Single Premium Deferred Market Value Adjusted Equity Indexed Annuity Contract

 

Exhibit 4                                      

 

Allstate Life

Insurance Company

A Stock Company

 

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

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Single Premium Deferred Market Value Adjusted Equity Indexed Annuity Contract

 

 

This Contract is issued to the Owner 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 Insurance Company.

 

Contract Summary

This single premium deferred annuity provides a cash withdrawal benefit and a

death benefit during the Accumulation Phase, and periodic income payments

beginning on the Payout Start Date during the Payout Phase.

 

The withdrawal benefit may be subject to a Market Value Adjustment which may

result in an upward or downward adjustment of the amount distributed.

 

This Contract does not pay dividends.

 

The tax status of this  Contract  as it applies to the Owner  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

Upon written request, we will provide you with factual information regarding the

benefits and provisions contained in this Contract. 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 the purchase payment less

any withdrawals to you.

 

 

[GRAPHIC OMITTED]                  [GRAPHIC OMITTED]

 

Secretary                       Chairman and Chief Executive Officer

 

 

 

 

          Single Premium Deferred Market Value Adjusted Equity Indexed Annuity

 

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TABLE OF CONTENTS

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THE PERSONS INVOLVED .........................................................3

 

ACCUMULATION PHASE ...........................................................4

 

PAYOUT PHASE ................................................................10

 

INCOME PAYMENT TABLES .......................................................11

 

GENERAL PROVISIONS ..........................................................13

 

 

 

 

 

 

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THE PERSONS INVOLVED

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Owner The person named at the time of application is the Owner of this Contract

unless subsequently changed. As Owner, you will receive any periodic income

payments, unless you have directed us to pay them to someone else. Only natural

(or living) persons may purchase the Contract. A non-natural person must not

purchase the Contract except if the Owner is a Custodial IRA or a Grantor Trust

where all grantors and all beneficiaries of the Grantor Trust are natural

(living) persons. If any Owner is not a living person or a Custodial IRA or a

Grantor Trust where all grantors and all beneficiaries of a Grantor Trust are

natural (living) persons, then we reserve the right to declare the Contract void

and return all premiums to the Owner.

 

If the Owner is a non-natural person, when the Annuitant dies, the Death of

Annuitant section will apply.

 

You may exercise all the rights stated in this Contract, subject to the rights

of any irrevocable Beneficiary.

 

You may change the Owner at any time by written request in a form satisfactory

to us. Each change is subject to any payment we make or other action we take

before we accept it. If we accept a change, the change will take effect on the

date you signed the request.

 

You may not assign an interest in this Contract as collateral or security for a

loan. However, you may assign periodic income payments under this Contract

before the Payout Start Date. We are bound by an assignment only if it is signed

by you and filed with us. We are not responsible for the validity of an

assignment.

 

You may assign a partial absolute interest in this Contract for purposes of

qualifying an exchange under Section 1035 of the Internal Revenue Code. You must

do so in writing. We are bound by an assignment only if it is signed by the

assignor and filed with us. No such assignment is binding on us until we receive

it. When we receive it, your rights and those of the Beneficiary will be subject

to the assignment. We are not responsible for the validity or tax consequences

of the partial absolute assignment.

 

If more than one person is designated as Owner:

 

.    Owner as used in this Contract refers to all people named as 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

     section; and

 

.    If any Owner is a non-living person,  when the Annuitant dies, the Death of

     Annuitant section will apply.

 

 

Annuitant The Annuitant is the person named on the Annuity Data Page. The

Annuitant must be a living person.

 

If the Owner is a living 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. Once we accept a change, it takes effect on the date you signed the

request. Each change is subject to any payment we make or other action we take

before we accept it.

 

 

Beneficiary The two classes of Beneficiaries are Primary Beneficiaries and

Contingent Beneficiaries. Primary Beneficiaries and Contingent Beneficiaries are

individually and collectively referred to herein as "Beneficiaries."

 

The Primary Beneficiary is the person(s) named on the Annuity Data Page unless

later changed by the Owner. 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.

 

 

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The Contingent Beneficiary is the person(s) named on the Annuity Data Page

unless later changed by the Owner. 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.

 

You may change or add Beneficiaries at any time by written request in a timely

manner, in a form satisfactory to us, unless you have designated an irrevocable

Beneficiary. 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 new Beneficiary will be:

 

1. Your spouse, or if he or she is no longer living,

2. Your surviving children equally, or if you have no surviving children,

3. 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 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 Clause

For purposes of this Contract, in determining whether a living person, including

an Owner, Primary Beneficiary, Contingent Beneficiary, or Annuitant ("Living

Person A") has survived another living person, including an Owner, Primary

Beneficiary, Contingent Beneficiary, or Annuitant ("Living Person B"), Living

Person A must survive Living Person B by at least 24 hours. Otherwise, Living

Person A will be conclusively deemed to have predeceased Living Person B.

 

 

 

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ACCUMULATION PHASE

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Accumulation Phase The "Accumulation Phase" is the first of the two phases of

this Contract. The Accumulation Phase begins on the Issue Date stated on the

Annuity Data Page. This phase will continue until the Payout Start Date unless

the Contract is terminated before that date.

 

 

Contract Year A "Contract Year" is the 365 day period (366 days for a leap year)

beginning on the Issue Date and on each anniversary of the Issue Date ("Contract

Anniversary").

 

 

Purchase Payment The amount of the purchase payment is shown on the Annuity Data

Page. We reserve the right to limit the amount of the Purchase Payment we will

accept to a minimum of $25,000 and a maximum of $1,000,000, without prior

approval. No additional purchase payments may be made to the Contract at any

time.

 

 

Guarantee Period We will offer term lengths you may choose for your Guarantee

Period Accounts from one to fifteen years. Each Guarantee Period Account has its

own term length.

 

If this Contract is issued as an Individual Retirement Annuity, then in no event

may a Guarantee Period extend beyond December 30 of the year before the year in

which the Contract Owner reaches age 70 1/2.

 

 

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We may add to, modify or eliminate the term lengths we offer at our discretion.

 

 

Guarantee Period Account A new Guarantee Period Account is established when you

allocate a portion of the purchase payment to establish a Guarantee Period

Account.

 

Each Guarantee Period Account is identified by the term length of the Guarantee

Period Account. You may not make transfers between existing Guarantee Period

Accounts.

 

At the expiration of a Guarantee Period Account, the Guarantee Period Account

Value will be transferred to the Standard Fixed Account.

 

 

Guarantee Period Account Value The Guarantee Period Account Value is equal to

the amount of the purchase payment allocated to a Guarantee Period Account:

 

.    Less any withdrawals; and

 

.    If any withdrawal is a Net Withdrawal, as defined in the Withdrawal section

     below,  any  applicable  Withdrawal  Charge and taxes and any Market  Value

     Adjustment  imposed  for such  withdrawal  will also be  deducted  from the

     Guarantee Period Account

 

At the end of the Guarantee Period Account the Guarantee Period Account Value is

equal to the purchase payment, less any withdrawals, plus interest, less any

applicable taxes.

 

Interest is only credited at the end of the applicable guarantee period or upon

the death of the Owner.

 

 

Standard Fixed Account The Standard Fixed Account is only available after a

Guarantee Period expires. Once a Guarantee Period expires that Guarantee Period

Account value will be moved into the Standard Fixed Account.

 

 

Standard Fixed Account Value The Standard Fixed Account Value is equal to the

total amount transferred into the Standard Fixed Account at the expiration of

the Guarantee Period Account:

 

     .    Less any withdrawals of purchase payments/and or interest;

     .    Less any applicable taxes;

     .    Plus Credited Interest

 

 

Contract Value Your "Contract Value" is equal to the sum of all the Guarantee

Period Account Values and the Standard Fixed Account Value.

 

Market Value Adjustment Withdrawals from a Guarantee Period Account will be

subject to a Market Value Adjustment, as set forth below.

 

A Market  Value  Adjustment  is an increase or decrease in the amount  withdrawn

reflecting  changes in the level of interest  rates since the  Guarantee  Period

Account was established. As used in the formula below, "Treasury Rate" means the

U. S. Treasury  Constant  Maturity Rate as reported in Federal Reserve  Bulletin

Release H.15. If such yields cease to be available in Federal  Reserve  Bulletin

Release H. 15, then we will use an alternate  source for such information in our

discretion. The Market Value Adjustment is based on the following:

 

                  I = the Treasury Rate for a maturity equal to the term length

                  of the Guarantee Period Account for the week preceding the

                  establishment of the Guarantee Period Account;

 

 

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     J    = the  Treasury  Rate  for the  same  maturity  as I,  as of the  week

          preceding our receipt of your withdrawal request; and

 

     N    = the  number of whole and  partial  years  from the date we receive

          your request until the end of the relevant Guarantee Period.

 

If the Federal Reserve Bulletin release H.15 does not contain a Treasury Rate

for a maturity equal to the length of the Guarantee Period Account, we will

calculate an interpolated rate from the Treasury Rates published bulletin.

 

An adjustment factor is determined from the following formula:

 

                            .9 x {I (J + .0025)} x N

 

The Market Value Adjustment equals the adjustment factor multiplied by the

amount withdrawn from a Guarantee Period Account that exceeds the Free

Withdrawal Amount for that account.

 

The Market Value Adjustment does not apply to the Standard Fixed Account.

 

Any Market Value Adjustment will be waived on withdrawals taken to satisfy IRS

minimum distribution rules but only to the extent the cumulative Free Withdrawal

Amounts of all your Guarantee Period Accounts have been depleted. The waiver of

any Market Value Adjustment under this provision is permitted only for

withdrawals that satisfy required distributions resulting solely from this

Contract.

 

 

Credited Interest Rate The Contract offers two indexed interest options for the

Guarantee Period Account declared by us on your Contract Issue Date. The indexed

interest rate is equal to the participation rate multiplied by the index

increase described in the options below. Your choice of crediting option appears

on the Annuity Data Page. You may choose only one crediting option for all

Guarantee Period Accounts. Once you choose your crediting option, it will be

irrevocable.

 

     .    Crediting  Option A - Index  increase is equal to the Index at time of

          calculation  divided  by the Index at end of the day the  Contract  is

          issued, minus 1.

 

     .    Crediting  Option B - Index  increase  is equal to the  average of the

          Index over the last 6 Calendar Month  Anniversaries  ending at time of

          calculation  divided  by the Index at end of the day the  Contract  is

          issued, minus 1.

 

          .    Calendar Month  Anniversaries fall on the same date each month as

               the Contract issue date. If there is no corresponding date in the

               month, the Calendar Month Anniversary date will fall on the first

               day of the following  month.  If the Calendar  Month  Anniversary

               date is a day when the  Index  does  not  trade,  we will use the

               Index  value  as of the  previous  business  day.  If the time of

               calculation  is less than six  months  after the  Contract  issue

               date,  then we will use the  average of the Index over the number

               of Calendar Month Anniversaries that have elapsed.

 

The index increase will never be less than zero for either crediting option.

 

If indexed interest is being calculated at the end of a guarantee period, and

the indexed interest at the end of the guarantee period is less than the minimum

guarantee, then the Guarantee Period Account will be credited with the minimum

guarantee. The minimum guarantee is shown on the Annuity Data Page. The minimum

guarantee may vary by crediting option and by Guarantee Period.

 

 

The Credited Interest Rate for the Standard Fixed Account will be credited daily

at a rate which compounds over one year to the annualized effective interest

rate we declare from time to time. The minimum guaranteed annualized effective

interest rate for the Standard Fixed Account is shown on the Annuity Data Page.

No interest will be credited to any Contract owned by a non-natural person,

unless such non-natural person is a Custodial IRA or is a Grantor Trust meeting

the requirements outlined under the section titled The Persons

 

 

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Involved.

 

 

Index The Index for this Contract is shown on the Annuity Data Page. The

accumulated value of this Contract is calculated using the Index, which is

guaranteed to apply while the Contract is in force unless publication of the

Index is discontinued, or the calculation of the Index is changed substantially.

If the publication of the Index is discontinued, or the calculation of the Index

is changed substantially, we will substitute a suitable index and notify you.

 

We reserve the right to change our offerings of indices.

 

The Index at time of calculation means the end of the day following the

calculation date. We will not issue a Contract on days when the Index does not

trade. If the day after a calculation date is a day when the Index does not

trade, the Index value will be the Index at close of the previous trading day.

 

 

Withdrawal You have the right, subject to the restrictions and charges described

in this Contract, to withdraw part or all of your Contract Value at any time

during the Accumulation Phase. A withdrawal must be at least $250. If any

withdrawal reduces the Contract Value to less than $3,000, we may treat the

request as a withdrawal of the entire Contract Value. If you withdraw the entire

Contract Value, this Contract will terminate.

 

Withdrawals are subject to deductions for applicable Withdrawal Charges and

taxes. They are also subject to Market Value Adjustments. 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 and adjustments are

made to the amount of your withdrawal request ("Withdrawal Request Amount").

Under a Net Withdrawal, these deductions and adjustments are made to the

Guarantee Period Account Value. If you do not specify which of these options you

choose, your withdrawal will be deemed to be a Gross Withdrawal.

 

You must specify the Guarantee Period Account(s) from which you wish to make a

withdrawal. If you do not specify the Guarantee Period Account(s) from which you

wish to make a withdrawal, we will withdraw funds in the proportion that the

Guarantee Period Account Value of that Guarantee Period Account bears to the

total Guarantee Period Account Value of all Guarantee Period Accounts.

 

 

Free Withdrawal Amount The Free Withdrawal Amount for a Guarantee Period Account

in a Contract Year is equal to 10% of each Guarantee Period Account Value

immediately before you make the first withdrawal from any Guarantee Period

Account in that Contract Year. The Free Withdrawal Amount for each Guarantee

Period Account is calculated for each Contract Year.

 

During each Contract Year you may withdraw the Free Withdrawal Amount for any

Guarantee Period Account without incurring a Withdrawal Charge or Market Value

Adjustment; however, the amount withdrawn may be subject to any applicable

taxes. If you do not withdraw the entire Free Withdrawal Amount from a Guarantee

Period Account during a Contract Year, any remainder is not carried forward to

increase the Free Withdrawal Amount in a subsequent Contract Year nor is it

carried forward to increase the Free Withdrawal Amount of any other Guarantee

Period Account. The Free Withdrawal Amount is only available during the

Accumulation Phase of the Contract.

 

The Free 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.

 

 

Withdrawal Charge A Withdrawal Charge may be assessed on certain withdrawals

from a Guarantee Period Account. Withdrawal charges for all available Guarantee

Period Accounts are shown on the Annuity Data Page. Your withdrawal charge will

be based on the Guarantee Period Account(s) chosen by you.

 

The Withdrawal Charge for a given Guarantee Period Account is determined by

multiplying the Withdrawal

 

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Charge Percentage corresponding to the Contract Year

as shown on the Annuity Data Page by the amount of each Withdrawal Request

Amount (for a Gross Withdrawal) or Adjusted Withdrawal Request Amount (for a Net

Withdrawal) that exceeds the Free Withdrawal Amount for that Account.

 

Withdrawals taken to satisfy Internal Revenue Code minimum distribution rules

will reduce the Free Withdrawal Amount for the Guarantee Period Account(s) from

which the withdrawals are made. Any Withdrawal Charge and Market Value

Adjustment will be waived on withdrawals taken to satisfy Internal Revenue Code

minimum distribution rules but only to the extent the cumulative Free Withdrawal

Amounts of all your Guarantee Period Accounts have been depleted. The waiver of

Withdrawal Charge and Market Value Adjustment under this section is permitted

only for withdrawals that satisfy required distributions resulting solely from

this Contract.

 

Subject to any such waiver of Withdrawal Charges or Market Value Adjustment, any

withdrawals taken to satisfy Internal Revenue Code minimum distribution rules

will reduce the Free Withdrawal Amount by the Withdrawal Request Amount, if such

withdrawal is a Gross Withdrawal; or the Adjusted Withdrawal Request Amount, if

such withdrawal is a Net Withdrawal.

 

Withdrawals from the Standard Fixed Account are not subject to withdrawal

charges.

 

 

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

may be deducted from purchase payments or the Contract Value when the tax is

incurred or at a later time.

 

 

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 new Owner will be the

Beneficiary(ies) as described in the Beneficiary section.

 

If there is more than one new Owner taking a share of the Death Proceeds,

described in the Death Proceeds section, each new Owner will be treated as a

separate and independent Owner of his or her respective share of the Death

Proceeds. Each new Owner will exercise all rights related to his or her share of

the Death Proceeds, including the sole right to elect one of the Option(s) below

for his or her respective share. Each new Owner 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 new Owner.

 

The Options available to the new Owner will be determined by the applicable

following Category in which the new Owner is defined. An Option will be deemed

to have been chosen on the day we receive written notification in a form

satisfactory to us and is effective on the date of death. Once an option is

selected, it will be irrevocable.

 

Category 1.       If your spouse is the sole new Owner of the entire

                  Contract, the Contract will continue in the Accumulation

                  Phase, unless your spouse chooses from Options A, B, C or D,

                  described below. If the Contract continues in the Accumulation

                  Phase, the Contract Value will not be adjusted to include

                  Death Proceeds.

 

                  If you were also the Annuitant, then your spouse will be the

                  new Annuitant, unless he or she names a new Annuitant, as

                  described in the Annuitant section. Your spouse may make a

                  single withdrawal of any amount within one year of the date of

                  your death without incurring a Withdrawal Charge; however, the

                  amount withdrawn will be subject to a Market Value Adjustment.

 

Category 2.       If the new Owner is a living person who is not your spouse,

                  or if there are multiple living new Owners, the new Owner(s)

                  must (each) choose from Options A, B, C or D, as described

                  below. If a new Owner does not choose one of these Options,

                  Option A will apply for such new Owner.

 

Category 3.       If the new Owner is a Custodial IRA or a Grantor Trust

                  (meeting the requirements of the Section titled "The Persons

                  Involved", the new Owner must choose between Options A or D,

                  described below. If the new Owner does not choose either of

                  these Options, Option A will apply.

 

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

 

Option A.         The new Owner may receive the Death Proceeds payable within

                  5 years of the date of your death. Withdrawal Charges will be

                  waived for any withdrawals made during this 5 year period;

                  however, the amount withdrawn will be subjec