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Allstate Life Insurance Co – ‘10-K’ for 12/31/03 – EX-10.6

On: Friday, 3/26/04, at 2:49pm ET · For: 12/31/03 · Accession #: 1047469-4-9521 · File #: 0-31248

Previous ‘10-K’: ‘10-K’ on 3/31/03 for 12/31/02 · Next: ‘10-K’ on 3/16/05 for 12/31/04 · Latest: ‘10-K’ on 2/28/20 for 12/31/19 · 56 References:

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/26/04  Allstate Life Insurance Co        10-K       12/31/03   11:464K                                   Merrill Corp/New/FA

Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         95    564K 
 6: EX-10.17    Material Contract                                      5     18K 
 7: EX-10.29    Material Contract                                      9     41K 
 2: EX-10.6     Material Contract                                     13±    52K 
 3: EX-10.7     Material Contract                                     13     69K 
 4: EX-10.8     Material Contract                                     11±    44K 
 5: EX-10.9     Material Contract                                      6     18K 
 8: EX-23       Consent of Experts or Counsel                          1      8K 
 9: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
10: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
11: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      7K

EX-10.6 — Material Contract

EX-10.6 1st “Page” of 8 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                    Exhibit 10.6

 SELLING AGREEMENT

Agreement, made this 26th day of July, 1999, by and among Allstate Life         
Insurance Company ("Allstate Life"), an Illinois life insurance company;        
Allstate Life Financial' Services, Inc. ("ALFS"), a Delaware corporation; and   
LSA Securities, Inc. ("Broker-Dealer" or BD"), an Oregon corporation.           

ALLSTATE LIFE INSURANCE COMPANY        ALLSTATE LIFE FINANCIAL SERVICES, INC.   

By: /s/ John R. Hunter                 By:  /s/ Gregory C. Sernett              
   -------------------------------       ---------------------------------------
Title: Vice President                  Title: Assistant Secretary               
      ----------------------------           -----------------------------------

BROKER DEALER                          ASSOCIATED INSURANCE AGENCY (IF BD IS    
UTILIZING                                    SUCH AGENCY PURSUANT TO            
                     SECTION 12)

LSA Securities, Inc                                                             
----------------------------------     -----------------------------------------
(Name)                                 (Name)                                   
206 South 13th St.                                                          
----------------------------------     -----------------------------------------
(Street Address)                       Street Address)                          
Lincoln, NE 68508-1993                                                      
----------------------------------     -----------------------------------------
(City, State, Zip)                     (City, State, Zip)                       

By: /s/ Carol S. Watson                By:                                      
   -------------------------------        --------------------------------------
Carol S. Watson                                                 

Title:   President                     Title:                                   
      ----------------------------           -----------------------------------
         For States:
                                                  ------------------------------

WHEREAS, Allstate Life issues certain variable contracts/policies described     
further in this Agreement and attached Schedules, which are deemed securities   
("Contracts") under the Securities Act of 1933 ("1933 Act"); and                

WHEREAS, ALFS is registered as a  broker/dealer  with the  Securities  Exchange 
Commission ("SEC") under the Securities Exchange Act of 1934, as amended ("1934 
Act"), and with the National Association of Securities Dealers, Inc. ("NASD");  

WHEREAS, Allstate Life has appointed ALFS as Underwriter of the Contracts; and  

WHEREAS, BD is duly licensed as a Broker/dealer with the SEC and NASD, and is   
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, Allstate Life and ALFS propose to have Associated Insurance Agency and 
BD's representatives ("Representatives") who are also duly licensed insurance   
agents solicit sales of the Contracts; and                                      

WHEREAS, ALFS delegates to BD, to the extent legally permitted, training and    
certain administrative responsibilities and duties in connection with sales of  
the Contracts.                                                                  

NOW THEREFORE, in consideration of the premises and mutual promises contained   
herein including the attached schedule and Exhibits, the parties hereto agree as
follows:                                                                        

EX-10.6 2nd “Page” of 8 TOC 1st Previous Next ↓Bottom Just 2nd
1.  APPOINTMENT AND AUTHORIZATION                                               

ALFS hereby authorizes BD to supervise solicitations of the Contracts, and to   
facilitate solicitations of 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 sales of the Contracts. 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.                                                                  

2.  REPRESENTATIONS                                                             

a.  Allstate Life, ALFS, 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.                                                              

b.  ALFS represents to BD that ALFS is registered as a broker/dealer with the   
   SEC under 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 NASD.                                        

c.  BD represents to ALFS that BD is, and at all times when performing its      
 functions and fulfilling its obligations under this Agreement, 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 is a member of the NASD. BD will notify
  ALFS in writing if such registration is terminated or suspended, and shall
take all reasonable actions to reinstate such registrations.            

d.  Allstate Life represents to BD and Associated Insurance Agency that the     
 Contracts, including related separate accounts supporting such 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, as amended, and the rules and regulations thereunder, including the
terms of any order of the SEC with respect thereto.                     

e.  Allstate Life represents to BD and Associated Insurance Agency that the     
    Contracts it issues have been filed, or are exempt from filing, 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.                             

f.  Allstate Life represents to BD that the Contract prospectuses included in   
Allstate Life's Registration Statement 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.                          

g.  If BD utilizes an Associated Insurance Agency, BD represents that the       
  Associated Insurance Agency is licensed in all states in which it conducts
   business. 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 ALFS 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 g does not apply, and BD shall undertake all the duties, 
responsibilities and privileges under this agreement.                   

3.  COMPLIANCE WITH NASD CONDUCT RULES AND FEDERAL AND STATE SECURITIES AND     
STATE INSURANCE LAWS                                                    

BD shall abide by all rules and regulations of the NASD governing the sale of   
the Contracts, including Its Conduct and Membership and Registration Rules, and 
BD and Associated Insurance Agency shall comply with all applicable state and   
federal laws and the rules and regulations of authorized 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 ALFS.                                                                  

4.  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
  solicitation 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 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 ALFS 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                     

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EX-10.6 3rd “Page” of 8 TOC 1st Previous Next ↓Bottom Just 3rd
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.  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
    sales of the Contracts. Only those Agents who are registered representatives
of BD shall have authority to solicit sales of the Registered Contracts.
 Agents who are not registered representatives of BD are not authorized to
sell Contracts. BD and Associated Insurance Agency shall notify ALFS    
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.                      

5.  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 engaged
  directly or indirectly in the offer or sale of the 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 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.  Before Representatives and Associated Insurance Agency 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.                        

c.  BD is specifically charged 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.
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 the contracts and, where required by state 
    insurance law, the then current statement of additional information relating
to the Contracts.                                                       

e.  BD shall execute any electronic or telephone orders only in accordance with 
   the then 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 falls 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.                                                              

6.  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
  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 ALFS for such use. 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.                                                              

b.  No item of sales promotion materials or advertising relating to the         
   Contracts, including any illustrations or software programs therefor, shall
    be used by BD, Associated Insurance Agency, Agents or Representatives unless
the specific item has                                                   

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EX-10.6 4th “Page” of 8 TOC 1st Previous Next ↓Bottom Just 4th
been provided by Allstate Life and ALFS or has first been approved in   
 writing by Allstate Life and ALFS for use. Allstate Life and ALFS 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.                                                             

7.  ETHICAL MARKET CONDUCT COMPLIANCE                                           

In addition to the requirement that you comply with the rules and regulations   
pertaining to supervision, underwriting practices, acceptance of risks, delivery
of policies and all other areas of Allstate Life's business, the BD and BD's    
representatives are required to:                                                

(a) Comply with Allstate Life's and ALFS'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 and ALFS require 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 includes,
    but is not limited to: 1) comparison of old and new premiums, expenses and
 surrender charges, cash values, and death benefits; 2) any loss of cash
value or policy value by surrendering the existing policy; 3) all     
guaranteed and maximum values of both policies; 4) the fact that a new
   contestability and suicide period starts under the new policy; and 5) 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) never recommend that a customer cancel an existing policy until a new
   policy is in force and the customer has determined that the new policy is
acceptable.                                                           

(b) Adhere to Allstate Life's rules and regulations concerning ethical market   
conduct, which require that you:                                      

     (1) carefully evaluate the insurance needs and financial objectives of your
customers, and use sales tools (e.g., policy illustrations and sales  
    brochures) to determine that the insurance or annuity your proposing meets
these needs;                                                          
    (2) maintain a current license and valid appointment in all state in which
your promote the sale of Allstate Life products to customers and keep 
current of changes in insurance laws and regulations;                 
(3) comply with Allstate Life's policies concerning replacements, and 
   refrain from providing false or misleading information about a competitor
or competing product or otherwise making disparaging remarks about a  
competitor;                                                           
 (4) submit all advertising materials intended to promote the sale of an
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.                                                   

8.  SOLICITING APPLICATIONS AND PAYMENTS                                        

a.  All applications for Contracts shall be made on application forms supplied  
by Allstate Life. BD, Associated Insurance Agency, Agents and the       
Representatives shall not recommend the purchase of a Contract to a     
   prospective purchaser unless it has reasonable grounds to believe that such
    purchase is suitable for the prospective purchaser and is in accordance with
 applicable regulations of any state insurance department, the SEC and the
  NASD. A determination of suitability shall include, but is not limited to,
   information concerning the prospective purchaser's insurance and investment
   objectives, risk tolerance, tax status, previous investment experience, and
other investments and savings.                                          

b.  BD and Associated Insurance Agency shall review applications for            
completeness and correctness as to form, as well as compliance with the 
suitability standards specified above. BD will promptly, but in no case 
later than the end of the next business day following receipt by BD or a
Representative, forward to Allstate Life all complete and correct       
applications, according to administrative procedures, together with any 
    payments received with the applications, without deduction for compensation.
Allstate Life reserves the right to reject any Contract application and 
   return any payment made in connection with an application that is rejected.

c.  Contracts issued on accepted applications will be forwarded to BD for       
delivery to the Contract owner according to procedures established by   
  Allstate Life, unless Allstate Life has provided otherwise. BD shall cause
  each such Contract to be delivered to the respective Contract Owner within
 five days after BD's receipt. BD shall be liable to Allstate Life for any
loss incurred by Allstate Life (including consequential damages and     
   regulatory penalties) as a result of any delay by BD or a Representative in
delivering such Contract.                                               

d.  BD, Associated Insurance Agency, Agents and Representatives shall not       
encourage a                                                             

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EX-10.6 5th “Page” of 8 TOC 1st Previous Next ↓Bottom Just 5th
prospective purchaser to surrender or exchange a Contract in order to   
purchase another insurance policy or contract except when a change in   
  circumstances makes the Contract an unsuitable investment for the Contract
owner.                                                                  

9.  PAYMENTS RECEIVED BY BD                                                     

All premium 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.                                                                 

10. COMMISSIONS PAYABLE                                                         

a.  Commissions payable in connection with the Contracts shall be paid to BD or 
    Associated Insurance Agency according to the Commission Schedule(s) relating
   to this Agreement then in effect at the time of receipt by Allstate Life of
   the payment. 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 ALFS
  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 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.                      

11. 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 as set forth in the          
Commission Schedule, and any commission previously paid for said premiums must  
be refunded to Allstate Life or ALFS. ALFS shall have the right to offset any   
such refundable commission against amounts otherwise payable by ALFS. ALFS      
agrees to notify BD and Associated Insurance Agency Within thirty (30) days     
after it receives notice from Allstate Life of any premium refund or a          
commission charge back.                                                         

12. ASSOCIATED INSURANCE AGENCY                                                 

In the event BD is not licensed as an insurance agency in any state where it    
wishes to solicit Contracts, but utilizes and Associated Insurance Agency to    
satisfy state insurance laws, such Associated Insurance Agency shall sign this  
agreement and BD shall countersign this Agreement, and BD and it Associated     
Insurance Agency shall be duly bound thereby.                                   

13. 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 ALFS, and conversely, Allstate Life
    and ALFS 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.                         

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.                                

14. ASSIGNMENT                                                                  

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

15. WAIVER                                                                      

The failure of any party to insist upon the performance of any of the terms of  
this agreement in any one or more instances will not be construed as a waiver or
relinquishment of the future performance of any such term. The obligation of the
parties with respect to any such future performance will continue in full force 
and effect.                                                                     

16. AMENDMENT                                                                   

This agreement may not be amended except by written agreement signed by all     
parties hereto which expressly states that it amends 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 ALFS.                 

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18. NOTIFICATION OF CUSTOMER COMPLAINTS OR DISCIPLINARY PROCEEDINGS             

a.  BD and Associated Insurance Agency agree to notify ALFS promptly of any     
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/or ALFS 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.  Allstate Life, ALFS, 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
    each other 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.                                                      

20. 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.                                                        

21. CONFIDENTIALITY                                                             

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.                                                        

22. 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 cause upon an event of     
default, such termination shall be deemed to occur as of the date       
immediately preceding the event 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.  

23. 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 ALFS 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                                              

c.  All notices to BD and Associated Insurance Agency relating to this Agreement
will be duly provided by certified or express mail to:                  

General Counsel                                                         
Lincoln Benefit Life Centre                                             
Lincoln, Nebraska 68501-0469.                                           

24. SEVERABILITY                                                                

Should any provision or part of this Agreement is held invalid for any reason,  
such invalidity will not affect any other provision or part of this agreement   
not held invalid, and such remaining provisions and parts will remain in full   
force and effect.                                                               

25. GOVERNING LAW                                                               

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

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 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 good 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  
   (i.e., B-300, B-301), 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 an 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.                                      

EX-10.6 Last “Page” of 8 TOC 1st Previous Next ↓Bottom Just 8th
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):                                                                

  ALLSTATE SELECT DIRECTIONS (SM) VARIABLE ANNUITY

                                                                [Download Table]

                                     COMMISSION OPTIONS         
                              ----------------------------------
       ISSUE AGE                    A                  B        
----------------------------------------------------------------
                                                                
         All                      6.5%*              5.0%*      
                                 no trail         .40% trail**  

*= Based upon purchase payment.                                                 

**  =   Trail commissions are based on the Contract Value on the last day of    
each contract quarter beginning with the last day of the 15th contract month.   
Trail commissions will be paid at the end of the calendar month in which the    
contract quarter ends beginning with the 15th contract month and ending when the
contract is annultized. The contract must be in effect through the end of the   
calendar month for a trail commission to be paid.                               

COMMISSION CHARGEBACKS

                                                                [Download Table]

  TRANSACTION     PERIOD OF CHARGEBACK         CHARGEBACK          PLEASE NOTE     
-----------------------------------------------------------------------------------
                                                                                   
   Surrender           During the          100% of commission.                     
                  first contract year

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56 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/29/24  Lincoln Benefit Life Co.          POS AM                 5:3.8M
 3/29/24  Lincoln Benefit Life Co.          POS AM                 5:3.9M
 3/28/24  Everlake Life Insurance Co.       POS AM                 3:3.5M                                   Workiva Inc Wde… FA01/FA
 3/28/24  Everlake Life Insurance Co.       POS AM                 3:3.5M                                   Workiva Inc Wde… FA01/FA
 3/28/24  Everlake Life Insurance Co.       POS AM                 3:3.6M                                   Workiva Inc Wde… FA01/FA
 3/28/24  Everlake Life Insurance Co.       POS AM                 4:4.1M                                   Lincoln Benefit Life Co.
 3/28/24  Everlake Life Insurance Co.       POS AM                 4:3.7M                                   Lincoln Benefit Life Co.
 3/28/24  Everlake Life Insurance Co.       POS AM                 4:3.7M                                   Lincoln Benefit Life Co.
 3/28/24  Everlake Life Insurance Co.       POS AM                 4:3.7M                                   Lincoln Benefit Life Co.
 3/28/24  Everlake Life Insurance Co.       POS AM                 4:3.7M                                   Lincoln Benefit Life Co.
 3/28/24  Everlake Life Insurance Co.       POS AM                 4:3.7M                                   Lincoln Benefit Life Co.
 4/17/23  Lincoln Benefit Life Co.          POS AM                 5:4.4M                                   Workiva Inc Wde… FA01/FA
 4/17/23  Lincoln Benefit Life Co.          POS AM                 5:4.4M                                   Workiva Inc Wde… FA01/FA
 3/30/23  Everlake Life Insurance Co.       S-1                    5:5.7M                                   Workiva Inc Wde… FA01/FA
 3/30/23  Everlake Life Insurance Co.       S-1                    5:5.7M                                   Workiva Inc Wde… FA01/FA
 3/30/23  Everlake Life Insurance Co.       S-1                    5:5.7M                                   Workiva Inc Wde… FA01/FA
 3/30/23  Everlake Life Insurance Co.       S-1         3/31/23    5:4.1M                                   Lincoln Benefit Life Co.
 3/30/23  Everlake Life Insurance Co.       S-1         3/31/23    5:3.7M                                   Lincoln Benefit Life Co.
 3/30/23  Everlake Life Insurance Co.       S-1         3/31/23    5:3.7M                                   Lincoln Benefit Life Co.
 3/30/23  Everlake Life Insurance Co.       S-1         3/31/23    5:3.8M                                   Lincoln Benefit Life Co.
 3/30/23  Everlake Life Insurance Co.       S-1                    5:3.7M                                   Lincoln Benefit Life Co.
 3/30/23  Everlake Life Insurance Co.       S-1                    5:3.7M                                   Lincoln Benefit Life Co.
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  128:26M                                    Workiva Inc Wde… FA01/FA
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  128:26M                                    Workiva Inc Wde… FA01/FA
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  128:26M                                    Workiva Inc Wde… FA01/FA
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  127:25M                                    Lincoln Benefit Life Co.
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  127:25M                                    Lincoln Benefit Life Co.
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  127:25M                                    Lincoln Benefit Life Co.
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  127:25M                                    Lincoln Benefit Life Co.
 3/31/22  Everlake Life Insurance Co.       POS AM      3/30/22  127:25M                                    Lincoln Benefit Life Co.
 3/31/22  Lincoln Benefit Life Co.          S-1/A                  8:4.3M                                   Workiva Inc Wde… FA01/FA
 3/31/22  Lincoln Benefit Life Co.          S-1         4/01/22    8:4.3M                                   Workiva Inc Wde… FA01/FA
 3/30/22  Everlake Life Insurance Co.       POS AM               137:99M                                    Lincoln Benefit Life Co.
12/10/21  Lincoln Benefit Life Co.          S-1                    2:3.4M                                   Workiva Inc Wde… FA01/FA
 4/27/21  Allstate Life Ins Co. of New York S-1/A       4/26/21  110:22M                                    Workiva Inc Wde… FA01/FA
 4/21/21  Allstate Life Ins Co. of New York CORRESP¶    4/01/24    1:2.7M                                   Workiva Inc Wde… FA01/FA
 4/15/21  Lincoln Benefit Life Co.          S-1/A¶      4/15/21    7:3.1M                                   Workiva Inc Wde… FA01/FA
 4/15/21  Lincoln Benefit Life Co.          S-1/A¶      4/15/21    7:3.1M                                   Workiva Inc Wde… FA01/FA
 4/15/21  Lincoln Benefit Life Co.          S-1/A¶      4/15/21    9:4.2M                                   Workiva Inc Wde… FA01/FA
 4/15/21  Lincoln Benefit Life Co.          S-1/A¶      4/15/21    7:3.1M                                   Workiva Inc Wde… FA01/FA
 4/15/21  Lincoln Benefit Life Co.          S-1/A                  6:3.5M                                   Workiva Inc Wde… FA01/FA
 3/30/21  Allstate Life Ins Co. of New York S-1                  112:22M                                    Workiva Inc Wde… FA01/FA
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Workiva Inc Wde… FA01/FA
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Workiva Inc Wde… FA01/FA
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Workiva Inc Wde… FA01/FA
 3/30/21  Everlake Life Insurance Co.       POS AM               124:24M                                    Allstate Life Ins Co… NY
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Allstate Life Ins Co… NY
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Allstate Life Ins Co… NY
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Allstate Life Ins Co… NY
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Allstate Life Ins Co… NY
 3/30/21  Everlake Life Insurance Co.       POS AM               124:23M                                    Allstate Life Ins Co… NY
 3/30/21  Lincoln Benefit Life Co.          S-1         3/31/21    2:2.3M                                   Workiva Inc Wde… FA01/FA
 3/30/21  Lincoln Benefit Life Co.          S-1         3/31/21    2:2.7M                                   Workiva Inc Wde… FA01/FA
 3/30/21  Lincoln Benefit Life Co.          S-1         3/31/21    2:2.3M                                   Workiva Inc Wde… FA01/FA
 3/30/21  Lincoln Benefit Life Co.          S-1         3/31/21    2:2.3M                                   Workiva Inc Wde… FA01/FA
 3/30/21  Lincoln Benefit Life Co.          S-1                    2:3.4M                                   Workiva Inc Wde… FA01/FA

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Filing Submission 0001047469-04-009521 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Allstate Life Insurance Co – ‘10-K’ for 12/31/03 – EX-10.6

On: Friday, 3/26/04, at 2:49pm ET · For: 12/31/03 · Accession #: 1047469-4-9521 · File #: 0-31248

Annual Report — Form 10-KFiling Table of Contents

EX-10.6 — Material Contract

56 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K
Filing Table of Contents