EXHIBIT
10.1


 





 


	
   

  	
  Thomas J. Wilson

  Chairman, President and

  Chief Executive Officer

  The Allstate Corporation

  



 


August 15, 2008


 


Mr. Don
Civgin


555
Somerset Lane


Northfield,
Illinois 60093


 


Dear
Don:


 


We’re
excited about the prospect of you joining the Allstate team. The purpose of
this letter is to officially extend you an offer to join Allstate as Vice
President and Chief Financial Officer of The Allstate Corporation and Senior
Vice President and Chief Financial Officer of Allstate Insurance Company and the
other Allstate operating subsidiaries, reporting to me. We’re pleased to offer
you an excellent compensation and benefits package, the most important elements
of which are outlined below.


 


Compensation


 


Our offer includes a
total compensation package with target annual compensation of $2,805,000. The
compensation package is comprised of an annual salary, annual cash bonus, and a
long-term incentive component that is comprised of equity and cash.


 


Your
annual base compensation will be $550,000 ($45,833 monthly) and will be paid
bi-weekly.  Subsequent increases in base
salary will be evaluated starting at the same time as for other senior
executives in 2009 and will be dependent on your performance and approval of
the Compensation and Succession Committee and the Board.


 


Annual Cash Incentive Compensation


 


In
our Annual Incentive Program, you will be eligible for an annual cash incentive
award targeted at 80% of your base salary. Individual incentive awards are
designed to reward results for corporate and personal performance.  Your
first opportunity to receive an award will be in March of 2009 for the
current fiscal year. This first annual bonus award will include a guaranteed
payment of not less than the target award amount, prorated based on your hire
date.


 


Long-Term Incentive Compensation Opportunity


 


The long-term incentive
compensation opportunity is targeted at 330% of your base salary, commencing
with the next grants of annual awards to senior executives (anticipated to be
awarded in February 2009). Long-term incentive compensation includes both
cash and equity components.


 


The cash portion is paid
annually and targeted at 80% of base salary, depending on company
performance.  If you terminate with the
company due to retirement, long-term incentive payments, pro-rated for your
period of employment, will be paid through all eligible cycles.  For other
terminations, long-term incentive payments will cease.


 


Additionally, subject to
the terms and conditions of The Allstate Corporation Amended and Restated 2001
Equity Incentive Plan, you will be eligible for long-term incentive awards in
the form of stock options and restricted stock units, targeted at 250% of your
base salary. Using a valuation formula, options are


 


 


 

















 


 


Don
Civgin Offer Letter


August 15,
2008


Confidential


 


generally awarded
annually at the fair market value of the common stock on the date of grant with
the approval of the Allstate Board of Directors.  The options generally
have a ten-year duration and vest in equal installments on the first four grant
anniversary dates.  The restricted stock units, which are based on market
value at the time of grant, generally convert in one installment four years
from grant date and pay a regular quarterly dividend equivalent in cash. 
Upon approval of the grant, management is provided with the opportunity to
apply discretion to the award formula.


 


Initial Award — Cash and Equity


 


In connection with your
hire, a substantial equity package of cash and equity will be granted to you.
The package includes $100,000 in cash, an option for 65,000 shares and 6,300
restricted stock units. The option has a ten-year term and will vest in four
equal installments on the first four grant anniversary dates. The exercise
price will be the fair market value on the date of grant. The restricted stock
units are based on market value at the time of grant and pay a regular
quarterly dividend equivalent in cash. They will convert into common stock in
two installments, with 2,000 RSUs converting two years from grant date and the remaining
4,300 converting four years from grant date.


 


In addition, you will be
eligible for a prorated award (approximately 24/36ths based on the assumed
9/2/08 start date) for the 2008-2010 long-term cash performance cycle.  Consequently, your first payment would be in March 2011,
depending on the attainment of performance goals.


 


Vacation and Holidays


 


Allstate
provides a Paid Time Off (PTO) bank to employees.  You will be eligible for 30 days of PTO on an
annual basis.  The PTO bank can be used
for vacation, personal matters, family illness and illness not covered by the
short term disability (STD) plan and is intended to provide you with additional
flexibility in planning your professional and personal life. In addition to PTO
days, you will receive Company holidays and miscellaneous time off for events
such as a funeral, jury duty, and emergencies. 
For 2008, your PTO bank will be pro-rated based on date of hire.


 


Employee Benefits


 


You
will have the opportunity to participate, subject to the express terms and
conditions of the respective plans, in a comprehensive package of benefit
plans. The following are offered in the Allstate cafeteria plan: Medical,
Dental, Vision, Employee Life Insurance, Dependent Life Insurance, Accidental
Death and Dismemberment (AD&D) Insurance, Long Term Disability (LTD)
Insurance, Health Care Flexible Spending Account, Dependent Care Flexible
Spending Account, Buying PTO Days, and a Group Legal Plan.


 


As
a senior management team officer, you will be entitled to a monthly car allowance
of $1,130.


 


Additionally,
other perquisites you are entitled to will include personal tax preparation
services provided by Topel Forman, financial planning services of up to $10,000
annually from the firm of your choice, executive physicals through the Allstate
Executive Health Management program, and a competitive and comprehensive Change
of Control Agreement in the form previously tendered to you.


 


A
complete benefits package will be sent to you for your review, additionally,
you can visit our career website at www.allstate.jobs.  All of our compensation and benefit programs
are subject to future modifications as appropriate to help us continue to be
competitive in the marketplace.


 


You
will also have the opportunity to participate in the Allstate Retirement Plan
and The Savings and Profit Sharing Fund of Allstate Employees (Profit Sharing
Fund), and applicable supplemental retirement plans for senior executives (as
if hired in 2008) subject to the Plans’ terms and conditions.  The
Allstate 


 


 


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Don
Civgin Offer Letter


August 15,
2008


Confidential


 


Retirement
Plan is a pension plan that is funded by Allstate and provides benefits at your
retirement based on compensation and years of service with Allstate under a
cash balance formula. The Profit Sharing Fund allows eligible employees to make
pre- and after-tax deposits to their Profit Sharing Fund accounts. 
Participants may be eligible for a Company contribution on pre-tax deposits of
up to 5% of eligible compensation.  The minimum amount the Company will
contribute annually is 50 cents for each dollar of eligible pre-tax deposits
and the maximum is $1.00 for those participants eligible to receive a
management bonus.  All Company contributions are made in the form of
Allstate stock.


 


Don,
we know you will make a critical contribution to Allstate and enjoy a
challenging and rewarding career in the process. We want you to be a part of
our success and share in the rewards.


 


We
are delighted to extend this offer to you, and we look forward to a favorable
reply. To confirm your acceptance of this offer of employment with Allstate,
please sign and date this letter and return it to Amber Kennelly of Allstate’s
Executive Talent Acquisition team via e-mail or fax at (847) 326-7639.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  

  



 


ACCEPTED
AND AGREED:


 


	
  Name:

  	
   

  	
  Don Civgin

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
  /s/ Don Civgin

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  August 18, 2008

  



 


cc:  Bob Simon


 


 


 


 


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