POS AM 1 alicchoicerates3.txt ALIC CHOICERATE As filed with the Securities and Exchange Commission on April 26, 2007 ----------------------------------------------------------------------- FILE NO. 333-123847 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALLSTATE LIFE INSURANCE COMPANY (Exact Name of Registrant) ILLINOIS (State or Other Jurisdiction of Incorporation or Organization) 36-2554642 (I.R.S. Employer Identification Number) 3100 SANDERS ROAD NORTHBROOK, ILLINOIS 60062 847/402-5000 (Address and Phone Number of Principal Executive Office) MICHAEL J. VELOTTA SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL ALLSTATE LIFE INSURANCE COMPANY 3100 SANDERS ROAD, SUITE J5B NORTHBROOK, ILLINOIS 60062 847/402-5000 (Name, Complete Address and Telephone Number of Agent for Service) COPIES TO: JOCELYN LIU, ESQUIRE ALLSTATE LIFE INSURANCE COMPANY 3100 SANDERS ROAD, SUITE J5B NORTHBROOK, IL 60062 Approximate date of commencement of proposed sale to the public: The annuity contracts and market value adjustment interests thereunder covered by this registration statement are to be issued promptly and from time to time after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: /X/ Explanatory Note Registrant is filing this post-effective amendment ("Amendment") to add a corrected Exhibit 24(b) to the registration statement. The Exhibit 24(b) replaces the Exhibit 24(b)filed in Post-Effective Amendment No. 3 to the registration statement on April 18, 2007 ("Post-Effective Amendment No. 3"). The prospectus describing the Contract filed in Post-Effective Amendment No. 3 is incorporated herein by reference. The Amendment is not intended to amend or delete any part of the registration statement, except as specifically noted herein. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Part II is hereby amended to replace the Exhibit 24(b) filed in Post-Effective Amendment No. 3 with the following: ITEM 16. EXHIBITS. (24) (b) Powers of Attorney for Michael B. Boyle, James W. Hohmann, George E. Ruebenson and Thomas J. Wilson, II filed herewith. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Township of Northfield, State of Illinois on the 25th day of April, 2006. ALLSTATE LIFE INSURANCE COMPANY (REGISTRANT) By: /s/MICHAEL J. VELOTTA --------------------------------------- Michael J. Velotta Senior Vice President, Secretary and General Counsel Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on the 25th day of April, 2006. /s/MICHAEL J. VELOTTA Senior Vice President, Secretary, --------------------- General Counsel and Director Michael J. Velotta */DAVID A. BIRD Senior Vice President and Director ------------------ David A. Bird */MICHAEL B. BOYLE Vice President and Director ------------------ Michael B. Boyle */DANNY L. HALE Director ------------------- Danny L. Hale */JAMES E. HOHMANN Director, President and Chief Executive Officer ------------------ (Principal Executive Officer) James E. Hohmann */JOHN C. LOUNDS Senior Vice President and Director ----------------- John C. Lounds */SAMUEL H. PILCH Group Vice President and Controller ----------------- (Principal Accounting Officer) Samuel H. Pilch */JOHN C. PINTOZZI Senior Vice President, Chief Financial ------------------ Officer and Director John C. Pintozzi (Principal Financial Officer) */GEORGE E. RUEBENSON Director ------------------ GEORGE E. RUEBENSON */ERIC A. SIMONSON Senior Vice President, Chief Investment ------------------ Officer and Director Eric A. Simonson */KEVIN R. SLAWIN Senior Vice President and Director ------------------ Kevin R. Slawin */DOUGLAS B. WELCH Senior Vice President and Director ------------------ Douglas B. Welch */THOMAS J. WILSON, II Director and Chairman of the Board ------------------ Thomas J. Wilson, II */ By Michael J. Velotta, pursuant to Powers of Attorney previously filed or filed herewith. EXHIBIT LIST The following exhibits are filed herewith: Exhibit No. Description (24)(d) Powers of Attorney for Michael B. Boyle, James E. Hohmann, George E. Ruebenson and Thomas J. Wilson, II.