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EXHIBIT 10.24
INTERCOMPANY LOAN AGREEMENT
THIS AGREEMENT, is made and entered into as of the 1st day of
February, 1996, by and between THE ALLSTATE CORPORATION, a
Delaware
corporation (hereinafter called "ALLCORP"), and each of its direct
and
indirect wholly-owned subsidiaries (individually, "Subsidiary"
and
collectively, "Subsidiaries"),
WITNESSETH
WHEREAS, ALLCORP, from time to time during the period commencing
on
February 1, 1996, may obtain financing by various means including,
but not
limited to, issuing commercial paper notes in private placement
transactions,
drawing on bank credit lines and entering into repurchase
agreements;
WHEREAS, the Subsidiaries, from time to time during said period,
may
have need of additional short-term funding for general corporate
purposes;
WHEREAS, ALLCORP, in order to provide such short-term funding,
may
advance some or all of the proceeds of such financings to one or
more of the
Subsidiaries; and
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WHEREAS, the parties hereto desire to enter into this Agreement
for
the purpose of setting forth their respective undertakings
concerning such
advances.
NOW, THEREFORE, in consideration of the premises, the parties
hereto
agree as follows:
1. ALLCORP agrees, from time to time during the period commencing
on
February 1, 1996, upon the written request of Subsidiary, and
subject to the
terms hereof, to advance funds to Subsidiary to the extent that
ALLCORP, in its
sole judgment, shall have funds available for that purpose. This
undertaking by
ALLCORP shall be limited to an aggregate amount to all Subsidiaries
not in
excess of $1 billion outstanding at any one time.
2. Each advance shall bear interest on the outstanding
principal
amount thereof, for each day from the date such advance is made
until paid.
Interest on outstanding advances shall be due when the advance is
paid.
3. Subsidiary shall pay to ALLCORP, in consideration for each
such
advance, interest on the aggregate unpaid principal amount of such
advance at a
rate equal to the rate paid by ALLCORP on the transaction used by
ALLCORP to
obtain financing to provide such funding to Subsidiary. Subsidiary
shall repay
to ALLCORP, upon demand of ALLCORP and in any event on the maturity
date, the
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aggregate principal amount of all such advances together with
accrued interest
to the date of repayment. Subsidiary shall also have the right to
prepay all or
any part of any advances at any time without penalty but with
interest accrued
to the date of prepayment.
4. The obligation of any Subsidiary to repay each advance shall
be
evidenced by a single promissory note of such Subsidiary
substantially in the
form of Exhib
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