THE ALLSTATE CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 2nd, 2012 • Allstate Corp • Fire, marine & casualty insurance • Delaware
In accordance with the terms of The Allstate Corporation 2009 Equity Incentive Plan (the “Plan”), pursuant to action of the Compensation and Succession Committee of the Board of Directors, The Allstate Corporation (the “Company”) hereby grants to you (the “Participant”), subject to the terms and conditions set forth in this Restricted Stock Unit Award Agreement (including Annex A hereto and all documents 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 Company and not as a stockholder with respect to the shares of Stock underlying your RSUs.
THE ALLSTATE CORPORATION OPTION AWARD AGREEMENTOption Award Agreement • May 2nd, 2012 • Allstate Corp • Fire, marine & casualty insurance • Delaware
In accordance with the terms of The Allstate Corporation 2009 Equity Incentive Plan (the “Plan”), pursuant to action of the Compensation and Succession Committee of the Board of Directors, The Allstate Corporation (the “Company”) hereby grants to you (the “Participant”), subject to the terms and conditions set forth in this Option Award Agreement (including Annex A hereto and all documents incorporated herein by reference) the right and option (the “Option”) to purchase from the Company the number of shares of its common stock, par value $.01 per share, set forth below:
THE ALLSTATE CORPORATION PERFORMANCE STOCK AWARD AGREEMENTPerformance Stock Award Agreement • May 2nd, 2012 • Allstate Corp • Fire, marine & casualty insurance • Delaware
In accordance with the terms of The Allstate Corporation 2009 Equity Incentive Plan (the “Plan”), pursuant to action of the Compensation and Succession Committee of the Board of Directors (the “Committee”), The Allstate Corporation (the “Company”) hereby grants to you (the “Participant”), subject to the terms and conditions set forth in this Performance Stock Award Agreement (including Annexes A and B hereto and all documents incorporated herein by reference), Performance Stock Awards (“PSAs”), as set forth below. Each PSA is a form of phantom stock award that represents an unfunded and unsecured right to receive one share of Stock for each PSA that vests in accordance with Annex B. Until such delivery of Stock following vesting of a PSA, you have only the rights of a general unsecured creditor of the Company and not as a stockholder with respect to the shares of Stock underlying your PSAs.
CREDIT AGREEMENT dated as of April 27, 2012 among THE ALLSTATE CORPORATION ALLSTATE INSURANCE COMPANY ALLSTATE LIFE INSURANCE COMPANY, as Borrowers The Lenders Party Hereto WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent CITIBANK, N.A....Credit Agreement • May 2nd, 2012 • Allstate Corp • Fire, marine & casualty insurance • New York
CREDIT AGREEMENT, dated as of April 27, 2012, among THE ALLSTATE CORPORATION, ALLSTATE INSURANCE COMPANY, ALLSTATE LIFE INSURANCE COMPANY, the LENDERS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITIBANK, N.A. and BANK OF AMERICA, N.A., as Documentation Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
