max. Amt. Max. Amt.
Retained Ceded
by Ceding Auto-
Ages Classification Company matically
---- -------------- --------- -----------
0-75 Std. - Table E $ 75,000 $ 500,000
0-75 Table F & Over 75,000 150,000
</Table>
Permanent flat extra will be equated with table ratings by assuming that each
full $2.50 of extras premium comprises one table. Temporary flat extras will be
ignored. For policies payable in installments, the commuted value of the
installments is to be taken in figuring the maximum retention of the Ceding
Company and the reinsurance of the Accepting Company.
WAIVER OF PREMIUM REINSURANCE
Maximum Amount Retained by Ceding Company: All amounts issued
ACCIDENTAL DEATH BENEFIT
Maximum Amount Retained by Ceding Company: $ 75,000
Maximum Amount Ceded Automatically: $ 200,000
AUTOMATIC CESSION
Maximum amount of insurance in force and applied for in all companies:
<Table>
<Caption>
Life Insurance and
Age Waiver of Premium Accidental Death
--- ------------------ ----------------
0-65 $ 2,500,000 $ 200,000
66-75 2,500,000 None
</Table>
<Page>
AMENDMENT #4
TO THE REINSURANCE AGREEMENT EFFECTIVE 1/1/84
between
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK,
Huntington Station, New York
hereinafter "New York",
and
ALLSTATE LIFE INSURANCE COMPANY,
Northbrook, Illinois
hereinafter "Allstate"
As of January 1, 1994, "Schedule A" of the above mentioned agreement is replaced
with the attached "Schedule A (Revised, Effective 1/1/94)"
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers on the dates shown below:
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
By: /s/ James J. Brazda
--------------------------------------
Title: CAO
--------------------------------------
Signature Date: December 7th, 1993 Effective Date: JANUARY 1, 1994
-------------------------- ---------------
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Barry S. Paul
--------------------------------------
Title: AVP
--------------------------------------
Signature Date: November 30, 1993 Effective Date: JANUARY 1, 1994
-------------------------- ---------------
1
<Page>
SCHEDULE A (REVISED, EFFECTIVE 1/1/94)
RETENTION LIMITS
LIFE REINSURANCE
<Table>
<Caption>
Max. Amt.
Retained Max. Amount
by Ceding Ceded
Ages Classification Company Automatically
---- -------------- --------- -------------
0-75 Std. - Table E $ 250,000 $ 1,000,000
0-75 Table F & Over 250,000 500,000
</Table>
Permanent flat extras will be equated with table ratings by assuming that each
full $2.50 of extra premium comprises one table. Temporary flat extras will be
ignored. For policies payable in installments, the commuted value of the
installments is to be taken in figuring the maximum retention of the Ceding
Company and the reinsurance of the Accepting Company.
WAIVER OF PREMIUM REINSURANCE
Maximum Amount Retained by Ceding Company: All Amounts Issued
ACCIDENTAL DEATH BENEFIT
Maximum Amount Retained by Ceding Company: $75,000
Maximum Amount Ceded Automatically: $350,000
AUTOMATIC CESSION
Maximum amount of insurance in force and applied for in all companies:
<Table>
<Caption>
Life Insurance and
Age Waiver of Premium Accidental Death
--- ----------------- ----------------
0-65 $ 2,500,000 $ 350,000
66-75 2,500,000 None
</Table>
2
<Page>
AMENDMENT NUMBER 5
TO THE REINSURANCE AGREEMENT
EFFECTIVE JANUARY 1, 1984
BETWEEN
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
(HEREINAFTER CALLED THE "CEDING COMPANY")
AND
ALLSTATE LIFE INSURANCE COMPANY
(HEREINAFTER CALLED THE "ACCEPTING COMPANY")
IT IS HEREBY AGREED, that the Reinsurance Agreement effective January 1, 1984
between the Ceding Company and the Accepting Company (hereinafter "Agreement"),
is amended as provided below.
1. Effective December 31, 1995, Article III is hereby amended by adding the
following new paragraph:
The Accepting Company shall pay to the Ceding Company, no less frequently
than annually, and taxes incurred by the Ceding Company as a result of
Section 848 of the Internal Revenue Code which concerns capitalization of
policy acquisition costs.
2. Effective December 31, 1995, Article III is hereby amended by adding the
following new paragraph:
The Accepting Company and the Ceding Company agree to an election under
Treasury Regulations 1-848-2(g)(8), as follows:
(a) For each taxable year under this Agreement, the party with net
positive consideration, as defined in the regulations promulgated
under Treasury Code Section 848, will capitalize specified policy
acquisition expenses with respect to this Agreement without regard
to the general deductions limitation of Section 848(c)(1);
(b) The Ceding Company and the Accepting Company agree to exchange
information pertaining to the amount of net consideration for all
reinsurance agreements in force between them to ensure consistency
for purposes of computing specified policy acquisition expenses. The
Ceding Company and the Accepting Company shall agree on the amount
of such net consideration for each taxable year no later than the
May 1 following the end of such year.
(c) This election shall be effective for 1995 and for all subsequent
taxable years for which this Agreement remains in effect.
Except as amended hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
Page 1 of 2
<Page>
Allstate Life Insurance Company of New York
By /s/ James J. Brazda
---------------------------
Title CAO
---------------------------
Date 9/25/85
---------------------------
Allstate Life Insurance Company
By /s/ C. Nelson Strom
-----------------------------
Title AVP
---------------------------
Date 9/21/95
---------------------------
Page 2 of 2
<Page>
Exhibit 10.7
ASSUMPTION REINSURANCE AGREEMENT
This agreement entered into by and between Allstate Life Insurance Company, an
insurance company organized under the laws of the State of Illinois (hereinafter
referred to as "Allstate"), and Allstate Life Insurance Company of New York, a
life insurance company organized under the laws of the State of New York,
(hereinafter referred to as "New York") shall take effect as of 12:01 a.m. on
July 1, 1984.
WITNESSETH:
WHEREAS, Allstate wishes to cease being a direct writer of certain
insurance policies identified herein; and
WHEREAS, Allstate wishes, by assumption reinsurance, to relieve itself
from all liability under such policies of insurance; and
WHEREAS, New York is willing to assume and accept all of Allstate's
liabilities under such policies:
NOW THEREFORE, in consideration of these premises, the mutual promises
hereinafter set forth, and the transfer by Allstate to New York with respect to
policies subject to reinsurance hereunder of assets in value equal to the total
of the following items 1 through 5, minus items 6 and 7, as they appear on the
books of Allstate on the effective date hereof, and subject to such equitable
adjustment as the parties may agree upon:
1. Aggregate reserves;
2. Policy and contract claim reserves and liabilities;
3. Liability for premiums and annuity considerations received in
advance;
4. Liability for premium and other deposit funds;
5. Commissions to agents due or accrued;
6. Premiums and annuity considerations deferred and uncollected or
due and unpaid;
7. Pre-paid agents commissions.
Page 1
<Page>
the parties hereto mutually agree as follows:
1. The items listed above shall be computed on the basis of statutory
actuarial principles and in accordance with the normal practices of
Allstate.
Payment of the aggregate amount due New York shall be effected in two
installments, as follows:
a.) SIXTY-FIVE MILLION DOLLARS ($65,000,000) in cash on July 1, 1984,
and
b.) the balance, if any, no later than October 1, 1984, with interest
thereon accruing at an annual rate equal to that appearing on
Line 8 of Exhibit 2 of Allstate's 1983 Statutory Statement.
In the event that the actual aggregate amount due New York is determined to
be less than $65,000,000, the excess of that amount paid to New York on
July 1, 1984 shall be refunded to Allstate no later than October 1, 1984
with interest accruing thereon at an annual rate equal to that appearing on
Line 8 of Exhibit 2 of Allstate's 1983 Statutory Statement.
2. This agreement shall apply to all insurance policies and any and all riders
and endorsements attached thereto, hereinafter referred to as the
"Policies", written by Allstate and described on Exhibit A, attached
hereto.
3. Allstate hereby cedes and New York hereby accepts all obligations as
insurer with respect to the Policies with the same force and effect and to
the same extent as if New York had itself issued the Policies, including
liability for
(a) claims incurred but unpaid as of the effective date, and
(b) periodic or accumulative benefits payable with respect to
claims incurred prior to the effective date under policies
in force on the effective date.
4. Effectiveness of the assumption by New York of any Policy shall be
contingent upon the obtaining of appropriate regulatory approval and the
consent of the individual policyholders. Should all such approvals and
consents not have been obtained prior to the effective date hereof, the
effective date as to any Policy so affected shall be such date on or after
the obtaining of regulatory approval or consent as the parties may agree
upon.
Page 2
<Page>
5. The liability of New York as assumed hereunder shall remain in force until
all obligations under the Policies shall have been satisfied.
6. New York hereby agrees to pay (a) all agency commissions allocable to the
Policies payable on or after the effective date in accordance with the
terms of the compensation agreements then in effect, and (b) all premium
taxes allocable to the Policies payable on or after the effective date.
7. New York hereby agrees to indemnify Allstate against and agrees to hold it
free and harmless of and from any and all loss upon or by reason of, and
expense in connection with, any and all obligations assumed under the
Policies.
8. The supervision, investigation, defense against, payment or performance of
all obligations under the Policies assumed hereunder shall be conducted by
New York, and the expenses of such supervision, investigation, defense,
payment or performance shall be borne by it. In the event process is served
upon Allstate with respect to any obligation assumed by New York under the
Policies, Allstate shall, as promptly as reasonably possible, give notice
thereof to New York and New York shall then in the name of Allstate or in
its own name, but at its own cost and expense, interpose defense in,
settle, compromise or otherwise dispose of such action as New York deems
best.
9. The solicitation for and underwriting of new or additional insurance,
methods of claim handling, and any or all other matters pertaining to the
Policies shall be under the sole and exclusive management and control of
New York.
10. New York shall provide notification and issue certificates of assumption,
specimen copies of which are attached hereto and marked Exhibit B, to each
policyholder and shall collect and be entitled to receive all premiums, if
any, which are or become due and payable on or after the effective date of
this agreement. In the event that any premiums covering periods of
insurance commencing on or after the effective date of this agreement come
into the possession of Allstate, it shall remit such premiums to New York
in gross.
11. Allstate shall furnish and assign to New York, and New York shall
thereafter own, all data, records and information in its possession which
is mutually agreed upon as being necessary to facilitate the orderly
transfer of liability between the parties hereto, specifically including
but not restricted to the following items:
(a) Copies of all Policy contracts (including riders,
applications and other contract forms) which are being
assumed by New York;
(b) All information and data pertaining to prior claim
experience under the Policies;
Page 3
<Page>
(c) All information pertaining to the administration of the
Policies under any existing agreements between Allstate and
its policyholders;
(d) All information and data respecting any agency agreements
pertaining to the Policies;
(e) Copies, as required by New York, of all insurance department
correspondence relating to the Policies;
(f) All claim files relating to the Policies (closed and
active).
12. Should Allstate's participation in any filing involving the Policies be
required by any state regulatory authority having an interest in such
filing, Allstate will participate to the extent requested by such
authority.
13. Each party to this agreement shall act reasonably in all matters within the
terms of this agreement. Clerical errors and oversights occasioned in good
faith in the administration of this agreement shall not prejudice either
party hereto and shall be rectified on an equitable basis.
14. In the event of the insolvency of Allstate, New York shall pay claims under
the Policies directly to those entitled to such payments pursuant to the
policy terms and without any diminution on account of such insolvency.
15. Each party shall have the right at any reasonable time, to inspect all
books and documents maintained by the other party relating to the liability
assumed hereunder.
16. This agreement, along with the Exhibits attached hereto, embodies the
entire contract between Allstate and New York relevant to the subject
matter hereof, and is to be interpreted in accord with and governed by the
laws of the State of New York. No modifications, variations or changes
shall be binding upon either party unless the same are reduced to writing
subscribed by each, and approved as necessary by regulatory authority.
Page 4
<Page>
IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed in duplicate by their respective officers duly authorized to do so.
Executed on this 14th day of June, 1984.
ATTEST: ALLSTATE LIFE INSURANCE COMPANY
/s/ James D. Clements Signature: /s/ Paul J. Overberg
- --------------------------- -----------------------
James D. Clements Name: Paul J. Overberg
- --------------------------- -----------------------
Counsel Title: Senior Vice President
- --------------------------- -----------------------
Executed on this 14th day of June, 1984.
ATTEST: ALLSTATE LIFE INSURANCE
COMPANY OF NEW YORK
/s/ James D. Clements Signature: /s/ David E. McPherson
- --------------------------- -----------------------
James D. Clements Name: David E. McPherson
- --------------------------- -----------------------
Assistant Secretary Title: Vice President
- --------------------------- -----------------------
Page 5
<Page>
EXHIBIT A
POLICIES SUBJECT TO ASSUMPTION
All Individual Policies of Life and Health Insurance and all
Individual Annuity Contracts, issued on New York forms and insuring persons
resident in the State of New York on the effective date.
<Page>
EXHIBIT B
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
A STOCK COMPANY-HOME OFFICE: HUNTINGTON STATION, NEW YORK
CERTIFICATE OF ASSUMPTION
INDIVIDUAL LIFE, HEALTH AND ANNUITY INSURANCE
POLICYHOLDER POLICY NUMBER
ASSUMPTION DATE
All rights and duties of the Allstate Life Insurance Company as set forth in the
policy described above have been assumed by the Allstate Life Insurance Company
of New York.
All premiums due on or after the date shown above are to be paid to Allstate
Life Insurance Company of New York.
Signed for Allstate Life Insurance Company of New York at our home office in
Huntington Station, New York. This certificate becomes part of the policy
effective on the date shown above and should be attached to it.
/s/ [ILLEGIBLE] /s/ Herbert E. Lister
Secretary President
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
P.O. BOX 2898
HUNTINGTON QUADRANGLE SOUTH
ROUTE 110
HUNTINGTON STATION, NEW YORK 11746
<Page>
[ALLSTATE GENERIC LOGO]
Dear Policyholder:
Allstate is changing the structure of its operations in the State of
New York. Our newly formed company, Allstate Life Insurance Company of New York,
is planning to assume responsibility for your policy as of July 1, 1984.
How would this change affect you? Very little. This change would not
alter your policy in any way. You would keep the same agent. Our high quality
service would be continued without any disruption.
The most notable change for you would be that, from now on, any
premiums would be made payable to Allstate Life Insurance Company of New York.
If you are on a preauthorized payment plan, this plan would not change. Allstate
Life Insurance Company of New York would automatically withdraw premiums from
your account as they become due.
The address and phone number for Allstate Life Insurance Company of
New York is:
P.O. Box 2898
Huntington Quadrangle South
Route 110
Huntington Station, New York 11746
(516) 752-5300
We have enclosed a Certificate of Assumption which you should keep
with your policy. You have the right to reject the assumption of your policy and
remain a policyholder of Allstate Life Insurance Company. If you wish to reject
this change, please let us know within 30 days by completing the form enclosed
and mailing it in the postage-paid envelope provided.
If you have any other questions about this change, please let us or
your Allstate agent know.
We look forward to serving you and your continuing insurance needs.
Sincerely,
Herbert E. Lister
President
Allstate Life Insurance Company
Allstate Life Insurance Company
of New York
<Page>
I elect to reject assumption of my policy by Allstate Life Insurance Company of
New York and to remain a policyholder of Allstate Life Insurance Company. The
Assumption Certificate is enclosed.
Name
----------------------------------------
Policy Number
----------------------------------------
Address
----------------------------------------
----------------------------------------
Phone Number
----------------------------------------
<Page>
AGREEMENT
Allstate Life Insurance Company and Allstate Life Insurance Company of New
York are parties to an Assumption Reinsurance Agreement effective July 1, 1984.
Pursuant to the terms of that Agreement, Allstate Life Insurance Company
transferred to Allstate Life Insurance Company of New York assets in value
equal to:
Aggregate reserves,
policy and contract claim reserves and liabilities,
liability for premiums and annuity considerations received in advance,
liability for premium and other deposit funds, and
commissions to Agents due or accrued,
LESS:
Premiums and annuity considerations deferred and uncollected or
due and unpaid, and
pre-paid agents' commissions.
Due to inadvertence, Allstate Life neglected to arrange for transfer of
assets equalling income tax liability occasioned because of the non-deductible
status of certain deficiency reserves maintained in connection with the policies
assumed.
The Assumption Reinsurance Agreement provides for equitable adjustment of
the amount of assets transferred and rectification of errors and oversights on
equitable basis.
<Page>
The parties agree that equity requires an additional transfer of assets in
order to properly reflect the additional tax liability described above.
Accordingly, when the exact amount of additional income tax liability has been
determined, assets in that amount plus interest at an annual rate equal to that
appearing on Line 8 of Exhibit 2 of Allstate Life Insurance Company's 1984
Statutory Statement will be immediately transferred to Allstate Life Insurance
Company of New York.
Executed this 5th day of April, 1985.
ALLSTATE LIFE INSURANCE COMPANY
Signature: /s/ Paul J. Overberg
-------------------------------------
Name: Paul J. Overberg
-------------------------------------
Title: Senior Vice President
-------------------------------------
ALLSTATE LIFE INSURANCE COMPANY
OF NEW YORK
Signature: /s/ James D. Clements
-------------------------------------
Name: James D. Clements
-------------------------------------
Title: Assistant Secretary
-------------------------------------
<Page>
Exhibit 10.8
REINSURANCE AGREEMENT
between
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK, Huntington Station, New York
hereinafter "NEW YORK", and
ALLSTATE LIFE INSURANCE COMPANY, Northbrook, Illinois
hereinafter "ALLSTATE"
ARTICLE I.
BASIS OF REINSURANCE
1. The NEW YORK coverages that are listed in Schedule A shall be reinsured
with ALLSTATE. On these coverages, ALLSTATE will accept 100% of the risks
in excess of the retention limits specified in Schedule B.
2. The liability of ALLSTATE will begin simultaneously with that of NEW YORK,
and in no event shall the reinsurance of ALLSTATE be in force and binding
unless the coverages issued by NEW YORK are in force.
ARTICLE II.
REINSURANCE PREMIUMS
1. The reinsurance premiums payable by NEW YORK to ALLSTATE shall be as
specified in Schedule C.
2. NEW YORK shall remit the reinsurance premium payable to ALLSTATE within 60
days after the end of each month during which reinsurance is in effect
hereunder.
3. Any adjustment of the reinsurance premium due to errors and oversights
shall be on an equitable basis.
ARTICLE III.
LIABILITY OF ALLSTATE
1. ALLSTATE shall pay in cash to NEW YORK the net reinsured benefits, as
hereinafter defined, within 60 days after receiving due notice from NEW
YORK.
<Page>
2. The net reinsured benefits shall be the actual amount of cash which NEW
YORK has paid on reinsured coverages.
3. The liability of ALLSTATE on any coverage reinsured under this Agreement
will continue as long as NEW YORK remains liable under such coverages, and
will terminate when the liability of NEW YORK for each such coverage
terminates.
ARTICLE IV.
EXPERIENCE REFUNDS
1. ALLSTATE will pay experiences refunds annually to NEW YORK within 60 days
after the end of each calendar year.
2. Experience refunds will be based on one year periods ending December 31 and
shall be computed by the following formula.
ER = .99P - C
where, ER = the Experience Refund.
C = the net reinsured benefits as defined in Item 2 of Article III
plus claim expenses incurred by NEW YORK for which it is
reimbursed by ALLSTATE.
P = the reinsurance premium paid by NEW YORK to ALLSTATE as defined
in Article II.
Both C and P relate to one year periods ending December 31 of the year for
which the experience refund is being calculated.
If the experience refund is negative for a given year, such negative amount
will be carried forward and treated as an addition to the net reinsured
benefits in calculating the experience refund for the following years. Any
unrecovered balance of a negative carry forward arising from a given year's
experience will be dropped from the experience refund calculations after
ten years following the year of loss.
<Page>
ARTICLE V.
OVERSIGHTS
ALLSTATE shall be bound as NEW YORK is bound, and it is expressly understood and
agreed that if failure to reinsure or failure to comply with any terms of this
Agreement is shown to be unintentional and the result of a misunderstanding or
oversight on the part of either NEW YORK or ALLSTATE, both NEW YORK and ALLSTATE
shall be restored to the positions they would have occupied had no such error or
oversight occurred.
ARTICLE VI.
COVERAGE CHANGES
If any material change is made in the coverage subject to reinsurance under this
Agreement, NEW YORK shall notify ALLSTATE within 60 days.
ARTICLE VII.
INSPECTION OF RECORDS
NEW YORK and ALLSTATE shall have the right, at any reasonable time, to examine
at the office of the other, any books, documents, reports or records which
pertain in any way to the coverages reinsured under this Agreement.
ARTICLE VIII.
ACCOUNTING STATEMENTS
NEW YORK shall provide ALLSTATE with all necessary accounting records by the
tenth workday following each calendar month end. These records shall include but
not be limited to:
(1) reserves on reinsured coverages,
(2) premiums and claims,
(3) data required to complete the annual statement blank.
<Page>
ARTICLE IX.
INSOLVENCY
In the event of the insolvency of NEW YORK, reinsurance hereunder is payable by
ALLSTATE on the basis of its liability hereunder without diminution because of
the insolvency of NEW YORK. It is further agreed that, in the event of the
insolvency of NEW YORK, the liquidator, receiver or statutory successor of the
insolvent NEW YORK shall give written notice to ALLSTATE of the pendency of an
obligation of the insolvent NEW YORK on any policy reinsured, whereupon ALLSTATE
may investigate such claim and interpose at its own expense, in the proceeding
where such claim is to be adjudicated, any defense or defenses which it may deem
available to NEW YORK or its liquidator or statutory successor. The expense thus
incurred by ALLSTATE shall be chargeable, subject to court approval, against the
insolvent NEW YORK as part of the expenses of liquidation to the extent of a
proportionate share of the benefit which may accrue to NEW YORK solely as a
result of the defense undertaken by ALLSTATE.
ARTICLE X.
ARBITRATION
Any dispute arising with respect to this Agreement which is not settled by
mutual agreement of the parties shall be referred to arbitration. Within 20
(twenty) days from receipt of notice from one party that an arbitrator has been
appointed, the other party shall also name an arbitrator. The two arbitrators
shall choose a third arbitrator and shall forthwith notify the contracting
parties of such choice. Each arbitrator shall be an officer of a life insurance
company. The arbitrators shall consider this Agreement as an honorable
engagement rather than merely as a legal obligation, and shall be relieved of
all judicial formalities. The decision of the arbitrators shall be final and
binding upon the parties hereto. Each party shall bear the expenses of its own
arbitrator and shall jointly and equally bear the expenses of the third
arbitrator and of the arbitration. Any such arbitration shall take place at the
Home Office of NEW YORK, unless some other location is mutually agreed upon.
ARTICLE XI.
PARTIES TO AGREEMENT
This Agreement is solely between NEW YORK and ALLSTATE. The acceptance of
reinsurance hereunder shall not create any right or legal relation whatever
between ALLSTATE and any party in interest under any policy of NEW YORK
reinsured hereunder.
ARTICLE XII.
DURATION OF AGREEMENT
This Agreement shall be effective as of January 1, 1986, and shall be unlimited
as to its duration but may be terminated at any time by either party giving
sixty (60) days written notice of termination.
<Page>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed in duplicate by their respective officers, on the dates shown below.
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
By: /s/ Paul J. Overberg
-----------------------------------------
Title: SENIOR VICE PRESIDENT & CHIEF ACTUARY
--------------------------------------
Date: DECEMBER 20, 1985
--------------------------------------
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Sherman M. Wolff
-----------------------------------------
Title: VICE PRESIDENT
--------------------------------------
Date: DECEMBER 20, 1985
--------------------------------------
<Page>
SCHEDULE A
COVERAGES SUBJECT TO REINSURANCE UNDER THIS TREATY
All NEW YORK coverages providing group life, health and/or accidental death
benefits inforce on the effective date and all subsequent issues. This includes
coverages written on individual forms which are marketed on a direct response
basis.
<Page>
SCHEDULE B
NEW YORK RETENTION LIMITS
FOR LIFE AND/OR ACCIDENTAL DEATH BENEFITS
NEW YORK shall retain a maximum amount of insurance of $75,000 per insured life.
FOR LONG-TERM DISABILITY COVERAGE (LTD)
NEW YORK shall retain a maximum monthly indemnity of $2000 per insured life.
FOR ALL OTHER REINSURED COVERAGES
NEW YORK shall retain the entire risk up to and including the point where the
ratio of incurred claims to earned premiums equals 91%.
"Incurred Claims" are defined as all claims paid by NEW YORK on a year-to-date
basis plus the change in reserve liability held by NEW YORK from the prior
calendar year-end.
"Earned Premiums" are defined as all premiums collected by NEW YORK on a
year-to-date basis plus the change in the due and unpaid accrued premiums from
the prior calendar year-end, minus the change in the paid in advance and
unearned accrued premiums from the prior calendar year-end.
<Page>
SCHEDULE C
REINSURANCE PREMIUMS
FOR LIFE AND/OR ACCIDENTAL DEATH BENEFITS
8.7% of NEW YORK's earned premium on coverages subject to reinsurance under this
treaty which provide life and/or accidental death benefits.
FOR LTD
3.0% of NEW YORK's earned premium on coverages subject to reinsurance under this
treaty which provide LTD benefits.
FOR ALL OTHER COVERAGES
2.5% of NEW YORK's earned premium on coverages subject to reinsurance under this
treaty which provide other than life and/or accidental death or LTD benefits.
FOR ALL COVERAGES
"Earned Premiums" are defined as all premiums collected by NEW YORK on a
year-to-date basis plus the change in the due and unpaid accrued premiums from
the prior calendar year-end, minus the change in the paid in advance and
unearned accrued premiums from the prior calendar year-end.
<Page>
AMENDMENT NUMBER 1
TO THE REINSURANCE AGREEMENT
EFFECTIVE JANUARY 1, 1986
BETWEEN
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
(HEREINAFTER CALLED "NEW YORK")
AND
ALLSTATE LIFE INSURANCE COMPANY
(HEREINAFTER CALLED "ALLSTATE")
IT IS HEREBY AGREED, that the Reinsurance Agreement effective January 1, 1986
between NEW YORK and ALLSTATE (hereinafter "Agreement"), is amended as provided
below.
1. Effective December 31, 1995, Article II is hereby amended by adding the
following new paragraph:
ALLSTATE shall pay to NEW YORK, no less frequently than annually, any
taxes incurred by NEW YORK as a result of Section 848 of the Internal
Revenue Code which concerns capitalization of policy acquisition
costs.
2. Effective December 31, 1995, Article II is hereby amended by adding the
following new paragraph:
ALLSTATE and NEW YORK agree to an election under Treasury Regulations
1-848-2(g)(8), as follows:
(a) For each taxable year under this Agreement, the party with net
positive consideration, as defined in the regulations promulgated
under Treasury Code Section 848, will capitalize specified policy
acquisition expenses with respect to this Agreement without
regard to the general deductions limitation of Section 848(c)(1);
(b) NEW YORK and ALLSTATE agree to exchange information pertaining to
the amount of net consideration for all reinsurance agreements in
force between them to ensure consistency for purposes of
computing specified policy acquisition expenses. NEW YORK and
ALLSTATE shall agree on the amount of such net consideration for
each taxable year no later than the May 1 following the end of
such year.
(c) This election shall be effective for 1995 and for all subsequent
taxable years for which this Agreement remains in effect.
Except as amended hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
Page 1 of 2
<Page>
Allstate Life Insurance Company of New York
By /s/ James J. Brazda
------------------------
Title CAO
---------------------
Date 9/25/95
---------------------
Allstate Life Insurance Company
By /s/ C. Nelson Strom
------------------------
Title AVP
---------------------
Date 9/21/95
---------------------
Page 2 of 2
<Page>
Amendment #2
To the Reinsurance Agreement Effective 1/1/86
between
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
hereinafter "NEW YORK"
and
ALLSTATE LIFE INSURANCE COMPANY
hereinafter "ALLSTATE"
The Reinsurance Agreement effective January 1, 1986, by and between NEW YORK and
ALLSTATE is hereby amended, effective December 1, 1995, as set forth below.
1. Article IV is deleted, and replaced with new Article IV as follows:
ARTICLE IV.
EXPERIENCE REFUNDS
1. ALLSTATE will pay an experience refund annually to NEW YORK within 60
days after the end of each calendar year.
2. Experience refunds will be based on one year periods ending December
31 and shall be computed by the following formula:
ORE = .99P - C
where, ORE = the experience refund.
C = the net reinsured benefits as defined in Item 2 of Article III
plus the change in the reserve liability held by ALLSTATE from
the prior calendar year-end.
P = the reinsurance premium paid by NEW YORK to ALLSTATE as defined
in Article II.
Both C and P relate to one year periods ending December 31 of the year
for which the experience refund is being calculated.
If the experience refund is negative for a given year, such negative
amount will be carried forward and treated as an addition to the net
reinsured benefits in calculating the experience refund for the
following years. Any unrecovered balance of a negative carry forward
arising from a given year's experience will be dropped from the
experience refund calculations after ten years following the year of
the loss.
2. A new Article XIII is added as follows:
<Page>
ARTICLE XIII
ENTIRE CONTRACT
1. This Agreement shall constitute the entire agreement between the
parties with respect to the coverages reinsured hereunder, and there
are no understandings between the parties other than expressed in
this Agreement.
2. Any change or modification to this Agreement shall be null and void
unless made by amendment to the Agreement and signed by both parties.
3. Schedule A is deleted, and replaced with the attached Schedule A.
4. Schedule B is deleted, and replaced with the attached Schedule B.
5. Schedule C is deleted, and replaced with the attached Schedule C.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers on the dates shown below:
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
By: /s/ James J. Brazda
-------------------------------
Title: CAO ALIC of NY
-------------------------------
Date: 1/26/96
-------------------------------
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Charles F. Thalheimer
-------------------------------
Title: ASSISTANT VICE PRESIDENT
-------------------------------
Date: JANUARY 15, 1996
-------------------------------
<Page>
Schedule A (Revised, Effective 12/1/95)
COVERAGES SUBJECT TO AND EXCLUDED FROM REINSURANCE
The following coverages are subject to reinsurance under this Agreement: All
NEW YORK coverages providing group accidental death benefits inforce on the
effective date and all subsequent issues, including coverages written on
individual forms which are marketed on a direct response basis.
The following coverages are excluded from reinsurance under this Agreement:
specific travel accidental death insurance issued by NEW YORK covering
cardholders who purchase travel tickets using a Novus Brand card, provided under
individual policies issued to such cardholders or group policies issued to
Greenwood Trust Company or Credit Card Services Insurance Trust of New York.
<Page>
Schedule B (Revised, Effective 12/1/95)
NEW YORK RETENTION LIMITS
FOR ACCIDENTAL DEATH BENEFITS
NEW YORK shall retain a maximum amount of insurance of $ 500,000 per insured
life.
<Page>
Schedule C (Revised, Effective 12/1/95)
REINSURANCE PREMIUMS
FOR ACCIDENTAL DEATH BENEFITS
$ .0094 per "Average Thousand of Excess Coverage Inforce" attributable to
policies subject to reinsurance under this agreement.
"Average Thousand of Excess Coverage Inforce" shall mean the sum of the face
amount less NEW YORK's retention limit of each policy at the beginning of the
calendar year plus the sum of the face amount less NEW YORK's retention limit
of each policy at the end of the calendar year, divided by 2, divided by 1,000.
<Page>
Exhibit 10.9
REINSURANCE AGREEMENT
ARTICLE I
PARTIES
This Reinsurance Agreement (the "Agreement") is by and between Allstate Life
Insurance Company of New York, Huntington Station, New York (hereinafter
referred to as "Allstate New York") and Allstate Life Insurance Company
(hereinafter referred to as "Allstate").
ARTICLE II
EFFECTIVE DATE OF AGREEMENT
This Agreement shall be effective as of 12:01 a.m. January 1, 1991 (the
"Effective Date").
ARTICLE III
PURPOSE AND BASIS OF REINSURANCE
1. The purpose of this Agreement is for Allstate New York to cede and Allstate
to accept by way of indemnity reinsurance, one-hundred percent (100%) of
the liability, under certain group conversion policies and certificates
issued by Allstate New York (as described in Article IV hereof).
2. Reinsurance under this Agreement will be in force only if liability exists
under the corresponding policy or certificate issued by Allstate New York.
ARTICLE IV
OBLIGATIONS SUBJECT TO REINSURANCE
The policies and certificates subject to reinsurance under this Agreement are
individual and group policies and certificates issued by Allstate New York
providing group insurance conversion benefits, as shown in Exhibit A attached to
and incorporated in this Agreement, (which shall hereinafter be referred to as
"Reinsured Policies").
<Page>
ARTICLE V
LIABILITY OF ALLSTATE
1. Allstate will be liable under this Agreement for Net Benefits under the
"Reinsured Policies". Net Benefits are defined as follows:
(a) For Reinsured Policies issued directly or assumed by Allstate New
York, Net Benefits are the actual amounts payable by Allstate New York
under the Reinsured Policies, less any amounts payable to Allstate New
York by another reinsurer with respect to such Reinsured Policies.
2. For Reinsured Policies issued directly or assumed by Allstate New York on
or prior to the Effective Date, Allstate's liability for Net Benefits will
begin on the first day following the Effective Date. This liability will
include Net Benefits incurred on or prior to the Effective Date, but not
paid until after the Effective Date.
3. Allstate's liability under this Agreement will continue as long as Allstate
New York remains liable on the underlying Reinsured Policies, and will
terminate simultaneously with Allstate New York's termination of liability.
4. The sole liability of Allstate with respect to the Reinsured Policies is as
provided in this Agreement. Reinsurance of Reinsured Policies shall not
create any right or legal relationship between Allstate and any claimant,
nor between Allstate and any person or persons insured or their
beneficiaries.
5. Allstate shall not be responsible hereunder for consequential,
extra-contractual or punitive damages with respect to any litigation
arising from or relating to the Reinsured Policies.
ARTICLE VI
REINSURANCE CONSIDERATION AND REINSURANCE BENEFITS
1. Subject to Article VII hereof, Allstate New York will pay to Allstate
reserves held by Allstate New York attributable to the Reinsured Policies.
2. Subject to Article VIII hereof, Allstate New York will pay to Allstate
reinsurance premiums.
3. Subject to Article V hereof, Allstate will pay to Allstate New York
reinsurance benefits. Such reinsurance benefits are the benefits payable
pursuant to the provisions of the Reinsured Policies.
- 2 -
<Page>
ARTICLE VII
RESERVE TRANSFERS
1. Within sixty (60) days following the date this Agreement is executed,
Allstate New York shall pay to Allstate assets with statutory market value
equal to (a), where (a) is as defined below. Allstate New York shall also
pay to Allstate interest on this amount, such amount being equal to the sum
of (b) and (c), as defined below.
(a) Net statutory reserves determined as the portion of the following
items (i) through (vi), minus item (vii) attributable to the Reinsured
Policies. The applicable portion of these items will be calculated as
of the Effective Date and will be based on page 3, line 2501, column 1
of Allstate New York's 1990 NAIC Statutory Statement as filed with the
New York Insurance Department. Appropriate adjustments will be made
for changes, if any, in the NAIC Statutory Statement on or after the
Effective Date.
<Table>
<Caption>
ITEM DESCRIPTION
---- -------------------------
(i) Claim Reserves
(ii) Pending Claims
(iii) Incurred But Not Reported
(iv) Active Life Reserve
(v) Unearned Premium Reserve
(vi) Advanced Premium
(vii) Premiums Due & Unpaid
</Table>
(b) All interest payments, dividend payments and mortgage payments, if
any, received by Allstate New York between the Effective Date and the
date of asset transfer, on the assets transferred.
(c) Interest on cash transferred at an effective rate of six percent (6%)
per annum, compounded daily, from the Effective Date to the date of
asset transfer.
2. Within sixty (60) days following the filing of Allstate's 1990 Federal
Income Tax return, Allstate New York shall pay to Allstate assets with
statutory market value equal to .368 X [(a)-(b)], where (a) and (b) are as
defined below:
(a) Net Statutory reserves on the Effective Date as calculated under this
Article VII, Paragraph 1, Item (a).
- 3 -
<Page>
(b) Net tax reserves on the Effective Date for the items listed in this
Article VII, Paragraph 1, Item (a), as revalued for the purposes of
calculating Allstate's 1990 Federal Income Tax liability.
3. Within ninety (90) days following the recapture by Allstate New York of any
business ceded to another reinsurer, Allstate New York shall pay to
Allstate assets with statutory market value equal to (a) X [1+(b)(c)/365],
where (a) through (c) are as defined below:
(a) Net Statutory reserves, as defined in this Article VII, Paragraph 1,
Item (a), attributable to the policies so recaptured. The applicable
portion of these items will be calculated as of the end of the month
following the date of recapture.
(b) A rate of interest equal to the yield of the 90 day U.S. Treasury
bills as quoted in The Wall Street Journal on the business day
immediately preceding the date of the recapture.
(c) The number of days between the end of the month following the date of
recapture and the date when payment is made.
4. Within sixty (60) days following the filing of an Allstate Federal Income
Tax return for a year in which there was a recapture by Allstate New York
of any business ceded to another reinsurer, Allstate New York shall pay to
Allstate assets with statutory market value equal to the product of the
then current Federal Income Tax rate applicable to Allstate and the amount
(a)-(b), where (a) and (b) are as defined below.
(a) Net Statutory reserves, as defined in this Article VII, Paragraph 1,
Item (a), attributable to the policies so recaptured. The applicable
portion of these items will be calculated as of the end of the
calendar year following the date of recapture.
(b) Net tax reserves for the items listed in this Article VII, Paragraph
1, Item (a), attributable to the policies so recaptured and as
revalued for purposes of calculating Allstate's Federal Income Tax
liability. The applicable portion of these items will be calculated as
of the end of the calendar year following the date of recapture.
ARTICLE VIII
QUARTERLY SETTLEMENTS
1. Within thirty (30) days following the end of each calendar quarter in which
this Agreement is in effect, Allstate New York shall pay to Allstate, with
respect to the Reinsured Policies, a reinsurance premium equal to (or the
accounting equivalent of) Item (a) below less the sum of Items (b) and (c)
below:
- 4 -
<Page>
(a) Gross Premiums (direct and reinsurance assumed) collected by Allstate
New York during the quarter.
(b) Gross premiums refunded by Allstate New York during the quarter to
policyholders.
(c) Reinsurance premiums paid by Allstate New York during the quarter to
reinsurers other than Allstate.
2. Within thirty (30) days following the end of each calendar quarter in which
this Agreement is in effect, Allstate shall pay to Allstate New York a
benefit and expense allowance equal to (or the accounting equivalent of)
the sum of Items (a), (b), (c) and (d) below:
(a) Net Benefits (as defined in Article V of this Agreement) paid by
Allstate New York during the quarter with respect to the Reinsured
Policies.
(b) Commissions and other sales compensation incurred by Allstate New York
during the quarter with respect to the Reinsured Policies.
(c) General insurance expense paid by Allstate New York during the quarter
with respect to the Reinsured Policies.
(d) Insurance taxes, license and fees (excluding Federal Income Tax) paid
by Allstate New York during the quarter with respect to the Reinsured
Policies.
ARTICLE IX
RECORDS INSPECTION
1. Allstate New York shall make available to Allstate copies of the Reinsured
Policies, including copies of any executed riders, amendments and
endorsements thereto.
2. Allstate and Allstate New York shall have the right at all reasonable times
to inspect at the offices of each other all books, documents, reports and
records relating to the Reinsured Policies or to the reinsurance thereof.
ARTICLE X
TERM OF THE AGREEMENT
This Agreement shall continue in force from the Effective Date, until terminated
in accordance with the provisions of Article XI.
- 5 -
<Page>
ARTICLE XI
TERMINATION
1. This Agreement will terminate automatically upon occurrence of any of the
following events:
(a) Termination of Allstate New York's liability under all Reinsured
Policies.
(b) Issuance by a court of competent jurisdiction of an order to
liquidate, or to dissolve, or similar order to wind up the business
of, Allstate.
(c) At Allstate New York's election, failure of Allstate to maintain an
insurance license or reinsurance accreditation in any state in which
Reinsured Policies exist; provided, however, such failure will not be
cause for termination if Allstate arranges through other means,
satisfactory to Allstate New York, to cover the obligations associated
with the Reinsured Policies in each state where Allstate is not so
licensed or accredited.
2. This Agreement may be terminated at any time upon mutual consent of the
parties.
3. Termination of this Agreement shall not terminate the rights, duties,
obligations or liabilities hereunder of either party with respect to the
Reinsured Policies which arise prior to such termination.
4. Following terminating of this Agreement for any reason, and until all of
the liabilities of both parties are finally determined, Allstate New York
will, on a monthly basis, submit statements in the same form as specified
in Article VIII hereof.
ARTICLE XII
INSOLVENCY
In the event of the insolvency of Allstate New York, all reinsurance made,
ceded, renewed or otherwise becoming effective under this Agreement shall be
payable by Allstate directly to Allstate New York or to its liquidator,
receiver, or statutory successor on the basis of the liability of Allstate New
York under the Reinsured Policies without diminution because of the insolvency
of Allstate New York. It is further agreed that, in the event of the insolvency
of Allstate New York, the liquidator, receiver or statutory successor of the
insolvent Allstate New York shall give written notice to Allstate of the
pendency of an obligation of the insolvent Allstate New York on any Reinsured
Policy within a reasonable time after such claim is filed in the insolvency
proceedings whereupon Allstate may investigate such claim and interpose, at its
own expense, in the proceeding where such claim is to be
- 6 -
<Page>
adjudicated any defense or defenses which it may deem available to Allstate New
York or its liquidator, receiver or statutory successor. The expense thus
incurred by Allstate shall be chargeable, subject to court approval, against the
insolvent Allstate New York as part of the expense of liquidation to the extent
of a proportionate share of the benefit which may accrue to Allstate New York
solely as a result of the defense undertaken by Allstate.
ARTICLE XIII
ARBITRATION
1. Any dispute arising with respect to this Agreement, whether arising before
or after termination hereof, which is not settled by mutual agreement of the
parties shall be referred to arbitration. Within twenty (20) days from receipt
of notice from one party than an arbitrator has been appointed, the other party
shall also name an arbitrator. The two arbitrators shall choose a third
arbitrator and shall forthwith notify the contracting parties of such choice. If
the two arbitrators cannot agree upon a third arbitrator, each arbitrator shall
nominate three persons of whom the other shall reject two. The third arbitrator
shall then be chosen by drawing lots. If a party fails to choose an arbitrator
within twenty (20) days after receiving the written request of the other party
to do so, the latter shall choose both arbitrators, who shall choose the third
arbitrator. Each arbitrator shall be a present or former life insurance company
officer who is otherwise not directly or indirectly affiliated with Allstate,
Allstate New York or this Agreement.
2. The party requesting arbitration (the "Petitioner") shall submit its brief
to the arbitrators within thirty (30) days after notice of the selection of the
third arbitrator. Upon receipt of the Petitioner's brief, the other party (the
"Respondent") shall have thirty (30) days to file a reply brief. On receipt of
the Respondent's brief, the Petitioner shall have twenty (20 days to file its
rebuttal brief. Respondent shall have twenty (20) days from the receipt of
Petitioner's rebuttal brief to file Respondents rebuttal brief. The arbitrators
may extend the time for filing of briefs at the request of either party.
3. The arbitrators will consider this Agreement as an honorable engagement
rather than merely as a legal obligation, and will be relieved of all judicial
formalities, and shall make their award with a view to effecting the intent of
the parties. The decision of the arbitrators will be final and binding upon the
parties hereto. Judgement may be entered upon the final decision of the
arbitrators in any court having jurisdiction. Each party will bear the expenses
of its own arbitrator and will jointly and equally bear the expenses of the
third arbitrator and of the arbitration. Any such arbitration will take place in
New York, New York, unless some other location is mutually agreed upon by the
parties.
- 7 -
<Page>
ARTICLE XIV
ERRORS AND OVERSIGHTS
Each party to this Agreement will act reasonably as to all matters within the
terms hereof. Errors and oversights occasioned in good faith in carrying out
this Agreement will not prejudice either party, and will be rectified promptly
on an equitable basis.
ARTICLE XV
ENTIRE CONTRACT
This Agreement embodies the entire contract between the parties with respect to
the subject matter herein. No modification, variation, or changes will be
binding on either party unless they are reduced to writing and signed by
authorized officers of the parties.
ARTICLE XVI
GOVERNING LAW
This Agreement shall be construed and interpreted according to the laws of the
State of New York.
ARTICLE XVII
NOTICES
All notices, requests, demands, and other communications shall be delivered by
hand or certified or registered mail to the parties at their respective
addresses, as follows:
Mr. James J. Brazda Mr. Barry Paul
Chief Administrative Officer Assistant Vice President
Allstate Life Insurance Company and Corporate Actuary
of New York Allstate Life Insurance Company
P.O. Box 2898 P.O. Box 3005
Huntington Station, NY 11746 Northbrook, IL 60065-3005
- 8 -
<Page>
ARTICLE XVIII
ASSIGNMENT
This Agreement is binding upon Allstate and Allstate New York, their respective
representatives, successors and assigns. This Agreement is not assignable by
either party without the prior written consent of the other party.
ARTICLE XIX
MISCELLANEOUS
1. Failure of either Allstate New York or Allstate to enforce any of its
rights under this Agreement shall not constitute a waiver of such rights or
remedies exercisable hereunder.
2. If any provision of this Agreement should be determined to be invalid or
otherwise unenforceable under law, the remainder of this Agreement shall
not be affected thereby.
3. Article headings in this Agreement are for reference purposes only and
shall not be used to interpret this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
duplicate by their respective authorized officers.
ALLSTATE LIFE INSURANCE COMPANY
OF NEW YORK
By: /s/ James D. Clements
--------------------------------
Assistant Vice President,
Assistant Secretary and
Title: Assistant General Counsel
Attest: ---------------------------
/s/ Barry Paul Date: March 27, 1991
- ---------------------- -----------------------------
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Barry Paul
--------------------------------
Assistant Vice President &
Title: Corporate Actuary
Attest: ----------------------------
/s/ James D. Clements Date: March 25, 1991
- ---------------------- ------------------------------
- 9 -
<Page>
EXHIBIT A
REINSURED POLICIES
This Exhibit A is attached to and made a part of the Reinsurance Agreement,
effective January 1, 1991, by and between ALLSTATE LIFE INSURANCE COMPANY OF NEW
YORK of Huntington Station, New York and ALLSTATE LIFE INSURANCE COMPANY of
Northbrook, Illinois.
1. GROUP CONVERSION POLICIES:
Reinsured Policies of this Reinsurance Agreement include all insureds and
insured dependents with group conversion policies or certificates issued
before March 15, 1990, under the Accounts shown below:
64720202
63727001
<Page>
AMENDMENT NUMBER 1
TO THE REINSURANCE AGREEMENT
EFFECTIVE JANUARY 1, 1991
BETWEEN
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
(HEREINAFTER CALLED "ALLSTATE NEW YORK")
AND
ALLSTATE LIFE INSURANCE COMPANY
(HEREINAFTER CALLED "ALLSTATE")
IT IS HEREBY AGREED, that the Reinsurance Agreement effective January 1, 1991
between ALLSTATE NEW YORK and ALLSTATE (hereinafter "Agreement"), is amended as
provided below.
1. Effective December 31, 1995, Article VIII is hereby amended by adding the
following new paragraph:
ALLSTATE shall pay to ALLSTATE NEW YORK, no less frequently than
annually, any taxes incurred by ALLSTATE NEW YORK as a result of Section
848 of the Internal Revenue Code which concerns capitalization of policy
acquisition costs.
2. Effective December 31, 1995, Article VIII is hereby amended by adding the
following new paragraph:
ALLSTATE and ALLSTATE NEW YORK agree to an election under Treasury
Regulations 1-848-2(g)(8), as follows:
(a) For each taxable year under this Agreement, the party with net
positive consideration, as defined in the regulations promulgated
under Treasury Code Section 848, will capitalize specified policy
acquisition expenses with respect to this Agreement without regard
to the general deductions limitation of Section 848(c)(1);
(b) ALLSTATE NEW YORK and ALLSTATE agree to exchange information
pertaining to the amount of net consideration for all reinsurance
agreements in force between them to ensure consistency for purposes
of computing specified policy acquisition expenses. ALLSTATE NEW
YORK and ALLSTATE shall agree on the amount of such net
consideration for each taxable year no later than the May 1
following the end of such year.
(c) This election shall be effective for 1995 and for all subsequent
taxable years for which this Agreement remains in effect.
Except as amended hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
Page 1 of 2
<Page>
Allstate Life Insurance Company of New York
By /s/ James J. Brazda
-----------------------
Title CAO
-------------------
Date [9/21/95]
-------------------
Allstate Life Insurance Company
By /s/ C. Nelson Strom
-----------------------
Title AVP
-------------------
Date 9/21/95
-------------------
Page 2 of 2