0000839759-08-000151 Sample Contracts

AMENDED AND RESTATED PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION and ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
Participation Agreement • April 25th, 2008 • Allstate Life of N Y Var Life Sep Acct A • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the ___ day of __, 2008 by and among ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK, (hereinafter the "Company"), a __________________ corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III and VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS FUND V each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the "Fund").

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FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2008 • Allstate Life of N Y Var Life Sep Acct A • Colorado

THIS AGREEMENT, made and entered into this _____ day of ___________________, 2008 (the “Agreement”) by and among __________________________________, organized under the laws of the State of ___________________ (the “Company”), on behalf of itself and each separate account of the Company named in Schedule A to this Agreement, as may be amended from time to time (each account referred to as the “Account” and collectively as the “Accounts”); Financial Investors Variable Insurance Trust, an open-end management investment company organized under the laws of the State of Delaware (the “Fund”); ALPS Advisers, Inc., a corporation organized under the laws of the State of Colorado and investment adviser to the Fund (the “Adviser”); and ALPS Distributors, Inc., a corporation organized under the laws of the State of Colorado and principal underwriter/distributor of the Fund (the “Distributor”).

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