Investment Management Agreement

EXHIBIT 10.1

Investment Management Agreement

Between

ALLSTATE INVESTMENTS, LLC

And

ALIC REINSURANCE COMPANY

This Agreement made and effective as of  March 31, 2008, between ALLSTATE INVESTMENTS, LLC, a Delaware limited liability company ("ALLSTATE INVESTMENTS"), and ALIC REINSURANCE COMPANY, a special purpose financial captive insurance company organized under the laws of the State of South Carolina ("ALIC Re").

WITNESSETH:

WHEREAS, ALIC Re desires that ALLSTATE INVESTMENTS furnish or cause to be furnished certain services and facilities; and

WHEREAS, ALLSTATE INVESTMENTS desires to furnish or cause to be furnished certain services and facilities subject to the terms and conditions hereinafter set forth;

NOW, THEREFORE, it is agreed as follows:

ARTICLE 1

INVESTMENT MANAGEMENT SERVICES

1.1           Appointment.   ALIC Re hereby engages ALLSTATE INVESTMENTS as the investment manager of the investment assets (the "Trust Assets") transferred by ALIC Re to The Bank of New York as Trustee ("Trustee") under the Trust Agreement dated as of July 1, 2005 (the "Trust Agreement") and grants ALLSTATE INVESTMENTS the power and authority to advise, manage, and direct the investment and reinvestment of such assets for the period and on the terms and conditions set forth herein.  Such activities shall be conducted subject to and in accordance with the investment objectives, restrictions, and strategies set forth in the Investment Policy and Plan (the "Policy") adopted by the Board of Directors of ALIC Re, and in accordance with such other limitations and guidelines as may be established from time to time for such assets by such Board (such investment objectives, restrictions, strategies, limitations, and guidelines herein referred to collectively as the "Investment Guidelines"); provided, however, that the Policy and the Investment Guidelines shall in all events be in accordance with the terms and conditions of the Trust Agreement.  ALLSTATE INVESTMENTS hereby

accepts such responsibility and agrees during such period to render the services and to assume the obligations herein set forth, all as more fully described in Exhibit A, attached hereto (the "Services").  ALIC Re may from time to time reach agreement with ALLSTATE INVESTMENTS that only certain of the listed Services will be provided.

1.2           Charges and Expenses .  ALIC Re agrees to pay ALLSTATE INVESTMENTS a fee for the Services equal to ALLSTATE INVESTMENTS’ actual cost of managing the Trust Assets, including the provision of all administrative, reporting or other services required to manage such assets and provide the Services.   To the extent any of ALLSTATE INVESTMENTS’ costs are determined by allocations from ALIC Re, the allocation shall be made in accordance with the general provisions of the NAIC expense classification and allocation guidelines applicable to all inter-company allocations among The Allstate Corporation and its insurance affiliates.   All brokerage commissions and other direct transaction charges payable to third parties shall be in addition to any fees payable to ALLSTATE INVESTMENTS for Services and may be paid from the Trust Assets or may be paid by ALLSTATE INVESTMENTS and reimbursed by ALIC Re.

1.3           Payment.   ALLSTATE INVESTMENTS will charge ALIC Re for the Services via the monthly expense allocation process, and payments will be through the monthly intercompany settlement process. The process will be completed by personnel of ALLSTATE INVESTMENTS and ALIC Re in the most timely and effective method available.

ARTICLE 2

MISCELLANEOUS PROVISIONS

2.1           Scope of Services.   The scope of, and the manner in which, ALLSTATE INVESTMENTS provides the Services to ALIC Re shall be reviewed periodically by ALLSTATE INVESTMENTS and ALIC Re.

2.2           Standard of Performance.   ALLSTATE INVESTMENTS shall discharge its duties hereunder at all times in good faith and with that degree of prudence, diligence, care and skill which a prudent person rendering services as an institutional investment manager would exercise under similar circumstances.  The provisions of this Agreement shall not be interpreted to imply any obligation on the part of ALLSTATE INVESTMENTS to observe any standard of care other than as set forth in this Section 2.2.

2.3           Books and Records.   Upon reasonable notice, and during normal business hours, ALIC Re shall be entitled to, at its own expense, inspect records that pertain to the computation of charges for the Services.  ALLSTATE INVESTMENTS shall at all times maintain correct and complete books, records and accounts of all Services.  ALIC Re shall have unconditional right of ownership of any records prepared on its behalf under this Agreement.  ALLSTATE INVESTMENTS shall maintain and make available for review by any regulator having jurisdiction over ALIC Re, documentation showing the calculation of all such charges.  ALIC Re may request a review of such charges for the

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Services and such review will occur promptly thereafter.

2.4           Liability of ALLSTATE INVESTMENTS.   In the absence of ALLSTATE INVESTMENTS’ willful or negligent misconduct (or the willful or negligent misconduct of its officers, directors, agents, employees, controlling persons, shareholders, and any other person or entity affiliated with ALLSTATE INVESTMENTS or retained by it to perform or assist in the performance of its obligations under this Agreement), neither ALLSTATE INVESTMENTS nor any of its officers, directors, employees or agents shall be subject to liability to ALIC Re for any act or omission in the course of, or connected with, rendering the Services hereunder.

2.5           Independent Contractor.   ALLSTATE INVESTMENTS shall for all purposes be deemed to be an independent contractor.  All persons performing duties hereunder at all times during the term of this Agreement shall be under the supervision and control of ALLSTATE INVESTMENTS and shall not be deemed employees of ALIC Re as a result of this Agreement and the Services provided hereunder. ALLSTATE INVESTMENTS shall have no power or authority to bind ALIC Re or to assume or create an obligation or responsibility, express or implied, on behalf of ALIC Re, nor shall it represent to anyone that it has such power or authority, except as expressly provided in this Agreement.  Nothing in this Agreement shall be deemed to create a partnership between or among the parties, whether for purposes of taxation or otherwise.

2.6           Assignment.   ALLSTATE INVESTMENTS shall not assign its obligations or rights under this Agreement without the written consent of ALIC Re.

2.7           Term, Termination.   This Agreement shall remain in effect for one year and shall be automatically renewed for subsequent one-year terms unless sooner terminated by either party pursuant to this Section 2.7.  ALLSTATE INVESTMENTS may terminate this Agreement in its entirety, and ALIC Re may cancel its participation in the arrangements under this Agreement, each by giving six months written notice to the other party to this Agreement; provided, however, that in the event that ALIC Re ceases to be an affiliate of ALLSTATE INVESTMENTS, this Agreement shall terminate immediately.

2.8           Notices.   All communications provided for hereunder shall be in writing, and if to ALIC Re, mailed or delivered to ALIC Re at its office at the address listed in ALIC Re’s Statutory Annual Statement Blank, Attention: Secretary or addressed to any party at the address such party may hereafter designate by written notice to the other parties.

2.9           Counterpart Signatures . This Agreement may be executed by the parties hereto in any number of counterparts, and by each of the parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have signed this Agreement.