EXHIBIT 10.1

AMENDMENT NO. 1 TO CREDIT AGREEMENT

AMENDMENT NO. 1 (this “Amendment”), dated as of May 22, 2008, to the Credit Agreement (as amended, supplemented or otherwise modified, the “Credit Agreement”), dated as of May 8, 2007, among THE ALLSTATE CORPORATION, ALLSTATE INSURANCE COMPANY, ALLSTATE LIFE INSURANCE COMPANY, the LENDERS party thereto, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, BANK OF AMERICA, N.A. and CITIBANK, N.A., as Documentation Agents, LEHMAN BROTHERS BANK, FSB, MERRILL LYNCH BANK USA, MORGAN STANLEY BANK and WILLIAM STREET COMMITMENT CORPORATION, as Co-Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).

RECITALS

A.                                   Capitalized terms used herein that are defined in the Credit Agreement shall have the same meanings as therein defined.

B.                                     Section 2.8(a) of the Credit Agreement provides that the Company may request an extension of the Maturity Date on the first and second anniversary of the Effective Date.

C.                                     The Borrowers have requested that the Administrative Agent and the Lenders make certain amendments to the Credit Agreement such that the Company may request an extension of the Maturity Date on the first, second, third, fourth and fifth anniversary of the Effective Date, and the Administrative Agent and the Lenders are willing to do so subject to the terms and conditions of this Amendment.

Accordingly, in consideration of the Recitals and the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.                                       Section 2.8(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(a)                                  Request for Extension.  The Company may, by notice to the Administrative Agent (which shall promptly notify the Lenders) not more than 90 days and not less than 30 days prior to each of the first, second, third, fourth and fifth anniversary of the Effective Date (each such anniversary date, an “Extension Date”), request (each, an “Extension Request”) that the Lenders extend the Maturity Date then in effect (the “Existing Maturity Date”) for an additional one year.  Each Lender, acting in its sole discretion, shall, by notice to the Company and the Administrative Agent given not later than the 20th day (or such later day as shall be acceptable to the Company) following the date of the Company’s notice, advise the Company and the Administrative Agent whether or not such Lender agrees to such extension; provided that any Lender that does not so advise the Company and the Administrative Agent shall be deemed to have rejected such Extension Request.  The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.  Notwithstanding anything contained in this Credit Agreement to the contrary, the Company may only extend the Maturity Date for a total of two additional years.

2.                                       Paragraph 1 shall not be effective until such time as the following conditions are satisfied:

(a)                                  the Administrative Agent (or its counsel) shall have received from each Borrower and Required Lenders either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; and

(b)                                 the Administrative Agent shall have received such other documentation and assurances as it shall reasonably request in connection with this Amendment.

3.                                       Each Borrower hereby (a) reaffirms and admits the validity and enforceability of each Loan Document to which it is a party and its obligations thereunder, and agrees and admits that it has no defense to or offset against any such obligation, (b) represents and warrants that after giving effect to this Amendment, no Default has occurred and is continuing, and (c) represents and warrants that all of the representations and warranties (other than Section 4.4(c) and Section 4.5) made by it in the Loan Documents are true and correct, both immediately before and after giving effect to this Amendment (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date).

4.                                       This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one agreement.  It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart signed by the party to be charged. Delivery of an executed counterpart by facsimile transmission shall be effective as delivery of a manually executed counterpart.

5.                                       Except as amended hereby, the Credit Agreement and the other Loan Documents shall in all other respects remain in full force and effect.

6.                                       THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed by their respective authorized officers as of the day and year first above written.