<Page>

                                                                   EXHIBIT 10.40

                           LIMITED SERVICING AGREEMENT
                         ALLSTATE LIFE INSURANCE COMPANY

Agreement, made this 1st day of October 2002, by and among Allstate Life
Insurance Company ("Allstate Life"), an Illinois life insurance company;
Allstate Distributors, L.L.C. ("ADLLC"), a Delaware limited liability company;
Allstate Financial Services, LLC ("Broker-Dealer" or "BD"), a NE corporation;
and                ("Associated Insurance Agency"), a              corporation.


ALLSTATE LIFE INSURANCE COMPANY           ALLSTATE DISTRIBUTORS, L.L.C.


By:                                       By:
    ----------------------------------        ----------------------------------
Title:                                    Title:
      --------------------------------           -------------------------------

BROKER DEALER                                ASSOCIATED INSURANCE AGENCY
  Allstate Financial Services, LLC
--------------------------------------       -----------------------------------
(Name)                                       (Name)
2920 S 84th St.
--------------------------------------       -----------------------------------
(Street Address)                             (Street Address)
  Lincoln, NE 68506
--------------------------------------       -----------------------------------
(City, State, Zip)                           (City, State, Zip)

By:                                       By:
   ----------------------------------        -----------------------------------
Print Name:                               Print Name:
           --------------------------                ---------------------------
Title:                                    Title:
      -------------------------------           --------------------------------
                                          For States:
                                                     ---------------------------

WHEREAS,   Allstate  Life  issues  certain  insurance  products  and  group  and
individual insurance  contracts/policies and certificates  participating therein
(collectively,  "Contracts")  described  further in this  Agreement and attached
Schedules, some of which may be deemed securities ("Registered Contracts") under
the Securities Act of 1933 ("1935 Act"); and

WHEREAS, Allstate Life has appointed ADLLC, a broker/dealer, as the Underwriter
of the Registered Contracts; and

WHEREAS, BD is a broker/dealer engaged in the sale of securities and other
investment products; and

WHEREAS, each Associated Insurance Agency Is an insurance agent in the states
noted above; and

WHEREAS, in the event that Associated Insurance Agency and BD are the same
person, the duties, responsibilities and privileges of Associated Insurance
Agency under this Agreement shall be undertaken by BD; and

WHEREAS, Allstate Life and ADLLC propose to authorize BD and Associated
Insurance Agency to service of the Contracts;

WHEREAS, This Agreement Is limited to and solely applies to those registered
representatives of BD and agents of Associated Insurance Agency indicated on
Schedule B who have been properly appointed by Allstate Life;

NOW THEREFORE, In consideration of the premises and mutual promises contained
herein including the attached Schedule(s) and Exhibits, the parties hereto agree
as follows:

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                                   SCHEDULE B

               REPRESENTATIVES AUTORIZED TO SERVICE APPLICATIONS*
                 ON BEHALF OF THE FOLLOWING NAMED BROKER/DEALER

ENTER NAME OF BROKER/DEAFER:

<Table>
<Caption>
Representative Name           Representative Social Security No.   State to Service in
-------------------           ----------------------------------   -------------------
     <S>                            <C>                                <C>
     Glen Mitchell                  ###-##-####                        ME
     Milton Livingood               ###-##-####                        MN
     Joseph Suozzo, Jr.             ###-##-####                        NJ
     James Mins                     ###-##-####                        CA
     Dennis O' Brien                ###-##-####                        PA
     Alfred Kulig Jr.               ###-##-####                        OH
     Linda Davies                   ###-##-####                        IN
     James Parolin                  ###-##-####                        NH
     Thomas Mladonicky              ###-##-####                        OH
     Milton Scott                   ###-##-####                        PA
     James Denvir                   ###-##-####                        PA
     David Bunten                   ###-##-####                        GA
</Table>

*= cumulative or sequential

Return to:
Allstate Life Insurance Company
Attn. Broker/Dealer Contracting Manager 3100 Sanders Road
Suite N3B
Northbrook, Illinois 60062-7154 or Fax to: (847) 326-5979

<Page>

1.   SUCCESSOR ORGANIZATIONS

     a.   Allstate Life shall, in its sole discretion, have the right to appoint
          a successor broker/dealer ("successor broker/dealer) to replace ADLLC
          as Underwriter of the Registered Contracts, Upon appointment,
          successor broker/dealer shall assume all duties, responsibilities and
          privileges undertaken by ADLLC under this Agreement Allstate Life
          shall provide Witten notice of such change in appointment to BD and
          Associated Insurance Agency.

     b.   Upon written notice to ADLLC, BD shall have the right to appoint a
          successor BD to assume its duties. responsibilities and privileges
          under this Agreement. ADLLC reserves the right to reject the
          appointment of any successor BD and shall provide warren notice of
          such rejection to BD.

     c.   Upon written notice to Allstate tale, Associated insurance Agency
          shall have the right to appoint a successor Associated insurance
          Agency or additional Associated Insurance Agencies to assume its
          duties, responsibilities and privileges under this Agreement Allstate
          Life reserves the right to reject the appointment of any successor
          Associated Insurance Agency or additional Associated Insurance
          Agencies and shall provide written notice of such rejection to
          Associated Insurance Agency

2.   APPOINTMENT AND AUTHORIZATION

     ADLLC hereby authorizes BD to service sales of the Contracts that are
     described more specifically in the Commission Schedule(s) attached hereto.
     Allstate Life hereby appoints Associated insurance Agency to solicit and
     service sales of the Contra. BD and Associated Insurance Agency accept such
     appointment and authorization, and each agrees to use its best efforts to
     find purchasers of the Contracts acceptable to Allstate Life.

3.   REPRESENTATIONS

     a.   Allstate Life, ADLLC, BD and Associated Insurance Agency each
          represents to one another that it and the officers signing above have
          full power and authority to enter into this Agreement, and that this
          Agreement has been duly and validly executed by it and constitutes a
          legal, valid and binding agreement on all parties including any
          successor organizations.

     b.   ADLLC represents to BD that ADLLC (and any successor broker/dealer) is
          registered as a broker/dealer with the Securities and Exchange
          Commission (the "SEC") under the Securities Exchange Act of 1934
          ("1934 Act") and under the state securities laws of each jurisdiction
          in which such registration is required for underwriting the Contracts,
          and that it is a member of the National Association of Securities
          Dealers, Inc. (the "NASD").

     c.   BD represents to ADLLC that BD is, and at all times when performing
          its functions and fulfilling its obligations under this Agreement,
          will be, registered with the SEC as a broker/dealer under the 1934 Act
          and under the state securities laws of each jurisdiction in which such
          registration is required for the sale of the Contracts, and a member
          of the NASD. BD will notify ADLLC in writing if such registration is
          terminated or suspended, and shall take all reasonable actions to
          reinstate such registrations.

     d.   BD represents to ADLLC that BD has adopted supervisory procedures, and
          its compliance manual addresses: (i) maintenance of appropriate level
          of net capital; (ii) suitability review; (iii) misrepresentations; and
          (iv) replacements.

     e.   Associated Insurance Agency represents to ADLLC and Allstate Life that
          Associated Insurance Agency is, and at all times when performing its
          functions and fulfilling its obligations under this Agreement, will
          be, a properly licensed insurance agency in each jurisdiction in which
          such licensing is required for the sale of the Contracts.

     f.   Allstate Life represents to BD that the Registered Contracts,
          including any variable separate account(s) supporting such Registered
          Contracts, shall comply in all material respects with the registration
          and other applicable requirements of the 1933 Act and the Investment
          Company Act of 1940, and the rules and regulations thereunder,
          including the terms of any order of the SEC with respect thereto.

<Page>

     g.   Allstate Life represents to BD and Associated Insurance Agency that
          the Contracts it issues have been filed and approved by the state
          insurance departments in such jurisdictions where it is authorized to
          transact business and such filing and approval are required prior to
          the issuance of Contracts therein.

     h.   Allstate Life represents to BD that the prospectuses included in
          Allstate Life's Registration Statement for the Registered Contracts,
          and in post-effective amendments thereto, and any supplements thereto,
          as filed or to be filed with the SEC, as of their respective effective
          dates, contain or will contain in all material respects all statements
          and information which are required to be contained therein by the 1933
          Act and conform or will conform in all material respects to the
          requirements thereof.

4.   COMPLIANCE WITH REGULATORY REQUIREMENTS

     BD shall abide by all rules and regulations OF the NASD governing the sale
     of the Variable Contracts, including, but not limited to, requirements
     regarding (i) net capital; (ii) suitability review; (iii)
     misrepresentations; and (iv) replacements. BD and Associated Insurance
     Agency shall comply with all applicable state and federal laws and the
     rules and regulations of governmental or regulatory agencies affecting or
     governing the sale of the Contracts. BD and Associated Insurance Agency
     shall comply with all applicable administrative procedures of Allstate Life
     and ADLLC.

5.   LICENSING AND/OR APPOINTMENT OF REPRESENTATIVES

     a.   BD and Associated Insurance Agency are hereby specifically authorized
          to designate those registered representatives of BD, or individuals
          associated with the Associated Insurance Agency ("Agents"), proposed
          to be engaged in servicing of sales of the Contracts for appointment
          by Allstate Life as individual insurance agents. BD and Associated
          Insurance Agency shall not propose a registered representative, or
          Agent, for appointment unless such representative, or Agent, is duly
          licensed as an insurance agent in the state(s) in which it is proposed
          that such representative, or Agent, engage in solicitations and
          servicing of sales of the Contracts. BD and Associated Insurance
          Agency together shall be responsible for registered representatives,
          and Agents, compliance with applicable state insurance agent licensing
          laws.

     b.   BD and Associated Insurance Agency shall assist Allstate Life and
          ADLLC in the appointment of BD's registered representatives, and
          Agents, under applicable insurance laws, to sell the Contracts. BD and
          Associated Insurance Agency shall comply with Allstate Life
          requirements for, including the General Letter of Recommendation
          (attached as Exhibit A), in submitting licensing or appointment
          documentation for proposed registered representatives and Agents. All
          such documentation shall be submitted by BD or Associated Insurance
          Agency to Allstate Life or its designated agent licensing
          administrator.

     c.   BD and Associated Insurance Agency agree to allow Allstate Life to use
          any agent appointment information in the possession of any of Allstate
          Life's affiliates or subsidiaries to assist in appointing BD's
          registered representative and Associated Insurance Agency's Agents to
          sell the Contracts under applicable insurance laws.

     d.   Allstate Life reserves the right to refuse to appoint any such
          designated individual or, once appointed, to terminate or refuse to
          renew the appointment of any such designated individual. Only those
          registered representatives who are duly licensed as insurance agents
          and appointed by Allstate Life (herein, "Representatives") shall have
          authority to solicit and service sales of the Contracts. Only those
          Agents who are registered representatives of BD shall have authority
          to solicit and service sales of the Registered Contracts. Agents who
          are not registered representatives of BD shall be limited to selling
          and servicing those Contracts which are not Registered Contracts
          ("Fixed Contracts"). BD and Associated Insurance Agency shall notify
          ADLLC immediately in writing if any Representative appointed by
          Allstate Life ceases to be a registered representative of BD or if any
          Representative or Agent ceases to be properly licensed in any state.

<Page>

6.   SUPERVISION OF REPRESENTATIVES AND AGENTS

     a.   BD shall have full responsibility for training and supervision of all
          Representatives and all other persons associated with BD who are
          involved directly or indirectly in the offer or sale of the Registered
          Contracts, and all such persons shall be subject to the control of BD
          with respect to such persons' activities in connection with the sale
          of the Registered Contracts. Associated Insurance Agency shall have
          full responsibility for training and supervision of all Agents who are
          involved directly or indirectly in the offer or sale of the Contracts
          and for Agent's compliance with applicable state insurance laws.

     b.   Allstate Life and ADLLC shall not have responsibility for the training
          and supervision of any Representative or Agency. BD and Associated
          Insurance Agency each agree to comply with Allstate Life's statement
          in support of the concepts in the Principles and Code of Ethical
          Market Conduct of the Insurance Marketplace Standards Association (the
          "IMSA Principles and Code"), as such statement may be amended from
          time to time, and to engage in active and fair competition as
          contemplated by the IMSA Principles and Code. A copy of Allstate
          Life's current statement in support of the IMSA Principles and Code is
          attached as Exhibit B.

     c.   Before Representatives engage in the solicitation of applications for
          the Registered Contracts, BD and Associated Insurance Agency will
          cause the Representatives (1) to be registered representatives of BD;
          (2) to be licensed, registered or otherwise qualified under applicable
          federal and state laws to engage in the sale of the Contracts; (3) to
          be trained in the sale of the Contracts; and (4) to limit solicitation
          of applications for the Contracts to jurisdictions where Allstate Life
          has authorized such solicitations.

     d.   BD is specifically charted with the responsibility of supervising and
          reviewing its Representatives' use of sales literature and advertising
          and all other communications with the public in connection with the
          Contracts. With regard to Registered Contracts, no sales solicitation,
          including the delivery of supplemental sales literature or other such
          materials, shall occur, be delivered to, or used with a prospective
          purchaser unless accompanied or preceded by the appropriate then
          current prospectus(es), the then current prospectus(es) for the
          underlying funds funding any variable contracts (the "Funds") and,
          where required by state insurance law, the then current statement of
          additional information for any variable contracts.

     e.   BD shall execute any electronic or telephone orders only in accordance
          with the current prospectus applicable to the Contracts and agrees,
          that in consideration for the telephone transfer privileges, Allstate
          Life will not be liable for any loss incurred as a result of acting
          upon electronic or telephone instructions containing unauthorized,
          incorrect or incomplete information received from BD or its
          representatives.

     f.   Upon request by Allstate Life, BD and Associated Insurance Agency
          shall furnish appropriate records or other documentation to evidence
          BD's and Associated Insurance Agency's diligent supervision.

     g.   In the event a Representative or Agent performs any unauthorized
          transaction(s) with respect to a Contract(s), BD shall bear sole
          responsibility, shall notify Allstate Life and Shall act to terminate
          the sales activities of such Representative or Agent relating to the
          Contract(s).

     h.   In the event a Representative or Agent fails to meet the BD's or
          Associated Insurance Agency's rules and standards, BD or Associated
          Insurance Agency, as the case may be, shall notify Allstate Life and
          shall act to terminate the sales activities of such Representative or
          Agent relating to the Contracts.

7.   SALES PROMOTION MATERIAL AND ADVERTISING

     a.   BD, Associated Insurance Agency, Agents and Representatives, in
          connection with the offer or sale of the Contracts or solicitation of
          a payment or other transaction under a Contract, shall not give any
          information or make any representations or statements, written or
          oral, concerning the Contracts or a Fund, inconsistent with
          information or representations contained, in the case of a Registered
          Contract, in the prospectus, statement of additional information and
          registration statement for the Contracts or such Fund, or in reports
          or proxy statements thereof, or in promotional, sales or advertising
          material or other information supplied and approved in writing by
          ADLLC for such use, or in the case of Fixed Contracts, in the
          contracts or materials furnished by Allstate Life. BD, Associated
          Insurance Agency, Agents and Representatives may not modify or
          represent that they may modify any such prospectus, statement of
          additional information, registration statement, promotional, sales or
          advertising materials.

<Page>

     b.   No item of sales promotion materials or advertising relating to the
          Contracts, including any illustrations or software programs therefore,
          shall be used by BD, Associated Insurance Agency, Agents or
          Representatives unless the specific item has been provided by Allstate
          Life and ADLLC or has first been approved in writing by Allstate Life
          and ADLLC for use. Allstate Life and ADLLC reserve the right to recall
          any material provided by them at any time for any reason, and BD and
          Associated Insurance Agency shall promptly comply with any such
          request for the return of material and shall not use such material
          thereafter.

8.   PAYMENTS RECEIVED BY BD

     All premium payments (hereinafter collectively referred to as "Payments")
     are the property of Allstate Life and shall be transmitted to Allstate Life
     by BD immediately upon receipt by BD or Associated Insurance Agency or any
     Agent or Representative in accordance with the administrative procedures of
     Allstate Life, without any deduction or offset for any reason, including by
     example but not limitation any deduction or offset for compensation claimed
     by BD. CUSTOMER CHECKS SHALL BE MADE PAYABLE TO THE ORDER OF "ALLSTATE LIFE
     INSURANCE COMPANY." Allstate Life reserves the right to reject any Payment
     for any reason.

9.   COMMISSIONS PAYABLE

     a.   Commissions payable in connection with the Contracts shall be paid to
          Associated Insurance Agency according to the Commission Schedule(s)
          relating to this Agreement in effect at the time of receipt by
          Allstate Life of the payment or transaction request on which such
          commissions are based. If available, a Commission Option(s) may: (1)
          be elected by BD and Associated Insurance Agency on behalf of all of
          its Representatives or Agents or (2) may be elected by each
          Representative or Agent at the time of Application. Any election made
          and applied to a Contract may not be changed and will be in effect for
          the life of the Contract. Allstate Life and ADLLC reserve the right to
          revise the Commission Schedule(s) for new business at any time upon at
          least thirty (30) days prior written notice to BD and Associated
          Insurance Agency.

     b.   Compensation to the Representatives or Agents for Contracts solicited
          by the Representatives or Agents and issued by Allstate Life will be
          governed by agreements between BD or the Associated Insurance Agency
          and their respective Representatives or Agents and payment thereof
          will be the BD's or Associated Insurance Agency's sole responsibility.

10.  REFUND OF COMMISSIONS

     If Allstate Life is required to refund premiums or return contract values
     and waive surrender charges on any Contract for any reason, then commission
     will be adjusted with respect to said premiums or Contract set forth in the
     Commission Schedule, and any commission previously paid for said premiums
     must be refunded to Allstate Life or ADLLC. ADLLC shall have the right to
     offset any such refundable commission against amounts otherwise payable by
     ADLLC . ADLLC agrees to notify BD and Associated Insurance Agency within
     thirty (30) days after it receives notice from Allstate Life or any premium
     refund or a commission charge back.

11.  ASSOCIATED INSURANCE AGENCY

     BD and the Associated Insurance Agency represent that they are in
     compliance with the terms and conditions of no-action letters issued by the
     staff of the SEC with respect to non-registration as a broker/dealer of an
     insurance agency associated with a registered broker/dealer. BD and
     Associated Insurance Agency shall notify ADLLC immediately in writing if BD
     and/or such agency fail to comply with any such terms and conditions and
     shall take such measures as may be necessary to comply with any such terms
     and conditions. If Associated Insurance Agency is the same person as BD,
     this Paragraph 11 does not apply, and BD shall undertake all the duties,
     responsibilities and privileges under this Agreement.

12.  HOLD HARMLESS AND INDEMNIFICATION PROVISIONS

     a.   No party to this Agreement will be liable for any obligation, act or
          omission of any other party. BD and Associated Insurance Agency will
          hold harmless and indemnify Allstate Life and ADLLC, and conversely,
          Allstate Life and ADLLC will hold harmless and indemnify BD and
          Associated Insurance Agency for any loss or expense suffered as a
          result of the violation or noncompliance by the indemnifying party of
          or with any applicable law or regulation or any provision of this
          Agreement. Further, any BD violation or noncompliance by an associated
          person, as defined in Article 1 of the NASD By-Laws, would be covered
          under this provision.

<Page>

     b.   Without limiting the above paragraph, in situations when "as of"
          pricing is necessary in connection with the Contracts (and a loss is
          incurred to compensate the Contract owner for reduced Contract values)
          the party whose actions resulted in the loss will bear the costs
          according to pricing procedures established by Allstate Life.

13.  NON-ASSIGNABILITY PROVISION

     This Agreement may not be assigned by any party except by mutual consent of
     all other parties.

14.  NON-WAIVER PROVISION

     Failure of any party to terminate the Agreement for any of the causes set
     forth in this Agreement will not constitute a waiver of that party's right
     to terminate this Agreement at a later time for any of these causes.

15.  AMENDMENTS

     Except as stated in Paragraph 9, no amendment to this Agreement will be
     effective unless it is in writing and signed by all the parties hereto. In
     addition, no modification to Schedule B of this Agreement will be effective
     unless Allstate Life and ADLLC receive the modification in writing and it
     is provided using the Schedule B attached to this Agreement. Modification
     to this Agreement may cumulatively list all agents subject to this
     Agreement or a separate Schedule B may be used for each agent. All
     modifications to Schedule B are incorporated by reference into this
     Agreement.

16.  RECERTIFICATION

     BD and Associated Insurance Agency shall, on a periodic basis determined by
     Allstate Life and ADLLC, certify that they are in compliance with all terms
     and provisions of this Agreement.

17.  INDEPENDENT CONTRACTORS

     BD and its Representatives, and Associated Insurance Agency and its Agents,
     are independent contractors with respect to Allstate Life and ADLLC.

18.  NOTIFICATION OF CUSTOMER COMPLAINTS OR DISCIPLINARY PROCEEDINGS

     a.   BD and Associated Insurance Agency agree to notify ADLLC promptly of
          any verbal or written customer complaints or disciplinary proceedings
          against BD, Associated Insurance Agency or any Representatives or
          Agents relating to the Contracts or any threatened or filed
          arbitration action or civil litigation arising out of solicitation of
          the Contracts.

     b.   BD and Associated Insurance Agency shall cooperate with Allstate Life
          in investigating and responding to any customer complaint, attorney
          demand, or inquiry received from state insurance departments or other
          regulatory agencies or legislative bodies, and in any settlement or
          trial of any actions arising out of the conduct of business under this
          Agreement.

     c.   Any response by BD or Associated Insurance Agency to an individual
          customer complaint will be sent to Allstate Life and ADLLC for
          approval not less than five (5) business days prior to it being sent
          to the customer, except that if a more prompt response is required,
          the proposed response may be communicated by telephone, facsimile or
          in person.

19.  BOOKS, ACCOUNTS AND RECORDS

     a.   BD and Associated Insurance Agency agree to maintain books, accounts
          and records so as to clearly and accurately disclose the nature and
          details of transactions relating to the Contracts and to assist
          Allstate Life and ADLLC in the timely preparation of their respective
          books, accounts and records. BD and Associated Insurance Agency shall
          upon request submit such books, accounts and records to the regulatory
          and administrative bodies which have jurisdiction over Allstate Life
          or the Funds.

     b.   Each party to this Agreement shall promptly furnish to the other
          parties any reports and information which another party may request
          for the purpose of meeting its reporting and record keeping
          obligations under the insurance laws of any state, and under the
          federal and state securities laws or the rules of the NASD.

<Page>

20.  PARTICIPATION IN FINANCIAL SERVICES GROUP INSURANCE TRUST

     BD agrees to be a Participant, by its signature below on this Agreement, in
     the Financial Services Group Insurance Trust and/or Arkansas Financial
     Services Group Insurance Trust ("Trust(s)") which is administered by
     Allstate Life Insurance Company. BD agrees to be bound by the terms of the
     Participation Agreement(s) attached hereto as Exhibit C et. seq.

21.  LIMITATIONS

     No party other than Allstate Life shall have authority on behalf of
     Allstate Life to make, alter, or discharge any Contract issued by Allstate
     Life, to waive any forfeiture provision or to grant, permit, or extend the
     time of making any Payments, or to alter the forms which Allstate Life may
     prescribe or substitute other forms in place of those prescribed by
     Allstate Life or to enter into any proceeding in a court of law or before a
     regulatory agency in the name of or on behalf of Allstate Life.

22.  CONFIDENTIALITY AND CONSUMER PRIVACY OBLIGATIONS

     Each party to this Agreement shall maintain the confidentiality of any
     material designated as proprietary by another party, and shall not use or
     disclose such information without the prior written consent of the party
     designating such material as proprietary.

     Each party to this Agreement agrees and warrants to each other:

     a.   That BD, Associated Insurance Agency, Allstate Life and ADLLC (all
          parties of the Selling Agreement) have complied with the privacy
          notice requirement as contained in Regulation S-P (17 CFR Part 248),
          promulgated under section 504 of the Gramm-Leach-Bliley Act).

     b.   That BD and Associated Insurance Agency are providing Allstate Life
          and ADLLC with certain Non-Public Personal Information about BD's
          consumers solely for the purpose of allowing Allstate Life and ADLLC
          to perform their obligations under the Agreement.

     c.   That all parties of the Selling Agreement shall use the Non-Public
          Personal Information solely to fulfill its contractual obligations
          under the Agreement; and shall not use the Non-Public Personal
          Information for their own benefit or the benefit of its affiliate(s)
          or any other party.

     d.   That all parties of the Selling Agreement shall not disclose the
          Non-Public Personal Information to any party, except as is necessary
          to fulfill its contractual obligations under the Agreement, or when
          such disclosure is made pursuant to a valid exception under Regulation
          S-P, sections 248.14-15 (i.e. ordinary course of business and
          requirement of law).

     e.   That "non-Public Personal Information" shall have the meaning as is
          used in Regulation S-P.

23.  TERMINATION

     a.   This Agreement may be terminated at the option of any party upon ten
          (10) days written notice to the other parties, or at the option of any
          party hereto upon the breach by any party of the covenants and terms
          of this Agreement. Paragraph 12 shall survive any such termination.

     b.   This Agreement may be terminated immediately for causes upon an event
          of default. Such termination shall be deemed to occur as of the date
          immediately preceding the vent of default. An "event of default" shall
          occur when the first of the (i) BD or Associated Insurance Agency
          files for bankruptcy, or financial or corporate reorganization under
          federal or state insolvency law; (ii) applicable laws or regulations
          prohibit BD or Associated Insurance Agency from continued marketing of
          the Contracts.

24.  NOTICE

     a.   In the event of sale, transfer or assignment of a controlling interest
          in BD or Agency, notice shall be provided in writing to Allstate Life
          no less than thirty (30) days prior to the closing date.

     b.   All notices to Allstate Life and ADLLC relating to this Agreement will
          be duly provided by certified or express mail to:

          General Counsel
          Allstate Life Insurance Company
          3100 Sanders Road
          Northbrook, Illinois 60062

<Page>

     c.   All notices to BD and Associated Insurance Agency will be duly
          provided if mailed to their respective address shown on the Agency
          Specification/Signature Page(s).

25.  SEVERABILITY

     Should any provision of this Agreement be held unenforceable, those
     provisions not affected by the determination of unenforceability shall
     remain in full force and effect.

26.  GOVERNING LAW

     This Agreement will be construed in accordance with the laws of the State
     of Illinois.

<Page>

                                    EXHIBIT A

                        General Letter of Recommendation

BD hereby certifies to Allstate Life Insurance Company ("Allstate Life") that
all the following requirements will be fulfilled in conjunction with the
submission of appointment papers for all applicants as agents of Allstate Life
submitted by BD. BD will, upon request, forward proof of compliance with same to
Allstate Life in a timely manner.

1.   We have made a thorough and diligent inquiry and investigation relative to
     each applicant's identity, residence, business reputation, and experience
     and declare that each applicant is personally known to us, has been
     examined by us, is known to be of good moral character, has a goad business
     reputation, is reliable, is financially responsible and is worthy of
     appointment as a variable contract agent of Allstate Life. This inquiry and
     background investigation has included a credit and criminal check on each
     applicant Based upon our investigation, we vouch for each applicant and
     Certify that each individual is trustworthy, competent and qualified to act
     as an agent for Allstate Life to hold himself out in good FAITH to the
     general public.

2.   We have on file the appropriate state insurance department licensing forms
     or U-4 form which was completed by each applicant. We have fulfilled all
     the necessary investigative requirements for the registration of each
     applicant as a registered representative through our NASD member firm, and
     each applicant is presently registered as a NASD registered representative.

     The above information in our files indicates no fact or Condition which
     would disqualify the applicant from receiving a license or appointment and
     all the findings of all investigative information is favorable.

3.   We certify that all educational requirements have been met for the specific
     state each applicant is licensed in, and that, all such persons have
     fulfilled the appropriate examination, education and training requirements.

4.   We certify that each applicant will receive close and adequate supervision,
     and that we will make inspection when needed of any or all risks written by
     these applicants, to the end that the insurance interest of the public will
     be properly protected.

5.   We will not permit any applicant to transact insurance as an agent until
     duly licensed and appointed by Allstate Life. No applicants have been given
     a contract or furnished supplies, nor have any applicants been permitted to
     write, solicit business, or act as an agent in any capacity on behalf of
     Allstate Life, and they will not be so permitted until the certificate of
     authority applied for is received.

<Page>

                                    EXHIBIT B
                        Ethical Market Conduct Compliance

BD and Associated Insurance Agency (also referred to as "you" or "your") are
required to comply with Allstate Life's policies and procedures concerning the
replacement of life insurance policies and annuity policies. A replacement
occurs whenever an existing life insurance policy or annuity is terminated,
converted or otherwise changed in value.

For any transaction involving a replacement, Allstate Life requires you to:

1.   recommend the replacement of an existing policy only when replacement is in
     the best interest of the customer;

2.   fully disclose all relevant information to the customer, which information
     includes; a) comparison of old and new premiums, expenses and surrender
     charges, cash values, and death benefits; b) any loss of cash value or
     policy value by surrendering the existing policy; c) all guaranteed and
     maximum value of both policies; d) the fact that a new contestability and
     suicide period starts under the new policy; and e) the requirement that the
     customer must be re-underwritten for the new policy;

3.   provide state-required replacement notices to customers on the same day the
     application is taken and indicate on the application that the transaction
     involves the full or partial replacement of an existing policy;

4.   proceed with replacement policies only after providing the customer with
     proper information and ensuring that the replacement is in the customer's
     best interest and that their needs are met.

BD and Associated Insurance Agency are required to adhere to Allstate Life's
rules and requirements concerning ethical market conduct, which require that
you:

1.   carefully evaluate the insurance needs and financial objectives of your
     clients, and use sales toots (e.g. policy illustrations and sales
     brochures) to determine that the insurance or annuity you are proposing
     meets these needs;

2.   maintain a current license and valid appointment in all states in which you
     promote the sale of Allstate Life products to customers and keep current of
     changes in insurance laws and regulations by reviewing the bulletins and
     newsletters that Allstate Life publishes;

3.   comply with Allstate Life policies concerning replacements, and refrain
     from providing false or misleading information about a competitor or
     completing product or otherwise making disparaging remarks about a
     competitor;

4.   submit all advertising materials intended to promote the sale of any
     Allstate Life product to the home office for approval prior to use;

5.   immediately report to Allstate Life any customer complaints, whether
     written or oral, and assist Allstate Life in resolving the complaint to the
     satisfaction of all parties;

6.   communicate these standards to any producers or office personnel that you
     directly supervise and request their agreement to be bound by these
     conditions as well.

Allstate Life and ADLLC may terminate this Agreement without notice if you fair
to comply with Allstate Life's rules and requirements concerning the replacement
of life Insurance and annuities and Allstate Life's rules and requirements
concerning ethical market conduct.

Your right to any commissions, or any other thing of value shall cease if you
violate laws and regulations governing unfair trade practices, life insurance
and annuity advertising, replacement of life insurance and annuities, sales
illustrations and agent licensing.

By promoting the sale of an Allstate Life product to a customer, you agree to be
bound by the terms and conditions of this Addendum without modification.

<Page>

NAME:  CITIBANK, F.S.B.

       ILLINOIS PARTICIPATION AGREEMENT - ALIC ONLY

                                    EXHIBIT C

                             PARTICIPATION AGREEMENT

This Participation Agreement is made between Allstate life Insurance Company
(herein referred 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 benefits of the sort available under said Financial Services Group
Insurance Trust.

NOW THEREFORE, in consideration of the mutual promises herein contained, the
parties hereby agree as follows:

1.   Subject to the approval of the insurance Company, Administrator and Trustee
     agree to permit the Participant to become a participant 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 of April 23, 1999, for the
          establishment of the Trust (the "Trust Agreement") as the same
          presently appears in writing and as from time to time amended in
          accordance with the provisions thereof (capitalized terms used herein
          without definition shall have the meaning ascribed thereto in the
          Trust Agreement); and

     b.   each and every provision of the policy(ies) of group insurance (and
          all riders and amendments thereto) issued to the Trust.

3.   Notices required or permitted shall be given in writing and delivered in
     writing by United States Mail, postage prepaid. Notices to the
     Administrator or Participant shall be sent to the address provided on the
     first page of the Selling Agreement to which this Participation Agreement
     is an Exhibit to. Any party may inform the others of a change of address by
     written notice pursuant to this paragraph.

IN WITNESS WHEREOF, effective as of the date of the Selling Agreement, the
parties hereto have caused these presents to be executed by their respective
officers as described below:

ACCEPTED:

CITIBANK, F.S.B.
Trustee of the Financial Services
 Group Insurance Trust


  BY:
     ---------------------------------------
  TITLE:
        ------------------------------------

<Table>
  <S>                                             <C>
  ADMINISTRATOR, Financial Services               Participant, Financial Services Group
              Group Insurance Trust               insurance Trust
  Acceptance of this Participation
  Agreement evidenced by signature on             Acceptance of this Participation
  Selling Agreement and/or applicable             Agreement evidenced by signature on
  Amendments.                                     Selling Agreement and/or applicable
                                                  Amendments.
</Table>

<Page>

                                   SCHEDULE A
                             SCHEDULE OF COMMISSIONS

Subject to terms and Conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):

                             Putnam Allstate Advisor

<Table>
<Caption>
                                                      Contract Level, Point of Sale Commission Options
        ISSUE AGE                  -------------------------------------------------------------------------------------------
                                       A                        B                         C                        D
                                                                                                            (Employee Plan)
------------------------------------------------------------------------------------------------------------------------------
          <S>                      <C>                     <C>                      <C>                         <C>
                                    5.00%+                    5.00%+                   2.00%+                      0%
           0-80                    no trail                .25% trail++             .75% trail++                no trail

                                    4.50%+                    3.75%+                   1.50%+                      0%
          81-85                    no trail                .25% trail++             .75% trail++                no trail

                                    3.00%+                    2.50%+                   1.00%+                      0%
          86-90                    no trail                .25% trail++             .75% trail++                no trail
</Table>

      For corresponding Commissions during Annuitization, see chart below.

+    =    Based upon purchase payment.
++   =    Trail commissions are based on the Contract Value on the last day of
each contract month beginning with the last day of the 13th contract month.
One-twelfth of the trail commission will be paid each contract month beginning
with the first contract month following the 13th contract month and ending when
the contract is annuitized; the contract must be in effect through the end of
the contract month for a trail commission to be paid.

                        Commissions during Annuitization*
    (corresponds to Contract Level, Point of Sale Commission Option selected)

<Table>
<Caption>
                                A                               B                               C                       D
------------------------------------------------------------------------------------------------------------------------------
                     Contract        Contract        Contract        Contract        Contract        Contract       All Years
                   Months 0-84      Months 85+     Months 13-84     Months 85+     Months 13-84     Months 85+
------------------------------------------------------------------------------------------------------------------------------
 <S>                  <C>          <C>             <C>             <C>             <C>             <C>                <C>
    Variable          0.00%        .40% trail**    .25% trail**    .40% trail**    .75% trail**    .40% trail**       0.00%
 Annuitization

     Fixed            0.00%        .25% trail**    .25% trail**    .25% trail**    .25% trail**    .25% trail**       0.00%
 Annuitization
</Table>

*    =    Will not be paid on contracts annuitized under any Retirement Income
Guarantee riders as defined in the governing prospectus.
**   =    Trail commissions are based on the hypothetical commuted value
(present value of remaining annuity payments) of the annuitized plan selected.
Trail commissions will be payable on the same frequency as the annuity payments
selected by the Contract Owner (i.e. Contract month, Contract quarter, etc.).

                             Commission Chargebacks

<Table>
<Caption>
              Transaction                         Period of Chargeback                              Chargeback
------------------------------------------------------------------------------------------------------------------------
                                                          During the
        Full or Partial Withdrawal           "Free look"/"right to cancel" period.              100% of commission.
------------------------------------------------------------------------------------------------------------------------
              <S>                                     <C>                                   <C>
              Annuitization                           Contract Months 1-12                  1.00% of Up-front Commission
</Table>

<Page>

                                   SCHEDULE A
                             SCHEDULE OF COMMISSIONS

Subject to terms and Conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):

                          Putnam Allstate Advisor Plus

<Table>
<Caption>
                                                    Contract Level, Point of Sale Commission Options
         ISSUE AGE                        -----------------------------------------------------------------
                                                  A                                                 B
-----------------------------------------------------------------------------------------------------------
           <S>                                <C>                                              <C>
                                               5.50%+                                             4.50%+
            0-80                              no trail                                         .25% trail++
                                               2.75%+                                             2.25%+
           81-85                              no trail                                         .25% trail++
</Table>

      For corresponding Commissions during Annuitization, see chart below.

+    =    Based upon purchase payment.
++   =    Trail commissions are based on the Contract Value on the last day of
each contract month beginning with the last day of the 13th contract month.
One-twelfth of the trail commission will be paid each contract month beginning
with the first contract month following the 13th contract month and ending when
the contract is annuitized; the contract must be in effect through the end of
the contract month for a trail commission to be paid.

                        Commissions during Annuitization*
    (corresponds to Contract Level, Point of Sale Commission Option selected)

<Table>
<Caption>
                                                  A                                                       B
------------------------------------------------------------------------------------------------------------------------------
                              Contract                          Contract                    Contract              Contract
                             Months 0-96                       Months 97+                 Months 13-96           Months 97+
------------------------------------------------------------------------------------------------------------------------------
 <S>                           <C>                           <C>                         <C>                    <C>
    Variable                   0.00%                         .40% trail**                .25% trail**           .40% trail**
 Annuitization

     Fixed                     0.00%                         .25% trail**                .25% trail**           .25% trail**
 Annuitization
</Table>

*    =    Will not be paid on contracts annuitized under any Retirement Income
Guarantee riders as defined in the governing prospectus.
**   =    Trail commissions are based on the hypothetical commuted value
(present value of remaining annuity payments) of the annuitized plan selected.
Trail commissions will be payable on the same frequency as the annuity payments
selected by the Contract Owner (i.e. Contract month, Contract quarter, etc.).

                             Commission Chargebacks

<Table>
<Caption>
              Transaction                         Period of Chargeback                              Chargeback
------------------------------------------------------------------------------------------------------------------------
                                                          During the
        Full or Partial Withdrawal           "Free look"/"right to cancel" period.              100% of commission.
------------------------------------------------------------------------------------------------------------------------
               <S>                                    <C>                                    <C>
               Annuitization                           Contract Months 1-12                  2.00% of Up-front Commission
                                                      Contract Months 13-24                  1.00% of Up-front Commission
</Table>

<Page>

                                   SCHEDULE A
                             SCHEDULE OF COMMISSIONS

Subject to terms and Conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):

                        Putnam Allstate Advisor Preferred

<Table>
<Caption>
         Issue Age                                  Contract Level, Point of Sale Commission Options
-----------------------------------------------------------------------------------------------------------
                                             Up-Front +                                          Trail ++
-----------------------------------------------------------------------------------------------------------
           <S>                                  <C>                                                <C>
            0-80                                2.00%                                              1.00%

           81-85                                1.50                                               1.00

           86-90                                1.00                                               1.00
</Table>

      For corresponding Commissions during Annuitization, see chart below.

+    =    Based upon purchase payment.
++   =    Trail commissions are based on the Contract Value on the last day of
each contract month beginning with the last day of the 13th contract month.
One-twelfth of the trail commission will be paid each contract month beginning
with the first contract month following the 13th contract month and ending when
the contract is annuitized; the contract must be in effect through the end of
the contract month for a trail commission to be paid.

                        Commissions during Annuitization*
    (corresponds to Contract Level, Point of Sale Commission Option selected)

<Table>
<Caption>
                                                                        Months 0-12                       Months 13+
----------------------------------------------------------------------------------------------------------------------
                  <S>                                                     <C>                            <C>
                  Variable Annuitization                                  0.00%                          1.00% trail**

                    Fixed Annuitization                                   0.00%                          0.50% trail**
</Table>

*    =    Will not be paid on contracts annuitized under any Retirement Income
Guarantee riders as defined in the governing prospectus.
**   =    Trail commissions are based on the hypothetical commuted value
(present value of remaining annuity payments) of the annuitized plan selected.
Trail commissions will be payable on the same frequency as the annuity payments
selected by the Contract Owner (i.e. Contract month, Contract quarter, etc.).

                             Commission Chargebacks

<Table>
<Caption>
              Transaction                         Period of Chargeback                              Chargeback
------------------------------------------------------------------------------------------------------------------------
                                                          During the
        Full or Partial Withdrawal           "Free look"/"right to cancel" period.              100% of commission.
------------------------------------------------------------------------------------------------------------------------
              <S>                                     <C>                                   <C>
              Annuitization                           Contract Months 1-12                  1.00% of Up-front Commission
</Table>

<Page>

NAME:  REGIONS BANK
       ARKANSAS PARTICIPATION AGREEMENT - ALIC ONLY

                                    EXHIBIT C

                             PARTICIPATION AGREEMENT

This Participation Agreement is made between Allstate Life Insurance Company
(herein referred to as the "Administrator"), located at 3100 Sanders Road,
Northbrook, Illinois, 60062, Administrator of The Arkansas Financial Services
Group Insurance Trust, (herein referred to as the "Trust") and Regions Bank,
located in Little Rock, Arkansas (herein referred to as the "Trustee) and BD
and/or Associated Insurance Agency (hereinafter, together, with its affiliates
and any successors thereto, referred to as "Participant), the purpose of which
is to afford qualifying persons group insurance benefits of the sort available
under said Arkansas Financial Services Group Insurance Trust.

NOW THEREFORE, in consideration of the mutual promises herein contained, the
parties hereby agree as follows:

1.   Subject to the approval of the Insurance Company, Administrator and Trustee
     agree to permit the Participant to become a participant under the Arkansas
     Financial Services Group Insurance Trust Agreement.

2.   The Participant agrees to be bound by:

     a.   the terms of the Trust Agreement, dated as of October 29, 1999, for
          the establishment of the Trust (the "Trust Agreement") as the same
          presently appears in writing and as from time to time amended in
          accordance with the provisions thereof (capitalized terms used herein
          without definition shall have the meaning ascribed thereto in the
          Trust Agreement); and

     b.   each and every provision of the policy(ies) of group insurance (and
          all riders and amendments thereto) issued to the Trust.

3.   Notices required or permitted shall be given in writing and delivered in
     writing by United States Mail, postage prepaid. Notices to the
     Administrator or Participant shall be sent to the address provided on the
     first page of the Selling Agreement to which this Participation Agreement
     is an Exhibit to. Any party may inform the others of a change of address by
     written notice pursuant to this paragraph.

IN WITNESS WHEREOF, effective as of the date of the Selling Agreement, the
parties hereto have caused these presents to be executed by their respective
officers as described below:

ACCEPTED:

REGIONS BANK
Trustee of The Arkansas Financial Services
 Group Insurance Trust


BY:                /s/ [ILLEGIBLE]
    -----------------------------------------
              SENIOR VICE PRESIDENT &
TITLE:        PERSONAL TRUST MANAGER
      ---------------------------------------

<Table>
<S>                                               <C>
Administrator, Arkansas Financial                 Participant, Arkansas Financial Services
    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 and/or applicable               Selling Agreement and/or applicable
 Amendments.                                       Amendments.
</Table>

<Page>

NOTE:  FOR USE WITH THE
       REGIONS BANK/
       ARKANSAS PARTICIPATION AGREEMENT - ALIC ONLY

                                   SCHEDULE A

                             SCHEDULE OF COMMISSIONS


Subject to terms and conditions of the Selling Agreement, Associated Insurance
Agency shall have available for sale and shall be compensated for Contracts
issued according to the following chart:


                             Putnam Insured Investor
                               Term Life Insurance

<Table>
<Caption>
          Issue Age                                Commission Options
---------------------------------------------------------------------------
             <S>                                <C>
             21-75                              No commissions will be paid
</Table>