Exhibit 10.1


THE ALLSTATE CORPORATION


AMENDED
AND RESTATED 2001 EQUITY INCENTIVE PLAN


OPTION AWARD AGREEMENT


[Addressee]


In accordance with
the terms of The Allstate Corporation Amended and Restated 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:




	
  Type of Option Granted:

  	
  Nonqualified

  
	
   

  	
   

  
	
  Number of Shares to which Option Pertains:

  	
  [_________]

  
	
   

  	
   

  
	
  Date of Grant:

  	
  [_________]

  
	
   

  	
   

  
	
  Option Exercise Price:

  	
  $_________, which is the Fair Market Value on the
  Date of Grant

  
	
   

  	
   

  
	
  Vesting:

  	
  [_______________________________________________]

  
	
   

  	
  (subject to Sections 2 and 4 of Annex A)]

  
	
   

  	
   

  
	
  Expiration Date:

  	
  Close of business on [_________]

  
	
   

  	
   

  
	
  Exercise Period:

  	
  Date of Vesting through Expiration Date (subject to
  Section 2 of Annex A)

  






 


THIS
OPTION IS SUBJECT TO FORFEITURE AS PROVIDED IN THIS OPTION AWARD AGREEMENT AND
THE PLAN.


Further terms and
conditions of the Award are set forth in Annex A, which is an integral part of
this Option Award Agreement.


All terms,
provisions and conditions applicable to the Awards set forth in the Plan and
not set forth herein are hereby incorporated by reference.  To the extent any provision hereof is
inconsistent with a provision of the Plan, the provision of the Plan will
govern.  By accepting this Award, the
Participant hereby acknowledges the receipt of a copy of this Option Award
Agreement including Annex A and a copy of the Prospectus and agrees to be bound
by all the terms and provisions hereof and thereof.


	
  

  	
  Edward M. Liddy

  
	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
  THE ALLSTATE CORPORATION

  



 


Attachment:          Annex
A









 



ANNEX A


TO


THE ALLSTATE CORPORATION


AMENDED AND RESTATED 2001 EQUITY
INCENTIVE PLAN


OPTION
AWARD AGREEMENT


Further Terms and
Conditions of Option. 
It is understood and agreed that the Award of the Option evidenced by
this Option Award Agreement to which this is annexed is subject to the
following additional terms and conditions:


1.             Exercise of Option.  To the extent vested and subject to Section 2
below, the Option may be exercised in whole or in part from time to time by
delivery of written notice of exercise and payment to Stock Option
Record Office, The Allstate Corporation, 2775 Sanders Road, Ste F5, Northbrook,
Illinois  60062, unless the Company
advises the Participant to send the notice and payment to a different address
or a designated representative. Such notice and payment must be
received not later than the Expiration Date, specifying the number of shares of
Stock to be purchased.  The minimum
number of Shares to be purchased in a partial exercise shall be the lesser of
25 shares and the number of shares remaining unexercised under this Award.  In the event that the Expiration Date falls
on a day that is not a regular business day at the Company’s executive offices
in Northbrook, Illinois, such written notice must be delivered no later than
the next regular business day following the Expiration Date.


The Option
Exercise Price shall be payable:  (a) in
cash or its equivalent, (b) by tendering previously acquired Stock (owned for
at least six months) having an aggregate Fair Market Value at the time of
exercise equal to the total Option Exercise Price, (c) by broker-assisted
cashless exercise, (d) by share withholding or (e) by a combination of (a),
(b), (c) and/or (d).


With respect to
tax withholding required upon exercise of the Option, the Participant may elect
to satisfy such withholding requirements in whole or in part, by having Stock
with a Fair Market Value equal to the minimum statutory total tax which could
be imposed on the transaction withheld from the shares due upon Option
exercise.


2.             Termination of Employment.  Except as otherwise specifically provided in
Section 4 of this Annex A with respect to vesting, in The Allstate Corporation
Change of Control Severance Plan (to the extent such plan is applicable to the
Participant) or in another written agreement with the Company to which the
Participant is a party, if the Participant has a Termination of Employment, the
following provisions shall apply:


(i)            if the Participant’s Termination of
Employment is on account of death or Disability, then the Option, to the extent
not vested, shall vest, and the Option may be exercised, in whole or in part,
by the Participant (or his personal representative, estate or transferee, as
the case may be) at any time on or before the earlier to occur of (x) the
Expiration Date of the Option and (y) the second anniversary of the date of
such Termination of Employment;


(ii)           if the Participant’s Termination of
Employment is on account of Retirement at the Normal Retirement Date or Health
Retirement Date, the Option to the extent it is not vested, shall continue 



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to vest in accordance
with its terms, and when vested, may be exercised, in whole or in part, by the
Participant at any time on or before the earlier to occur of (x) the Expiration
Date of the Option and (y) the fifth anniversary of the date of such
Termination of Employment;


(iii) if the
Participant’s Termination of Employment is on account of Retirement at the
Early Retirement Date, any portion of the Option that is not vested shall be
forfeited, and the Option, to the extent it is vested on the date of
Termination of Employment, may be exercised, in whole or in part, by the
Participant at any time on or before the earlier to occur of (x) the Expiration
Date of the Option and (y) the fifth anniversary of the date of such
Termination of Employment;


(iv)          if the Participant’s Termination of
Employment is for any other reason, any portion of the Option that is not
vested shall be forfeited, and the Option, to the extent it is vested on the
date of Termination of Employment, may be exercised, in whole or in part, by
the Participant at any time on or before the earlier to occur of (x) the
Expiration Date of the Option and (y) three months after the date of such
Termination of Employment; and


(v)           if (A) the Participant’s Termination
of Employment is for any reason other than death and (B) the Participant dies
after such Termination of Employment but before the date the Option must be
exercised as set forth in the preceding subsections, any portion of the Option
that is not vested shall be forfeited and the Option, to the extent it is
vested on the date of the Participant’s death, may be exercised, in whole or in
part, by the Participant’s personal representative, estate or transferee, as
the case may be, at any time on or before the earliest to occur of (x) the
Expiration Date of the Option, (y) the second anniversary of the date of death
and (z) the applicable anniversary of the Termination of Employment as set
forth in subsections (i) through (iv) above.


3.             Transferability of Options.
Except as set forth in this Section 3, the Option shall be exercisable during
the Participant’s lifetime only by the Participant, and may not be assigned or
transferred other than by will or the laws of descent and distribution.  The Option, to the extent vested, may be
transferred by the Participant during his lifetime to any “Family Member”,
defined as any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse or sibling, including adoptive relationships; a trust in which these
persons have more than fifty (50) percent of the beneficial interest; a
foundation in which these persons (or the Participant) control the management
of assets, and any other entity in which these persons (or the Participant) own
more than fifty (50) percent of the voting interests.  A transfer of the Option pursuant to this
Section 3 may only be effected by the Company at the written request of a
Participant and shall be effective only when recorded in the Company’s record
of outstanding Options. Such transferred Option may not be subsequently
transferred by the transferee except by will or the laws of descent and
distribution.  A transferred Option shall
continue to be governed by and subject to the terms and limitations of the Plan
and this Option Award Agreement, and the transferee shall be entitled to the
same rights as the Participant, as if no transfer had taken place.  In no event shall an Option be transferred
for consideration.


4.             Change of Control.  (a)  Except as otherwise specifically provided in
The Allstate Corporation Change of Control Severance Plan (to the extent such
plan is applicable to the Participant) or another written agreement with the
Company to which the Participant is a party, the Option, to the extent not
vested, shall vest (i) on the Change of Control Effective Date of a Change of
Control, as defined in paragraphs (a), (b), (d) and (e) of the definition of
Change of Control in Section 8, that is not a Merger of Equals, or (ii) on the Consummation
Date of a Change of Control as defined in paragraph (c) of such definition of a
Change of Control that is not a Merger of Equals or (iii) if applicable, on a
later Merger of Equals Cessation Date, and the Option may be exercised in whole
or in part, subject to the time periods for exercise set forth in Section 2 of
this Annex A.



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(b)           Notwithstanding the vesting
provisions in Section 2, if a Participant has a Termination of Employment
during the Post-Merger of Equals Period, which Termination of Employment is
initiated by the Participant’s employer for a reason other than Cause or
Disability, then the Option, to the extent not vested, shall vest and the
Option may be exercised, in whole or in part, subject to the time periods for
exercise set forth in Section 2 of this Annex A.


5.             Ratification of Actions.  By accepting the Award or other benefit under
the Plan, the Participant and each person claiming under or through him shall
be conclusively deemed to have indicated the Participant’s acceptance and
ratification of, and consent to, any action taken under the Plan or the Award
by the Company, the Board or the Compensation and Succession Committee.


6.             Notices.  Any notice hereunder to the Company shall be
addressed to its Stock Option Record Office and any notice hereunder to the
Participant shall be addressed to him at the address specified on this Option
Award Agreement, subject to the right of either party to designate at any time
hereafter in writing some other address.


7.             Governing Law and Severability.  To the extent not preempted by Federal law,
this Option Award Agreement will be governed by and construed in accordance
with the laws of the State of Delaware, without regard to conflicts of law
provisions.  In the event any provision
of the Option Award Agreement shall be held illegal or invalid for any reason,
the illegality or invalidity shall not affect the remaining parts of this
Option Award Agreement, and this Option Award Agreement shall be construed and
enforced as if the illegal or invalid provision had not been included.


8.             Definitions.  In addition to the following definitions,
capitalized terms not otherwise defined herein shall have the meanings given
them in the Plan.


“Allstate
Incumbent Directors” means, determined as of any date by reference to any
baseline date:


(a)  the members
of the Board on the date of such determination who have been members of the
Board since such baseline date, and


(b)  the members of the Board on the date of such
determination who were appointed or elected after such baseline date and whose
election, or nomination for election by stockholders of the Company or the
Surviving Corporation, as applicable, was approved by a vote or written consent
of two-thirds (100% for purposes of paragraph (a) of the definition of “Merger
of Equals”) of the directors comprising the Allstate Incumbent Directors on the
date of such vote or written consent, but excluding each such member whose
initial assumption of office was in connection with (1) an actual or threatened
election contest, including a consent solicitation, relating to the election or
removal of one or more members of the Board, (2) a “tender offer” (as such
terms is used in Section 14(d) of the Exchange Act), (3) a proposed
Reorganization Transaction, or (4) a request, nomination or suggestion of any
Beneficial Owner of Voting Securities representing 15% or more of the aggregate
voting power of the Voting Securities of the Company or the Surviving
Corporation, as applicable.


“Approved
Passive Holder” means, as of any date, any Person that satisfies all of the
following conditions:



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(a)  as of such date, such Person is a 20% Owner,
but is the Beneficial Owner of less than 30% of the then-outstanding Common
Stock and of Voting Securities representing less than 30% of the combined
voting power of all then-outstanding Voting Securities of the Company;


(b)  prior to
becoming a 20% Owner, such Person has filed, and as of such date has not
withdrawn, or made any subsequent filing or public statement inconsistent with,
a statement with the Securities Exchange Commission (“SEC”) pursuant to Section
13(g) of the Exchange Act that includes a certification by such person to the
effect that such beneficial ownership does not have the purpose or effect of
changing or influencing the control of the Company; and


(c)  prior to
such Person’s becoming a 20% Owner, at least two-thirds of the Allstate
Incumbent Directors (such Allstate Incumbent Directors to be determined as of
the Date of Grant as the baseline date) shall have voted in favor of a
resolution adopted by the Board to the effect that:  (1) 
the terms and conditions of such Person’s investment in the Company will
not have the effect of changing or influencing the control of the Company, and
(2)  notwithstanding clause (a) of the definition
of “Change of Control,” such Person’s becoming a 20% Owner shall be treated as
though it were a Merger of Equals for purposes of the Plan.


“Beneficial
Owner” means such term as defined in Rule 13d-3 of the SEC under the
Exchange Act.


“Cause”
means any of the events or conditions which constitute cause for immediate
termination of employment of the Participant as provided from time to time in
the applicable Human Resources Policy of the Company or one of its
Subsidiaries.


“Change
of Control” means, except as provided at the end of this definition, the
occurrence of any one or more of the following:


(a)  Any person (as such term is used in Rule
13d-5 of the SEC under the Securities Exchange Act of 1934, as amended (“Exchange
Act”)) or group (as such term is defined in Sections 3(a)(9) and 13(d)(3) of
the Exchange Act), other than a Controlled Affiliate of the Company or any
employee benefit plan (or any related trust) of the Company or any of its
Controlled Affiliates, becomes the Beneficial Owner of 20% or more of the
common stock of the Company or of Voting Securities representing 20% or more of
the combined voting power of all Voting Securities of the Company (such a
person or group that is not a Similarly Owned Company (as defined below), a “20%
Owner”), except that no Change of Control shall be deemed to have
occurred solely by reason of such beneficial ownership by a corporation (a “Similarly
Owned Company”) with respect to which both more than 70% of the common stock of
such corporation and Voting Securities representing more than 70% of the
combined voting power of the Voting Securities of such corporation are then
owned, directly or indirectly, by the persons who were the direct or indirect
owners of the common stock and Voting Securities of the Company immediately
before such acquisition, in substantially the same proportions as their
ownership, immediately before such acquisition, of the common stock and Voting
Securities of the Company, as the case may be; or


(b)   Allstate Incumbent Directors (as determined
using the Date of Grant as the 



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baseline date) cease for any reason to constitute at
least two-thirds of the directors of the Company then serving (provided,
however, that this clause (b) shall be inapplicable during a Post-Merger of
Equals Period); or


(c)   Approval by the stockholders of the Company
of a merger, reorganization, consolidation, or similar transaction, or a plan
or agreement for the sale or other disposition of all or substantially all of
the consolidated assets of the Company or a plan of liquidation of the Company
(any of the foregoing, a “Reorganization Transaction”) that, based on
information included in the proxy and other written materials distributed to
the Company’s stockholders in connection with the solicitation by the Company
of such stockholder approval, is not expected to qualify as an Exempt
Reorganization Transaction; provided, however, that if (1) the merger or other
agreement between the parties to a Reorganization Transaction expires or is
terminated after the date of such stockholder approval but prior to the
consummation of such Reorganization Transaction (a “Reorganization
Transaction Termination”) or (2) immediately after the consummation of the
Reorganization Transaction, such Reorganization Transaction does qualify as an
Exempt Reorganization Transaction notwithstanding the fact that it was not
expected to so qualify as of the date of such stockholder approval, then such
stockholder approval shall not be deemed a Change of Control for purposes of
any Termination of Employment as to which the Termination Date occurs on or
after the date of the Reorganization Transaction Termination or the date of the
consummation of the Exempt Reorganization Transaction, as applicable; or


(d)  The consummation by the Company of a
Reorganization Transaction that for any reason fails to qualify as an Exempt
Reorganization Transaction as of the date of such consummation, notwithstanding
the fact that such Reorganization Transaction was expected to so qualify as of
the date of such stockholder approval; or


(e)  A 20% Owner who had qualified as an Approved
Passive Holder ceases to qualify as such for any reason other than ceasing to
be a 20% Owner (such cessation of Approved Passive Holder status to be
considered for all purposes of the Plan (including the definition of “Change of
Control Effective Date”) a Change of Control distinct from and in addition to
the Change of Control specified in clause (a) above).


Notwithstanding the occurrence of any of the foregoing events, a Change
of Control shall not occur with respect to a Participant if, in advance of such
event, such Participant agrees in writing that such event shall not constitute
a Change of Control.


“Change of
Control Effective Date” means the date on which a Change of Control first
occurs while an Award is outstanding.


“Consummation
Date” means the date on which a Reorganization Transaction is consummated.


“Controlled
Affiliate” of a Person means any corporation, business trust, or limited
liability company or partnership with respect to which such Person owns,
directly or indirectly, Voting Securities representing more than 50% of the
aggregate voting power of the then-outstanding Voting Securities.


“Exempt
Reorganization Transaction” means a Reorganization
Transaction that results in 



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the Persons who were the
direct or indirect owners of the outstanding common stock and Voting Securities
of the Company immediately before such Reorganization Transaction becoming,
immediately after the consummation of such Reorganization Transaction, the
direct or indirect owners, of both more than 70% of the then-outstanding common
stock of the Surviving Corporation and Voting Securities representing more than
70% of the combined voting power of the then-outstanding Voting Securities of
the Surviving Corporation, in substantially the same respective proportions as
such Persons’ ownership of the common stock and Voting Securities of the
Company immediately before such Reorganization Transaction.


“Merger of
Equals” means, as of any date, a transaction that, notwithstanding the fact
that such transaction may also qualify as a Change of Control, satisfies all of
the conditions set forth in paragraphs (a) or (b) below:


(a)  if such
date is on or after the Consummation Date, a Reorganization Transaction in
respect of which all of the following conditions are satisfied as of such date,
or if such date is prior to the Consummation Date, a proposed Reorganization
Transaction in respect of which the merger agreement or other documents
(including the exhibits and annexes thereto) setting forth the terms and
conditions of such Reorganization Transaction, as in effect on such date after
giving effect to all amendments thereof or waivers thereunder, require that the
following conditions be satisfied on and, where applicable, after the
Consummation Date:


(1)       at least 50%, but not more than 70%, of
the common stock of the surviving Corporation outstanding immediately after the
consummation of the Reorganization Transaction, together with Voting Securities
representing at least 50%, but not more than 70%, of the combined voting power
of all Voting Securities of the Surviving Corporation outstanding immediately
after such consummation shall be owned, directly or indirectly, by the persons
who were the owners directly or indirectly of the common stock and Voting
Securities of the Company immediately before such consummation in substantially
the same proportions as their respective direct or indirect ownership,
immediately before such consummation, of the common stock and Voting Securities
of the Company, respective; and


(2)        Allstate Incumbent Directors (determined
as of such date using the date immediately preceding the Change of Control
Effective Date as the baseline date) shall, throughout the period beginning on
the Change of Control Effective Date and ending on the third anniversary of the
Change of Control Effective Date, continue to constitute not less than 50% of
the members of the Board; and


(3)       The person who was the CEO of the Company
immediately prior to the Change of Control Effective Date shall serve as (x)
the CEO of the Company throughout the period beginning on the Change of Control
Effective Date and ending on the Consummation Date and (y) the CEO of the
Surviving Corporation at all times during the period commencing on the
Consummation Date and ending on the first anniversary of the Consummation Date;


provided, however, that a
Reorganization Transaction that qualifies as a Merger of Equals shall cease to
qualify as a Merger of Equals (a “Merger of Equals Cessation”) and shall
instead qualify as a Change of 



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Control that is not a
Merger of Equals from and after the first date during the Post-Change period
(such date, the “Merger of Equals Cessation Date”) as of which any one or more
of the following shall occur for any reason:


(i)  if any
condition of clause (1) of paragraph (a) of this definition shall for any
reason not be satisfied immediately after the consummation of the
Reorganization Transaction; or


(ii)  if as of
the close of business on any date on or after the Change of Control Effective
Date, any condition of clauses (2) or (3) of paragraph (a) of this definition
shall not be satisfied; or


(iii)  if on any
date prior to the first anniversary of the Consummation Date, the Company shall
make a filing with the SEC, issue a press release, or make a public
announcement to the effect that the Company is seeking or intends to seek a
replacement for the then-CEO of the Company, whether such replacement is to
become effective before or after such first anniversary.


(b)  As of such date, each Person who is a 20%
Owner qualifies as an Approved Passive Holder.


The Committee shall give
all Participants written notice of any Merger of Equals Cessation and the
applicable Merger of Equals Cessation Date as soon as practicable after the
Merger of Equals Cessation Date.


“Merger of Equals
Cessation Date” - see the definition of “Merger of Equals”.


“Person”
means any individual, sole proprietorship, partnership, joint venture, limited
liability company, trust, unincorporated organization, association,
corporation, institution, public benefit corporation, entity or government
instrumentality, division, agency, body or department.


“Post-Change Period” means the period
commencing on the Change of Control Effective Date and ending on the third
anniversary of the Change of Control Effective Date.


“Post-Merger of
Equals Period” means the period commencing on a Change of Control Effective
Date of a Change of Control that qualifies as a Merger of Equals and ending on
the third anniversary of such Change of Control Effective Date or, if sooner,
the Merger of Equals Cessation Date.


“Reorganization
Transaction” — see clause (c) of the definition of “Change of Control.”


“Reorganization
Transaction Termination” — see clause (c) of the definition of “Change of
Control.”


“Surviving
Corporation” means the corporation resulting from a Reorganization
Transaction or, if securities representing at least 50% of the aggregate Voting
Power of such resulting corporation are directly or indirectly owned by another
corporation, such other corporation.


“20% Owner” — see clause (a) of the definition
of “Change of Control.”


“Voting
Securities” of a corporation means securities of such corporation that are
entitled to vote generally in the election of directors of such corporation.


 



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