Allstate (ALL)

(ii)           Executive’s willful or reckless material misconduct in the performance of Executive’s duties;

(iii)          Executive’s habitual neglect of duties; or

(iv)          Executive’s willful or intentional breach of this Agreement;

provided, however, that for purposes of clauses (ii), (iii), and (iv), Cause shall not include any one or more of the following:

(1)           bad judgment or negligence;

(2)           any act or omission believed by Executive in good faith to have been in or not opposed to the interest of the Company (without intent of Executive to gain, directly or indirectly, a profit to which Executive was not legally entitled);

(3)           any act or omission with respect to which a determination could properly have been made by the Board that Executive had satisfied the applicable standard of conduct for indemnification or reimbursement under Allstate’s by-laws, any applicable indemnification agreement, or applicable law, in each case as in effect at the time of such act or omission; or

(4)           any act or omission with respect to which Executive receives a Notice of Consideration (as defined below) more than six months after the earliest date on which any member of the Board, not a party to the act or omission, knew or should have known of such act or omission; and

further provided, that if a breach of this Agreement involved an act or omission based on Executive’s good faith and reasonable belief that Executive’s act or omission was in the best interests of the Company or was required by applicable law or administrative regulation, such breach shall not constitute Cause unless the Company gives Executive written notice of such breach that specifically refers to this Section and, within 30 days after such notice is given, Executive fails to cure such breach to the fullest extent that it is curable.

(ii)           Executive’s willful or reckless
material misconduct in the performance of Executive’s duties;

(iii)          Executive’s habitual neglect of
duties; or

(iv)          Executive’s willful or intentional
breach of this Agreement;

provided, however,
that for purposes of clauses (ii), (iii), and (iv), Cause shall not include any
one or more of the following:

(1)           bad judgment or negligence;

(2)           any act or omission believed by
Executive in good faith to have been in or not opposed to the interest of the
Company (without intent of Executive to gain, directly or indirectly, a profit
to which Executive was not legally entitled);

(3)           any act or omission with respect to
which a determination could properly have been made by the Board that Executive
had satisfied the applicable standard of conduct for indemnification or
reimbursement under Allstate’s by-laws, any applicable indemnification
agreement, or applicable law, in each case as in effect at the time of such act
or omission; or

(4)           any act or omission with respect to
which Executive receives a Notice of Consideration (as defined below) more than
six months after the earliest date on which any member of the Board, not a
party to the act or omission, knew or should have known of such act or
omission; and

further provided,
that if a breach of this Agreement involved an act or omission based on
Executive’s good faith and reasonable belief that Executive’s act or omission
was in the best interests of the Company or was required by applicable law or
administrative regulation, such breach shall not constitute Cause unless the
Company gives Executive written notice of such breach that specifically refers
to this Section and, within 30 days after such notice is given, Executive fails
to cure such breach to the fullest extent that it is curable.