EXHIBIT
10.33


 





 


	
   

  	
   

  	
  H.
  John Riley, Jr.

  Chairman of The Compensation

  and Succession Committee

  



 


February 24,
2009


 


Edward
M. Liddy


 


Dear
Ed,


 


This
letter is to document the compensation and perquisites that will be provided to
you following your retirement on April 30, 2008, that were approved by the
Board on April 15, 2008 and revised by the Board on February 24, 2009.


 


The
Corporation will provide you with the following perquisites or will reimburse
you for the reasonable expenses in obtaining the following for a period of ten
years from the date of your retirement unless noted otherwise below:


 


1)              Office, secretary, and office equipment,
including computers and phones;


2)              Tax preparation services for tax years
through 2011 on the same terms available to senior officers of Allstate
Insurance Company (“AIC”);


3)              Executive Health Management program under the
terms made available to senior officers of AIC;


4)              Use on a second priority basis of ground
transportation services using vehicles owned or leased by AIC and operated by
AIC employees for attendance at civic-related events;


5)              Access to corporate travel and meeting
planning services used by AIC for reservations;


6)              Use of AIC’s Glen Club membership for a
period of ten years from your retirement date as long as AIC maintains a
membership; you will be responsible for paying, and the Corporation will not
reimburse you for, any charges or fees related to your actual use of the Glen
Club;


7)              Your membership in the Commercial Club
through June 2009, the Economic Club of Chicago through June 2009,
the Chicago Club through October 2008, and the Metropolitan Club through December 2008;


8)              Use of the 1953 Allstate Coupe from May 1
through September 30 of each year for a period of five years from the date
of your retirement; and


9)              Other miscellaneous items for which the
Corporation has reimbursed you to date in the amount of $275.08.


 


Notwithstanding
the provisions of the immediately preceding paragraph, Allstate will neither
provide to you, nor reimburse you for expenses in obtaining, the perquisites
listed in items 4, 5, 6 and 8, above, during the period that you are employed
by, or serve on the board of directors of, American International Group, Inc.
or any other competitor of Allstate. In addition, to the extent that you use the
perquisites listed in item 1 to conduct business on behalf of AIG or any other
competitor of Allstate, you will arrange for the Corporation to be reimbursed.


 

















 


With
regard to compensation, your salary, and long-term cash incentive awards for
the 2007-2009 and 2008-2010 performance cycles will be prorated based on your
retirement date of April 30, 2008.  The long-term cash incentive
award for the 2006-2008 cycle will not be prorated.  All awards will be
paid at the time all awards are paid for that particular cycle and calculated
based on actual results.


 


Finally,
the Board is aware that Tom Wilson, Allstate’s Chairman, President, and Chief
Executive Officer approved your use of an Allstate jet to fly to Teterboro, New
Jersey on September 16, 2008 to attend emergency meetings regarding the
crisis in the U.S. financial markets and American International Group, Inc.  The Board agrees that this was a proper
exercise of Tom’s authority and that his decision was an excellent one for both
Allstate and the country in light of the financial crisis.  Of course, the expense of the flight will be
imputed to you as income for tax purposes.


 


Allstate
will reimburse you for the taxes associated with the cost of your office,
secretary, and office equipment to the extent provided by or reimbursed by
Allstate and for the taxes associated with the imputed income on the flight to
Teterboro, but will not provide any other tax reimbursement.


 


The
reimbursement of any expenses described above shall be provided not later than
the end of the calendar year following the calendar year in which the expense
was incurred.  In addition, the amount of any expense eligible for
reimbursement, or in-kind benefit provided, during any calendar year shall not
affect the amount of such expense eligible for reimbursement, or in-kind
benefits to be provided, in any other calendar year.  Lastly, the right to
reimbursement or in-kind benefits is not subject to liquidation or exchange for
another benefit.


 


To
the extent applicable, it is the Board’s intention that the provision of such
perquisites and the reimbursement of such expenses are intended to comply with
the requirements of Internal Revenue Code section 409A (including any
applicable regulations and guidance thereunder).


 


If
you have any questions regarding this letter, please contact me.


 


 


Sincerely,


 


 


	
  /s/
  H. John Riley, Jr.

  	
   

  
	
  H.
  John Riley, Jr.

  	
   

  



 


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