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EXHIBIT 10.8
THE ALLSTATE CORPORATION
2006 EQUITY COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
RESTRICTED STOCK UNIT AWARD
AGREEMENT
[Addressee]
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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Number of RSUs Granted:
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Date of Grant:
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Period of Restriction:
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As to the total number of RSUs, Date of Grant
through the first anniversary of the date on which the Participant
is no longer serving on the Board.
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Conversion Date:
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Each RSU will convert to one share of Stock on
the date the restrictions lapse with respect to that RSU (the
“Conversion Date”).
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Dividend
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Equivalent Right:
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Each RSU shall include a Dividend Equivalent
Right.
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1.
Terms and Conditions of
Award . It is
understood and agreed that the Award of RSUs evidenced by the RSU
Award Agreement is subject to the terms and conditions as set forth
herein. Further terms and conditions applicable to the RSU
Award including but not limited to termination of director status
and change of control, are set forth in the Plan and incorporated
by reference. To the extent any provision hereof is
inconsistent with a provision of the Plan, the provision of the
Plan will govern. Capitali
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