EX-1 2 alicrightfitexh01a.htm EXHIBIT 1(A) PRINCIPAL UNDERWRITING AGREEMENT

AMENDED AND RESTATED

PRINCIPAL UNDERWRITING AGREEMENT

This Amended and Restated Principal Underwriting Agreement (hereinafter this "Agreement") is made and entered into as of this 1st day of June, 2006, by and between Allstate Life Insurance Company ("Allstate Life") a life insurance company organized under the laws of the -state of Illinois on its own and on behalf of each separate account of Allstate Life set forth on Schedule A, as such Schedule may be amended from time (each such account herein referred to as the "Account"), and Allstate Distributors, LLC ("Distributors"), a limited liability corporation organized under the laws of the state of Delaware.

WHEREAS, Distributors has acted as the principal underwriter for the variable annuity contracts set forth on Schedule A since the respective effective dates set forth therein;

WHEREAS, the parties desire to formalize such relationship by entering into this Agreement and to provide for the addition of other variable annuity contracts to Schedule A;

WHEREAS, the parties desire to amend and restate any and all previous Principal Underwriting Agreements or arrangements with respect to variable annuity products; and

NOW THEREFORE, in consideration of the mutual promises and covenants exchanged by the parties in this Agreement, the parties hereby amend and restate any and all previous Principal Underwriting Agreements or arrangements in their entirey insofar as they relate to variable annuity products to read as follows. Allstate Life confirms its grant to Distributors of the right to be and Distributors agrees to serve as Principal Underwriter for the sale of such variable annuity contracts during the term of this Agreement and the parties agree as follows:

ARTICLE I.

DISTRIBUTORS DUTIES AND OBLIGATIONS

1.01. Distributors, a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. ("NASD"), will serve as principal underwriter and distributor for the variable annuity contracts listed in Schedule A (the "Contracts") which will be issued by Allstate Life.

1.02. Distributors shall be duly registered or licensed or otherwise qualified under the insurance and securities laws of the states in which the Contracts are authorized for sale.

1.03. Distributors proposes to act as principal underwriter on an agency best efforts basis in the marketing and distribution of the Contracts. Distributors will use its best efforts to provide information and marketing assistance and related servicing activity to licensed insurance agents and broker-dealers ("Selling Broker-Dealers") on a continuing basis.

1.04. Distributors shall be responsible for compliance with the requirements of state broker-dealer regulations and the 1934 Act as each applies to Distributors in connection with its duties as distributor of the Contracts. Moreover, Distributors shall conduct its affairs in

accordance with the Rules of Fair Practice of the NASD.

1.05. As a principal underwriter, Distributors shall permit the offer and sale of Contracts to the public only by and through persons who are appropriately licensed under the securities laws and who are appointed in writing by Allstate Life to be authorized insurance agents (unless such persons are exempt from such licensing and appointment requirements).

1.06. To the extent that any statements made in applicable registration statements, or any amendment or supplement thereto, are made in reliance upon and in conformity with written information furnished to Allstate Life by Distributors expressly for use therein, such statements will, when they become effective or are filed with the Securities Exchange Commission ("SEC"), as the case may be, conform in all material respects to the requirements of the Securities Act of 1933 (the "1933 Act") and the rules and regulations of the Commission thereunder, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

1.07. Subject to agreement with Allstate Life, Distributors may enter into selling agreements with broker-dealers which are registered under the 1934 Act and/or authorized by applicable law or exemptions to sell the Contracts. Any such contractual arrangement is expressly made subject to this Agreement, and Distributors will at all times be responsible to Allstate Life for supervision of compliance with federal securities laws regarding distribution of the Contracts.

1.08. Schedule A is hereby amended to add the variable annuity contracts developed in accordance with Schedule 3(iii) of the Administrative Services Agreement by and between Allstate Life and The Prudential Insurance Company of America (the "Revised Products"), such amendments to be effective on the later of (i) the date of approval (or non disapproval) of such amendments by the Illinois Insurance Department and (ii) the effectiveness of the registration statements for the Revised Products (the "Revised Products Effective Date").

1.09. Subject to the terms of this Agreement, commencing on the Revised Products Effective Date, Distributors shall distribute the Revised Products through the entities identified on Schedule B hereof, and such other banks, thrifts, credit unions, or similar financial institutions, directly or indirectly through networking or other similar arrangements with affiliated or unaffiliated broker-dealers that in the future may enter into selling agreements with Allstate Life and Distributors pursuant to this Agreement (the "Financial Institution Channel").

ARTICLE II.

ALLSTATE LIFE'S DUTIES AND OBLIGATIONS

2.01. Allstate Life is validly existing as a stock life insurance company in good standing under the laws of the State of Illinois, and has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business.

2.02.

Allstate Life represents that

(a)

Registration statements for each of the Contracts identified in Schedule A shall have been filed with the SEC in the form previously delivered to istributors and that copies of any and all amendments thereto will be forwarded to Distributors at the time that they are filed with the SEC;

(b)

Each Account is a duly organized, validly existing separate account,

established by resolution of the Board of Directors of Allstate Life for the purpose of issuing the Contracts; and

(c)

Allstate Life has registered or will register the Account as a unit

investment trust under the Investment Company Act of 1940 (the "1940 Act").

2.03. Each registration statement and any further 'Amendments or supplements thereto will, when they became effective, conform in all material respects to the requirements of the 1933 Act and the rules and regulations of the Commission under such Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon

and in conformity with information furnished in writing to Allstate Life by Distributors expressly for use therein.

2.04. Allstate Life shall be responsible for the licensing and appointing of registered representatives of Selling Broker-Dealers as required by state insurance laws.

ARTICLE III.

RECORDS

3.01. Distributors shall keep, in a manner and form approved by Allstate Life and in accordance with Rules 17a-3 and 17a-4 under the 1934 Act, accurate records and books of account as required to be maintained by a registered broker-dealer, acting as principal underwriter, of all transactions entered into on behalf of Allstate Life with respect to its activities under this Agreement. Distributors shall make such records of account available for inspection by the SEC and Allstate Life shall have the right to inspect, make copies of or take possession of such records and books of account at any time upon demand.

3.02. Subject to applicable SEC or NASD restrictions, Allstate Life will send confirmations of Contract transactions to Contract owners. Allstate Life will make such confirmations and records of transactions available to Distributors upon request. Allstate Life will also maintain Contract owner records on behalf of Distributors to the extent permitted by applicable securities law.

3.03. Distributors and Allstate Life shall keep confidential the records, books of account and other information ("Records") concerning the Contract owners, annuitants, insureds, beneficiaries or any persons who have rights arising out of the Contracts. Distributors or Allstate Life may disclose the Records and such information only if the other has authorized disclosure and if the disclosure is required by applicable law. In the event Distributors or Allstate Life is served with a

subpoena, court order or demand from a regulatory organization which mandates disclosure of the Records or such information, such party must notify the other and allow such other party sufficient time to authorize disclosure or to intervene in the judicial proceeding or matter so as to protect its interest.

3.04. For the purpose of determining the other party's compliance with this Agreement, each party to this Agreement shall have reasonable access during normal business hours to any Records which are maintained by the other party.

3.05. Both Allstate Life and Distributors agree to keep all information required by applicable laws, to maintain the books, accounts and records as to clearly and accurately disclose the precise nature and details of the transaction and to assist one another in the timely preparation of any reports required by law.

3.06. Distributors and Allstate Life shall furnish to the other any reports and information which the other may request for the purpose of meeting reporting and recordkeeping requirements under the laws of Illinois or any other state or jurisdiction.

ARTICLE IV.

SALES MATERIALS

4.01. Distributors will utilize the currently effective prospectus relating to the Contracts in connection with its underwriting, marketing and distribution efforts. As to other types of sales material, Distributors hereby agrees and will require Selling Broker-Dealers to agree to use only sales materials which have been authorized for use by Allstate Life, which conform to the requirements of federal and state laws and regulations, and which have been filed where necessary with the appropriate regulatory authorities including the NASD.

4.02. Distributors will not distribute any prospectus, sales literature or any other printed matter or material in the underwriting and distribution of any Contract if, to the knowledge of Distributors, any of the foregoing misstates the duties, obligation or liabilities of Allstate Life or Distributors.

ARTICLE V.

COMPENSATION

5.01. With respect to the Contracts that are sold in the Financial Institution Channel, Allstate Life shall pay to Distributors a distribution fee equal to one percent (1%) of all premiums paid and received after the date hereof with respect to Contracts issued, in force and in good standing. The amounts paid under this provision shall be reduced by the actual cost of printing sales materials, brochures, marketing pieces, and point-of-sale materials (including prospectuses) supplied by Allstate Life as requested by Distributors for use in performing their respective duties with respect to the Agreement unless such costs are paid directly by Allstate Life.

5.02. In addition to amounts payable with respect to the Financial Institution Channel as provided in Section 5.01, but not in duplication of any such amounts, Allstate Life agrees to reimburse Distributors for direct expenses incurred by Distributors on behalf of Allstate Life.

Such direct expenses shall include; but not he limited to, (a) the marketing allowances paid by Distributors with regards to the Contracts under the Wholesaling and Marketing Support Agreement dated June 1, 2006 between Allstate Life, Distributors, Allstate Life Insurance Company of New York, American Skandia Marketing, Inc. and Prudential Insurance Agency, LLC, (b) commissions and trail commissions payable under selling agreements in connection with the Contracts among broker-dealers, Allstate Life and Distributors, (c) the costs of goods and services purchased from outside vendors, (d) travel expenses and (e) state and federal regulatory fees incurred on behalf of Allstate Life.

5.03. Distributors shall present a statement after the end of each quarter showing the amount due with respect to the Financial Institution Channel as provided in Section 5.01, the amount due with respect to marketing allowances as provided in Section 5.02, and the apportionment of other services rendered and the direct expenses incurred in connection therewith. Settlements are due and payable within thirty days.

ARTICLE VI.

UNDERWRITING TERMS

6.01. Distributors makes no representations or warranties regarding the number of Contracts to be sold by Selling Broker-Dealer and the registered representatives of Selling Broker-Dealer. Distributors does, however, represent that it will actively engage in its duties under this Agreement on a continuous basis while there are effective registration statements with the SEC.

6.02. Distributors will use its best efforts to ensure that the Contracts shall be offered for sale by registered broker-dealers and registered representatives (who are duly licensed as insurance agents) on the terms described in the currently effective prospectus describing such Contracts.

6.03. Allstate Life will use its best efforts to assure that the Contracts are continuously registered under the 1933 Act (and under any applicable state "blue sky" laws) and to file for approval under state insurance laws when necessary.

ARTICLE VII.

LEGAL AND REGULATORY ACTIONS

7.01. Allstate Life agrees to advise Distributors immediately of:

(a)

any request by the SEC for amendment of the registration statements or for additional information relating to the Contracts;

(b)

the issuance by the SEC of any stop order suspending the effectiveness of the registration statements relating to the Contracts or the initiation of any proceedings for that purpose; and

(c)

the happening of any known material event which makes untrue any statement made in the registration statements relating to the Contracts or which requires the making of a change therein in order to make any statement made therein not misleading

7.02. Each of the undersigned parties agrees to notify the other in writing upon being apprised

of the institution of any proceeding, investigation or hearing involving the offer or sale of the subject Contracts.

7.03. During any legal action or inquiry, Allstate Life will furnish to Distributors such information with respect to the Contracts in such form and signed by such of its officers as Distributors may reasonably request and will warrant that the statements therein contained when so signed are true and correct.

7.04. If changes in insurance laws or regulations could reasonably be expected to affect the sales and administration of Contracts under this Agreement, Allstate Life shall notify Distributors within a reasonable time after Allstate Life receives notice of those changes. Such notice shall be in writing except, if circumstances so require, the notice may be communicated by telephone or facsimile and confirmed in writing.

ARTICLE VIII,

TERMINATION

8.01. This Agreement shall terminate at either party's option, without penalty:

(a)

without cause, on not less than 180 days' prior written notice to the other party;

(b)

upon the mutual written consent of the parties;

(c)

upon written notice of one party to the other in the event of bankruptcy or insolvency of the party to which notice is given;

(d)

upon the suspension or revocation of any material license or permit held by a party by the appropriate governmental agency or authority; however, such termination it extend only to the jurisdiction(s) where the party is prohibited from doing business; or

(e)

upon the finding by any regulatory body in a formal proceeding of material wrongdoing by a party regarding its duties under this Agreement.

8.02. If either party breaches this Agreement or is in default in the performance of any of its duties and obligations hereunder (the "Defaulting Party"), the non-defaulting party may give written notice thereof to the Defaulting Party, and if such breach or default is not remedied within 60 days after such written notice is given, then the non-defaulting party may terminate this Agreement by giving 30 days' prior written notice of such termination to the Defaulting Party.

8.03. The parties agree to cooperate and give reasonable assistance to one another n effecting anorderly transition following termination.

ARTICLE IX.

INDEMNIIIICATION

9.01

Allstate Life agrees to indemnify Distributors for any liability that it may incur to

a Contract owner or party-in-interest under a Contract:

(a)

arising out of any act or omission in the course of or in connection with rendering services under this Agreement; or

(b)

arising out of the purchase, retention or surrender of a contract; provided, however that Allstate Life will not indemnify Distributors for any such liability that results from the willful misfeasance, bad faith or gross negligence of Distributors or from the reckless disregard by Distributors of its duties and obligations arising under this Agreement.

ARTICLE X.

GENERAL PROVISIONS

10.01 This Agreement shall be subject to the laws of the State of Illinois.

10.02 This Agreement, along with any schedules attached hereto and incorporated herein by reference, may be amended from time to time by mutual agreement and consent of the under signed parties.

10.03 In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the undersigned parties have caused ibis Agreement to be duly executed, to be effective as of June 1, 2006 and retroactively effective as to particular Contracts as of the respective dates set forth on Schedule A.

Allstate Life Insurance Company

By:

Samuel H. Pilch

Date

Group Vice President and Controller

Allstate Distributors, LLC

By:

Karen C. Gardner

Date

Vice President

Schedule A - CW

Separate Account	Effective Date	Contract(s)	Form #(s)
Allstate Financial Advisors Separate Account 1	10/14/02	Allstate Advisor CW	PA l25 (Group Certificate) PA I 26 (Contract)
Allstate Financial Advisors Separate Account 1	10/14/02	Allstate Advisor Plus CW	PA l27 (Group Certificate) PA l28 (Contract)
Allstate Financial Advisors Separate Account 1	10/A4/02	Allstate Advisor Preferred CW	PA 129 (Group Certificate) PA130 (Contract)
Allstate Financial Advisors Separate Account 1	7/15/03	Allstate Advisor "Sun Trust"	PA l25 (Group Certificate) PA l26 (Contract)
Allstate Financial Advisors Separate Account 1	7/15/03	Allstate Advisor Preferred "Sun Trust"	PA l29 (Group Certificate) PA130 (Contract)
Allstate Financial Advisors Separate Account 1	4/16/99	Putnam Allstate Advisor CW	LU4429(Group Certificate) LU4428 (Contract)
Allstate Financial Advisors Separate Account 1	8/31/99	Putnam Allstate Advisor Apex CW	LU4457(Group Certificate) LU4458 (Contract)
Allstate Financial Advisors Separate Account 1	2/3/00	Putnam Allstate Advisor Plus CW	PA32 (Contract) PA33 (Group Certificate)
Allstate Financial Advisors Separate Account 1	4/28/00	Putnam Allstate Advisor Preferred CW	PA41 (Group Certificate) PA42 (Contract)
Allstate Financial Advisors Separate Account 1	7/30/07	Allstate RetirementAccess B Series	A-BLX/IND (3/07)
Allstate Financial Advisors Separate Account 1	7/30/07	Allstate RetirementAccess L Series	A-BLX/IND (3/07)
Allstate Financial Advisors Separate Account 1	7/30/07	Allstate RetirementAccess X Series	A-BLX/IND (3/07)

SCHEDULE B

ABN AMR() Bank

Amcore Bank

Associated Bank

Astoria Federal Savings

Bainbridge Securities

Banco Popular

Bancorp South Bank

Bank Financial

Bank of America

Bank of the West

Bank United

BankNorth

Charter One Bank/ Citizens Bank

Chase/Bank One

Citibank

Colonial Bank

Comerica Bank

Commerce Bank

Commercial Federal Bank

Community Invest. Services

Compass Bank

Conservative Financial Svcs. Inc.

Duerr Ins. Agency

Essex National Securities Inc.

Fifth Third Bank

Financial Partners Credit Union

First Bank

First Indiana Ins. Svc.

First Merit Bank

First Midwest Bank

First Niagara Bank

First Tennessee Bank

Fisery Investment Svcs, Inc.

Frost Bank

Fulton Financial

Glencrest Ins. Svcs.

Guaranty Bank

Hancock Investment Svcs. Inc.

Harris Trust & Savings Bank

HSBC Bank

Huntington National Bank

Investment One

Investment Professionals Inc.

LaSalle Bank

Lockheed Credit Union

M&T Bank

Mutual Federal Savings Bank

NatCity Bank

Northfork (GreenPoint Bank)

Penn Security Bank & Trust

People's Bank

PNC Bank

Signature Bank

Sky Bank

SunTrust Bank

TCF Bank

UMB Bank

Union Bank of California

Union Planters Bank

US Bank

Vystar Credit Union

Webster Bank

Wells Fargo 'Rank

Wilmington Trust

World Savings Bank/Atlas

XCU Capital Corp.

CUNA Brokerage Svcs. Inc.

CUSO Financial Svcs LP

Financial Network Inv. Corp

IFMG Securities Inc.

Primevest Financial Svcs. Inc.

Uvest Financial Svcs. Inc

EX-1 3 alicrightfitexh01b.htm EXHIBIT 1(B) AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT

AMENDMENT TO

PRINCIPAL UNDERWRITING AGREEMENT BETWEEN

ALLSTATE LIFE INSURANCE COMPANY AND ALLSTATE DISTRIBUTORS, LLC

This AMENDMENT (the “Amendment”) is made and entered into on ___________________, 2010 (the “Effective Date”) by and between Allstate Life Insurance Company (“Allstate Life”) and Allstate Distributors, LLC (“Distributors”).

WHEREAS, Allstate Life and Distributors are parties to that certain Amended and Restated Principal Underwriting Agreement dated June 1, 2006 (the “Underwriting Agreement”);

WHEREAS, the parties have agreed to revise the Underwriting Agreement to include specified insurance contracts registered with the Securities and Exchange Commission.

WHEREAS, the parties desire to amend the Underwriting Agreement to reflect their new agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the parties hereby amend the Underwriting Agreement or arrangements in their entirey insofar as they relate to annuity products to read as follows. Allstate Life confirms its grant to Distributors of the right to be and Distributors agrees to serve as Principal Underwriter for the sale of such annuity contracts during the term of the Underwriting Agreement and the parties agree as follows:

1. All references to the National Association of Securities Dealers, Inc. (“NASD”) shall be replaced with the Financial Industry Regulatory Authority (“FINRA”).

The first sentence of the Underwriting Agreement shall be replaced by the following:

This Amended and Restated Principal Underwriting Agreement (hereinafter this “Agreement”) is made and entered into as of this 1^st day of June 2006, by and between Allstate Life Insurance Company (“Allstate Life”) a life insurance company organized under the laws of the State of Illinois on its own and on behalf of each separate account of Allstate Life, as applicable, set forth on Schedule A, as such Schedule may be amended from time (each such account herein referred to as the “Account”), and Allstate Distributors, LLC (“Distributors”), a limited liability corporation organized under the laws of the state of Delaware.

3. The first sentence of Section 1.01 Distributors Duties and Obligations, shall be replaced with the following:

Distributors, a broker-dealer registered under the Securities Exchange Act of 1934 (the “1934 Act”) and a member of the Financial Industry Regulatory Authority (“FINRA”), will serve as principal underwriter and distributor for the registered insurance contracts and certificates issued under group insurance contracts listed in Schedule A, (the “Contracts”) which will be issued by Allstate Life.

4. Schedule A of the Underwriting Agreement shall be deleted and replaced with the new Schedule A of this Amendment, to reflect the Contracts that are currently covered by the Underwriting Agreement. For the avoidance of confusion, the parties acknowledge that variable annuity contracts currently are covered under the Underwriting Agreement.

5. Except as specifically amended hereby, the Underwriting Agreement shall remain in full force and effect in accordance with its terms. This Amendment does not amend or replace the Amended and Restated Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be signed on its behalf by its duly authorized officers, all as of the day and year first written above.

Allstate Life

Allstate Distributors, LLC

Insurance Company

By: ______________________________

By: _________________________

Title: _____________________________

Title: ________________________

Date: _____________________________

Date: ________________________

Schedule A - CW

Separate Account	Effective Date	Contract(s)	Form #(s)
Allstate Financial Advisors Separate Account 1	10/14/02	Allstate Advisor CW	PA l25 (Group Certificate) PA I 26 (Contract)
Allstate Financial Advisors Separate Account 1	10/14/02	Allstate Advisor Plus CW	PA l27 (Group Certificate) PA l28 (Contract)
Allstate Financial Advisors Separate Account 1	10/A4/02	Allstate Advisor Preferred CW	PA 129 (Group Certificate) PA130 (Contract)
Allstate Financial Advisors Separate Account 1	7/15/03	Allstate Advisor "Sun Trust"	PA l25 (Group Certificate) PA l26 (Contract)
Allstate Financial Advisors Separate Account 1	7/15/03	Allstate Advisor Preferred "Sun Trust"	PA l29 (Group Certificate) PA130 (Contract)
Allstate Financial Advisors Separate Account 1	4/16/99	Putnam Allstate Advisor CW	LU4429(Group Certificate) LU4428 (Contract)
Allstate Financial Advisors Separate Account 1	8/31/99	Putnam Allstate Advisor Apex CW	LU4457(Group Certificate) LU4458 (Contract)
Allstate Financial Advisors Separate Account 1	2/3/00	Putnam Allstate Advisor Plus CW	PA32 (Contract) PA33 (Group Certificate)
Allstate Financial Advisors Separate Account 1	4/28/00	Putnam Allstate Advisor Preferred CW	PA41 (Group Certificate) PA42 (Contract)
Allstate Financial Advisors Separate Account 1	7/30/07	Allstate RetirementAccess B Series	A-BLX/IND (3/07)
Allstate Financial Advisors Separate Account 1	7/30/07	Allstate RetirementAccess L Series	A-BLX/IND (3/07)
Allstate Financial Advisors Separate Account 1	7/30/07	Allstate RetirementAccess X Series	A-BLX/IND (3/07)
Not Applicable	10/4/10	Allstate RightFit^sm	LU10974

EX-4 4 alicrightfitexh04a.htm EXHIBIT 4(A) FORM OF CONTRACT

Allstate Life

Insurance Company

A Stock Company

Home Office: 3100 Sanders Road, Northbrook, Illinois 60062-7154

Single Premium Deferred Annuity Contract

This Contract is issued to the Owner(s) in consideration of the Purchase Payment. Allstate Life Insurance Company (“Allstate Life”) will pay the benefits of this Contract, subject to its terms and conditions.

Throughout this Contract, “You” and “Your” refer to the Owner(s) of this Contract. “We”, “Us” and “Our” refer to Allstate Life.

Contract Summary

This single premium deferred annuity provides for withdrawals and a death benefit during the Accumulation Phase and annuity payments beginning on the Payout Start Date during the Payout Phase.

The dollar amount of income payments or other values provided by this Contract will vary to reflect the performance of the Investment Option(s) or the Access Account.

This Contract does not pay dividends.

The tax status of this Contract as it applies to You should be reviewed each year.

PLEASE READ YOUR CONTRACT CAREFULLY.

This is a legal Contract between the Owner(s) of this Contract and Allstate Life Insurance Company.

Trial Examination Period

If You are not satisfied with this Contract for any reason, You may cancel it by written notification within 20 days after You receive it. We will refund to You the Interim Value of the Contract as of the date of cancellation.

Susan L. Lees Matthew E. Winter

Secretary

President and Chief Executive Officer

Single Premium Deferred Annuity

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ANNUITY DATA PAGE

GENERAL INFORMATION

Contract Number:

444444444

Issue Date:

May 1, 2010

Contract Maturity Date:

May 1, 2061

Investment Option Period:

[10 Years]

Fair Value Index:

[00.0000%]

Tax Qualification:

[IRA]

Owner:

John Doe

Joint Owner:

Jane Doe

Annuitant:

John Doe

Age at Issue:

Sex:

Male

Primary Beneficiary:

Jane Doe

Relationship to Owner:

Wife

Percentage:

100%

Contingent Beneficiary:

Susan Doe

Relationship to Owner:

Daughter

Percentage:

100%

PAYMENT INFORMATION

Purchase Payment:

[$10,000.00]

[Credit Enhancement:

[2.0%] of Purchase Payment]

INVESTMENT OPTION INFORMATION

Initial

Minimum

Maximum

Purchase

Investment

Payment

Performance

[Bailout

Annual

Investment Options

Allocation

Rate

Rate]

Index

Charge

[Investment Option 1]

[50%] [0.00%] [8.00%] [0.00%] Standard and Poor’s 500 [0.0%]

[Investment Option 2]

[50%]

[0.00%]

[7.00%]

[0.00%] Standard and Poor’s 500 [0.0%]

[Investment Option 3]

[0%]

[0.00%]

[0.00%] Standard and Poor’s 500 [0.0%]

Investment Option Minimum Allocation Requirement......

..................................................................[$2,000]

ACCESS ACCOUNT INFORMATION

Minimum

Investment

Index

Performance

Rate

Access Account

Standard and Poor’s 500

The Access Account is not available for selection on the Issue Date

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WITHDRAWAL INFORMATION

Preferred Withdrawal Amount:

10%

Withdrawal Charge:

Contract Year:

11& Later]

Percentage:

[12%

11%

10%

0%]

Please see your Contract for more details.

If you have any questions about your Allstate Life Insurance Company annuity, please contact Allstate Life Insurance Company at 1-800-632-3492.

DPA10974

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TABLE OF CONTENTS

DEFINITIONS.................. ...............................................................................................................3

THE PERSONS INVOLVED IN THIS CONTRACT ..................................................................................6

ACCUMULATION PHASE ..................................................................................................................7

INVESTMENT OPTION PERIOD...............................................................................................7

ACCESS ACCOUNT PERIOD

...............................................................................................10

TRANSFERS, WITHDRAWALS AND TERMINATIONS ..........................................................................11

PAYMENTS UPON DEATH ..............................................................................................................12

PAYOUT PHASE ........................................................................................................................... 14

ANNUITY INCOME PAYMENT TABLES .............................................................................................15

GENERAL PROVISIONS .................................................................................................................16

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DEFINITIONS

Access Account: An account available during the Accumulation Phase of the Contract that begins after the Investment Option Period.

Access Account Index: The index(es) shown on the Annuity Data Page used to calculate the Access Account Performance.

Access Account Performance: As referenced in the “Accumulation Phase – Access Account Period” provision of this Contract.

Access Account Period: An optional period during the Accumulation Phase of the Contract that begins after the Investment Option Period and ends on the Payout Start Date or at Termination of the Contract.

Access Account Value: As referenced in the “Accumulation Phase – Access Account Period” provision of this Contract. The Access Account Value is the basis for all benefits during the Access Account Period.

Accumulation Phase: The period of this Contract that begins on the Issue Date and continues until the Payout Start Date. It includes the Investment Option Period and, if applicable, the Access Account Period.

Annual Charge: For each Investment Option, a fee, expressed as a percentage on Your Annuity Data Page, assessed to Your Maturity Value on the first day of each Contract Year. The Annual Charge may vary based on the Contract Year, Maturity Value and/or Purchase Payment.

Annuitant: The person named as such on the Annuity Data Page of the Contract, unless subsequently changed by You.

Annuity Data Page: A part of the Contract, containing information specific to the Owner, Annuitant, and elections of certain features of this Contract.

Beneficiary: The person(s) shown on the Annuity Data Page, unless subsequently changed by You, that will receive the Death Benefit if death occurs during the Accumulation Phase, or to whom any remaining Income Plan payments may be made if death occurs during the Payout Phase.

Code: The Internal Revenue Code of 1986, as amended, and the regulations.

Contingent Beneficiary: The person(s) named on the Annuity Data Page, unless subsequently changed by You, that will receive Death Benefits if death occurs during the Accumulation Phase, or to whom any remaining Income Plan payments may be made if death occurs during the Payout Phase, when all Primary Beneficiary(ies) predecease the sole surviving Owner.

Contract: This Contract, including the Annuity Data Page, application, any endorsements and any riders.

Contract Anniversary: The anniversary of the Issue Date of the Contract.

Contract Maturity Date: The latest date Income Plan payments may start.

Contract Year: A 365 day period (366 days for a leap year) beginning on the Issue Date and on each Contract Anniversary.

Death Benefit: The amount payable to the Beneficiary upon the death of the last Owner.

Fair Value Index: The index(es) identified as such on the Annuity Data Page. The index(es) used for calculation of the Investment Option Interim Value.

Guaranteed Payment Period: The period of time over which income payments are guaranteed to be paid.

Income Plan: A payout option that allows for a series of payments to be made during the Payout Phase.

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Interim Value: The sum of the Investment Option Interim Values during the Investment Option Period. The Interim Value is used during the Investment Option Period for certain withdrawals, Income Plan, Death Benefit, and other benefits as specified in any riders attached to this Contract. At the expiration of the Investment Option Period, the Interim Value equals the Maturity Value. Upon entering the Access Account Period the Interim Value is no longer applicable.

Investment Option(s): Options for allocation of Purchase Payment or Transfers after the Issue Date.

Investment Option Index: The index(es) shown on the Annuity Data Page used to calculate the Investment Option Performance.

Investment Option Interim Value(s): As referenced in the “Accumulation Phase – Investment Option Period” provision of this Contract.

Investment Option Maturity Value(s): As referenced in the “Accumulation Phase – Investment Option Period” provision of this Contract.

Investment Option Performance: On any given date, the performance of an Investment Option during the current Contract Year.

Investment Option Period: A period that begins on the Contract Issue Date, the length of which is specified on the Annuity Data Page.

Issue Date: The date this Contract becomes effective.

Maturity Value: The sum of the Investment Option Maturity Values during the Investment Option Period. The Maturity Value is used as a basis for the Death Benefit, the Preferred Withdrawal Amount, and other benefits as specified in any riders attached to this Contract.

Maximum Access Account Performance Rate: The highest percentage by which the Access Account Value may be increased during the Contract Year. It is declared upon establishment of the Access Account and may vary on each anniversary of the date of establishment of the Access Account.

Maximum Investment Performance Rate: The highest percentage by which the Investment Option Maturity Value may be increased during the Contract Year. The Maximum Investment Performance Rate may decrease or increase on each Contract Anniversary and may vary based on the Contract Year, Maturity Value and/or Purchase Payment.

Minimum Access Account Performance Rate: If zero or positive, the lowest percentage by which the Access Account Value may increase during any Contract Year; if negative, the greatest percentage by which the Access Account Value may decrease during the Contract Year.

Minimum Investment Performance Rate: If zero or positive, the lowest percentage by which an Investment Option Maturity Value may increase during any Contract Year; if negative, the greatest percentage by which an Investment Option Maturity Value may decrease during the Contract Year.

Natural Person: A living human being.

Non-Natural Person: Any entity other than a Natural Person.

Owner: A Natural or Non-Natural Person(s) named as such on the Annuity Data Page of this Contract. The Owner is also referred to as “You” and “Your” in this Contract. The definition includes Joint Owner.

Payout Phase: The period of this Contract that begins on the Payout Start Date and continues until the last Income Plan payment is made.

Payout Start Date: The date the Accumulation Phase ends and the Payout Phase begins.

Preferred Withdrawal Amount: The portion of the Maturity Value that may be withdrawn without incurring a Withdrawal Charge.

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Primary Beneficiary: The person(s) named on the Annuity Data Page unless subsequently changed by You. The Primary Beneficiary is the Beneficiary(ies) who is first entitled to receive benefits under this Contract upon the death of the sole surviving Owner.

Purchase Payment: The amount You paid to Us in exchange for the rights, privileges, and benefits of this Contract.

Taxes: Any premium tax and any other applicable Taxes relating to this Contract.

Transfers: You may elect to Transfer all or part of the Maturity Value from one or more Investment Options into other Investment Option(s) on no more than [two] dates of Your choice during the Investment Option Period.

Vested Beneficiary: A Beneficiary who has obtained certain rights in all or a share of the Death Benefit because there is no surviving Owner.

We, Us, Our: Allstate Life Insurance Company (“Allstate Life”).

Withdrawal Charge: A percentage charge that may be assessed on withdrawals of Interim Value in excess of the Preferred Withdrawal Amount.

You, Your: A person named as an Owner on the Annuity Data Page.

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THE PERSONS INVOLVED IN THIS CONTRACT

Owner

This Contract cannot be jointly owned by both a Non-Natural person and a Natural Person. If the Owner is a trust, the Owner will be considered a Non-Natural Person.

You may not change the Owner.

You may not assign any interest in this Contract as collateral or security for a loan, nor may You assign periodic income payments under this Contract.

If more than one person is designated as Owner:

•

Owner as used in this Contract refers to all named Owners, unless otherwise indicated;

•

Any request to exercise ownership rights must be signed by all Owners;

•

On the death of any person who is an Owner, the surviving person(s) named as Owner(s) will continue as Owner(s), as described in the “Death of Owner” provision; and

•

If any Owner is a Non-Natural Person, when the Annuitant dies, the “Death of Annuitant” provision will apply.

Annuitant

The Annuitant must be a Natural Person.

If the Owner is a Natural Person, the Owner may change the Annuitant before the Payout Start Date by written request in a timely manner, in a form satisfactory to Us. The Contract Maturity Date, will be the later of:

•

The Contract Anniversary following the date of the earliest 80th birthday of all Annuitant(s) named in the Contract on or after the Issue Date; or

•

The length of the Investment Option Period as stated on Your Annuity Data Page.

Once We accept a change, it takes effect on the date You signed the request. If the Owner is a Non-Natural Person, the Annuitant may not be changed.

Beneficiary A Beneficiary is a Primary Beneficiary, a Contingent Beneficiary or a Vested Beneficiary, as described below.

The Primary Beneficiary is the person(s) named on the Annuity Data Page unless later changed by You. The Primary Beneficiary is the Beneficiary(ies) who is first entitled to receive benefits under this Contract upon the death of the sole surviving Owner.

The Contingent Beneficiary is the person(s) named on the Annuity Data Page unless later changed by You. The Contingent Beneficiary is entitled to receive benefits under the Contract upon the death of the sole surviving Owner, when all Primary Beneficiary(ies) predecease the sole surviving Owner.

The Vested Beneficiary is any Beneficiary(ies) who has obtained certain rights in all or a share of the Death Benefit, as defined in the “Death of Owner” provision, because there is no surviving Owner.

You may change Beneficiaries at any time by written request in a timely manner, in a form satisfactory to Us. Once We accept a request, the change will take effect on the date You signed the request. Any change is subject to any payment We make or other action We take before We accept the change.

If no named Beneficiary is living when the sole surviving Owner dies, or if a Beneficiary has not been named, the Vested Beneficiary will be:

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Your spouse (or person of equivalent legal status based on applicable state law); or if he or she is no longer living,

ii.

Your surviving children equally; or if You have no surviving children,

iii.

Your estate.

For the purposes of this Contract, children are natural children and legally adopted children only.

Unless You have provided written directions to the contrary in a form satisfactory to Us, the Beneficiaries will take equal shares. If there is more than one Beneficiary in a class (e.g., Primary) and one of the Beneficiaries predeceases the Owner, the deceased Beneficiary’s entire share will be divided among the remaining Beneficiaries in that class in proportion to the remaining Beneficiaries’ original shares.

Survivor ClauseFor purposes of this Contract, in determining whether a person has survived another person, the person who survives the other person by at least 24 hours will be deemed to be the surviving person. A person who has not survived the other person by at least 24 hours will be conclusively presumed to have predeceased the other person.

ACCUMULATION PHASE

The Accumulation Phase of this Contract is the period during which, after the initial allocation of Your Purchase Payment, the Maturity Value of Your Contract will reflect the performance of one or more specified, established index(es), subject to stated minimum and maximum rates. The Accumulation Phase has two periods:

The Investment Option Period, which begins on the Issue Date and expires after a defined number of years, as stated on Your Annuity Data Page or upon Your death. During the Investment Option Period, Withdrawal Charges may apply.

The Access Account Period, during which no Withdrawal Charges apply.

The Investment Option Period and Access Account Period are described in further detail later in this Contract.

ACCUMULATION PHASE – INVESTMENT OPTION PERIOD

The first of two possible periods during the Accumulation Phase of this Contract. The longest length of the Investment Option Period is specified on Your Annuity Data Page. The Investment Option Period starts on the Contract Issue Date and ends on the earlier of:

•

the Payout Start Date; or

•

the expiration of the Investment Option Period.

Purchase Payment The Purchase Payment is shown on the Annuity Data Page. We will allocate the Purchase Payment to the Investment Options according to the Purchase Payment allocation You elected, as shown on the Annuity Data Page. The minimum allocation amount to any one Investment Option is shown on the Annuity Data Page. If Your initial allocation to any Investment Option(s) is less than the Investment Option Minimum Allocation Requirement, as shown on Your Annuity Data Page, We will re-allocate Your Purchase Payment from the other Investment Options proportionately to meet the Investment Option Minimum Allocation Requirement. No additional Purchase Payment may be made to the Contract.

Investment Options We may offer one or more Investment Option(s). An Investment Option is defined by a specified Investment Option Index, Maximum Investment Performance Rate and Minimum Investment Performance Rate. Investment Option(s) available at issue are shown on the Annuity Data Page.

We reserve the right in Our sole discretion to:

•

Add Investment Options; and

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•

Restrict Transfers into any Investment Option.

If a portion of Your Maturity Value is allocated to an Investment Option, unless You elect to do so, it will not be transferred to a different Investment Option.

Investment Option PerformanceOn any given date, the Investment Option Performance is equal to the Investment Option Index value as of that date, divided by the Investment Option Index value at the later of the previous date We paid a withdrawal and the beginning of the current Contract Year, minus one.

•

For the purpose of this calculation, the Investment Option Index value for either date will not be less than the Investment Option Index value as of the beginning of the current Contract Year, multiplied by (1 + the Minimum Investment Performance Rate).

•

For the purpose of this calculation, the Investment Option Index value for either date will not be greater than the Investment Option Index value as of the beginning of the current Contract Year, multiplied by (1 + the Maximum Investment Performance Rate).

The Investment Option Performance will be reflected in Your Investment Option Maturity Value and Investment Option Interim Value throughout the year. At the end of each Contract Year, the Investment Option Performance for that Contract Year will be determined.

Maximum Investment Performance RateYour initial Maximum Investment Performance Rate for each Investment Option is shown on the Annuity Data Page. The Maximum Investment Performance Rate may decrease or increase on each Contract Anniversary and may vary based on the Contract Year, Maturity Value and/or Purchase Payment. Any change We make will be applied on a non-discriminatory basis.

Minimum Investment Performance Rate The Minimum Investment Performance Rate for each Investment Option is shown on the Annuity Data Page. If the Minimum Investment Performance Rate is zero or positive, it is the lowest percentage by which an Investment Option Maturity Value may increase during any Contract Year; if the Minimum Investment Performance Rate is negative, it is the greatest percentage by which an Investment Option Maturity Value may decrease during the Contract Year. The Minimum Investment Performance Rate can never be reset below the Minimum Investment Performance Rate shown on the Annuity Data Page. Any change We make will be applied on a non-discriminatory basis.

Investment Option Index(es)

The Investment Option Index(es) are used to calculate the Investment Option Performance. The Investment Option Index(es) are shown on the Annuity Data Page. If the publication of an Investment Option Index is discontinued, or is substantially changed, We may substitute another Investment Option Index at Our discretion. For the Contract Year in which an Investment Option Index is substituted, the Investment Option Performance will be computed using the Investment Option Index at the beginning of the Contract Year for the portion of the year in which it was effective, and the substituted Investment Option Index for the remainder of the Contract Year. For all complete Contract Years following the substitution of the Investment Option Index, the substituted Investment Option Index will be used. The same process will apply should the substituted Investment Option Index be discontinued or substantially changed. We will notify you of any substitutions of Investment Option Index(es).

The Investment Option Index value for a particular day is the value, calculated to the nearest 1/100 of a point, published as of close of business that day. If the Investment Option Index is not published that day due to scheduled market closure, the Investment Option Index value will be the value of the Investment Option Index at the end of business of the first preceding day that the Investment Option Index value is published.

If the Investment Option Index is not published on a particular day due to a disruption in the markets, the Investment Option Index value for that day will be the value of the Investment Option Index at the end of the first business day that the Investment Option Index value is published after said disruption.

Investment Option Interim Value For each Investment Option, the Investment Option Interim Value as of any given date is calculated by the following formula prior to any withdrawals on that date:

Investment Option Interim Value = A x (1 - B) x (1+C) x D, where

A =

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Investment Option. At the beginning of the current Contract Year, this amount equals the Investment Option Maturity Value as of the end of the previous Contract Year, adjusted for Transfers.

B =

The Annual Charge, if the date used in determining A in this formula is the first day of a Contract Year. Otherwise, it is zero.

C =

Investment Option Performance as described above.

D =

((1+E)/(1+F))^G, where

E =

The Fair Value Index, computed as of the Issue Date, based upon the value of specified financial instruments, as indicated in Your Annuity Data Page, of a maturity corresponding to the original length of the Investment Option Period.

F =

The Fair Value Index, computed as of the current date, based upon the value of specified financial instruments, as indicated in Your Annuity Data Page, of a maturity corresponding to the original length of the Investment Option Period.

G =

Number of whole and partial years from the current date until the end of the Investment

Option Period. If G does not correspond to the length of an observed financial instrument as defined in the Fair Value Index, We will linearly interpolate based on the values of observed financial instruments, of maturities closest to G, to determine E and F above.

If the publication of any component of the Fair Value Index is discontinued, or if the calculation of any component of the Fair Value Index is changed substantially, We may make a substitution for the discontinued or substantially changed component. Any change We make will be applied on a non-discriminatory basis.

The Investment Option Interim Value will not be greater than the Investment Option Maturity Value at the beginning of the Contract Year multiplied by (1-Annual Charge), multiplied by (1+ the Maximum Investment Performance Rate); this will be adjusted for withdrawals in the same manner as the Investment Option Maturity Value described in the “Withdrawals” section of this Contract.

Investment Option Maturity ValueFor each Investment Option, the Investment Option Maturity Value as of any given date is calculated by the following formula prior to any withdrawals on that date:

Investment Option Maturity Value = A x (1 - B) x (1+C), where

A =

Investment Option Maturity Value as of the later of the previous day on which a withdrawal was taken, and the beginning of the current Contract Year. On the Issue Date, this amount equals the portion of the Purchase Payment allocated to that particular Investment Option. At the beginning of the current Contract Year, this amount equals the Investment Option Maturity Value as of the end of the previous Contract Year, adjusted for Transfers.

B =

The Annual Charge, if the date used in determining A in this formula is the first day of a Contract Year. Otherwise, it is zero.

C =

Investment Option Performance, as described above.

At the expiration of the Investment Option Period, You must do one of the following:

•

Transfer the Maturity Value to the Access Account; or

•

Apply the Maturity Value to an Income Plan; or

•

Surrender the Contract.

The total value of Your Investment Options will be transferred to the Access Account if We do not receive notification from You, in a form satisfactory to Us, no later than 30 days before the end of the Investment Option Period.

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ACCUMULATION PHASE – ACCESS ACCOUNT PERIOD

The Access Account is established when:

•

You elect or are deemed to have elected to Transfer the value of the expiring Investment Option(s) to establish the Access Account; or

•

Option A under the “Death of Owner” or “Death of Annuitant” provision is elected.

For the purpose of this section, Access Account Year is the period between anniversaries of the date of the establishment of the Access Account.

Access Account PerformanceOn any given date, the Access Account Performance is computed as the Access Account Index value as of that date, divided by the Access Account Index value at the later of the previous date We paid a withdrawal and the anniversary of the date that You established the Access Account Period, minus one.

•

For the purpose of this calculation, the Access Account Index value for either date will not be less than the Access Account Index value as of the beginning of the current Access Account Year, multiplied by (1 + the Minimum Access Account Performance Rate).

•

For the purpose of this calculation, the Access Account Index value for either date will not be greater than the Access Account Index value as of the beginning of the current Access Account Year, multiplied by (1 + the Maximum Access Account Performance Rate).

The Access Account Performance will be reflected in Your Access Account Value throughout the year. At the end of each Access Account Year, the Access Account Performance for that Access Account Year will be determined.

Maximum Access Account Performance RateThe Maximum Access Account Performance Rate is the highest percentage by which the Access Account Value may be increased during the Access Account Year. The Maximum Access Account Performance Rate may decrease or increase at the beginning of the Access Account Year and may vary based on the Access Account Year, Maturity Value and/or Purchase Payment. Any change We make will be applied on a non-discriminatory basis.

Minimum Access Account Performance Rate The Minimum Access Account Performance Rate is shown on the Annuity Data Page. If the Minimum Access Account Performance Rate is zero or positive, it is the lowest percentage by which the Access Account Value may increase during any Access Account Year; if the Minimum Access Account Performance Rate is negative, it is the greatest percentage by which an Asset Account Value may decrease during the Access Account Year. The Minimum Access Account Performance Rate can never be reset below the Minimum Access Account Performance Rate shown on the Annuity Data Page. Any change We make will be applied on a non-discriminatory basis.

Access Account Index(es)

The Access Account Index(es) are used to calculate the Access Account Performance. The Access Account Index(es) are shown on the Annuity Data Page. If the publication of the Access Account Index is discontinued, or is substantially changed, We may substitute another Access Account Index at Our discretion. For the Access Account Year in which the Access Account Index is substituted, the Access Account Performance will be computed using the Access Account Index at the beginning of the Access Account Year for the portion of the year in which it was effective, and the substituted Access Account Index for the remainder of the Access Account Year. For all complete Access Account Year following the substitution of the Access Account Index, the substituted Access Account Index will be used. The same process will apply should the substituted Access Account Index be discontinued or substantially changed.

The Access Account Index value for a particular day is the value, calculated to the nearest 1/100 of a point, published as of close of business that day. If the Access Account Index is not published that day due to scheduled market closure, the Access Account Index value will be the value of the Access Account Index at the end of business of the first preceding day that the Access Account Index value is published.

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If the Access Account Index is not published on a particular day due to a disruption in the markets, the Access Account Index value for that day will be the value of the Access Account Index at the end of the first business day that the Access Account Index value is published after said disruption.

Access Account ValueThe Access Account Value as of any given date is calculated by the following formula:

Access Account Value = A x (1+B), where

A =

Access Account Value as of the later of the previous day on which a withdrawal was taken or the beginning of the current Access Account Year.

At establishment, this amount equals:

•

The Maturity Value, if the establishment of the Access Account Period occurs at the expiration of the Investment Option Period.

•

The Death Benefit, if the establishment of the Access Account Period occurs as a result of a Death of Owner or Death of Annuitant option that necessitates such establishment.

B =

Access Account Performance, as described above.

TRANSFERS, WITHDRAWALS AND TERMINATIONS

Transfers You may elect to Transfer all or part of the Maturity Value from one or more Investment Options into other Investment Option(s) on no more than [two] Contract Anniversary(s) during the Investment Option Period, subject to the following conditions:

•

All Investment Options into which You elect to Transfer the Maturity Value must be eligible to receive Transfers of Maturity Value according to the terms and conditions in effect on the Transfer date; and

•

We must receive notification of Your election to Transfer, in a form satisfactory to Us, no later than 90 days before the Transfer.

If You Transfer any Maturity Value into an Investment Option which was available on the Issue Date of this Contract, the Minimum Investment Performance Rate for that Investment Option as shown on the Annuity Data Page will be applicable.

Preferred Withdrawal Amount During the Investment Option Period, the Preferred Withdrawal Amount for each Contract Year is the Preferred Withdrawal Amount percentage, shown on Your Annuity Data Page, multiplied by Your Maturity Value as of the beginning of the Contract Year. Withdrawals in each Contract Year always come from Your available Preferred Withdrawal Amount first and reduce Your Maturity Value.

During each Contract Year, You may withdraw the Preferred Withdrawal Amount without incurring a Withdrawal Charge; however, the amount withdrawn may be subject to any applicable Taxes. If You do not withdraw the entire Preferred Withdrawal Amount during a Contract Year, any remaining Preferred Withdrawal Amount will not increase the Preferred Withdrawal Amount in a subsequent Contract Year. The Preferred Withdrawal Amount is only available during the Investment Option Period.

Preferred Withdrawals during the Investment Option Period will be made in the proportion that each Investment Option bears to the total Maturity Value.

The Preferred Withdrawal Amount will be reduced by the withdrawal request amount for each gross withdrawal; and by the adjusted withdrawal request amount for each net withdrawal. Upon taking a portion or all of Your Preferred Withdrawal Amount, the Interim Value will be reduced by the same proportion as the Maturity Value.

Withdrawals You have a right to withdraw part or all of the remaining Interim Value during the Investment Option Period after You have withdrawn Your entire Preferred Withdrawal Amount, or the Access Account Value during the Access Account Period.

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If, during the Investment Option Period, the sum of withdrawals taken during the Contract Year exceeds Your Preferred Withdrawal Amount, the withdrawal amount in excess of Your Preferred Withdrawal Amount will be treated as a withdrawal of Interim Value, and reduce Your Maturity Value in the same proportion as Your Interim Value. Withdrawals during the Investment Option Period will be made in the proportion that each Investment Option bears to the total Maturity Value.

Withdrawals are subject to deductions for applicable Withdrawal Charges and Taxes. When You make a withdrawal, You must specify whether You choose to make a gross withdrawal or a net withdrawal. Under a gross withdrawal, the deductions are made to the amount of Your withdrawal request (“Withdrawal Request Amount”). Under a net withdrawal, You receive the full Withdrawal Request Amount; however, the deductions are made based upon an adjusted Withdrawal Request Amount (“Adjusted Withdrawal Request Amount”) that, after deductions, results in the full Withdrawal Request Amount. If You do not specify which of these options You choose, Your withdrawal will be deemed to be a gross withdrawal.

A withdrawal must reduce Your Interim Value or Access Account Value by at least $250. If any withdrawal reduces Your Interim Value or Access Account Value to less than $3,000, We may treat the request as a withdrawal of the entire Interim Value or Access Account Value, which constitutes Termination of the Contract.

Withdrawal Charge A Withdrawal Charge will be assessed on withdrawals, unless otherwise specified in the provisions of this Contract. Your Withdrawal Charge schedule is shown on the Annuity Data Page.

The Withdrawal Charge is determined by multiplying the Withdrawal Charge percentage corresponding to the Contract Year as shown on the Annuity Data Page by the amount of the Interim Value withdrawn. The amount the Interim Value was reduced due to the Preferred Withdrawal Amount is not subject to Withdrawal Charge.

Withdrawal Charge during the Investment Option Period will be made in the proportion that each Investment Option bears to the total Interim Value.

Any Withdrawal Charge will be waived on withdrawals taken to satisfy Code minimum distribution rules. The waiver of Withdrawal Charge under this provision is permitted only for withdrawals that satisfy Code under distributions rules.

Subject to any such waiver of Withdrawal Charges, any withdrawals taken to satisfy minimum distribution rules under the Code will reduce the Preferred Withdrawal Amount by the Withdrawal Request Amount, as defined under the “Withdrawals” provision.

We may waive Withdrawal Charges if this Contract is surrendered, and the entire proceeds of the surrender are directly used to purchase a new Contract also issued by Us or any affiliated company. Such waivers will be granted on a non-discriminatory basis.

Taxes Any premium tax and any other applicable Taxes relating to this Contract incurred on the Issue Date may be deducted from the Purchase Payment. Any Taxes relating to this Contract incurred at a date later than the Issue Date may be deducted from the Maturity Value, Interim Value, Access Account Value and/or Death Benefit.

TerminationThis Contract terminates upon payment of the Death Benefit, the last Income Payment or withdrawal of the entire Interim Value or Access Account Value. If any withdrawal reduces the Interim Value or Access Account Value to less than $3,000, We may treat the request as a withdrawal of the entire Interim Value or Access Account Value.

PAYMENTS UPON DEATH

Death of Owner If You die before the Payout Start Date, the new Owner will be the surviving Owner. If there is no surviving Owner, the Beneficiary(ies) will become Vested Beneficiary(ies) and will obtain certain rights as described below.

If there is more than one Vested Beneficiary taking a share of the Death Benefit, described in the “Death Benefit” provision, each Vested Beneficiary will be treated as a separate and independent Vested Beneficiary of his or her

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respective share of the Death Benefit. Each Vested Beneficiary will exercise all rights related to his or her share of the Death Benefit, including the sole right to elect one of the Option(s) below for his or her respective share. Each Vested Beneficiary may designate a Beneficiary(ies) for his or her respective share, but that designated Beneficiary(ies) will be restricted to the Option chosen by the original Vested Beneficiary.

The Options available to the Vested Beneficiary will be determined by the applicable following Category in which the Vested Beneficiary is defined. An Option will be deemed to have been chosen on the day We receive written notification in a form satisfactory to Us. Once an option is selected, it will be irrevocable.

Category 1.

If Your spouse is the sole Vested Beneficiary of the entire Contract, Your spouse will become the new Owner and the Contract will continue in the Accumulation Phase, unless Your spouse chooses from Options A, B or C described below. Spouse for this purpose is as defined by Federal Law.

If You were also the Annuitant, then Your spouse will be the new Annuitant.

Category 2.

If the Vested Beneficiary is a Natural Person who is not Your spouse, or if there are multiple living Vested Beneficiaries, the Vested Beneficiary(ies) must (each) choose from Options A, B or C as described below. If a Vested Beneficiary does not choose one of these Options, Option A will apply for such Vested Beneficiary.

Category 3.

If the Vested Beneficiary is a corporation, trust, or other Non-Natural Person, the Vested Beneficiary must choose between Options A or C, described below. If the Vested Beneficiary does not choose either of these Options, Option A will apply.

The following Death of Owner Options are available, as applicable:

Option A.

The Vested Beneficiary may receive the Death Benefit payable within 5 years of the date of Your death. Withdrawal Charges will be waived for any withdrawals made during this 5-year period.

If the Vested Beneficiary dies before the end of the 5-year period and before the complete liquidation of the Death Benefit, then the Vested Beneficiary’s Beneficiary(ies) will receive the remaining Death Benefit. This amount must be fully withdrawn within 5 years of the date of Your death.

Option B.

The Vested Beneficiary may elect, within 11 months of the date of Your death, to receive the Death Benefit paid out under one of the Income Plans that are available at that time, subject to the following conditions. Income payments must begin within one year of Your date of death.

Option C.

The Vested Beneficiary may elect to receive the Death Benefit in a lump sum.

All ownership rights subject to the conditions stated in this provision are available to the Vested Beneficiary from the date of Your death until the date on which the Death Benefit is paid. Any restrictions placed by You on the Beneficiary will continue to apply to the Beneficiary if the Beneficiary becomes the Vested Beneficiary.

We reserve the right to offer additional Death of Owner Options.

If the Owner Dies after the Payout Start Date, refer to the Payout Phase provision of this Contract.

Death of Annuitant If the Annuitant who is also the Owner dies before the Payout Start Date, the “Death of Owner” provision above applies.

If the Annuitant who is not also the Owner dies before the Payout Start Date, the Options available to the Owner will be determined by the applicable following Category in which the Owner is defined.

Category 1.

If the Owner is a Natural Person, the Contract will continue in the Accumulation Phase with a new Annuitant.

The new Annuitant will be:

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•

A person You name by written request, subject to the conditions described in the “Annuitant” provision of this Contract; otherwise,

•

The youngest Owner; otherwise,

•

The youngest Beneficiary.

Category 2.

If the Owner is a Non-Natural Person, the Owner must choose between Options A or B, described below. If the Owner does not choose either of these Options, Option A will apply.

The following options are available, as applicable:

Option A.

The Owner may receive the Death Benefit payable within 5 years of the date of Your death. Withdrawal Charges will be waived for any withdrawals made during this 5-year period.

If the Owner dies before the end of the 5-year period and before the complete distribution of the Death Benefit, then the Owner’s Beneficiary(ies) will receive the remaining Death Benefit. This amount must be fully withdrawn within 5 years of the date of Your death.

Option B.

The Owner may elect to receive the Death Benefit in a lump sum.

All ownership rights, subject to the conditions stated in this provision, are available to the Owner from the date of the Annuitant’s death until the date on which the Death Benefit is paid.

We reserve the right to offer additional Death of Annuitant Options.

If the Annuitant dies after the Payout Start Date, refer to the “Payout Phase” provision of this Contract.

Death Benefit is equal to:

•	If the date we accept due proof of death is during the Investment Option Period, the greatest of:

•

Maturity Value, less Taxes;

•

Interim Value, less Withdrawal Charges, less Taxes;

•

The Purchase Payment, adjusted in the same proportion as the Interim Value is reduced upon a partial withdrawal, less Taxes.

•	If the date we accept due proof of death is during the Access Account Period, the greatest of:

•

Access Account Value, less Taxes;

•

The Purchase Payment, adjusted in the same proportion as the Interim Value and Access Account Value is reduced upon a partial withdrawal, less Taxes.

The value of the Death Benefit is calculated on the date We accept the first complete request for settlement from any Owner. A complete request must include due proof of death. The Death Benefit will include interest, accrued from the date We accept the first complete request for settlement from any Owner to the date We process payment. The interest rate will not be lower than that required by the state of issue.

At the time We accept due proof of death, and Death of Owner Option A or B, or Death of Annuitant Option A is elected, the Maturity Value of all Investment Options will be transferred to the Access Account. To the extent that Maturity Value is less than the Death Benefit, We will add to the Access Account the amount necessary such that the Maturity Value of the Access Account equals the Death Benefit.

PAYOUT PHASE

Payout Phase The period of this Contract that begins on the Payout Start Date (unless the Contract is terminated before then) and continues until the last Income Plan payment is made.

Payout Start Date The Payout Start Date is the date the Interim Value (if during the Investment Option Period), the Maturity Value (at expiration of the Investment Option Period), or Access Account Value (during the Access Account Period), less any applicable Taxes is applied to an Income Plan.

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The Payout Start Date must be at least 13 months after the Issue Date, and occur on or before the Contract Maturity Date.

Income Plan The Interim Value (if during the Investment Option Period), the Maturity Value (at expiration of the Investment Option Period), or Access Account Value (during the Access Account Period), less any applicable Taxes, will be applied to the Income Plan below. The monies applied to the Income Plan under this Contract will not be less than the minimum benefits required by any statute of the state in which the Contract is delivered.

Income Plan - Life Income with Guaranteed Payment Period

We will make payments until the death of the Annuitant or until the end of the Guaranteed Payment Period, whichever is later. The Guaranteed Payment Period may range from 0 to 240 months. If the Annuitant is age 90 or older on the Payout Start Date, the Guaranteed Payment Period may range from 60 to 240 months.

We reserve the right to offer additional Income Plans.

Payout Terms and Conditions The income payments are subject to the following terms and conditions:

•

If the Interim Value or Access Account Value is less than $3,000 when it is applied to the Income Plan You choose, or if the Interim Value or Access Account Value is not enough to provide an initial payment of at least $20 when it is applied to the Income Plan You choose, We reserve the right to:

•

Change the payment frequency to make the payment at least $20; or

•

Terminate the Contract and pay You the withdrawal value available in a lump sum.

•

If We do not receive a notification of Your selection of an Income Plan, in a form satisfactory to Us, at least 30 days before the Contract Maturity Date, the Income Plan will be deemed to be a Life Income with a Guaranteed Payment Period of 120 months.

•

If You choose an Income Plan which depends on any person’s life, We may require:

•

Proof of age and sex before income payments begin; and

•

Proof that the Annuitant is still alive before We make each payment.

•

After the Payout Start Date:

•

A new Income Plan may not be selected;

•

Amounts may not be reallocated to a different Income Plan;

•

The Income Plan cannot be changed;

•

Withdrawals cannot be made; and

•

The Annuitant may not be changed.

•

If any Owner dies during the Payout Phase, the new Owner will be the surviving Owner. If there is no surviving Owner, the Beneficiary(ies) will acquire certain contractual rights as described in the “Beneficiary” provision. Any remaining income payments will be paid to the Beneficiary as scheduled.

ANNUITY INCOME PAYMENT TABLES

A series of payments on a scheduled basis will begin on the Payout Start Date if the Contract is in force. Minimum income tables, for Income Plans available at annuitization, will be based upon the Annuity 2000 Mortality Tables and an assumed interest rate of 1%. Adjusted Annuitization Age, the age used in calculating income payments, is

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the actual age of the Annuitant(s) on the Payout Start Date, subtracted by 5 years, and then subtracted by 1 additional year for each 5 full years elapsed between 1/1/2000 and the Payout Start Date. We reserve the right on a non-discriminatory basis, to offer higher income payment levels that may vary based on the Contract Year in which the Payout Phase begins.

Income Plan – Guaranteed Payment Period

Monthly Income Payments for each $1,000 Applied to this Income Plan
Guaranteed Payments Periods in Months
	0		120		240
Adjusted Annuitization Age	Male	Female	Male	Female	Male	Female
50	2.98	2.75	2.97	2.74	2.89	2.70
51	3.06	2.81	3.03	2.80	2.95	2.75
52	3.13	2.87	3.11	2.86	3.01	2.81
53	3.21	2.94	3.18	2.92	3.07	2.87
54	3.29	3.01	3.26	2.99	3.14	2.93
55	3.37	3.08	3.34	3.06	3.20	2.99
56	3.47	3.16	3.43	3.14	3.27	3.06
57	3.56	3.24	3.52	3.22	3.34	3.12
58	3.66	3.33	3.61	3.30	3.41	3.19
59	3.77	3.42	3.71	3.39	3.48	3.26
60	3.89	3.52	3.82	3.49	3.55	3.34
61	4.01	3.62	3.93	3.58	3.62	3.41
62	4.14	3.73	4.05	3.69	3.69	3.49
63	4.28	3.85	4.17	3.80	3.76	3.57
64	4.43	3.98	4.30	3.91	3.83	3.64
65	4.58	4.11	4.43	4.03	3.90	3.72
66	4.75	4.25	4.57	4.16	3.97	3.80
67	4.93	4.40	4.72	4.30	4.04	3.88
68	5.12	4.57	4.87	4.44	4.10	3.95
69	5.33	4.74	5.03	4.59	4.16	4.02
70	5.54	4.93	5.20	4.75	4.21	4.09
71	5.78	5.13	5.36	4.92	4.26	4.16
72	6.02	5.35	5.54	5.09	4.31	4.22
73	6.29	5.59	5.71	5.28	4.35	4.28
74	6.57	5.84	5.89	5.47	4.39	4.33
75	6.87	6.12	6.08	5.66	4.43	4.37
76	7.19	6.42	6.26	5.86	4.46	4.41
77	7.53	6.74	6.45	6.07	4.48	4.45
78	7.90	7.09	6.63	6.28	4.51	4.48
79	8.30	7.47	6.81	6.49	4.52	4.50
80	8.72	7.88	6.99	6.70	4.54	4.52

GENERAL PROVISIONS

The Entire Contract The entire Contract consists of this Contract, any application, the Annuity Data Page and any endorsements and any riders.

All statements made in applications are representations and not warranties. No statement will be used by Us in defense of a claim or to void the Contract unless it is included in an application. If Your Contract is voided, You will receive Your Purchase Payment, less any withdrawals. Unless otherwise specified, all references in this Contract to days, months, or years shall mean calendar days, months or years.

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Only Allstate Life officers are authorized to change the Contract or waive a right or requirement of the Contract; no other individual is authorized to do this.

We may not modify this Contract without Your signed consent, except to make it comply with any changes in the Code or as required by any other applicable law, or as otherwise permitted by the terms of this Contract.

Incontestability This Contract will be incontestable after it has been in force during Your lifetime for a period of two years from the Issue Date.

If Your Contract is voided, You will receive any Purchase Payment less any withdrawals.

Misstatement of Age or Sex If any age or sex has been misstated, We will pay the amounts which would have been paid at the correct age and sex.

If We find the misstatement of age or sex after the income payments begin, We will:

Pay all amounts underpaid including interest calculated at an effective annual rate according to applicable state law; or

Stop payments until the total income payments made are equal to the total amounts that would have been made if the correct age and sex had been used.

Annual Statement At least once a year, before the Payout Start Date, We will send a statement to You at the last known address We have for You in Our records. The information presented will comply with any applicable law.

Settlements We must receive due proof of death of the Owner or due proof of death of the Annuitant before the settlement of a death claim.

Any full withdrawal or payment of the Death Benefit under this Contract will not be less than the minimum benefits required by any statute of the state in which the Contract is delivered.

Deferment of Payments We reserve the right to postpone withdrawal or surrender payments for up to six

months. Where required, We will make written request to, and obtain prior written approval from, the state insurance commissioner. If We elect to postpone payments for 30 days or more, We will pay interest as required by applicable law. Any such interest will be payable from the date the payment request is received by Us to the date the payment is made.

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M.,1)';3;?+^0MM7./N)GK_`!-STZLU))?BWKL=G932V_AK3CF> M8N#B MO3M/TZRTJS2ST^UBMK=/NQQ*%`_^O5FBBN4\.^#6TO6KO4[^X6Z999!IT?)% MI$[ECC/\3%N3[8S75T44444444444444457OKZUTVREO+V=(+>%2SR.>`!7D MEHNI_%GQ;]KFC,'AJR)$9QS(,\CW9L<_W1[GGI/'.EZUK]U8>$='B:TTORUD MO;G)5?+!P(P<')P,X^E=CH^CV.@Z7!ING0B*W@7"KU)]23W)JX$4,6"@,W4@ M EX-4 7 alicrightfitexh04b.htm EXHIBIT 4(B) FORM OF WAIVER OF CHARGES ENDORSEMENT

ALLSTATE LIFE INSURANCE COMPANY

1-800-632-3492

Waiver of Charges Endorsement

This endorsement is attached to and made part of Your Contract as of the Issue Date.

The benefits provided by this endorsement do not impact any tax liabilities or IRS penalties incurred as a result of a withdrawal. You are responsible for all such liabilities and penalties.

The following is added to Your Contract:

We will increase the Preferred Withdrawal Amount of the Contract to equal the Maturity Value if:

On a date after the first Contract Anniversary, a Licensed Health Care Practitioner first certifies that any Owner or if the Owner is a Non-Natural Person, the Annuitant, cannot perform at least two of the six Activities of Daily Living, for at least 90 consecutive days; and

At least 90 days have passed since such certification by the Licensed Health Care Practitioner.

Acceptable certification includes, but is not limited to, a letter signed by the Licensed Health Care Practitioner.

Definitions

Activities of Daily Living - Activities of Daily Living are:

1.	Bathing: Washing oneself by sponge bath; or in either a tub or shower, including the task of getting into or out of the tub or shower.

2.	Continence: The ability to maintain control of bowel and bladder function; or when unable to maintain control of bowel or bladder function, the ability to perform associated personal hygiene (including caring for catheter or colostomy bag).

3.	Dressing: Putting on and taking off all items of clothing and any necessary braces, fasteners or artificial limbs.

4.	Eating: Feeding oneself by getting food into the body from a receptacle (such as a plate, cup or table) or by a feeding tube or intravenously.

5.	Toileting: Getting to and from the toilet, getting on and off of the toilet, and performing associated personal hygiene.

6.	Transferring: Moving into or out of a bed, chair or wheelchair.

Immediate Family - Your spouse, children, parents, grandparents, grandchildren, siblings or corresponding in-laws.

Licensed Health Care Practitioner - Any:

1.	Physician; or

2.	Registered Nurse; or

3.	Licensed Social Worker.

The Licensed Health Care Practitioner must not be You or a member of Your Immediate Family.

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Licensed Social Worker - A duly licensed social worker acting within the scope of his or her license at the time the treatment or service is performed.

Physician - A licensed medical doctor (M.D.) or a licensed doctor of osteopathy (D.O.) practicing within the scope of his or her license.

Registered Nurse (R.N.) - A duly licensed nurse acting within the scope of his or her license at the time the treatment or service is performed.

Except as amended in this endorsement, the Contract remains unchanged.

Susan L. Lees

Matthew E. Winter

Secretary

President and Chief Executive Officer

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EX-4 8 alicrightfitexh04c.htm EXHIBIT 4(C) FORM OF WAIVER OF CHARGES ENDORSEMENT

ALLSTATE LIFE INSURANCE COMPANY

1-800-632-3492

Waiver of Charges Endorsement

This endorsement is attached to and made part of Your Contract as of the Issue Date.

The benefits provided by this endorsement do not impact any tax liabilities or IRS penalties incurred as a result of a withdrawal. You are responsible for all such liabilities and penalties.

The following provisions are added to Your Contract:

Waiver for Confinement in Long Term Care Facility or Hospital We will increase the Preferred Withdrawal Amount of the Contract to equal the Maturity Value if at least 30 days after the Issue Date any Owner, or, if the Owner is a Non-Natural Person, the Annuitant is first confined to a Long Term Care Facility or Hospital under the following conditions:

§	confinement is for at least 90 consecutive days;

§	confinement is prescribed by a Physician, such prescription must be at least 30 days after the Issue Date of the Contract;

§	confinement is Medically Necessary; and

§	the request for a withdrawal and Due Proof of confinement are received by Us no later than 90 days after discharge.

"Physician" is a licensed medical doctor (M.D.) or a licensed doctor of osteopathy (D.O.) practicing within the scope of his or her license. For purposes of this endorsement, “Physician” does not include any Owner or Annuitant or the spouse, children, parents, grandparents, grandchildren, siblings, or in-laws of any Owner or Annuitant.

"Due Proof" includes, but is not limited to, a letter signed by a Physician stating the dates the Owner or Annuitant was confined, the name and location of the Long Term Care Facility or Hospital, a statement that the confinement was Medically Necessary, and, if released, the date the Owner or Annuitant was released from the Long Term Care Facility or Hospital.

"Medically Necessary" means appropriate and consistent with the diagnosis in accord with accepted standards of practice, and which could not have been omitted without adversely affecting the individual's condition.

"Long Term Care Facility" is a facility which:

1.	is located in the United States or its territories;

2.	is licensed by the jurisdiction in which it is located;

3.	provides custodial care under the supervision of a Registered Nurse (R.N.); and

4.	can accommodate three or more persons.

"Hospital" is a facility which:

1.	is licensed as a hospital by the jurisdiction in which it is located;

2.	is supervised by a staff of licensed physicians;

3.	provides nursing services 24 hours a day by, or under the supervision of, a Registered Nurse (R.N.);

4.	operates primarily for the care and treatment of sick or injured persons as inpatients for a charge; and

5.	has access to medical, diagnostic and major surgical facilities.

Waiver for Terminal Illness We will increase the Preferred Withdrawal Amount of the Contract to equal the Maturity Value if at least 30 days after the Issue Date any Owner, or, if the Owner is a Non-Natural Person, the Annuitant is first diagnosed by a Physician as having a Terminal Illness. The request for the withdrawal must be received by Us at least 30 days after the Issue Date. Due Proof of the diagnosis must be given to Us prior to, or at the time of, the withdrawal request. We may require a second opinion at our expense by a Physician chosen by Us. In the

Page 1

LU10976

(5/10)

event that the first and second Physicians disagree, We will require a third opinion at our expense by a Physician chosen by Us. We will honor a consensus of any two of the three Physicians.

"Due Proof" includes, but is not limited to, a letter signed by a Physician stating that the Owner or Annuitant has a Terminal Illness and the date the Terminal Illness was first diagnosed.

"Terminal Illness" is a condition which is expected to result in death within one year from the date of onset for 80% of the diagnosed cases.

Waiver for Unemployment We will increase the Preferred Withdrawal Amount of the Contract to equal the Maturity Value for exactly one withdrawal prior to the Payout Start Date if:

1.	You become unemployed at least 1 year after the Issue Date of the Contract; and

2.	You receive Unemployment Compensation for at least 30 consecutive days as a result of that Unemployment; and

3.	this benefit is exercised within 180 days of Your initial receipt of Unemployment Compensation.

If the Owner is a Non-Natural Person, then the above three conditions apply to the Annuitant.

This benefit may be exercised only once while the Contract is in force.

Before We increase the Preferred Withdrawal Amount, You must give Us Due Proof that the Owner or Annuitant has been unemployed and have been granted Unemployment Compensation for at least 30 consecutive days. You must give Us Due Proof prior to, or at the time of, the withdrawal request.

"Unemployment Compensation" means Unemployment Compensation received from a unit of government in the U.S. (state or federal).

"Due Proof" includes, but is not limited to, a legible photocopy of an Unemployment Compensation payment that meets the above described criteria with regard to dates and a signed letter from You stating that the Owner or Annuitant meets the above described criteria.

Except as amended in this endorsement, the Contract remains unchanged.

Susan L. Lees

Matthew E. Winter

Secretary

President and Chief Executive Officer

Page 2

LU10976

(5/10)

EX-4 9 alicrightfitexh04d.htm EXHIBIT 4(D) FORM OF BAILOUT ENDORSEMENT

ALLSTATE LIFE INSURANCE COMPANY

1-800-632-3492

Bailout Rate Endorsement

This endorsement is attached to and made part of Your Contract as of the Issue Date.

Bailout RateDuring the Contract Years in which a Withdrawal Charge will apply, if the Maximum Investment Performance Rate for an Investment Option is less than the Bailout Rate specified on the Annuity Data Page, You may withdraw all or a portion of the Investment Option Maturity Value allocated to that Investment Option during the 30 day period following the Contract Anniversary without incurring a Withdrawal Charge. Upon withdrawal, the Investment Option Interim Value will be reduced by the same proportion as the Investment Option Maturity Value. We must receive Your request in writing during the 30 day period following the Contract Anniversary, in a form satisfactory to Us.

At any time while the Maximum Investment Performance Rate is less than the Bailout Rate specified on the Annuity Data Page for a given Investment Option, We may at Our own discretion restrict the Transfer of Investment Option Maturity Value into such Investment Options.

The Bailout Rate for each Investment Option is set on the Issue Date and will not change.

Except as amended by this endorsement, the Contract remains unchanged.

Susan L. Lees

Matthew E. Winter

Secretary

President and Chief Executive Officer

LU10978A

(5/10)

EX-4 10 alicrightfitexh04e.htm EXHIBIT 4(E) FORM OF BAILOUT ENDORSEMENT

ALLSTATE LIFE INSURANCE COMPANY

1-800-632-3492

Bailout Rate Endorsement

This endorsement is attached to and made part of Your Contract as of the Issue Date.

Bailout RateDuring the Investment Option Period, for each Investment Option, if the Maximum Investment Performance Rate is less than the Bailout Rate specified on the Annuity Data Page, You may withdraw all or a portion of the Investment Option Interim Value allocated to that Investment Option during the 30 day period following the Contract Anniversary without incurring a Withdrawal Charge. Upon withdrawal, the Investment Option Maturity Value will be reduced in the same proportion as the Investment Option Interim Value. We must receive Your request in a form satisfactory to Us.

At any time while the Maximum Investment Performance Rate is less than the Bailout Rate specified on the Annuity Data Page, We may at Our own discretion restrict the Transfer of Investment Option Maturity Value into such Investment Options.

The Bailout Rate for each Investment Option is set on the Issue Date and will not change.

Except as amended by this endorsement, the Contract remains unchanged.

Susan L. Lees

Matthew E. Winter

Secretary

President and Chief Executive Officer

LU10978B

(5/10)

EX-4 11 alicrightfitexh04f.htm EXHIBIT 4(F) FORM OF CREDIT ENHANCEMENT ENDORSEMENT

ALLSTATE LIFE INSURANCE COMPANY

1-800-632-3492

Credit Enhancement Endorsement

This endorsement is attached to and made part of Your Contract as of the Issue Date.

Credit Enhancement A Credit Enhancement will be added to the Contract as of the Issue Date of the Contract. The Credit Enhancement percentage is shown on the Annuity Data Page. We will allocate the Credit Enhancement to Your Investment Option(s) in the proportions You elected for Your Purchase Payment. Credit Enhancements are not treated as an investment in the Contract for income tax purposes. Credit Enhancements will be considered to be included in the Purchase Payment for all provisions contained in this Contract, except for the Death Benefit.

Except as amended by this endorsement, the Contract remains unchanged.

Susan L. Lees

Matthew E. Winter

Secretary

President and Chief Executive Officer

LU10979

(5/10)

EX-4 12 alicrightfitexh04g.htm EXHIBIT 4(G) FORM OF APPLICATION

Allstate Life Insurance Company

2920 S.84^th Street, Lincoln, NE 68506

Phone 1-800-632-3492 FAX 1 -877-525-2689

Make check payable to: Allstate Life Insurance Company

Application for the

Allstate^® RightFit^SM Annuity

Single Premium Deferred Annuity

Issued by Allstate Life Insurance Company

For Applicants in Arizona: Upon your written request we will provide you, within a reasonable period of time, reasonable factual information concerning the benefits and provisions of the annuity contract. If for any reason you are not satisfied with this contract, you may return it within 30 days after it is delivered and we will refund to you the Interim Value of the Contract as of the date of cancellation.

1. OWNER – If the owner is a trust or other non-natural entity, it is the surviving owner that will receive any death benefit due regardless of any beneficiaries designated in the contrract.

Owner’sName		__M __ F Gender	SSN/TIN	Date of Birth (MM/DD/YYYY)
Street Address		City/State/Zip	Telephone	EMail Address )
Joint Owner’s Name		__M __ F Gender r	SSN/TIN	Date of Birth (MM/DD/YYYY
Street Address	City/State/Zip	Telephone	EMail Address	Relationship to Owner

2. OWNER TYPE – Non-natural owners (except certain Grantor Trusts) generally do not receive tax deferral

__Individual/Joint	__Partnership	__Minor(UTMA/UGMA) __Charitable Remainder Trust1	__ Corporation/Association
__GrantorTrust1,2	__NonGrantorTrust1,3	__Tax Exempt/Non Profit Organization
1Trustee Name(s)		1Date of Trust
			(MM/DD/YYYY)
2Grantor Name		2Grantor Date of Birth

(MM/DD/YYYY)

³ For Non GrantorTrusts, Trustee certifies that all trust Beneficiaries are natural persons. (Trustee Initial Here)

3. ANNUITANT – Must be a natural person. Leave blank only if the Annuitant is that same of sole Owner.

__M __F
Annuitant’s Name	Gender	SSN	Date of Birth (MM/DD/YYYY)
Street Address	City/State/Zip		Relationship to Owner

4. BENEFICIARY – Include additional information in the Special Instructions section, including information for minor beneficiaries.

1.Primary Beneficiary Name

SSN/TIN

Date of Birth (MM/DD/YYYY)

Relationship to Owner Percentage

Street Address (No PO Boxes or C/O)

2. Name__Co-Primary__ Contingent Street Address (No PO Boxes or C/O)

SSN/TIN

City

Date of Birth

(MM/DD/YYYY)

City

State Zip %

Relationship to Owner Percentage

State Zip

5. CITIZENSHIP – If more space is necessary, use Special Information section.

Are the following parties U.S.Citizens? (If “NO” complet ebelow)? Owner__ Yes __No

? JointOwner __Yes __No

● Annuitant __Yes __No●

Beneficiary(ies) __Yes __No

1. Full Name

Party (e.g .“Owner”)

Country of Citizenship

Permanent Resident Card Numbe r(AttachCopy)

2.FullName

VisaNumberandType(Attachcopy)Party(e.g.“Owner”)

CountryofCitizenship

Permanent Resident Card Number (Attach Copy)

Visa Number and Type (Attach copy)

6. PURCHASE PAYMENT – The minimum Purchase Payment is $10,000

Payment Information: Cash with application: $

Approximate 1035 or transfer/rollover amount: $

Total Purchase Payment: $

Source of Payment:	__Regular	__Transfer 1,2	__Rollover 1,2	__1035 Exchange 1,2
1Origin of Payment:	__Fixed Annuity	__Variable Annuity	__Fixed Life	__Variable Life	__Non Insurance Asset

²Additional form required to request funds

IunderstandthatthecontractwillnotbeissuedandPurchasePaymentswillnotbeappliedtotheInvestmentOption(s)untilthelastsourceofpaymentisreceived,inaccordancewiththeprospectus.(InitialHere)

MethodofPayment:__PersonalCheck__Cashier’sCheck__MoneyOrder__Wire__Other

7. PURCHASE PAYMENT ALLOCATION – You must allocate your Purchase Payment to at least oneInvestment Option. The minimum allocation amount to any one Investment Option is $2,000 or an equivalent percentage. If your initial allocation to any Investment Option(s) is less than the Investment Options minimum allocation requirement, we will re-allocate your Purchase Payment to other Investment Options on a pro-rate basis to meet the minimum allocation requirement. If Purchase Payment includes approximate 1035 or transfer/rollover amounts, allocations mustbe in percentages. Purchase Payment Allocations must be in whole percentages and equal 100%.

Investment Option Periods:	__ 5 Year	Investment Options:	__ConservativeFitSM	$	or	%
(You may only select one Investment Option Period per application)	__7Year		__ModerateFitSM	$	or	%
	__ 10 Year		__AggressiveFitSM	$	or	%

8. TAX QUALIFICATION OF ANNUITY APPLIED FOR

NonQualified

Qualified (Please select one): __Traditional IRA __SEP IRA¹ __SIMPLE IRA __Roth IRA²

Payment Tax Year (if applicable)

Contribution Amount $

¹For SEP Only: __Traditional IRA Contribution __SEP IRA Contribution

²Transfer/rollovers from a Designated Roth Account will be accepted only into a Roth IRA.

9. TAX QUALIFICATION STATUS OF PREMIUM SOURCE

__ Non Qualified
__Qualified* (Please select one): __Traditional IRA		__SEP IRA	__SIMPLE IRA	__Keogh/401 Plan
	__TSA/403(b)	__Roth IRA	__457 Plan	__Designated Roth Account**
	__Employer Qualified Retirement Plan (401(a), 401(k), Keoghs)

*If indirect rollover, the owner has 60 days from the date they receive the funds to reinvest the funds. Any Recharacterization, Conversion, Rollover or Qualified Rollover Contribution would involve additional documentation in order to process.

**A Designated Roth Account may only transfer/rollover to a Roth IRA.

10. REPLACEMENT

•

Do you have any existing annuity or life insurance contracts? __Yes__No

•

Has or will this annuity replace or change any existing annuity or life insurance (including borrowing)? __Yes__No

(IfYes,completethefollowing.)

Company

Contract/Policy No.

Insured/Annuitant

Company

Contract/PolicyNo.

Insured/Annuitant

11. SPECIAL INSTRUCTIONS

12. IMPORTANT INFORMATION AND SIGNATURES

For Applicants in Arkansas, Maine, New Mexico, and Ohio: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties.

For Applicants in Colorado: It is unlawfull to knowingly provide false, incomplete, or misleading facts or information to an insurance Company for the purpose of defrauding or attempting to defraud the Company. Penalties may include imprisonment, fines, denial of insurance, and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, ormisleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies.

For Applicants in District of Columbia and Rhode Island: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

For Applicants in Florida: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO INJURE, DEFRAUD OR DECEIVE ANY INSURER FILES A STATEMENT OF CLAIM OR AN APPLICATION CONTAINING ANY FALSE, INCOMPLETE, OR MISLEADING INFORMATION IS GUILTY OF A FELONY OF THE THIRD DEGREE.

For Applicants in Kentucky and Pennsylvania: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties.

For Applicants in Louisiana and Maryland: Any person who knowingly and willfully presents a false or fraudulent claim for payment of a loss or benefit or who knowingly and willfully presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

For Applicants in New Jersey: Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties.

For Applicants in Puerto Rico: Any person who, knowingly and with intent to defraud, presents false information in an insurance request form, or who presents, helps or has presented a fraudulent claim for the payment of a loss of other benefit, or presents more than one claim for the same damage loss, will incur a felony, and upon conviction will be penalized for each violation with a fine no less than five thousand (5,000) dollars nor more than ten thousand (10,000) dollars, or imprisonment for a fixed term of three (3) years, or both penalties. If aggravated circumstances prevail, the fixed established

imprisonment may be increased to a maximum of five (5) years; if attenuating circumstances prevail, it may be reduced to a minimum of two (2) years.

For Applicants in Tennessee, Virginia and Washington: It is a crime to knowingly provide false, Incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties may include imprisonment, fines or a denial of insurance benefits.

I represent that the information I have provided in this application is complete and true to the best of my knowledge and belief. I have read and acknowledge the Important Information above. I acknowledge for Tax Qualified Annuity contracts that all additional forms and disclosures will be sent directly to me. I have received a current prospectus for the contract.

I understand that based upon the Purchase Payment Allocations(s) that I have selected, my Purchase Payment maybe exposed to investment loss, subject to the limitations set forth in the Investment Options.

SUBSTITUTE FORM W9 Underpenalties of perjury, I certify that:

•

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or

•

I am a U.S. person (including U.S. resident alien).

The Internal Revenue Service does not require your consent to any provisions of this document other than the certification required to avoid backup withholding.

SIGN HERE

Owner Signature

Date (MM/DD/YYYY)

Joint Owner Signature

Date (MM/DD/YYYY)

Annuitant Signature

Signed at (City/State)

Date (MM/DD/YYYY)

13. Agent Use Only

A. To the best of your knowledge, does the customer have any existing annuity or life insurance contracts?

__Yes__No

B. To the best of your knowledge, has or will this annuity replace or change any annuity or lifeinsurance (including borrowing)? __Yes __No

Select option, if applicable: __OptionA __OptionB (If no option is selected, the default will be Option A.)

SIGN HERE

Writing Agent Printed Name	Split %	Agent Number			Florida License Number
Agent Type ■Mult iLine Agent ■Financial Specialist ■Sales Producer		Phone No.()	Fax No.()			EMail Address
Partner Agent Printed Name	Split %	Agent Number			Florida License Number
Agent Type ■Multi Line Agent ■Financial Specialist ■Sales Producer		Phone No.()		Fax No.()			EMail Address

By my signature below, I certify that I have truly and accurately recorded on the application the information provided to me by the applicant.

Writing Agent Signarture

Partner Agent Signature.

EX-5 13 alicrightfitexh05.htm EXHIBIT 5 OPINION OF GENERAL COUNSEL

ALLSTATE LIFE INSURANCE COMPANY

LAW AND REGULATION DEPARTMENT

3100 Sanders Road, Suite J5B

Northbrook, Illinois 60062

Direct Dial Number 847-402-2271

Facsimile 847-326-6742

Susan L. Lees

Senior Vice President,

Secretary and General Counsel

September 15,

2010

TO:	ALLSTATE LIFE INSURANCE COMPANY

NORTHBROOK, ILLINOIS 60062

FROM:

SUSAN L. LEES

SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL

RE:	FORM S-3 REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

FILE NO. 333-_ _ _ _ _

With reference to the Registration Statement on Form S-3 filed by Allstate Life

Insurance Company (the "Company") with the Securities and Exchange Commission covering the Single Premium Deferred Annuity Contracts, known as the Allstate® RightFit^sm (the "Contracts"), I have examined such documents and such law as I have considered necessary and appropriate, and on the basis of such examination, it is my opinion that:

1. The Company is duly organized and existing under the laws of the State of Illinois and has been duly authorized to do business by the Director of Insurance of the State of Illinois.

2. The securities registered by the above Registration Statement when issued will be valid, legal and binding obligations of the Company.

I hereby consent to the filing of this opinion as an exhibit to the above referenced Registration Statement and to the use of my name under the caption "Legal Matters" in the Prospectus constituting a part of the Registration Statement.

Sincerely,

Susan L. Lees

Senior Vice President,

Secretary and General Counsel

EX-15 14 alicrightfitexh15.htm EXHIBIT 15 LETTER REGARDING UNAUDITED INTERIM FINANCIAL INFORMATION

September 15, 2010

Allstate Life Insurance Company

3100 Sanders Road

Northbrook, IL 60062

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of Allstate Life Insurance Company and subsidiaries (the “Company”) for the three-month and six-month periods ended June 30, 2010 and 2009, and have issued our report dated August 9, 2010. As indicated in such report, because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which was included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, is being incorporated by reference in this Registration Statement on Form S-3.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP

EX-23 15 alicrightfitexh23.htm EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-3 of our report dated March 12, 2010, relating to the consolidated financial statements and financial statement schedules of Allstate Life Insurance Company (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a change in recognition and presentation for other-than-temporary impairments of debt securities in 2009), which is incorporated by reference in the Prospectus, which is part of this Registration Statement, and to the references to us under the heading “Experts” in such Prospectus.

Chicago, Illinois

September 15, 2010

EX-24 16 alicrightfitexh24.htm EXHIBIT 24 POWERS OF ATTORNEY

POWER OF ATTORNEY

WITH RESPECT TO

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

The undersigned director of Allstate Life Insurance Company constitutes and appoints Susan L. Lees and Matthew E. Winter and each of them (with full power to each of them to act alone) as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

September 15,

2010

/s/ ROBERT K. BECKER

------------------------------------

Robert K. Becker

Director and Senior Vice President

POWER OF ATTORNEY

WITH RESPECT TO

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

September 15,

2010

/s/ DAVID A. BIRD

------------------------------------

David A. Bird

Director and Senior Vice President

POWER OF ATTORNEY

WITH RESPECT TO

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

September 15,

2010

/s/ MICHAEL B. BOYLE

------------------------------------

Michael B. Boyle

Director and Senior Vice President

POWER OF ATTORNEY

WITH RESPECT TO

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

September 15,

2010

/s/ DON CIVGIN

------------------------------------

Don Civgin

Director

POWER OF ATTORNEY

WITH RESPECT TO

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

September 15,

2010

/s/ MATTHEW S. EASLEY

------------------------------------

Matthew S. Easley

Director and Senior Vice President

POWER OF ATTORNEY

WITH RESPECT TO

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

September 15,

2010

/s/ MARK A. GREEN

------------------------------------

Mark A. Green

Director and Senior Vice President

POWER OF ATTORNEY

WITH RESPECT TO

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

The undersigned director of Allstate Life Insurance Company constitutes and appoints Susan L. Lees and Matthew E. Winter and each of them (with full power to each of them to act alone) as her true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

September 15,

2010

/s/ JUDITH P. GREFFIN

------------------------------------

Judith P. Greffin

Director, Senior Vice President and

Chief Investment Officer

POWER OF ATTORNEY

WITH RESPECT TO

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

September 15,

2010

/s/ JOSEPH P. LACHER JR.

------------------------------------

Joseph P. Lacher Jr.

Director

POWER OF ATTORNEY

WITH RESPECT TO

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

September 15,

2010

/s/ MARK R. LANEVE

------------------------------------

Mark R. LaNeve

Director

POWER OF ATTORNEY

WITH RESPECT TO

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

The undersigned director of Allstate Life Insurance Company constitutes and appoints John C. Pintozzi and Matthew E. Winter and each of them (with full power to each of them to act alone) as her true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

September 15,

2010

/s/ SUSAN L. LEES

------------------------------------

Susan L. Lees

Director, Senior Vice President,

General Counsel and Secretary

POWER OF ATTORNEY

WITH RESPECT TO

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

September 15,

2010

/s/ SAMUEL H. PILCH

------------------------------------

Samuel H. Pilch

Director, GroupVice President and Controller

POWER OF ATTORNEY

WITH RESPECT TO

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

September 15

2010

/s/ JOHN C. PINTOZZI

------------------------------------

John C. Pintozzi

Director, Senior Vice President and

Chief Financial Officer

POWER OF ATTORNEY

WITH RESPECT TO

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

September 15,

2010

/s/ THOMAS J. WILSON

------------------------------------

Thomas J. Wilson

Director and Chairman of the Board

POWER OF ATTORNEY

WITH RESPECT TO

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

The undersigned director of Allstate Life Insurance Company constitutes and appoints Susan L. Lees and John C. Pintozzi and each of them (with full power to each of them to act alone) as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

September 15,

2010

/s/ MATTHEW E. WINTER

------------------------------------

Matthew E. Winter

Director, President and Chief Executive Officer

EX-99 17 alicrightfitexh99.htm EXHIBIT 99 EXPERTS

Experts Language

The consolidated financial statements and financial statement schedules of Allstate Life Insurance Company as of December 31, 2009 and for each of the three years ended December 31, 2009, incorporated by reference in this Registration Statement on Form S-3, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report dated March 12, 2010 which is incorporated herein by reference. Such financial statements and financial statement schedules have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

With respect to the unaudited interim financial information for the three-month and six-month periods ended June 30, 2010 and 2009 which is incorporated herein by reference, Deloitte & Touche LLP, an independent registered public accounting firm, have applied limited procedures in accordance with the standards of the Public Company Accounting Oversight Board (United States) for a review of such information. However, as stated in their reports included in the Company's Quarterly Reports on Form 10-Q for the quarter ended June 30, 2010 and incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited interim financial information because those reports are not "reports" or a "part" of the Registration Statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act.