PRINCIPAL UNDERWRITING AGREEMENT
This Principal
Underwriting Agreement (hereinafter "Agreement") is made and
entered into as of this 1st day of January 2005 by and between
Allstate Life
Insurance Company ("Allstate Life") a life insurance company
organized under the
laws of the State of Illinois on its own and on behalf of each
separate account
of Allstate Life set forth on Attachment A, as such Attachment may
be amended
from time (each such account herein referred to as the "Account"),
and ALFS,
Inc. ("ALFS"), a corporation organized under the laws of the state
of Delaware.
Allstate Life's
subsidiary company Glenbrook Life and Annuity Company
("Glenbrook") merged with and into Allstate Life effective January
1, 2005 (the
"Merger). Prior to the Merger, Glenbrook was party to a two
underwriting
agreements with ALFS, both effective as of November 1, 1997 (the
"Prior
Agreements"). The Prior Agreements were terminated upon the
consummation of the
Merger, and this Agreement is intended to address the obligations
assumed by
Allstate Life as a result of the Merger and the termination of the
Prior
Agreements.
In consideration of the mutual promises and covenants exchanged by
the parties
in this Agreement, Allstate Life grants to ALFS the right to be and
ALFS agrees
to serve as Principal Underwriter for the sale of variable
insurance products
and other insurance and investment products during the term of this
Agreement
and the parties agree as follows:
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ARTICLE I
ALFS DUTIES AND OBLIGATIONS
1.01 ALFS, a broker-dealer register with the Securities and
Exchange Commission
(the "Commission")
under the Securities
Exchange Act of 1934
(the "1934 Act")
and a member of the National Association of Securities Dealers,
Inc. ("NASD"),
will serve as principal underwriter and distributor for
the variable
insurance
contracts (contracts listed in Attachment A, herein, the
"Contracts") which will
be issued by Allstate Life.
1.02 ALFS shall be duly registered or licensed or otherwise
qualified under
the
insurance and
securities
laws of the states in which the Contracts are
authorized for sale.
1.03 ALFS proposes to act as principal underwriter on an agency (best efforts)
basis in the marketing and distribution of the Contracts. ALFS will
use its best
efforts to provide
information and marketing assistance to licensed
insurance
agents and broker-dealers ("Selling Broker-Dealers") on a
continuing basis.
1.04 ALFS shall be responsible for compliance with the requirements of state
broker-dealer regulations and the 1934 Act as each applies to ALFS
in connection
with its duties as distributor of the Contracts. Moreover, ALFS shall conduct
its affairs in accordance with the Conduct Rules of the NASD.
<PAGE>
1.05 As a principal
underwriter,
ALFS shall permit the offer and sale of
Contracts to the
public only by and through persons who are appropriately
licensed under the securities laws and who are appointed in
writing by Allstate
Life to be authorized
insurance agents unless such persons are exempt from such
licensing and appointment requirements;
1.06 To the extent that any statements made in the Registration
Statements,
or
any amendments
or supplements thereto, are made in reliance upon and in
conformity with written information furnished to Allstate Life by
ALFS expressly
for use therein, such
statements will, when
they become effective or are filed
with the SEC,
as the case may be,
conform in all material respects to the
requirements of the
1933 Act and the rules and regulations of the Commission
thereunder, and will not contain any untrue statement of a material
fact or omit
to state any material
fact required to be
stated therein or
necessary to make
the statements therein not misleading.
1.07 Subject to
agreement with Allstate Life, ALFS may enter into selling
agreements with
broker-dealers which
are registered under
the 1934 Act and/or
authorized by
applicable law or
exemptions
to sell the
Contracts.
Any such
contractual
arrangement is expressly made subject to this Agreement, and ALFS
will at all tunes be responsible to Allstate Life for supervision of compliance
with federal securities laws regarding distribution of the
Contracts. 1.08
ALFS
shall arrange that all purchase payments collected by registered
representatives
of Selling Broker-Dealers on the sale of the Contracts are promptly
and properly
transmitted to
Allstate Life for
immediate allocation to the Account(s) in
accordance with the procedures of Allstate Life and the directions
furnished by
the purchasers of such Contracts at the time of purchase.
ARTICLE II
ALLSTATE LIFE'S DUTIES AND OBLIGATIONS
2.01 Allstate
Life validly
exists as a stock life
insurance company in good
standing under the
laws of the State of Illinois, and has been duly qualified
for the transaction
of business and is in
good standing under the laws of each
other jurisdiction
in which it owns or
leases properties, or conducts any
business.
2.02 Allstate Life represents that:
a)
Registration
Statements
for each of the Contracts identified in
Attachment A
have been filed with the Commission in the form
previously delivered to ALFS and that copies of any and all
amendments
thereto will be forwarded to ALFS at the time that they are filed
with
the Commission;
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b)
Each Account is
a duly organized,
validly existing
separate account,
established by
resolution of the Board of Directors of Allstate Life,
on the date shown for such Account on Attachment A, for the purpose
of
issuing the Contracts; and
c)
Allstate
Life has registered or will register the Account as a
unit
investment trust under
the Investment Company
Act of 1940 (the "1940
Act").
2.03 The Registration
Statements
and any further
amendments
or supplements
thereto will, when they became effective, conform in all material
respects to
the requirements
of the Securities Act of 1933 (the "1933 Act") and
the 1940
Act, and the rules and
regulations of the
Commission under such
Acts and will
not contain any untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements
therein
not misleading;
provided, however,
that this representation and warranty shall
not apply to any
statement or omission
made in reliance upon and in conformity
with information furnished in writing to Allstate Life by ALFS
expressly for use
therein.
2.04 Allstate Life
shall be responsible
for the licensing and appointing of
registered
representatives of
Selling Broker-Dealers as required by state
insurance laws.
ARTICLE III
RECORDS
3.01 ALFS shall keep,
in a manner and form
approved by
Allstate Life and in
accordance with Rules 17a-3 and 17a-4 under the 1934 Act,
accurate records and
books of account as required to be maintained by a registered broker-dealer,
acting as principal
underwriter, of all
transactions entered into on behalf of
Allstate Life with respect its activities under this Agreement.
ALFS shall make
such records and books of account available for inspection by the
Commission and
NASD and Allstate Life
shall have the right to inspect, make copies of or take
possession of such
records and books of account at any time upon reasonable
demand.
3.02 Subject to applicable Commission or NASD regulations, Allstate Life will
send confirmations
of Contract
transactions
to Contract
owners on behalf
of
ALFS. Allstate Life
will make such
confirmations and
records of
transactions
available to ALFS upon request. Allstate Life will also maintain
Contract Owner
records on behalf of ALFS to the extent permitted by applicable
securities law.
3.03 ALFS and Allstate
Life shall keep confidential the records, books of
account and other
information
concerning
the Contract owners, annuitants,
insureds,
beneficiaries or any
persons who have rights arising out of the
Contracts. ALFS or
Allstate Life, as the case maybe, may disclose such records,
books of account or other information only if the other has authorized
disclosure and if the
disclosure is required
by applicable
law. In the event
ALFS or Allstate Life
is served with a
subpoena, court order
or demand from a
regulatory
organization which
mandates disclosure of such records,
books of
account or
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other information,
such party must notify
the other and allow such other party
sufficient time
to authorize disclosure or to intervene in the judicial
proceeding or matter so as to protect its interest.
3.04 For the purpose
of determining
the other party's compliance with this
Agreement, each party
to this Agreement
shall have
reasonable
access during
normal business
hours to any
