8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 20, 2008

ALLSTATE LIFE INSURANCE COMPANY

(Exact name of Registrant as Specified in Charter)

Illinois	0-31248	36-2554642
(State or other jurisdiction of organization)	(Commission File Number)	(IRS Employer Identification No.)

3100 Sanders Road
Northbrook, Illinois	60062
(Address of Principal Executive Offices)	Zip

Registrant’s telephone number, including area code: (847) 402-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 — Registrant’s Business and Operations

Item 1.01.              Entry into a Material Definitive Agreement

On May 20, 2008, Allstate Insurance Company (“AIC”), The Allstate Corporation, and certain affiliates, including the Registrant, entered into a Letter Agreement effective December 1, 2007.  The parties have entered into certain agreements (“Agreements”) among themselves on various dates that make reference to a “monthly intercompany settlement process” with regard to the timing of payments due under these Agreements.  In order to avoid any doubt with respect to the parties compliance with Statement of Statutory Accounting Principles No. 96 — Settlement Requirements for Intercompany Transactions, the parties have specified what the term “monthly intercompany settlement process” means by setting out specific dates for payments in this Letter Agreement, attached hereto as Exhibit 10.1.

The Registrant is a wholly-owned subsidiary of Allstate Insurance Company, a wholly-owned subsidiary of The Allstate Corporation.

Section 9 — Financial Statements and Exhibits

Item 9.01.              Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
10.1	Letter Agreement between Allstate Insurance Company, The Allstate Corporation and certain affiliates, including Allstate Life Insurance Company, effective December 1, 2007

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SIGNATURE

                Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALLSTATE LIFE INSURANCE COMPANY
By:	/s/ Mary J. McGinn
	Name:	Mary J. McGinn
	Title:	Vice President and Assistant Secretary

Date:   May 22, 2008

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EX-10.1

EXHIBIT 10.1

THIS LETTER AGREEMENT (“Letter Agreement”) effective December 1, 2007 by and among Allstate Insurance Company (“AIC”), The Allstate Corporation (“Allcorp”) and those affiliates of AIC whose signatures appear below (“Certain Affiliates”).  AIC, Allcorp, and Certain Affiliates are referred to herein collectively as the “Affiliates.”

WHEREAS, the Affiliates have entered into certain agreements among themselves on various dates that make reference to the “monthly intercompany settlement process” with regard to the timing of payments under such agreements (as listed in Exhibit A attached hereto, the “Agreements”); and

WHEREAS, in order to ensure compliance with Statement of Statutory Accounting Principles No. 96 — Settlement Requirements for Intercompany Transactions, the parties desire to specify the meaning of the “monthly intercompany settlement process” in this Letter Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be bound hereby, the parties agree as follows:

1. The parties hereby agree that references to the “monthly intercompany settlement process” in the Agreements shall mean the following:

a.     All intercompany account receivable balances greater than or equal to $1 million between Affiliates where one or more of the Affiliates is an insurance company will be settled no less frequently than monthly on the last day of the month using the previous month’s ending balance.

b. All other intercompany account receivable balances between Affiliates will be settled no less frequently than quarterly on the last day of each quarter using the previous month’s ending balances, provided, however, that all balances (payable or receivable) with Allstate Financial Services, LLC will be settled monthly in accordance with 1.a.

IN WITNESS WHEREOF, the parties hereto have executed this Letter Agreement as of the day and year first set forth above.

ALLSTATE INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President and Controller

THE ALLSTATE CORPORATION
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Controller, Vice President and Chief Financial Officer
ALFS, INC.
By:		/s/ Joseph P. Rath
		Joseph P. Rath
Title:		Vice President, General Counsel
		and Assistant Secretary
ALIC REINSURANCE COMPANY
By:		/s/ Samuel H. Pilch
		Samuel H. Pilch
Title:		Group Vice President
		and Controller
ALLSTATE ASSIGNMENT COMPANY
By:		/s/ Samuel H. Pilch
		Samuel H. Pilch
Title:		Group Vice President
		and Controller
ALLSTATE ASSURANCE COMPANY
By:		/s/ Samuel H. Pilch
		Samuel H. Pilch
Title:		Group Vice President
		and Controller
ALLSTATE COUNTY MUTUAL INSURANCE COMPANY
By:		/s/ Samuel H. Pilch
		Samuel H. Pilch
Title:		Group Vice President
		and Controller

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ALLSTATE DISTRIBUTORS, L.L.C.
By:	/s/ Joseph P. Rath
	Joseph P. Rath
Title:	Vice President, General Counsel
	and Secretary
ALLSTATE FINANCIAL ADVISORS, LLC
By:	/s/ Joseph P. Rath
	Joseph P. Rath
Title:	Vice President, General Counsel
	and Secretary
ALLSTATE FINANCIAL CORPORATION
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	President and Chief Executive Officer
ALLSTATE FINANCIAL SERVICES, LLC
By:	/s/ Joseph P. Rath
	Joseph P. Rath
Title:	Vice President, General Counsel
	and Secretary
ALLSTATE FINANCIAL, LLC
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	President and Chief Executive Officer
ALLSTATE FIRE AND CASUALTY INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller

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ALLSTATE FLORIDIAN INDEMNITY COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
ALLSTATE FLORIDIAN INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
ALLSTATE INDEMNITY COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
ALLSTATE INSURANCE COMPANY OF CANADA
By:	/s/ F. James Harvey
	F. James Harvey
Title:	Vice President, Chief Financial Officer
	and Secretary
ALLSTATE INTERNATIONAL INSURANCE HOLDINGS, INC.
By:	/s/ Karen C. Gardner
	Karen C. Gardner
Title:	Senior Vice President
ALLSTATE INVESTMENT MANAGEMENT COMPANY
By:	/s/ Mary J. McGinn
	Mary J. McGinn
Title:	Vice President, General Counsel
	and Secretary

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ALLSTATE INVESTMENTS, LLC
By:	/s/ Mary J. McGinn
	Mary J. McGinn
Title:	Vice President, General Counsel
	and Secretary
ALLSTATE LIFE INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
ALLSTATE MOTOR CLUB, INC.
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
ALLSTATE NEW JERSEY INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
ALLSTATE NEW JERSEY PROPERTY AND CASUALTY INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller

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ALLSTATE NON-INSURANCE HOLDINGS, INC.
By:		/s/ Samuel H. Pilch
		Samuel H. Pilch
Title:		Group Vice President
		and Controller
ALLSTATE NORTH AMERICAN INSURANCE COMPANY
By:		/s/ Samuel H. Pilch
		Samuel H. Pilch
Title:		Group Vice President
		and Controller
ALLSTATE PROPERTY AND CASUALTY INSURANCE COMPANY
By:		/s/ Samuel H. Pilch
		Samuel H. Pilch
Title:		Group Vice President
		and Controller
ALLSTATE REINSURANCE LTD.
By:		/s/ Karen C. Gardner
		Karen C. Gardner
Title:		Vice President
ALLSTATE SETTLEMENT CORPORATION
By:		/s/ Samuel H. Pilch
		Samuel H. Pilch
Title:		Group Vice President
		and Controller
ALLSTATE TEXAS LLOYD’S
By:	ALLSTATE TEXAS LLOYD’S, INC. Its attorney-in-fact
By:		/s/ Samuel H. Pilch
		Samuel H. Pilch
Title:		Group Vice President
		and Controller

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AMERICAN HERITAGE LIFE INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
AMERICAN HERITAGE SERVICE COMPANY
By:	/s/ Karen C. Gardner
	Karen C. Gardner
Title:	Vice President
CHARTER NATIONAL LIFE INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
CONCORD HERITAGE LIFE INSURANCE COMPANY, INC.
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
DEERBROOK GENERAL AGENCY, INC.
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller

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DEERBROOK INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
E.R.J. INSURANCE GROUP, INC.
By:	/s/ Karen C. Gardner
	Karen C. Gardner
Title:	Vice President
ENCOMPASS FLORIDIAN INDEMNITY COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
ENCOMPASS FLORIDIAN INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
ENCOMPASS HOME AND AUTO INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
ENCOMPASS INDEMNITY COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller

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ENCOMPASS INDEPENDENT INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
ENCOMPASS INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
ENCOMPASS INSURANCE COMPANY OF AMERICA
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
ENCOMPASS INSURANCE COMPANY OF MASSACHUSETTS
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
ENCOMPASS INSURANCE COMPANY OF NEW JERSEY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
ENCOMPASS PROPERTY AND CASUALTY COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller

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ENCOMPASS PROPERTY AND CASUALTY INSURANCE COMPANY OF NEW JERSEY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
FIRST COLONIAL INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
INTRAMERICA LIFE INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
IVANTAGE SELECT AGENCY, INC.
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
KENNETT CAPITAL HOLDINGS, LLC
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
KENNETT CAPITAL, INC.
By:	/s/ Steven C. Verney
	Steven C. Verney
Title:	Treasurer

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KENNETT CAPITAL PARTNERS, LLC
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
LINCOLN BENEFIT LIFE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
NORTHBROOK INDEMNITY COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
NORTHBROOK SERVICES, INC.
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
PAFCO INSURANCE COMPANY
By:	/s/ F. James Harvey
	F. James Harvey
Title:	Vice President, Chief Financial Officer
	and Corporate Secretary
PEMBRIDGE AMERICA INC.
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller

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PEMBRIDGE INSURANCE COMPANY
By:	/s/ F. James Harvey
	F. James Harvey
Title:	Vice President, Chief Financial Officer
	and Secretary
ROADWAY PROTECTION AUTO CLUB, INC.
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
STERLING COLLISION CENTERS, INC.
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
SURETY LIFE INSURANCE COMPANY
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
TECH-COR, LLC
By:	/s/ Samuel H. Pilch
	Samuel H. Pilch
Title:	Group Vice President
	and Controller
THE ALLSTATE FOUNDATION
By:	/s/ Steven C. Verney
	Steven C. Verney
Title:	Treasurer

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Exhibit A

List of Agreements

1.Service Agreement between Allstate Insurance Company and Allstate Financial Services, LLC, effective August 1, 1999

2.Amended and Restated Service and Expense Agreement among Allstate Insurance Company, The Allstate Corporation and certain affiliates, effective January 1, 2004

3.Master Service Agreement between Allstate Insurance Company and American Heritage Life Insurance Company, effective January 1, 2003

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