Exhibit 10.3


THE ALLSTATE
CORPORATION

2006 EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

OPTION AWARD AGREEMENT


[Addressee]


In accordance with
the terms of The Allstate Corporation 2006 Equity Compensation Plan for
Non-Employee Directors (the “Plan”), pursuant to action of the Nominating and
Governance 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 and the Plan, which is incorporated herein
by reference, the right and option (the “Stock Option”) to purchase from the
Company the number of shares of its common stock, par value $.01 per share, set
forth below:


	
  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:

  	
   

  	
  As to one-third of the
  total number of said shares (with any resulting fractional share rounded to
  the nearest whole share), on _______ and ______, and as to the remaining
  unvested portion, on _______.

  
	
  Expiration Date:

  	
   

  	
  Close of business on
  ________

  
	
  Exercise Period:

  	
   

  	
  Date of Vesting through
  Expiration Date

  



 


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


1.   Terms
and Conditions of Option.   It is understood and agreed that the Award
of the Option evidenced by this Option Award Agreement is subject to the terms
and conditions as set forth herein. Further terms and conditions applicable to
the Award including but not limited to transferability, termination of director
status and change of control, are set forth in the Plan and incorporated by
reference. To the extent any provision hereof is inconsistent with a provision
of the Plan, the provision of the Plan will govern. Capitalized terms not
otherwise defined herein shall have the meanings given them in the Plan. By
accepting this Award, the Participant hereby acknowledges the receipt of a copy
of this Option Award Agreement and a copy of the Prospectus and agrees to be
bound by all the terms and provisions hereof and thereto.


2.   Exercise
of Option.   To the extent vested, 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. 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).


3.   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 Nominating and Governance Committee.


4.   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.


5.   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.


	
   

  	
  Edward M. Liddy

  
	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
  THE ALLSTATE CORPORATION