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                                                                   Exhibit 10.25

                    SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT


THIS AGREEMENT, made this 18th day of June 1996, by and between ALLSTATE
INSURANCE COMPANY (the "Company") and CASEY J. SYLLA (the "Executive");

                                WITNESSETH THAT:

          WHEREAS, the Executive is employed by the Company, and the Company
provides retirement benefits for the Executive through the Allstate Retirement
Plan (the "Retirement Plan"); and

          WHEREAS, the Company desires, under certain circumstance, to assure
the Executive of a reasonable level of retirement income by providing a
supplemental retirement benefit to the Executive during the period in which he
is not entitled to a vested benefit under the Retirement Plan;

          WHEREAS, the Executive and the Company desire to set forth in writing
the terms of their agreement;

          NOW, THEREFORE, IT IS AGREED as follows:

               1. SUPPLEMENTAL RETIREMENT BENEFIT. The Company will pay to the
Executive a supplemental retirement benefit as provided below in the event that
the Company terminates the employment of the Executive with the Company during
the five (5) year period following his date of hire for any reason other than a
reason which, in accordance with the then current Company written policy, could
lead to immediate termination.

               2. AMOUNT OF RETIREMENT BENEFIT. The supplemental retirement
benefit shall be an amount equal to:

          (a)  The Retirement Allowance to which the Executive would have been
               entitled as defined and calculated under the terms and provisions
               of the Retirement Plan, as amended from time to time, assuming:
               (i) the benefit and compensation limitations and restrictions of
               the Internal Revenue Code do not apply, and (ii) an additional
               five (5) years of service as of his date of hire reduced by
               actual service years to which the Executive is entitled under the
               Retirement Plan, such additional years of service to reduce each
               year and result in zero (0) additional years of service upon the
               fifth anniversary of service for the Executive; LESS



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          (b)  The sum of:

               (i)  The Retirement Allowance actually payable to the Executive
                    from the Retirement Plan; plus

               (ii) The Retirement Allowance actually payable to the Executive
                    from the Allstate Supplemental Retirement Income Plan (the
                    "Supplemental Plan").

          3. PAYMENT OF RETIREMENT BENEFIT. The supplemental retirement benefit
shall be paid to the Executive in a one-time lump sum amount on or about the
January 1 of the calendar year following the termination of the Executive. If
the Executive dies prior to receipt of payment of a supplemental retirement
benefit which is due to the Executive pursuant to Section 2 of this agreement,
the supplemental retirement benefit shall be paid to the Executive's beneficiary
as soon as practical after the Executive's death. The Executive's "beneficiary"
means the person or persons entitled to benefits under the Retirement Plan
because of the Executive's death. The actuarial rates, factors and assumptions
used to determine lump sum benefits under the Retirement Plan at the time of
payment shall be used to calculate the lump sum value of the supplemental
retirement benefit.

          4. DEATH BENEFIT. If the Executive should die while in the employ of
the Company and prior to the fifth anniversary of service for the Executive, the
Company shall pay a death benefit to the Executive's beneficiary equal to:

          (a)  The death benefit calculated and payable under the terms and
               provisions of the Retirement Plan, as amended from time to time,
               assuming: (i) the benefit and compensation limitations and
               restrictions of the Internal Revenue Code do not apply, and (ii)
               an additional five (5) years of service as of his date of hire
               reduced by actual service years to which the Executive is
               entitled under the Retirement Plan, such additional years of
               service to reduce each year and result in zero (0) additional
               years of service upon the fifth anniversary of service for
               Executive; LESS

          (b)  The sum of: (i) the death benefit actually payable under the
               Retirement Plan; plus (ii) the death benefit actually payable
               from the Supplemental Plan.

The death benefit shall be payable in a lump sum amount only and shall be paid
as soon as practical after the Executive's death. The Executive's "beneficiary"
means the person or persons entitled to benefits as described in Section 3
above.

          5. FACILITY OF PAYMENT. Any amount payable under this agreement to a
person under legal disability or who, in the judgment of the Company, is unable
to properly manage his financial affairs, may be paid to such person's legal
representative, or may be applied for the benefit of such person in any manner
selected by the Company.



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          6. INTEREST OF EXECUTIVE. The benefits payable under this agreement to
or on account of the Executive shall at all times be a general unsecured and
unfunded obligation of the Company, and this agreement shall not give any person
any right or security interest in any asset of the Company, nor shall it imply
any trust or segregation of assets by the Company.

          7. NON-ALIENATION OF BENEFITS. All rights and benefits under this
agreement are personal to the Executive and neither this agreement nor any right
or interest of the Executive or any other person arising under this agreement is
subject to voluntary or involuntary alienation, sale, transfer or assignment
without the Company's consent.

          8. EMPLOYMENT. This agreement shall not constitute or be evidence of
any understanding, express or implied, on the part of the Company to employ
Executive for any period of time, nor shall it interfere with the right of the
Company to take any action with reference to the Executive without regard to the
effect which that action might have upon the Executive under this agreement.

          9. ENTIRE AGREEMENT. This agreement contains the entire understanding
and agreement between the parties and supersedes any prior understanding whether
written or oral.

          10. AMENDMENT. This agreement cannot be amended, modified or
supplemented in any respect except by subsequent written agreement entered into
by both parties hereto.

          11. SUCCESSORS. This agreement is binding on and will inure to the
benefit of any successor to the Company, whether by way of merger,
consolidation, purchase or otherwise.

          12. COUNTERPARTS. This agreement may be executed in two or more
counterparts, any one of which shall constitute an original without reference to
the others.

          13. CONTROLLING LAW. This agreement shall be construed in accordance
with the laws of the State of Illinois.

          14. TERM. This agreement shall terminate on the earlier of the
following dates:

          (a)  the date as of which payment is made under this agreement;

          (b)  July 26, 2000, the date which is the fifth anniversary of service
               for the Executive;

          (c)  The date on which the Executive voluntarily terminates his
               employment with the Company; or

          (d)  Any other date as shall be mutually agreed upon between the
               Executive and the Company.



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          IN WITNESS WHEREOF, the Company has caused this agreement to be
executed on its behalf by a duly authorized officer, and the Executive has
signed this agreement, as of the day and year first above written.



                                        ALLSTATE INSURANCE COMPANY



                                        By /s/ Joan M. Crockett
                                          ---------------------
                                               Joan M. Crockett
                                               Senior Vice President
                                               Human Resources



                                        /s/ Casey J. Sylla
                                        ------------------
                                            Casey J. Sylla




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