EXHIBIT
10.22


 


[AMENDED AND
RESTATED](1)


 


 


CHANGE OF CONTROL
EMPLOYMENT AGREEMENT


 


AMONG


 


THE ALLSTATE
CORPORATION,


 


ALLSTATE INSURANCE
COMPANY


 


AND


 


[INSERT NAME OF EXECUTIVE]


(Tier One)


 






(1) This text is to
be used in Agreements originally entered into prior to November 11, 2008,
and being amended and restated on or after this date.


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I.

  	
  CERTAIN DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II.

  	
  POST-CHANGE PERIOD

  	
  8

  
	
  2.1

  	
  Position and Duties

  	
  8

  
	
  2.2

  	
  Compensation

  	
  9

  
	
  2.3

  	
  Stock Incentive Awards

  	
  11

  
	
  2.4

  	
  Unfunded Deferred Compensation

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE III.

  	
  TERMINATION OF EMPLOYMENT

  	
  12

  
	
  3.1

  	
  Disability

  	
  12

  
	
  3.2

  	
  Death

  	
  12

  
	
  3.3

  	
  Cause

  	
  12

  
	
  3.4

  	
  Good Reason

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV.

  	
  COMPANY’S OBLIGATIONS UPON A
  TERMINATION OF EMPLOYMENT

  	
  15

  
	
  4.1 

  	
  If
  by Executive for Good Reason or by the Company Other Than for Cause or
  Disability

  	
  15

  
	
  4.2

  	
  If by the Company for Cause

  	
  18

  
	
  4.3

  	
  If by Executive Other Than for Good Reason

  	
  18

  
	
  4.4

  	
  If by the Company for Disability

  	
  18

  
	
  4.5

  	
  If Upon Death

  	
  18

  
	
  4.6

  	
  Amount Contested

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE V.

  	
  CERTAIN ADDITIONAL PAYMENTS BY THE
  COMPANY

  	
  20

  
	
  5.1

  	
  Gross-up for Certain Taxes

  	
  20

  
	
  5.2

  	
  Determination by Executive

  	
  21

  
	
  5.3

  	
  Additional Gross-up Amounts

  	
  22

  
	
  5.4

  	
  Gross-up Multiple

  	
  22

  
	
  5.5

  	
  Opinion of Counsel

  	
  22

  
	
  5.6

  	
  Amount Increased or Contested

  	
  23

  
	
  5.7

  	
  Limitations on Gross-Up Payments

  	
  24

  
	
  5.8

  	
  Refunds

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI.

  	
  EXPENSES AND INTEREST

  	
  25

  
	
  6.1

  	
  Legal and Other Expenses

  	
  25

  
	
  6.2

  	
  Interest

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII.

  	
  NO SET-OFF OR MITIGATION

  	
  26

  
	
  7.1

  	
  No Set-off by Company

  	
  26

  
	
  7.2

  	
  No Mitigation

  	
  26

  



 


i

















 


	
  ARTICLE VIII.

  	
  RESTRICTIVE COVENANTS

  	
  26

  
	
  8.1

  	
  Non-Competition

  	
  26

  
	
  8.2

  	
  Non-Solicitation

  	
  27

  
	
  8.3

  	
  Reasonableness of Restrictive Covenants

  	
  27

  
	
  8.4

  	
  Right to Injunction; Survival of Undertakings

  	
  28

  
	
  8.5

  	
  Non-Disparagement

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX.

  	
  NON-EXCLUSIVITY OF RIGHTS

  	
  29

  
	
  9.1

  	
  Waiver of Certain Other Rights

  	
  29

  
	
  9.2

  	
  Other Rights

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE X.

  	
  MISCELLANEOUS

  	
  29

  
	
  10.1

  	
  No Assignability

  	
  29

  
	
  10.2

  	
  Successors

  	
  29

  
	
  10.3

  	
  Payments to Beneficiary

  	
  30

  
	
  10.4

  	
  Non-Alienation of Benefits

  	
  30

  
	
  10.5

  	
  No Deference

  	
  30

  
	
  10.6

  	
  Severability

  	
  30

  
	
  10.7

  	
  Amendments

  	
  30

  
	
  10.8

  	
  Notices

  	
  30

  
	
  10.9

  	
  Counterparts

  	
  30

  
	
  10.10

  	
  Governing Law

  	
  31

  
	
  10.11

  	
  Captions

  	
  31

  
	
  10.12

  	
  Number and Gender

  	
  31

  
	
  10.13

  	
  Tax Withholding

  	
  31

  
	
  10.14

  	
  No Waiver

  	
  31

  
	
  10.15

  	
  Joint and Several Liability

  	
  31

  
	
  10.16

  	
  No Rights Prior to Effective Date

  	
  31

  
	
  10.17

  	
  Six-month Delay

  	
  31

  
	
  10.18

  	
  Interpretation to Avoid 409A Penalties

  	
  31

  
	
  10.19

  	
  Entire Agreement

  	
  31

  



 


ii

















 


THE ALLSTATE
CORPORATION


 


[AMENDED AND
RESTATED](2) CHANGE OF CONTROL EMPLOYMENT AGREEMENT


 


[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”).](3)


 


[The Allstate Corporation, a Delaware corporation (“Allstate”),
Allstate Insurance Company, an Illinois insurance company (“AIC”), and                           
(“Executive”) are parties to a Change of Control Employment Agreement
(the “Original Agreement”) originally entered into on
                    (the “Agreement Date”).  The Board of Directors approved the amendment and
restatement of the Original Agreement on November 13, 2007 and the further
amendment and restatement in the form of this Amended and Restated Agreement on
November 11, 2008, such Amended and Restated Agreement is entered into, to
be effective as of                          
                                            .(4)


 


RECITALS


 


On February 12, 1999
Allstate originally adopted Change of Control Employment Agreements, and on November 13,
2007 and November 11, 2008 approved certain changes to the terms of such
Agreements.  Allstate has determined that
it is in the best interests of Allstate and its stockholders to assure that the
Company will have the continued service of Executive.  Allstate also believes it is imperative to
reduce the distraction of Executive that would result from the personal
uncertainties caused by a pending or threatened change of control of Allstate,
to encourage Executive’s full attention and dedication to the Company, and to
provide Executive with compensation and benefits arrangements upon a change of
control that will satisfy the expectations of Executive and be competitive with
those of similarly situated corporations. 
This Agreement is intended to accomplish these objectives.


 


ARTICLE I.

CERTAIN DEFINITIONS


 


As used in this Agreement, the terms specified below shall have the
following meanings:


 


1.1           “Accrued
Annual Bonus” means the amount of any Annual Bonus earned and due to be
paid but not yet paid to Executive as of the Executive’s Termination Date,
other than amounts that Executive has elected to defer.


 






(2) This text is to
be used in Agreements originally entered into prior to November 11, 2008,
and being amended and restated on or after this date.


(3) This text is to be used in Agreements entered
into on or after November 11, 2008.


(4) This text is to be used in Agreements
originally entered into prior to November 11, 2008, and being amended and
restated on or after this date.


 

















 


1.2                                 “Accrued
Base Salary” means the amount of Executive’s Base Salary that is accrued
but unpaid as of the Executive’s Termination Date, other than amounts that Executive
has elected to defer.


 


1.3                                 “Accrued
LTIP Bonus” means the amount of any LTIP Bonus earned and due to be paid
but not yet paid to Executive as of the Executive’s Termination Date, other
than amounts that Executive has elected to defer.


 


1.4                                 “Accrued
Obligations” means, as of any date, the sum of Executive’s Accrued Base
Salary, Accrued Annual Bonus, Accrued LTIP Bonus, any accrued but unpaid
vacation pay, and any other amounts and benefits that are then due to be paid
or provided to Executive by the Company (other than pursuant to
Sections 2.4 or 4.1(b) or any defined benefit or defined contribution
plan of the Company, whether or not qualified under Section 401(a) of
the Code), but have not yet been paid or provided (as applicable).


 


1.5                                 “Agreement
Date”  — see the introductory
paragraph of this Agreement.


 


1.6                                 “Agreement
Term” means the period commencing on the Agreement Date and ending on the
third anniversary of the Agreement Date or, if later, such later date to which
the Agreement Term is extended pursuant to the following sentence.  Commencing on the second anniversary of the
Agreement Date, the Agreement Term shall automatically be extended each day by
one day to create a new one-year term until, at any time after the second
anniversary of the Agreement Date, the Company delivers written notice (an “Expiration
Notice”) to Executive that the Agreement shall expire on a date specified
in the Expiration Notice (the “Expiration Date”) that is not less than
12 months after the date the Expiration Notice is delivered to Executive;
provided, however, that if an Effective Date or an Imminent Control Change Date
occurs before the Expiration Date specified in the Expiration Notice, then such
Expiration Notice shall be void and of no further effect.  “Imminent Control Change Date” means (i) any
date on which a proposal or offer for a Change of Control is presented to
Allstate’s stockholders generally or to any of Allstate’s directors or
executive officers or is publicly announced (whether by advertisement, press
release, press interview, public statement, SEC filing or otherwise) or (ii) any
subsequent date as of which such proposal or offer for a Change of Control
remains effective and has not expired or been revoked.


 


1.7                                 “AIC”
— see the introductory paragraph of this Agreement.


 


1.8                                 “Allstate”
— see the introductory paragraph of this Agreement.


 


1.9                                 “Annual
Bonus” — see Section 2.2(b).


 


1.10                           “Annual
Performance Period” — see Section 2.2(b).


 


1.11                           “Article”
means an article of this Agreement.


 


1.12                           “Base
Salary” — see Section 2.2(a).


 


1.13                           “Beneficiary”
— see Section 10.3.


 


2

















 


1.14                           “Board”
means the Board of Directors of Allstate or, from and after the Effective Date
of a Change of Control that gives rise to a Surviving Corporation, the Board of
Directors of such Surviving Corporation.


 


1.15                           “Bonus
Plan” — see Section 2.2(b).


 


1.16                           “Cause”
— see Section 3.3(b).


 


1.17                           “CEO”
means Chief Executive Officer.


 


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


 


(a)                                  (Voting Power) any Person or group (as such term is defined
in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)),
other than a Subsidiary or any employee benefit plan (or any related trust) of
Allstate or any of its Subsidiaries, acquires or has acquired during the
12-month period ending on the date of the most recent acquisition by such
Person of Persons, ownership of stock of Allstate possessing 30% or more of the
combined voting power of all Voting Securities of Allstate (such a Person or
group that is not a Similarly Owned Company (as defined below), a “More than
30% Owner”), except that no Change of Control shall be deemed to have
occurred solely by reason of such ownership by a corporation 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 Allstate immediately before such acquisition in
substantially the same proportions as their ownership, immediately before such
acquisition, of the common stock and Voting Securities of Allstate, as the case
may be (a “Similarly Owned Company”); or


 


(b)                                 (Majority Ownership) any Person or group (as such term is
defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)),
other than a Subsidiary or any employee benefit plan (or any related trust) of
Allstate or any of its Subsidiaries, acquires ownership of more than 50% of the
voting power of all Voting Securities of Allstate or of the total fair market
value of the stock of Allstate (such a Person or group that is not a Similarly
Owned Company, a “Majority Owner”), except that no Change of Control
shall be deemed to have occurred solely by reason of such ownership by a Similarly
Owned Company; or


 


(c)                                  (Board Composition) a majority of the members of the Board is
replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of the Board before the date of
the appointment or election (“Board Turnover”); or


 


(d)                                 (Reorganization) the consummation of a merger, reorganization,
consolidation, or similar transaction, or of a plan or agreement for the
sale or other disposition of all or substantially all of the consolidated
assets of Allstate, or a plan of liquidation of Allstate (any of the foregoing,
a “Reorganization Transaction”) that, does not qualify as an Exempt
Reorganization Transaction.


 


3

















 


Notwithstanding anything contained herein to the contrary: (i) no
transaction or event shall constitute a Change of Control for purposes of this
Agreement unless the transaction or event constituting the Change of Control
also constitutes a change in the ownership of a corporation (as defined in
Treasury Regulation Section 1.409A-3(i)(5)(v)), a change in effective
control of a corporation (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vi))
or a change in the ownership of a substantial portion of the assets of a
corporation (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vii));
and (ii) no sale or
disposition of one or more Subsidiaries (“Sale Subsidiary”) or the assets
thereof shall constitute a Change of Control for purposes of this Agreement if
the investments in and advances by Allstate and its Subsidiaries (other than
the Sale Subsidiaries) to such Sale Subsidiary as of immediately prior to the
sale or disposition determined in accordance with Generally Accepted Accounting
Principles (“GAAP”) (but after intercompany eliminations and net of the effect
of intercompany reinsurance) are less than 51% of the Consolidated Total
Shareholders’ Equity of Allstate as of immediately prior to the sale or
disposition.  Consolidated Total
Shareholders’ Equity means, at any date, the total shareholders’ equity of Allstate and
its Subsidiaries at such date, as reported in the consolidated financial
statements prepared in accordance with GAAP.


 


1.19                           “Code”
means the Internal Revenue Code of 1986, as amended.  Any reference to any section of the Code
shall also refer to any successor provision.


 


1.20                           “Company”
means Allstate, AIC and each of Allstate’s other Subsidiaries.


 


1.21                           “Company
Certificate” — see Section 5.1(b).


 


1.22                           “Company
Counsel Opinion” — see Section 5.5.


 


1.23                           “Competitive
Business” means as of any date (including during the one-year period
commencing on the Termination Date) any corporation or other Person (and any
branch, office or operation thereof) that engages in, or proposes to engage in:


 


(a)                                  the
underwriting, reinsurance, marketing or sale of (i) any form of insurance
of any kind that the Company as of such date does, or proposes to, underwrite,
reinsure, market or sell (any such form of insurance, an “Allstate Insurance
Product”) or (ii) any other form of insurance that is marketed or sold
in competition with any Allstate Insurance Product, or


 


(b)                                 any
other business that as of such date is a direct and material competitor of the
Company;


 


and that is located (i) anywhere in the United States, or (ii) anywhere
outside of the United States where the Company is then engaged in, or proposes
to engage in, any of such activities.


 


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


 


1.25                           “Disability”
— see Section 3.1(b).


 


1.26                           “Disability
Effective Date” — see Section 3.1.


 


4

















 


1.27                           “Effective
Date” means the date on which a Change of Control first occurs during the
Agreement Term.


 


1.28                           “Exchange
Act” means the Securities Exchange Act of 1934.


 


1.29                           “Excise
Taxes” — see Section 5.1.


 


1.30                           “Executive
Counsel Opinion” — see Section 5.5.


 


1.31                           “Executive’s
Gross-Up Determination” — see Section 5.2(a).


 


1.32                           “Exempt
Reorganization Transaction” means a Reorganization Transaction that fails
to result in (a) any Person or group (as
such term is defined in Treasury
Regulation Section 1.409A-3(i)(5)(v)(B)) becoming a More than 30%
Owner or a Majority Owner, (b) Board Turnover, or (c) a sale or
disposition to any Person or group (as
such term is defined in Treasury
Regulation Section 1.409A-3(i)(5)(v)(B)) of the assets of Allstate
that have a total Gross Fair Market Value (as defined below) equal to at least
forty percent (40%) of the total Gross Fair Market Value of all of the assets
of Allstate immediately before such transaction.  “Gross Fair Market Value” means the
value of the assets of Allstate, or the value of the assets being disposed of,
determined without regard to any liabilities associated with such assets.


 


1.33                           “Good
Reason” — see Section 3.4(b).


 


1.34                           “Gross-up
Multiple” — see Section 5.4.


 


1.35                           “Gross-up
Payment” — see Section 5.1.


 


1.36                           “including”
means including without limitation.


 


1.37                           “IRS”
means the Internal Revenue Service.


 


1.38                           “IRS
Claim” — see Section 5.6.


 


1.39                           “Legal
and Other Expenses” — see Section 6.1(a).


 


1.40                           “LTIP”
means the Allstate Long-Term Executive Incentive Compensation Plan (or any
successor plan).


 


1.41                           “LTIP
Award” means an incentive compensation opportunity granted under the LTIP.


 


1.42                           “LTIP
Bonus” means the amount paid or earned in respect of an LTIP Award.


 


1.43                           “LTIP
Performance Period” means any performance period designated in accordance
with any LTIP approved by the Board or any committee of the Board.


 


1.44                           “LTIP
Target Award” means, in respect of any LTIP Award, the amount that
Executive would have been entitled to receive for the LTIP Performance Period
corresponding to 


 


5

















 


such LTIP Award if the performance goals established pursuant to such
LTIP Award were achieved at the 100% level as of the end of the LTIP Performance
Period.


 


1.45                           “Lump
Sum Value” of an annuity payable pursuant to a defined benefit plan means,
as of a specified date, the present value of such annuity, as determined, as of
such date, under generally accepted actuarial principles using (i) the applicable
interest rate, mortality tables and other methods and assumptions under Code Section 417(e) as
published by the IRS and used for determining the value of an immediate annuity
on the Termination Date or (ii) if such interest rate and mortality assumptions
are no longer published by the IRS, the interest rate and mortality assumptions
determined in a manner as similar as practicable to the manner by which the
Code Section 417(e) interest rate and mortality assumptions were
determined immediately prior to the IRS’s cessation of publication of such
assumptions; provided, however, that if such defined benefit plan provides for
a lump sum distribution and such lump-sum distribution either (x) is the
only payment method available under such plan or (y) provides for a
greater amount than the Lump Sum Value of the Maximum Annuity available under
such plan, then “Lump Sum Value” shall mean such lump sum amount.


 


1.46                           “Maximum
Annuity” means, in respect of a defined benefit plan (whether or not
qualified under Section 401(a) of the Code), an annuity computed in
whatever manner permitted under such plan (including frequency of annuity
payments, attained age (whether determined as of a current date or as of a
future date upon the commencement of annuity payments), and nature of surviving
spouse benefits, if any) that yields the greatest Lump Sum Value.


 


1.47                           “More
than 30% Owner” — see paragraph (a) of the definition of “Change of
Control.”


 


1.48                           “Notice
of Consideration” — see Section 3.3(c).


 


1.49                           “Non-Qualified
Plan” — see Section 2.4.


 


1.50                           “Notice
of Termination” means a written notice given in accordance with Section 10.8
that sets forth (i) the specific termination provision in this Agreement
relied on by the party giving such notice, (ii) in reasonable detail the
specific facts and circumstances claimed to provide a basis for such
Termination of Employment, and (iii) if the Termination Date is other than
the date of receipt of such Notice of Termination, the Termination Date.


 


1.51                           “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.


 


1.52                           “Plans”
means plans, programs, or Policies of the Company.


 


1.53                           “Policies”
means policies, practices or procedures of the Company.


 


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


 


6














 


1.55         “Potential
Parachute Payments” — see Section 5.1.


 


1.56         “Pro-rata
Annual Bonus” means, in respect of the Company’s fiscal year during which
the Termination Date occurs, an amount equal to the product of Executive’s
Target Annual Bonus (determined as of the Termination Date) multiplied by a
fraction, the numerator of which equals the number of days from and including
the first day of such fiscal year through and including the Termination Date,
and the denominator of which equals 365.


 


1.57         “Pro-rata
LTIP Bonus” means an amount equal to the sum of each of the following
amounts:  for each LTIP Performance
Period that is in effect as of a Termination Date, Executive’s LTIP Target
Award for such LTIP Performance Period multiplied by a fraction, the numerator
of which equals the number of days from and including the beginning of such
LTIP Performance Period through and including the Termination Date, and the
denominator of which equals the aggregate number of days in such LTIP
Performance Period.


 


1.58         “Refund
Claim” — see Section 5.6.


 


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


 


1.60         “Restricted
Shares” means shares of restricted stock, restricted stock units or similar
awards.


 


1.61         “SEC”
means the Securities and Exchange Commission.


 


1.62         “Section”
means, unless the context otherwise requires, a section of this Agreement.


 


1.63         “SERP”
means a supplemental executive retirement Plan that is a Non-Qualified Plan.


 


1.64         “Stock
Options” means stock options, stock appreciation rights (including limited
stock appreciation rights), or similar awards.


 


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


 


1.66         “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.


 


1.67         “Target
Annual Bonus” as of any date means the amount equal to the product of Base
Salary determined as of such date multiplied by the percentage of such Base
Salary to which Executive would have been entitled immediately prior to such
date under any Bonus Plan for the Annual Performance Period for which the
Annual Bonus is awarded if the performance


 


7

















 


goals established pursuant to such Bonus Plan were achieved at the 100%
level as of the end of the Annual Performance Period.


 


1.68         “Taxes”
means federal, state, local and other income, employment and other taxes.


 


1.69         “Termination
Date” means the date of the receipt of the Notice of Termination by
Executive (if such Notice is given by the Company) or by the Company (if such
Notice is given by Executive), or any later date, not more than 15 days after
the giving of such Notice, specified in such Notice; provided, however, that:


 


(a)             if Executive’s employment is
terminated by reason of death or Disability, the Termination Date shall be the
date of Executive’s death or the Disability Effective Date (as defined in Section 3.1(a)),
as applicable; and


 


(b)             if no Notice of Termination is
given, the Termination Date shall be the last date on which Executive is
employed by the Company.


 


1.70         “Termination
of Employment” means any termination of Executive’s employment with the
Company, whether such occurs by reason of (a) the initiative of any
Company or Executive or (b) the death of Executive; provided that such
termination is also a “separation from service” within the meaning of Treasury
Regulation 1.409A-1(h).


 


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


 


ARTICLE II.


POST-CHANGE PERIOD


 


2.1           Position
and Duties.


 


(a)           During the Post-Change Period, (x) Executive’s
position (including offices, titles, reporting requirements and
responsibilities), authority and duties shall be at least commensurate in all
material respects with the most significant of those held, exercised and
assigned at any time during the 90-day period immediately before the Effective
Date and (y) Executive’s services shall be performed at the location where
Executive was employed immediately before the Effective Date or any other
location which does not constitute a material geographic change from the former
location.


 


(b)           During the Post-Change Period (except
during any periods of vacation to which Executive is entitled and any
authorized sick, disability or other leave of absence), Executive shall devote
Executive’s full attention and time to the business and affairs of the Company
and, to the extent necessary to discharge the duties assigned to Executive in
accordance with this Agreement, to use Executive’s best efforts to perform such
duties.  During the Post-Change Period,
Executive may (i) serve on corporate, civic or charitable boards or
committees, (ii) deliver lectures, fulfill speaking engagements or teach
at educational institutions and (iii) manage personal investments, so long
as such activities


 


8

















 


are consistent with the Policies of the Company at the
Effective Date and do not significantly interfere with the performance of
Executive’s duties under this Agreement. 
To the extent that any such activities have been conducted by Executive
immediately prior to the Effective Date and were consistent with the Policies
of the Company at the Effective Date, the continued conduct of such activities
(or activities similar in nature and scope) after the Effective Date shall not
be deemed to interfere with the performance of Executive’s duties under this
Agreement.


 


2.2           Compensation.


 


(a)           Base Salary.  During the Post-Change Period, the Company
shall pay or cause to be paid to Executive an annual base salary in cash, which
shall be paid in a manner consistent with the Company’s payroll practices in
effect immediately before the Effective Date, at an annual rate not less than
12 times the highest monthly base salary paid or payable to Executive by the
Company in respect of the 12-month period immediately before the Effective Date
(such annual rate salary, the “Base Salary”).  During the Post-Change Period, the Base
Salary shall be reviewed at least annually and shall be increased at any time
and from time to time as shall be substantially consistent with increases in
base salary awarded to other peer executives of the Company.  Any increase in Base Salary shall not limit
or reduce any other obligation of the Company to Executive under this
Agreement.  After any such increase, the
Base Salary shall not be reduced and “Base Salary” shall thereafter refer to
the increased amount.


 


(b)           Annual Bonus.  The Company shall also pay or cause to be
paid to Executive a bonus (the “Annual Bonus”), which shall be not less
than the Target Annual Bonus determined as of the Effective Date, for each
Annual Performance Period that ends during the Post-Change Period.  “Annual Performance Period” means each
period designated in accordance with any annual bonus arrangement or Plan (a “Bonus
Plan”) that is based on performance and approved by the Board or any
committee of the Board, or in the absence of any Bonus Plan or any such
designated period of time, each calendar year.


 


(c)           LTIP Bonus.  The Company shall also:


 


(i)              pay
or cause to be paid to Executive an LTIP Bonus equal to the LTIP Target Award
for each LTIP Award for which an LTIP Performance Period is in effect as of the
Effective Date; and


 


(ii)             throughout
the Post-Change Period, grant LTIP Awards to Executive as follows:


 


(1)             LTIP Awards shall
be granted no less frequently than is contemplated by the terms of the LTIP and
the Company’s practices thereunder, as such terms and practices are in effect
immediately prior to the Effective Date;


 


(2)             each such LTIP
Award shall provide for the payment of a percentage of Executive’s Base Salary
in effect at the beginning of the


 


9

















 


Performance
Period applicable to such LTIP Award that is no less than the average of the
Target LTIP Percentages (as defined below) for all of Executive’s LTIP Awards
outstanding immediately prior to the Effective Date; and


 


(3)           the target
performance goals established for each such LTIP Award shall be substantially
comparable to the target performance goals under Executive’s LTIP Awards
outstanding on the Effective Date;


 


“Target LTIP Percentage” means, in respect of
any LTIP Award, the percentage of Executive’s Base Salary (determined as of the
beginning of the applicable LTIP Performance Period) that Executive would be
entitled to receive after the completion of the applicable LTIP Performance
Period if the performance goals applicable to such LTIP Award as of the date
immediately prior to the Effective Date were achieved at the 100% level.


 


(d)           Incentive, Savings and Retirement
Plans.  Executive shall also be
entitled to participate during the Post-Change Period in all cash and equity
incentive (including long-term incentives), savings and retirement Plans
applicable to other peer executives of the Company, but in no event shall such
Plans provide Executive with incentive (including long-term incentives),
savings and retirement benefits during the Post-Change Period that are
materially less valuable or have terms materially less favorable, in the
aggregate, than the most valuable and favorable of those provided by the
Company for Executive under such Plans as in effect at any time during the
90-day period immediately before the Effective Date.


 


(e)           Welfare Benefit Plans.  During the Post-Change Period, Executive and
Executive’s family shall be eligible to participate in, and receive all
benefits under, welfare benefit Plans provided by the Company (including
medical, prescription, dental, disability, salary continuance, individual life,
group life, dependent life, accidental death and travel accident insurance Plans)
and applicable to other peer executives of the Company and their families, but
in no event shall such Plans provide benefits during the Post-Change Period
that are materially less favorable, in the aggregate, than the most favorable
of those provided to Executive under such Plans as in effect at any time during
the 90-day period immediately before the Effective Date.


 


(f)            Fringe Benefits.  During the Post-Change Period, Executive
shall be entitled to fringe benefits in accordance with the most favorable
Plans applicable to peer executives of the Company, but in no event shall such
Plans provide fringe benefits that are materially less favorable, in the
aggregate, than the most favorable of those provided by the Company to
Executive under such Plans in effect at any time during the 90-day period
immediately before the Effective Date.


 


(g)           Expenses.  During the Post-Change Period, Executive
shall be entitled to prompt reimbursement of all reasonable employment-related
expenses incurred by Executive upon the Company’s receipt of accountings in
accordance with the most favorable Policies applicable to peer executives of
the Company, but in no event shall


 


10

















 


such Policies be materially less favorable, in the aggregate,
than the most favorable of those provided by the Company for Executive under
such Policies in effect at any time during the 90-day period immediately before
the Effective Date.


 


(h)           Office and Support Staff.  During the Post-Change Period, Executive
shall be entitled to an office or offices of a size and with furnishings and
other appointments, and to secretarial and other assistance in accordance with
the most favorable Policies applicable to peer executives of the Company, but
in no event shall such Policies be materially less favorable, in the aggregate,
than the most favorable of those provided by the Company for Executive under
such Policies in effect at any time during the 90-day period immediately before
the Effective Date.


 


(i)            Vacation.  During the Post-Change Period, Executive
shall be entitled to paid vacation in accordance with the most favorable
Policies applicable to peer executives of the Company, but in no event shall
such Policies be materially less favorable, in the aggregate, than the most
favorable of those provided by the Company for Executive under such Policies in
effect at any time during the 90-day period immediately before the Effective
Date.


 


2.3           Stock Incentive Awards.


 


(a)             On
the Effective Date of a Change of Control, (i) all of Executive’s unvested
Stock Options then outstanding (whether granted before or after the Agreement
Date) shall immediately become fully vested and exercisable, and (ii) all
of Executive’s Restricted Shares then outstanding shall immediately become fully
vested and nonforfeitable.


 


(b)             [This
Section 2.3 amends all award agreements dated as of any date before the
Agreement Date.  Accordingly, all
provisions of such award agreements relating to a change of control of the
Company, including all grants of limited stock appreciation rights, are hereby
cancelled (if not previously cancelled), effective as of the Agreement
Date.](5)


 


2.4           Unfunded Deferred Compensation.  On the Effective Date of a Change of Control,
Executive shall become fully vested in all benefits previously accrued under
any deferred compensation Plan (including a SERP) that is not qualified under Section 401(a) of
the Code (a “Non-Qualified Plan”). 
Within five business days after the Effective Date of a Change of
Control, the Company shall pay to Executive a lump-sum cash amount equal to:


 


(a)           the sum of the Lump-Sum Values of all
Maximum Annuities that are payable pursuant to all defined benefit
Non-Qualified Plans, plus


 


(b)           the sum of Executive’s account
balances under all defined contribution Non-Qualified Plans.


 






(5) This text
is to be used in Agreements originally entered into prior to November 11,
2008, and being amended and restated on or after this date.


 


11

















 


To the extent that, if, for any reason, any portion of such
Non-Qualified Plan benefit is not so paid, the Company shall pay Executive in
lieu thereof a lump-sum cash payment equal to such unpaid portion within the
five-business day period specified in the preceding sentence.


 


ARTICLE III.


TERMINATION OF EMPLOYMENT


 


3.1           Disability.


 


(a)           During the Post-Change Period, the
Company may terminate Executive’s employment because of Executive’s Disability
by giving Executive or his legal representative, as applicable, (i) written
notice in accordance with Section 10.8 of the Company’s intention to
terminate Executive’s employment pursuant to this Section and (ii) a
certification of Executive’s Disability by a physician selected by the Company
or its insurers, subject to the consent of Executive or Executive’s legal
representative, which consent shall not be unreasonably withheld or
delayed.  Executive’s employment shall
terminate effective on the 30th day (the “Disability Effective Date”)
after Executive’s receipt of such notice unless, before the Disability
Effective Date, Executive shall have resumed the full-time performance of
Executive’s duties.


 


(b)           “Disability” means any
medically determinable physical or mental impairment of an Executive that:


 


(i)            has lasted for a continuous period
of not less than (x) six months or (y) such longer period, if any,
that is available to Executive under the Company’s Policies relating to the
continuation of employee status after the onset of disability, as such Policies
are in effect when Disability is determined, but in no event shall such
Policies be materially less favorable to the Executive than the most favorable
of such Policies in effect for peer executives at any time during the 90-day
period immediately before the Effective Date,


 


(ii)           can be expected to be permanent or of
indefinite duration, and


 


(iii)          renders Executive unable to perform
the duties required under this Agreement.


 


3.2           Death.  Executive’s employment shall terminate
automatically upon Executive’s death during the Post-Change Period.


 


3.3           Cause.


 


(a)           During the Post-Change Period, the
Company may terminate Executive’s employment for Cause solely in accordance
with all of the substantive and procedural provisions of this Section.


 


(b)           “Cause” means any one or more
of the following:


 


12

















 


(i)            Executive’s
conviction of a felony or other crime involving fraud, dishonesty or moral
turpitude;


 


(ii)           Executive’s willful
or reckless material misconduct in the performance of Executive’s duties;


 


(iii)          Executive’s
habitual neglect of duties; or


 


(iv)          Executive’s willful
or intentional breach of this Agreement;


 


provided, however,
that for purposes of clauses (ii), (iii), and (iv), Cause shall not include any
one or more of the following:


 


(1)           bad judgment or
negligence;


 


(2)           any act or omission
believed by Executive in good faith to have been in or not opposed to the
interest of the Company (without intent of Executive to gain, directly or
indirectly, a profit to which Executive was not legally entitled);


 


(3)           any act or omission
with respect to which a determination could properly have been made by the
Board that Executive had satisfied the applicable standard of conduct for
indemnification or reimbursement under Allstate’s by-laws, any applicable
indemnification agreement, or applicable law, in each case as in effect at the
time of such act or omission; or


 


(4)           any act or omission
with respect to which Executive receives a Notice of Consideration (as defined
below) more than six months after the earliest date on which any member of the
Board, not a party to the act or omission, knew or should have known of such
act or omission; and


 


further provided,
that if a breach of this Agreement involved an act or omission based on
Executive’s good faith and reasonable belief that Executive’s act or omission
was in the best interests of the Company or was required by applicable law or
administrative regulation, such breach shall not constitute Cause unless the
Company gives Executive written notice of such breach that specifically refers
to this Section and, within 30 days after such notice is given, Executive
fails to cure such breach to the fullest extent that it is curable.


 


(c)           The Company shall strictly observe
each of the following procedures in connection with any Termination of
Employment for Cause:


 


(i)            A meeting of the Board shall be
called for the stated purpose of determining whether Executive’s acts or
omissions satisfy the requirements of Section 3.3(b) and, if so,
whether to terminate Executive’s employment for Cause.


 


13

















 


(ii)           Not less than 30 days prior to the
date of such meeting, the Company shall provide Executive and each member of
the Board written notice (a “Notice of Consideration”) of (x) a detailed
description of the acts or omissions alleged to constitute Cause, (y) the
date, time and location of such meeting of the Board, and (z) Executive’s
rights under clause (iii) below.


 


(iii)          Executive shall have the opportunity
to appear before the Board in person and, at Executive’s option, with legal
counsel, and/or to present to the Board a written response to the Notice of
Consideration.


 


(iv)          Executive’s employment may be
terminated for Cause only if (x) the acts or omissions specified in the
Notice of Consideration did in fact occur and do constitute Cause as defined in
this Section, (y) the Board makes a specific determination to such effect
and to the effect that Executive’s employment should be terminated for Cause
and (z) the Company thereafter provides Executive with a Notice of
Termination that specifies in specific detail the basis of such Termination of
Employment for Cause and which Notice shall be consistent with the reasons set
forth in the Notice of Consideration. 
The Board’s determination specified in clause (y) of the preceding
sentence shall require the affirmative vote of at least 75% of the members of
the Board.


 


(v)           In the event that the existence of
Cause shall become an issue in any action or proceeding between the Company and
Executive, the Company shall, notwithstanding the determination referenced in
clause (iv) of this Section 3.3(c), have the burden of establishing
that the actions or omissions specified in the Notice of Consideration did in
fact occur and do constitute Cause and that the Company has satisfied the
procedural requirements of this Section 3.3(c).  The satisfaction of the Company’s burden
shall require clear and convincing evidence.


 


3.4           Good Reason.


 


(a)           During the Post-Change Period,
Executive may terminate his employment for Good Reason in accordance with the
substantive and procedural provisions of this Section.  A Termination of Employment for Good Reason
will be deemed to have occurred during the Post-Change Period if Executive
gives notice as provided in Section 3.4(d) within the Post-Change
Period and the Termination of Employment is no more than thirty (30) days after
the expiration of the cure period described in Section 3.4(e).


 


(b)           “Good Reason” means the first
to occur of the following actions or omissions that, unless otherwise
specified, occurs during a Post-Change Period without the consent of Executive:


 


(i)            a material
diminution in Executive’s base compensation;


 


(ii)           any material
diminution in Executive’s authority, duties, or responsibilities as set forth
in Paragraph 2.1(a);


 


14

















 


(iii)          any material
diminution in the authority, duties, or responsibilities of the person to whom
Executive reports, including a requirement that Executive report to a corporate
officer or employee instead of reporting directly to the Board, if applicable;


 


(iv)          a material change in
the geographic location at which Executive must perform services; or


 


(v)           any other action or
inaction that constitutes a material breach of this Agreement by the Company;


 


(c)           Any reasonable determination by
Executive that any of the events specified in subsection (b) above has
occurred and constitutes Good Reason shall be conclusive and binding for all
purposes, unless the Company establishes by clear and convincing evidence that
Executive did not have any reasonable basis for such determination.


 


(d)           In the event of any Termination of
Employment by Executive for Good Reason, Executive shall notify the Company of
the events constituting such Good Reason by a Notice of Termination within
ninety days of the date Executive should have known of the events constituting
Good Reason.


 


(e)           Company shall have thirty days from
the date Executive provides Notice of Termination pursuant to Section 3.4(d) to
remedy the conditions constituting Good Reason during which period no
termination for Good Reason shall be deemed to have occurred.


 


(f)            If the Company has not remedied the
conditions constituting Good Reason within the thirty-day period described in Section 3.4(e),
then, in order for Executive’s termination to constitute a termination for Good
Reason, the date of Termination of Employment must occur no later than twelve
(12) months after the date of the first action or omission constituting Good
Reason.


 


ARTICLE IV.


COMPANY’S OBLIGATIONS
UPON A TERMINATION OF EMPLOYMENT


 


4.1             If by Executive for Good Reason
or by the Company Other Than for Cause or Disability.  If, during the Post-Change Period, the
Company terminates Executive’s employment other than for Cause or Disability,
or if Executive terminates employment for Good Reason, the Company’s sole
obligations to Executive under Sections 2.1 and 2.2 and this Article shall
be as follows:


 


(a)             The Company shall pay Executive, in
addition to all vested rights arising from Executive’s employment as specified
in Article II, a lump-sum cash amount equal to the sum of the following:


 


(i)            all Accrued
Obligations;


 


15














 


(ii)                                  Executive’s
Pro-rata Annual Bonus reduced (but not below zero) by the amount of any Annual
Bonus paid to Executive with respect to the Company’s fiscal year in which the
Termination Date occurs;


 


(iii)                               Executive’s
Pro-rata LTIP Bonus reduced (but not below zero) by the amount of any LTIP
Bonus paid to Executive with respect to the Company’s fiscal year in which the
Termination Date occurs;


 


(iv)                              all
amounts previously deferred by, or accrued to the benefit of, Executive under
any defined contribution Non-Qualified Plans, whether or not vested, together
with any accrued earnings thereon, to the extent that such amounts and earnings
have not been previously paid by the Company (whether pursuant to Section 2.4
or otherwise);


 


(v)                                 an
amount equal to three (3.0) times the sum of (y) Base Salary, and (z) the
Target Annual Bonus, each determined as of the Termination Date; provided,
however, that any reduction in Executive’s Base Salary or Target Annual Bonus
that would qualify as Good Reason shall be disregarded for this purpose; and


 


(vi)                              to
the extent not paid pursuant to clause (iv) of this Section 4.1(a),
an amount equal to the sum of the value of the unvested portion of Executive’s
accounts or accrued benefits under any defined contribution Plan (whether or
not qualified under Section 401(a) of the Code) maintained by the
Company as of the Termination Date and forfeited by Executive by reason of the
Termination of Employment.


 


Such lump-sum amount shall be paid no more than five
business days after the date of Termination of Employment.


 


(b)                                 The
Company shall pay Executive, in lieu of all benefits under all defined benefit
Non-Qualified Plans that have accrued on or before the Termination Date but
remain unpaid as of such date, a lump-sum cash amount equal to the positive
difference, if any, between:


 


(i)                                     the
sum of the Lump-Sum Values of each Maximum Annuity that would be payable to
Executive under any defined benefit Plan (whether or not qualified under Section 401(a) of
the Code) if Executive had:


 


(1)                                  become
fully vested in all such benefits to the extent that such benefits are unvested
as of the Termination Date,


 


(2)                                  attained
as of the Termination Date an age that is three years greater than Executive’s
actual age,


 


(3)                                  accrued
a number of years of service (for purposes of determining the amount of such
benefits, entitlement to early retirement benefits, and all other purposes of
such defined benefit plans) that is three


 


16

















 


years greater than
the number of years of service actually accrued by Executive as of the
Termination Date, and


 


(4)                                  received
the lump-sum severance benefits specified in Section 4.1(a) (excluding
all LTIP Bonuses, and all amounts in respect of Stock Options or Restricted
Shares, if any) as covered compensation in equal monthly installments during
the three year period following Termination of Employment,


 


minus


 


(ii)                                the
sum of (x) the Lump-Sum Values of the Maximum Annuity benefits vested and
payable (whether currently or at some future date) to Executive under each
defined benefit Plan that is qualified under Section 401(a) of the
Code and (y) the aggregate amounts simultaneously or previously paid
(whether pursuant to Section 2.4 or otherwise) to Executive under the
defined benefit Plans (whether or not qualified under Section 401(a) of
the Code) described in clause (i) of this Section 4.1(b).


 


(c)                                  Such
lump-sum amount shall be paid no more than five business days after the date of
Termination of Employment. (i) On the date of Termination of Employment,
all of Executive’s unvested Stock Options then outstanding (whether granted
before or after the Agreement Date) shall immediately become fully vested and
exercisable, and (ii) all of Executive’s Restricted Shares then
outstanding shall immediately become fully vested and nonforfeitable.  This Section 4.1(c) amends all
award agreements dated as of any date before the Agreement Date.


 


(d)                                 All
of Executive’s then-outstanding Stock Options that were granted after the
Agreement Date, whether vested on or before the date of Termination of
Employment, shall thereafter remain exercisable until the last to occur of (x) the
first anniversary of the date of Termination of Employment, and (y) any
period provided in the applicable stock option agreement or stock option plan
as then in effect, but in no event shall such period of exercisability continue
after the earlier of (i) the date on which such Stock Options would have
expired if Executive had remained an employee of the Company, or (ii) the
tenth anniversary of the original date of the Stock Option grant.


 


(e)                                  Within
five business days after date of Executive’s Termination of Employment, the
Company shall deliver to Executive certificates for all Restricted Shares
theretofore held by or on behalf of the Company.


 


(f)                                    The
Company shall pay on behalf of Executive all reasonable fees and costs charged
by the outplacement firm selected by Executive to provide outplacement services
to Executive that are incurred no later than the end of the second year
following the year in which the Termination of Employment occurs.


 


(g)                                 During
the period of time which Executive would be entitled to continuation coverage
under a Company-sponsored group health plan under Section 4980 of the Code
or such later date as any Plan may specify, the Company shall continue to 


 


17

















 


make available to Executive and Executive’s family
welfare benefits (including medical, prescription, dental, disability, salary
continuance, individual life, group life, accidental death and travel accident
insurance plans and programs) that are at least as favorable as the most
favorable Plans of the Company applicable to other peer executives and their
families as of the Termination Date, but which are in no event less favorable
than the most favorable Plans of the Company applicable to other peer
executives and their families during the 90-day period immediately before the
Effective Date.  The cost of such welfare
benefits, including continuation coverage required by Section 4980 of the
Code (“COBRA”), to Executive shall not exceed the cost of such benefits to
Executive immediately before the Termination Date or, if less, the Effective
Date.  Executive’s rights under this Section shall
be co-extensive with any post-termination continuation coverage Executive may
have pursuant to applicable law, including COBRA,.  Accordingly, in order to receive this
coverage, Executive shall timely elect continuation coverage under COBRA for
Executive and Executive’s covered dependents. 
Notwithstanding any of the above, such welfare benefits shall be
secondary to any similar welfare benefits provided by Executive’s subsequent
employer as provided in the Plans.


 


4.2                                 If
by the Company for Cause.  If the
Company terminates Executive’s employment for Cause during the Post-Change
Period, the Company’s sole obligation to Executive under Sections 2.1 and 2.2
and this Article shall be to pay Executive a lump-sum cash amount equal to
all Accrued Obligations determined as of the Termination Date.


 


4.3                                 If
by Executive Other Than for Good Reason. 
If Executive terminates employment during the Post-Change Period other
than for Good Reason, Disability or death, the Company’s sole obligation to
Executive under Sections 2.1 and 2.2 and this Article shall be to pay
Executive a lump-sum cash amount equal to all Accrued Obligations determined as
of the Termination Date.


 


4.4                                 If
by the Company for Disability.  If
the Company terminates Executive’s employment by reason of Executive’s Disability
during the Post-Change Period, the Company’s sole obligation to Executive under
Sections 2.1 and 2.2 and this Article shall be as follows:


 


(a)                                  to
pay Executive a lump-sum cash amount equal to all Accrued Obligations
determined as of the Termination Date, and


 


(b)                                 to
provide Executive disability and other benefits after the Termination Date that
are not less favorable to Executive than the most favorable of such benefits
then available under Plans of the Company to disabled peer executives of the
Company.


 


Such disability and other benefits shall also be not materially less
favorable, in the aggregate, to Executive than the most favorable of the
disability and other benefits available to Executive under such Plans in effect
at any time during the 90-day period immediately preceding the Effective Date.


 


4.5                                 If
Upon Death.  If Executive’s
employment is terminated by reason of Executive’s death during the Post-Change
Period, the Company’s sole obligations to Executive under Sections 2.1 and 2.2
and this Article shall be as follows:


 


18

















 


(a)                                  to
pay Executive’s estate or Beneficiary a lump-sum cash amount equal to all
Accrued Obligations; and


 


(b)                                 to
provide Executive’s estate or Beneficiary survivor and other benefits that are
not less than the most favorable survivor and other benefits then available
under Plans of the Company to the estates or the surviving families of peer
executives of the Company.


 


Such survivor benefits shall also be no less favorable, in the
aggregate, than the most favorable of the survivor benefits available to
Executive under such Plans in effect at any time during the 90-day period
immediately preceding the Effective Date.


 


4.6                                 Amount
Contested.


 


(a)                                  In
the event of any dispute between the Company and Executive as to the nature or
extent of the Company’s obligation to make any payments or provide other
benefits to Executive or Executive’s family pursuant to Sections 4.1 or 2.4,
Executive shall have the right, exercisable by written notice given to the
Company within 90 days after the Executive believes a payment or provision of
benefits should have occurred, to obtain, within 30 days after the Company’s
receipt of Executive’s demand therefor, a written certificate prepared by the
Company and certified by Allstate’s independent auditors (a “Section 4.6
Certificate”). The Section 4.6 Certificate shall specify in detail
either (i) the amount and nature of each payment or other benefit that the
Company believes is then due and owing to Executive pursuant to Section 2.4
or 4.1, as applicable, or (ii) if the Company asserts that the conditions
to Executive’s entitlement to severance or other benefits pursuant to Section 4.1
or 2.4, as applicable, have for any reason not been satisfied, the amount and
nature of each payment or other benefit that the Company believes would be due
and owing to Executive pursuant to Section 4.1 or 2.4, as applicable, if
all of such applicable conditions had been fully satisfied.  Executive may not demand more than one Section 4.6
Certificate in respect of his rights under Section 4.1 or more than one Section 4.6
Certificate in respect of his rights under Section 2.4.


 


(b)                                 Each
Section 4.6 Certificate shall include schedules that specify in detail how
each amount or other benefit specified therein was computed, together with
appropriate references to specific provisions of this Agreement or of any
applicable Plans or Policies of the Company, copies of which Plans or Policies
shall be attached to such schedules.


 


(c)                                  The
Company shall be precluded from asserting that any portion of the payments or
other benefits due to Executive pursuant to Section 4.1 or 2.4, as
applicable, is less than the amount specified in the Section 4.6
Certificate. The Section 4.6 Certificate shall in no event be binding on
Executive and Executive shall have the right to assert that any or all of the
payments or other benefits to be provided pursuant to Section 4.1 or 2.4
are greater than or different from those specified in the Section 4.6
Certificate.


 


19

















 


(d)                                 If
the Company shall for any reason fail to deliver to Executive a Section 4.6
Certificate in compliance with this Section within 30 days after the
Company’s receipt of Executive’s written demand therefor, Executive’s
determination of the amount and nature of payments or other benefits due to
Executive (i) pursuant to Section 4.1 and set forth in an Executive’s
Severance Determination (as defined below) or (ii) pursuant to Section 2.4
and set forth in an Executive’s Deferred Compensation Determination (as defined
below) shall be conclusive and binding for all purposes of this Agreement
unless the Company shall establish, by clear and convincing evidence, that
Executive’s Severance Determination or Executive’s Deferred Compensation
Determination, as applicable, is incorrect and that a different amount (which
may be zero or a positive amount) or nature of payments or other benefits is
correct.  “Executive’s Severance
Determination” means an opinion of nationally recognized executive
compensation counsel to the effect that the amount and nature of severance and
other benefits due to Executive pursuant to Section 4.1 is the amount and
nature that a court of competent jurisdiction, based on a final judgment not
subject to further appeal, is most likely to decide to have been calculated in
accordance with this Agreement and applicable law.  “Executive’s Deferred Compensation
Determination” means an opinion of nationally recognized executive
compensation counsel to the effect that the amount of payments due to Executive
pursuant to Section 2.4 is the amount that a court of competent
jurisdiction, based on a final judgment not subject to further appeal, is most
likely to decide to have been calculated in accordance with this Agreement and
applicable law.


 


ARTICLE V.

CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY


 


5.1                                 Gross-up
for Certain Taxes.


 


(a)                                  If
it is determined by Allstate’s independent auditors that any monetary or other
benefit received or deemed received by Executive from the Company or any
Affiliate pursuant to this Agreement or otherwise, whether or not in connection
with a Change of Control (such monetary or other benefits collectively, the “Potential
Parachute Payments”), is or will become subject to any excise tax under Section 4999
of the Code or any similar tax under any United States federal, state, local or
other law other than Section 409A of the Code (such excise tax and all
such similar taxes collectively, “Excise Taxes”), then the Company shall,
subject to Sections 5.6 and 5.7, within five business days after such
determination, pay Executive an amount (the “Gross-Up Payment”) equal to
the product of:


 


(i)                         the
amount of such Excise Taxes


 


multiplied by


 


(ii)                      the
Gross-Up Multiple (as defined in Section 5.4).


 


20

















 


The Gross-Up Payment is intended to compensate
Executive for all Excise Taxes payable by Executive with respect to Potential
Parachute Payments and all Taxes or Excise Taxes payable by Executive with
respect to the Gross-Up Payment.  The
Company shall not compensate Executive for any taxes, penalties or interest
related to Section 409A of the Code payable by Executive.


 


(b)                                 The
determination of Allstate’s independent auditors described in Section 5.1(a),
including the detailed calculations of the amounts of the Potential Parachute
Payments, Excise Taxes and Gross-Up Payment and the assumptions relating
thereto, shall be set forth in a written certificate of such auditors (the “Company
Certificate”) delivered to Executive. 
Executive or the Company may at any time request the preparation and
delivery to Executive of a Company Certificate. 
The Company shall cause the Company Certificate to be delivered to
Executive as soon as reasonably possible after such request.


 


5.2                                 Determination
by Executive.


 


(a)                                  If
(i) the Company shall fail to deliver a Company Certificate to Executive
within 30 days after its receipt of his written request therefor, or (ii) within
90 days after Executive’s receipt of a Company Certificate, Executive provides
notice to Company that Executive disputes either (x) the amount of the
Gross-Up Payment set forth therein or (y) the determination set forth
therein to the effect that no Gross-Up Payment is due by reason of Section 5.7
or otherwise, and Executive takes further measures within 180 days to enforce
the Gross-Up Payment, then Executive may elect to require the Company to pay a
Gross-Up Payment in the amount determined by Executive as set forth in an
Executive Counsel Opinion (as defined in Section 5.5).  Any such demand by Executive shall be made by
delivery to the Company of a written notice that specifies the Gross-Up Payment
determined by Executive (together with the detailed calculations of the amounts
of Potential Parachute Payments, Excise Taxes and Gross-Up Payment and the
assumptions relating thereto) and an Executive Counsel Opinion regarding such
Gross-Up Payment (such written notice and opinion collectively, the “Executive’s
Gross-Up Determination”).  Within 30
days after delivery of an Executive’s Gross-Up Determination to the Company,
the Company shall either (i) pay Executive the Gross-Up Payment set forth
in the Executive’s Gross-Up Determination (less the portion thereof, if any,
previously paid to Executive by the Company) or (ii) deliver to Executive
a Company Certificate and a Company Counsel Opinion (as defined in Section 5.5),
and pay Executive the Gross-Up Payment specified in such Company
Certificate.  If for any reason the
Company fails to comply with the preceding sentence, the Gross-Up Payment
specified in the Executive’s Gross-Up Determination shall be controlling for
all purposes.


 


(b)                                 If
Executive does not request a Company Certificate, and the Company does not
deliver a Company Certificate to Executive, then (i) the Company shall,
for purposes of Section 5.7, be deemed to have determined that no Gross-Up
Payment is due and (ii) Executive shall not pay any Excise Taxes in
respect of Potential Parachute Payments except in accordance with Sections 5.6(a) or
(d).


 


21

















 


5.3                                       Additional
Gross-up Amounts.  If for any reason
(whether pursuant to subsequently enacted provisions of the Code other than Section 409A
of the Code, final regulations or published rulings of the IRS, a final
judgment of a court of competent jurisdiction, a determination of the Company’s
independent auditors set forth in a Company Certificate or, subject to the last
two sentences of Section 5.2(a), an Executive’s Gross-Up Determination) it
is later determined that the amount of Excise Taxes payable by Executive is
greater than the amount determined by the Company or Executive pursuant to Section 5.1
or 5.2, as applicable, then the Company shall, subject to Sections 5.6 and 5.7,
pay Executive within 30 days after the determination an amount (which shall
also be deemed a Gross-Up Payment) equal to the product of:


 


(a)                                  the
sum of (i) such additional Excise Taxes and (ii) any interest,
penalties, expenses or other costs incurred by Executive as a result of having
taken a position in accordance with a determination made pursuant to Section 5.1
or 5.2, as applicable,


 


multiplied by


 


(b)                                 the
Gross-Up Multiple.


 


5.4                                 Gross-up
Multiple.  The “Gross-Up Multiple”
shall equal a fraction, the numerator of which is one (1.0), and the
denominator of which is one (1.0) minus the lesser of (i) the sum,
expressed as a decimal fraction, of the effective after-tax marginal rates of
all Taxes and any Excise Taxes applicable to the Gross-Up Payment or (ii) 0.80,
it being intended that the Gross-Up Multiple shall in no event exceed five
(5.0).  (If different rates of tax are
applicable to various portions of a Gross-Up Payment, the weighted average of
such rates shall be used.)  For purposes
of this Section, Executive shall be deemed to be subject to the highest
effective after-tax marginal rate of Taxes.


 


5.5                                 Opinion
of Counsel.  “Executive Counsel
Opinion” means an opinion of nationally recognized executive compensation
counsel to the effect (i) that the amount of the Gross-Up Payment
determined by Executive pursuant to Section 5.2 is the amount that a court
of competent jurisdiction, based on a final judgment not subject to further
appeal, is most likely to decide to have been calculated in accordance with
this Article and applicable law and (ii) if the Company has
previously delivered a Company Certificate to Executive, that there is no
reasonable basis or no substantial authority for the calculation of the
Gross-Up Payment set forth in the Company Certificate. “Company Counsel
Opinion” means an opinion of nationally recognized executive compensation
counsel to the effect that (i) the amount of the Gross-Up Payment set
forth in the Company Certificate is the amount that a court of competent
jurisdiction, based on a final judgment not subject to further appeal, is most
likely to decide to have been calculated in accordance with this Article and
applicable law and (ii) for purposes of Section 6662 of the Code,
Executive has substantial authority to report on his federal income tax return
the amount of Excise Taxes set forth in the Company Certificate.


 


22

















 


5.6                                 Amount
Increased or Contested.


 


(a)                                  Executive
shall notify the Company in writing (an “Executive’s Notice”) of any
claim by the IRS or other taxing authority (an “IRS Claim”) that, if
successful, would require the payment by Executive of Excise Taxes in respect
of Potential Parachute Payments in an amount in excess of the amount of such
Excise Taxes determined in accordance with Section 5.1 or 5.2, as
applicable.  Executive’s Notice shall
include the nature and amount of such IRS Claim, the date on which such IRS
Claim is due to be paid (the “IRS Claim Deadline), and a copy of all
notices and other documents or correspondence received by Executive in respect
of such IRS Claim.  Executive shall give
the Executive’s Notice as soon as practicable, but no later than the earlier of
(i) 10 business days after Executive first obtains actual knowledge of
such IRS Claim or (ii) five business days before the IRS Claim Deadline;
provided, however, that any failure to give such Executive’s Notice shall
affect the Company’s obligations under this Article only to the extent
that the Company is actually prejudiced by such failure.  If at least one business day before the IRS
Claim Deadline the Company shall:


 


(i)                                     deliver
to Executive a Company Certificate to the effect that the IRS Claim has been
reviewed by the Company’s independent auditors and, notwithstanding the IRS
Claim, the amount of Excise Taxes, interest or penalties payable by Executive
is less than the amount specified in the IRS Claim,


 


(ii)                                  pay
to Executive an amount (which shall also be deemed a Gross-Up Payment) equal to
the positive difference between the product of (x) the amount of Excise
Taxes, interest and penalties specified in the Company Certificate, if any,
multiplied by (y) the Gross-Up Multiple, less the portion of such product,
if any, previously paid to Executive by the Company, and


 


(iii)                               direct
Executive pursuant to Section 5.6(d) to contest the balance of the
IRS Claim,


 


then Executive shall pay only the amount, if any, of
Excise Taxes, interest and penalties specified in the Company Certificate.  In no event shall Executive pay an IRS Claim
earlier than 30 days after having given an Executive’s Notice to the Company
(or, if sooner, the IRS Claim Deadline).


 


(b)                                 At
any time after the payment by Executive of any amount of Excise Taxes or
related interest or penalties in respect of Potential Parachute Payments (whether
or not such amount was based on a Company Certificate, an Executive’s Gross-Up
Determination or an IRS Claim), the Company may in its discretion require
Executive to pursue a claim for a refund (a “Refund Claim”) of all or
any portion of such Excise Taxes, interest or penalties as the Company may
specify by written notice to Executive.


 


(c)                                  If
the Company notifies Executive in writing that the Company desires Executive to
contest an IRS Claim or to pursue a Refund Claim, Executive shall:


 


(i)                                     give
the Company all information that it reasonably requests in writing from time to
time relating to such IRS Claim or Refund Claim, as applicable,


 


23

















 


(ii)                                  take
such action in connection with such IRS Claim or Refund Claim (as applicable)
as the Company reasonably requests in writing from time to time, including
accepting legal representation with respect thereto by an attorney selected by
the Company, subject to the approval of Executive (which approval shall not be
unreasonably withheld or delayed),


 


(iii)                               cooperate
with the Company in good faith to contest such IRS Claim or pursue such Refund
Claim, as applicable,


 


(iv)                              permit
the Company to participate in any proceedings relating to such IRS Claim or
Refund Claim, as applicable, and


 


(v)                                 contest
such IRS Claim or prosecute Refund Claim (as applicable) to a determination
before any administrative tribunal, in a court of initial jurisdiction and in
one or more appellate courts, as the Company may from time to time determine in
its discretion.


 


The Company shall control all proceedings in
connection with such IRS Claim or Refund Claim (as applicable) and in its
discretion may cause Executive to pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the IRS or other taxing
authority in respect of such IRS Claim or Refund Claim (as applicable);
provided that (i) any extension of the statute of limitations relating to
payment of taxes for the taxable year of Executive relating to the IRS Claim is
limited solely to such IRS Claim, (ii) the Company’s control of the IRS
Claim or Refund Claim (as applicable) shall be limited to issues with respect
to which a Gross-Up Payment would be payable, and (iii) Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by
the IRS or other taxing authority.


 


(d)                                 The
Company may at any time in its discretion direct Executive to (i) contest
the IRS Claim in any lawful manner or (ii) pay the amount specified in an
IRS Claim and pursue a Refund Claim; provided, however, that if the Company
directs Executive to pay an IRS Claim and pursue a Refund Claim, the Company
shall advance the amount of such payment to Executive on an interest-free basis
and shall indemnify Executive, on an after-tax basis, for any Taxes, Excise
Taxes and related interest or penalties imposed with respect to such advance.


 


(e)                                  The
Company shall pay directly all legal, accounting and other costs and expenses
(including additional interest and penalties) incurred by the Company or
Executive in connection with any IRS Claim or Refund Claim, as applicable, and
shall indemnify Executive, on an after-tax basis, for any Taxes, Excise Taxes
and related interest and penalties imposed as a result of such payment of costs
and expenses.


 


5.7                                 Limitations
on Gross-Up Payments.


 


(a)                                  Notwithstanding
any other provision of this Article V, if the aggregate After-Tax Amount
(as defined below) of the Potential Parachute Payments and Gross-Up 


 


24

















 


Payment that, but for this Section 5.7, would be
payable to Executive, does not exceed 110% of the After-Tax Floor Amount (as
defined below), then no Gross-Up Payment shall be made to Executive and the
aggregate amount of Potential Parachute Payments payable to Executive shall be
reduced (but not below the Floor Amount) to the largest amount that would both (i) not
cause any Excise Taxes to be payable by Executive and (ii) not cause any
Potential Parachute Payments to become nondeductible by the Company by reason
of Section 280G of the Code (or any successor provision).  For purposes of the preceding sentence,
Executive shall be deemed to be subject to the highest effective after-tax
marginal rate of Taxes.


 


(b)                                 For
purposes of this Agreement:


 


(i)                                     “After-Tax
Amount” means the portion of a specified amount that would remain after
payment of all Taxes and Excise Taxes paid or payable by Executive in respect
of such specified amount; and


 


(ii)                                  “Floor
Amount” means the greatest pre-tax amount of Potential Parachute Payments
that could be paid to Executive without causing Executive to become liable for
any Excise Taxes in connection therewith; and


 


(iii)                               “After-Tax
Floor Amount” means the After-Tax Amount of the Floor Amount.


 


5.8                                 Refunds.  If, after the receipt by Executive of any
payment or advance of Excise Taxes by the Company pursuant to this Article,
Executive receives any refund with respect to such Excise Taxes, Executive
shall (subject to the Company’s complying with any applicable requirements of Section 5.6)
promptly pay the Company the amount of such refund (together with any interest
paid or credited thereon after Taxes applicable thereto).  If, after the receipt by Executive of an
amount advanced by the Company pursuant to Section 5.6, a determination is
made that Executive shall not be entitled to any refund with respect to such
claim and the Company does not notify Executive in writing of its intent to
contest such determination within 30 days after the Company receives written
notice of such determination, then such advance shall be forgiven and shall not
be required to be repaid and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.  Any contest of a denial of refund shall be
controlled by Section 5.6.


 


ARTICLE VI.

EXPENSES AND INTEREST


 


6.1                                 Legal
and Other Expenses.


 


(a)                                  If
Executive incurs legal fees (including fees in connection with the delivery of
an Executive Counsel Opinion) or other expenses (including expert witness and
accounting fees) in an effort to determine, secure, preserve, establish
entitlement to, or obtain benefits under this Agreement (collectively, “Legal
and Other Expenses”), the Company shall, regardless of the outcome of such
effort, pay or reimburse Executive for such Legal and Other Expenses in
accordance with Section 6.1(b).


 


25














 


(b)                                 All
Legal and Other Expenses shall be paid or reimbursed on a monthly basis within
10 days after Allstate’s receipt of Executive’s written request accompanied by
evidence that such Legal and Other Expenses were incurred.


 


(c)                                  If
Executive does not prevail (after exhaustion of all available judicial
remedies) in respect of a claim by Executive or by the Company hereunder, and
the Company establishes before a court of competent jurisdiction, by clear and
convincing evidence, that Executive had no reasonable basis for his claim
hereunder, or for his response to the Company’s claim hereunder, or acted in
bad faith, no further payment of or reimbursement for Legal and Other Expenses
shall be due to Executive in respect of such claim and Executive shall refund
any amounts previously paid or reimbursed hereunder with respect to such claim.


 


6.2                                 Interest.  If the Company does not pay an amount due to
Executive under this Agreement within five business days after such amount
first became due and owing, interest shall accrue on such amount from the date
it became due and owing until the date of payment at an annual rate equal to
200 basis points above the base commercial lending rate published in The Wall Street Journal in effect from time to time during
the period of such nonpayment.


 


ARTICLE VII.


NO SET-OFF OR MITIGATION


 


7.1                                 No
Set-off by Company.  Executive’s
right to receive when due the payments and other benefits provided for under
this Agreement is absolute, unconditional and subject to no set-off, counterclaim
or legal or equitable defense.  Time is
of the essence in the performance by the Company of its obligations under this
Agreement.  Any claim that the Company
may have against Executive, whether for a breach of this Agreement or
otherwise, shall be brought in a separate action or proceeding and not as part
of any action or proceeding brought by Executive to enforce any rights against
the Company under this Agreement, except if (i) the Company’s claim is
determined by a court to be a compulsory counterclaim under applicable law or (ii) if
a court determines that the Company would otherwise be materially prejudiced if
its claim were to be brought in a separate action.


 


7.2                                 No
Mitigation.  Executive shall not have
any duty to mitigate the amounts payable by the Company under this Agreement by
seeking new employment or self-employment following termination.  Except as specifically otherwise provided in
this Agreement, all amounts payable pursuant to this Agreement shall be paid
without reduction regardless of any amounts of salary, compensation or other
amounts that may be paid or payable to Executive as the result of Executive’s
employment by another employer or self-employment.


 


ARTICLE VIII.


RESTRICTIVE COVENANTS


 


8.1                                 Non-Competition.  If Executive remains employed by the Company
on the Effective Date, Executive shall not at any time during the period beginning
on the Effective Date


 


26

















 


and ending on the first anniversary of the Termination Date, directly or
indirectly, in any capacity:


 


(a)                                  engage
or participate in, become employed by, serve as a director of, or render
advisory or consulting or other services in connection with, any Competitive
Business; provided, however, that this Section 8.1(a) shall not
preclude Executive from being an employee of, or consultant to, any business
unit of a Competitive Business if (i) such business unit does not qualify
as a Competitive Business in its own right and (ii) Executive does not
have any direct or indirect involvement in, or responsibility for, any
operations of such Competitive Business that cause it to qualify as a
Competitive Business; or


 


(b)                                 make
or retain any financial investment, whether in the form of equity or debt, or
own any interest, in any Competitive Business; provided, however, that nothing
in this subsection shall restrict Executive from making an investment in any
Competitive Business if such investment (i) represents no more than 1% of
the aggregate market value of the outstanding capital stock or debt (as
applicable) of such Competitive Business, (ii) does not give Executive any
right or ability, directly or indirectly, to control or influence the policy
decisions or management of such Competitive Business, and (iii) does not
create a conflict of interest between Executive’s duties under this Agreement
and his interest in such investment.


 


8.2                                 Non-Solicitation.  If Executive remains employed by the Company
on the Effective Date, Executive shall not at any time during the period
beginning on the Effective Date and ending on the first anniversary of the
Termination Date, directly or indirectly:


 


(a)                                  other
than in connection with the good-faith performance of his duties as an officer
of the Company, encourage any employee or agent of the Company to terminate his
relationship with the Company;


 


(b)                                 employ,
engage as a consultant or adviser, or solicit the employment or engagement as a
consultant or adviser, of any employee or agent of the Company (other than by
the Company or its Affiliates), or cause or encourage any Person to do any of
the foregoing;


 


(c)                                  establish
(or take preliminary steps to establish) a business with, or encourage others
to establish (or take preliminary steps to establish) a business with, any
employee or agent of the Company; or


 


(d)                                 interfere
with the relationship of the Company with, or endeavor to entice away from the
Company, any Person who or which at any time during the period commencing one
year prior to the Agreement Date was or is a material customer or material
supplier of, or maintained a material business relationship with, the Company.


 


8.3                                 Reasonableness
of Restrictive Covenants.


 


(a)                                  Executive
acknowledges that the covenants contained in Sections 8.1 and 8.2 are
reasonable in the scope of the activities restricted, the geographic area


 


27

















 


covered by the restrictions, and the duration of the
restrictions, and that such covenants are reasonably necessary to protect the
Company’s relationships with its employees, customers and suppliers.  Executive further acknowledges such covenants
are essential elements of this Agreement and that, but for such covenants, the
Company would not have entered into this Agreement.


 


(b)                                 The
Company and Executive have each consulted with their respective legal counsel
and have been advised concerning the reasonableness and propriety of such
covenants.  Executive acknowledges that
his observance of the covenants contained in Sections 8.1 and 8.2 will not deprive
him of the ability to earn a livelihood or to support his dependents.


 


8.4                                 Right
to Injunction; Survival of Undertakings.


 


(a)                                  In
recognition of the necessity of the limited restrictions imposed by Sections
8.1 and 8.2, the parties agree that it would be impossible to measure solely in
money the damages that the Company would suffer if Executive were to breach any
of his obligations under such Sections. 
Executive acknowledges that any breach of any provision of such Sections
would irreparably injure the Company. 
Accordingly, Executive agrees that the Company shall be entitled, in
addition to any other remedies to which the Company may be entitled under this
Agreement or otherwise, to an injunction to be issued by a court of competent
jurisdiction, to restrain any actual breach, or threatened breach, of such
provisions, and Executive hereby waives any right to assert any defense that
the Company has an adequate remedy at law for any such breach.


 


(b)                                 If
a court determines that any of the covenants included in this Article VIII
is unenforceable in whole or in part because of such covenant’s duration or
geographical or other scope, such court may modify the duration or scope of
such provision, as the case may be, so as to cause such covenant as so modified
to be enforceable.


 


(c)                                  All
of the provisions of this Article VIII shall survive any Termination of
Employment without regard to (i) the reasons for such termination or (ii) the
expiration of the Agreement Term.


 


8.5                                 Non-Disparagement.  If Executive remains employed by the Company
on the Effective Date, Executive shall not at any time during the two-year
period commencing on the Termination Date (a) make any written or oral
statement that brings the Company or any of its then-current or former
employees, officers or agents into disrepute, or tarnishes any of their images
or reputations or (b) publish, comment on or disseminate any statements
suggesting or accusing the Company or any of its then-current or former agents,
employees or officers of any misconduct or unlawful behavior.  This Section shall not be deemed to be
breached by testimony of Executive given in any judicial or governmental
proceeding that Executive reasonably believes to be truthful at the time given
or by any other action of Executive that he reasonably believes is taken in accordance
with the requirements of applicable law or administrative regulation.


 


28

















 


ARTICLE IX.


NON-EXCLUSIVITY OF RIGHTS


 


9.1                                 Waiver
of Certain Other Rights.  To the
extent that Executive shall have received severance payments or other severance
benefits under any other Plan or agreement of the Company prior to receiving
severance payments or other severance benefits pursuant to Article IV, the
severance payments and other severance benefits under such other Plan or
agreement shall reduce (but not below zero) the corresponding severance
payments or other severance benefits to which Executive shall be entitled under
Article IV.  To the extent that
Executive receives payments or other benefits pursuant to Article IV,
Executive hereby waives the right to receive a corresponding amount of future
severance payments or other severance benefits under any other Plan or
agreement of the Company.  To the extent
that Executive receives payments pursuant to Section 4.1(b), Executive
hereby waives the right to receive payments or other benefits under any
Non-Qualified Plan that have accrued as of the Termination Date.  To the extent that Executive received
payments or other benefits pursuant to Section 4.1(a)(ii) or
(iii),  Executive hereby waives the right
to receive any Annual Bonus or LTIP Bonus payments with respect to the Annual
Performance Period or LTIP Performance Periods in effect as of the Termination
Date.


 


9.2                                 Other
Rights.  Except as expressly provided
in Section 9.1, this Agreement shall not prevent or limit Executive’s
continuing or future participation in any benefit, bonus, incentive or other
Plans provided by the Company and for which Executive may qualify, nor shall
this Agreement limit or otherwise affect such rights as Executive may have
under any other agreements with the Company. 
Amounts that are vested benefits or which Executive is otherwise
entitled to receive under any Plan and any other payment or benefit required by
law at or after the Termination Date shall be payable in accordance with such
Plan or applicable law except as expressly modified by this Agreement.


 


ARTICLE X.


MISCELLANEOUS


 


10.1                           No
Assignability.  This Agreement is
personal to Executive and without the prior written consent of the Company
shall not be assignable by Executive otherwise than by will or the laws of
descent and distribution.  This Agreement
shall inure to the benefit of and be enforceable by Executive’s legal
representatives.


 


10.2                           Successors.  This Agreement shall inure to the benefit of
and be binding on the Company and its successors and assigns.  The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such
succession had taken place.  Any
successor to the business or assets of the Company that assumes or agrees to
perform this Agreement by operation of law, contract, or otherwise shall be
jointly and severally liable with the Company under this Agreement as if such
successor were the Company.


 


29

















 


10.3                           Payments
to Beneficiary.  If Executive dies
before receiving amounts to which Executive is entitled under this Agreement,
such amounts shall be paid in a lump sum to one or more beneficiaries
designated in writing by Executive (each, a “Beneficiary”), or if none
is so designated, to Executive’s estate.


 


10.4                           Non-Alienation
of Benefits.  Benefits payable under
this Agreement shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution
or levy of any kind, either voluntary or involuntary, before actually being
received by Executive, and any such attempt to dispose of any right to benefits
payable under this Agreement shall be void.


 


10.5                           No
Deference.  Unless otherwise expressly
provided in this Agreement, no determination pursuant to, or interpretation of,
this Agreement made by the board of directors (or any committee thereof) of
Allstate or any Successor Corporation shall be entitled to any presumptive
validity or other deference in connection with any judicial or administrative
proceeding relating to or arising under this Agreement.


 


10.6                           Severability.  If any one or more Articles, Sections or
other portions of this Agreement are declared by any court or governmental authority
to be unlawful or invalid, such unlawfulness or invalidity shall not serve to
invalidate any Article, Section or other portion not so declared to be
unlawful or invalid.  Any Article, Section or
other portion so declared to be unlawful or invalid shall be construed so as to
effectuate the terms of such Article, Section or other portion to the
fullest extent possible while remaining lawful and valid.


 


10.7                           Amendments.  This Agreement shall not be amended or
modified except by written instrument executed by Executive, Allstate and AIC.


 


10.8                           Notices.  All notices and other communications under
this Agreement shall be in writing and delivered by hand, by nationally
recognized delivery service that promises overnight delivery, or by first-class
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:


 


If to Executive, to
Executive at his most recent home address on file with the Company.


 


If to Allstate or AIC:


 


The Allstate Corporation


2775 Sanders Road


Northbrook, Illinois  60062


Attention:  General Counsel


 


or to such other address as either party shall have furnished to the
other in writing.  Notice and
communications shall be effective when actually received by the addressee.


 


10.9                           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together constitute one and the same instrument.


 


30

















 


10.10                     Governing Law.  This Agreement shall be interpreted and
construed in accordance with the laws of the State of Illinois, without regard
to its choice of law principles.


 


10.11                     Captions.  The captions of this Agreement are not a part
of the provisions hereof and shall have no force or effect.


 


10.12                     Number and Gender.  Wherever appropriate, the singular shall
include the plural, the plural shall include the singular, and the masculine
shall include the feminine.


 


10.13                     Tax Withholding.  The Company may withhold from any amounts
payable under this Agreement any Taxes that are required to be withheld by any
applicable law or regulation.


 


10.14                     No Waiver.  Executive’s failure to insist upon strict
compliance with any provision of this Agreement shall not be deemed a waiver of
such provision or any other provision of this Agreement.  A waiver of any provision of this Agreement
shall not be deemed a waiver of any other provision, and any waiver of any
default in any such provision shall not be deemed a waiver of any later default
thereof or of any other provision.


 


10.15                     Joint and Several Liability.  The obligations of Allstate and AIC to
Executive under this Agreement shall be joint and several.


 


10.16                     No Rights Prior to Effective
Date.  Notwithstanding any provision
of this Agreement to the contrary, this Agreement shall not entitle Executive
to any compensation, severance or other benefits of any kind prior to an
Effective Date.


 


10.17                     Six-month Delay.  Any payment considered to be deferred
compensation under Section 409A of the Code and not subject to an exception
or exemption thereunder, shall not be paid to Executive prior to the first
business day following the date that is six (6) months after the date of
Executive’s Termination of Employment. 
Any payments that would otherwise have been made to Executive during
such six (6) month period shall instead be aggregated and not paid to
Executive prior to the first business day following the date that is six (6) months
after the date of  Executive’s
Termination of Employment.  Any payments
subject to a six-month delay shall be paid with interest which shall accrue
from the date such payment became due and owing until the date of payment at an
annual rate equal to 200 basis points above the base commercial lending rate
published in The Wall Street Journal in effect
from time to time during the six-month delay period.  Any payments scheduled to be made after the
date that is six (6) months after the Termination of Employment shall be
paid to Executive in accordance with the other provisions of this Agreement or
applicable plan.


 


10.18.                  Interpretation to Avoid 409A
Penalties.  This Agreement is
intended to comply with the provisions of Section 409A of the Code so as
to avoid the imposition of excise taxes and penalties on the Executive under Section 409A
of the Code.  The Agreement shall be
interpreted, construed and administered consistent with that intent.


 


10.19                     Entire
Agreement.  This Agreement contains
the entire understanding of Allstate, AIC and Executive with respect to its
subject matter.


 


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[IN WITNESS WHEREOF, Executive, Allstate and AIC have
executed this Change of Control Employment Agreement as of the date first above
written.](6)


 


[IN WITNESS WHEREOF, Executive, Allstate and AIC have
executed this Amended and Restated Change of Control Employment Agreement as
of 
                                                        .](7)


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [insert
  name of Executive]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE ALLSTATE
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ALLSTATE INSURANCE
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 






(6) This text is to be used in Agreements entered into on or after
November 11, 2008.


(7) This text is to be used in Agreements originally entered into
prior to November 11, 2008, and being amended and restated on or after
this date.


 


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