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                                                                   Exhibit 10.16

REGION
EMPLOYEE NAME
ADDRESS
CITY, STATE   ZIP

                                                  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 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) and (b) shall not include any other form of Award
except reload option rights pursuant to the following paragraph.

You are also hereby granted reload option rights on the terms set forth in this
paragraph each time you elect to pay all or a portion of the Option Price by
tendering Stock upon any exercise of this option which occurs prior to _____
years before the expiration date of this option. Such reload option rights
permit you to purchase, in the aggregate, a number of shares equal to the number
of shares so tendered in payment, at a price per share equal to the fair market
value of a share of stock on the date of your exercise. Such reload option
rights shall be exercisable ratably in _______ equal installments, each for
________ of the total number of shares of Stock subject to the reload option, on
the _____________ anniversaries of the date of exercise on which you obtained
such reload option rights. The terms and conditions applicable to any reload
option rights shall be the same as provided in this option (except as modified
in this paragraph), and shall expire on the Expiration Date set forth herein.


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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 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 equal to the
number of shares of Stock to be withheld in payment, for 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.


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When payment is made by Stock or the withholding of 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 authorized 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 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 the following
provisions. Such shares shall be


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valued at their Fair Market Value on the date of exercise. In addition, if you
are an officer of the Company subject to Section 16(b) of the 1934 Act, your
election to have shares withheld to satisfy such tax withholding requirements
may be subject to certain restrictions.

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 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.


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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 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.


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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 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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