Exhibit 10.1
AGREEMENT FOR THE SETTLEMENT
OF
STATE
AND LOCAL TAX CREDITS
This Agreement for the
Settlement of State and Local Tax Credits (this
“Agreement”) made as of December 31, 2007 among
ALLSTATE INSURANCE COMPANY, an Illinois insurance company
(“Allstate”), and those affiliates of Allstate whose
signatures appear below.
WHEREAS , from time to time, one company
within The Allstate Corporation group of companies may invest in
certain programs, offerings or other arrangements that may allow
the company to claim a credit against state or local taxes, or a
company may “purchase” from third parties the right to
claim credits against various state and local taxes (such
investments or purchases collectively referred to hereinafter as
“Credit Generating Investments,” and such credits
referred to hereinafter as “Tax Credits”);
WHEREAS , in some cases, it may be legally
permissible for Tax Credits relating to a particular Credit
Generating Investment made by one company to be utilized by a
different company within the Allstate group to offset the latter
company’s tax liability;
WHEREAS , the Allstate Tax Department, taking
into account limitations under state and local law as well as the
benefit to the Allstate group as a whole, may determine it is
appropriate for a company to claim and utilize all or a portion of
a Tax Credit relating to a particular Credit Generating Investment
even though such company did not make the corresponding Credit
Generating Investment;
WHEREAS , the parties hereto desire to
institute a formal agreement and mechanism for the intercompany
settlement of Tax Credits utilized by one company but related to a
Credit Generating Investment made by another company.
NOW,
THEREFORE , it
is agreed as follows:
1.
Within 30 days after the
filing of a tax return in which one company utilizes a Tax Credit
attributable to a Credit Generating Investment made by another
company, the company utilizing the Tax Credit shall pay to the
company that made the Credit Generating Investment the amount of
the Tax Credit so utilized.
2.
All payments due hereunder
shall be made in immediately available funds.
3.
Absent manifest error, the
Tax Department’s determination of the amount of Tax Credits
utilized by one company attributable to a Credit Generating
Investment of another company shall be final.
4.
This Agreement shall be
effective for tax returns filed on or after January 1,
2007.
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be effectiv
