<Page>
EXHIBIT 10.40
LIMITED SERVICING AGREEMENT
ALLSTATE LIFE INSURANCE COMPANY
Agreement, made this 1st day of October 2002, by and among Allstate Life
Insurance Company ("Allstate Life"), an Illinois life insurance company;
Allstate Distributors, L.L.C. ("ADLLC"), a Delaware limited liability company;
Allstate Financial Services, LLC ("Broker-Dealer" or "BD"), a NE corporation;
and ("Associated Insurance Agency"), a corporation.
ALLSTATE LIFE INSURANCE COMPANY ALLSTATE DISTRIBUTORS, L.L.C.
By: By:
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Title: Title:
-------------------------------- -------------------------------
BROKER DEALER ASSOCIATED INSURANCE AGENCY
Allstate Financial Services, LLC
- -------------------------------------- -----------------------------------
(Name) (Name)
2920 S 84th St.
- -------------------------------------- -----------------------------------
(Street Address) (Street Address)
Lincoln, NE 68506
- -------------------------------------- -----------------------------------
(City, State, Zip) (City, State, Zip)
By: By:
---------------------------------- -----------------------------------
Print Name: Print Name:
-------------------------- ---------------------------
Title: Title:
------------------------------- --------------------------------
For States:
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WHEREAS, Allstate Life issues certain insurance products and group and
individual insurance contracts/policies and certificates participating therein
(collectively, "Contracts") described further in this Agreement and attached
Schedules, some of which may be deemed securities ("Registered Contracts") under
the Securities Act of 1933 ("1935 Act"); and
WHEREAS, Allstate Life has appointed ADLLC, a broker/dealer, as the Underwriter
of the Registered Contracts; and
WHEREAS, BD is a broker/dealer engaged in the sale of securities and other
investment products; and
WHEREAS, each Associated Insurance Agency Is an insurance agent in the states
noted above; and
WHEREAS, in the event that Associated Insurance Agency and BD are the same
person, the duties, responsibilities and privileges of Associated Insurance
Agency under this Agreement shall be undertaken by BD; and
WHEREAS, Allstate Life and ADLLC propose to authorize BD and Associated
Insurance Agency to service of the Contracts;
WHEREAS, This Agreement Is limited to and solely applies to those registered
representatives of BD and agents of Associated Insurance Agency indicated on
Schedule B who have been properly appointed by Allstate Life;
NOW THEREFORE, In consideration of the premises and mutual promises contained
herein including the attached Schedule(s) and Exhibits, the parties hereto agree
as follows:
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SCHEDULE B
REPRESENTATIVES AUTORIZED TO SERVICE APPLICATIONS*
ON BEHALF OF THE FOLLOWING NAMED BROKER/DEALER
ENTER NAME OF BROKER/DEAFER:
<Table>
<Caption>
Representative Name Representative Social Security No. State to Service in
- ------------------- ---------------------------------- -------------------
Glen Mitchell ###-##-#### ME
Milton Livingood ###-##-#### MN
Joseph Suozzo, Jr. ###-##-#### NJ
James Mins ###-##-#### CA
Dennis O' Brien ###-##-#### PA
Alfred Kulig Jr. ###-##-#### OH
Linda Davies ###-##-#### IN
James Parolin ###-##-#### NH
Thomas Mladonicky ###-##-#### OH
Milton Scott ###-##-#### PA
James Denvir ###-##-#### PA
David Bunten ###-##-#### GA
</Table>
*= cumulative or sequential
Return to:
Allstate Life Insurance Company
Attn. Broker/Dealer Contracting Manager 3100 Sanders Road
Suite N3B
Northbrook, Illinois 60062-7154 or Fax to: (847) 326-5979
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1. SUCCESSOR ORGANIZATIONS
a. Allstate Life shall, in its sole discretion, have the right to appoint
a successor broker/dealer ("successor broker/dealer) to replace ADLLC
as Underwriter of the Registered Contracts, Upon appointment,
successor broker/dealer shall assume all duties, responsibilities and
privileges undertaken by ADLLC under this Agreement Allstate Life
shall provide Witten notice of such change in appointment to BD and
Associated Insurance Agency.
b. Upon written notice to ADLLC, BD shall have the right to appoint a
successor BD to assume its duties. responsibilities and privileges
under this Agreement. ADLLC reserves the right to reject the
appointment of any successor BD and shall provide warren notice of
such rejection to BD.
c. Upon written notice to Allstate tale, Associated insurance Agency
shall have the right to appoint a successor Associated insurance
Agency or additional Associated Insurance Agencies to assume its
duties, responsibilities and privileges under this Agreement Allstate
Life reserves the right to reject the appointment of any successor
Associated Insurance Agency or additional Associated Insurance
Agencies and shall provide written notice of such rejection to
Associated Insurance Agency
2. APPOINTMENT AND AUTHORIZATION
ADLLC hereby authorizes BD to service sales of the Contracts that are
described more specifically in the Commission Schedule(s) attached hereto.
Allstate Life hereby appoints Associated insurance Agency to solicit and
service sales of the Contra. BD and Associated Insurance Agency accept such
appointment and authorization, and each agrees to use its best efforts to
find purchasers of the Contracts acceptable to Allstate Life.
3. REPRESENTATIONS
a. Allstate Life, ADLLC, BD and Associated Insurance Agency each
represents to one another that it and the officers signing above have
full power and authority to enter into this Agreement, and that this
Agreement has been duly and validly executed by it and constitutes a
legal, valid and binding agreement on all parties including any
successor organizations.
b. ADLLC represents to BD that ADLLC (and any successor broker/dealer) is
registered as a broker/dealer with the Securities and Exchange
Commission (the "SEC") under the Securities Exchange Act of 1934
("1934 Act") and under the state securities laws of each jurisdiction
in which such registration is required for underwriting the Contracts,
and that it is a member of the National Association of Securities
Dealers, Inc. (the "NASD").
c. BD represents to ADLLC that BD is, and at all times when performing
its functions and fulfilling its obligations under this Agreement,
will be, registered with the SEC as a broker/dealer under the 1934 Act
and under the state securities laws of each jurisdiction in which such
registration is required for the sale of the Contracts, and a member
of the NASD. BD will notify ADLLC in writing if such registration is
terminated or suspended, and shall take all reasonable actions to
reinstate such registrations.
d. BD represents to ADLLC that BD has adopted supervisory procedures, and
its compliance manual addresses: (i) maintenance of appropriate level
of net capital; (ii) suitability review; (iii) misrepresentations; and
(iv) replacements.
e. Associated Insurance Agency represents to ADLLC and Allstate Life that
Associated Insurance Agency is, and at all times when performing its
functions and fulfilling its obligations under this Agreement, will
be, a properly licensed insurance agency in each jurisdiction in which
such licensing is required for the sale of the Contracts.
f. Allstate Life represents to BD that the Registered Contracts,
including any variable separate account(s) supporting such Registered
Contracts, shall comply in all material respects with the registration
and other applicable requirements of the 1933 Act and the Investment
Company Act of 1940, and the rules and regulations thereunder,
including the terms of any order of the SEC with respect thereto.
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g. Allstate Life represents to BD and Associated Insurance Agency that
the Contracts it issues have been filed and approved by the state
insurance departments in such jurisdictions where it is authorized to
transact business and such filing and approval are required prior to
the issuance of Contracts therein.
h. Allstate Life represents to BD that the prospectuses included in
Allstate Life's Registration Statement for the Registered Contracts,
and in post-effective amendments thereto, and any supplements thereto,
as filed or to be filed with the SEC, as of their respective effective
dates, contain or will contain in all material respects all statements
and information which are required to be contained therein by the 1933
Act and conform or will conform in all material respects to the
requirements thereof.
4. COMPLIANCE WITH REGULATORY REQUIREMENTS
BD shall abide by all rules and regulations OF the NASD governing the sale
of the Variable Contracts, including, but not limited to, requirements
regarding (i) net capital; (ii) suitability review; (iii)
misrepresentations; and (iv) replacements. BD and Associated Insurance
Agency shall comply with all applicable state and federal laws and the
rules and regulations of governmental or regulatory agencies affecting or
governing the sale of the Contracts. BD and Associated Insurance Agency
shall comply with all applicable administrative procedures of Allstate Life
and ADLLC.
5. LICENSING AND/OR APPOINTMENT OF REPRESENTATIVES
a. BD and Associated Insurance Agency are hereby specifically authorized
to designate those registered representatives of BD, or individuals
associated with the Associated Insurance Agency ("Agents"), proposed
to be engaged in servicing of sales of the Contracts for appointment
by Allstate Life as individual insurance agents. BD and Associated
Insurance Agency shall not propose a registered representative, or
Agent, for appointment unless such representative, or Agent, is duly
licensed as an insurance agent in the state(s) in which it is proposed
that such representative, or Agent, engage in solicitations and
servicing of sales of the Contracts. BD and Associated Insurance
Agency together shall be responsible for registered representatives,
and Agents, compliance with applicable state insurance agent licensing
laws.
b. BD and Associated Insurance Agency shall assist Allstate Life and
ADLLC in the appointment of BD's registered representatives, and
Agents, under applicable insurance laws, to sell the Contracts. BD and
Associated Insurance Agency shall comply with Allstate Life
requirements for, including the General Letter of Recommendation
(attached as Exhibit A), in submitting licensing or appointment
documentation for proposed registered representatives and Agents. All
such documentation shall be submitted by BD or Associated Insurance
Agency to Allstate Life or its designated agent licensing
administrator.
c. BD and Associated Insurance Agency agree to allow Allstate Life to use
any agent appointment information in the possession of any of Allstate
Life's affiliates or subsidiaries to assist in appointing BD's
registered representative and Associated Insurance Agency's Agents to
sell the Contracts under applicable insurance laws.
d. Allstate Life reserves the right to refuse to appoint any such
designated individual or, once appointed, to terminate or refuse to
renew the appointment of any such designated individual. Only those
registered representatives who are duly licensed as insurance agents
and appointed by Allstate Life (herein, "Representatives") shall have
authority to solicit and service sales of the Contracts. Only those
Agents who are registered representatives of BD shall have authority
to solicit and service sales of the Registered Contracts. Agents who
are not registered representatives of BD shall be limited to selling
and servicing those Contracts which are not Registered Contracts
("Fixed Contracts"). BD and Associated Insurance Agency shall notify
ADLLC immediately in writing if any Representative appointed by
Allstate Life ceases to be a registered representative of BD or if any
Representative or Agent ceases to be properly licensed in any state.
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6. SUPERVISION OF REPRESENTATIVES AND AGENTS
a. BD shall have full responsibility for training and supervision of all
Representatives and all other persons associated with BD who are
involved directly or indirectly in the offer or sale of the Registered
Contracts, and all such persons shall be subject to the control of BD
with respect to such persons' activities in connection with the sale
of the Registered Contracts. Associated Insurance Agency shall have
full responsibility for training and supervision of all Agents who are
involved directly or indirectly in the offer or sale of the Contracts
and for Agent's compliance with applicable state insurance laws.
b. Allstate Life and ADLLC shall not have responsibility for the training
and supervision of any Representative or Agency. BD and Associated
Insurance Agency each agree to comply with Allstate Life's statement
in support of the concepts in the Principles and Code of Ethical
Market Conduct of the Insurance Marketplace Standards Association (the
"IMSA Principles and Code"), as such statement may be amended from
time to time, and to engage in active and fair competition as
contemplated by the IMSA Principles and Code. A copy of Allstate
Life's current statement in support of the IMSA Principles and Code is
attached as Exhibit B.
c. Before Representatives engage in the solicitation of applications for
the Registered Contracts, BD and Associated Insurance Agency will
cause the Representatives (1) to be registered representatives of BD;
(2) to be licensed, registered or otherwise qualified under applicable
federal and state laws to engage in the sale of the Contracts; (3) to
be trained in the sale of the Contracts; and (4) to limit solicitation
of applications for the Contracts to jurisdictions where Allstate Life
has authorized such solicitations.
d. BD is specifically charted with the responsibility of supervising and
reviewing its Representatives' use of sales literature and advertising
and all other communications with the public in connection with the
Contracts. With regard to Registered Contracts, no sales solicitation,
including the delivery of supplemental sales literature or other such
materials, shall occur, be delivered to, or used with a prospective
purchaser unless accompanied or preceded by the appropriate then
current prospectus(es), the then current prospectus(es) for the
underlying funds funding any variable contracts (the "Funds") and,
where required by state insurance law, the then current statement of
additional information for any variable contracts.
e. BD shall execute any electronic or telephone orders only in accordance
with the current prospectus applicable to the Contracts and agrees,
that in consideration for the telephone transfer privileges, Allstate
Life will not be liable for any loss incurred as a result of acting
upon electronic or telephone instructions containing unauthorized,
incorrect or incomplete information received from BD or its
representatives.
f. Upon request by Allstate Life, BD and Associated Insurance Agency
shall furnish appropriate records or other documentation to evidence
BD's and Associated Insurance Agency's diligent supervision.
g. In the event a Representative or Agent performs any unauthorized
transaction(s) with respect to a Contract(s), BD shall bear sole
responsibility, shall notify Allstate Life and Shall act to terminate
the sales activities of such Representative or Agent relating to the
Contract(s).
h. In the event a Representative or Agent fails to meet the BD's or
Associated Insurance Agency's rules and standards, BD or Associated
Insurance Agency, as the case may be, shall notify Allstate Life and
shall act to terminate the sales activities of such Representative or
Agent relating to the Contracts.
7. SALES PROMOTION MATERIAL AND ADVERTISING
a. BD, Associated Insurance Agency, Agents and Representatives, in
connection with the offer or sale of the Contracts or solicitation of
a payment or other transaction under a Contract, shall not give any
information or make any representations or statements, written or
oral, concerning the Contracts or a Fund, inconsistent with
information or representations contained, in the case of a Registered
Contract, in the prospectus, statement of additional information and
registration statement for the Contracts or such Fund, or in reports
or proxy statements thereof, or in promotional, sales or advertising
material or other information supplied and approved in writing by
ADLLC for such use, or in the case of Fixed Contracts, in the
contracts or materials furnished by Allstate Life. BD, Associated
Insurance Agency, Agents and Representatives may not modify or
represent that they may modify any such prospectus, statement of
additional information, registration statement, promotional, sales or
advertising materials.
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b. No item of sales promotion materials or advertising relating to the
Contracts, including any illustrations or software programs therefore,
shall be used by BD, Associated Insurance Agency, Agents or
Representatives unless the specific item has been provided by Allstate
Life and ADLLC or has first been approved in writing by Allstate Life
and ADLLC for use. Allstate Life and ADLLC reserve the right to recall
any material provided by them at any time for any reason, and BD and
Associated Insurance Agency shall promptly comply with any such
request for the return of material and shall not use such material
thereafter.
8. PAYMENTS RECEIVED BY BD
All premium payments (hereinafter collectively referred to as "Payments")
are the property of Allstate Life and shall be transmitted to Allstate Life
by BD immediately upon receipt by BD or Associated Insurance Agency or any
Agent or Representative in accordance with the administrative procedures of
Allstate Life, without any deduction or offset for any reason, including by
example but not limitation any deduction or offset for compensation claimed
by BD. CUSTOMER CHECKS SHALL BE MADE PAYABLE TO THE ORDER OF "ALLSTATE LIFE
INSURANCE COMPANY." Allstate Life reserves the right to reject any Payment
for any reason.
9. COMMISSIONS PAYABLE
a. Commissions payable in connection with the Contracts shall be paid to
Associated Insurance Agency according to the Commission Schedule(s)
relating to this Agreement in effect at the time of receipt by
Allstate Life of the payment or transaction request on which such
commissions are based. If available, a Commission Option(s) may: (1)
be elected by BD and Associated Insurance Agency on behalf of all of
its Representatives or Agents or (2) may be elected by each
Representative or Agent at the time of Application. Any election made
and applied to a Contract may not be changed and will be in effect for
the life of the Contract. Allstate Life and ADLLC reserve the right to
revise the Commission Schedule(s) for new business at any time upon at
least thirty (30) days prior written notice to BD and Associated
Insurance Agency.
b. Compensation to the Representatives or Agents for Contracts solicited
by the Representatives or Agents and issued by Allstate Life will be
governed by agreements between BD or the Associated Insurance Agency
and their respective Representatives or Agents and payment thereof
will be the BD's or Associated Insurance Agency's sole responsibility.
10. REFUND OF COMMISSIONS
If Allstate Life is required to refund premiums or return contract values
and waive surrender charges on any Contract for any reason, then commission
will be adjusted with respect to said premiums or Contract set forth in the
Commission Schedule, and any commission previously paid for said premiums
must be refunded to Allstate Life or ADLLC. ADLLC shall have the right to
offset any such refundable commission against amounts otherwise payable by
ADLLC . ADLLC agrees to notify BD and Associated Insurance Agency within
thirty (30) days after it receives notice from Allstate Life or any premium
refund or a commission charge back.
11. ASSOCIATED INSURANCE AGENCY
BD and the Associated Insurance Agency represent that they are in
compliance with the terms and conditions of no-action letters issued by the
staff of the SEC with respect to non-registration as a broker/dealer of an
insurance agency associated with a registered broker/dealer. BD and
Associated Insurance Agency shall notify ADLLC immediately in writing if BD
and/or such agency fail to comply with any such terms and conditions and
shall take such measures as may be necessary to comply with any such terms
and conditions. If Associated Insurance Agency is the same person as BD,
this Paragraph 11 does not apply, and BD shall undertake all the duties,
responsibilities and privileges under this Agreement.
12. HOLD HARMLESS AND INDEMNIFICATION PROVISIONS
a. No party to this Agreement will be liable for any obligation, act or
omission of any other party. BD and Associated Insurance Agency will
hold harmless and indemnify Allstate Life and ADLLC, and conversely,
Allstate Life and ADLLC will hold harmless and indemnify BD and
Associated Insurance Agency for any loss or expense suffered as a
result of the violation or noncompliance by the indemnifying party of
or with any applicable law or regulation or any provision of this
Agreement. Further, any BD violation or noncompliance by an associated
person, as defined in Article 1 of the NASD By-Laws, would be covered
under this provision.
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b. Without limiting the above paragraph, in situations when "as of"
pricing is necessary in connection with the Contracts (and a loss is
incurred to compensate the Contract owner for reduced Contract values)
the party whose actions resulted in the loss will bear the costs
according to pricing procedures established by Allstate Life.
13. NON-ASSIGNABILITY PROVISION
This Agreement may not be assigned by any party except by mutual consent of
all other parties.
14. NON-WAIVER PROVISION
Failure of any party to terminate the Agreement for any of the causes set
forth in this Agreement will not constitute a waiver of that party's right
to terminate this Agreement at a later time for any of these causes.
15. AMENDMENTS
Except as stated in Paragraph 9, no amendment to this Agreement will be
effective unless it is in writing and signed by all the parties hereto. In
addition, no modification to Schedule B of this Agreement will be effective
unless Allstate Life and ADLLC receive the modification in writing and it
is provided using the Schedule B attached to this Agreement. Modification
to this Agreement may cumulatively list all agents subject to this
Agreement or a separate Schedule B may be used for each agent. All
modifications to Schedule B are incorporated by reference into this
Agreement.
16. RECERTIFICATION
BD and Associated Insurance Agency shall, on a periodic basis determined by
Allstate Life and ADLLC, certify that they are in compliance with all terms
and provisions of this Agreement.
17. INDEPENDENT CONTRACTORS
BD and its Representatives, and Associated Insurance Agency and its Agents,
are independent contractors with respect to Allstate Life and ADLLC.
18. NOTIFICATION OF CUSTOMER COMPLAINTS OR DISCIPLINARY PROCEEDINGS
a. BD and Associated Insurance Agency agree to notify ADLLC promptly of
any verbal or written customer complaints or disciplinary proceedings
against BD, Associated Insurance Agency or any Representatives or
Agents relating to the Contracts or any threatened or filed
arbitration action or civil litigation arising out of solicitation of
the Contracts.
b. BD and Associated Insurance Agency shall cooperate with Allstate Life
in investigating and responding to any customer complaint, attorney
demand, or inquiry received from state insurance departments or other
regulatory agencies or legislative bodies, and in any settlement or
trial of any actions arising out of the conduct of business under this
Agreement.
c. Any response by BD or Associated Insurance Agency to an individual
customer complaint will be sent to Allstate Life and ADLLC for
approval not less than five (5) business days prior to it being sent
to the customer, except that if a more prompt response is required,
the proposed response may be communicated by telephone, facsimile or
in person.
19. BOOKS, ACCOUNTS AND RECORDS
a. BD and Associated Insurance Agency agree to maintain books, accounts
and records so as to clearly and accurately disclose the nature and
details of transactions relating to the Contracts and to assist
Allstate Life and ADLLC in the timely preparation of their respective
books, accounts and records. BD and Associated Insurance Agency shall
upon request submit such books, accounts and records to the regulatory
and administrative bodies which have jurisdiction over Allstate Life
or the Funds.
b. Each party to this Agreement shall promptly furnish to the other
parties any reports and information which another party may request
for the purpose of meeting its reporting and record keeping
obligations under the insurance laws of any state, and under the
federal and state securities laws or the rules of the NASD.
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20. PARTICIPATION IN FINANCIAL SERVICES GROUP INSURANCE TRUST
BD agrees to be a Participant, by its signature below on this Agreement, in
the Financial Services Group Insurance Trust and/or Arkansas Financial
Services Group Insurance Trust ("Trust(s)") which is administered by
Allstate Life Insurance Company. BD agrees to be bound by the terms of the
Participation Agreement(s) attached hereto as Exhibit C et. seq.
21. LIMITATIONS
No party other than Allstate Life shall have authority on behalf of
Allstate Life to make, alter, or discharge any Contract issued by Allstate
Life, to waive any forfeiture provision or to grant, permit, or extend the
time of making any Payments, or to alter the forms which Allstate Life may
prescribe or substitute other forms in place of those prescribed by
Allstate Life or to enter into any proceeding in a court of law or before a
regulatory agency in the name of or on behalf of Allstate Life.
22. CONFIDENTIALITY AND CONSUMER PRIVACY OBLIGATIONS
Each party to this Agreement shall maintain the confidentiality of any
material designated as proprietary by another party, and shall not use or
disclose such information without the prior written consent of the party
designating such material as proprietary.
Each party to this Agreement agrees and warrants to each other:
a. That BD, Associated Insurance Agency, Allstate Life and ADLLC (all
parties of the Selling Agreement) have complied with the privacy
notice requirement as contained in Regulation S-P (17 CFR Part 248),
promulgated under section 504 of the Gramm-Leach-Bliley Act).
b. That BD and Associated Insurance Agency are providing Allstate Life
and ADLLC with certain Non-Public Personal Information about BD's
consumers solely for the purpose of allowing Allstate Life and ADLLC
to perform their obligations under the Agreement.
c. That all parties of the Selling Agreement shall use the Non-Public
Personal Information solely to fulfill its contractual obligations
under the Agreement; and shall not use the Non-Public Personal
Information for their own benefit or the benefit of its affiliate(s)
or any other party.
d. That all parties of the Selling Agreement shall not disclose the
Non-Public Personal Information to any party, except as is necessary
to fulfill its contractual obligations under the Agreement, or when
such disclosure is made pursuant to a valid exception under Regulation
S-P, sections 248.14-15 (i.e. ordinary course of business and
requirement of law).
e. That "non-Public Personal Information" shall have the meaning as is
used in Regulation S-P.
23. TERMINATION
a. This Agreement may be terminated at the option of any party upon ten
(10) days written notice to the other parties, or at the option of any
party hereto upon the breach by any party of the covenants and terms
of this Agreement. Paragraph 12 shall survive any such termination.
b. This Agreement may be terminated immediately for causes upon an event
of default. Such termination shall be deemed to occur as of the date
immediately preceding the vent of default. An "event of default" shall
occur when the first of the (i) BD or Associated Insurance Agency
files for bankruptcy, or financial or corporate reorganization under
federal or state insolvency law; (ii) applicable laws or regulations
prohibit BD or Associated Insurance Agency from continued marketing of
the Contracts.
24. NOTICE
a. In the event of sale, transfer or assignment of a controlling interest
in BD or Agency, notice shall be provided in writing to Allstate Life
no less than thirty (30) days prior to the closing date.
b. All notices to Allstate Life and ADLLC relating to this Agreement will
be duly provided by certified or express mail to:
General Counsel
Allstate Life Insurance Company
3100 Sanders Road
Northbrook, Illinois 60062
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c. All notices to BD and Associated Insurance Agency will be duly
provided if mailed to their respective address shown on the Agency
Specification/Signature Page(s).
25. SEVERABILITY
Should any provision of this Agreement be held unenforceable, those
provisions not affected by the determination of unenforceability shall
remain in full force and effect.
26. GOVERNING LAW
This Agreement will be construed in accordance with the laws of the State
of Illinois.
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EXHIBIT A
General Letter of Recommendation
BD hereby certifies to Allstate Life Insurance Company ("Allstate Life") that
all the following requirements will be fulfilled in conjunction with the
submission of appointment papers for all applicants as agents of Allstate Life
submitted by BD. BD will, upon request, forward proof of compliance with same to
Allstate Life in a timely manner.
1. We have made a thorough and diligent inquiry and investigation relative to
each applicant's identity, residence, business reputation, and experience
and declare that each applicant is personally known to us, has been
examined by us, is known to be of good moral character, has a goad business
reputation, is reliable, is financially responsible and is worthy of
appointment as a variable contract agent of Allstate Life. This inquiry and
background investigation has included a credit and criminal check on each
applicant Based upon our investigation, we vouch for each applicant and
Certify that each individual is trustworthy, competent and qualified to act
as an agent for Allstate Life to hold himself out in good FAITH to the
general public.
2. We have on file the appropriate state insurance department licensing forms
or U-4 form which was completed by each applicant. We have fulfilled all
the necessary investigative requirements for the registration of each
applicant as a registered representative through our NASD member firm, and
each applicant is presently registered as a NASD registered representative.
The above information in our files indicates no fact or Condition which
would disqualify the applicant from receiving a license or appointment and
all the findings of all investigative information is favorable.
3. We certify that all educational requirements have been met for the specific
state each applicant is licensed in, and that, all such persons have
fulfilled the appropriate examination, education and training requirements.
4. We certify that each applicant will receive close and adequate supervision,
and that we will make inspection when needed of any or all risks written by
these applicants, to the end that the insurance interest of the public will
be properly protected.
5. We will not permit any applicant to transact insurance as an agent until
duly licensed and appointed by Allstate Life. No applicants have been given
a contract or furnished supplies, nor have any applicants been permitted to
write, solicit business, or act as an agent in any capacity on behalf of
Allstate Life, and they will not be so permitted until the certificate of
authority applied for is received.
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EXHIBIT B
Ethical Market Conduct Compliance
BD and Associated Insurance Agency (also referred to as "you" or "your") are
required to comply with Allstate Life's policies and procedures concerning the
replacement of life insurance policies and annuity policies. A replacement
occurs whenever an existing life insurance policy or annuity is terminated,
converted or otherwise changed in value.
For any transaction involving a replacement, Allstate Life requires you to:
1. recommend the replacement of an existing policy only when replacement is in
the best interest of the customer;
2. fully disclose all relevant information to the customer, which information
includes; a) comparison of old and new premiums, expenses and surrender
charges, cash values, and death benefits; b) any loss of cash value or
policy value by surrendering the existing policy; c) all guaranteed and
maximum value of both policies; d) the fact that a new contestability and
suicide period starts under the new policy; and e) the requirement that the
customer must be re-underwritten for the new policy;
3. provide state-required replacement notices to customers on the same day the
application is taken and indicate on the application that the transaction
involves the full or partial replacement of an existing policy;
4. proceed with replacement policies only after providing the customer with
proper information and ensuring that the replacement is in the customer's
best interest and that their needs are met.
BD and Associated Insurance Agency are required to adhere to Allstate Life's
rules and requirements concerning ethical market conduct, which require that
you:
1. carefully evaluate the insurance needs and financial objectives of your
clients, and use sales toots (e.g. policy illustrations and sales
brochures) to determine that the insurance or annuity you are proposing
meets these needs;
2. maintain a current license and valid appointment in all states in which you
promote the sale of Allstate Life products to customers and keep current of
changes in insurance laws and regulations by reviewing the bulletins and
newsletters that Allstate Life publishes;
3. comply with Allstate Life policies concerning replacements, and refrain
from providing false or misleading information about a competitor or
completing product or otherwise making disparaging remarks about a
competitor;
4. submit all advertising materials intended to promote the sale of any
Allstate Life product to the home office for approval prior to use;
5. immediately report to Allstate Life any customer complaints, whether
written or oral, and assist Allstate Life in resolving the complaint to the
satisfaction of all parties;
6. communicate these standards to any producers or office personnel that you
directly supervise and request their agreement to be bound by these
conditions as well.
Allstate Life and ADLLC may terminate this Agreement without notice if you fair
to comply with Allstate Life's rules and requirements concerning the replacement
of life Insurance and annuities and Allstate Life's rules and requirements
concerning ethical market conduct.
Your right to any commissions, or any other thing of value shall cease if you
violate laws and regulations governing unfair trade practices, life insurance
and annuity advertising, replacement of life insurance and annuities, sales
illustrations and agent licensing.
By promoting the sale of an Allstate Life product to a customer, you agree to be
bound by the terms and conditions of this Addendum without modification.
<Page>
NAME: CITIBANK, F.S.B.
ILLINOIS PARTICIPATION AGREEMENT - ALIC ONLY
EXHIBIT C
PARTICIPATION AGREEMENT
This Participation Agreement is made between Allstate life Insurance Company
(herein referred to as the "Administrator"), located at 3100 Sanders Road,
Northbrook, Illinois, 60062, Administrator of the Financial Services Group
Insurance Trust, (herein referred to as the "Trust") and Citibank, F.S.B.,
located in Chicago, Illinois (herein referred to as the "Trustee") and BD
(hereinafter, together, with its affiliates and any successors thereto, referred
to as Participant), the purpose of which is to afford qualifying persons group
insurance benefits of the sort available under said Financial Services Group
Insurance Trust.
NOW THEREFORE, in consideration of the mutual promises herein contained, the
parties hereby agree as follows:
1. Subject to the approval of the insurance Company, Administrator and Trustee
agree to permit the Participant to become a participant under the Financial
Services Group insurance Trust Agreement.
2. The Participant agrees to be bound by:
a. the terms of the Trust Agreement, dated as of April 23, 1999, for the
establishment of the Trust (the "Trust Agreement") as the same
presently appears in writing and as from time to time amended in
accordance with the provisions thereof (capitalized terms used herein
without definition shall have the meaning ascribed thereto in the
Trust Agreement); and
b. each and every provision of the policy(ies) of group insurance (and
all riders and amendments thereto) issued to the Trust.
3. Notices required or permitted shall be given in writing and delivered in
writing by United States Mail, postage prepaid. Notices to the
Administrator or Participant shall be sent to the address provided on the
first page of the Selling Agreement to which this Participation Agreement
is an Exhibit to. Any party may inform the others of a change of address by
written notice pursuant to this paragraph.
IN WITNESS WHEREOF, effective as of the date of the Selling Agreement, the
parties hereto have caused these presents to be executed by their respective
officers as described below:
ACCEPTED:
CITIBANK, F.S.B.
Trustee of the Financial Services
Group Insurance Trust
BY:
---------------------------------------
TITLE:
------------------------------------
<Table>
ADMINISTRATOR, Financial Services Participant, Financial Services Group
Group Insurance Trust insurance Trust
Acceptance of this Participation
Agreement evidenced by signature on Acceptance of this Participation
Selling Agreement and/or applicable Agreement evidenced by signature on
Amendments. Selling Agreement and/or applicable
Amendments.
</Table>
<Page>
SCHEDULE A
SCHEDULE OF COMMISSIONS
Subject to terms and Conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):
Putnam Allstate Advisor
<Table>
<Caption>
Contract Level, Point of Sale Commission Options
ISSUE AGE -------------------------------------------------------------------------------------------
A B C D
(Employee Plan)
- ------------------------------------------------------------------------------------------------------------------------------
5.00%+ 5.00%+ 2.00%+ 0%
0-80 no trail .25% trail++ .75% trail++ no trail
4.50%+ 3.75%+ 1.50%+ 0%
81-85 no trail .25% trail++ .75% trail++ no trail
3.00%+ 2.50%+ 1.00%+ 0%
86-90 no trail .25% trail++ .75% trail++ no trail
</Table>
For corresponding Commissions during Annuitization, see chart below.
+ = Based upon purchase payment.
++ = Trail commissions are based on the Contract Value on the last day of
each contract month beginning with the last day of the 13th contract month.
One-twelfth of the trail commission will be paid each contract month beginning
with the first contract month following the 13th contract month and ending when
the contract is annuitized; the contract must be in effect through the end of
the contract month for a trail commission to be paid.
Commissions during Annuitization*
(corresponds to Contract Level, Point of Sale Commission Option selected)
<Table>
<Caption>
A B C D
- ------------------------------------------------------------------------------------------------------------------------------
Contract Contract Contract Contract Contract Contract All Years
Months 0-84 Months 85+ Months 13-84 Months 85+ Months 13-84 Months 85+
- ------------------------------------------------------------------------------------------------------------------------------
Variable 0.00% .40% trail** .25% trail** .40% trail** .75% trail** .40% trail** 0.00%
Annuitization
Fixed 0.00% .25% trail** .25% trail** .25% trail** .25% trail** .25% trail** 0.00%
Annuitization
</Table>
* = Will not be paid on contracts annuitized under any Retirement Income
Guarantee riders as defined in the governing prospectus.
** = Trail commissions are based on the hypothetical commuted value
(present value of remaining annuity payments) of the annuitized plan selected.
Trail commissions will be payable on the same frequency as the annuity payments
selected by the Contract Owner (i.e. Contract month, Contract quarter, etc.).
Commission Chargebacks
<Table>
<Caption>
Transaction Period of Chargeback Chargeback
- ------------------------------------------------------------------------------------------------------------------------
During the
Full or Partial Withdrawal "Free look"/"right to cancel" period. 100% of commission.
- ------------------------------------------------------------------------------------------------------------------------
Annuitization Contract Months 1-12 1.00% of Up-front Commission
</Table>
<Page>
SCHEDULE A
SCHEDULE OF COMMISSIONS
Subject to terms and Conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):
Putnam Allstate Advisor Plus
<Table>
<Caption>
Contract Level, Point of Sale Commission Options
ISSUE AGE -----------------------------------------------------------------
A B
- -----------------------------------------------------------------------------------------------------------
5.50%+ 4.50%+
0-80 no trail .25% trail++
2.75%+ 2.25%+
81-85 no trail .25% trail++
</Table>
For corresponding Commissions during Annuitization, see chart below.
+ = Based upon purchase payment.
++ = Trail commissions are based on the Contract Value on the last day of
each contract month beginning with the last day of the 13th contract month.
One-twelfth of the trail commission will be paid each contract month beginning
with the first contract month following the 13th contract month and ending when
the contract is annuitized; the contract must be in effect through the end of
the contract month for a trail commission to be paid.
Commissions during Annuitization*
(corresponds to Contract Level, Point of Sale Commission Option selected)
<Table>
<Caption>
A B
- ------------------------------------------------------------------------------------------------------------------------------
Contract Contract Contract Contract
Months 0-96 Months 97+ Months 13-96 Months 97+
- ------------------------------------------------------------------------------------------------------------------------------
Variable 0.00% .40% trail** .25% trail** .40% trail**
Annuitization
Fixed 0.00% .25% trail** .25% trail** .25% trail**
Annuitization
</Table>
* = Will not be paid on contracts annuitized under any Retirement Income
Guarantee riders as defined in the governing prospectus.
** = Trail commissions are based on the hypothetical commuted value
(present value of remaining annuity payments) of the annuitized plan selected.
Trail commissions will be payable on the same frequency as the annuity payments
selected by the Contract Owner (i.e. Contract month, Contract quarter, etc.).
Commission Chargebacks
<Table>
<Caption>
Transaction Period of Chargeback Chargeback
- ------------------------------------------------------------------------------------------------------------------------
During the
Full or Partial Withdrawal "Free look"/"right to cancel" period. 100% of commission.
- ------------------------------------------------------------------------------------------------------------------------
Annuitization Contract Months 1-12 2.00% of Up-front Commission
Contract Months 13-24 1.00% of Up-front Commission
</Table>
<Page>
SCHEDULE A
SCHEDULE OF COMMISSIONS
Subject to terms and Conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):
Putnam Allstate Advisor Preferred
<Table>
<Caption>
Issue Age Contract Level, Point of Sale Commission Options
- -----------------------------------------------------------------------------------------------------------
Up-Front + Trail ++
- -----------------------------------------------------------------------------------------------------------
0-80 2.00% 1.00%
81-85 1.50 1.00
86-90 1.00 1.00
</Table>
For corresponding Commissions during Annuitization, see chart below.
+ = Based upon purchase payment.
++ = Trail commissions are based on the Contract Value on the last day of
each contract month beginning with the last day of the 13th contract month.
One-twelfth of the trail commission will be paid each contract month beginning
with the first contract month following the 13th contract month and ending when
the contract is annuitized; the contract must be in effect through the end of
the contract month for a trail commission to be paid.
Commissions during Annuitization*
(corresponds to Contract Level, Point of Sale Commission Option selected)
<Table>
<Caption>
Months 0-12 Months 13+
- ----------------------------------------------------------------------------------------------------------------------
Variable Annuitization 0.00% 1.00% trail**
Fixed Annuitization 0.00% 0.50% trail**
</Table>
* = Will not be paid on contracts annuitized under any Retirement Income
Guarantee riders as defined in the governing prospectus.
** = Trail commissions are based on the hypothetical commuted value
(present value of remaining annuity payments) of the annuitized plan selected.
Trail commissions will be payable on the same frequency as the annuity payments
selected by the Contract Owner (i.e. Contract month, Contract quarter, etc.).
Commission Chargebacks
<Table>
<Caption>
Transaction Period of Chargeback Chargeback
- ------------------------------------------------------------------------------------------------------------------------
During the
Full or Partial Withdrawal "Free look"/"right to cancel" period. 100% of commission.
- ------------------------------------------------------------------------------------------------------------------------
Annuitization Contract Months 1-12 1.00% of Up-front Commission
</Table>
<Page>
NAME: REGIONS BANK
ARKANSAS PARTICIPATION AGREEMENT - ALIC ONLY
EXHIBIT C
PARTICIPATION AGREEMENT
This Participation Agreement is made between Allstate Life Insurance Company
(herein referred to as the "Administrator"), located at 3100 Sanders Road,
Northbrook, Illinois, 60062, Administrator of The Arkansas Financial Services
Group Insurance Trust, (herein referred to as the "Trust") and Regions Bank,
located in Little Rock, Arkansas (herein referred to as the "Trustee) and BD
and/or Associated Insurance Agency (hereinafter, together, with its affiliates
and any successors thereto, referred to as "Participant), the purpose of which
is to afford qualifying persons group insurance benefits of the sort available
under said Arkansas Financial Services Group Insurance Trust.
NOW THEREFORE, in consideration of the mutual promises herein contained, the
parties hereby agree as follows:
1. Subject to the approval of the Insurance Company, Administrator and Trustee
agree to permit the Participant to become a participant under the Arkansas
Financial Services Group Insurance Trust Agreement.
2. The Participant agrees to be bound by:
a. the terms of the Trust Agreement, dated as of October 29, 1999, for
the establishment of the Trust (the "Trust Agreement") as the same
presently appears in writing and as from time to time amended in
accordance with the provisions thereof (capitalized terms used herein
without definition shall have the meaning ascribed thereto in the
Trust Agreement); and
b. each and every provision of the policy(ies) of group insurance (and
all riders and amendments thereto) issued to the Trust.
3. Notices required or permitted shall be given in writing and delivered in
writing by United States Mail, postage prepaid. Notices to the
Administrator or Participant shall be sent to the address provided on the
first page of the Selling Agreement to which this Participation Agreement
is an Exhibit to. Any party may inform the others of a change of address by
written notice pursuant to this paragraph.
IN WITNESS WHEREOF, effective as of the date of the Selling Agreement, the
parties hereto have caused these presents to be executed by their respective
officers as described below:
ACCEPTED:
REGIONS BANK
Trustee of The Arkansas Financial Services
Group Insurance Trust
BY: /s/ [ILLEGIBLE]
-----------------------------------------
SENIOR VICE PRESIDENT &
TITLE: PERSONAL TRUST MANAGER
---------------------------------------
<Table>
Administrator, Arkansas Financial Participant, Arkansas Financial Services
Services Group Insurance Trust Group insurance Trust
Acceptance of this Participation Acceptance of this Participation
Agreement evidenced by signature on Agreement evidenced by signature on
Selling Agreement and/or applicable Selling Agreement and/or applicable
Amendments. Amendments.
</Table>
<Page>
NOTE: FOR USE WITH THE
REGIONS BANK/
ARKANSAS PARTICIPATION AGREEMENT - ALIC ONLY
SCHEDULE A
SCHEDULE OF COMMISSIONS
Subject to terms and conditions of the Selling Agreement, Associated Insurance
Agency shall have available for sale and shall be compensated for Contracts
issued according to the following chart:
Putnam Insured Investor
Term Life Insurance
<Table>
<Caption>
Issue Age Commission Options
- ---------------------------------------------------------------------------
21-75 No commissions will be paid
</Table>