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EXHIBIT 10.1
August 29, 2008
SURPLUS NOTE
Allstate Life Insurance Company, a life stock insurance company
duly organized and existing under the laws of the State of Illinois
(the "Company") for value received hereby promises to pay to
Allstate Insurance Company, or its assigns, the principal sum of
$400,000,000.00 (Four Hundred Million Dollars) in cash on
August 29, 2028 and to pay interest thereon semi-annually on
the first day of April and October in each year,
commencing April 1, 2009, at the rate of 7.50 % per annum,
until the principal hereof is paid, except that the final payment
of any accrued and unpaid interest shall be concurrent with the
payment of principal. Interest will be computed on the basis
of a 360-day year of twelve 30-day months. All principal and
interest shall be paid at the principal corporate office of the
Company or such other place, which shall be acceptable to the
Company, as the holder hereof shall designate in writing to the
Company, in collected and immediately available funds in lawful
money of the United States of America. Principal and interest
shall be payable on the terms and conditions set forth below:
1.
No payment of principal or interest shall be permitted on this
Surplus Note without the prior written approval of the Director of
Insurance of the State of Illinois (the "Director") and shall only
be made out of surplus of the Company in excess of the minimum
surplus the company is required to maintain under Section 13
of the Illinois Insurance Code [215 ILCS 5/13]. The Company
covenants that it shall use its best efforts to obtain such
approvals on or prior to the date on which such principal or
interest shall become due and payable. In addition to and not
in lieu of the foregoing, the holder of this Surplus Note shall
have the option of seeking such approvals itself and, in such
event, the Company covenants to cooperate fully with the holder of
this Surplus Note in seeking such approvals.
2.
To the extent that a payment of all or a portion of the principal
of this Surplus Note or interest hereon is prohibited pursuant to
the provisions of Paragraph 1 hereof, such prohibition shall not be
considered to be a forgiveness of the indebtedness hereunder, and
interest shall continue to be accrued and paid at the rate provided
herein through the date of payment on any such unpaid principal
(but not on interest the payment of which was prohibited pursuant
to the provisions of Paragraph 1 hereof, during the period of such
prohibition), and promptly (and in no event later than 30 days)
after the removal of any such prohibition the Company shall make
payment of all amounts then past due and owing hereunder.
3.
The Company covenants that if:
(a)
default is made in the payment of any installment of interest on
this Surplus Note when such interest becomes due and payable and
such default continues for a period of 30 days, other than to the
extent such interest payment is prohibited pursuant to Paragraph 1
hereof, or
(b)
default is made in the payment of the principal of this Surplus
Note when such principal becomes due and payabl
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