**Exhibit 10.2**

 

**Amendment to the Selling Agreement between**

**Allstate Life Insurance Company, ALFS, Inc., and**

**Allstate Financial Services, L.L.C. effective July 26, 1999**

 

This Amendment shall modifyyour Selling Agreement (“Agreement”) with Allstate Life Insurance Company(“Allstate Life”) and Allstate Financial Services, L.L.C. (“AFS”) as set forthbelow and in the attached Schedule A.

 

The attached Schedule A shallreplace any previous Schedule A for the same product or; shall be an additionto the current Schedule A if the product was not part of your Selling Agreementprior to the effective date of this Amendment.

 

The acceptance of anapplication for this product, on or after the effective date of this Amendment,is subject to the rules of Allstate Life and AFS and the provisions of yourAgreement.  By submission of an AllstateLife application, acceptance of commissions, and/or request for change of Agentof record and/or transfer of servicing to another firm in accordance with theAgreement, you agree to be bound by the provisions of this Amendment.

 

Effective date:   September 28, 2001

 
| By:                              | /s/ John  Hunter                 |   | /s/ Lisa A.  Burnell |   |
|----------------------------------|----------------------------------|--------|----------------------|--------|
|                             |                             |
|                             |                             |
| John Hunter                      | Lisa A.  Burnell                 |
| Vice  President                  | Assistant  Vice President and    |
| Allstate  Life Insurance Company |    Compliance  Officer |
|                             | ALFS, Inc.                       |

 

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**SCHEDULE A**

**SCHEDULE OF COMMISSIONS**

 

Subject to terms and conditionsof the Selling Agreement, Associated Insurance Agency shall be compensated forVA Contracts issued according to the following chart (based upon the optionselected in writing by each Agent or Representative):

 

**Allstate Financial Personal Retirement Manager variable Annuity**

 
| **Accumulation Phase   Upfront/Trail commissions  (% of purchase payments)** | ** **   | **Ages 0 –  80*** | ** **   | **Ages 81  – 85*** | ** **   | **Ages 86+***     | ** **   |
|------------------------------------------------------------------------------|--------------|------------------------|--------------|-------------------------|--------------|-------------------|--------------|
| ** **                                                                   | **Option A** | ** **             | **Option B** | ** **              | **Option C** | ** **        | **Option A** | ** ** | **Option B** | ** ** | **Option C** | ** ** | **Option A** | ** ** | **Option B** | ** ** | **Option C** | ** ** |
| Contract  Year 1                                                             |         | 7.50%  No trail        |         | 5.00%  No trail         |         | 2.00% 1.00% trail |         | 5.50% No trail |   | 3.75% No trail |   | 1.75% 1.00% trail |   | 3.50% No trail |   | 2.50% No trail |   | 1.50% 1.00% trail |   |
| Contract  Year 2                                                             |         | 6.00%  No trail        |         | 4.00%  No trail         |         | 2.00% 1.00% trail |         | 4.50% No trail |   | 3.00% No trail |   | 1.75% 1.00% trail |   | 3.00% No trail |   | 2.00% No trail |   | 1.50% 1.00% trail |   |
| Contract  Year 3                                                             |         | 5.00%  No trail        |         | 3.00%  No trail         |         | 2.00% 1.00% trail |         | 4.00% No trail |   | 2.25% No trail |   | 1.75% 1.00% trail |   | 2.50% No trail |   | 1.50% No trail |   | 1.50% 1.00% trail |   |
| Contract  Year 4                                                             |         | 4.00%  No trail        |         | 2.00%  1.00% trail      |         | 2.00% 1.00% trail |         | 3.00% No trail |   | 1.75% 1.00% trail |   | 1.75% 1.00% trail |   | 2.00% No trail |   | 1.50% 1.00% trail |   | 1.50% 1.00% trail |   |
| Contract  Year 5                                                             |         | 3.00%  No trail        |         | 1.75%  1.00% trail      |         | 1.75% 1.00% trail |         | 2.25% No trail |   | 1.50% 1.00% trail |   | 1.50% 1.00% trail |   | 1.50% No trail |   | 1.50% 1.00% trail |   | 1.50% 1.00% trail |   |
| Contract  Year 6                                                             |         | 2.00%  No trail        |         | 1.50%  1.00% trail      |         | 1.50% 1.00% trail |         | 1.75% No trail |   | 1.50% 1.00% trail |   | 1.50% 1.00% trail |   | 1.50% No trail |   | 1.50% 1.00% trail |   | 1.50% 1.00% trail |   |
| Contract  Year 7**+**                                                        |         | 1.00%  0.75% trail     |         | 1.00%  1.00% trail      |         | 1.00% 1.00% trail |         | 1.00% 0.75% trail |   | 1.00% 1.00% trail |   | 1.00% 1.00% trail |   | 1.00% 0.75% trail |   | 1.00% 1.00% trail |   | 1.00% 1.00% trail |   |

 

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* Age =attained age of the oldest owner (or oldest annuitant if the owner is not aliving person) at the time the purchase payment is made.

 
| **Payout Phase Trail commission  (% of contract value)** | ** **   | **All Ages** | ** **   |
|----------------------------------------------------------|--------------|--------------|--------------|
| ** **                                               | **Option A** | ** **   | **Option B** | ** ** | **Option C** | ** ** |
| Contract Year 1                                          |         | 0.00         | %            | 0.00 | % | 1.00 | % |
| Contract Year 2                                          |         | 0.00         | %            | 0.00 | % | 1.00 | % |
| Contract Year 3                                          |         | 0.00         | %            | 0.00 | % | 1.00 | % |
| Contract Year 4                                          |         | 0.00         | %            | 1.00 | % | 1.00 | % |
| Contract Year 5                                          |         | 0.00         | %            | 1.00 | % | 1.00 | % |
| Contract Year 6                                          |         | 0.00         | %            | 1.00 | % | 1.00 | % |
| Contract Year 7+                                         |         | 0.75         | %            | 1.00 | % | 1.00 | % |

 

**ACCUMULATION PHASE(the period in which the contract owner makes contributions to the annuityaccount)**

 

•                  Commissions arecalculated on a contract quarter basis and paid at the end of each calendarmonth beginning with the 15th contract month and ending when the contract isannuitized.

•                  The contractmust be in effect through the end of the calendar month for a trail commissionto be paid.

•                  Commissions arebased upon purchase payment.

 

**PAYOUT PHASE (theperiod during which an individual receives distributions from the annuityaccount)**

 

•                  Trailcommissions are based on the hypothetical commuted value (present value ofremaining annuity payments) of the annuitized plan selected. Trail commissionswill be payable on the same frequency as the annuity payments selected by theContract Owner  (i.e.Contract month, Contract quarter, etc.).

•                  If there aremultiple income streams, there will be multiple commission streams.

•                  Once payable ishalted, trail commissions will also cease.

 

CHARGEBACKS

 

•                  Upfront commissionsare subject to 100% chargeback during the 12 months following purchase payment.There are no chargebacks on trail commissions.

•                  Chargebacks areassessed on full and partial surrenders/withdrawals and early annuitizations.

•                  The chargebackwill be for amounts in excess of the free amount (the greaterof 10% of the purchase payments or 10% of the contract value at the beginningof the contract year.)

 

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