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                                                                   Exhibit 10.15

Region - Dept
Employee Name
Address
City, State   Zip Code

                                                            Grant Date:
                                                            Number of Shares:
                                                            Price Per Share:
                                                            Employee #:
                                                            Reference:

1.                GRANT OF OPTION AND VESTING SCHEDULE.

Pursuant to action taken by the Board of Directors of The Allstate Corporation
(the "Company") and the Compensation and Succession Committee (the "Committee")
under The Allstate Corporation Equity Incentive Plan (the "Plan"), the terms of
which are specifically incorporated herein by reference, you are hereby granted
the option (herein called "this option") to purchase, at the price per share
shown above ("Option Price"), upon and subject to the provisions and conditions
hereinafter set forth, the total number of shares (the "Shares") of common stock
of the Company (the "Stock") shown above, in ____ equal installments, each for
__________ of the total number of said shares, such installments to vest,
respectively, on the ___ day of ________in each of the years _______________.
This option shall be solely and exclusively an option to purchase the Shares,
subject to Sections 3 and 4, and (a) shall not be an incentive stock option
(within the meaning of Section 422 of the Internal Revenue Code), (b) shall not
include any right to receive Reload Options, and (c) shall not include any other
form of Award.

2.                EXERCISE OF OPTIONS.

You may exercise your right to purchase Shares included in any installment on or
after the date on which such installment vests; provided however, that (a) you
may not exercise for less than 25 of the Shares unless the exercise represents
the entire remaining balance of Shares under this option, and (b) this option
shall expire and no portion thereof may be exercised after ___________ (the
"Expiration Date").

The exercise of this option shall be made by you delivering to the Company or to
the Company's designated representative written notice of intent to purchase a
specific number of the Shares, on a stock purchase order form designated by the
Company, together with payment in full therefor at the Option Price plus any
applicable


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withholding taxes as described in Section 4. Unless the Company advises you to
send your notice and payment to a designated representative, such notice and
payment shall be delivered to:

                  Stock Option Record Office
                  The Allstate Corporation
                  2775 Sanders Road, STE F5
                  Northbrook, Illinois  60062

Exercise shall become effective as of the date on which payment in full for the
Shares being purchased is actually received by the Stock Option Record Office or
by the Company's designated representative, provided that no payment shall be
accepted which is received after the Expiration Date.

Payment shall be made in any one or any combination of the following forms: (a)
by check, (b) by tendering Stock, (c) through simultaneous sale through a broker
of shares of unrestricted Stock acquired on exercise, as permitted under
Regulation T of the Federal Reserve Board, or (d) by notifying the Company to
withhold from issuance a number of shares of Stock issuable upon exercise which,
when multiplied by the Fair Market Value of Common Stock on the date of
exercise, is equal to the aggregate Option Price. Only whole share(s) of Stock
(and not fractional shares) may be tendered in payment and you must have owned
any such shares of Stock (other than restricted Stock) tendered in payment, or a
number of shares of Stock (other than restricted Stock), at least six months
prior to the date of exercise. Delivery of Stock may be made either by (a)
delivery of the certificate(s) for all such shares of Stock tendered in payment,
accompanied by duly executed instruments of transfer in a form acceptable to the
Company, or (b) direction to your broker to transfer, by book entry, such shares
of Stock from your brokerage account to a brokerage account specified by the
Company. Such shares of Stock tendered or withheld in payment shall be valued at
their Fair Market Value on the date of exercise, or if the date of exercise is
not a business day, on the next succeeding business day.

When payment is made by Stock or the withholding shares of Stock, the
difference, if any, between the total purchase price for the Shares which you
elect to purchase under this option and the Fair Market Value of the share(s) of
Stock which you tender or withhold in payment plus any applicable taxes (unless
you elect tax withholding as provided in Section 4 herein) shall be paid by
check. You may not tender or authorize the withholding of shares of Stock, the
Fair Market Value of which exceeds the total purchase price for the Shares which
you elect to purchase under this option.

Delivery of shares of Stock upon exercise of this option shall be subject to all
the provisions of this Agreement. You will receive a stock certificate
representing the shares for which you have made payment (unless you elect tax
withholding), except


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that the Company shall not be obligated to deliver any certificates for the
Shares purchased unless and until your check in payment for the Shares has
cleared, and (i) there has been compliance with all federal and state laws and
regulations and national or regional securities exchange requirements which the
Company may deem applicable and (ii) all legal matters in connection with the
sale and delivery of the Share(s) have been approved by the Company's counsel.

This option is granted for the purpose of affording selected key employees an
opportunity to acquire a proprietary interest in the Company through stock
ownership. However, any Shares purchased pursuant hereto will be your sole
property, and the Company recognizes that you may find it necessary to sell all
or part of such Shares for various reasons.

 3.               WAIVER OF EQUITABLE RELIEF.

By acceptance of this award, you agree to waive all rights to specific
performance or injunctive or other equitable relief in connection with the award
and you acknowledge that you have an adequate remedy at law in the form of
damages.

4.                TAX WITHHOLDING.

If any applicable taxes are required to be withheld with respect to exercise of
all or any portion of this option, the Company shall be entitled to require as a
condition to delivery of Shares purchased hereunder that (i) you pay to the
Company an amount sufficient to satisfy all federal, state, and local
withholding tax requirements, (ii) an amount sufficient to satisfy all federal,
state and local withholding tax requirements be withheld by the Company from
compensation otherwise due to you or from any Shares due to you under the Plan,
or (iii) a combination of (i) and (ii). You may elect that all or any portion of
any such withholding required to be deposited upon your exercise of this option
shall be satisfied by having the Company withhold a portion of the whole shares
issuable pursuant to your exercise of this option, subject to the following
provisions. Such shares shall be valued at their Fair Market Value on the date
of exercise.

5.                TERMINATION OF EMPLOYMENT.

If you have a Termination of Employment, the unexercised portion of this option
shall terminate, except that (a) if your Termination of Employment is other than
by reason of (i) Retirement, (ii) Disability, or (iii) death, you may, within
three months after such Termination of Employment, but in no event later than
the Expiration Date, exercise all of any portion of this option that was vested
as of the date of such Termination of Employment to the extent not previously
exercised; (b) if your Termination of Employment is by reason of Disability, you
may, within two years after such



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Termination of Employment, but in no event later than the Expiration Date,
exercise all or any portion of this option that was vested as of the date of
such Termination of Employment to the extent not previously exercised; (c) if
your Termination of Employment is by reason of Retirement, you may, within five
years after such Termination of Employment, but in no event later than the
Expiration Date, exercise all or any portion of this option that was vested as
of the date of such Termination of Employment to the extent not previously
exercised; and (d) if you die while employed by the Company or any of its
Subsidiaries or during the period in which the Option continues to be
exercisable after your Termination of Employment, your personal representative
(or the person to whom this option is transferred by will or the applicable laws
of the descent and distribution) may, within two years of the date of your
death, but in no event later than the Expiration Date, exercise all or any
portion of this option that was vested as of the date of your death to the
extent not previously exercised.

6.                ADJUSTMENTS.

The Committee may make provision, including but not limited to equitable
adjustments in the number of Shares covered by this option and the Option Price
or for the termination or continuation of this option as it may determine to be
appropriate and equitable to reflect any stock dividend, stock split, reverse
stock split, share combination, recapitalization, merger, consolidation,
acquisition of property or shares, separation, spin-off, reorganization, stock
rights offering, liquidation, or similar event of or by the Company.

7.                LIMITATIONS ON TRANSFERABILITY.

Except as otherwise provided in the terms of a specific grant, each Award (other
than unrestricted Stock) granted hereunder shall by its terms not be assignable
or transferable other than by will or the laws of descent and distribution and
may be exercised, during the Grantee's lifetime, only by the Grantee. Each share
of restricted Stock shall be non-transferable until such share becomes
nonforfeitable. NOTWITHSTANDING THE FOREGOING, the Committee shall have the
authority, in its discretion, to grant (or to sanction by way of amendment of an
existing grant) nonqualified stock options the vested portions of which may be
transferred by the Grantee during his lifetime to (a) any member of his
immediate family, (b) to a trust established for the exclusive benefit of
himself or one or more members of his immediate family, or (c) to a partnership,
the partners of which are limited to the Grantee and members of his immediate
family. A transfer of a stock option pursuant to this Section 7 may only be
effected by the Company at the written request of a Grantee and shall become
effective only when recorded in the Company's record of outstanding stock
options. In the event a stock option is transferred as contemplated in this
Section 7 any Reload Options associated with such transferred stock option shall
terminate, and


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such transferred stock option may not be subsequently transferred by the
transferee except by will or the laws of descent and distribution. Otherwise, a
transferred stock option shall continue to be governed by and subject to the
terms and limitations of the Plan and the relevant grant, and the transferee
shall be entitled to the same rights as the Grantee, as if no transfer had taken
place. As used in this Section 7, "immediate family" shall mean, with respect to
any person, his/her spouse, any child, stepchild or grandchild, and shall
include relationships arising from legal adoption.

8.                NO STOCKHOLDER'S RIGHTS.

You shall not, by reason of the grant of this option, have any rights of a
stockholder of the Company with respect to the Shares subject to this option
until such Shares have been delivered upon due exercise of this option.

9.                NON-PUBLIC INFORMATION.

You shall not, at any time during which you are in possession of confidential,
material, non-public information about the Company as set forth in the Company's
written policies concerning the purchase and sale of Company securities, sell
any Shares obtained through exercise of this Option.

10.               CHANGES IN LAW.

The Company reserves and shall have the right, by written notice to you, to
change the provisions of the Option in any manner that it may deem necessary or
advisable to carry out the purpose of its grant as a result of any change in
applicable laws or regulations or any future law, regulation, ruling or judicial
decision; provided that any such change shall be applicable only to Shares for
which payment shall not then have been made as herein provided.

11.               CONTROLLING LAW.

The law of the State of Delaware, except its law with respect to choice of law,
shall be controlling in all matters relating to or arising out of the Plan and
this Option.

12.               SEVERABILITY.

If all or any part of this option grant is declared by any court or governmental
authority to be unlawful or invalid, such unlawfulness or invalidity shall not
serve to invalidate any portion of this Agreement not declared to be unlawful or
invalid. Any part of this Agreement so declared to be unlawful or invalid shall,
if possible, be construed in a


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manner which will give effect to the terms or such part to the fullest extent
possible while remaining lawful and valid.

13.               PLAN GOVERNS

This Agreement is subject to all terms and provisions of the Plan. In the event
of a conflict between one or more provisions of this Agreement and one or more
provisions of this Plan, the provisions of the Plan shall govern. Unless
otherwise specified, all capitalized terms used herein shall have the same
meaning as such terms have in the Plan.




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