0001104659-06-036203 Sample Contracts

THE ALLSTATE CORPORATION 2006 EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 19th, 2006 • Allstate Corp • Fire, marine & casualty insurance • Delaware

In accordance with the terms of The Allstate Corporation 2006 Equity Compensation Plan for Non-Employee Directors (the “Plan”), pursuant to action of the Nominating and Governance Committee of the Board of Directors, The Allstate Corporation hereby grants to you (the “Participant”), subject to the terms and conditions set forth in this Restricted Stock Unit Award Agreement and the Plan, which is incorporated herein by reference, Restricted Stock Units (RSUs) as set forth below. Each RSU corresponds to one share of Stock. An RSU is an unfunded and unsecured promise to deliver one share of Stock on the Conversion Date or as otherwise provided herein. Until such delivery, you have only the rights of a general unsecured creditor of The Allstate Corporation and not as a stockholder with respect to the shares of Stock underlying your RSUs.

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THE ALLSTATE CORPORATION 2006 EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS OPTION AWARD AGREEMENT
Option Award Agreement • May 19th, 2006 • Allstate Corp • Fire, marine & casualty insurance • Delaware

In accordance with the terms of The Allstate Corporation 2006 Equity Compensation Plan for Non-Employee Directors (the “Plan”), pursuant to action of the Nominating and Governance Committee of the Board of Directors, The Allstate Corporation hereby grants to you (the “Participant”), subject to the terms and conditions set forth in this Option Award Agreement and the Plan, which is incorporated herein by reference, the right and option (the “Stock Option”) to purchase from the Company the number of shares of its common stock, par value $.01 per share, set forth below:

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