**Exhibit 10.4**

 

**Amendmentto the Selling Agreement betweenAllstate Life Insurance Company, ALFS, Inc., andAllstate 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 Allstate Life application, acceptance ofcommissions, and/or request for change of Agent of record and/or transfer ofservicing to another firm in accordance with the Agreement, you agree to bebound by the provisions of this Amendment.

 

Effective date: April 21, 2003

 

 
| 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**

**SERVICE ONLY - EFFECTIVE O4/21/2003**

 

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 thecontract owner makes contributions to the annuity account)

 

•                  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 (the period during which anindividual receive distributions from the annuity account)

 

•                  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 payout ishalted, trail commissions will also cease.

 

CHARGEBACKS

 

•                  Upfrontcommissions are subject to 100% chargeback during the 12 months followingpurchase 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 greater of 10% of thepurchase payments or 10% of the contract value at the beginning of the contractyear.)

•      If contract is surrendered during thepayout phase, the chargeback will apply to any purchase payments(s) made duringthe 12 months prior to the date of the surrender.

•      The chargeback is calculated from the dateof the last purchase payment(s) if within 12 months.

 

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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  ascribedthereto 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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