0001193125-10-291698 Sample Contracts

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EXHIBIT (J)(4) AGREEMENT AND PLAN OF MERGER
Merger Agreement • January 3rd, 2011 • Variable Account B American Intl Life Assur Co of New York • 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"),...
Fund Participation Agreement • January 3rd, 2011 • Variable Account B American Intl Life Assur Co of New York

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")

RECITALS
Shareholder Services Agreement • January 3rd, 2011 • Variable Account B American Intl Life Assur Co of New York
BY AND AMONG
Participation Agreement • January 3rd, 2011 • Variable Account B American Intl Life Assur Co of New York • Maryland
AMENDMENT NO. 4 TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative 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
Services Agreement • January 3rd, 2011 • Variable Account B American Intl Life Assur Co of New York • California
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)...
Participation Agreement • January 3rd, 2011 • Variable Account B American Intl Life Assur Co of New York

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").

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...
Participation Agreement • January 3rd, 2011 • Variable Account B American Intl Life Assur Co of New York

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")

RECITALS
Intermediary Agreement • January 3rd, 2011 • Variable Account B American Intl Life Assur Co of New York • Texas
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...
Participation Agreement • January 3rd, 2011 • Variable Account B American Intl Life Assur Co of New York

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
Termination Notice • January 3rd, 2011 • Variable Account B American Intl Life Assur Co of New York • New York
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