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Exhibit 10.21
ALLSTATE BANK
VARIABLE ANNUITY SERVICE SUPPLEMENT TO
CASH MANAGEMENT SERVICES MASTER AGREEMENT
This Service Supplement amends the Cash Management Services Master
Agreement, as amended (the "Agreement") between Allstate Bank, formerly known as
Allstate Federal Savings Bank ("Bank"), and certain other parties.
PARTIES TO THE AGREEMENT. The Agreement is hereby amended to include Allstate
Life Insurance Company of New York ("ALICNY") as a party and as to ALICNY, New
York law shall apply to the Agreement.
ESTABLISHMENT OF ACCOUNTS.
Under the Agreement and this Supplement, Bank will open new deposit
accounts ("Account") for Allstate Life Insurance Company, Lincoln Benefit Life
Company and Allstate Life Insurance Company of New York and any other party to
the Agreement applying to the Bank for an account (together the "Annuity
Companies" and individually each an "Annuity Company"). Deposits to and
withdrawals from each Account will be made solely through electronic transfers
by wire or through an automated clearinghouse ("ACH").
VARIABLE ANNUITY SERVICES FUND TRANSFERS.
(a) The Annuity Companies invest the funds received from the
sale of variable annuities to their customers and, under their annuity
contracts, must make payments to their customers on a periodic basis and/or upon
termination or surrender of annuity contracts. The Annuity Companies need an
efficient way to arrange for payments to their Customers. Bank, through the
Accounts and the related fund transfer services it provides, can facilitate
these payments.
(b) It is contemplated that each Annuity Company will arrange
for wire or ACH transfers of funds to its Account from time to time, as needed,
to provide funds required for anticipated payment obligations to its Customers.
Bank will accept such electronic transfers. Pursuant to transfer instructions
communicated to Bank by an Annuity Company in accordance with the Agreement, at
the prompting of the treasury department for an Annuity Company, Bank will
electronically transmit to an Account (the "Recipient Account") designated by
such Annuity Company funds that have been deposited into such Annuity Company's
Account, provided that Bank shall not be required: (i) to effect more than one
electronic transfer from any Account on any single business day; or (ii) to
transfer any funds that have not been received on a prior business day prior to
the cut-off time established by Bank. There shall be a single Recipient Account
linked to each Account at all times.
(c) As required or appropriate, Bank shall adjust transfers
to the Recipient Account to reflect any reversals or necessary adjustments on
prior deposits and withdrawals, or alternatively bill or make payment to the
applicable Annuity Company.
INTEREST AND FEES. No interest will be paid on funds in the Accounts. Bank will
charge each Annuity Company the applicable fees set forth on the ACH and Wire
Transfer Pricing schedule to the Agreement, as such schedule may be modified
from time to time (the "Fee Schedule").
OPERATIONAL AND SECURITY PROCEDURES. Each Annuity Company shall follow the
operational and security procedures set forth in Exhibit A below and as set
forth in the Agreement.
POTENTIAL OVERDRAFTS. Each Annuity Company promises to maintain reasonable
procedures to assure that it does not incur overdrafts in its Account(s).
Nevertheless, the parties acknowledge that overdrafts, including intraday
overdrafts, may occur from time to time. In the event that Bank notifies any
Annuity Company that one of its Accounts is overdrawn, the Annuity Company will
use reasonable commercial efforts to cover the overdraft prior to the end of the
day and will, in any event, cover the overdraft no later than the following
business day, as early in the day as practicable.
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STATUS OF AGREEMENT. All provisions of the Agreement shall apply to the Services
contemplated by this Supplement. However, in the event of any conflict between
the terms of this Supplement and the other provisions of the Agreement, the
terms of this Supplement shall control.
AMENDMENTS.
Notwithstanding any language in the Agreement to the contrary, Bank may effect
amendments to this Service Supplement that apply to some but not all of the
other parties to the Agreement by giving the requisite notice to the affected
parties only.
IN WITNESS WHEREOF, the affected parties have executed this Supplement which is
effective as of the date first above written.
ALLSTATE LIFE INSURANCE COMPANY ALLSTATE BANK
ALLSTATE LIFE INSURANCE COMPANY
OF NEW YORK
LINCOLN BENEFIT LIFE COMPANY
By: /s/ Barry S. Paul By: /s/ Clay S. Green
------------------------ -----------------
BARRY S. PAUL, ASSISTANT Name: Clay S. Green
TREASURER -----------------
Name: /s/ Nancy M. Bufalino Title: President
------------------------ -----------------
NANCY M. BUFALINO
DATE: 11/10/2005
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EXHIBIT A
Operational and Security Procedures
ISSUANCE OF PAYMENT ORDERS.
FORMAT, CUT-OFF TIME. Orders for payment ("Payment Orders") are subject to the
Bank's acceptance, and will be received and processed only on Bank's funds
transfer business days. All outgoing Payment Orders received after 2:00 p.m.
Central Time will be processed the next business day. The Bank must receive
requests for cancellations or amendments of Payment Orders not later than 2:00
p.m., Central Time, on the funds transfer business day preceding the day for
execution of the Payment Order.
INSUFFICIENT FUNDS. If honoring a Payment Order would cause the Account of
Customers designated in the Payment Order to be overdrawn, Bank MAY, but has no
obligation to, execute the Payment Order, and (a) create an overdraft in such
Account, (b) transfer to the designated Account from any other account of
Customers, funds sufficient to cover the deficiency in the designated Account.
Customers promise to repay any such overdraft, plus any overdraft fee, on
demand, and to pay Bank's costs of collection and reasonable attorneys fees.
REJECTION OF PAYMENT ORDER. Bank may notify Customers of its rejection of any
Payment Order or request for an amendment or cancellation of a Payment Order by
telephone, facsimile transmission, electronic transmission, or other written
notice.
CANCELLATION OF PAYMENT ORDERS. Customers may cancel or amend a Payment Order
only if Bank receives the communication before Bank's cut-off time and has a
reasonable opportunity to act on it before accepting the Payment Order. However,
Bank will have no liability if such cancellation or amendment is not effected.
The communication of a cancellation or amendment must be presented in conformity
with the same security procedures that have been agreed to for Payment Orders.
In addition, prior to honoring any request to cancel or amend a Payment Order,
the Bank may require the Customers to deliver an indemnification supported by a
bond or other security in a form and amount acceptable to the Bank, and to take
such other actions as reasonably requested by the Bank.
SECURITY PROCEDURES.
Customers and Bank have established a secured interface through which Customers
communicates its Payment Orders to Bank. In the event that interface is not
available Customers will send Payment Orders to Bank via facsimile machine
(847-968-6717) or other number designated by Bank. In the event that the Payment
Order utilizes a repetitive template (that is, one in which all payment
information is predefined and the only variable information is the dollar
amount) no callback will be made. If the Payment Order is non-repetitive Bank
will rely on other security procedures including callbacks (to the Authorized
Individual(s) as designated on the "Organization Account Authorization" and an
Authorized Individual specific personal identification number ("PIN") as the
MEANS of validating Payment Order information and monitoring transactions.
Customers agrees that any such security procedure is a commercially reasonable
method of providing security against unauthorized payment orders in light of the
amount of the Payment Order and other relevant factors.
ACCOUNT AGREEMENT.
Bank may issue administrative rules and procedures for time to time, which will
be binding on Customers after it receives written notice of the rules and
procedures. In addition, Bank's rights and obligations with respect to
Customers' Account are subject to the terms of Bank's Deposit Agreement and
Disclosure, as in effect from time to time.
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REPORT OF DISCREPANCIES.
Customers must promptly report in writing any discrepancy between Customer's
records of Payment Orders and the notice Customers receive of the execution of
any Payment Order. Customers agree that fourteen (14) days is a reasonable time
for Customers to notify Bank of discrepancies, including unauthorized and
erroneous Payment Orders.
Customers will provide Bank with all information reasonably requested in
connection with any discrepancy. Except as otherwise required by law, Customers
will not be entitled to interest on any refundable amount. If Bank can prove
that Customers failed to perform any duties with respect to an erroneous payment
and that Bank has incurred a loss as a result of the failure, Customers will be
liable to Bank for the amount of the loss not exceeding the amount of the
Payment Order.
NAME/IDENTIFYING NUMBER INCONSISTENCIES OR OTHER ERRORS.
In executing a Payment Order, Bank and other banks involved in the transfer may
rely on the identifying number (e.g. Fedwire routing number or account number)
of any credit party as instructed in the Payment Order, even if that number
identifies a person different from the named beneficiary. Customers assume full
responsibility for any inconsistency between the name and identifying number of
any credit party. Bank is not responsible for detecting any error contained in
Payment Order sent by Customer to Bank.
BAI FILE TRANSMISSION SCHEDULE
For all Bank business days, by 5AM, Allstate Bank will deliver to a Treasury
provided location an encrypted Prior Day Balance file including account
transactions, account balances and file totals.
For all Bank business days, by 9AM, Allstate Bank will deliver to a Treasury
provided location an encrypted Current Day Balance file including account
transactions and file totals.
Both of these files will follow BAI Cash Management Balance Reporting
Specifications version 2 formatting rules. In cases where either of these files
cannot be delivered by the time indicated, Allstate Bank IT will provide hourly
problem resolution status to Treasury until the problem is corrected.
WIRE PROCESSING SCHEDULE
Allstate Bank will provide secure system access for Treasury to process payment
orders between the hours of 8AM and 3PM on all bank business days. If that
processing window must be extended on any given day, notice must be given to the
bank prior to 2PM.
Security
System access security includes usage of both client certificates and system
userid/passwords following Allstate Financial Technology security standards.
BUSINESS CONTINUITY
DDA Failure prior to BAI Transmission:
Allstate Bank IT will open a problem ticket with Fidelity at a level of
"Severity One". A "Sev-One" requires hourly updates by Fidelity. Allstate Bank
also commits to hourly updates of Allstate's Treasury department until the issue
is resolved.
DDA Failure during wire processing:
If the DDA system fails during the daily wire processing, the wire requests
initiated by Allstate's Treasury department will back-up in the Browser's
Pending Queue. In the event of such an occurrence, Allstate Bank will manually
execute wires. And once the DDA is back online, the Allstate Bank will manually
update the corresponding DDAs.
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ALLSTATE BANK CONTACT LIST
Below is a contact list for any questions pertaining to wire processing:
Phone Number Pager #
Doug Carpenter 847-968-6857
Debbie Bradel 847-968-6841 1-800-759-8888 PIN 1152223
FAX NUMBER 847-968-6717
NOTE: THE INDIVIDUALS NAMED IN THIS DOCUMENT MAY BE CHANGED VIA WRITTEN
COMMUNICATION TO THE DIRECTOR OF CASH OPERATIONS AT ALLSTATE BANK. ALLSTATE BANK
WILL NOTIFY ANNUITY COMPANIES IN WRITING OF ANY CHANGE TO THE ALLSTATE BANK
INDIVIDUALS NAMED IN THIS DOCUMENT.
MISCELLANEOUS.
Customers will provide Bank with all information reasonably requested in
connection with any discrepancy. Except as otherwise required by law, Customers
will not be entitled to interest on any refundable amount. If Bank can prove
that Customers failed to perform any duties with respect to an erroneous payment
and that Bank has incurred a loss as a result of the failure, Customers will be
liable to Bank for the amount of the loss not exceeding the amount of the
Payment Order.
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