<Page>

                                                                    EXHIBIT 10.1

                                     FORM OF
               AMENDED AND RESTATED SERVICE AND EXPENSE AGREEMENT

                                      AMONG

                           ALLSTATE INSURANCE COMPANY
                                       AND
                            THE ALLSTATE CORPORATION
                                       AND
                               CERTAIN AFFILIATES

This Amended and Restated Service and Expense Agreement (this "Agreement") made
and effective as of the 1st day of January 2004, among ALLSTATE INSURANCE
COMPANY, an Illinois insurance company ("Allstate"), THE ALLSTATE CORPORATION, a
Delaware corporation ("Allcorp"), and those affiliates of Allstate whose
signatures appear below (together with Allcorp, individually, an "Affiliate" and
collectively, the "Affiliates").

                                   WITNESSETH:

WHEREAS, Allstate entered into a Service and Expense Agreement, dated as of
January 1, 1999, with Allcorp and certain of its insurance company affiliates
and another Service and Expense Agreement, dated as of January 1, 2000, with
certain of its non-insurance affiliates, pursuant to which Allstate provided
certain services and facilities (collectively, the "Original Agreements");

WHEREAS, the parties amended the Original Agreements on January 1, 2002 (the
"Amended Agreements") and with the establishment of Allstate Investments, LLC,
terminated the provision of investment management services by Allstate;

WHEREAS, the parties desire to consolidate and further amend the Amended
Agreements to include provision by the Affiliates of certain services and
facilities to Allstate and to other Affiliates from time to time, subject to the
terms and conditions hereinafter set forth, and to provide for possible future
alternative methods of costing for facilities and services provided pursuant to
this Agreement; and

WHEREAS, the parties desire to restate the Amended Agreements as amended.

NOW, THEREFORE, it is agreed as follows:

1.   Allstate shall furnish or cause to be furnished, at cost and in the same
     manner as such services and facilities are furnished to its other
     affiliates, those categories of facilities and services listed on
     Schedule A, including marketing, claims, underwriting and

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     policyholder services. Additional specifications regarding these services
     and facilities, and the basis upon which costs to be charged for these
     services and facilities are determined: (a) with respect to an Affiliate
     that is a property and casualty insurer, are listed on Exhibit A; (b) with
     respect to an Affiliate that is a life insurer, are listed on Exhibit B;
     and (c) with respect to an Affiliate that is a non-insurance company, in
     accordance with Generally Accepted Accounting Principles. The relevant
     parties may from time to time agree that only certain of the listed
     services and facilities will be provided by the Providing Party (as defined
     below).

     Services shall be performed in the name of and on behalf of an Affiliate
     and in a manner intended to assure the separate operating identity of the
     Affiliate. By way of example and without limiting the foregoing, (i) all
     forms utilized in connection with an Affiliate's business and all
     correspondence with holders of insurance policies or annuity contracts
     (collectively, "policies") shall bear its name and contain its address;
     (ii) all communications with policyholders shall be in such Affiliate's
     name; and (iii) all bank accounts into which such Affiliate's funds are
     deposited or from which its funds are withdrawn shall be such Affiliate's
     accounts, except that premiums collected on behalf of an Affiliate may be
     held by Allstate in a fiduciary capacity and transferred to such Affiliate
     as soon as practicable subsequent to collection, but in any event within
     two (2) business days.

     Services shall be provided in accord with all applicable state and federal
     legal and regulatory requirements, including those relating to privacy of
     customer information.

     The performance of any party under this Agreement with respect to the
     business and operations of an Affiliate shall at all times be subject to
     the direction and control of the Board of Directors of each such Affiliate.
     To the extent required by applicable regulation, such services with respect
     to any Affiliate shall be performed under guidelines and procedures
     established by that Affiliate. All service providers must comply with all
     licensing provisions applicable to any Affiliate for which they are
     providing services under this Agreement.

2.   Each Affiliate may furnish or cause to be furnished to Allstate or to any
     other Affiliate, at cost, the services and facilities listed in Schedule A
     attached hereto or such other facilities and services as the parties may
     from time to time agree in writing. Any supplemental agreement whereby any
     Affiliate provides services to or receives services from another Affiliate
     shall be subject to review where required under applicable insurance law.

3.   Costs are defined as the actual costs and expenses incurred by the party
     providing the services (each, a "Providing Party") which are attributable
     to the services and facilities provided under this Agreement, such as:
     salaries and benefits; space rental; overhead expenses which may include
     items such as electricity, heat, and water; building maintenance services;
     furniture and other office equipment; supplies and special equipment such
     as reference libraries, electronic data processing equipment and the like.

                                        2
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4.   Charges for the above services and facilities shall be determined by
     Allstate in accordance with the general provisions contained in Exhibits A
     through D. Exhibits A and B are based upon NAIC expense classification and
     allocation guidelines. In the event such guidelines are amended, Exhibits A
     and B shall be deemed amended to conform thereto. Allstate's Corporate
     Controller's Department will exercise reasonable judgment in appropriately
     revising these Exhibits, maintain proper documentation for revisions and
     communicate changes in allocation requirements to each party receiving
     services (each, a "Receiving Party") in a timely manner. Exhibit C provides
     a narrative overview of the expense management process and Exhibit D
     provides certain definitions used throughout. Cost bases shall be reviewed
     and adjusted on a prospective basis not less than annually to reflect the
     actual costs incurred.

5.   The amount charged to a Receiving Party shall not exceed the cost to the
     Providing Party with respect to providing such service or facility.
     Notwithstanding this provision or any other provision contained in this
     Agreement to the contrary, subject to obtaining any required regulatory
     approvals, the parties may agree in writing that one or more specific
     services or facilities may be provided on a basis other than cost. Each
     Providing Party will exercise reasonable judgment in periodically reviewing
     the expenses incurred and the percentage thereof allocated to each
     Receiving Party. Any Receiving Party may request a review of such expenses
     and their allocation and such review will occur promptly thereafter. Any
     basis other than cost that is utilized shall be intended to reasonably
     relate to the cost of the services or facilities involved.

6.   A Providing Party will charge each Receiving Party for all the services and
     facilities provided pursuant to this Agreement via the monthly expense
     allocation process, and payments will be through the monthly intercompany
     settlement process. This process will be completed by Allstate personnel in
     the most timely and effective method available.

7.   The Providing Parties will maintain such records as may be required
     relating to the accounting system of Allstate and the Affiliates. The
     Affiliates understand and accept the financial records generated by this
     system, which utilizes the concepts detailed in the addenda attached to
     Exhibits A and B, respectively.

     All Affiliate records shall be maintained in accordance with applicable
     insurance laws and accepted industry standards. Allstate shall maintain
     processes to provide backup records that will be available in the event the
     underlying records are destroyed in a natural or manmade catastrophe or
     disaster.

     In the event and to the extent that the books and records of an Affiliate
     are maintained hereunder in an electronic format, the following
     requirements shall apply. A computer terminal that is linked to the
     electronic system that generates the electronic records that constitute
     such Affiliate's books of account as they relate to the business covered by
     this Agreement, shall be kept and maintained at such Affiliate's principal

                                        3
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     office. During all normal business hours, there shall be ready availability
     and easy access through such terminal (either directly by personnel of such
     Affiliate's domestic insurance regulator or indirectly with the aid of such
     Affiliate's employees) to the electronic media used to maintain the records
     comprising such Affiliate's books of account hereunder. The electronic
     records shall be in a readable form. The Providing Parties shall maintain
     format integrity and compatibility of the electronic records that
     constitute an Affiliate's books of account hereunder. If the electronic
     system that created such records is to be replaced by a system with which
     the records would be incompatible, the Providing Parties shall convert such
     pre-existing records to a format that is compatible with the new system.
     The Providing Parties shall maintain acceptable backup of the records
     constituting an Affiliate's books of account hereunder.

8.   Upon reasonable notice, and during normal business hours, any Receiving
     Party shall be entitled to, at its own expense, inspect records that
     pertain to the computation of charges for the facilities or services
     provided pursuant to this Agreement. The Providing Parties shall at all
     times maintain correct and complete books, records and accounts of all
     services and facilities furnished pursuant to this Agreement. Each
     Receiving Party shall have unconditional right of ownership of any records
     prepared on its behalf under this Agreement. The records maintained by a
     Providing Party in connection with services provided to an Affiliate under
     this Agreement shall be subject to inspection and review by such
     Affiliate's domestic insurance regulator.

9.   Any employee of a Providing Party who is performing duties hereunder at all
     times during the term of this Agreement shall be under the supervision and
     control of such Providing Party and shall not be deemed an employee of any
     Receiving Party.

10.  The scope of, and the manner in which, a Providing Party provides
     facilities and services to a Receiving Party shall be reviewed periodically
     by the parties involved in each transaction under this Agreement. All
     services and facilities shall be of good quality and suitable for the
     purpose for which they are intended.

11.  No party shall assign its obligations or rights under this Agreement
     without the written consent of the other parties and any required
     regulatory approvals. Allstate may terminate this Agreement in its
     entirety, and an 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 an Affiliate, this
     Agreement shall terminate immediately with respect to such Affiliate. Under
     no circumstances will the initial term of this Amended and Restated
     Agreement exceed five (5) years from its effective date.

12.  All communications provided for hereunder shall be in writing, and if to an
     insurance company Affiliate, mailed or delivered to such Affiliate at its
     office at the address listed in such Affiliate's Statutory Annual Statement
     Blank, Attention: Secretary, or if to Allstate or Allcorp, mailed or
     delivered to its office at 3075 Sanders Road,

                                        4
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     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.

13.  This Agreement together with such amendments and supplements as may from
     time to time be executed in writing by the parties in accordance with
     applicable insurance law, constitutes the entire agreement and
     understanding between the parties in respect of the transactions
     contemplated hereby and supercedes any other agreements arrangements or
     understandings between the parties relating to the subject matter hereof.
     Those service and administrative services agreements between and among any
     parties to this Agreement that are listed on Exhibit E are terminated as of
     the effective date of this Amended and Restated Agreement.

14.  Any unresolved dispute or difference between the parties arising out of or
     relating to this Agreement, or the breach thereof, shall be settled by
     arbitration in accordance with the Commercial Arbitration Rules of the
     American Arbitration Association and the Expedited Procedures thereof. The
     award rendered by the Arbitrator shall be final and binding upon the
     parties, and judgment upon the award rendered by the Arbitrator may be
     entered in any Court having jurisdiction thereof.

15.  This Agreement may be executed by the parties hereto in any number of
     counterparts, and by each of the parties hereto in separate counterparts,
     each of which counterparts, when so executed and delivered, shall be deemed
     to be an original, but all such counterparts shall together constitute but
     one and the same instrument.

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


                                       THE ALLSTATE CORPORATION

                                       By:
                                           -------------------------

                                       [Various Allstate Affiliates]

                                        5
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                                                                      SCHEDULE A

Each of the attached supporting schedules depicts examples of services to be
provided, and are not intended by the parties to be all-inclusive.

<Table>
<Caption>
DESCRIPTION OF SERVICE                                                   SCHEDULE
---------------------------------------------------------------------  ------------
<S>                                                                             <C>
Finance Shared Services                                                         A-1

Technical Shared Service - Information Technologies and Field Support           A-2

Human Resource Shared Services                                                  A-3

Law and Regulation                                                              A-4

Corporate Relations                                                             A-5

Marketing and Research/Planning Center                                          A-6

Print Communication Center                                                      A-7

Real Estate & Construction / Facilities                                         A-8
</Table>

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                                  Schedule A-1
                             Finance Shared Services

PROVIDER SERVICES

-  ACCOUNTING: Provide actual monthly, quarterly and annual financial results.
   Specific services include producing financial statements and consulting on
   account coding, reporting, accounting research, shared service
   administration, expense allocation administration accounting governance and
   policies, and maintenance of any required central accounting computer system.

-  AUDITING: Perform internal audits, which meet Generally Accepted Auditing
   Standards (GAAS) at intervals deemed necessary by Allstate.

-  CLAIM RESERVES: Provide risk management services including exposure analysis,
   risk retention and risk financing.

-  FINANCE AND PLANNING: Provide services related to the segment of Allstate's
   annual operating plan, long-term strategic plan and capital management
   allocation.

-  FINANCE INNOVATION: Provide reporting and analysis templates and database
   support.

-  GENERAL: Provide financial administrative services to ensure compliance with
   Service Provider's corporate policies

-  PURCHASING: Provide services related for graphic arts and printing for
   internal and external communications.

-  TAX: Comply with Federal and State tax filing requirements along with any tax
   research needed.

-  TREASURY: Provide cash management services, including the pass through of all
   fees associated with setting up and maintaining bank accounts.

-  PROCUREMENT: Strategic sourcing and the procuring of commodities inclusive of
   contract negotiation.

                                       17
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                                  Schedule A-2
                            Technical Shared Service

PROVIDER SERVICES

Services are divided into two categories: Information Technologies and Field
Support, and include but are not limited to:

     INFORMATION TECHNOLOGIES:

-  Build and maintain systems necessary to process Affiliate's business.

-  Support of online networks and end-user/desktop applications.

-  Technical architecture design to include application development and end-user
   equipment via Technology Asset Management.

-  Enterprise office tools, software licenses, maintenance, upgrades, Microsoft
   Office and client software packages.

-  Telecommunications support for business applications to include equipment
   sourcing and voice-mail solutions.

-  Database production support and development for mainframe and distributed
   applications.

-  Enterprise Help Center for end-user problem resolution, equipment repair,
   system password resets.

     FIELD SUPPORT

-  Process and pay invoices, expense accounts, and related bills.

-  Maintain necessary bank accounts. This would include, but would not be
   limited to, a depository account, refund account and investment accounts.

-  Deposit and balance remittance from Affiliate's clients. Process payments
   against client balances in the billing database.

-  Pay and track non-computer related fixed asset transactions.

-  Utilize the SAP general ledger system for financial recording.

-  Perform movement of funds from depository accounts to investment accounts as
   needed via wire transfers or other means.

                                       18
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-  System production, job scheduling and runs including technical support.

-  Data processing support including data storage, data communication solutions,
   and network availability.

                                       19
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                                  Schedule A-3
                         Human Resource Shared Services

PROVIDER SERVICES

-  Disburse compensation, distribute pay stubs and paychecks, remit payroll
   taxes, calculate and remit to vendors benefit contributions
   (employer/employee), mail W-2's, provide lines of expense details and create
   new company pay system. These services will be delivered to client within
   agreed upon timeframes, and will meet the client's quality requirements.

-  Design compensation and incentive structure, provide support services for
   salary planning, incentive plan and pay communications. Provide Affiliate
   with current market research/data to structure the most cost effective and
   competitive compensation plan.

-  Provide technical interview with employees to determine skills and tasks
   necessary to a particular job function. This work will be used to create job
   descriptions in order to obtain market data to determine competitive salary
   structures.

-  Coordinate participation in technical job fairs to attract qualified
   individuals, deliver new employee orientation, coordinate internship
   programs, provide sources of qualified candidates for technical recruiter and
   intern openings, and provide seven days of training to technical recruiters.

-  Provide timely coaching and guidance on human resource related issues at
   Affiliate's request. Accurately assess the appropriate Center of Excellence
   within the human resource organization to assist in all problem resolutions.

-  Provide Affiliate with the most competitive benefits package for all
   employees. Conduct annual election to provide all employees with the option
   of changing benefit coverages.

-  Provide all employees with required services for any payroll or benefit
   inquiries or processing.

-  Provide Affiliate with up to date professional education programs and
   research. Provide access to just-in-time training.

-  Provide Affiliate with accurate and timely payroll stubs, checks and tax
   remittances.

                                       20
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                                  Schedule A-4
                                 Legal Services

PROVIDER SERVICES

-  The Law and Regulation Department will provide legal advice, assist in the
   completion of business transactions, implement compliance programs, assist
   with dispute resolution and provide public advocacy for Affiliate.

-  Provide for legal advice, assist in the completion of business transactions,
   assist with dispute resolution and provide for public advocacy.

-  All legal services will be performed in a manner that is in compliance with
   all applicable laws, regulations and Codes of Professional Responsibility.

                                       21
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                                  Schedule A-5
                               Corporate Relations

PROVIDER SERVICES

Support and implement communication strategies.

-  Development of communication packages, scripts, and presentations.

-  Sourcing and coordination of meetings with internal and external customers.

-  Media preparation for external use.

-  Coordination of production and recognition and/or special events as
   requested.

                                       22
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                                  Schedule A-6
                    Marketing, Advertising, and Distribution

PROVIDER SERVICES

-  Provide market research, perform database analysis to identify target
   customers and utilize focus groups to determine customer preferences.

-  Support and implement marketing strategies.

-  Development of marketing strategies, coordination of print and/or media
   requirements.

-  Sourcing of marketing vendors.

-  Coordination of media/print advertising.

-  Assist in the development and implementation of distribution policy and
   practices, and provide other marketing and distribution support services.

-  Upon request of a life insurance Affiliate, Allstate shall assist such life
   insurance Affiliate in preparation of marketing material, assist in the
   recruitment, supervision, and product training of agents, assist in the
   development and implementation of distribution policy and practices, and
   provide other marketing and distribution support services. However, all
   decisions regarding the approval of marketing material and the acceptance,
   appointment or termination of agents shall be made by any such life insurance
   Affiliate.

                                       23
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                                  Schedule A-7
                       Allstate Print Communication Center
                          Customer Document Processing

PROVIDER SERVICES

Provide print services for document processing to include: quick print, web and
sheet-fed print and "laser print stuff mail".

-  Provide programming support and consulting along with complete print project
   management.

-  Provide for storage and retention of documents and/or equipment.

                                       24
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                                  Schedule A-8
                     Real Estate & Construction / Facilities

                                Provider Services

-    Real Estate Portfolio Management.

-    Capital improvement management and construction.

-    Engineering standards.

-    Building / Facility compliance to local and governmental codes.

-    Support of employee moves and relocation.

-    Housekeeping and Security

-    All other facilities necessary for the conduct of the business.

                                       25
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                                                                       EXHIBIT A

           INTERCOMPANY SERVICE AND EXPENSE ALLOCATION SUMMARY MATRIX
          ALLSTATE INSURANCE COMPANY AND PROPERTY & CASUALTY AFFILIATES

<Table>
<Caption>
EXPENSE LINE ITEM                                                                        BASIS OF EXPENSE
PER U&I EXHIBIT*                   EXPENSE CLASSIFICATION DESCRIPTION**                   ALLOCATION***
---------------------  -------------------------------------------------------------  ----------------------
<S>                    <C>                                                            <C>
1.   Claim             Investigation and adjustment of policy claims for direct,      No allocation -
     adjustment        reinsurance assumed and ceded business.  The more              direct charge to
     services          significant expenses and fees related to: (1) all outside      company
                       costs associated with independent adjusters, (2) lawyers for
                       legal services in the defense, trial, or appeal of suits,
                       (3) general court costs, (4) medical testimony, (5) expert
                       and lay witnesses, (6) medical examinations for the purpose
                       of trial and resolution of liability and (7) miscellaneous
                       (appraisals, surveys, detective reports, audits, character
                       reports, etc.).

2.   Commission and    All payments, reimbursements and allowances (on direct and     No allocation -
     brokerage         reinsurance assumed and ceded business) to managers, agents,   direct charge to
                       brokers, solicitors or other producer types.                   company based on
                                                                                      agent contract
</Table>

----------
*    Expense classifications per the statutory Underwriting and Investment
     Exhibit, Part 3, Expenses. Parties to the Agreement use these twenty-one
     classifications to record their operating expenses incurred. As described
     in Exhibit C, expenses for these classifications are also spread to three
     distinct functional expense groups: loss adjustment, other underwriting and
     investment.

**   This description provides only a synopsis of the types of expenses for each
     classification. Parties to the Agreement will utilize the NAIC Property &
     Casualty Annual Statement Instructions Appendix in expense handling.

***  Before consideration of any applicable reinsurance agreement.

                                       26
<Page>

<Table>
<Caption>
EXPENSE LINE ITEM                                                                        BASIS OF EXPENSE
PER U&I EXHIBIT*                   EXPENSE CLASSIFICATION DESCRIPTION**                   ALLOCATION***
---------------------  -------------------------------------------------------------  ----------------------
<S>                    <C>                                                            <C>
4.   Advertising       Typical expenses would include services of: (1) advertising    Direct charge by
                       agents, (2) public relations counsel, (3) advertisements in    company where known.
                       newspapers, periodicals, billboards, pamphlets and             Allocated items
                       literature issued for advertising or promotional purposes,     handled as follows:
                       (4) related paper and printing charges for advertising         See Exhibit A
                       purposes, (5) radio broadcasts, (6) prospect and mailing       Appendix at B; C 1; D
                       lists, (7) signs and medals for agents and (8) television      1 and E 1 for
                       commercials and production.                                    explanation of
                                                                                      allocation by type of
                                                                                      office

5.   Boards, bureaus   Various dues, assessments, fees and charges for items such     No allocation -
     and associations  as: (1) underwriting boards, rating organizations,             direct charge to
                       statistical agencies, inspection and audit bureaus, (2)        company
                       underwriters' advisory and service organizations, (3)
                       accident and loss prevention organizations, (4) claim
                       organizations, (5) underwriting syndicates, pools and
                       associations, assigned risk plans.

6.   Surveys and       Costs to support the business including: (1) survey,           See Exhibit A
     underwriting      credit, moral hazard, character reports for underwriting,      Appendix at B; D 1;
     reports           (2) appraisals for underwriting, (3) fire records, (4)         and E 1 for
                       inspection and engineering billed specifically, (5) medical    explanation of
                       examiner services relating to underwriting.                    allocation by type of
                                                                                      office

7.   Audit of          Auditing fees and expenses of independent auditors for         No allocation -
     assureds'         auditing payroll and other premium bases.                      direct charge to
     records                                                                          company

8.   Salary and        Salaries, bonus, overtime, contingent compensation, and        See Exhibit A
     related items     other compensation of employees.  This would include           Appendix at A; B; C
                       commission and brokerage to employees when the activities      1, 2; D 1, 2, 3, 4; E
                       for which the commission is paid are a part of their duties    2, 5; and F 1, 2, 3,
                       as employees.                                                  4 for explanation by
                                                                                      type of office
</Table>

                                       27
<Page>

<Table>
<Caption>
EXPENSE LINE ITEM                                                                        BASIS OF EXPENSE
PER U&I EXHIBIT*                   EXPENSE CLASSIFICATION DESCRIPTION**                   ALLOCATION***
---------------------  -------------------------------------------------------------  ----------------------
<S>                    <C>                                                            <C>
9.   Employee          This category includes a variety of pension and insurance      See Exhibit A
     relations and     benefits for employees, as well as some miscellaneous          Appendix at A; B; C
     welfare           expenditures.  The first area entails: (1) cost of             1, 2; D 1, 2, 3, 4; E
                       retirement insurance, pensions or other retirement             2, 5; and F 1, 2, 3,
                       allowances and funds irrevocably devoted to the payment of     4 for explanation by
                       pensions or other employees' benefits, and (2) accident,       type of office
                       health and hospitalization insurance, group life insurance
                       and workers' compensation insurance.  The miscellaneous
                       category may include the following items (1) training and
                       welfare; (2) physical exams for employees or candidates; (3)
                       gatherings, outings and entertainment; (4) education; and
                       (5) donations to or on behalf of employees.

10.  Insurance         Costs of insurance for employee/agent fidelity or surety       See Exhibit A
                       bonds, public liability, burglary and robbery, automobiles     Appendix at D 1; E 1;
                       and office contents.                                           and F 1, 2, 3, 4 for
                                                                                      explanation by type
                                                                                      of office

11.  Directors fees    Amounts relate to fees and other compensation paid to          Direct charge to
                       directors for attending Board or committee meetings.           company

12.  Travel and        Major expense subcategories include: (1) transportation,       See Exhibit A
     travel items      hotel, meals, telephone and other related costs associated     Appendix at A; B; C
                       for employees traveling, (2) expense for transfer of           1, 2; D 1, 2, 3, 4; E
                       employees, (3) automobile rental and license plates,           2, 5; and F 1, 2, 3,
                       depreciation, repairs and other operating costs of             4 for explanation by
                       automobiles (4) transportation, hotel and                      type of office
                       meals/entertainment of guests, (5) dues and subscriptions to
                       accounting, legal, actuarial or similar societies and
                       associations.

14.  Equipment         Rent and repair of furniture and equipment, include the        See Exhibit A
                       related depreciation charges.                                  Appendix at A; B; C
                                                                                      1, 2; D 1, 2, 3, 4; E
                                                                                      1, 2, 3, 4; and F 1,
                                                                                      2, 3, 4
</Table>

                                       28
<Page>

<Table>
<Caption>
EXPENSE LINE ITEM                                                                        BASIS OF EXPENSE
PER U&I EXHIBIT*                   EXPENSE CLASSIFICATION DESCRIPTION**                   ALLOCATION***
---------------------  -------------------------------------------------------------  ----------------------
<S>                    <C>                                                            <C>
15.  Cost or           Rent and repair of processing equipment and non-operating      Charged to
     depreciation of   systems electronic data software, including the related        companies. See
     EDP equipment     depreciation and amortization.                                 Exhibit A, Appendix
     and software                                                                     at A; B; C2; D1, 2,
                                                                                      3, 4

16.  Printing and      Generally, printing, stationery and office supplies (paper     See Exhibit A
     stationery        stock, printed forms and manuals, Photostat copies, pens and   Appendix at A; B; C
                       pencils, etc.).  Also included would be policies and policy    1, 2; D 1, 2, 3, 4; E
                       forms, in-house employee publications, books, newspapers and   2, 5; and F 1, 2, 3, 4
                       periodicals including, tax and legal publications and
                       services.

17.  Postage,          All express, freight and cartage expenses, postage, and        See Exhibit A
     telephone, etc.   telephone.                                                     Appendix at A; B; C
                                                                                      1, 2; D 1, 2, 3, 4; E
                                                                                      2, 5; and F 1, 2, 3, 4

18.  Legal & auditing  Legal fees and retainers excluding loss and salvage related,   See Exhibit A
                       auditing fees of independent auditors for examining records,   Appendix at A; D 2,
                       services of tax experts and counsel, custodian fees, notary    3, 4; E 2; and F 1, 2
                       and trustees' fees.

20.  Taxes, licenses   Several categories comprise this expense classification:       No allocation -
     and fees          (1) state and local insurance taxes; (2) Insurance             direct charge to
                       Department licenses and fees; (3) payroll taxes; and (4) all   company
                       other, excluding real estate and federal income.  Taxes,
                       licenses and fees based on premiums and payments to state
                       industrial commissions for administration of workers'
                       compensation or other state benefit acts would be in the
                       first classification.  Expenses relating to the Insurance
                       Department would include agents' licenses, filing fees,
                       certificates of authority and fees and expenses of
                       examination.  Payroll related expenses normally include old
                       age benefit and unemployment insurance taxes.  More
                       significant expenses in the all other section would be
                       financial statement publication fees, legally mandated
                       advertising and personal property and state income taxes.
</Table>

                                       29
<Page>

<Table>
<Caption>
EXPENSE LINE ITEM                                                                        BASIS OF EXPENSE
PER U&I EXHIBIT*                   EXPENSE CLASSIFICATION DESCRIPTION**                   ALLOCATION***
---------------------  -------------------------------------------------------------  ----------------------
<S>                    <C>                                                            <C>
21.  Real estate       Salaries, wages and other compensation of maintenance          Direct charges by
     expenses          workers in connection with owned real estate.  Other expense   company are based on
                       items assigned to this category may also include expenses      square footage.
                       associated with: operations; maintenance and insurance.
                                                                                      Allocated expenses
                                                                                      handled per Exhibit A
                                                                                      Appendix at A; B; C
                                                                                      1, 2; D 1, 2, 3, 4; E
                                                                                      1, 2, 3, 4; and F 1,
                                                                                      2, 3, 4

22.  Real estate       Taxes, licenses and fees on owned real estate.                 Direct charges by
     taxes                                                                            company are based on
                                                                                      square footage.

                                                                                      Allocated expenses
                                                                                      handled per Exhibit A
                                                                                      Appendix at A; B; C
                                                                                      1, 2; D 1, 2, 3, 4; E
                                                                                      1, 2, 3, 4; and F 1,
                                                                                      2, 3, 4

24.  Aggregate         Items for which no pre-printed statutory line exists.          Cost Management will
     write-ins for     Description/title shown in Part 3 will vary based on need.     develop the most
     miscellaneous                                                                    appropriate
     expenses                                                                         allocation basis and
                                                                                      maintain documentation
</Table>

                                       30
<Page>

<Table>
<Caption>
EXPENSE LINE ITEM                                                                        BASIS OF EXPENSE
PER U&I EXHIBIT*                   EXPENSE CLASSIFICATION DESCRIPTION**                   ALLOCATION***
---------------------  -------------------------------------------------------------  ----------------------
<S>                    <C>                                                            <C>
6.5  Collection and    Collection charges on checks and drafts and charges for
     bank service      checking accounts and money orders.
     charges
</Table>

NOTE: Expense classification for lines 3 and 23 are not applicable for the
Allstate Group.

                                       31
<Page>

                                                           APPENDIX TO EXHIBIT A

           INTERCOMPANY SERVICE AND EXPENSE ALLOCATION SUMMARY MATRIX
                    ALLSTATE INSURANCE COMPANY AND AFFILIATES

A.  Offices 001 (Corporate Home Office), 191 (Ivantage Product), 195 (Technology
    Support/Appservice), 198 (Broker Dealer), 200 (Procurement Governance), 201
    Allstate Investments, LLC), 203 (Research Center Shared Services), 204
    (Human Resources Shared Service), 205 (Corporate Relations Shared Services),
    206 (Technical Shared Services), 207 (Law and Regulation Shared Services),
    208 (Finance Shared Services) 209 (Market Brand Development), 211 (Facility
    Services), 212 (Real Estate & Construction), and 304 (Litigation Services)
    factors are based on Service Agreements. These Agreements are written
    documents detailing services and associated costs performed by the provider
    for the benefit of the recipient and are generated and approved through
    extensive discussions between service providers and service recipients.

B.  Support Centers, Data Centers, and Output Processing Centers (OPC) factors
    are based on Stat Policies in Force, Statistical Data and Time and Effort
    studies that roll-up to the Support Center/Data Center/OPC.

C.  P&C Head Office (Office 032) factors are based on:

    1.    Compensation
    2.    Time and effort studies
    3.    Statistical data

D.  Regional Office factors are based on the following methodologies:

    1.    Compensation
    2.    Time and effort studies
    3.    System capacity studies
    4.    Statistical data

E.  Regional Commercial Centers factors are based on the following
    methodologies:

    1.    Compensation
    2.    Time and effort studies
    3.    System capacity studies
    4.    Statistical data

F.  Claim Service Areas factors are based on the following:

                                       33
<Page>

    1.    Headcount (Property vs. Auto)
    2.    Notice counts
    3.    Incurred loss
    4.    Claim legal matter counts
    5.    Statistical data

                                       34
<Page>

                                                                       EXHIBIT B

           INTERCOMPANY SERVICE AND EXPENSE ALLOCATION SUMMARY MATRIX
               ALLSTATE LIFE INSURANCE COMPANY AND LIFE AFFILIATES

<Table>
<Caption>
EXPENSE LINE ITEM
PER GENERAL                                                                              BASIS OF EXPENSE
EXPENSE EXHIBIT 2*                 EXPENSE CLASSIFICATION DESCRIPTION**                   ALLOCATION***
--------------------   ------------------------------------------------------------   ----------------------
<S>                    <C>                                                            <C>
1.   Rent              Rent for all premises occupied by the company, including any   Direct charges by
                       adequate rent for occupancy of its own buildings, in whole     company are based on
                       or in part, except to the extent that allocation to other      square footage.
                       expense classifications on a functional basis is permitted     Allocated expenses
                       and used.                                                      are handled per
                                                                                      Exhibit B Appendix at
                                                                                      A; B 1, 2; C 1, 2 and
                                                                                      D 1, 2

2.   Salaries and      Salaries and wages, bonuses and incentive compensation to      Agents' compensation
     wages             employees, overtime payments, continuation of salary during    is a direct charge to
                       temporary short-term absences, dismissal allowances,           company. The
                       payments to employees while in training and other              remaining expenses in
                       compensation to employees not specifically designated          this category are
                       herein, except to the extent that allocation to their          allocated per Exhibit
                       expense classifications is permitted and used.                 B Appendix at A; B 1,
                                                                                      2; C 1, 2; and D 1, 2

                       Contributions by company for pension and total permanent       See Exhibit B
                       disability benefits, life insurance benefits, accident,        Appendix at A; B 1,
                       health, hospitalization, medical, surgical, or other           2; C 1, 2; and
</Table>

----------
*    Expense classifications per Statutory Exhibits 2 & 3. Parties to the
     Agreement use these classifications to record their operating expenses
     incurred. This expense data is also captured by four distinct functional
     expense groups: life, accident and health, all other lines of business and
     investment.

**   These descriptions were written using the NAIC Life Annual Statement
     Instructions. Refer to this publication for a complete breakdown of the
     expenses included in each line item.

***  Before consideration of any applicable reinsurance agreement.

                                       35
<Page>

<Table>
<S>                    <C>                                                            <C>
3.11 Contributions     temporary disability benefits under a self-administered or     D 1, 2
     for benefit       trusteed plan or for the purchase of annuity or insurance
     plans for         contracts. Appropriation of any other assignment of funds by
     employees         company in connection with any benefit plan of the types
                       enumerated herein.

3.12 Contributions     Contributions by company for pension and total permanent       See Exhibit B
     for benefit       disability benefits, life insurance benefits, accident,        Appendix at C 1, 2;
     plans for agents  health, hospitalization, medical, surgical, or other           and D 1, 2
                       temporary disability benefits under a self-administered or
                       trusteed plan or for the purchase of annuity or insurance
                       contracts. Appropriation of any other assignment of funds by
                       company in connection with any benefit plan of the types
                       enumerated herein.

3.21 Payments to       Payments by company under a program for pension and total      No allocation -
     employees under   and permanent disability benefits, death benefits, accident,   direct charge to
     non- funded       health, hospitalization, medical, surgical or other            company
     benefit plans     temporary disability benefits where no contribution or
                       appropriation is made prior to the payment of the benefit.

3.22 Payments to       Payments by company under a program for pension and total      No allocation -
     agents under      and permanent disability benefits, death benefits, accident,   direct charge to
     non-funded        health, hospitalization, medical, surgical or other            company
     benefit plans     temporary disability benefits where no contribution or
                       appropriation is made prior to the payment of the benefit.

3.31 Other employee    The net periodic postretirement benefit cost, meals to         Agents' compensation
     welfare           employees, contribution to employee associations or clubs,     is a direct charge to
                       dental examinations, medical dispensary or convalescent home   company. The
                       expenses for employees.                                        remaining expenses in
                                                                                      this category are
                                                                                      allocated per Exhibit
                                                                                      B Appendix at A; B 1,
                                                                                      2; C 1, 2; and D 1, 2
</Table>

                                       36
<Page>

<Table>
<Caption>
EXPENSE LINE ITEM
PER GENERAL                                                                              BASIS OF EXPENSE
EXPENSE EXHIBIT*                   EXPENSE CLASSIFICATION DESCRIPTION**                   ALLOCATION***
--------------------   ------------------------------------------------------------   ----------------------
<S>                    <C>                                                            <C>
3.32 Other agent       The net periodic postretirement benefit cost, meals to         Agents' compensation
     welfare           employees, contribution to employee associations or clubs,     is a direct charge to
                       dental examinations, medical dispensary or convalescent home   company. The
                       expenses for agents.                                           remaining expenses in
                                                                                      this category are
                                                                                      allocated per Exhibit
                                                                                      B Appendix at C 1, 2;
                                                                                      and D 1, 2

4.1  Legal fees and    Court costs, penalties and all fees or retainers for legal     No allocation -
     expenses          services or expenses in connection with matters before         direct charge to
                       administrative or legislative bodies.                          company

4.2  Medical           Fees to medical examiners in connection with new business      See Exhibit B
     examination fees  reinstatements, policy changes and applications for            Appendix at D 1, 2
                       employment.

4.3  Inspection        Fee for inspection reports in connection with new business,    See Exhibit B
     report fees       reinstatements, policy changes and applications for            Appendix at D 1, 2; C
                       employment. Cost of services furnished by the Medical
                       Information Bureau.

4.4  Fees of public    Include expenses relating to this category except exclude      See Exhibit B
     accountants and   examination fees made by State Departments and internal        Appendix at A; B 1,
     consulting        audits by company employees.                                   2; C 1, 2; and D 1, 2
     actuaries

4.6  Expense of        Payment to other than employees of fees and expenses for the   See Exhibit B
     investigation     investigation, litigation and settlement of policy claims.     Appendix at D 1, 2
     and settlement
     of policy claims
</Table>

                                       37
<Page>

<Table>
<Caption>
EXPENSE LINE ITEM
PER GENERAL                                                                              BASIS OF EXPENSE
EXPENSE EXHIBIT*                   EXPENSE CLASSIFICATION DESCRIPTION**                   ALLOCATION***
--------------------   ------------------------------------------------------------   ----------------------
<S>                    <C>                                                            <C>
5.1  Traveling         Traveling expense of officers, other employees, directors      See Exhibit B
     expenses          and agents, including hotel, meals, telephone, telegraph and   Appendix at A; B 1,
                       postage charges incurred while traveling. Also include         2; C 1, 2; and D 1, 2
                       amounts allowed employees for use of their own cars on
                       company business and the cost of, or depreciation on, and
                       maintenance and running expenses of company-owned
                       automobiles.

5.2  Advertising       Newspaper, magazine and trade journal advertising for the      See Exhibit B
                       purpose of solicitation and conservation of business.          Appendix At A, B 1,
                       Billboard, sign and telephone directory, television, radio     2; C 1; and D 1, 2
                       broadcasting and motion picture advertising, excluding
                       subjects dealing wholly with health and welfare. All
                       canvassing or other literature, such as pamphlets,
                       circulars, leaflets, policy illustration forms and other
                       sales aids, printed material, etc., prepared for
                       distribution to the public by agents or through the mail for
                       the purposes of solicitation and conservation of business.
                       All calendars, blotters, wallets, advertising novelties,
                       etc., for distribution to the public. Printing, paper stock,
                       etc. in connection with advertising. Prospect and mailing
                       lists when used for advertising purposes. Fees and expenses
                       of advertising agencies related to advertising.

5.3  Postage,          Freight and cartage, cables, radiograms and teletype. Also     See Exhibit B
     express,          charges for use, installation and maintenance of related       Appendix at A; B 1,
     telegraph and     equipment if not included elsewhere.                           2; C 1, 2; and D 1, 2
     telephone

5.4  Printing and      Policy forms, riders, supplementary contracts, applications,   See Exhibit B
     stationery        etc., rate books, instruction manuals, punch-cards, house      Appendix at A; B 1,
                       organs, and all other printed material which is not required   2; C 1, 2; and D 1, 2
                       to be included in any other expense classification. Office
                       supplies and pamphlets on health, welfare and education
                       subjects. Also include annual reports to policyholders and
                       stockholders if not included in Line 5.2.

5.5  Cost or           The cost or depreciation of office machines except for such    See Exhibit B
     depreciation of   charges as may be reported in Line 5.3.                        Appendix at A; B 1,
     furniture and                                                                    2; C 1, 2; and D 1, 2
     equipment
</Table>

                                       38
<Page>

<Table>
<Caption>
EXPENSE LINE ITEM
PER GENERAL                                                                              BASIS OF EXPENSE
EXPENSE EXHIBIT*                   EXPENSE CLASSIFICATION DESCRIPTION**                   ALLOCATION***
--------------------   ------------------------------------------------------------   ----------------------
<S>                    <C>                                                            <C>
5.6  Rental of         Rental of office machines except for such charges as may be    See Exhibit B
     equipment         reported in Line 5.3.                                          Appendix at A; B 1,
                                                                                      2; C 1, 2; and D 1, 2

5.7  Cost or           Include cost, depreciation and amortization for EDP            Charged to Companies
     depreciation of   equipment and operating and non-operating systems software.    See Exhibit B at A;
     EDP equipment                                                                    B; C
     and software

6.1  Books and         Books, newspapers, periodicals, etc., including investment     See Exhibit B
     periodicals       tax and legal publications and information services, and       Appendix at A; B 1,
                       including all such material for company's law department and   2; C 1, 2; and D 1, 2
                       libraries.

6.2  Bureau and        All dues and assessments of organizations of which the         No allocation -
     association fees  company is a member. All dues for employees' and agents'       direct charge to
                       memberships on the company's behalf.                           company

6.3  Insurance,        Premiums for Workers' Compensation, burglary, holdup,          See Exhibit B
     except on real    forgery and the public liability insurance, fidelity or        Appendix at A; B 1,
     estate            surety bonds, insurance on contents of company-occupied        2; C 1, 2; and D 1, 2
                       buildings and all other insurance or bonds not included
                       elsewhere.

6.4  Miscellaneous     Uncollectible losses due to deficiencies, defalcations,        Primarily a direct
     losses            robbery, or forgery, except those offset by bonding            charge to company.
                       companies' payments. Also include Worker's Compensation        Remaining expenses
                       benefits not covered by insurance and other uninsured losses   are allocated per
                       not included elsewhere.                                        Exhibit B Appendix at
                                                                                      A; and D 1, 2

6.5  Collection and    Collection charges on checks and drafts and charges for        See Exhibit B
     bank service      checking accounts and money orders.                            Appendix at A; and D
     charges                                                                          1, 2

6.6  Sundry general    Direct expense of local agency meetings, luncheons and         See Exhibit B
     expenses          dinners, tabulating service rendered by outside                Appendix at A; B 1,
                       organizations, gifts and donations. Any portion of             2; C 1, 2; and D 1, 2
                       commissions and expense allowances on reinsurance assumed
                       for group business which represents specific reimbursement
                       of expenses. Reimbursement to another insurer for expense of
                       jointly underwritten group contracts.
</Table>

                                       39
<Page>

<Table>
<Caption>
EXPENSE LINE ITEM
PER GENERAL                                                                              BASIS OF EXPENSE
EXPENSE EXHIBIT*                   EXPENSE CLASSIFICATION DESCRIPTION**                   ALLOCATION***
--------------------   ------------------------------------------------------------   ----------------------
<S>                    <C>                                                            <C>
6.7  Group service     Administration fees, service fees, or any other form of        See Exhibit B
     and               allowance, reimbursement of expenses, or compensation (other   Appendix at D 1, 2;
     administration    than commissions) to agents, brokers, applicants,              and B
     fees              policyholders or third parties in connection with the
                       solicitation, sale, issuance, service and administration of
                       group business.

6.8  Reimbursements    Report as a negative amount administrative fees, direct        No allocation -
     by uninsured      reimbursement of expenses, or other similar receipts or        direct charge to
     accident and      credits attributable to uninsured accident and health plans    company
     health plans      and the uninsured portion of partially insured accident and
                       health plans.

7.1  Agency expense    All bona fide allowance for agency expense, but not            No allocation -
     allowance         allowances constituting additional compensation.               direct charge to
                                                                                      company

7.2  Agents'           Agents' balances charged off less any amounts recovered        No allocation -
     balances          during the year.                                               direct charge to
     charged off                                                                      company

7.3  Agency            Cost of banquets and rental of meeting rooms. Expenses of      Primary dollars are a
     conferences       all persons traveling to conferences and their expenses at     direct charge to
     other than        conferences.                                                   company. The
     local meetings                                                                   remaining expenses in
                                                                                      this category are
                                                                                      allocated per Exhibit
                                                                                      B Appendix at C 1;
                                                                                      and D 1

9.1  Real estate       The cost of repairs, maintenance, service, and operation of    Direct charges by
     expenses          all real estate properties including insurance whether         company are based on
                       occupied by the company or not; salaries and other             square footage.
                       compensation of managing agents and their employees;           Allocated expenses
                       expenses incurred in connection with rental of such            are handled per
                       properties; legal fees specifically associated with real       Exhibit B Appendix at
                       estate transactions other than sale; rent, salaries and        A; B 1, 2; C 1, 2;
                       wages, and other direct expenses of any branch of Home         and D 1, 2
                       Office until engaged solely in real estate work (not real
                       estate and mortgages combined).
</Table>

                                       40
<Page>

<Table>
<Caption>
EXPENSE LINE ITEM
PER GENERAL                                                                              BASIS OF EXPENSE
EXPENSE EXHIBIT*                   EXPENSE CLASSIFICATION DESCRIPTION**                   ALLOCATION***
--------------------   ------------------------------------------------------------   ----------------------
<S>                    <C>                                                            <C>
9.2  Investment        Only items for which no specific provisions has been made      See Exhibit B
     expenses not      elsewhere, e.g., contributions or assessments for              Appendix at A; and D
     included          bondholders' protective committees, fees of investment         1, 2
     elsewhere         counsel, custodian and trustee fees.

9.3  Aggregate         Items for which no pre-printed statutory line exists.          Cost Management will
     write-ins for     Description title shown in Exhibit 2 will vary based on need.  develop the most
     expenses                                                                         appropriate
                                                                                      allocation basis and
                                                                                      maintain documentation
</Table>

                                       41
<Page>

<Table>
<Caption>
EXPENSE LINE ITEM
PER TAXES,
LICENSES AND FEES                                                                        BASIS OF EXPENSE
EXHIBIT 3*                         EXPENSE CLASSIFICATION DESCRIPTION**                   ALLOCATION***
--------------------   ------------------------------------------------------------   ----------------------
<S>                    <C>                                                            <C>
1.   Real estate       Those taxes directly assessed against property owned by the    Direct charges by
     taxes             company. Canadian and other foreign taxes should be included   company are based on
                       appropriately.                                                 square footage.
                                                                                      Allocated expenses
                                                                                      are handled per
                                                                                      Exhibit B Appendix at
                                                                                      A; B 1, 2; C 1, 2;
                                                                                      and D 1, 2

2.   State insurance   Assessments to defray operating expenses of any state          No allocation -
     department        insurance department. Canadian and other foreign taxes         direct charge to
     licenses and      should be included appropriately. Fees for examinations by     company
     fees              state departments.

3.   State taxes on    State taxes based on policy reserves, if in lieu of premium    No allocation -
     premiums          taxes. Canadian and other foreign taxes should be included     direct charge to
                       appropriately. Any portion of commissions or allowances on     company
                       reinsurance assumed for group business which represents
                       specific reimbursement of premium taxes. Deduct any portion
                       of commissions or allowances on reinsurance ceded for group
                       business which represents specific reimbursement of premium
                       taxes.

4.   Other state       Assessments of state industrial or other boards for            No allocation -
     taxes             operating expenses or for benefits to sick unemployed          direct charge to
                       persons in connection with disability benefit laws or          company
                       similar taxes levied by states. Canadian and other foreign
                       taxes are to be included appropriately. Advertising required
                       by law, regulation or ruling, except in connection with
                       investments. State sales taxes, if company does not exercise
                       option of including such taxes with the cost of goods and
                       services purchased. State income taxes.

5.   U.S. Social       Company's contribution is based on the current tax rate,       See Exhibit B
     Security taxes    which is applied to all wages, salary or compensation          Appendix at A; B 1,
                       entered on the employees earning record and federal            2; C 1, 2; and D 1, 2
                       unemployment tax.
</Table>

                                       42
<Page>

<Table>
<S>                    <C>                                                            <C>
6.   All other taxes   Guaranty fund assessments and taxes of Canada or of any        No allocation -
                       other foreign country not specifically provided for            direct charge to
                       elsewhere. Sales taxes, other than state sales taxes,          company
                       if company does not exercise option of including such
                       taxes with the cost of goods and services purchased.

</Table>

                                       43
<Page>

                                                           APPENDIX TO EXHIBIT B

           INTERCOMPANY SERVICE AND EXPENSE ALLOCATION SUMMARY MATRIX
               ALLSTATE LIFE INSURANCE COMPANY AND LIFE AFFILIATES

A.  Office 001, 191, 195,198, 200, 201, 203, 204, 205, 206, 207, 208, 209, 211,
    212, and 304 factors to Allstate or Affiliate are based on this Agreement.
    Once expenses are charged to Allstate or Affiliate, a second and third tier
    of allocation occurs, which allocates expenses to Life Profit Centers.

B.  P&C Head Office (Office 032) allocations to the Life Company and Affiliates
    are based on:

    1.  Compensation
    2.  Time and effort studies
    3.  Statistical data

C.  Regional Office allocations to the Life Company and Affiliates are based on:

    1.  Compensation
    2.  Time and effort/usage studies
    3.  System capacity studies
    4.  Statistical Data

D.  Life Parent Company allocations to Life Affiliates are based on:

    1.  Expenses are direct coded to the appropriate company.
    2.  Determination of how expense is to be allocated to profit center is
        based on time studies, project activity, required capital, invested
        assets and statistical data.

                                       44
<Page>

                                                                       EXHIBIT C

                            EXPENSE PROCESS OVERVIEW
                            ALLSTATE INSURANCE GROUP

For purposes of operational analysis and financial reporting, functional expense
groups are made up of three primary categories: (1) Loss adjustment expenses,
(2) Other underwriting expenses; and (3) Investment expenses. A more detailed
description of expense items, which comprise these categories, is provided in
Exhibits A and B. These exhibits are the framework for reporting expenses
required by the NAIC. The expense categories, in turn, flow into the financial
records based on the following cost allocation methods: a direct charge basis;
an allocated or shared basis; or in accordance with the terms of one or several
reinsurance agreements. The combined expense process ultimately provides for
financial records that reflect the financial performance of the business.

On a day-to-day basis, expenses are incurred directly by companies within the
Allstate Group. The expenses are charted numerically by account. Formalized
procedures are used in order to ensure that the expenses are accurately recorded
and allocated to the appropriate office, company, cost center and cost element.
Allocations are also provided for various support costs, which include: company,
cost center and general ledger account (cost element) level with the objective
of providing for an accurate means of tracking expenses.

A brief description of each of the three expense categories follows:

-   Loss adjustment expenses are various costs associated with the claim
    handling process. These costs, which comprise all aspects of the claims
    handling function, include: the adjustment, factual investigation, defense
    and record keeping functions. Salaries of claim personnel and allocated
    executive salaries, as well as other basic costs associated with the claim
    function (accounting, data processing, rent, utilities, etc.) are grouped in
    this category. Generally, these expenses may be either direct charged,
    allocated, or flow to an entity by means of a separate reinsurance
    agreement.

-   Other underwriting expenses include acquisition, general expenses, taxes,
    licenses and fees. The larger piece, acquisition expenses, is comprised of
    agent commissions, various expenses related to underwriting (motor vehicle
    reports, home inspections, etc.), salaries, marketing and other allocations
    of expenses which support the production of new and renewal business.
    General expenses are typically administrative in nature and do not fit
    cleanly in any other expense grouping. Taxes, licenses and fees pertain to:
    taxes (income and franchise) and licenses fees levied by state and local
    government; insurance department expenses; and guaranty fund assessments.
    These expense categories are charged to an entity in any of the same three
    methods shown above for Loss adjustment expenses.

                                       45
<Page>

-   Investment expenses for research, purchase and sale activities, safekeeping,
    accounting and data support are the bulk of expenses in this bucket.
    Generally, these expenses will flow to an entity by direct charges to an
    entity or on an allocated basis.

The mechanism for recording expenses can occur by means of one of the following
three methods:

-   DIRECT CHARGES - This method is used where the expenses are unique to the
    company incurring them. These types of expenses are not allocated to another
    Allstate Company due to their unique relationship to the company incurring
    them. Expense payments are classified to the responsible company through an
    accounting coding expense system involving charge company, cost center, and
    cost element (See Exhibits A and B for more detail). By way of example:
    agents' commissions, taxes, licenses and fees, and bad debt expense are
    company specific, and therefore, coded directly to the appropriate company.

-   ALLOCATIONS

    THE EXPENSE ALLOCATION PROCESS CAN BE DIVIDED INTO 3 SUBCATEGORIES:

1.  OFFICE - The objective of this phase of the allocation process is to
    properly transfer various support costs performed by one organization to
    another organization that they directly relate to. The basic justification
    for this cost transfer is efficiency gain, which is mutually beneficial to
    both parties. Certain processes are centrally performed on behalf of a
    number of entities, then allocated to the office/company being supported.
    Routine expenses of this nature often include support activities from the
    following functional areas: Accounting; Systems; Investments; Corporate
    Relations; Law and Regulation; and Human Resources. These costs cannot be
    directly expensed. It is necessary to provide for an appropriate method of
    allocation. An example of this method of allocation would relate to the
    accounting treatment of costs and expenses attributable to Allstate's
    Internal Audit Department (IAD). As part of the Allstate Corporate Home
    Office structure, IAD salaries and related expenses are allocated to other
    Affiliates companies and/or offices (i.e. data and profit centers) based on
    time and effort studies. The terms for this allocation are delineated in a
    separate agreement between the parties which is referred to as a Shared
    Service Agreement (SSA). The SSA is a vehicle which allows the parties to
    agree in advance on certain essential terms and conditions which include: a
    description of the services to be provided; the period covered; costs and
    standards. The SSA concept can be used to transfer expenses between Brands
    (e.g., Allstate, Ivantage, Indemnity, Life), between Shared Services (e.g.,
    Finance, Investments, Human Resources, Technical) or between a Brand and
    Shared Service.

    The Accounting Department database is programmed to perform the allocation
    process on a monthly basis. The process begins with the extraction of direct
    costs for each office, company, cost center and general ledger account.
    Varying premium and claim statistics (e.g., policies in force, claim counts)
    as well as other common factors (e.g., number of employees, number of
    retirees) are then entered into the program.

                                       46
<Page>

    The resulting data provides the bases, or allocation drivers, for
    transferring expenses from an office/cost center /general ledger account
    level of detail to other charge offices/cost centers /general ledger
    accounts. Detail records are generated in order to provide the source and
    recipient of the allocated expenses.

    A separate process has been initiated in order to periodically review the
    accuracy of the factors or drivers of the allocations. The accuracy of
    service provider time and effort studies may be taken into account (i.e.
    projected v. actual). Other factors that may be considered include an
    inventory of activities and customers in order to ensure that allocations
    are accurate. Intensive discussions and management agreement between the
    provider and customer are also an integral part of the process. Flexibility
    in the overall allocation process must routinely occur to provide for
    changes in the business activities or organizational structure.

2.  COMPANY - This step in the expense allocation process is similar the office
    expense allocation process described above in that allocations are charged
    to other affiliates. For instance, both Allstate Insurance Company and
    Allstate Life Insurance Company incur expenses on a direct basis for
    themselves and on behalf of their affiliates. A portion of these expenses
    may be transferred to the affiliated companies, as appropriate. Fixed
    factors are normally based on internal time and effort studies, agents'
    compensation, or statistical criteria such as gross policies issued or claim
    notice counts.

3.  UNIFORM ACCOUNTING TRANSFER (UAT) - The next step in the process is to
    reclassify all of the general office expenses addressed in the direct
    charges and expense allocation (office and company) sections above, having
    been recorded on a management basis, to their required statutory expense
    classifications. The use of a consistent basis for reporting expenses, as
    dictated by the NAIC, allows the Regulators to better compare various
    insurance companies' operations. On the property/casualty side, broad
    expense categories and detail breakouts are required for both the Expense
    Exhibit in the annual Statutory Statement as well as the Supplemental
    Expense Filing, which is contained in the Insurance Expense Exhibit. For
    Life companies, the General Expense and the Taxes, Licenses and Fees
    Exhibits from the annual Statutory Statement have distinct expense
    categories. A synopsis of these required expense categories, along with a
    description of each expense category and the basis of allocation presently
    used by Allstate is contained in Exhibit A and appendix (Property & Casualty
    affiliates) and Exhibit B and appendix (Life Company affiliates).

    In order to provide for accurate summarization and reporting, each general
    ledger account (cost element) included in the Chart of Accounts is assigned
    a statutory expense classification. Loss adjustment, other underwriting and
    investment expenses are the broad classifications that UAT applies to. By
    way of example, a systems function, whether relating to claims, sales, or
    investments, is initially classified as a general office expense on a
    management basis. Based on the UAT process, these expenses are reclassified
    for statutory reporting purposes to loss adjustment, other underwriting or
    investments. Taxes, licenses and fees, although included in the other
    underwriting expense category, are not used in the UAT calculation process.
    These

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    expenses are directly charged to the appropriate statutory classification
    within company.

    REINSURANCE AGREEMENTS - Separate arrangements exist between the
    property/casualty parent, Allstate Insurance Company, and certain
    affiliates, and the life parent, Allstate Life Insurance Company, and
    certain affiliates that drive expenses. Terms and conditions relating to
    methods of expense classification are contained in each of the individual
    reinsurance agreements. Typically, the reinsurer will be liable for a pre
    determined pro-rata share of all underwriting related expenses to support
    the assumed business. However, the reinsurer is not generally liable for the
    investment expenses.

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                                                                       EXHIBIT D

                                   DEFINITIONS

The following terms shown by "process flow" and "general" categories are
commonly used in explanation of the Allstate Group's overall expense process.
Presentation of the "process flow" section follows the same hierarchical order
of our current expense processing methodology.

PROCESS FLOW

COMPANY - Identifies legal entity that expense is charged to and may be
disbursed from. Each entity who is a party to this agreement is assigned a
separate three digit company code (e.g., Allstate Insurance Company - 010,
Allstate Life Insurance Company - 030). A "charged company" is the Allstate
entity charged with the expense under review and whose Statement of Income would
be ultimately impacted.

COST CENTERS -- Describe where specific costs were incurred. Cost Centers will
be the most common object used. Cost centers are areas of organizational
responsibility in which costs are incurred and planned. Identifies
administrative grouping within an office and duties as well as the manager
responsible. Regional Office Departments include: Underwriting; Sales; Human
Resources; and Claims. Each Regional Office is assigned a distinct four digit
number.

COST ELEMENTS -- They describe what specific costs have occurred. They are used
to plan and incur direct expenses for cost objects representing a unique item or
category of expense to the company.

INTERNAL ORDERS -- A short-term cost collector used to collect, identify and
allocate costs associated with a process, event or activity.

OFFICE -- Typically, office codes identify high level responsibility for the
expenses charged. Office level configuration (by type or geographical location)
is a key building block in the accumulation of Allstate's expenses. This data is
used in preparing the various expense analyses/reports prepared. A "charged
office" is the office within an Allstate entity charged with the expense under
review. The decision regarding which office to charge with an expense is based
on Statement of Income impact analysis. Offices may include various high level
types, such as Profit Centers (Midwest Regional Office - 002), Data Centers
(Atlantic - 136), Shared Services (Human Resources - 204), and Home Offices
(Corporate Home Office - 001, PP&C Head Office - 032). Each Office is designated
by a three-digit code.

PROFIT CENTER -- Aligns expense to a distribution channel, geographic location
and product grouping (i.e. Denver Region, Colorado, Standard Auto).

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GENERAL

ASSESSMENTS/ALLOCATED EXPENSES - which, are incurred by one Allstate Company or
office and charged, or allocated, to other companies or offices on the basis of
mutual benefit. Examples of the types of allocated expenses include: Loss
Adjustment, Other Underwriting and Investment Expenses. These expenses include
allocations in Cost Centers from Cost Elements to Secondary Cost Elements and
are described in Exhibit C. Criteria for cost allocation "drivers" are based on
the implementation of management objectives. The assessments can use all three
methods of allocations: Field Percentage; Fixed Amount; and Variable Portions,
which contain Statistical Key Figures. Additional information is included in the
Exhibits and Appendixes attached. Allocation drivers agreed to by Management are
used to allocate expenses, and these are described in detail in the various
exhibits and appendixes.

REINSURANCE AGREEMENT - An agreement between two parties where one insurer
spreads its risk (premium, loss and expense) of losses with other insurers.

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                                                                       EXHIBIT E

                              TERMINATED AGREEMENTS

Addendum to Service and Expense Agreement between Allstate Insurance Company and
Allstate North American Insurance Company effective August 27, 2001.

Administrative Service Agreement between Lincoln Benefit Life Company and ALFS,
Inc. (f/k/a Allstate Life Financial Services, Inc.) effective December 1, 1998.

Administrative Services Agreement between Allstate Insurance Company and
Intramerica Life Insurance Company effective July 1, 1999.

Administrative Services Agreement between Allstate Life Insurance Company and
AFD, Inc. effective January 1, 2000.

Administrative Services Agreement between Allstate Life Insurance Company and
ALFS, Inc. (f/k/a Allstate Life Financial Services, Inc.) effective May 1, 1999.

Administrative Services Agreement between Allstate Life Insurance Company and
Lincoln Benefit Life Company effective February 1, 1998.

Administrative Services Agreement between Allstate Life Insurance Company and
Allstate Distributors, L.L.C. effective May 1, 1999.

Amended and Restated Service and Expense Agreement between Allstate Insurance
Company and certain of its affiliated insurance companies effective April 29,
2003 to include Encompass Insurance Company of New Jersey.

Business Operations and Service Agreement between Allstate Life Insurance
Company of New York and Allstate Life Insurance Company effective October 1,
1997.

Cost Sharing Agreement between American Heritage Life Insurance Company and
Keystone State Life Insurance Company effective October 1, 1998.

Expense Allocation Agreement between Allstate Life Insurance Company of New York
and Intramerica Life Insurance Company effective July 1, 1999.

Service Agreement between Allstate Insurance Company and Allstate Life Insurance
Company of New York executed February 27, 1990 and effective July 1, 1989.

Service Agreement between Allstate Life Insurance Company and Allstate Life
Insurance Company of New York executed February 27, 1990 and effective July 1,
1989.

Service Agreement between Allstate Life Insurance Company and Surety Life
Insurance Company effective January 1, 1995.

Service Agreement between Lincoln Benefit Life Company and Allstate Life
Insurance Company effective July 16, 1984.

Service and Expense Agreement among Allstate Insurance Company and certain of
its affiliated insurance companies, effective January 1, 1999, except with
respect to Glenbrook Life and Annuity Company, Columbia Universal Life Insurance
Company and LSA Asset Management LLC.

Service and Expense Agreement between Allstate Insurance Company and Certain of
its Non-Insurance Company Affiliates effective January 1, 2000.

Service and Expense Agreement between Surety Life Insurance Company and Lincoln
Benefit Life Company effective August 10, 1994.

Administrative Services Agreement between Allstate Life Insurance Company of
New York and American Heritage Life Insurance Company.

Administrative Services Agreement between Allstate Life Insurance Company of
New York and Allstate Distributors, L.L.C.

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