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Exhibit 10.20
ALLSTATE BANK
PREMIUM DEPOSITORY SERVICE SUPPLEMENT TO
CASH MANAGEMENT SERVICES MASTER AGREEMENT
This PREMIUM DEPOSITORY Service Supplement dated as of September 30, 2005
amends the Cash Management Services Master Agreement, as amended (the
"Agreement") between Allstate Bank, formerly known as Allstate Federal Savings
Bank ("Bank"), Allstate Insurance Company ("AIC"), Allstate Motor Club, Inc.
("AMC") (together with AIC, "Customers") and certain other parties.
ESTABLISHMENT OF ACCOUNTS.
Under the Agreement and this Supplement, Bank will open new deposit accounts
(the "Accounts") for AIC and AMC for the purpose of receiving certain aggregate
premium payments in such initial amounts as the Bank and depositing companies
shall agree. Deposits to and withdrawals from the Accounts will be made solely
through electronic transfers by wire or through an automated clearinghouse
("ACH").
AGGREGATE PREMIUM PAYMENT FUND TRANSFERS. It is contemplated that certain
companies (such as Paymentech, CCS, and Western Union) (the "Transferors") that
receive, process and forward payments intended for AIC and/or AMG may each
effect one or more electronic funds transfers to the AIC Account and/or one or
more electronic funds transfers to the AMC Account each business day by wire or
ACH.
Each business day, Bank will accept such electronic funds transfers from the
Transferors for deposit into the Customers' account as applicable. The next
business day, at the prompting of Treasury via a wire request, Bank will
aggregate for each such Account the deposits received by Bank on the previous
business day prior to the cut-off time established by Bank (the "Prior
Receipts"). Bank shall then withdraw the Prior Receipts from each Account and
electronically transfer the Prior Receipts from such Account to the bank account
designated in writing from time to time by AIC or AMC, as the case may be (the
"Recipient Account"). There shall be a single Recipient Account linked to each
Account at all times (provided that AIC and AMC may use a joint Recipient
Account if they choose).
As required or appropriate, Bank shall adjust transfers to the Recipient Account
to reflect any reversals or necessary adjustments on prior deposits and
withdrawals, or alternatively bill or make payment to AIC or AMC, as applicable.
MORTGAGEE PREMIUM PAYMENT FUND TRANSFERS.
Mortgagors on residential mortgage loans have contracted to obtain homeowners
insurance through AIC. If required, these mortgagors escrow the premium payments
through the servicers of the mortgagors (the "Servicers"). AIC typically bills
the Servicers twice each month for the aggregate premiums owed by the
mortgagors. It is contemplated that, upon receipt of such bills, the Servicers
will process and forward the premium payments to the Bank for credit to an AIC
Account by wire or ACH.
Each business day, Bank will accept such electronic funds transfers from the
Servicers for deposit into the AIC Account. The next business day, at the
prompting of Treasury via a wire request, the Bank will aggregate the deposits
received by Bank on the previous business day prior to the cut-off time
established by Bank (the "Mortgagee Premium Prior Receipts"). Bank shall then
withdraw the Mortgagee Premium Prior Receipts from the Account and
electronically transfer the Mortgagee Premium Prior Receipts from the Account to
the bank account designated in writing from time to time by AIC (the "Mortgagee
Premium Recipient Account").
As required or appropriate, Bank shall adjust transfers to the Mortgagee Premium
Receipt Account to reflect any reversals or necessary adjustments on prior
deposits and withdrawals, or alternatively bill or make payment to AIC, as
applicable.
INTEREST AND FEES.
No interest will be paid on funds in the Accounts. Bank will charge Customers
the applicable fees set forth on the Cash Management Pricing schedule under
separate cover and as such schedule may be amended from time to time (the "Fee
Schedule").
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PROCEDURES.
Customers shall follow the operational and security procedures set forth in
Exhibit A attached hereto as such procedures may be modified from time to time.
AMENDMENTS.
Notwithstanding any language in the Agreement to the contrary, Bank may effect
amendments to this Service Supplement that apply to some but not all of the
other parties to the Agreement by giving the requisite notice to the affected
parties only.
STATUS OF AGREEMENT.
All provisions of the Agreement shall apply to the Services contemplated by this
Supplement. However, in the event of any conflict between the terms of this
Supplement and the other provisions of the Agreement, the terms of this
Supplement shall control.
IN WITNESS WHEREOF, the affected parties have executed this Supplement which is
effective as of the date first above written.
ALLSTATE INSURANCE COMPANY ALLSTATE BANK
By: /s/ Barry S. Paul By: /s/ Clay S. Green
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Name: Barry S. Paul, Assistant Treasurer Name: Clay S. Green
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By: /s/ Nancy M. Bufalino Title: President
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Name: Nancy M. Bufalino, Assistant Treasurer
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ALLSTATE MOTOR CLUB, INC.
By: /s/ Barry S. Paul
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Name: Barry S. Paul, Assistant Treasurer
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By: /s/ Nancy M. Bufalino
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Name: Nancy M. Bufalino
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EXHIBIT A
OPERATIONAL AND SECURITY PROCEDURES
ISSUANCE OF PAYMENT ORDERS.
FORMAT, CUT-OFF TIME Orders for payment ("Payment Orders") are subject to Bank's
acceptance, and will be received and processed only on business days the Bank is
open. All outgoing Payment Orders received after 2:00 p.m. Central Time will be
processed the next business day. Bank must receive requests for cancellations or
amendments of Payment Orders no later than 2:00 p.m., Central Time, on the
business day preceding the day for execution of the Payment Order.
INSUFFICIENT FUNDS. If honoring a Payment Order would cause the Account of
Customers designated in the Payment Order to be overdrawn, Bank MAY, but has no
obligation to, execute the Payment Order, and (a) create an overdraft in such
Account, (b) transfer to the designated Account from any other account of
Customers, funds sufficient to cover the deficiency in the designated Account.
Customers promise to repay any such overdraft, plus any overdraft fee, on
demand, and to pay Bank's costs of collection and reasonable attorneys fees.
REJECTION OF PAYMENT ORDER. Bank may notify Customers of its rejection of any
Payment Order or request for an amendment or cancellation of a Payment Order by
telephone, facsimile transmission, electronic transmission, or other written
notice.
CANCELLATION OF PAYMENT ORDERS. Customers may cancel or amend a Payment Order
only if Bank receives the communication before Bank's cut-off time and has a
reasonable opportunity to act on it before accepting the Payment Order. However,
Bank will have no liability if such cancellation or amendment is not effected.
The communication of a cancellation or amendment must be presented in conformity
with the same security procedures that have been agreed to for Payment Orders.
In addition, prior to honoring any request to cancel or amend a Payment Order,
the Bank may require the Customers to deliver an indemnification supported by a
bond or other security in a form and amount acceptable to the Bank, and to take
such other actions as reasonably requested by the Bank.
SECURITY PROCEDURES.
Customers and Bank have established a secure interface through which Customers
communicates its Payment Orders to Bank. In the event that interface is not
available, Customers will send Payment Orders to Bank via facsimile machine
(847-968-6717) (or such other number designated by Bank). In the event that the
Payment Order utilizes a repetitive template (that is, one in which all payment
information is predefined and the only variable information is the dollar
amount), no callback to Customers will be made. If the Payment Order is
non-repetitive, Bank will rely on other security procedures including callbacks
(to the Authorized Individual(s) as designated on the "Organization Account
Authorization") and an authorized individual-specific personal identification
number ("PIN") as the means of validating Payment Order information and
monitoring transactions. Customers agree that any such security procedure is a
commercially reasonable method of providing security against unauthorized
payment orders in light of the amount of the Payment Order and other relevant
factors.
ACCOUNT AGREEMENT.
Bank may issue administrative rules and procedures for time to time, which will
be binding on Customers after it receives written notice of the rules and
procedures. In addition, Bank's rights and obligations with respect to
Customers' Account are subject to the terms of Bank's Deposit Agreement and
Disclosure, as in effect from time to time.
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REPORT OF DISCREPANCIES.
Customers must promptly report in writing any discrepancy between Customer's
records of Payment Orders and the notice Customers receive of the execution of
any Payment Order, Customers agree that fourteen (14) days is a reasonable time
for Customers to notify Bank of discrepancies, including unauthorized and
erroneous Payment Orders.
Customers wi11 provide Bank with all information reasonably requested in
connection with any discrepancy. Except as otherwise required by law, Customers
will not be entitled to interest on any refundable amount. If Bank can prove
that Customers failed to perform any duties with respect to an erroneous payment
and that Bank has incurred a loss as a result of the failure, Customers will be
liable to Bank for the amount of the loss not exceeding the amount of the
Payment Order.
NAME/IDENTIFYING NUMBER INCONSISTENCIES OR OTHER ERRORS.
In executing a Payment Order, Bank and other banks involved in the transfer may
rely on the identifying number (e.g. Fedwire routing number or account number)
of any credit party as instructed in the Payment Order, even if that number
identifies a person different from the named beneficiary. Customers assume full
responsibility for any inconsistency between the name and identifying number of
any credit party. Bank is not responsible for detecting any error contained in
Payment Orders sent by Customer to Bank.
BAI FILE TRANSMISSION SCHEDULE
For all business days, by 5 AM, Central Time, Bank will deliver to a
Treasury-designated secured mailbox an encrypted Prior Day Balance file
including account transactions, account balances and file totals.
For all business days, by 9 AM Central Time, Bank will deliver to a
Treasury-designated secured mailbox an encrypted Current Day Balance file
including account transactions and file totals.
Both of these files will follow BAI Cash Management Balance Reporting
Specifications version 2 formatting rules. In cases where either of these files
cannot be delivered by the time indicated, Allstate Bank IT will provide hourly
problem resolution status to Treasury until the problem is corrected.
WIRE PROCESSING SCHEDULE
Bank will provide secure system access for Treasury to process payment orders
between the hours of 8 AM and 3 PM, Central Time on all Bank business days. If
that processing window must be extended on any given day, notice must be given
to Bank prior to 2 PM, Central Time.
SECURITY
System access security includes usage of both client certificates and system
userid/passwords following Allstate Financial Technology security standards.
BUSINESS CONTINUITY
DDA Failure prior to BAI Transmission:
Allstate Bank IT will open a problem ticket with Fidelity at a level of
"Severity One". A "Sev-One" requires hourly updates by Fidelity. Bank also
commits to provide hourly updates to Treasury until the issue is resolved.
DDA Failure during wire processing:
If the DDA system fails during the daily wire processing, the wire requests
initiated by Treasury will back-up in the Browser's Pending Queue. In the event
of such an occurrence, Bank will manually execute wires. And once the DDA is
back online, the Bank will manually update the corresponding DDAs.
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ALLSTATE BANK CONTACT LIST
Below is a contact list for any questions pertaining to wire processing:
Phone Number Pager #
Doug Carpenter 847-968-6857
Debbie Bradel 847-968-6841 1-800-759-8888 PIN 1152223
FAX NUMBER 847-968-6717
NOTE: THE INDIVIDUALS NAMED IN THIS DOCUMENT MAY BE CHANGED VIA WRITTEN
COMMUNICATION TO THE DIRECTOR OF CASH OPERATIONS AT ALLSTATE BANK. ALLSTATE BANK
WILL NOTIFY CUSTOMERS IN WRITING OF ANY CHANGE TO THE ALLSTATE BANK INDIVIDUALS
NAMED IN THIS DOCUMENT.
MISCELLANEOUS
Customers will provide Bank with all information reasonably requested in
connection with any discrepancy. Except as otherwise required by law, Customers
will not be entitled to interest on any refundable amount. If Bank can prove
that Customers failed to perform any duties with respect to an erroneous payment
and that Bank has incurred a loss as a result of the failure, Customers will be
liable to Bank for the amount of the loss not exceeding the amount of the
Payment Order.
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