ALLSTATE LIFE INSURANCE CO
EXHIBIT 10.9
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<TYPE>EX-10.9
<SEQUENCE>6
<FILENAME>a2131698zex-10_9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>
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                                                                   Exhibit 10.9

               MARKETING COORDINATION AND ADMINISTRATIVE SERVICES
                                    AGREEMENT

                                      AMONG

                       ALLSTATE FINANCIAL SERVICES, L.L.C.
                                       AND
                           ALLSTATE INSURANCE COMPANY
                                       AND
                         ALLSTATE LIFE INSURANCE COMPANY

        This Marketing Coordination and Administrative Services Agreement (this
"Agreement") made and effective as of this 1st day of January, 2003, among
ALLSTATE FINANCIAL SERVICES, L.L.C., a Delaware limited liability company
("AFS"), ALLSTATE INSURANCE COMPANY, an Illinois insurance company ("Allstate"),
and ALLSTATE LIFE INSURANCE COMPANY, an Illinois insurance company ("ALIC").

                                   WITNESSETH:

        WHEREAS, Allstate desires that AFS provide certain administrative and
supervisory services relating to the sale of financial products by Allstate
representatives;

        WHEREAS, ALIC desires that AFS provide certain marketing services
relating to the promotion of registered securities products; and

        WHEREAS, AFS desires to furnish or cause to be furnished to Allstate and
ALIC certain services and facilities subject to the terms and conditions
hereinafter set forth.

        NOW, THEREFORE, it is agreed as follows:

1.   AFS shall furnish or cause to be furnished to ALIC the services and
     facilities listed on Exhibit A, attached hereto. AFS and ALIC may, from
     time to time, agree that only certain of the listed services and facilities
     will be provided by AFS to ALIC. In exchange for such services and
     facilities, ALIC shall pay a marketing fee to AFS in the amount of Two
     Hundred Thousand Dollars ($200,000) per month.

2.   AFS shall furnish or cause to be furnished to Allstate the services and
     facilities listed on Exhibit B, attached hereto. AFS and Allstate may, from
     time to time, agree that only certain of the listed services and facilities
     will be provided by AFS to Allstate. In exchange for such services and
     facilities, Allstate shall pay to AFS an affiliation fee of Three Hundred
     Fifty Dollars ($350) per Allstate exclusive agent or exclusive financial
     services representative who becomes a registered representative. The
     affiliation fee will be payable to AFS annually on January 31st, starting
     with January

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     31, 2003, and will be calculated based on the number of Allstate registered
     representatives as of December 31st of the prior year. Allstate also shall
     pay to AFS, on a quarterly basis, an additional Three Hundred Fifty Dollars
     ($350) per Allstate exclusive agent or exclusive financial services
     representative who becomes a registered representative during any calendar
     year, beginning with 2003.

3.   Allocations for the above services and facilities shall be made by the
     parties in accordance with the general provisions of the NAIC expense
     classification and allocation guidelines applicable to all inter-company
     allocations between Allstate and its insurance affiliates. Such guidelines
     may be amended from time to time, in which case the allocation procedures
     for charges pursuant to this Agreement will also be amended. The parties
     will exercise reasonable judgment in implementing the expense
     classification and allocation guidelines. Additionally, AFS shall maintain
     proper documentation for revisions and communicate changes in allocation
     requirements to ALIC and Allstate in a timely manner.

4.   AFS will exercise reasonable judgment in periodically reviewing the
     expenses incurred and the percentage thereof allocated. Allstate or ALIC
     may request a review of such expenses and their allocation and such review
     will occur promptly thereafter.

5.   AFS will charge ALIC and Allstate for all the services and facilities
     provided pursuant to this Agreement via the monthly expense allocation
     process. Payments will be through the monthly intercompany settlement
     process. The process will be completed by Allstate personnel in the most
     timely and effective method available.

6.   AFS shall maintain such records as may be required relating to the
     accounting system of AFS, Allstate and ALIC.

7.   Upon reasonable notice, and during normal business hours, Allstate and ALIC
     shall be entitled to, at their own expense, inspect records, which pertain
     to the computation of charges for the facilities or services provided
     pursuant to this Agreement. AFS shall at all times maintain correct and
     complete books, records and accounts of all services and facilities
     furnished pursuant to this Agreement. Allstate and ALIC shall have an
     unconditional right of ownership of, or at either party's option the right
     to obtain copies of, any records prepared on its behalf under this
     Agreement. The parties agree to make such records available to the Director
     of the Illinois Department of Insurance or his designees.

8.   Allstate employees performing duties hereunder at all times during the term
     of this Agreement shall be in the employment, under the supervision and
     control of Allstate and shall not be deemed employees of AFS or ALIC. The
     scope of, and the manner in which, AFS provides facilities and services to
     Allstate and ALIC shall be reviewed periodically by the parties; and the
     compensation therefor may be adjusted periodically by mutual agreement of
     the parties. All services and facilities shall be of good quality and
     suitable for the purpose for which they are intended.

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9.   Any party may terminate this Agreement upon sixty (60) days prior written
     notice to the other parties.

9.   AFS shall not assign its obligations or rights under this Agreement without
     the written consent of Allstate and ALIC. This Agreement may be terminated
     only upon the consent of AFS; provided, however, that in the event that the
     affiliate relationship of AFS with Allstate or ALIC ceases to exist, this
     Agreement shall terminate immediately with respect to such party.

10.  All communications provided for hereunder shall be in writing, and if to
     AFS or ALIC, mailed or delivered to AFS or ALIC at its office at the
     address listed in its official Corporate records maintained by its
     Secretary, Attention: Secretary, or if to Allstate, mailed or delivered to
     its office at 3075 Sanders Road, 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.

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

                                         ALLSTATE FINANCIAL SERVICES,
                                         L.L.C.


                                         By /s/ Robert C. Doebler
                                           -------------------------------------
                                         Robert C. Doebler
                                         Chief Operating Officer

                                         ALLSTATE INSURANCE COMPANY


                                         By /s/ Samuel H. Pilch
                                           -------------------------------------
                                         Samuel H. Pilch
                                         Group Vice President and Controller


                                         ALLSTATE LIFE INSURANCE
                                         COMPANY


                                         By /s/ James P. Zils
                                           -------------------------------------
                                            James P. Zils
                                            Treasurer

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                       Exhibit A to Marketing Coordination
                      and Administrative Services Agreement
                  Among Allstate Financial Services, LLC (AFS)
                     Allstate Life Insurance Company (ALIC)
                      Allstate Insurance Company (Allstate)
                                 January 1, 2003

                        SCHEDULE OF AFS SERVICES TO ALIC

In consideration for the marketing fees payable hereunder from ALIC to AFS, AFS
shall:

        1.  Promote, among its registered representatives, the sale of such
            registered securities and other financial products and services of
            ALIC as shall be agreed upon from time to time by AFS and ALIC.

        2.  Promote, supervise and monitor the suitability of recommendations
            made by AFS representatives in connection with the sale of ALIC
            products, as well as those provided by other issuers.

        3.  Provide the NASD-compliance review for all sales and marketing
            materials prepared for the promotion and communication of
            information regarding ALIC registered products, and handle the
            filing and regulatory clearance of such materials with the NASD.

        4.  Assist ALIC in providing training to its registered representatives
            in connection with ALIC products to be distributed by AFS.

        5.  Assist in serving ALIC customers by responding to product
            information inquiries and service requests received by AFS.

        6.  Assist in resolving any customer complaints received by AFS or ALIC
            in connection with the sale or administration of ALIC products.

        7.  Maintain and manage supervisory procedures and a network of field
            compliance and supervisory principals to protect both AFS and ALIC
            from exposure to legal and regulatory risks and liabilities.

        8.  Perform such other services as the parties may mutually agree upon
            from time to time.

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                       Exhibit B to Marketing Coordination
                      and Administrative Services Agreement
                  Among Allstate Financial Services, LLC (AFS)
                     Allstate Life Insurance Company (ALIC)
                      Allstate Insurance Company (Allstate)
                                 January 1, 2003

                      SCHEDULE OF AFS SERVICES TO ALLSTATE

In consideration for the affiliation fees payable hereunder from Allstate to
AFS, AFS shall:

        1.  Coordinate, manage and maintain the registration, both NASD and
            State (where required), of all securities licenses for agents and
            employees of Allstate who apply to become registered representatives
            of AFS.

        2.  Assist with the training of Allstate representatives who become
            registered, such training to include information on general
            securities, variable insurance products, mutual funds, AFS policies
            and procedures, legal and regulatory requirements, suitability of
            sales recommendations, and other content AFS deems appropriate.

        3.  Provide each Allstate agent or employee, who becomes registered,
            with the AFS Registered Representative Manual.

        4.  Conduct annual compliance meetings and required continuing education
            programs for all Allstate agents or employees who become registered
            with AFS.

        5.  Review, approve and obtain regulatory clearance for any sales or
            marketing material submitted by Allstate agents or employees for use
            in the sale of AFS-approved products and services.

        6.  Review and supervise the suitability of all securities
            recommendations made by Allstate/AFS representatives.

        7.  Perform periodic office inspections of Allstate agent locations that
            are registered as branch offices of AFS.

        8.  Assist in resolving any customer complaints received by AFS
            regarding the sales conduct of any Allstate representative in
            connection with AFS's securities business.

        9.  Maintain and manage supervisory procedures and a network of field

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            compliance and supervisory principals to protect both AFS and
            Allstate from exposure to legal and regulatory risks and
            liabilities.

        10. Perform such other services as the parties may mutually agree upon
            from time to time.

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