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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 2006
- -------------------------------------------------------------------------------
FILE NO. 333-102319
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALLSTATE LIFE INSURANCE COMPANY
(Exact Name of Registrant)
ILLINOIS
(State or Other Jurisdiction
of Incorporation or Organization)
36-2554642
(I.R.S. Employer Identification Number)
3100 SANDERS ROAD, NORTHBROOK, ILLINOIS 60062
847-402-2400
(Address and Phone Number of Principal Executive Office)
MICHAEL J. VELOTTA
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ALLSTATE LIFE INSURANCE COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847-402-2400
(Name, Complete Address and Telephone Number of Agent for Service)
COPIES TO:
CHARLES SMITH, ESQ. DANIEL J. FITZPATRICK, ESQ.
ALLSTATE LIFE INSURANCE COMPANY MORGAN STANLEY DW INC.
3100 SANDERS ROAD, SUITE J5B 1585 BROADWAY
NORTHBROOK, ILLINOIS 60062 NEW YORK, NEW YORK 10036
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 to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box, [X].
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
Explanatory Note
Registrant is filing this post-effective amendment ("Amendment") to add a
corrected Part II to the registration statement. The Part II replaces the Part
II filed in Post-Effective Amendment No. 4 to the registration statement on
April 5, 2006 ("Post-Effective Amendment No. 4"). The prospectus describing the
Contract filed in Post-Effective Amendment No. 4 is incorporated herein by
reference. The Amendment is not intended to amend or delete any part of the
registration statement, except as specifically noted herein.
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....................$75,000
Cost of printing and engraving.......$500
Legal fees...........................$4,000
Accounting fees......................$15,000
Mailing fees.........................$500
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) Form of Underwriting Agreement. (Incorporated herein by reference to
Post-Effective Amendment No. 13 to the Form N-4 Registration Statement of
Northbrook Variable Annuity Account II of Northbrook Life Insurance Company
(File No. 033-35412)dated December 31, 1996).
(2) None
(4)(a) Form of Flexible Premium Deferred Annuity Certificate and Application.
(Incorporated herein by reference to Post-Effective Amendment No. 4 to
Registration Statement (File No. 033-90272)dated April 29, 1999).
(b) Form of Contract Endorsement to Flexible Premium Deferred Annuity
Certificate. (Previously filed in the initial Form S-3 to the Registration
Statement (File No. 333-102319) dated January 2, 2003).
(5) Opinion and Consent of General Counsel re Legality. (Previously filed in the
initial Form S-3 to the Registration Statement (File No. 333-102319) dated
January 2, 2003).
(8) None
(11) None
(12) None
(15) Independent Auditors' awareness letter. (Previously filed in the initial
Form S-3 to the Registration Statement (File No. 333-102319) dated January 2,
2003)
(23) Consent of Independent Registered Public Accounting Firm (Previously filed
in Post-Effective Amendment No. 4 to this Registration Statement (File No.
(File No. 333-102319) dated April 5, 2006.)
(24) Powers of Attorney for David A. Bird, Danny L. Hale, Edward M. Liddy, John
C. Lounds, Samuel H. Pilch, John C. Pintozzi, Eric A. Simonson, Kevin R. Slawin,
Casey J. Sylla, Michael J. Velotta, Douglas B. Welch, and Thomas J. Wilson, II
filed herewith.
(25) None
(26) None
(27) Not applicable
(99)(a) Merger Agreement and Articles of Merger between Northbrook Life
Insurance Company and Registrant. (Previously filed in the initial Form S-3 to
the Registration Statement (File No. 333-102319) dated January 2, 2003).
(99)(b) Experts (Previously filed in Post-Effective Amendment No. 4 to this
Registration Statement (File No.(File No. 333-102319) dated April 5, 2006.)
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 the undertakings set forth in paragraphs (i),
(ii) and (iii) above do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of this registration
statement.
(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) 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.
(4) That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of
a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.
(5) That, for the purpose of determining liability of the Registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
The undersigned Registrant undertakes that in a primary offering of securities
of the undersigned Registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned Registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned Registrant or used or referred to by the undersigned
Registrant;
(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its
securities provided by or on behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 ("Act") may be permitted to directors, officers and controlling persons
of the Registrant 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 the Registrant of expenses
incurred or paid by a director, officers 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 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 20th day of April, 2006.
ALLSTATE LIFE INSURANCE COMPANY
(REGISTRANT)
By: /S/ MICHAEL J. VELOTTA
--------------------------
Michael J. Velotta
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 and on the
20th day of April, 2006.
*/DAVID A. BIRD Director and Senior Vice President
- -----------------------
David A. Bird
*/DANNY L. HALE Director
- ----------------------
Danny L. Hale
*/EDWARD M. LIDDY Director
- -----------------------
Edward M. Liddy
*/JOHN C. LOUNDS Director and Senior Vice President
- -----------------------
John C. Lounds
*/SAMUEL H. PILCH Controller and Group Vice President
- ------------------------ (Principal Accounting Officer)
Samuel H. Pilch
*/JOHN C. PINTOZZI Director, Senior Vice President and Chief
- ------------------------ Financial Officer
JOHN C. Pintozzi (Principal Financial Officer)
*/ERIC A. SIMONSON Director, Senior Vice President and Chief
- ------------------------- Investment Officer
Eric A. Simonson
*/KEVIN R. SLAWIN Director and Senior Vice President
- ------------------------
Kevin R. Slawin
*/CASEY J. SYLLA Director, Chairman of the Board and
- ---------------------- President
Casey J. Sylla (Principal Executive Officer)
/s/MICHAEL J. VELOTTA Director, Senior Vice President, General
- ---------------------- Counsel and Secretary
Michael J. Velotta
*DOUGLAS B. WELCH Director and Senior Vice President
- -----------------------
Douglas B. Welch
*/THOMAS J. WILSON II Director
- -----------------------
Thomas J. Wilson II
*/ By Michael J. Velotta, pursuant to Power of Attorney, filed herewith
or previously filed.
EXHIBIT LIST
Exhibit No. Description
(24) Powers of Attorney for David A. Bird, Danny L. Hale, Edward M.
Liddy, John C. Lounds, Samuel H. Pilch, John C. Pintozzi, Eric A.
Simonson, Kevin R. Slawin, Casey J. Sylla, Michael J. Velotta,
Douglas B. Welch, and Thomas J. Wilson, II.
Exhibit 24
POWER OF ATTORNEY
WITH RESPECT TO
ALLSTATE LIFE INSURANCE COMPANY
(DEPOSITOR)
The undersigned director of Allstate Life Insurance Company constitutes and
appoints Casey J. Sylla and Michael J. Velotta, 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 the following registration statements:
File Nos. 333-123847, 333-105331, 333-132994, 333-102319, 333-121811 and
333-100068 of Allstate Life Insurance Company, 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.
April 18, 2006
/s/ DAVID A. BIRD
- ----------------------
David A. Bird
Director
POWER OF ATTORNEY
WITH RESPECT TO
ALLSTATE LIFE INSURANCE COMPANY
(DEPOSITOR)
The undersigned director of Allstate Life Insurance Company constitutes and
appoints Casey J. Sylla and Michael J. Velotta, 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 the following registration statements:
File Nos. 333-123847, 333-105331, 333-132994, 333-102319, 333-121811 and
333-100068 of Allstate Life Insurance Company, 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.
April 18, 2006
/s/ DANNY L. HALE
- ----------------------
Danny L. Hale
Director and Senior Vice President
POWER OF ATTORNEY
WITH RESPECT TO
ALLSTATE LIFE INSURANCE COMPANY
(DEPOSITOR)
The undersigned director of Allstate Life Insurance Company constitutes and
appoints Casey J. Sylla and Michael J. Velotta, 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 the following registration statements:
File Nos. 333-123847, 333-105331, 333-132994, 333-102319, 333-121811 and
333-100068 of Allstate Life Insurance Company, 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.
April 18, 2006
/s/ EDWARD M. LIDDY
- ----------------------
Edward M. Liddy
Director
POWER OF ATTORNEY
WITH RESPECT TO
ALLSTATE LIFE INSURANCE COMPANY
(DEPOSITOR)
The undersigned director of Allstate Life Insurance Company constitutes and
appoints Casey J. Sylla and Michael J. Velotta, 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 the following registration statements:
File Nos. 333-123847, 333-105331, 333-132994, 333-102319, 333-121811 and
333-100068 of Allstate Life Insurance Company, 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.
April 18, 2006
/s/ JOHN C. LOUNDS
- ----------------------
John C. Lounds
Director and Senior Vice President
POWER OF ATTORNEY
WITH RESPECT TO
ALLSTATE LIFE INSURANCE COMPANY
(DEPOSITOR)
The undersigned director of Allstate Life Insurance Company constitutes and
appoints Casey J. Sylla and Michael J. Velotta, 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 the following registration statements:
File Nos. 333-123847, 333-105331, 333-132994, 333-102319, 333-121811 and
333-100068 of Allstate Life Insurance Company, 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.
April 18, 2006
/s/ SAMUEL H. PILCH
- ----------------------
Samuel H. Pilch
Group Vice President and Controller
POWER OF ATTORNEY
WITH RESPECT TO
ALLSTATE LIFE INSURANCE COMPANY
(DEPOSITOR)
The undersigned director of Allstate Life Insurance Company constitutes and
appoints Casey J. Sylla and Michael J. Velotta, 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 the following registration statements:
File Nos. 333-123847, 333-105331, 333-132994, 333-102319, 333-121811 and
333-100068 of Allstate Life Insurance Company, 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.
April 18, 2006
/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
(DEPOSITOR)
The undersigned director of Allstate Life Insurance Company constitutes and
appoints Casey J. Sylla and Michael J. Velotta, 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 the following registration statements:
File Nos. 333-123847, 333-105331, 333-132994, 333-102319, 333-121811 and
333-100068 of Allstate Life Insurance Company, 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.
April 18, 2006
/s/ ERIC A. SIMONSON
- ----------------------
Eric A. Simonson
Director, Senior Vice President and Chief Investment Officer
POWER OF ATTORNEY
WITH RESPECT TO
ALLSTATE LIFE INSURANCE COMPANY
(DEPOSITOR)
The undersigned director of Allstate Life Insurance Company constitutes and
appoints Casey J. Sylla and Michael J. Velotta, 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 the following registration statements:
File Nos. 333-123847, 333-105331, 333-132994, 333-102319, 333-121811 and
333-100068 of Allstate Life Insurance Company, 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.
April 18, 2006
/s/ KEVIN R. SLAWIN
- ----------------------
Kevin R. Slawin
Director and Senior Vice President
POWER OF ATTORNEY
WITH RESPECT TO
ALLSTATE LIFE INSURANCE COMPANY
(DEPOSITOR)
The undersigned director of Allstate Life Insurance Company constitutes and
appoints John C. Pintozzi and Michael J. Velotta, 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 the following registration statements:
File Nos. 333-123847, 333-105331, 333-132994, 333-102319, 333-121811 and
333-100068 of Allstate Life Insurance Company, 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.
April 18, 2006
/s/ CASEY J. SYLLA
- ----------------------
Casey J. Sylla
Director, Chairman of the Board and President
POWER OF ATTORNEY
WITH RESPECT TO
ALLSTATE LIFE INSURANCE COMPANY
(DEPOSITOR)
The undersigned director of Allstate Life Insurance Company constitutes and
appoints Casey J. Sylla 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 the following registration statements: File
Nos. 333-123847, 333-105331, 333-132994, 333-102319, 333-121811 and 333-100068
of Allstate Life Insurance Company, 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.
April 18, 2006
/s/ MICHAEL J. VELOTTA
- ----------------------
Michael J. Velotta
Director, Senior Vice President, General Counsel and Secretary
POWER OF ATTORNEY
WITH RESPECT TO
ALLSTATE LIFE INSURANCE COMPANY
(DEPOSITOR)
The undersigned director of Allstate Life Insurance Company constitutes and
appoints Casey J. Sylla and Michael J. Velotta, 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 the following registration statements:
File Nos. 333-123847, 333-105331, 333-132994, 333-102319, 333-121811 and
333-100068 of Allstate Life Insurance Company, 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.
April 18, 2006
/s/ DOUGLAS B. WELCH
- ----------------------
Douglas B. Welch
Director and Senior Vice President
POWER OF ATTORNEY
WITH RESPECT TO
ALLSTATE LIFE INSURANCE COMPANY
(DEPOSITOR)
The undersigned director of Allstate Life Insurance Company constitutes and
appoints Casey J. Sylla and Michael J. Velotta, 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 the following registration statements:
File Nos. 333-123847, 333-105331, 333-132994, 333-102319, 333-121811 and
333-100068 of Allstate Life Insurance Company, 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.
April 18, 2006
/s/ THOMAS J. WILSON, II
- ----------------------
Thomas J. Wilson, II
Director
Allstate Life Insurance Company
Law & Regulation Department
3100 Sanders Road, Suite J5B
Northbrook, Illinois 60062
Direct Dial Number 847.402.1790
Facsimile 847.402.3781
E-Mail csmith5@allstate.com
Charles Smith
Associate Counsel
April 20, 2006
BY EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Allstate Life Insurance Company ("Registrant")
Post-Effective Amendment No. 5 to Form S-3 Registration Statement
File No. 333-102319; CIK No. 0000352736
Commissioners:
On behalf of the above-named Registrant, we are filing herewith one
electronically formatted copy of Post-Effective Amendment No. 5 ("Amendment") to
the above-referenced registration statement ("Registration Statement") under the
Securities Act. To facilitate the Commission staff's review of the Amendment,
Registrant has requested that we submit the information below.
1. Amendment
The purpose of the Amendment is, in response to comments from the Commission
staff, to: (1) add Item 14 "Other Expenses of Issuance and Distribution"; (2)
update Item 17 "Undertakings" to reflect the changes in Securities and Exchange
Commission Release No. 33-8591; and (3) update the Powers of Attorney to include
only Powers of Attorney filed with this amendment or incorporated by reference
to previous filings for this Registrations Statement. The Amendment does not
amend or delete any part of the Registration Statement, except as specifically
noted therein.
2. Timetable for Effectiveness
We would appreciate the Commission staff's efforts in processing the Amendment
so that the Registration Statement, as amended by Post-Effective Amendment No. 4
and this Amendment, may be declared effective no later than May 1, 2006.
At the appropriate time, Registrant, or its counsel, will orally request
acceleration of the effectiveness of the Registration Statement pursuant to Rule
461 under the Securities Act. Registrant and its principal underwriter each has
authorized me to state on its behalf that it is aware of its obligations under
the Securities Act.
3. Registrant's Acknowledgment
In making its request for acceleration of this Registration Statement,
Registrant hereby acknowledges that should the Commission or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing; the
action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing;
and Registrant may not assert this action as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.
-----------------------
Please direct any question or comment to me at the number above.
Sincerely,
/s/ CHARLES M. SMITH
- --------------------------------
Charles M. Smith
Enclosure