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Allstate Life Insurance Co – ‘10-K’ for 12/31/03 – EX-10.7

On: Friday, 3/26/04, at 2:49pm ET · For: 12/31/03 · Accession #: 1047469-4-9521 · File #: 0-31248

Previous ‘10-K’: ‘10-K’ on 3/31/03 for 12/31/02 · Next: ‘10-K’ on 3/16/05 for 12/31/04 · Latest: ‘10-K’ on 2/28/20 for 12/31/19 · 56 References:

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/26/04  Allstate Life Insurance Co        10-K       12/31/03   11:464K                                   Merrill Corp/New/FA

Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         95    564K 
 6: EX-10.17    Material Contract                                      5     18K 
 7: EX-10.29    Material Contract                                      9     41K 
 2: EX-10.6     Material Contract                                     13±    52K 
 3: EX-10.7     Material Contract                                     13     69K 
 4: EX-10.8     Material Contract                                     11±    44K 
 5: EX-10.9     Material Contract                                      6     18K 
 8: EX-23       Consent of Experts or Counsel                          1      8K 
 9: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
10: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
11: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      7K

EX-10.7 — Material Contract
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Allstate Life Insurance Company of New York
1	1st Page - Filing Submission
8	Allstate Life Insurance Company of New York

EX-10.7 1st Page of 13 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                    EXHIBIT 10.7

 SELLING AGREEMENT
 ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK

Agreement, made this 17th day of May, 2001, by and among Allstate Life Insurance
Company of New York ("Allstate Life of New York"), a New York life insurance    
company; ALFS, Inc. ("ALFS"), a Delaware corporation; Allstate Financial        
Services ("Broker-Dealer" or "BD"), a New York corporation; and ________        
("Associated Insurance Agency"), a Delaware corporation.                        

ALLSTATE LIFE INSURANCE COMPANY OF         ALFS, INC.                           
NEW YORK                                                                        

By: /s/John R. Hunter                            By: /s/ Lisa A. Burnell        
   -----------------------------------        ----------------------------------

Title: V.P.                                Title: AVP & Chief Compliance Officer
      --------------------------------           -------------------------------
                                   Lisa A. Burnell

BROKER DEALER                              ASSOCIATED INSURANCE AGENCY          

Allstate Financial Services, LLC                                          
--------------------------------------                                          
(Name)                                                                          
2920 S 84th St                                          
--------------------------------------                                          
(Street Address)                                                                
Lincoln NE 68506                                            
--------------------------------------                                          
(City, State, Zip)                                                              

By: /s/ Carole Lambert                                                          
-----------------------------------                                       
Print Name: Carole Lambert                                                      
---------------------------                               
Title: VP, Operations                                                           
--------------------------------                                    

WHEREAS, Allstate Life of New York issues certain insurance products and group  
and individual insurance contracts/policies and certificates participating      
therein (collectively, "Contracts") described further in this Agreement and     
attached Schedules, some of which may be deemed securities ("Registered         
Contracts") under the Securities Act of 1933 ("1993 Act"); and                  

WHEREAS, Allstate Life of New York has appointed ALFS, a broker/dealer, as the  
Underwriter of the Registered Contracts; and                                    

WHEREAS, BD is a broker/dealer engaged in the sale of securities and other      
Investment products; and                                                        

WHEREAS, each Associated Insurance Agency is an Insurance agent in the states   
noted above; and                                                                

WHEREAS, in the event that Associated Insurance Agency and BD are the same      
person, the duties, responsibilities and privileges of Associated Insurance     
Agency under this Agreement shall be undertaken by BD; and                      

WHEREAS, Allstate Life of New York and ALFS propose to authorize BD and         
Associated Insurance Agency to solicit sales of the Contracts;                  

NOW THEREFORE, in consideration of the premises and mutual promises contained   
herein including the attached Schedule and Exhibits, the parties hereto agree as
follows:                                                                        

EX-10.7 2nd Page of 13 TOC 1st Previous Next ↓Bottom Just 2nd
1.   SUCCESSOR ORGANIZATIONS                                                    

a.   Allstate Life of New York shall, in its sole discretion, have the
          right to appoint a successor broker/dealer ("successor broker/dealer")
    to replace ALFS as Underwriter of the Registered Contracts. Upon
 appointment, successor broker/dealer shall assume all duties,
 responsibilities and privileges undertaken by ALFS under this
        Agreement. Allstate Life of New York shall provide written notice of
     such change in appointment to BD and Associated Insurance Agency.

b.   Upon written notice to ALFS, BD shall have the right to appoint a
      successor BD to assume its duties, responsibilities and privileges
under this Agreement. ALFS reserves the right to reject the 
       appointment of any successor BD and shall provide written notice of
such rejection to BD.                                       

     c.   Upon written notice to Allstate Life of New York, Associated Insurance
 Agency shall have the right to appoint a successor Associated
          Insurance Agency or additional Associated Insurance Agencies to assume
     its duties, responsibilities and privileges under this Agreement.
     Allstate Life reserves the right to reject the appointment of any
  successor Associated Insurance Agency or additional Associated
         Insurance Agencies and shall provide written notice of such rejection
to Associated Insurance Agency                              

2.   APPOINTMENT AND AUTHORIZATION                                              

ALFS hereby authorizes BD to solicit sales of the Contracts that are  
    described more specifically in the Commission Schedule(s) attached hereto.
  Allstate Life of New York hereby appoints Associated Insurance Agency to
   solicit sales of the Contracts. BD and Associated Insurance Agency accept
     such appointment and authorization, and each agrees to use its best efforts
to find purchasers of the Contracts acceptable to Allstate Life of    
New York.                                                             

3.   REPRESENTATIONS                                                            

  a.   Allstate Life of New York, ALFS, BD and Associated Insurance Agency
         each represents to one another that it and the officers signing above
        have full power and authority to enter into this Agreement, and that
this Agreement has been duly and validly executed by it and 
constitutes a legal, valid and binding agreement.           

   b.   ALFS represents to BD that ALFS (and any successor broker/dealer) is
  registered as a broker/dealer with the Securities and Exchange
    Commission (the "SEC") under the Securities Exchange Act of 1934
         ("1934 Act") and under the state securities laws of each Jurisdiction
          in which such registration is required for underwriting the Contracts,
     and that it is a member of the National Association of Securities
Dealers, Inc. (the "NASD").                                 

     c.   BD represents to ALFS that BD is, and at all times when performing its
          functions and fulfilling it obligations under this Agreement, will be,
     registered with the SEC as a broker/dealer under the 1934 Act and
      under the state securities laws of each jurisdiction in which such
        registration is required for the sale of the Contracts, and a member
       of the NASD. BD will notify ALFS in writing if such registration is
     terminated or suspended, and shall take all reasonable actions to
reinstate such registrations.                               

    d.   BD represents to ALFS that BD has adopted supervisory procedures, and
         its compliance manual addresses: (i) maintenance of appropriate level
          of net capital; (ii) suitability review; (iii) misrepresentations; and
(iv) churning/replacements.                                 

  e.   Associated Insurance Agency represents to ALFS and Allstate Life of
       New York that Associated Insurance Agency is, and at all times when
      performing its functions and fulfilling its obligations under this
    Agreement, will be, a properly licensed insurance agency in each
        jurisdiction in which such licensing is required for the sale of the
Contracts.                                                  

f.   Allstate Life of New York represents to BD that the Registered   
         Contracts, including any variable separate account(s) supporting such
        Registered Contracts, shall comply in all material respects with the
          registration and other applicable requirements of the 1933 Act and the
 Investment Company Act of 1940, and the rules and regulations
        thereunder, including the terms of any order of the SEC with respect
thereto.                                                    

  g.   Allstate Life of New York represents to BD and Associated Insurance
       Agency that the Contracts it issues have been filed and approved by
     the state insurance departments in such jurisdictions where it is
    authorized to transact business and such filing and approval are
required prior to the Issuance of Contracts therein.        

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h.   Allstate Life of New York represents to BD that the prospectuses 
          included in Allstate Life of New York's Registration Statement for the
       Registered Contracts, and in post-effective amendments thereto, and
        any supplements thereto, as filed or to be filed with the SEC, as of
    their respective effective dates, contain or will contain in all
          material respects all statements and information which are required to
       be contained therein by the 1933 Act and conform or will conform in
all material respects to the requirements thereof.          

4.   COMPLIANCE WITH REGULATORY REQUIREMENTS                                    

    BD shall abide by all rules and regulations of the NASD governing the sale
of the Variable Contracts, including, but not limited to, requirements
regarding (i) net capital; (ii) suitability review; (iii)             
misrepresentations; and (iv) churning/replacements. BD and Associated 
  Insurance Agency shall comply with all applicable state and federal laws
and the rules and regulations of governmental or regulatory agencies  
affecting or governing the sale of the Contracts. BD and Associated   
     Insurance Agency shall comply with all applicable administrative procedures
of Allstate Life of New York and ALFS.                                

5.   LICENSING AND/OR APPOINTMENT OF REPRESENTATIVES                            

    a.   BD and Associated Insurance Agency are hereby specifically authorized
       to designate those registered representatives of BD, or individuals
        associated with the Associated Insurance Agency ("Agents"), proposed
to be engaged in solicitation of sales of the Contracts for 
    appointment by Allstate Life of New York as individual insurance
  agents. BD and Associated Insurance Agency shall not propose a
    registered representative, or Agent, for appointment unless such
       representative, or Agent, is duly licensed as an insurance agent in
     the state(s) in which it is proposed that such representative, or
    Agent, engage in solicitations of sales of the Contracts. BD and
 Associated Insurance Agency together shall be responsible for
        registered representatives', and Agents', compliance with applicable
state insurance agent licensing laws.                       

b.   BD and Associated Insurance Agency shall assist Allstate Life of 
New York and ALFS in the appointment of BD's registered     
         representatives, and Agents, under applicable insurance laws, to sell
       the Contracts. BD and Associated Insurance Agency shall comply with
     Allstate Life of New York requirements for, including the General
   Letter of Recommendation (attached as Exhibit A), in submitting
  licensing or appointment documentation for proposed registered
         representatives and Agents. All such documentation shall be submitted
        by BD or Associated Insurance Agency to Allstate Life of New York or
its designated agent licensing administrator.               

 c.   BD and Associated Insurance Agency agree to allow Allstate Life of
          New York to use any agent appointment information in the possession of
    any of Allstate Life of New York's affiliates or subsidiaries to
       assist in appointing BD's registered representatives and Associated
    Insurance Agency's Agents to sell the Contracts under applicable
insurance laws.                                             

    d.   Allstate Life of New York reserves the right to refuse to appoint any
         such designated Individual or, once appointed, to terminate or refuse
          to renew the appointment of any such designated individual. Only those
        registered representatives who are duly licensed as Insurance agents
          and appointed by Allstate Life of New York (herein, "Representatives")
      shall have authority to solicit sales of the Contracts. Only those
        Agents who are registered representatives of BD shall have authority
    to solicit sales of the Registered Contracts. Agents who are not
      registered representatives of BD shall be limited to selling those
        Contracts which are not Registered Contracts ("Fixed Contracts"). BD
    and Associated Insurance Agency shall notify ALFS immediately in
        writing if any Representative appointed by Allstate Life of New York
ceases to be a registered representative of BD or if any    
       Representative or Agent ceases to be properly licensed in any state

6.   SUPERVISION OF REPRESENTATIVES AND AGENTS                                  

    a.   BD shall have full responsibility for training and supervision of all
    Representatives and all other persons associated with BD who are
          involved directly or indirectly in the offer or sale of the Registered
         Contracts, and all such persons shall be subject to the control of BD
        with respect to such persons' activities in connection with the sale
       of the Registered Contracts. Associated Insurance Agency shall have
          full responsibility for training and supervision of all Agents who are
         involved directly or indirectly in the offer or sale of the Contracts
    and for Agent's compliance with applicable state Insurance laws.

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   b.   Allstate Life of New York and ALFS shall not have responsibility for
        the training and supervision of any Representative or Agency. BD and
          Associated Insurance Agency each agree to comply with Allstate Life of
         New York's statement in support of the concepts in the Principles and
         Code of Ethical Market Conduct of the Insurance Marketplace Standards
          Association (the "IMSA Principles and Code"), as such statement may be
amended from time to time, and to engage in active and fair 
          competition as contemplated by the IMSA Principles and Code. A copy of
        Allstate Life of New York's current statement in support of the IMSA
Principles and Code is attached as Exhibit B.               

    c.   Before Representatives engage in the solicitation of applications for
     the Registered Contracts, BD and Associated Insurance Agency will
         cause the Representatives (1) to be registered representatives of BD;
          (2) to be licensed, registered or otherwise qualified under applicable
         federal and state laws to engage in the sale of the Contracts; (3) to
          be trained in the sale of the Contracts; and (4) to limit solicitation
          of applications for the Contracts to jurisdictions where Allstate Life
of New York has authorized such solicitations.              

d.   Before Representatives or Agents engage in the solicitation of   
          applications for the Fixed Contracts, Associated Insurance Agency will
          cause such individuals (1) to be licensed or otherwise qualified under
        applicable laws to engage in the sale of the Fixed Contracts; (2) to
   be trained in the sale of the Fixed Contracts; and (3) to limit
         solicitation of applications for the Fixed Contracts to jurisdictions
      where Allstate Life of New York has authorized such solicitations.

    e.   BD is specifically charged with the responsibility of supervising and
          reviewing its Representatives' use of sales literature and advertising
       and all other communications with the public in connection with the
          Contracts. With regard to Registered Contracts, no sales solicitation,
         including the delivery of supplemental sales literature or other such
       materials, shall occur, be delivered to, or used with a prospective
    purchaser unless accompanied or preceded by the appropriate then
   current prospectus(es), the then current prospectus(es) for the
      underlying funds funding any variable contracts (the "Funds") and,
        where required by state insurance law, the then current statement of
additional information for any variable contracts.          

     f.   BD shall execute any electronic or telephone orders only in accordance
       with the current prospectus applicable to the Contracts and agrees,
         that in consideration for the telephone transfer privileges, Allstate
         Life of New York will not be liable for any loss incurred as a result
  of acting upon electronic or telephone instructions containing
         unauthorized, incorrect or incomplete information received from BD or
its representatives.                                        

     g.   Upon request by Allstate Life of New York, BD and Associated Insurance
      Agency shall furnish appropriate records or other documentation to
         evidence BD's and Associated Insurance Agency's diligent supervision.

h.   In the event a Representative or Agent performs any unauthorized 
    transaction(s) with respect to a Contract(s), BD shall bear sole
        responsibility, shall notify Allstate Life of New York and shall act
     to terminate the sales activities of such Representative or Agent
relating to the Contract(s).                                

i.   In the event a Representative or Agent fails to meet the BD's or 
       Associated Insurance Agency's rules and standards, BD or Associated
       Insurance Agency, as the case may be, shall notify Allstate Life of
    New York and shall act to terminate the sales activities of such
Representative or Agent relating to the Contracts.          

7.   SALES PROMOTION MATERIAL AND ADVERTISING                                   

a.   BD, Associated Insurance Agency, Agents and Representatives, in  
         connection with the offer or sale of the Contracts or solicitation of
       a payment or other transaction under a Contract, shall not give any
     information or make any representations or statements, written or
oral, concerning the Contracts or a Fund, inconsistent with 
         information or representations contained, in the case of a Registered
        Contract, in the prospectus, statement of additional information and
        registration statement for the Contracts or such Fund, or in reports
        or proxy statements thereof, or in promotional, sales or advertising
          material or other information supplied and approved in writing by ALFS
        for such use, or in the case of Fixed Contracts, in the contracts or
    materials furnished by Allstate Life of New York. BD, Associated
  Insurance Agency, Agents and Representatives may not modify or
    represent that they may modify any such prospectus, statement of
         additional information, registration statement, promotional, sales or
advertising materials.                                      

  b.   No item of sales promotion materials or advertising relating to the
          Contracts, including any illustrations or software programs therefore,
shall be used by BD, Associated Insurance Agency, Agents or 
          Representatives unless the specific item has been provided by Allstate
      Life of New York and ALFS or has first been approved in writing by
         Allstate Life of New York and ALFS for use. Allstate Life of New York
         and ALFS reserve the right to recall any material provided by them at
any time for any reason, and BD and                         

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   Associated Insurance Agency shall promptly comply with any such
      request for the return of material and shall not use such material
thereafter.                                                 

8.   SOLICITING APPLICATIONS AND PAYMENTS                                       

a.   All applications for Contracts shall be made on application forms
   supplied by Allstate Life of New York. BD, Associated Insurance
  Agency, Agents and the Representatives shall not recommend the
   purchase of a Contract to a prospective purchaser unless it has
        reasonable grounds to believe that such purchase is suitable for the
          prospective purchaser and is in accordance with applicable regulations
     of any state insurance commission, and with respect to Registered
          Contracts, the SEC and the NASD. While not limited to the following, a
         determination of suitability shall be based on information concerning
       the prospective purchaser's insurance and investment objectives and
         financial situation and needs. All such determinations of suitability
 shall be approved by a Principal of BD before forwarding such
application to Allstate Life of New York and ALFS.          

b.   BD and Associated Insurance Agency shall review applications for 
completeness and correctness, as well as compliance with the
      suitability standards specified above. BD will promptly, but in no
         case later than the end of the next business day following receipt by
          BD or a Representative, forward to Allstate Life of New York according
          to administrative procedures all complete and correct applications for
       suitable transactions, together with any payments received with the
          applications, without deduction for compensation unless there has been
          a mutual arrangement for net wire transmissions between ALFS, Allstate
         Life of New York and BD. Allstate Life of New York reserves the right
     to reject any Contract application and return any payment made in
connection with an application that is rejected.            

    c.   Contracts issued on accepted applications will be forwarded to BD for
         delivery to the Contract Owner according to procedures established by
   Allstate Life of New York, unless Allstate Life of New York has
         provided otherwise. BD shall cause each such Contract to be delivered
         to the respective Contract Owner within five days after BD's receipt.
         BD shall be liable to Allstate Life of New York for any loss incurred
     by Allstate Life of New York (including consequential damages and
regulatory penalties) as a result of any delay by BD or a   
Representative in delivering such Contract.                 

    d.   BD, Associated Insurance Agency, Agents and Representatives shall not
         encourage a prospective purchaser to surrender or exchange a Contract
         in order to purchase another insurance policy or contract except when
         a change in circumstances makes the Contract an unsuitable investment
for the Contract owner.                                     

9.   PAYMENTS RECEIVED BY BD                                                    

   All premium payments (hereinafter collectively referred to as "Payments")
   are the property of Allstate Life of New York and shall be transmitted to
Allstate Life of New York by BD immediately upon receipt by BD or     
  Associated Insurance Agency or any Agent or Representative in accordance
  with the administrative procedures of Allstate Life of New York, without
any deduction or offset for any reason, including by example but not  
     limitation any deduction or offset for compensation claimed by BD, CUSTOMER
CHECKS SHALL BE MADE PAYABLE TO THE ORDER OF "ALLSTATE LIFE INSURANCE 
COMPANY OF NEW YORK." Allstate Life of New York reserves the right to 
reject any Payment for any reason.                                    

10.  COMMISSIONS PAYABLE                                                        

    a.   Commissions payable in connection with the Contracts shall be paid to
       Associated Insurance Agency according to the Commission Schedule(s)
  relating to this Agreement in effect at the time of receipt by
      Allstate Life of New York of the payment or transaction request on
          which such commissions are based. If available, a Commission Option(s)
          may: (1) be elected by BD and Associated Insurance Agency on behalf of
      all of its Representatives or Agents or (2) may be elected by each
         Representative or Agent at the time of Application. Any election made
          and applied to a Contract may not be changed and will be in effect for
        the life of the Contract. Allstate Life of New York and ALFS reserve
          the right to revise the Commission Schedule(s) for new business at any
      time upon at least thirty (30) days prior written notice to BD and
Associated Insurance Agency.                                

    b.   Compensation to the Representatives or Agents for Contracts solicited
   by the Representatives or Agents and issued by Allstate Life of
        New York will be governed by agreements between BD or the Associated
       Insurance Agency and their respective Representatives or Agents and
          payment thereof will be the BD's or Associated Insurance Agency's sole
responsibility.                                             

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11.  REFUND OF COMMISSIONS                                                      

If Allstate Life of New York is required to refund premiums or return 
     contract values and waive surrender charges on any Contract for any reason,
    then commission will be adjusted with respect to said premiums or Contract
     as set forth in the Commission Schedule, and any commission previously paid
  for said premiums must be refunded to Allstate Life of New York or ALFS.
    ALFS shall have the right to offset any such refundable commission against
    amounts otherwise payable by ALFS. ALFS agrees to notify BD and Associated
Insurance Agency within thirty (30) days after it receives notice from
Allstate Life of New York of any premium refund or a commission charge
back.                                                                 

12.  ASSOCIATED INSURANCE AGENCY                                                

BD and the Associated Insurance Agency represent that they are in     
     compliance with the terms and conditions of no-action letters issued by the
     staff of the SEC with respect to non-registration as a broker/ dealer of an
insurance agency associated with a registered broker/dealer. BD and   
    Associated Insurance Agency shall notify ALFS immediately in writing if BD
  and/or such agency fill to comply with any such terms and conditions and
    shall take such measures as may be necessary to comply with any such terms
  and conditions. If Associated Insurance Agency is the same person as BD,
  this Paragraph 12 does not apply, and BD shall undertake all the duties,
responsibilities and privileges under this Agreement.                 

13.  HOLD HARMLESS AND INDEMNIFICATION PROVISIONS                               

   a.   No party to this Agreement will be liable for any obligation, act or
        omission of any other party. BD and Associated Insurance Agency will
       hold harmless and indemnify Allstate Life of New York and ALFS, and
         conversely, Allstate Life of New York and ALFS will hold harmless and
        indemnify BD and Associated Insurance Agency for any loss or expense
 suffered as a result of the violation or noncompliance by the
         Indemnifying party of or with any applicable law or regulation or any
provision of this Agreement. Further, any BD violation or   
         noncompliance by an associated person, as defined in Article 1 of the
NASD By-Laws, would be covered under this provision.        

b.   Without limiting the above paragraph, in situations when "as of" 
        pricing is necessary in connection with the Contracts (and a loss is
          incurred to compensate the Contract owner for reduced Contract values)
    the party whose actions resulted in the loss will bear the costs
   according to pricing procedures established by Allstate Life of
New York.                                                   

14.  NON-ASSIGNABILITY PROVISION                                                

     This Agreement may not be assigned by any party except by mutual consent of
all other parties.                                                    

15.  NON-WAIVER PROVISION                                                       

   Failure of any party to terminate the Agreement for any of the causes set
    forth in this Agreement will not constitute a waiver of that party's right
to terminate this Agreement at a later time for any of these causes.  

16.  AMENDMENTS                                                                 

  Except as stated in Paragraph 10, no amendment to this Agreement will be
 effective unless it is in writing and signed by all the parties hereto.

17.  RECERTIFICATION                                                            

     BD and Associated Insurance Agency shall, on a periodic basis determined by
 Allstate Life of New York and ALFS, certify that they are in compliance
with all terms and provisions of this Agreement.                      

18.  INDEPENDENT CONTRACTORS                                                    

     BD and its Representatives, and Associated Insurance Agency and its Agents,
   are Independent contractors with respect to Allstate Life of New York and
ALFS.                                                                 

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19.  NOTIFICATION OF CUSTOMER COMPLAINTS OR DISCIPLINARY PROCEEDINGS            

  a.   BD and Associated Insurance Agency agree to notify ALFS promptly of
   any customer complaints or disciplinary proceedings against BD,
         Associated Insurance Agency or any Representatives of Agents relating
     to the Contracts or any threatened or filed arbitration action or
  civil litigation arising out of solicitation of the Contracts.

    b.   BD and Associated Insurance Agency shall cooperate with Allstate Life
          of New York in Investigating and responding to any customer complaint,
         attorney demand, or inquiry received from state insurance departments
  or other regulatory agencies or legislative bodies, and in any
    settlement or trial of any actions arising out of the conduct of
business under this Agreement.                              

 c.   Any response by BD or Associated Insurance Agency to an individual
         customer complaint will be sent to Allstate Life of New York and ALFS
       for approval not less than five (5) business days prior to it being
  sent to the customer, except that if a more prompt response is
     required, the proposed response may be communicated by telephone,
facsimile or in person.                                     

20.  BOOKS, ACCOUNTS AND RECORDS                                                

   a.   BD and Associated Insurance Agency agree to maintain books, accounts
       and records so as to clearly and accurately disclose the nature and
   details of transactions relating to the Contracts and to assist
         Allstate Life of New York and ALFS in the timely preparation of their
       respective books, accounts and records. BD and Associated Insurance
        Agency shall upon request submit such books, accounts and records to
         the regulatory and administrative bodies which have jurisdiction over
Allstate Life of New York or the Funds.                     

b.   Each party to this Agreement shall promptly furnish to the other 
       parties any reports and information which another party may request
for the purpose of meeting its reporting and record keeping 
    obligations under the Insurance laws of any state, and under the
federal and state securities laws or the rules of the NASD. 

21.  LIMITATIONS                                                                

No party other than Allstate Life of New York shall have authority on 
behalf of Allstate Life of New York to make, alter, or discharge any  
Contract issued by Allstate Life of New York to waive any forfeiture  
   provision or to grant, permit, or extend the time of making any Payments,
or to alter the forms which Allstate Life of New York may prescribe or
 substitute other forms in place of those prescribed by Allstate Life of
New York or to enter into any proceeding in a court of law or before a
     regulatory agency in the name of or on behalf of Allstate Life of New York.

22.  CONFIDENTIALITY                                                            

Each party to this Agreement shall maintain the confidentiality of any
   material designated as proprietary by another party, and shall not use or
  disclose such information without the prior written consent of the party
designating such material as proprietary.                             

23.  TERMINATION                                                                

   a.   This Agreement may be terminated at the option of any party upon ten
          (10) days written notice to the other parties, or at the option of any
        party hereto upon the breach by any party of the covenants and terms
       of this Agreement. Paragraph 13 shall survive any such termination.

   b.   This Agreement may be terminated immediately for cause upon an event
        of default. Such termination shall be deemed to occur as of the date
     immediately preceding the event of default. An "event of default"
    shall occur when the first of the (i) BD or Associated Insurance
         Agency files for bankruptcy, or financial or corporate reorganization
  under federal or state insolvency law; (ii) applicable laws or
         regulations prohibit BD or Associated Insurance Agency from continued
marketing of the Contracts.                                 

24.  NOTICE                                                                     

     a.   In the event of sale, transfer or assignment of a controlling interest
     in BD or Associated Insurance Agency, notice shall be provided in
      writing to Allstate Life of New York no less than thirty (30) days
prior to the closing date.                                  

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 b.   All notices to Allstate Life of New York and ALFS relating to this
    Agreement will be duly provided by certified or express mail to:

Allstate Life Insurance Company of New York                 
c/o General Counsel                                         
3100 Sanders Road                                           
Northbrook, Illinois 60062                                  

c.   All notices to BD and Associated Insurance Agency will be duly   
      provided if mailed to their respective address shown on the Agency
Specification/Signature Page(s).                            

25.  SEVERABILITY                                                               

Should any provision of this Agreement be held unenforceable, those   
provisions not affected by the determination of unenforceability shall
remain in full force and effect.                                      

26.  GOVERNING LAW                                                              

   This Agreement will be construed in accordance with the laws of the State
of New York.                                                          

 8

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 EXHIBIT A

GENERAL LETTER OF RECOMMENDATION

BD hereby certifies to Allstate Life Insurance Company of New York ("Allstate   
Life of New York") that all the following requirements will be fulfilled in     
conjunction with the submission of appointment papers for all applicants as     
agents of Allstate Life of New York submitted by BD. BD will, upon request,     
forward proof of compliance with same to Allstate Life of New York in a timely  
manner.                                                                         

1.   We have made a thorough and diligent inquiry and investigation   
          relative to each applicant's identity, residence, business reputation,
         and experience and declare that each applicant is personally known to
        us, has been examined by us, is known to be of good moral character,
has a good business reputation, is reliable, is financially 
         responsible and is worthy of appointment as a variable contract agent
of Allstate Life of New York. This inquiry and background   
  investigation has included a credit and criminal check on each
        applicant. Based upon our investigation, we vouch for each applicant
  and certify that each individual is trustworthy, competent and
      qualified to act as an agent for Allstate Life of New York to hold
himself out in good faith to the general public.            

   2.   We have on file the appropriate state insurance department licensing
      forms (i.e. B-300, B-301), or U-4 form which was completed by each
applicant. We have fulfilled all the necessary investigative
       requirements for the registration of each applicant as a registered
      representative through our NASD member firm, and each applicant is
presently registered as a NASD registered representative.   

     The above information in our files indicates no fact or condition
    which would disqualify the applicant from receiving a license or
        appointment and all the findings of all investigative information is
favorable.                                                  

 3.   We certify that all educational requirements have been met for the
    specific state each applicant is licensed in, and that, all such
     persons have fulfilled the appropriate examination, education and
training requirements.                                      

4.   We certify that each applicant will receive close and adequate   
       supervision, and that we will make inspection when needed of any or
        all risks written by these applicants, to the end that the insurance
interest of the public will be properly protected.          

 5.   We will not permit any applicant to transact insurance as an agent
      until duly licensed and appointed by Allstate Life of New York. No
         applicants have been given a contract or furnished supplies, nor have
          any applicants been permitted to write, solicit business, or act as an
          agent in any capacity on behalf of Allstate Life of New York, and they
       will not be so permitted until the certificate of authority applied
for is received.                                            

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 EXHIBIT B

 ETHICAL MARKET CONDUCT COMPLIANCE

BD and Associated Insurance Agency (also referred to as "you" or "your") are    
required to comply with Allstate Life of New York's policies and procedures     
concerning the replacement of life insurance policies and annuity policies. A   
replacement occurs whenever an existing life insurance policy or annuity is     
terminated, converted or otherwise changed in value.                            

For any transaction involving a replacement, Allstate Life of New York requires 
you to:                                                                         

    1.   recommend the replacement of an existing policy only when replacement
is in the best interest of the customer;                    

2.   fully disclose all relevant information to the customer, which   
         information includes: a) comparison of old and new premiums, expenses
          and surrender charges, cash values, and death benefits; b) any loss of
         cash value or policy value by surrendering the existing policy; c all
         guaranteed and maximum value of both policies; d) the fact that a new
         contestability and suicide period starts under the new policy; and e)
         the requirement that the customer must be re-underwritten for the new
policy;                                                     

  3.   provide state-required replacement notices to customers on the same
         day the application is taken and indicate on the application that the
       transaction involves the full or partial replacement of an existing
policy;                                                     

     4.   proceed with replacement of policies only after providing the customer
       with proper information and ensuring that the replacement is in the
customer's best interest and that their needs are met.      

BD and Associated Insurance Agency are required to adhere to Allstate Life of   
New York's rules and requirements concerning ethical market conduct, which      
require that you:                                                               

 1.   carefully evaluate the insurance needs and financial objectives of
          your clients, and use sales tools (e.g. policy illustrations and sales
 brochures) to determine that the insurance of annuity you are
proposing meets those needs;                                

2.   maintain a current license and valid appointment in all states in
       which you promote the sale of Allstate Life of New York products to
customers and keep current of changes in insurance laws and 
        regulations by reviewing the bulletins and newsletters that Allstate
Life of New York publishes;                                 

3.   comply with Allstate Life of New York policies concerning        
replacements, and refrain from providing false or misleading
    information about a competitor or competing product or otherwise
making disparaging remarks about a competitor;              

   4.   submit all advertising materials intended to promote the sale of any
     Allstate Life of New York product to the home office for approval
prior to use;                                               

5.   immediately report to Allstate Life of New York any customer     
    complaints, whether written or oral, and assist Allstate Life of
  New York in resolving the complaint to the satisfaction of all
parties;                                                    

    6.   communicate these standards to any producers or office personnel that
     you directly supervise and request their agreement to be bound by
these conditions as well.                                   

Allstate Life of New York and ALFS may terminate this Agreement without notice  
if you fall to comply with Allstate Life of New York's rules and requirements   
concerning the replacement of life insurance and annuities and Allstate Life of 
New York's rules and requirements concerning ethical market conduct.            

Your right to any commissions, or any other thing of value shall cease if you   
violate laws and regulations governing unfair trade practices, life insurance   
and annuity advertising, replacement of life insurance and annuities, sales     
illustrations and agent licensing.                                              

By promoting the sale of an Allstate Life of New York product to a customer, you
agree to be bound by the terms and conditions of this Addendum without          
modification.                                                                   

10

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SCHEDULE A

 SCHEDULE OF COMMISSIONS

Subject to terms and conditions of the Selling Agreement, Associated Insurance  
Agency shall be compensated for VA Contracts issued according to the following  
chart (based upon the option selected in writing by each Agent or               
Representative):                                                                

AIM LIFETIME PLUS VARIABLE ANNUITY                        

                                                                [Download Table]

                                   COMMISSION OPTIONS      
                             ------------------------------
     ISSUE AGE                    A                 B      
-----------------------------------------------------------
                                                           
       0-80                     5.75%*            4.75%*   
                               no trail        .25% trail**

       81-85                    4.75%*            3.50%*   
                               no trail        .25% trail**

       86-90                    2.50%*            1.25%*   
                               no trail        .25% trail**

*  =  Based upon purchase payment.                                              

** =  Trail commissions are based on the Contract Value on the last day of each 
    contract quarter beginning with the last day of the 15th contract month.
   Trail commissions will be paid each calendar quarter beginning with the
    first calendar quarter following the 15th contract month and ending when
      the contract is annuitized; the contract must be in effect through the end
of the contract quarter for a trail commission to be paid.          

COMMISSION CHARGEBACKS

                                                        [Enlarge/Download Table]

                                    PERIOD OF                                                               
        TRANSACTION                 CHARGEBACK                  CHARGEBACK                 PLEASE NOTE      
------------------------------------------------------------------------------------------------------------
                                                                                                            
         Surrender             During the "free look"       100% of commission               N/A            
                                       period                                                               

       Annuitization          Months 1-12 following a       Commission will be       For issue ages 81-85 on
                                  purchase payment        adjusted to equal 4.25%   Option B and ages 86-90,
                                                                                       Options A and B, no  
                                                                                     adjustment will be made

11

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 SCHEDULE OF COMMISSIONS

Subject to terms and conditions of the Selling Agreement, Associated Insurance  
Agency shall be compensated for VA Contracts issued according to the following  
chart (based upon the option selected in writing by each Agent or               
Representative);                                                                

AIM LIFETIME PLUS II VARIABLE ANNUITY                     

                                                                [Download Table]

                                   COMMISSION OPTIONS      
                             ------------------------------
     ISSUE AGE                    A                 B      
-----------------------------------------------------------
                                                           
       0-80                     5.75%*            4.75%*   
                               no trail        .25% trail**

       81-85                    4.75%*            3.50%*   
                               no trail        .25% trail**

       86-90                    2.75%*            2.25%*   
                               no trail        .25% trail**

*  =  Based upon purchase payment.                                              

** =  Trail commissions are based on the Contract Value on the last day         
     of each contract quarter beginning with the last day of the 15th contract
      month. Trail commissions will be paid each calendar quarter beginning with
   the first calendar quarter following the 15th contract month and ending
   when the contract is annuitized; the contract must be in effect through
the end of the contract quarter for a trail commission to be paid.  

COMMISSION CHARGEBACKS

                                                        [Enlarge/Download Table]

                                    PERIOD OF                                                               
        TRANSACTION                 CHARGEBACK                  CHARGEBACK                 PLEASE NOTE      
------------------------------------------------------------------------------------------------------------
                                                                                                            
         Surrender             During the "free look"       100% of commission                N/A           
                                       period                                                               

       Annuitization          Months 1-12 following a       Commission will be       For issue ages 81-85 on
                                  purchase payment        adjusted to equal 4.25%   Option B and ages 86-90,
                                                                                       Options A and B, no  
                                                                                     adjustment will be made

12

EX-10.7 Last Page of 13 TOC 1st Previous Next ↓Bottom Just 13th
SCHEDULE A

 SCHEDULE OF COMMISSIONS

Subject to terms and conditions of the Selling Agreement, Associated Insurance  
Agency shall be compensated for VA Contracts issued according to the following  
chart (based upon the option selected in writing by each Agent or               
Representative):                                                                

ALLSTATE SELECT DIRECTIONS(SM) VARIABLE ANNUITY                   

                                                                [Download Table]

                                   COMMISSION OPTIONS      
                             ------------------------------
     ISSUE AGE                    A                 B      
-----------------------------------------------------------
                                                           
       All                      7.0%*             5.5%*    
                               no trail        .40% trail**

*  =  Based upon purchase payment.                                              

** =  Trail commissions are based on the Contract Value on the last day of each 
contract quarter beginning with the last day of the 15th contract month. Trail  
commissions will be paid at the end of the calendar month in which the contract 
quarter ends beginning with the 15th contract month and ending when the contract
is annuitized. The contract must be in effect through the end of the calendar   
month for a trail commission to be paid.                                        

COMMISSION CHARGEBACKS

                                                        [Enlarge/Download Table]

                                    PERIOD OF                                                               
        TRANSACTION                 CHARGEBACK                  CHARGEBACK                 PLEASE NOTE      
------------------------------------------------------------------------------------------------------------
                                                                                                            
         Surrender           During the first contract      100% of commission.                             
                                        year                                                                

13

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56 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/29/24  Lincoln Benefit Life Co.          POS AM                 5:3.8M
 3/29/24  Lincoln Benefit Life Co.          POS AM                 5:3.9M
 3/28/24  Everlake Life Insurance Co.       POS AM                 3:3.5M                                   Workiva Inc Wde… FA01/FA
 3/28/24  Everlake Life Insurance Co.       POS AM                 3:3.5M                                   Workiva Inc Wde… FA01/FA
 3/28/24  Everlake Life Insurance Co.       POS AM                 3:3.6M                                   Workiva Inc Wde… FA01/FA
 3/28/24  Everlake Life Insurance Co.       POS AM                 4:4.1M                                   Lincoln Benefit Life Co.
 3/28/24  Everlake Life Insurance Co.       POS AM                 4:3.7M                                   Lincoln Benefit Life Co.
 3/28/24  Everlake Life Insurance Co.       POS AM                 4:3.7M                                   Lincoln Benefit Life Co.
 3/28/24  Everlake Life Insurance Co.       POS AM                 4:3.7M                                   Lincoln Benefit Life Co.
 3/28/24  Everlake Life Insurance Co.       POS AM                 4:3.7M                                   Lincoln Benefit Life Co.
 3/28/24  Everlake Life Insurance Co.       POS AM                 4:3.7M                                   Lincoln Benefit Life Co.
 4/17/23  Lincoln Benefit Life Co.          POS AM                 5:4.4M                                   Workiva Inc Wde… FA01/FA
 4/17/23  Lincoln Benefit Life Co.          POS AM                 5:4.4M                                   Workiva Inc Wde… FA01/FA
 3/30/23  Everlake Life Insurance Co.       S-1                    5:5.7M                                   Workiva Inc Wde… FA01/FA
 3/30/23  Everlake Life Insurance Co.       S-1                    5:5.7M                                   Workiva Inc Wde… FA01/FA
 3/30/23  Everlake Life Insurance Co.       S-1                    5:5.7M                                   Workiva Inc Wde… FA01/FA
 3/30/23  Everlake Life Insurance Co.       S-1         3/31/23    5:4.1M                                   Lincoln Benefit Life Co.
 3/30/23  Everlake Life Insurance Co.       S-1         3/31/23    5:3.7M                                   Lincoln Benefit Life Co.
 3/30/23  Everlake Life Insurance Co.       S-1         3/31/23    5:3.7M                                   Lincoln Benefit Life Co.
 3/30/23  Everlake Life Insurance Co.       S-1         3/31/23    5:3.8M                                   Lincoln Benefit Life Co.
 3/30/23  Everlake Life Insurance Co.       S-1                    5:3.7M                                   Lincoln Benefit Life Co.
 3/30/23  Everlake Life Insurance Co.       S-1                    5:3.7M                                   Lincoln Benefit Life Co.
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  128:26M                                    Workiva Inc Wde… FA01/FA
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  128:26M                                    Workiva Inc Wde… FA01/FA
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  128:26M                                    Workiva Inc Wde… FA01/FA
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  127:25M                                    Lincoln Benefit Life Co.
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  127:25M                                    Lincoln Benefit Life Co.
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  127:25M                                    Lincoln Benefit Life Co.
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  127:25M                                    Lincoln Benefit Life Co.
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  127:25M                                    Lincoln Benefit Life Co.
 3/31/22  Lincoln Benefit Life Co.          S-1/A                  8:4.3M                                   Workiva Inc Wde… FA01/FA
 3/31/22  Lincoln Benefit Life Co.          S-1         4/01/22    8:4.3M                                   Workiva Inc Wde… FA01/FA
 3/30/22  Everlake Life Insurance Co.       POS AM               137:99M                                    Lincoln Benefit Life Co.
12/10/21  Lincoln Benefit Life Co.          S-1                    2:3.4M                                   Workiva Inc Wde… FA01/FA
 4/27/21  Allstate Life Ins Co. of New York S-1/A       4/26/21  110:22M                                    Workiva Inc Wde… FA01/FA
 4/21/21  Allstate Life Ins Co. of New York CORRESP¶    4/01/24    1:2.7M                                   Workiva Inc Wde… FA01/FA
 4/15/21  Lincoln Benefit Life Co.          S-1/A¶      4/15/21    7:3.1M                                   Workiva Inc Wde… FA01/FA
 4/15/21  Lincoln Benefit Life Co.          S-1/A¶      4/15/21    7:3.1M                                   Workiva Inc Wde… FA01/FA
 4/15/21  Lincoln Benefit Life Co.          S-1/A¶      4/15/21    9:4.2M                                   Workiva Inc Wde… FA01/FA
 4/15/21  Lincoln Benefit Life Co.          S-1/A¶      4/15/21    7:3.1M                                   Workiva Inc Wde… FA01/FA
 4/15/21  Lincoln Benefit Life Co.          S-1/A                  6:3.5M                                   Workiva Inc Wde… FA01/FA
 3/30/21  Allstate Life Ins Co. of New York S-1                  112:22M                                    Workiva Inc Wde… FA01/FA
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Workiva Inc Wde… FA01/FA
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Workiva Inc Wde… FA01/FA
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Workiva Inc Wde… FA01/FA
 3/30/21  Everlake Life Insurance Co.       POS AM               124:24M                                    Allstate Life Ins Co… NY
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Allstate Life Ins Co… NY
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Allstate Life Ins Co… NY
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Allstate Life Ins Co… NY
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Allstate Life Ins Co… NY
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Allstate Life Ins Co… NY
 3/30/21  Lincoln Benefit Life Co.          S-1         3/31/21    2:2.3M                                   Workiva Inc Wde… FA01/FA
 3/30/21  Lincoln Benefit Life Co.          S-1         3/31/21    2:2.7M                                   Workiva Inc Wde… FA01/FA
 3/30/21  Lincoln Benefit Life Co.          S-1         3/31/21    2:2.3M                                   Workiva Inc Wde… FA01/FA
 3/30/21  Lincoln Benefit Life Co.          S-1         3/31/21    2:2.3M                                   Workiva Inc Wde… FA01/FA
 3/30/21  Lincoln Benefit Life Co.          S-1                    2:3.4M                                   Workiva Inc Wde… FA01/FA

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Filing Submission 0001047469-04-009521 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Allstate Life Insurance Co – ‘10-K’ for 12/31/03 – EX-10.7

On: Friday, 3/26/04, at 2:49pm ET · For: 12/31/03 · Accession #: 1047469-4-9521 · File #: 0-31248

Annual Report — Form 10-KFiling Table of Contents

EX-10.7 — Material ContractExhibit Table of Contents

56 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K
Filing Table of Contents

EX-10.7 — Material Contract
Exhibit Table of Contents