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
29
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.
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