EXHIBIT 10.1
August 29, 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
August 29, 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 7.50 %
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,