Exhibit 10.2


 


NOVATION AND ASSIGNMENT AGREEMENT


 


This NOVATION AND
ASSIGNMENT AGREEMENT dated July 26, 2004 (“Agreement”) is by and among
Allstate Life Insurance Company (“Allstate”),  American Heritage Life Insurance Company (“AHL”
or “Ceding Company”) and Columbia Universal Life Insurance Company (“CUL”).


 


WHEREAS, AHL, as ceding company, and CUL, as reinsurer,
entered into that certain Reinsurance and Administrative Services Agreement
which agreement was effective February 1, 1998 (“Reinsurance and Administrative
Services Agreement”).


 


WHEREAS,
CUL and Allstate desire to enter into this Agreement pursuant to which Allstate
will take the place of and be substituted for CUL under the Reinsurance and
Administrative Services Agreement, so as to effect a novation and assignment of
the Reinsurance and Administrative Services Agreement to Allstate.


 


WHEREAS,  AHL wishes to consent and
agree to such novation and assignment, pursuant to the terms set forth herein.


 


NOW
THEREFORE,  in consideration
of the above stated premises and the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:


 


1.  Effective June 30, 2004 (“Effective Date”),
CUL hereby transfers and assigns all of CUL’s rights, duties, obligations and
liabilities under the Reinsurance and Administrative Services Agreement to
Allstate.


 


2.               As
of the Effective Date, Allstate hereby accepts such transfer and assignment and
shall be bound by all of the terms, covenants, and conditions of the
Reinsurance and Administrative Agreement in place of CUL.


 


3.               AHL
hereby:


 


a)                 consents
to CUL’s transfer and assignment of all of CUL’s rights, duties, obligations,
and liabilities under the Reinsurance and Administrative Agreement to Allstate,
pursuant to the terms of this Agreement; and


 


b)                as
of the Effective Date, irrevocably releases and forever discharges CUL from any
and all duties, obligations, and liabilities arising under the Reinsurance and
Administrative Agreement, whether known or unknown, at law or in equity, in
contract or in tort, reported or unreported, and whether currently existing or
arising in the future, including, but not limited to, all claims, debts,
demands, causes of action, sums of money, covenants, contracts, controversies,
escrow accounts, trust accounts, damages, judgments, costs, expenses, and
losses whatsoever (all such duties, obligations, and liabilities collectively
referred to as “CUL Pre-Effective Date Liabilities”), it being the intent of
the parties that Allstate shall be directly and solely liable for all CUL
Pre-Effective Date Liabilities.


 


c)                 expressly
agrees that Allstate may engage any parent company, subsidiary, affiliate or
unrelated  third party vendor to perform
any part or all of the administrative services described in Article II of
the Reinsurance and Administrative Services Agreement.


 


 


1

















 


4.               This
Novation and Assignment Agreement is an amendment to and is made a part of the
Reinsurance and Administrative Services Agreement.  Except as modified by this Agreement, all
other terms, covenants, and conditions of the Reinsurance and Administrative
Services Agreement shall remain in full force and effect.


 


IN
WITNESS WHEREOF, the parties have caused
their duly authorized officers to execute this NOVATION AND ASSIGNMENT
AGREEMENT as of the date first above
written.


 


	
  AMERICAN
  HERITAGE LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
  By:

  	
  /s/ Samuel H.
  Pilch

  	
   

  
	
  Name:

  	
  Samuel H. Pilch

  	
   

  
	
  Title:

  	
  Group Vice
  President

  
	
   

  	
   

  
	
  COLUMBIA UNIVERSAL LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
  By:

  	
  /s/James P. Zils

  	
   

  
	
  Name:

  	
  James P. Zils

  
	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
  ALLSTATE
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
  By:

  	
  /s/ Samuel H.
  Pilch

  	
   

  
	
  Name:

  	
  Samuel H. Pilch

  
	
  Title:

  	
  Group Vice
  President and Controller

  
	
   

  	
   

  



 


 


2