C.                                     No right or benefit under or interest in the Plan shall be transferable by a Participant, other than by will or the laws of descent and distribution or to a revocable inter vivos trust in which such participant is sole settlor, trustee and beneficiary.

D.                                    Construction of the Plan shall be governed by the laws of Delaware.

E.                                      The terms of the Plan shall be binding upon the heirs, executors, administrators, personal representatives, successors and assigns of all parties in interest.

F.                                      The headings have been inserted for convenience only and shall not affect the meaning or interpretation of the Plan.

G.                                     Any amount payable to or for the benefit of a minor, an incompetent person or other person incapable of receipting therefor shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company and the Board of Directors with respect thereto.

H.                                    Neither the Plan nor any action taken hereunder shall be construed as giving any Non-Employee Director any right to be retained in the service of the Company.

I.                                         With respect to Non-Grandfathered Amounts, this Plan is intended to be a nonqualified deferred compensation plan maintained in conformity with the requirements of Section 409A and shall be interpreted accordingly.  To the extent there is any inconsistency between the Plan terms applicable to Non-Grandfathered Amounts and the terms of any prior Notice of Election or other document related to Non-Grandfathered Amounts, the terms of the Plan applicable to Non-Grandfathered Amounts shall govern.  Without limiting the foregoing, to the extent the payment of any Deferred Amounts in Non-Grandfathered Accounts is contingent upon, or the timing or commencement of such amounts is based upon, the Participant’s separation from service on the Board of Directors of the Company, the Participant shall not be deemed to have experienced such a separation from service until the Participant has had a “separation from service,” as that term is used in Section 409A(a)(2)(A)(i) of the Code and defined in related regulations and other applicable guidance.

10

incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise;

(ii)           shall inure to the benefit of the legal representatives of such person or his or her estate, whether such representatives are court appointed or otherwise designated, and to the benefit of the heirs of such person; and

(iii)          shall be a contract right between the corporation and each such person who serves in any such capacity at any time while this Article IV is in effect, and any repeal or modification of law or this Article IV shall not negatively affect any rights or obligations then existing with respect to any state of facts or any proceedings then existing.

(B)           The indemnification and advances provided to a covered person by this Article shall extend to and include claims for such payments arising out of any proceeding commenced or based on actions of such person taken prior to the effective date of this Article; provided that payment of such claims had not been agreed to or denied by the corporation at the effective date.

(C)           The corporation shall have the power to purchase and maintain insurance on behalf of any covered person against any liability asserted against him or her and incurred by him or her as a covered person or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article.  The corporation shall also have power to purchase and maintain insurance to indemnify the corporation for any obligation which it may incur as a result of the indemnification of covered persons under the provisions of this Article.

(D)          The invalidity or unenforceability of any provision in this Article shall not affect the validity or enforceability of the remaining provisions of this Article.

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 construed so as to effectuate the terms of such Article, Section or other portion to the fullest extent possible while remaining lawful and valid.

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
construed so as to effectuate the terms of such Article, Section or other
portion to the fullest extent possible while remaining lawful and valid.