AMENDED AND RESTATED INTERCOMPANY LIQUIDITY AGREEMENT

EXHIBIT 10.2

AMENDED AND RESTATED

INTERCOMPANY LIQUIDITY AGREEMENT

This Amended and Restated Intercompany Liquidity Agreement (“Agreement”) amends and restates the Intercompany Liquidity Agreement between Allstate Insurance Company (“AIC”), an Illinois domiciled property and casualty insurance company and Allstate Life Insurance Company (“ALIC”), an Illinois domiciled life insurance company, dated January 1, 2008, to add The Allstate Corporation (“Allcorp”) as a party and make certain other minor changes.

This Agreement among Allcorp, AIC and ALIC shall be effective as of May 8, 2008.  To the extent and only to the extent, a direct or indirect wholly-owned subsidiary of Allcorp (an “Allstate Affiliate”) is added to this agreement pursuant to the terms of Sections 1 and 5 below and a signed Addendum substantially in the form of Exhibit B , such Allstate Affiliate shall become a party to this Agreement (each such properly added Allstate Affiliate, together with Allcorp, AIC and ALIC, shall each be a “Party”).

The purpose of this Agreement is to provide a mechanism under which short-term advances of funds may be made between the Parties for liquidity and other general corporate purposes.  This Agreement does not establish a commitment to advance funds on the part of any Party.  In consideration of the following agreements and covenants and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1.                Roles of the Parties and Limits on Outstanding Advances:

Subject to the terms and conditions of this Agreement, from time to time during the term of this Agreement one or more Parties may make and have outstanding advances to one or more of the other Parties to this Agreement.  The term “Lender” shall refer to a Party that is making or has made a currently outstanding advance.  The term “Borrower” shall refer to a Party that is receiving or has received a currently outstanding advance.  From time to time in its capacity as a Lender or a Borrower or both, a Party may have multiple advances outstanding with one or more other Parties.  However, at no time shall a Party, in its role as a Lender, have advances outstanding to one or more Parties in an aggregate amount in excess of its “Lender Maximum.”  In addition, at no time shall a Party, in its role as a Borrower, have advances outstanding from one or more Parties in an aggregate amount in excess of its “Borrower Maximum.”  In determining the amount of outstanding advances with respect to a Party, the gross amount of outstanding advances will be used, with no netting or offsetting permitted.  For Allcorp, AIC and ALIC these maximums shall be equal to the following amounts:

Allcorp shall serve only as a Lender.  The Lender Maximum and Borrower Maximum for any Allstate Affiliate added as a Party shall be specified in the Addendum that adds such Allstate Affiliate as a Party, subject to receipt of any required regulatory approvals.

2.                Terms for Advances:

The terms of each advance shall be as agreed upon between the Parties to such advance pursuant to an accepted borrowing request as defined below, provided that the following shall apply to all advances:

a)               Each advance shall have a specified maturity date that is less than or equal to 364 days from the date of the advance.

b)              Advances shall be payable upon demand prior to their maturity date if a written request is made by the Lender and delivered to the Borrower at least ten business days prior to the date payment is demanded.

c)               At any time and from time to time, the Borrower shall have the right to make one or more prepayments of the outstanding principal balance of an advance without penalty and may designate which advance is being prepaid if more than one advance is outstanding, provided that any such repayment includes all accrued interest on the amount prepaid as of the repayment date.

3.                Interest:

Each advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such advance is made to but not including the date repaid at a rate equal to the rate established in the accepted borrowing request as defined below applicable to such advance, provided that such rate shall be equal to or greater than the interest rate on 30-day commercial paper issued by Allcorp on the date the advance is made.   The rate on each advance shall be adjusted on the first day of each month thereafter, for so long as the advance remains outstanding, to Allcorp’s then 30-day commercial paper rate plus the spread agreed upon in the accepted borrowing request.  Unless otherwise agreed to in the accepted borrowing request, such accrued interest shall be payable at the maturity of each such advance.  In the event that a 30-day commercial paper rate for Allcorp is not available, the Parties to a borrowing request shall agree on a comparable substitute.  If an advance is outstanding and such Parties cannot agree, the advance shall be promptly repaid.

4.                Procedure for Requesting an Advance and Repayment of Advances:

Any Party may request an advance from any other Party.  In no circumstance shall a Party be obligated to make an advance under the terms of this Agreement.  The decision to make an advance shall be at the sole discretion of the Party being asked to make the advance.

Upon the mutual agreement of any two Parties to the terms of an advance, the proposed Borrower shall submit a written borrowing request, substantially in the form of Exhibit A, to the proposed Lender.  The borrowing request shall contain the terms agreed to, be signed by two Authorized Officers, as defined below, of the Borrower and signed as accepted by two Authorized Officers of the Lender, provided, however, that, if after making such an advance, a Party will have more than $500,000,000 in outstanding advances either as a Lender or a Borrower, then one of the two authorized officers signing the borrowing request for such Party must be that Party’s Chief Financial Officer, President or Chief Executive Officer (or officers holding substantially equivalent titles if that Party does not have a Chief Financial Officer, President or Chief Executive Officer).  For purposes of this Agreement, the term “Authorized Officer”, with respect to a Party, shall mean an officer of that Party holding one or more of the following titles, or a substantially equivalent title if such Party does not have an officer holding s