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As filed with the Securities and Exchange Commission on December 11, 2008

-----------------------------------------------------------------------------

FILE NO. 333- ______

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

FORM S-3

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

ALLSTATE LIFE INSURANCE COMPANY

(Exact Name of Registrant)

 

ILLINOIS 36-2554642

(State or Other Jurisdiction of (I.R.S. Employer

Incorporation or Organization) Identification Number)

 

3100 SANDERS ROAD

NORTHBROOK, ILLINOIS 60062

847/402-5000

(Address and Phone Number of Principal Executive Office)

 

SUSAN L. LEES

SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL

ALLSTATE LIFE INSURANCE COMPANY

3100 SANDERS ROAD, SUITE J5B

NORTHBROOK, ILLINOIS 60062

847/402-5000

(Name, Complete Address and Telephone Number of Agent for Service)

 

COPIES TO:

 

JOCELYN LIU, ESQUIRE

ALLSTATE LIFE INSURANCE COMPANY

3100 SANDERS ROAD, SUITE J5B

NORTHBROOK, IL 60062

 

Approximate date of commencement of proposed sale to the public: The annuity contracts and interests thereunder covered by this registration statement are to be issued promptly and from time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are being offered

pursuant to dividend or interest reinvestment plans, please check the following

box: / /

 

If any of the securities being registered on this Form are to be offered on a

delayed or continuous basis pursuant to Rule 415 under the Securities Act of

1933, other than securities offered only in connection with dividend or interest

reinvestment plans, check the following box. /X/

 

If this Form is filed to register additional securities for an offering pursuant

to Rule 462(b) under the Securities Act, please check the following box and list

the Securities Act registration statement number of the earlier effective

registration statement for the same offering. / /

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under

the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. / /

 

If this Form is a registration statement pursuant to General Instruction I.D. or

a post-effective amendment thereto that shall become effective upon filing with

the Commission pursuant to Rule 462(e) under the Securities Act, check the

following box: /X/

 

If this Form is a post-effective amendment to a registration statement filed

pursuant to General Instruction I.D. filed to register additional securities or

additional classes of securities pursuant to Rule 413(b) under the Securities

Act, check the following box.

/ /

 

Indicate by checkmark whether the registrant is a large accelerated filer, an

accelerated filer, a non-accelerated filer, or a smaller reporting company. See

definitions of “large accelerated filer,” “accelerated filer” and “smaller

reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer / /

Accelerated filer / /

 

Non-accelerated filer /X/ (Do not check if a smaller reporting company)

 

Smaller reporting company / /

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered

Amount to be registered (1)

Proposed maximum offering price per unit

Proposed maximum aggregate offering price (1)

Amount of registration fee

Deferred annuity interests and participating interests therein

$1,500,000,000

(1)

$1,500,000,000

$58,950

(2)

 

 

(1) The maximum aggregate offering price is estimated solely for the purpose of determining the registration fee. The amount being registered and the proposed maximum offering price per unit are not applicable in that the Contract does not provide for a predetermined amount or number of units.

 

(2) Pursuant to Rule 457(p) under the Securities Act of 1933, unsold units of interest under deferred annuity contracts previously registered on Form S-3 Registration Statement (File No. 333-152028, filed on June 30, 2008) are being carried forward to this Registration Statement. As of September 30, 2008, the amount of unsold units of interest was $ 375,677,264.85. A registration fee in the amount of $35,370 was previously paid in connection with File No. 333-152028. With regard to any registration fee to be paid in the future, Registrant anticipates deferring payment of such fee in accordance with Rules 456(b) and 457(r).

 

Explanatory Note

 

Registrant is filing this registration statement for the purpose of including the Prospectus Supplement in the Registration Statement and for registering additional interests under a deferred annuity contract previously described in the prospectus contained in Registrant’s Form S-3 registration statement (File No. 333-150584). Registrant incorporates herein by reference that prospectus, which remains unchanged, except as specifically noted herein.

 

Allstate Life Insurance Company

 

Supplement, dated December 11, 2008 to

the Allstate® ChoiceRate Annuity

 

 

This supplement amends certain disclosure contained in the above-referenced prospectus for certain annuity contracts issued by Allstate Life Insurance Company.

 

Under the “More Information” section, the subsection entitled “Legal Matters” is deleted and replaced with the following:

 

LEGAL MATTERS

Certain matters of state law pertaining to the Contracts, including the validity of the Contracts and Allstate Life’s right to issue such Contracts under applicable state insurance law, have been passed upon by Susan L. Lees, General Counsel of Allstate Life.

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

 

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

Registrant anticipates that it will incur the following approximate expenses in connection with the issuance and distribution of the securities to be registered:

 

Registration fees............................

$94,320 (including $35,370, which was previously registered)

Cost of printing and engraving..............

$15,000

Legal fees...................................

$15,000

Accounting fees..............................

$15,000

Mailing fees.................................

$25,000

 

 

 

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

The By-laws of Allstate Life Insurance Company (“Registrant”) provide that

Registrant will indemnify all of its directors, former directors, officers and

former officers, to the fullest extent permitted under law, who were or are a

party or are threatened to be made a party to any proceeding by reason of the

fact that such persons were or are directors or officers of Registrant, against

liabilities, expenses, judgments, fines and amounts paid in settlement actually

and reasonably incurred by them. The indemnity shall not be deemed exclusive of

any other rights to which directors or officers may be entitled by law or under

any articles of incorporation, bylaw, agreement, vote of stockholders or

disinterested directors or otherwise. In addition, the indemnity shall inure to

the benefit of the legal representatives of directors and officers or of their

estates, whether such representatives are court appointed or otherwise

designated, and to the benefit of the heirs of such directors and officers. The

indemnity shall extend to and include claims for such payments arising out of

any proceeding commenced or based on actions of such directors and officers

taken prior to the effectiveness of this indemnity; provided that payment of

such claims had not been agreed to or denied by Registrant before such date.

 

The directors and officers of Registrant have been provided liability insurance

for certain losses arising from claims or charges made against them while acting

in their capacities as directors or officers of Registrant.

 

 

 

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

Exhibit No.

Description

 

(1) Underwriting Agreement between Allstate Life Insurance Company and Allstate

Distributors, L.L.C. (Incorporated herein by reference to Pre-Effective

Amendment No. 1 to the Form N-4 Registration Statement of Allstate Life

Insurance Company Separate Account A (File No. 333-31288) dated April 27, 2000.)

 

(2) None

 

(4) Form of Single Premium Deferred Annuity Certificate and Application

(Incorporated herein by reference to Registrant’s initial Form S-3 Registration

Statement (File No. 333-105208) dated May 13, 2003.)

 

(5)(a) Opinion and Consent of General Counsel re: Legality (filed herewith).

 

(8) None

 

(11) None

 

(12) None

 

(15) Letter re: unaudited interim financial information from Registered Public Accounting Firm (filed herewith).

 

(23)(a) Consent of Independent Registered Public Accounting Firm (filed herewith).

 

(24)(a) Powers of Attorney for David A. Bird, Michael B. Boyle, Don Civgin, Frederick F. Cripe, Judith P. Greffin, James E. Hohmann, Susan L. Lees, John C. Lounds, Samuel H. Pilch, John C. Pintozzi, Desiree Rogers, George E. Ruebenson, Eric A. Simonson, Kevin R. Slawin, Douglas B. Welch, and Thomas J. Wilson, (filed herewith).

 

(25) None

 

(26) None

 

(27) Not applicable

 

(99) Experts (filed herewith).

 

 

 

ITEM 17.

UNDERTAKINGS.

 

The undersigned registrant hereby undertakes:

 

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

 

(i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof ) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

 

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registrationstatement.

 

(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

 

(3) (a) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering,

 

(3)(b) that, for purposes of determining any liability under the Securities Act of 1933, each filing if the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant, Allstate Life

Insurance Company, pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Township of Northfield, State of Illinois on the 11th day of December, 2008.

 

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

By: 


/s/ SUSAN L. LEES

 

Susan L. Lees

Director, Senior Vice President, Secretary and General Counsel

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on the 11th day of December, 2008.

 

*/DAVID A. BIRD

David A. Bird

 

Director and Senior Vice President

*/MICHAEL B. BOYLE

Michael B. Boyle

 

Director and Senior Vice President

 

 

*/ DON CIVGIN

Don Civgin

 

 Director

*/ FREDERICK F. CRIPE

Frederick F. Cripe

 

Director and Executive Vice President

*/ JUDITH P. GREFFIN

Judith P. Greffin

 

 Director, Senior Vice President and Chief Investment Officer

*/JAMES E. HOHMANN

James E. Hohmann

 

Director, President and Chief Executive Officer

(Principal Executive Officer)

 

/s/ SUSAN L. LEES

Susan L. Lees

 

Director, Senior Vice President, General Counsel and Secretary

*/JOHN C. LOUNDS

John C. Lounds

 

Director and Senior Vice President

*/JOHN C. PINTOZZI

John C. Pintozzi

 

Director, Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

 

*/SAMUEL H. PILCH

Samuel H. Pilch

 

Controller and Group Vice President

(Principal Accounting Officer)

 

*/DESIREE ROGERS

Desiree Rogers

 

 Director and Senior Vice President

*/GEORGE E. RUEBENSON

George E. Ruebenson

 

Director

*/ERIC A. SIMONSON

Eric A. Simonson

 

Director and Senior Vice President

*/KEVIN R. SLAWIN

Kevin R. Slawin

 

Director and Senior Vice President

*/DOUGLAS B. WELCH

Douglas B. Welch

 

Director and Senior Vice President

*/THOMAS J. WILSON

Thomas J. Wilson

 

Director and Chairman of the Board

*/ By Susan L. Lees, pursuant to Powers of Attorney filed herewith.

 

EXHIBIT LIST

 

The following exhibits are filed herewith:

Exhibit No.

 

Description

(5)(a)

Opinion and Consent of General Counsel re: Legality

 

(15)

Letter re: unaudited interim financial information from Registered Public Account Firm.

 

(23)(a)

Consent of Independent Registered Public Accounting Firm.

 

(24)(a)

Powers of Attorney for David A. Bird, Michael B. Boyle, Don Civgin, Frederick F. Cripe, Judith P. Greffin, James E. Hohmann, Susan L. Lees, John C. Lounds, Samuel H. Pilch, John C. Pintozzi, Desiree Rogers, George E. Ruebenson, Eric A. Simonson, Kevin R. Slawin, Douglas B. Welch, and Thomas J. Wilson

 

(99)

Experts.

 

 

 

Allstate Life Insurance Company

3100 Sanders Road, Suite J5B Northbrook, IL 60062

Phone 847.402. 2271 Fax 847.402.3781

Email SLees@allstate.com

 

Susan L. Lees

Senior Vice President, Secretary

and General Counsel

 

Law & Regulation

 

December 11, 2008

 

To:

Allstate Life Insurance Company

 

Northbrook, IL 60062

 

From:

Susan L. Lees

 

Senior Vice President, Secretary and General Counsel

 

Re:

Form S-3 Registration Statement Under the Securities Act of 1933

 

File No. 333 –

 

Allstate® ChoiceRate Annuity

 

With reference to the Form S-3 Registration Statement filed by Allstate Life Insurance Company (the “Company”), as Registrant, with the Securities and Exchange Commission covering the Allstate® ChoiceRate Annuity Contract described therein, I have examined such documents and such law as I have considered necessary and appropriate, and on the basis of such examination, it is my opinion that as of December 11, 2008:

 

 

1)

The Company is duly organized and existing under the laws of the State of Illinois and has been duly authorized to do business and to issue the Certificates by the Director of Insurance of the State of Illinois.

 

 

2)

The securities registered by the above Registration Statement when issued will be valid, legal and binding obligations of the Company.

 

I hereby consent to the filing of this opinion as an exhibit to the above referenced Registration Statement and to the use of my name under the caption “Legal Matters” in the prospectus constituting part of the Registration Statement.

 

 

Sincerely,


/s/ Susan L. Lees

 

 

Susan L. Lees

Senior Vice President, Secretary and General Counsel

 

 

 

 

Deloitte

 

Deloitte & Touche LLP

111S Wacker Dr

Chicago, IL 60606

USA

 

Tel:

312-486-1200

Fax: 312-486-1486

www.deloitte.com

 

December 5, 2008

 

Board of Directors

Allstate Life Insurance Company

Northbrook, Illinois

 

We have reviewed, in accordance with standards of the Public Company Accounting Oversight Board (United States), the unaudited condensed consolidated interim financial information of Allstate Life Insurance Company and subsidiaries as of March 31, 2008, June 30, 2008, and September 30, 2008 and for the three-month periods ended March 31, 2008 and 2007, three-month and six-month periods ended June 30, 2008 and 2007, and three-month and nine-month periods ended September 30, 2008 and 2007, and have issued our reports dated May 12, 2008, August 7, 2008, and November 10, 2008, respectively. As indicated in such reports, because we did not perform an audit, we expressed no opinion on that information.

 

We are aware that our reports referred to above, which were included in your Quarterly Report on Form 10-Q for the quarters ended March 31, 2007, June 30, 2008 and September 30, 2008, are being used in this Registration Statement.

 

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

 

/s/ Deloitte & Touche

 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 13, 2008 (which report expresses an unqualified opinion with respect to the consolidated financial statements and includes an explanatory paragraph relating to a change in method of accounting for uncertainty in income taxes and accounting for deferred acquisition costs associated with internal replacements in 2007), relating to the consolidated financial statements and financial statement schedules of Allstate Life Insurance Company appearing in the Annual Report on Form 10-K of Allstate Life Insurance Company for the year ended December 31, 2007, to its use in the Prospectus (included as part of Registration Statement No. 333-150584), which is incorporated by reference in this Registration Statement, and to the reference to us under the heading “Experts” in Exhibit 99 of Part II of this Registration Statement.

 

/s/ Deloitte & Touche

 

Chicago, Illinois

 

December 5, 2008

 

 

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned director of Allstate Life Insurance Company constitutes and appoints James E. Hohmann and Susan L. Lees and each of them (with full power to each of them to act alone) as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ DAVID A. BIRD

------------------------------

David A. Bird

Director and Senior Vice President

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned director of Allstate Life Insurance Company constitutes and appoints James E. Hohmann and Susan L. Lees and each of them (with full power to each of them to act alone) as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ MICHAEL B. BOYLE

------------------------------

Michael B. Boyle

Director and Senior Vice President

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned director of Allstate Life Insurance Company constitutes and appoints James E. Hohmann and Susan L. Lees and each of them (with full power to each of them to act alone) as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ DON CIVGIN

------------------------------

Don Civgin

Director

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned director of Allstate Life Insurance Company constitutes and appoints James E. Hohmann and Susan L. Lees and each of them (with full power to each of them to act alone) as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ FREDERICK F. CRIPE

-------------------------------------

Frederick F. Cripe

Director and Executive Vice President

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned director of Allstate Life Insurance Company constitutes and appoints James E. Hohmann and Susan L. Lees and each of them (with full power to each of them to act alone) as her true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ JUDITH P. GREFFIN

----------------------------------

Judith P. Greffin

Director, Senior Vice President and Chief Investment Officer

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned director of Allstate Life Insurance Company constitutes and appoints Susan L. Lees and John C. Pintozzi and each of them (with full power to each of them to act alone) as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ JAMES E. HOHMANN

------------------------------------

James E. Hohmann

Director, President and Chief Executive Officer

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned director of Allstate Life Insurance Company constitutes and appoints James E. Hohmann and John C. Pintozzi and each of them (with full power to each of them to act alone) as her true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ SUSAN L. LEES

------------------------------

Susan L. Lees

Director, Senior Vice President, General Counsel and Secretary

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned director of Allstate Life Insurance Company constitutes and appoints James E. Hohmann and Susan L. Lees and each of them (with full power to each of them to act alone) as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ JOHN C. LOUNDS

------------------------------

John C. Lounds

Director and Senior Vice President

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned officer of Allstate Life Insurance Company constitutes and appoints James E. Hohmann and Susan L. Lees and each of them (with full power to each of them to act alone) as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ SAMUEL H. PILCH

--------------------------------

Samuel H. Pilch

Group Vice President and Controller

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned director of Allstate Life Insurance Company constitutes and appoints James E. Hohmann and Susan L. Lees and each of them (with full power to each of them to act alone) as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ JOHN C. PINTOZZI

---------------------------------

John C. Pintozzi

Director, Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned director of Allstate Life Insurance Company constitutes and appoints James E. Hohmann and
Susan L. Lees and each of them (with full power to each of them to act alone) as her true and lawful attorney in-
fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ DESIREE ROGERS

-------------------------------------------

Desiree Rogers

Director and Senior Vice President

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned director of Allstate Life Insurance Company constitutes and appoints James E. Hohmann and Susan L. Lees and each of them (with full power to each of them to act alone) as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ GEORGE E. RUEBENSON

-------------------------------------------

George E. Ruebenson

Director

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned director of Allstate Life Insurance Company constitutes and appoints James E. Hohmann and Susan L. Lees and each of them (with full power to each of them to act alone) as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ ERIC A. SIMONSON

----------------------------------

Eric A. Simonson

Director and Senior Vice President

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned director of Allstate Life Insurance Company constitutes and appoints James E. Hohmann and Susan L. Lees and each of them (with full power to each of them to act alone) as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ KEVIN R. SLAWIN

------------------------------

Kevin R. Slawin

Director and Senior Vice President

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned director of Allstate Life Insurance Company constitutes and appoints James E. Hohmann and Susan L. Lees and each of them (with full power to each of them to act alone) as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ DOUGLAS B. WELCH

-----------------------------------

Douglas B. Welch

Director and Senior Vice President

POWER OF ATTORNEY

 

WITH RESPECT TO

 

ALLSTATE LIFE INSURANCE COMPANY

(REGISTRANT)

 

The undersigned director of Allstate Life Insurance Company constitutes and appoints James E. Hohmann and Susan L. Lees and each of them (with full power to each of them to act alone) as his true and lawful attorney-in-fact and agent, in any and all capacities, to sign this Form S-3 registration statement of Allstate Life Insurance Company, as registrant, and any amendments thereto, and to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.

 

December 5, 2008

 

/s/ THOMAS J. WILSON

-----------------------------------

Thomas J. Wilson

Director and Chairman of the Board

 

 

 

 

 

EXPERTS

 

The consolidated financial statements and the related financial statement schedules, incorporated in this prospectus by reference from the Allstate Life Insurance Company’s Annual Report on Form 10-K for the year ended December 31, 2007, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report dated March 13, 2008 (which report expresses an unqualified opinion with respect to the consolidated financial statements and includes an explanatory paragraph relating to a change in method of accounting for uncertainty in income taxes and accounting for deferred acquisition costs associated with internal replacements in 2007). Such financial statements and related financial statement schedules have been have been so incorporated by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.