EXHIBIT 10.21

                             RETIREMENT BENEFITS OF
                EDWARD M. LIDDY, JOHN L. CARL, AND CASEY J. SYLLA

     Mr. Liddy, Mr. Carl and Mr. Sylla each will receive a pension enhancement
payable from a nonqualified pension plan upon termination, retirement, death or
change of control. Mr. Liddy will receive an enhanced pension benefit that
assumes an additional five years of age and service under the pension formula of
Allstate's qualified pension plan through age 61. At age 62 and after, the
enhancement is based on the maximum credited service under the pension formula.
Mr. Carl and Mr. Sylla will receive an enhanced pension benefit based on the
addition of five years of age and service if each retires from Allstate on or
after age 60 and 63, respectively. All of these enhancements are payable upon
death and are considered to be supplemental retirement plans in the event of a
change of control.