Licensing Agreement

FORM OF AMENDED AND RESTATED NAME LICENSING AGREEMENT


between


ALLSTATE INSURANCE COMPANY


and


ALLSTATE LIFE GLOBAL FUNDING


Dated as of -, 2006


===============================================================================


TABLE OF CONTENTS


PAGE


ARTICLE 1
DEFINITIONS


SECTION 1.1 Definitions....................................................................1 SECTION 1.2 Other Definitional Provisions..................................................2


ARTICLE 2
CONTINUATION OF GRANT OF LICENSE; INDEPENDENT CONTRACTORS


SECTION 2.1 Continuation of Grant of License...............................................3 SECTION 2.2 Independent Contractors........................................................3 SECTION 2.3 Continuation of the Base Name Licensing Agreement..............................3


ARTICLE 3
AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE


SECTION 3.1 Agreements and Acknowledgements of Licensee....................................3


ARTICLE 4
INFRINGEMENT PROCEEDINGS


SECTION 4.1 Notification of Unauthorized Use...............................................5 SECTION 4.2 Payments for Damages...........................................................5


ARTICLE 5
TERM AND TERMINATION


SECTION 5.1 Term...........................................................................5 SECTION 5.2 Automatic Termination..........................................................6 SECTION 5.3 Immediate Termination..........................................................6 SECTION 5.4 Termination on Notice..........................................................6


ARTICLE 6
EFFECT OF TERMINATION


SECTION 6.1 Discontinuation of Use of Licensed Marks.......................................6 SECTION 6.2 Licensee Cooperation...........................................................6 SECTION 6.3 Rights in Licensed Marks.......................................................7


i


ARTICLE 7
MISCELLANEOUS


SECTION 7.1 Enforcement....................................................................7 SECTION 7.2 Severability...................................................................7 SECTION 7.3 Entire Agreement...............................................................7 SECTION 7.4 Amendments.....................................................................7 SECTION 7.5 Governing Law..................................................................7 SECTION 7.6 Consent to Jurisdiction........................................................7 SECTION 7.7 Waiver of Jury Trial...........................................................8 SECTION 7.8 No Waiver......................................................................8 SECTION 7.9 Remedies Cumulative............................................................8 SECTION 7.10 Notices........................................................................8 SECTION 7.11 Counterparts...................................................................9 SECTION 7.12 Limitation of Delaware Trustee Liability.......................................9


Appendix A Licensed Marks


ii
This AMENDED AND RESTATED NAME LICENSING AGREEMENT dated as of -, 2006 (this "Amended and Restated Name Licensing Agreement"), between Allstate Insurance Company ("Licensor"), an Illinois stock insurance company, and Allstate Life Global Funding ("Licensee"), a statutory trust organized under the laws of the State of Delaware,


W I T N E S S E T H:


WHEREAS, Licensor and Licensee entered into that certain Name Licensing Agreement, dated as of April 27, 2004, as amended and restated by the Amended and Restated Name Licensing Agreement, dated as of August 16, 2005 (as so amended and restated, the "Base Name Licensing Agreement"), and the parties hereto desire to amend and restate the Base Name Licensing Agreement in its entirety;


WHEREAS, Licensor is the owner of the Licensed Marks (as defined below);


WHEREAS, Licensee desires to use the Licensed Marks and use Allstate as part of its company name; and


WHEREAS, Licensor and Licensee wish to formalize the agreement between them regarding Licensee's use of the Licensed Marks;


NOW, THEREFORE, in consideration of the mutual promises set forth in this Amended and Restated Name Licensing Agreement and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows:


ARTICLE 1
DEFINITIONS


SECTION 1.1 Definitions. The following terms, as used herein, have the following meanings:


"Amended and Restated Name Licensing Agreement" means this instrument, as originally executed, and as the same may be amended, supplemented, modified, restated or replaced from time to time.


"Amended and Restated Trust Agreement" means that certain Amended and Restated Trust Agreement of Licensee, dated as of -, 2006, as the same may be amended, supplemented, modified, restated or replaced from time to time.


"Base Name Licensing Agreement" has the meaning ascribed in the first recital.


"Delaware Trustee" has the meaning ascribed in Section 7.12.


1


"Licensed Marks" shall include all marks listed on Appendix A attached hereto as the same may be amended, supplemented, modified, restated or replaced from time to time.


"Licensed Services" means the activities necessary to accomplish all purposes of Licensee as set forth in the Amended and Restated Trust Agreement.


"Licensee" means Allstate Life Global Funding, a statutory trust organized under the laws of the State of Delaware.


"Licensor" means Allstate Insurance Company, an Illinois stock insurance company, and its successors.


"Person" means any natural person, corporation, limited partnership, general partnership, joint stock company, limited liability company, joint venture, association, company, trust (including any beneficiary thereof), bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and governments and agencies and political subdivisions thereof.


"Territory" shall mean worldwide.


SECTION 1.2 Other Definitional Provisions. For all purposes of this Amended and Restated Name Licensing Agreement except as otherwise expressly provided or unless the context otherwise requires:


(a) the terms defined in this Article shall have the meanings ascribed to
them in this Article and shall include the plural as well as the
singular;


(b) the words "include", "includes" and "including" shall be construed to
be followed by the words "without limitation";


(c) Article and Section headings are for the convenience of the reader and
shall not be considered in interpreting this Amended and Restated Name
Licensing Agreement or the intent of the parties to this Amended and
Restated Name Licensing Agreement;


(d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Amended and Restated Name Licensing
Agreement as a whole and not to any particular Article, Section,
Appendix or other subdivision; and


(e) references herein to Articles, Sections and Appendices shall, unless
otherwise specified, refer respectively to Articles, Sections and
Appendices hereof.


2


ARTICLE 2
CONTINUATION OF GRANT OF LICENSE; INDEPENDENT CONTRACTORS


SECTION 2.1 Continuation of Grant of License. Licensor has previously granted to Licensee, and Licensor hereby agrees to continue to grant to Licensee for the term of this Amended and Restated Name Licensing Agreement, a nonexclusive, nontransferable right and license to use the Licensed Marks for the Licensed Services within the Territory. Licensor is not representing that it has rights with respect to Licensed Marks or the Licensed Marks in every jurisdiction within the Territory.


SECTION 2.2 Independent Contractors. Licensor and Licensee are independent contractors and are not, and shall not, represent themselves as principal and agent, partners or joint venturers.


...