**Exhibit 10.1**

 

Amendment to the Selling Agreement

between

 

Allstate Life Insurance Company

(hereinafter “Allstate Life” or Insurer”)

 

and

 

ALFS, INC.,

Successor to Allstate Life Financial Services, Inc.

(hereinafter “ALFS”)

 

and

 

Allstate Financial Services, LLC,

Successor to LSA Securities, Inc.

(hereinafter “AFS”)

 

Itis Hereby Agreed, that the Selling Agreement effective July 26, 1999 betweenAllstate Life, ALFS, and AFS (hereinafter “Agreement”), is amended as follows:

 

1)     The agreement is hereby amended to includethe attached Paragraph 26 and Exhibit C referenced therein.

 

2)     This Amendment shall be retroactivelyeffective August 1, 1999.

 

3)     Except as amended hereby, the Agreement shallremain unchanged.

 

InWitness Hereof, the parties to the Agreement have caused this Amendment to beduly executed on the dates shown below.

 
| **Allstate  Life Insurance Company**  | **ALFS,  INC**            |
|---------------------------------------|---------------------------|
|                                  |                      |
| By:                                   | /s/  John R. Hunter       |   | By: | /s/  Lisa A. Burnell |   |
|                                  |                      |   |   |   |   |
| Title:                                | V.P.                      |   | Title: | Compliance  Officer |   |
|                                  |                      |   |   |   |   |
| Date:                                 |                      |   | Date: | 7/30/02 |   |
|                                  |                      |
| **Allstate  Financial Services, LLC** |                      |
|                                  |                      |
| Name:                                 | /S/  William D. Webb, Jr. |   |   |
|                                  |                      |   |   |
| By:                                   | William  D. Webb, Jr.     |   |   |
|                                  |                      |   |   |
| Title:                                | V.P.  Treasurer           |   |   |
|                                  |                      |   |   |
| Date:                                 | 7/15/2002                 |   |   |
|                                       |                           |  |  |  |  |  |

 

----

 

 

26.           PARTICIPATION FINANCIAL SERVICES GROUPINSURANCE TRUST

 

TheBroker-Dealer agrees to be a Participant, by its signature below on thisAgreement, in the Financial Services Group Insurance Trust and/or Allstate LifeFinancial Services Group Insurance Trust (“Trust(s)”), which is administered byAllstate Life Insurance Company. The Broker-Dealer agrees to be bound by theterms of the Participation Agreement(s) attached hereto as Exhibit C et seq.

 

----

 

Name:    Citibank,F.S.B./

IllinoisParticipation Agreement – ALIC Only

 

**EXHIBIT C**

** **

**PARTICIPATION AGREEMENT**

 

ThisParticipation Agreement is made between Allstate Life Insurance Company (hereinreferred 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 benefitsof the sort available under said Financial Services Group Insurance Trust.

 

NOWTHEREFORE, in consideration of the mutual promises herein contained, theparties hereby agree as follows:

 

1.             Subject to the approval of the InsuranceCompany, Administrator and Trustee agree to permit the Participant to become aparticipant 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 ofApril 23, 1999, for the establishment of the Trust (the “Trust Agreement”) asthe same presently appears in writing and as from time to time amended inaccordance with the provisions thereof (capitalized terms used herein withoutdefinition 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 givenin writing and delivered in writing by United States Mail, postage prepaid.Notices to the Administrator or Participant shall be sent to the addressprovided on the first page of the Selling Agreement to which this ParticipationAgreement is an Exhibit to. Any party may inform the others of a change ofaddress by written notice pursuant to this paragraph.

 

INWITNESS WHEREOF, effective as of the date of the Selling Agreement, the partieshereto have caused these presents to be executed by their respective officersas described below:

 

ACCEPTED:

 
| CITIBANK,  F.S.B.                   |                               |                                |
|-------------------------------------|------------------------------------|-------------------------------------|
| Trustee  of the Financial Services  |                               |                                |
| Group Insurance Trust               |                               |                                |
|                                |                               |                                |
| BY:                                 |  /S/   Donald L. Emerson |                                |   |   |
|                                |                               |                                |   |   |
| TITLE:                              | Trust  Officer                     |                                |   |   |
|                                |                               |                                |
| Administrator,  Financial Services  |                               | Participant,  Financial 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                   |                               | Selling Agreement                   |
|                                     |                                    |                                     |  |  |  |

 

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