Exhibit 10.5

 

	
 
    	
 
    	
March 4,   2011
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Suren Gupta
    
	
 
    	
 
    	
12829 E.   Cactus Road
    
	
 
    	
 
    	
Scottsdale,   AZ 85259
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Dear Suren,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
On behalf   of the Allstate Insurance Company, I am pleased to officially extend an   offer for you to join us as Senior Vice President, Technology &   Operations. We are enthusiastic about the prospect of you joining the   Allstate team and are confident that your career with us will be exciting and   rewarding. We hope that your response is favorable and look forward to a   reply by March 11, 2011.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The terms   and conditions of this offer are briefly outlined below. In addition, as a   condition of your employment with Allstate, you are required to sign and   agree to the terms of the Intellectual Property Assignment Agreement. The   terms of the Intellectual Property Assignment Agreement is provided to you in   this package along with your offer letter. Please sign and return with your   signed offer letter.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Base Salary:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Your   annualized base salary will be $525,000 and $20,192.31 will be paid   bi-weekly. Subsequent increases in base salary, generally awarded on an   annual basis, will be dependent on your and the company’s performance.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Cash and Equity Incentive Compensation:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Cash:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You will be   eligible to receive an annual cash incentive award with a target of 85% of   your base salary. With a current maximum multiplier of 2.5, this brings your   maximum cash bonus potential to 212.5% of base salary. Individual incentive   awards are designed to reward results for corporate and personal performance.   For 2011, you will be eligible to receive a full annual incentive award which   is generally payable in March of 2012.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Equity:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You will be   eligible for annual awards of equity equal to 255% of your base salary   starting in 2012. Historically, equity has been granted in the form of stock   options and restricted stock units. Using a valuation formula, options are   generally awarded annually at the fair market value of the common stock on   the date of grant with the approval of the Compensation and Succession   Committee. The options generally have a ten year term. The Compensation and   Succession Committee is provided the discretion to modify the award amounts.
    
	
 
    	
 
    	
 
    
	

    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
GOOD WORK.
    
	
 
    	
GOOD LIFE.
    
	
 
    	
GOOD HANDS.
    


 











 

	
 
    	
 
    	
Equity Award and Sign-on Bonuses:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You will   receive a cash sign-on bonus of $750,000, less applicable withholdings, of   which $350,000 is payable within 30 days of your start date and the remaining   amount is payable on January 31, 2012. In the event that you voluntarily   terminate your employment with Allstate within 24 months of your date of   hire, you agree to reimburse Allstate within 30 days of the date of your   termination, the full amount of the cash sign-on bonus that has been paid to   you.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For 2011,   you will receive an annual equity award of $1,000,000 to be granted 65% in   stock options and 35% in restricted stock units. The stock options and the   restricted stock units will be granted to you on the first business day of   the month following your date of hire.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In   addition, you will receive an equity sign-on bonus of $650,000 to be granted   50% in stock options and 50% in restricted stock units. The stock options and   the restricted stock units will be granted to you on the first business day   of the month following your date of hire.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The stock   options and the restricted stock units granted in 2011 will vest 50% on the   second year anniversary date, and 25% per year thereafter. In addition, the   restricted stock units, which are based on market value at the time of grant,   accumulate quarterly dividend equivalents in cash payable at vesting.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Restrictive Covenants and Other Obligations Arising from Prior   Employment:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Allstate   expects its employees to comply with the terms of any restrictive covenants   and other obligations, including but not limited to nonsolicitation and   confidentiality provisions, to which they may be subject as a result of any   former employment relationships. By signing this letter, you represent that   any such covenant or obligation to which you may be subject is not an   impediment to accepting employment with, or performing services for,   Allstate. In your position at Wells Fargo, you may have been exposed to   confidential information and trade secrets. In   the event that you come to work at Allstate, we would expect that   you would not disclose or use any of that information in your position here.   To the extent you are subject to any restrictive covenants or other   obligations from prior employment relationships, we advise you to seek the   advice of counsel prior to accepting employment with Allstate.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Relocation Assistance:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If you are   employed with Allstate on January 1, 2012, and you relocate to the   Chicago area in 2012, you will be eligible for our standard full relocation   package. During the period you are maintaining your home in Arizona, you will   be responsible for any expenses associated with your living arrangements in   Chicago. You understand that performance of your duties will require regular   business travel, including to Allstate headquarters in Northbrook, IL.   Accompanying this letter is a summary of the package. Also available to you   is a consultation with a relocation representative who can provide further   details of the relocation assistance benefits.
    
	
 
    	
 
    	
 
    
	

    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
GOOD WORK.
    
	
 
    	
GOOD LIFE.
    
	
 
    	
GOOD HANDS.
    


 

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The Allstate Corporation 2775 Sanders Road Northbrook, IL 60062 847.402.8209 ssinc@allstate.com

 











 

	
 
    	
 
    	
Vacation and Holidays:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Allstate   provides a Paid Time Off bank to employees, This bank is intended to provide   you with additional flexibility in planning your professional and personal   life. The PTO bank is designed to be used for vacation, personal matters,   family illness and illness not covered by the short term disability plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For 2011,   your PTO bank will be 19 days and pro-rated upon your date of hire. Starting   in 2012, you will be eligible for 25 days of PTO on an annual basis.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In addition   to PTO days, you will receive company holidays and miscellaneous time off for   events such as a funerals and jury duty.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Benefits:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Accompanying   this letter is an outline of the benefits provided to you. You are eligible   to participate in the medical plan on your first day of employment. Coverage   under the medical plan is not subject to preexisting limitations.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Executive Perquisites:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You will   receive the following perquisites:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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Annual car   allowance of $13,560 ($1,130 per month)
    
	
 
    	
 
    	
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Financial   planning services, provided by a vendor of your choice, will be reimbursed by   Allstate for up to $10,000 annually
    
	
 
    	
 
    	
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Personal   tax preparation services provided by an Allstate vendor
    
	
 
    	
 
    	
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Executive   physicals which currently include the Allstate Executive Health Management program
    
	
 
    	
 
    	
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Elite   travel status: a negotiated Premier status with United Airlines, includes Red   Carpet Club
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Retirement Plan and 401(k):
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You will   participate in the Allstate Retirement Plan, and have the choice to   participate in the Allstate 401(k) Savings Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The   Allstate Retirement Plan is a pension plan that is funded by Allstate and   provides benefits at your retirement based on compensation and years of   service under a cash balance formula.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The   Allstate 401(k) Savings Plan allows eligible employees to make pre- and   after-tax deposits to their 401(k) savings accounts. Participants may be   eligible for a company contribution on pre-tax deposits of up to 5% of   eligible compensation.
    
	
 
    	
 
    	
 
    
	

    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
GOOD WORK.
    
	
 
    	
GOOD LIFE.
    
	
 
    	
GOOD HANDS.
    


 

3

 

The Allstate Corporation 2775 Sanders Road Northbrook, IL 60062 847.402.8209 ssinc@allstate.com

 











 

	
 
    	
 
    	
Under our   current policy, both the 401(k) company contribution and Allstate   Retirement Plan benefits will vest upon your third year service date.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
All of our   compensation and benefit programs are subject to future modifications as   appropriate to help us continue to be competitive in the marketplace.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Should you   accept our offer, we will agree to a mutually acceptable start date of no   later than April 11, 2011.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
To confirm   your acceptance of this offer of employment with Allstate subject to its   policies, please sign and date this letter and the Intellectual Property   Assignment Agreement and return both via the enclosed mailer.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Sincerely,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Suzanne   Sinclair
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Suzanne   Sinclair
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Director,   Leadership Talent Acquisition
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
ACCEPTED   AND AGREED:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
Suren Gupta
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Signature:
    	
/s/ Suren   Gupta
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Date:
    	
March 5,   2011
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	

    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
GOOD WORK.
    
	
 
    	
GOOD LIFE.
    
	
 
    	
GOOD HANDS.
    


 

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The Allstate Corporation 2775 Sanders Road Northbrook, IL 60062 847.402.8209 ssinc@allstate.com