Exhibit 10.4


THE ALLSTATE
CORPORATION

2006 EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

RESTRICTED STOCK UNIT 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 Restricted Stock Unit Award Agreement and the Plan, which is
incorporated herein by reference, Restricted Stock Units (RSUs) as set forth
below. Each RSU corresponds to one share of Stock. An RSU is an unfunded and
unsecured promise to deliver one share of Stock on the Conversion Date or as
otherwise provided herein. Until such delivery, you have only the rights of a
general unsecured creditor of The Allstate Corporation and not as a stockholder
with respect to the shares of Stock underlying your RSUs.


	
  Number of RSUs Granted:

  	
   

  	
  ___________

  
	
  Date of Grant:

  	
   

  	
  ____________

  
	
  Period of Restriction:

  	
   

  	
  As to the total number
  of RSUs, Date of Grant through the first anniversary of the date on which the
  Participant is no longer serving on the Board.

  
	
  Conversion Date:

  	
   

  	
  Each RSU will convert
  to one share of Stock on the date the restrictions lapse with respect to that
  RSU (the “Conversion Date”).

  
	
   

  	
   

  	
   

  
	
  Dividend

  Equivalent Right:

  	
   

  	
  Each RSU shall include a Dividend Equivalent Right.

  



 


1.   Terms
and Conditions of Award.   It is understood and agreed that the Award
of RSUs evidenced by the RSU Award Agreement is subject to the terms and
conditions as set forth herein. Further terms and conditions applicable to the
RSU Award including but not limited to 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 RSU Award
Agreement and a copy of the Prospectus and agrees to be bound by all the terms
and provisions hereof and thereto.


2.   Forfeiture
Restriction.   The Period of Restriction applicable to the RSUs shall
lapse upon the earlier of (i) the date of the Participant’s death or
Disability, and (ii) the first anniversary of the date on which the
Participant is no longer serving on the Board.









 



3.   Conversion
Date.   Unless otherwise determined by the Board, a Participant shall
be entitled to delivery of shares of Stock that underlie the RSUs then
outstanding upon the date the restrictions lapse with respect to such RSU.


4.   Dividend
Equivalent Right.   During the Period of Restriction, each RSU entitles
a Participant to receive at or as soon as practicable after the time of
distribution of any regular cash dividend paid by the Company in respect of a
share of Stock the record date for which occurs on or after the Date of Grant,
a cash amount equal to such regular dividend payment as would have been made in
respect of each share of Stock underlying such RSU. Cash payment with respect
to a Dividend Equivalent Right shall be made only with respect to such RSUs
that are outstanding on the dividend record date. Regular dividends will be
paid on the shares of Stock following conversion of the RSUs.


5.   Ratification
of Actions.   By accepting the RSU 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 RSU
Award by the Company, the Board or the Nominating and Governance 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 or
her at the address specified on this RSU Award Agreement, subject to the right
of either party to designate at any time hereafter in writing some other
address.


8.   Governing
Law and Severability.   To the extent not preempted by Federal law, the
RSU 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 this RSU Award Agreement shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of this RSU Award Agreement, and this RSU 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