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                                                                   Exhibit 10.28

                         INVESTMENT MANAGEMENT AGREEMENT
                                       AND
               AMENDMENT TO CERTAIN SERVICE AND EXPENSE AGREEMENTS

                                      AMONG

                            ALLSTATE INVESTMENTS, LLC
                                       AND

                           ALLSTATE INSURANCE COMPANY
                                       AND

                            THE ALLSTATE CORPORATION
                                       AND

                               CERTAIN AFFILIATES

This Agreement made and effective as of January 1, 2002, among ALLSTATE
INVESTMENTS, LLC, a Delaware limited liability company ("ALLSTATE INVESTMENTS"),
ALLSTATE INSURANCE COMPANY, an Illinois insurance company ("Allstate"), THE
ALLSTATE CORPORATION, a Delaware corporation and parent of Allstate and ALLSTATE
INVESTMENTS ("Allcorp"), and those additional subsidiaries of Allcorp whose
signatures appear below (individually an "Affiliate" and collectively with
Allstate and Allcorp, the "Allstate Affiliates").

                              W I T N E S S E T H:

Allstate currently provides investment management services to Allcorp and
certain insurance Affiliates pursuant to a Service and Expense Agreement, dated
as of January 1, 1999 (the "Insurance Affiliates Service Agreement") and to
certain non-insurance Affiliates pursuant to a Service and Expense Agreement,
dated as of January 1, 2000 (the "Non-Insurance Affiliates Service Agreement,"
and, collectively with the Insurance Affiliates Service Agreement, the "Service
Agreements").

It has been determined that such investment management services in the future
will be more appropriately provided to the Allstate Affiliates by a separate
entity performing only investment management activities rather than by a
department of Allstate, resulting in benefits to the Allstate Affiliates.
Therefore, subject to obtaining all required regulatory approvals, effective
January 1, 2002, Allstate's Investment Department will cease providing
investment management services pursuant to the Service Agreements. All
investment management services will instead be provided to the Allstate
Affiliates by ALLSTATE INVESTMENTS, an Allcorp subsidiary.

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To accomplish this change, the Allstate Affiliates desire to amend the Service
Agreements to terminate the provision of investment management services by
Allstate. They also desire to contract with ALLSTATE INVESTMENTS for the
rendering of investment management services by ALLSTATE INVESTMENTS subject to
the terms and conditions hereinafter set forth.

NOW, THEREFORE, it is agreed as follows:

                                    ARTICLE 1
                    AMENDMENT OF EXISTING SERVICE AGREEMENTS

1.1       INSURANCE AFFILIATES SERVICE AGREEMENT. Allcorp, Allstate, and each
insurance Affiliate hereby agree to amend the Insurance Affiliates Service
Agreement by deleting Exhibit E and all references thereto such that Allstate no
longer provides investment management services to Allcorp or any insurance
Affiliate.

1.2       NON-INSURANCE AFFILIATES SERVICE AGREEMENT. Allstate and each
non-insurance Affiliate hereby agree to amend the Non-Insurance Affiliates
Service Agreement by deleting Exhibit B and all references thereto such that
Allstate no longer provides investment management services to any non-insurance
Affiliate.

                                    ARTICLE 2
                         INVESTMENT MANAGEMENT SERVICES

2.1       APPOINTMENT. Each Allstate Affiliate hereby engages
ALLSTATE INVESTMENTS as the investment manager of its investment assets and
grants ALLSTATE INVESTMENTS the power and authority to advise, manage, and
direct the investment and reinvestment of such assets for the period and on the
terms and conditions set forth herein. Such activities shall be conducted
subject to and in accordance with the investment objectives, restrictions, and
strategies set forth in the Investment Policy and Investment Plan (the "Policy")
adopted by the Board of Directors of each such Allstate Affiliate with respect
to its respective investment portfolios, and in accordance with such other
limitations and guidelines as may be established from time to time for such
portfolios by such Boards (such investment objectives, restrictions, strategies,
limitations, and guidelines herein referred to collectively as the "Investment
Guidelines"). ALLSTATE INVESTMENTS hereby accepts such responsibility and agrees
during such period to render the services and to assume the obligations herein
set forth, all as more fully described in Exhibit A, attached hereto (the
"Services"). Each of the Allstate Affiliates may from time to time reach
agreement with ALLSTATE INVESTMENTS that only certain of the listed Services
will be provided.

2.2       CHARGES AND EXPENSES. Each Allstate Affiliate agrees to pay ALLSTATE
INVESTMENTS a fee for the Services equal to ALLSTATE INVESTMENTS' fully burdened
basis point charge for the management of such Allstate Affiliate's portfolio.

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The fully burdened basis point charge is ALLSTATE INVESTMENTS's actual cost of
managing the portfolios in which such Allstate Affiliate invests, including the
provision of all administrative, reporting or other services required to manage
the portfolios and provide the Services. To the extent any of ALLSTATE
INVESTMENTS's costs are determined by allocations from any Allstate Affiliate,
the allocation shall be made in accordance with the general provisions of the
NAIC expense classification and allocation guidelines applicable to all
inter-company allocations between Allstate and its insurance affiliates.
ALLSTATE INVESTMENTS shall maintain and make available for review by any
Allstate Affiliate, or any regulator having jurisdiction over such Allstate
Affiliate, documentation showing the calculation of all such charges. Any
Allstate Affiliate may request a review of such charges for the Services and
such review will occur promptly thereafter. All brokerage commissions and other
direct transaction charges payable to third parties shall be in addition to any
fees payable to ALLSTATE INVESTMENTS for Services and may be paid on each
Allstate Affiliate's behalf from the assets in the such entities portfolio or
may be paid by ALLSTATE INVESTMENTS and reimbursed by such Allstate Affiliate.

2.3       PAYMENT. ALLSTATE INVESTMENTS will charge each Allstate Affiliate for
the Services via the monthly expense allocation process, and payments will be
through the monthly intercompany settlement process. The process will be
completed by personnel of ALLSTATE INVESTMENTS and each of the Allstate
Affiliates in the most timely and effective method available.

                                    ARTICLE 3
                            MISCELLANEOUS PROVISIONS

3.1       PREVIOUS AGREEMENTS. Except for the amendments to the Service
Agreements pursuant to Article 1 above, nothing in this Agreement shall be
deemed to amend any previously executed agreement between the parties.

3.2       SCOPE OF SERVICES. The scope of, and the manner in which, ALLSTATE
INVESTMENTS provides the Services to the Allstate Affiliates shall be reviewed
periodically by ALLSTATE INVESTMENTS and the Allstate Affiliates.

3.3       STANDARD OF PERFORMANCE. ALLSTATE INVESTMENTS shall discharge its
duties hereunder at all times in good faith and with that degree of prudence,
diligence, care and skill which a prudent person rendering services as an
institutional investment manager would exercise under similar circumstances. The
provisions of this Agreement shall not be interpreted to imply any obligation on
the part of ALLSTATE INVESTMENTS to observe any standard of care other than as
set forth in this Section 3.3.

3.4       BOOKS AND RECORDS. Upon reasonable notice, and during normal business
hours, each Allstate Affiliate shall be entitled to, at its own expense, inspect
records that pertain to the computation of charges for the Services. ALLSTATE
INVESTMENTS shall at all times maintain correct and complete books, records and
accounts of all Services. Each

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Allstate Affiliate shall have unconditional right of ownership of any records
prepared on its behalf under this Agreement.

3.5       LIABILITY OF ALLSTATE INVESTMENTS. In the absence of ALLSTATE
INVESTMENTS's willful or negligent misconduct (or the willful or negligent
misconduct of its officers, directors, agents, employees, controlling persons,
shareholders, and any other person or entity affiliated with ALLSTATE
INVESTMENTS or retained by it to perform or assist in the performance of its
obligations under this Agreement), neither ALLSTATE INVESTMENTS nor any of its
officers, directors, employees or agents shall be subject to liability to any
Allstate Affiliate for any act or omission in the course of, or connected with,
rendering services hereunder.

3.6       INDEPENDENT CONTRACTOR. ALLSTATE INVESTMENTS shall for all purposes be
deemed to be an independent contractor. All persons performing duties hereunder
at all times during the term of this agreement shall be under the supervision
and control of ALLSTATE INVESTMENTS, and shall not be deemed employees of any
Allstate Affiliate as a result of this Agreement and the Services provided
hereunder. ALLSTATE INVESTMENTS shall have no power or authority to bind any
Allstate Affiliate or to assume or create an obligation or responsibility,
express or implied, on behalf of any Allstate Affiliate, nor shall it represent
to anyone that it has such power or authority, except as expressly provided in
this Agreement. Nothing in this Agreement shall be deemed to create a
partnership between or among the parties, whether for purposes of taxation or
otherwise.

3.7       ASSIGNMENT. ALLSTATE INVESTMENTS shall not assign its obligations or
rights under this Agreement without the written consent of each Allstate
Affiliate. ALLSTATE INVESTMENTS may terminate this Agreement in its entirety,
and each Allstate Affiliate may cancel its participation in the arrangements
under this Agreement, each by giving six months written notice to the other
parties to this Agreement; provided, however, that in the event that the
affiliate relationship ceases to exist with respect to any Affiliate, this
Agreement shall terminate immediately with respect to such Allstate Affiliate.
Under no circumstances will the initial term of this Agreement exceed five (5)
years.

3.8       NOTICES. All communications provided for hereunder shall be in
writing, and if to an Allstate Affiliate, mailed or delivered to such Allstate
Affiliate at its office at the address listed in such Affiliate's Statutory
Annual Statement Blank, Attention: Secretary, or if to an entity not filing a
statutory Annual Statement Blank, mailed or delivered to its office at 3075
Sanders Road, Northbrook, Illinois 60062, Attention: Controller, or addressed to
any party at the address such party may hereafter designate by written notice to
the other parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
as of the day and year above written.

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                                 THE ALLSTATE CORPORATION

                                 By:
                                     ---------
                                 James P. Zils
                                 Treasurer

                                 ALLSTATE INSURANCE COMPANY

                                 By:
                                     ----------
                                 James p. Zils
                                 Vice President and Treasurer

                                 ALLSTATE INVESTMENTS, LLC

                                 By:
                                     ----------
                                 Casey J. Sylla
                                 Chairman of the Board and President

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                                 AHL SELECT HMO, INC.

                                 By:
                                     ------------------------
                                 John. Anderson, Jr.
                                 Secretary and Treasurer

                                 ALLSTATE ASSURANCE COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                 ALLSTATE COUNTY MUTUAL INSURANCE COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 ALLSTATE ENTERPRISES, INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 ALLSTATE FINANCIAL, LLC

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                 ALLSTATE FINANCIAL CORPORATION

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

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                                 ALLSTATE FIRE AND CASUALTY INSURANCE COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 ALLSTATE FLORIDIAN INDEMNITY COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 ALLSTATE FLORIDIAN INSURANCE COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 ALLSTATE HOLDINGS, LLC

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Executive Vice President and Treasurer

                                 ALLSTATE INDEMNITY COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 ALLSTATE INTERNATIONAL INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Executive Vice President and Treasurer

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                                 ALLSTATE INTERNATIONAL INSURANCE HOLDINGS, INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Executive Vice President and Treasurer

                                 ALLSTATE LIFE INSURANCE COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                 ALLSTATE MOTOR CLUB, INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 ALLSTATE NEW JERSEY HOLDINGS, LLC

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Executive Vice President and Treasurer

                                 ALLSTATE NEW JERSEY INSURANCE COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 ALLSTATE NON-INSURANCE HOLDINGS, INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                        8
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                                 ALLSTATE NORTH AMERICAN INSURANCE COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 ALLSTATE PROPERTY AND CASUALTY INSURANCE
                                 COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 AMERICAN HERITAGE LIFE INSURANCE COMPANY

                                 By:
                                     ------------------------
                                 John K. Anderson, Jr.
                                 Executive Vice President, Treasurer, Chief
                                 Financial Officer and Corporate Secretary

                                 AMERICAN HERITAGE LIFE INVESTMENT CORPORATION

                                 By:
                                     -------------------------
                                 James P. Zils
                                 Treasurer

                                 ALLSTATE TEXAS LLOYD'S. INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                        9
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                                 CHARTER NATIONAL LIFE INSURANCE COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                 COLUMBIA UNIVERSAL LIFE INSURANCE COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                 CONCORD HERITAGE LIFE INSURANCE COMPANY INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                 DEERBROOK INSURANCE COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 DIRECT MARKETING CENTER INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 ENCOMPASS HOLDINGS, LLC

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

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                                 ENCOMPASS INDEMNITY COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 ENTERPRISES SERVICES CORPORATION

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 FIRST COLONIAL INSURANCE COMPANY

                                 By:
                                     ------------------------
                                 John K. Anderson, Jr.
                                 Senior Vice President and Secretary

                                 GLENBROOK LIFE AND ANNUITY COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                 IVANTAGE GROUP, LLC

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 IVANTAGE SELECT AGENCY, INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                       11
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                                 IVORY HOLDINGS, LLC

                                 By:
                                     ------------------------
                                 John K. Anderson, Jr.
                                 Secretary

                                 KEYSTONE STATE LIFE INSURANCE COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                 LINCOLN BENEFIT LIFE COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                 NORTHBROOK INDEMNITY COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 NORTHBROOK LIFE INSURANCE COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                 NORTHBROOK SERVICES, INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

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                                 PEMBRIDGE AMERICA INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 RESCUE EXPRESS, INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 ROADWAY PROTECTION AUTO CLUB, INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 STERLING COLLISION CENTERS, INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                 SURETY LIFE INSURANCE COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                 TECH-COR, INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                       13
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                                 THE NORTHBROOK CORPORATION

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Treasurer

                                 USF&G BUSINESS INSURANCE COMPANY

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 WILLOW INSURANCE HOLDINGS INC.

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                 WILLOW LAKE HOLDINGS, LLC

                                 By:
                                     ------------------------
                                 James P. Zils
                                 Vice President and Treasurer

                                       14
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                                                                       Exhibit A
                               INVESTMENT SERVICES

     A.   APPOINTMENT. This Exhibit A details the Services to be provided by
ALLLSTATE INVESTMENTS pursuant to the Investment Management Agreement among
ALLSTATE INVESTMENTS and certain Allstate Affiliates to which this Exhibit A is
attached. For purposes of this Exhibit A, the investment portfolio of each
Allstate Affiliate will be referred to as an Account

     B.   ALLSTATE INVESTMENTS AS AGENT. ALLSTATE INVESTMENTS shall be granted
and exercise full investment discretion and authority in buying, selling or
otherwise disposing of or managing the investment of the assets held in each
Account and in the performance of the services rendered hereunder, and shall do
so as each Allstate Affiliate's agent only, subject to ALLSTATE INVESTMENTS'
adherence to the Policies and Investment Guidelines. Each Allstate Affiliate
hereby authorizes ALLSTATE INVESTMENTS to exercise all such powers with respect
to the assets of its respective Account as may be necessary or appropriate for
the performance by ALLSTATE INVESTMENTS of its obligations under the Agreement,
subject to the supervision of the Board of Directors of such Allstate affiliate
(the "Board"), and any limitations contained herein.

     C.   INVESTMENT ADVISORY SERVICES. In furtherance of the foregoing, and in
carrying out its obligations to manage the investment and reinvestment of the
assets in each Account, ALLSTATE INVESTMENTS shall, as appropriate and
consistent with the Investment Guidelines:

     (a)  perform research and obtain and evaluate such information relating to
the economics, industries, businesses, markets and new investment structures,
techniques, practices, and financial data as ALLSTATE INVESTMENTS deems
appropriate in the discharge of its duties under this Agreement; (b) consult
with and furnish to each Board recommendations with respect to overall
investment strategies for each respective Account; (c) seek out and implement
specific investment opportunities, consistent with such overall investment
strategies approved by each Board, including making and carrying out day-to-day
decisions to acquire or dispose of permissible investments, managing the
investment of the assets of each Account, and providing or obtaining such
services as may be necessary in managing, acquiring or disposing of investments;
(d) regularly report to the Boards with respect to the implementation of
investment strategies and any other activities in connection with management of
each Account's assets, including furnishing to each Board, within 45 days after
the end of each quarter, a report concerning investment activity during the
quarter; (e) maintain all required accounts, records, memoranda, instructions or
authorizations relating to the acquisition or disposition of investments for
each Account; (f) determine the securities to be purchased or sold by each
Account and place orders either directly with the issuer, with any broker-dealer
or underwriter that specializes in the securities for which the order is made,
or with any other broker or dealer that ALLSTATE INVESTMENTS selects; and (g)
perform the

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services hereunder in a manner consistent with investment objectives
and policies of each Allstate Affiliate as detailed in the respective Investment
Guidelines, as amended from time to time, and in compliance, as appropriate,
with the applicable provisions of the insurance laws and regulations of each
Allstate Affiliate's domicile, as amended and any other applicable laws.

     D.   ALLOCATION OF BROKERAGE. ALLSTATE INVESTMENTS is authorized in its
sole discretion to select the brokers or dealers that will execute the purchases
and sales of securities for each Account. In making such selection, ALLSTATE
INVESTMENTS shall use its best efforts to obtain for each Account the most
favorable net price and execution available taking into account all appropriate
factors, including price, dealer spread or commission, if any, and size and
difficulty of the transaction. If, in the judgment of ALLSTATE INVESTMENTS, an
Allstate Affiliate would be benefited by supplemental investment research,
ALLSTATE INVESTMENTS is authorized, but not obligated, to select brokers or
dealers on the basis of research information, materials, or services they could
furnish to ALLSTATE INVESTMENTS for potential use in supplementing ALLSTATE
INVESTMENTS' own information and in making investment decisions for each
Account. The expenses of ALLSTATE INVESTMENTS and the charges to an Allstate
Affiliate may not necessarily be reduced as a result of receipt of such
supplemental information. Subject to the above requirements, nothing shall
prohibit ALLSTATE INVESTMENTS from selecting brokers or dealers with which it or
any Allstate Affiliate is affiliated.

     E.   SERVICE TO OTHER CLIENTS. Each Allstate Affiliate acknowledges that
ALLSTATE INVESTMENTS may perform services for clients other than the Allstate
Affiliates that are similar to the services to be performed pursuant to this
Agreement, and that ALLSTATE INVESTMENTS is free to do so provided that its
services pursuant to this Agreement are not in any way impaired. Each Allstate
Affiliate agrees that ALLSTATE INVESTMENTS may provide investment advice to any
of its other clients that may differ from advice given to such Allstate
Affiliate, or take action with respect to assets owned by it or its other
clients that may differ from the action taken with respect to any Account and/or
assets held therein, so long as ALLSTATE INVESTMENTS, to the extent reasonable
and practicable, allocates investment opportunities to each Account on a fair
and equitable basis relative to ALLSTATE INVESTMENTS' other clients. It is
understood that ALLSTATE INVESTMENTS shall have no obligation to purchase or
sell, or to recommend for purchase or sale for any Account, any security that
ALLSTATE INVESTMENTS, its affiliates, employees or agents may purchase or sell
for its or their own accounts or for the account of any other client, if, in the
opinion of ALLSTATE INVESTMENTS, such transaction or investment appears
unsuitable, impractical or undesirable for such Account. It is agreed that
ALLSTATE INVESTMENTS may use any supplemental investment research obtained for
the benefit of an Allstate Affiliate in providing investment advice to its other
clients or its own accounts. Conversely, such supplemental information obtained
by the placement of business for ALLSTATE INVESTMENTS or other entities advised
by ALLSTATE INVESTMENTS will be considered by and may be useful to ALLSTATE
INVESTMENTS in carrying out its

                                        2
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obligations to each Allstate Affiliate.

     F.   ALLOCATION OF TRADES. It is acknowledged that securities held by an
Allstate Affiliate may also be held by separate investment accounts or other
funds for which ALLSTATE INVESTMENTS may act as a manager. If purchases or sales
of securities for an Allstate Affiliate or other entities for which ALLSTATE
INVESTMENTS acts as investment manager arise for consideration at or about the
same time, each such Allstate Affiliate agrees that ALLSTATE INVESTMENTS may
make transactions in such securities, insofar as feasible, for the respective
entities in a manner deemed equitable to all. To the extent that transactions on
behalf of more than one client of ALLSTATE INVESTMENTS during the same period
may increase the demand for securities being purchased or the supply of
securities being sold, each Allstate Affiliate recognizes that there may be an
adverse effect on price.

     It is agreed that, on occasions when ALLSTATE INVESTMENTS deems the
purchase or sale of a security to be in the best interests of an Allstate
Affiliate as well as other accounts or companies, it may, to the extent
permitted by applicable laws and regulations, but will not be obligated to,
aggregate the securities to be so sold or purchased for such Allstate Affiliate
with those to be sold or purchased for other accounts or companies in order to
obtain favorable execution and lower brokerage commissions. In that event,
allocation of the securities purchased or sold, as well as the expenses incurred
in the transaction, will be made by ALLSTATE INVESTMENTS in the manner it
considers to be most equitable and consistent with its obligations to such
Allstate Affiliate and to such other accounts or companies. Each Allstate
Affiliate recognizes that in some cases this procedure may adversely affect the
size of the position obtainable for such Allstate Affiliate.

     G.   CONTRACTS; AUTHORIZED SIGNATORIES. ALLSTATE INVESTMENTS shall have the
full power, right and authority, as each Allstate Affiliate's agent, in
accordance with this Agreement and the Investment Guidelines, to negotiate,
apply for, enter into, execute, deliver, amend, modify and/or terminate legal
documents of every kind and nature relating to or required by the investment of
the assets of each Account. All such documents may be entered into in an
Allstate Affiliate's name or in ALLSTATE INVESTMENTS' name (as agent for such
Allstate Affiliate), as ALLSTATE INVESTMENTS shall determine, and all such
documents shall be legally binding on such Allstate Affiliate. Those certain
employees and officers of ALLSTATE INVESTMENTS who are authorized to execute
transactions and sign documentation pursuant to the Policies and Procedures
adopted pursuant to authorization of the ALLSTATE INVESTMENTS' Board of
Directors, as they may be amended from time to time, shall also be authorized to
the same extent to execute transactions and sign documentation on behalf of any
Allstate Affiliate and/or ALLSTATE INVESTMENTS in connection with transactions
entered into on behalf of the assets of any Account pursuant to this Agreement.

     H.   COMPLIANCE WITH LEGAL REQUIREMENTS. ALLSTATE INVESTMENTS

                                        3
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shall make all reasonable efforts to comply with and cause to be complied with
all applicable laws, rules, and regulations of the each Allstate Affiliate's
domicile, and any federal, state or municipal authority governing this
Agreement, the services rendered hereunder, each Account and the assets held
therein. Without limiting the foregoing, ALLSTATE INVESTMENTS shall comply with
all securities laws and other laws applicable to the services provided under
this Agreement.

     I.   TRANSACTION PROCEDURES. The assets of each Account are or will be held
in custody by the bank custodian(s) appointed by each Allstate Affiliate from
time to time. ALLSTATE INVESTMENTS shall not act as custodian for the assets of
any Account and shall not, under any circumstances, have or be deemed to have
ownership, custody or physical control of any of the assets of any Account.
ALLSTATE INVESTMENTS may, however, issue instructions to, and communicate with,
the bank custodian for each Account as may be necessary and appropriate in
connection with provision of its services pursuant to this Agreement. At the
option of ALLSTATE INVESTMENTS, instructions by ALLSTATE INVESTMENTS to the bank
custodian may be made orally or by computer, electronic instruction systems or
telecommunications terminals. ALLSTATE INVESTMENTS will confirm that the bank
custodian has effected such instructions either by access to the bank's
computerized identification system or by telephonic confirmation. The bank
custodian will confirm with ALLSTATE INVESTMENTS receipt of trade instructions
orally or by computer for the Account. ALLSTATE INVESTMENTS will instruct all
brokers, dealers and counterparties executing orders on behalf of the assets of
an Account to forward to ALLSTATE INVESTMENTS copies of all confirmations.

     J.   RECORDKEEPING. ALLSTATE INVESTMENTS shall keep and maintain an
accurate and detailed accounting of each transaction concerning the assets of
each Account and of all receipts, disbursements, and other transactions relating
to the purchase and sale transactions arising hereunder. ALLSTATE INVESTMENTS
agrees to preserve such records for the greater of (i) six years; (ii) the
required period pursuant to the insurance laws of an Allstate Affiliate's
domicile and related regulations; or (iii) such other time period that an
Allstate Affiliate may from time to time request. ALLSTATE INVESTMENTS
acknowledges that all such records shall be the property of each Allstate
Affiliate and shall be made available, within five (5) business days of receipt
of a written request, to an Allstate Affiliate, its accountants, auditors or
other representatives of the Allstate Affiliate for inspection and/or copying
(at such Allstate Affiliate's expense) during regular business hours. In
addition, ALLSTATE INVESTMENTS shall provide any materials, reasonably related
to the investment advisory services provided hereunder, as may be reasonably
requested in writing by the directors or officers of an Allstate Affiliate, or
as may be required by any governmental agency with jurisdiction hereunder.

     ALLSTATE INVESTMENTS further agrees to prepare and furnish to each Allstate
Affiliate and to other persons designated by such Allstate Affiliate, at such
regular intervals and other times as may be specified by such Allstate Affiliate
from time to time (i) such balance sheets, income and expense statements and
other financial

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statements and reports, and (ii) such other statements, reports and information,
in each case regarding the assets of its Account as such Allstate Affiliate
shall from time to time reasonably require.

     In the event of termination of this Agreement for any reason, all such
records or copies thereof shall be returned promptly to the respective Allstate
Affiliate, free from any claim or retention of rights by ALLSTATE INVESTMENTS.