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EXHIBIT 10.22
Administrative Services Agreement
between
ALLSTATE LIFE
INSURANCE COMPANY AND CERTAIN OF ITS SUBSIDIARIES
and
ALFS, INC.
This Administrative Services Agreement ("Agreement") is made
effective as of
JANUARY 1, 2000, between ALFS, INC. ("ALFS") and ALLSTATE LIFE
INSURANCE COMPANY
("Allstate Life") and certain of Allstate Life's subsidiaries:
GLENBROOK LIFE
AND ANNUITY COMPANY ("Glenbrook Life"), LINCOLN BENEFIT LIFE
COMPANY ("LBL") and
CHARTER NATIONAL LIFE INSURANCE COMPANY("Charter")(Allstate Life,
Glenbrook
Life, LBL and Charter will hereinafter collectively be referred to
as "Allstate
Life and certain of its subsidiaries").
WITNESSETH:
WHEREAS, Allstate Life and certain of its subsidiaries issue to the
public
certain variable insurance contracts;
WHEREAS, ALFS acts as principal underwriter on an agency (best
efforts) basis in
the marketing and distribution of said variable insurance
contracts;
WHEREAS, Allstate Life and certain of its subsidiaries desire to
continue to
obtain the services of ALFS as an underwriter and distributor of
said variable
insurance contracts issued by Allstate Life and certain of its
subsidiaries;
WHEREAS, ALFS is a direct subsidiary of Allstate Life and shares
with Allstate
Life certain services on an ongoing basis, including, but not
limited to: rent
of premises, utilities, employee compensation (including taxes and
benefits),
computer hardware/software, postage, printing, office supplies,
telephone,
travel, financial, accounting, legal, regulatory, marketing and
administrative
services in connection with the marketing and distribution of said
variable
insurance contracts;
WHEREAS, Allstate Life and ALFS share personnel which may perform
services on
behalf of ALFS;
WHEREAS, ALFS desires that Allstate Life and certain of its
subsidiaries amend
and restate
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the understanding whereby they assume financial and
administrative
responsibility for these expenses and services.
NOW, THEREFORE, it is agreed as follows:
1. EXPENSES AND COSTS
A. Allstate Life assumes on
behalf of ALFS responsibility for the costs
described
above and any other overhead and operating expense that may
be incurred
by ALFS in connection with the marketing and distribution
of variable
insurance contracts.
B. Allstate Life further
assumes on behalf of ALFS responsibility for
costs
incurred by ALFS in connection with state and regulatory
licensing
fees and certain audit, legal and professional fees, which
services may
change from time to time.
C. Cost(s) shall mean ALFS'
actual costs and expenses reasonably
attributable
to all services covered by this Agreement.
2. ADMINISTRATIVE SERVICES
A. COMMISSIONS
Allstate
Life and certain of its subsidiaries agree to assume on
behalf of
ALFS responsibility for the processing and payment of sales
&
