0001047469-08-001846 Sample Contracts

AMENDED AND RESTATED] 1 CHANGE OF CONTROL EMPLOYMENT AGREEMENT AMONG THE ALLSTATE CORPORATION, ALLSTATE INSURANCE COMPANY AND [INSERT NAME OF EXECUTIVE] (Tier One)
Control Employment Agreement • February 27th, 2008 • Allstate Corp • Fire, marine & casualty insurance • Illinois

[THIS AGREEMENT dated as of , 20 (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

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Termination of Change of Control Employment Agreement Among The Allstate Corporation, Allstate Insurance Company and
Control Employment Agreement • February 27th, 2008 • Allstate Corp • Fire, marine & casualty insurance

IN WITNESS WHEREOF, The Allstate Corporation, Allstate Insurance Company and hereby terminate the Change of Control Employment Agreement among The Allstate Corporation, Allstate Insurance Company and effective December 31, 2007.

AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT AMONG THE ALLSTATE CORPORATION, ALLSTATE INSURANCE COMPANY AND [NAME OF EXECUTIVE] (Tier Two)
Change of Control Employment Agreement • February 27th, 2008 • Allstate Corp • Fire, marine & casualty insurance • Illinois

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 originally entered into on (the “Agreement Date”). To comply with the provisions of Section 409A of the Internal Revenue Code so as to avoid the imposition of excise taxes and penalties on the Executive under Section 409A and to amend certain provisions of the original Agreement, this Amended and Restated Agreement is entered into, to be effective as of December 31, 2008.

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