EXHIBIT 10.1
November 17, 2008
SURPLUS NOTE
Allstate Life Insurance Company, a life stock insurance company duly organized
and existing under the laws of the State of Illinois (the "Company") for value
received hereby promises to pay to Allstate Insurance Company, or its assigns,
the principal sum of $400,000,000.00 (Four Hundred Million Dollars) in cash on
November 17, 2028 and to pay interest thereon semi-annually on the first day of
April and October in each year, commencing April 1, 2009, at the rate of 7.00 %
per annum, until the principal hereof is paid, except that the final payment of
any accrued and unpaid interest shall be concurrent with the payment of
principal.
Interest will be computed on the basis of a 360-day year of twelve
30-day months.
All principal and interest shall be paid at the principal
corporate office of the Company or such other place, which shall be acceptable
to the Company, as the holder hereof shall designate in writing to the Company,
in collected and immediately available funds in lawful money of the United
States of America.
Principal and interest shall be payable on the terms and
conditions set forth below:
1.
NO PAYMENT OF PRINCIPAL OR INTEREST
SHALL BE PERMITTED ON THIS SURPLUS NOTE WITHOUT THE PRIOR WRITTEN APPROVAL OF
THE DIRECTOR OF INSURANCE OF THE STATE OF ILLINOIS (THE "DIRECTOR") AND SHALL
ONLY BE MADE OUT OF SURPLUS OF THE COMPANY IN EXCESS OF THE MINIMUM SURPLUS THE
COMPANY IS REQUIRED TO MAINTAIN UNDER SECTION 13 OF THE ILLINOIS INSURANCE CODE
[215 ILCS 5/13].
THE COMPANY COVENANTS THAT IT SHALL USE ITS BEST EFFORTS TO
OBTAIN SUCH APPROVALS ON OR PRIOR TO THE DATE ON WHICH SUCH PRINCIPAL OR
INTEREST SHALL BECOME DUE AND PAYABLE.
IN ADDITION TO AND NOT IN LIEU OF THE
FOREGOING, THE HOLDER OF THIS SURPLUS NOTE SHALL HAVE THE OPTION OF SEEKING SUCH
APPROVALS ITSELF AND, IN SUCH EVENT, THE COMPANY COVENANTS TO COOPERATE FULLY
WITH THE HOLDER OF THIS SURPLUS NOTE IN SEEKING SUCH APPROVALS.
2.
TO THE EXTENT THAT A PAYMENT OF ALL OR
A PORTION OF THE PRINCIPAL OF THIS SURPLUS NOTE OR INTEREST HEREON IS PROHIBITED
PURSUANT TO THE PROVISIONS OF PARAGRAPH 1 HEREOF, SUCH PROHIBITION SHALL NOT BE
CONSIDERED TO BE A FORGIVENESS OF THE INDEBTEDNESS HEREUNDER, AND INTEREST SHALL
CONTINUE TO BE ACCRUED AND PAID AT THE RATE PROVIDED HEREIN THROUGH THE DATE OF
PAYMENT ON ANY SUCH UNPAID PRINCIPAL (BUT NOT ON INTEREST THE PAYMENT OF WHICH
WAS PROHIBITED PURSUANT TO THE PROVISIONS OF PARAGRAPH 1 HEREOF, DURING THE
PERIOD OF SUCH PROHIBITION), AND PROMPTLY (AND IN NO EVENT LATER THAN 30 DAYS)
AFTER THE REMOVAL OF ANY SUCH PROHIBITION THE COMPANY SHALL MAKE PAYMENT OF ALL
AMOUNTS THEN PAST DUE AND OWING HEREUNDER.
3.
THE COMPANY COVENANTS THAT IF:
(A)
DEFAULT IS MADE IN THE PAYMENT OF ANY
INSTALLMENT OF INTEREST ON THIS SURPLUS NOTE WHEN SUCH INTEREST BECOMES DUE AND
PAYABLE AND SUCH DEFAULT CONTINUES FOR A PERIOD OF 30 DAYS,