0001047469-03-010828 Sample Contracts

FORM OF THE ALLSTATE CORPORATION 2001 EQUITY INCENTIVE PLAN OPTION AWARD AGREEMENT
Plan Option Award Agreement • March 28th, 2003 • Allstate Corp • Fire, marine & casualty insurance • Delaware

In accordance with the terms of The Allstate Corporation 2001 Equity Incentive Plan (the "Plan"), pursuant to action of the Compensation and Succession Committee of the Board of Directors, The Allstate Corporation hereby grants to you (the "Participant"), subject to the terms and conditions set forth in this Option Award Agreement (including Annex A hereto and all documents incorporated herein by reference) the right and option (the "Option") to purchase from the Company the number of shares of its common stock, par value $.01 per share, set forth below:

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CHANGE OF CONTROL EMPLOYMENT AGREEMENT AMONG THE ALLSTATE CORPORATION, ALLSTATE INSURANCE COMPANY AND [INSERT NAME OF EXECUTIVE] (Tier One)
Control Employment Agreement • March 28th, 2003 • Allstate Corp • Fire, marine & casualty insurance • Illinois

THIS AGREEMENT dated as of , 200 (the "Agreement Date") is made by and among The Allstate Corporation, a Delaware corporation ("Allstate"), the Allstate Insurance Company, an Illinois insurance corporation ("AIC"), and ("Executive").

THE ALLSTATE CORPORATION 2001 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT [Date]
Restricted Stock Award Agreement • March 28th, 2003 • Allstate Corp • Fire, marine & casualty insurance • Delaware

In accordance with the terms of The Allstate Corporation 2001 Equity Incentive Plan (the "Plan"), pursuant to action of the Compensation and Succession Committee of the Board of Directors, The Allstate Corporation hereby grants to you (the "Participant"), subject to the terms and conditions set forth in this Restricted Stock Award Agreement (including Annex A hereto and all documents incorporated herein by reference), Shares of Restricted Stock, as set forth below:

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