UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 20, 2008
ALLSTATE LIFE INSURANCE COMPANY
(Exact name of Registrant as Specified in Charter)
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Illinois |
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0-31248 |
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36-2554642 |
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(State or other |
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(Commission |
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(IRS Employer |
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3100 Sanders Road |
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Northbrook, Illinois |
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60062 |
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(Address of Principal Executive Offices) |
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Registrant’s telephone number, including area code: (847) 402-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 — Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On May 20, 2008, Allstate Insurance Company (“AIC”), The Allstate Corporation, and certain affiliates, including the Registrant, entered into a Letter Agreement effective December 1, 2007. The parties have entered into certain agreements (“Agreements”) among themselves on various dates that make reference to a “monthly intercompany settlement process” with regard to the timing of payments due under these Agreements. In order to avoid any doubt with respect to the parties compliance with Statement of Statutory Accounting Principles No. 96 — Settlement Requirements for Intercompany Transactions, the parties have specified what the term “monthly intercompany settlement process” means by setting out specific dates for payments in this Letter Agreement, attached hereto as Exhibit 10.1.
The Registrant is a wholly-owned subsidiary of Allstate Insurance Company, a wholly-owned subsidiary of The Allstate Corporation.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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10.1 |
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Letter Agreement between Allstate Insurance Company, The Allstate Corporation and certain affiliates, including Allstate Life Insurance Company, effective December 1, 2007 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ALLSTATE LIFE INSURANCE COMPANY |
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By: |
/s/ Mary J. McGinn |
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Name: |
Mary J. McGinn |
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Title: |
Vice
President and |
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Date: May 22, 2008
3
EXHIBIT 10.1
THIS LETTER AGREEMENT (“Letter Agreement”) effective December 1, 2007 by and among Allstate Insurance Company (“AIC”), The Allstate Corporation (“Allcorp”) and those affiliates of AIC whose signatures appear below (“Certain Affiliates”). AIC, Allcorp, and Certain Affiliates are referred to herein collectively as the “Affiliates.”
WHEREAS, the Affiliates have entered into certain agreements among themselves on various dates that make reference to the “monthly intercompany settlement process” with regard to the timing of payments under such agreements (as listed in Exhibit A attached hereto, the “Agreements”); and
WHEREAS, in order to ensure compliance with Statement of Statutory Accounting Principles No. 96 — Settlement Requirements for Intercompany Transactions, the parties desire to specify the meaning of the “monthly intercompany settlement process” in this Letter Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be bound hereby, the parties agree as follows:
1. The parties hereby agree that references to the “monthly intercompany settlement process” in the Agreements shall mean the following:
a. All intercompany account receivable balances greater than or equal to $1 million between Affiliates where one or more of the Affiliates is an insurance company will be settled no less frequently than monthly on the last day of the month using the previous month’s ending balance.
b. All other intercompany account receivable balances between Affiliates will
be settled no less frequently than quarterly on the last day of each quarter
using the previous month’s ending balances, provided, however, that all
balances (payable or receivable) with Allstate Financial Services, LLC will be
settled monthly in accordance with 1.a.
IN WITNESS WHEREOF, the parties hereto have executed this Letter Agreement as of the day and year first set forth above.
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ALLSTATE INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President and Controller |
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THE ALLSTATE CORPORATION |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Controller, Vice President and |
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ALFS, INC. |
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By: |
/s/ Joseph P. Rath |
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Joseph P. Rath |
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Title: |
Vice President, General Counsel |
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and Assistant Secretary |
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ALIC REINSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ALLSTATE ASSIGNMENT COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ALLSTATE ASSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ALLSTATE COUNTY MUTUAL INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ALLSTATE DISTRIBUTORS, L.L.C. |
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By: |
/s/ Joseph P. Rath |
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Joseph P. Rath |
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Title: |
Vice President, General Counsel |
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and Secretary |
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ALLSTATE FINANCIAL ADVISORS, LLC |
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By: |
/s/ Joseph P. Rath |
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Joseph P. Rath |
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Title: |
Vice President, General Counsel |
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and Secretary |
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ALLSTATE FINANCIAL CORPORATION |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
President and Chief Executive Officer |
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ALLSTATE FINANCIAL SERVICES, LLC |
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By: |
/s/ Joseph P. Rath |
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Joseph P. Rath |
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Title: |
Vice President, General Counsel |
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and Secretary |
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ALLSTATE FINANCIAL, LLC |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
President and Chief Executive Officer |
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ALLSTATE FIRE AND CASUALTY INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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3
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ALLSTATE FLORIDIAN INDEMNITY COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ALLSTATE FLORIDIAN INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ALLSTATE INDEMNITY COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ALLSTATE INSURANCE COMPANY OF CANADA |
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By: |
/s/ F. James Harvey |
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F. James Harvey |
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Title: |
Vice President, Chief Financial Officer |
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and Secretary |
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ALLSTATE INTERNATIONAL INSURANCE HOLDINGS, INC. |
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By: |
/s/ Karen C. Gardner |
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Karen C. Gardner |
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Title: |
Senior Vice President |
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ALLSTATE INVESTMENT MANAGEMENT COMPANY |
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By: |
/s/ Mary J. McGinn |
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Mary J. McGinn |
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Title: |
Vice President, General Counsel |
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and Secretary |
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4
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ALLSTATE INVESTMENTS, LLC |
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By: |
/s/ Mary J. McGinn |
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Mary J. McGinn |
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Title: |
Vice President, General Counsel |
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and Secretary |
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ALLSTATE LIFE INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ALLSTATE MOTOR CLUB, INC. |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ALLSTATE NEW JERSEY INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ALLSTATE NEW JERSEY PROPERTY AND CASUALTY INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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5
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ALLSTATE NON-INSURANCE HOLDINGS, INC. |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ALLSTATE NORTH AMERICAN INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ALLSTATE PROPERTY AND CASUALTY INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ALLSTATE REINSURANCE LTD. |
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By: |
/s/ Karen C. Gardner |
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Karen C. Gardner |
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Title: |
Vice President |
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ALLSTATE SETTLEMENT CORPORATION |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ALLSTATE TEXAS LLOYD’S |
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By: |
ALLSTATE TEXAS LLOYD’S, INC. |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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6
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AMERICAN HERITAGE LIFE INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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AMERICAN HERITAGE LIFE INVESTMENT CORPORATION |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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AMERICAN HERITAGE SERVICE COMPANY |
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By: |
/s/ Karen C. Gardner |
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Karen C. Gardner |
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Title: |
Vice President |
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CHARTER NATIONAL LIFE INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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CONCORD HERITAGE LIFE INSURANCE COMPANY, INC. |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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DEERBROOK GENERAL AGENCY, INC. |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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7
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DEERBROOK INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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E.R.J. INSURANCE GROUP, INC. |
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By: |
/s/ Karen C. Gardner |
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Karen C. Gardner |
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Title: |
Vice President |
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ENCOMPASS FLORIDIAN INDEMNITY COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ENCOMPASS FLORIDIAN INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ENCOMPASS HOME AND AUTO INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ENCOMPASS INDEMNITY COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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8
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ENCOMPASS INDEPENDENT INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ENCOMPASS INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ENCOMPASS INSURANCE COMPANY OF AMERICA |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ENCOMPASS INSURANCE COMPANY OF MASSACHUSETTS |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ENCOMPASS INSURANCE COMPANY OF NEW JERSEY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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ENCOMPASS PROPERTY AND CASUALTY COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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9
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ENCOMPASS PROPERTY AND CASUALTY INSURANCE COMPANY OF NEW JERSEY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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FIRST COLONIAL INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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INTRAMERICA LIFE INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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IVANTAGE SELECT AGENCY, INC. |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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KENNETT CAPITAL HOLDINGS, LLC |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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KENNETT CAPITAL, INC. |
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By: |
/s/ Steven C. Verney |
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Steven C. Verney |
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Title: |
Treasurer |
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10
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KENNETT CAPITAL PARTNERS, LLC |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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LINCOLN BENEFIT LIFE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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NORTHBROOK INDEMNITY COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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NORTHBROOK SERVICES, INC. |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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PAFCO INSURANCE COMPANY |
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By: |
/s/ F. James Harvey |
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F. James Harvey |
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Title: |
Vice President, Chief Financial Officer |
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and Corporate Secretary |
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PEMBRIDGE AMERICA INC. |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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11
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PEMBRIDGE INSURANCE COMPANY |
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By: |
/s/ F. James Harvey |
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F. James Harvey |
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Title: |
Vice President, Chief Financial Officer |
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and Secretary |
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ROADWAY PROTECTION AUTO CLUB, INC. |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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STERLING COLLISION CENTERS, INC. |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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SURETY LIFE INSURANCE COMPANY |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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TECH-COR, LLC |
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By: |
/s/ Samuel H. Pilch |
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Samuel H. Pilch |
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Title: |
Group Vice President |
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and Controller |
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THE ALLSTATE FOUNDATION |
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By: |
/s/ Steven C. Verney |
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Steven C. Verney |
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|
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Title: |
Treasurer |
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12
Exhibit A
List of Agreements
1. Service Agreement between Allstate Insurance Company and Allstate Financial Services, LLC, effective August 1, 1999
2. Amended and Restated Service and Expense Agreement among Allstate Insurance Company, The Allstate Corporation and certain affiliates, effective January 1, 2004
3. Master Service Agreement between Allstate Insurance Company and American Heritage Life Insurance Company, effective January 1, 2003
13