0001193125-10-291698 Sample Contracts

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EXHIBIT (J)(4) AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 3rd, 2011 • Variable Account B American Intl Life Assur Co of New York • New York
BY AND AMONG
Participation Agreement • January 3rd, 2011 • Variable Account B American Intl Life Assur Co of New York • Maryland
RECITALS
Shareholder Services Agreement • January 3rd, 2011 • Variable Account B American Intl Life Assur Co of New York
RECITALS
Selling Group Agreement • January 3rd, 2011 • Variable Account B American Intl Life Assur Co of New York • New York
RECITALS
Variable Account B American Intl Life Assur Co of New York • January 3rd, 2011 • Texas
AMENDMENT NO. 4 TO ADMINISTRATIVE SERVICES AGREEMENT
Variable Account B American Intl Life Assur Co of New York • January 3rd, 2011
December 2, 2010 Credit Suisse Trust 466 Lexington Avenue New York, NY 10017 Re: (1) Participation Agreement dated July 1, 2001 among American International Life Assurance Company of New York ("AI Life"), Credit Suisse Trust (formerly Credit Suisse...
Variable Account B American Intl Life Assur Co of New York • January 3rd, 2011

Re: (1) Participation Agreement dated July 1, 2001 among American International Life Assurance Company of New York ("AI Life"), Credit Suisse Trust (formerly Credit Suisse Warburg Pincus Trust), Credit Suisse Asset Management, LLC ("CSAM") and Credit Suisse Asset Management Securities, Inc. ("Participation Agreement") (2) Letter Agreement dated July 1, 2001 between AI Life and CSAM ("Services Agreement") (3) Rule 22c-2 Shareholder Information Agreement dated April 16, 2007 between Credit Suisse Asset Management Securities, Inc. and AI Life ("Rule 22c-2 Agreement") (the Participation Agreement, Services Agreement and Rule 22c-2 Agreement are collectively referred to hereinafter as the "Agreements")

AGREEMENT BETWEEN AMERICAN INTERNATIONAL GROUP, INC. AND AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
Variable Account B American Intl Life Assur Co of New York • January 3rd, 2011 • New York
November __, 2010 Neuberger Berman Advisers Management Trust 605 Third Avenue, 21st Floor New York, New York 10158-3698 Re: (1) Fund Participation Agreement dated May 1, 1998 among American International Life Assurance Company of New York ("AI Life"),...
Variable Account B American Intl Life Assur Co of New York • January 3rd, 2011

Re: (1) Fund Participation Agreement dated May 1, 1998 among American International Life Assurance Company of New York ("AI Life"), Neuberger & Berman Advisers Management Trust, Advisers Managers Trust and Neuberger & Berman Management Incorporated ("Participation Agreement") (2) Rule 22c-2 Shareholder Information Access Agreement dated April 16, 2007 between Neuberger Berman Management Inc. and AI Life ("Rule 22c-2 Agreement") (Participation Agreement and Rule 22c-2 Agreement are collectively referred to hereinafter as the "Agreements")

December ___, 2010 PIMCO Variable Insurance Trust 840 Newport Center Drive Suite 300 Newport Beach, California 92660 Re: (1) Participation Agreement dated April 1, 2000 among American International Life Assurance Company of New York ("AI Life"), PIMCO...
Variable Account B American Intl Life Assur Co of New York • January 3rd, 2011

Re: (1) Participation Agreement dated April 1, 2000 among American International Life Assurance Company of New York ("AI Life"), PIMCO Variable Insurance Trust (the "Trust") and Allianz Global Investors Distributors LLC (formerly PIMCO Funds Distributors LLC) ("Participation Agreement") (2) Services Agreement dated April 1, 2000 between AI Life and Pacific Investment Management Company ("Services Agreement") (3) PIMCO Variable Insurance Trust Services Agreement dated April 1, 2000 between the Trust and AI Life ("Trust Services Agreement") (4) Rule 22c-2 Amendment to Participation Agreement dated April 16, 2007 among Allianz Global Investors Distributors LLC, the Trust, AI Life, AIG Life Insurance Company ("AIG Life"), American General Life Insurance Company ("AGL") and The United States Life Insurance Company in the City of New York ("USL") ("Rule 22c-2 Agreement") (Participation Agreement, Services Agreement, Trust Services Agreement and Rule 22c-2 Agreement are collectively referred

November ___, 2010 Goldman Sachs Variable Insurance Trust One New York Plaza 37th Floor New York, New York 10004 Re: (1) Participation Agreement dated June 1, 1998 between American International Life Assurance Company of New York ("AI Life"), Goldman...
Variable Account B American Intl Life Assur Co of New York • January 3rd, 2011

Re: (1) Participation Agreement dated June 1, 1998 between American International Life Assurance Company of New York ("AI Life"), Goldman Sachs Variable Insurance Trust (the "Trust") and Goldman, Sachs & Co. ("Participation Agreement") (2) Variable Annuity Shareholder Information Agreement dated April 16, 2007 between Goldman, Sachs & Co. and AI Life ("Rule 22c-2 Agreement") (the Participation Agreement and Rule 22c-2 Agreement are collectively referred to hereinafter as the "Agreements")

Re: (1) Participation Agreement dated May 1, 1995 among American International Life Assurance Company of New York ("AI Life"), Variable Insurance Products Fund, and Fidelity Distributors Corporation ("Fidelity VIP I Participation Agreement") (2)...
Variable Account B American Intl Life Assur Co of New York • January 3rd, 2011

As you may already be aware, AI Life will be merging with and into The United States Life Insurance Company in the City of New York ("USL"), the surviving company, effective December 31, 2010 (hereinafter referred to as the "Merger").

December ___, 2010 Vanguard Variable Insurance Fund The Vanguard Group, Inc. P. O. Box 2600 Valley Forge, PA 19482 Re: (1) Participation Agreement dated September 2, 2003 among American International Life Assurance Company of New York ("AI Life"),...
Variable Account B American Intl Life Assur Co of New York • January 3rd, 2011

Re: (1) Participation Agreement dated September 2, 2003 among American International Life Assurance Company of New York ("AI Life"), Vanguard Variable Insurance Fund ("Vanguard VIF"), The Vanguard Group, Inc. and Vanguard Marketing Corporation ("Vanguard VIF Participation Agreement") (2) Fund Participation Agreement dated December 27, 2001 among AIG Life Insurance Company ("AIG Life"), on its own behalf and on behalf of AI Life, and The Vanguard Group, Inc. ("Vanguard Group Participation Agreement") (3) Rule 22c-2 Amendment to Agreements dated April 16, 2007 between Vanguard VIF, The Vanguard Group, Inc., Vanguard Marketing Corporation and AI Life ("Rule 22c-2 Agreement") (Vanguard VIF Participation Agreement, Vanguard Group Participation Agreement and Rule 22c-2 Agreement are collectively referred to hereinafter as the "Agreements")

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RECITALS
Trust Services Agreement • January 3rd, 2011 • Variable Account B American Intl Life Assur Co of New York • California
December 9, 2010 The Universal Institutional Funds, Inc. 522 Fifth Avenue New York, New York 10036 Re: (1) Participation Agreement, dated as of May 15, 1998, among American International Life Assurance Company of New York ("AI Life"), The Universal...
Variable Account B American Intl Life Assur Co of New York • January 3rd, 2011

Re: (1) Participation Agreement, dated as of May 15, 1998, among American International Life Assurance Company of New York ("AI Life"), The Universal Institutional Funds, Inc. (formerly Morgan Stanley Universal Funds, Inc.) ("UIF"), and Morgan Stanley Investment Management Inc. (formerly Morgan Stanley Asset Management Inc. and Miller Anderson & Sherrerd, LLP) ("MSIM") ("Participation Agreement"); (2) Letter Agreement, dated May 1, 2000, between MSIM and AI Life ("Fee Letter"); and (3) Rule 22c-2 Information Sharing and Restricted Trading Agreement, dated April 16, 2007, between Morgan Stanley Distribution, Inc. and AI Life ("Rule 22c-2 Agreement") (Participation Agreement, Fee Letter and Rule 22c-2 Agreement are collectively referred to hereinafter as the "Agreements")

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