


                                                                EXHIBIT 10.18

                            THE ALLSTATE CORPORATION
                                 ALLSTATE PLAZA
                           NORTHBROOK, ILLINOIS 60062



                                                           Date:

EMPLOYEE NAME
ADDRESS
CITY, STATE   ZIP CODE






1.       Grant of Restricted Stock.
         -------------------------

         Pursuant  to action  taken by the Board of  Directors  of The  Allstate
         Corporation   (the  "Company")  and  the  Compensation  and  Nominating
         Committee  (the  "Committee"),  under The Allstate  Corporation  Equity
         Incentive  Plan  (the  "Plan"),  the  terms of which  are  specifically
         incorporated  herein by reference,  you are hereby  granted # shares of
         restricted Stock of the Company, upon and subject to the provisions and
         conditions hereinafter set forth.

         Your shares of  restricted  Stock shall be  exchangeable  for shares of
         unrestricted  common  Stock of the  Company and  certificates  shall be
         issued to you in one installment of ____ shares on _____,_____.  Shares
         of restricted Stock may not be sold, transferred,  pledged or otherwise
         assigned  and shall,  except to the extent  exchangeable  for shares of
         unrestricted common stock of the Company as hereinafter  provided or as
         otherwise  provided by the Committee  after the date of this grant,  be
         automatically  cancelled upon your  Termination of Employment  with the
         Company and its wholly-owned subsidiaries. You must sign this Agreement
         and "Stock  Power"  form and return them to The  Allstate  Corporation,
         Stock Option Office, 2775 Sanders Road, Northbrook,  Illinois, 60062 in
         order to comply with the terms of this grant.

         Until your shares of restricted Stock become  unrestricted as set forth
         above, no certificates for your restricted Stock will be issued to you,
         and your shares of restricted  Stock will be evidenced by  certificates
         held by or on behalf of the Company,  in book-entry form, or otherwise,
         as  determined  by the  Company.  As a holder of  shares of  restricted
         Stock, you are otherwise  entitled to all the rights  (including voting
         and dividend  rights) of a holder of an equivalent  number of shares of
         unrestricted common Stock of the Company.

2.       Tax Withholding.
         ---------------

         Under existing laws and regulations,  in general, the fair market value
         of  the  shares  granted  hereunder  on the  date  such  shares  become
         exchangeable  for shares of  unrestricted  common  Stock of the Company
         will be subject to federal  income tax at ordinary  rates and to social
         security tax and their respective withholding requirements,  and may be
         subject  to state and local  taxes and  withholding  requirements.  The
         payment  of all  federal,  state  and  local  taxes  is  your  personal
         responsibility.  However,  the  Company,  at its  discretion,  shall be
         entitled to require as a condition of delivery of a share of Stock upon
         a share of restricted Stock becoming nonforfeitable that (I) you pay to
         the Company an amount sufficient to satisfy all federal, state


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         and local  withholding tax  requirements,  (ii) an amount sufficient to
         satisfy all federal,  state and local  withholding tax  requirements be
         withheld by the Company from compensation  otherwise due to you or from
         any shares due to you under the Plan, or (iii) a combination of (I) and
         (ii).

3.       Adjustments.
         -----------

         The  Committee  may  make  provision,  including  but  not  limited  to
         equitable  adjustments  in the  number of shares  of  restricted  Stock
         covered by this Award or for the  termination or  continuation  of this
         Award as it may  determine to be  appropriate  and equitable to reflect
         any  stock   dividend,   stock  split,   reverse  stock  split,   share
         combination,  recapitalization,  merger, consolidation,  acquisition of
         property or shares, separation, spin-off, reorganization,  stock rights
         offering, liquidation, or similar event of the Company.

4.       Changes in Law.
         --------------

         The Company  reserves  and shall have the right,  by written  notice to
         you,  to change the  provisions  of the Award in any manner that it may
         deem  necessary or advisable to carry out the purpose of its grant as a
         result of any change in applicable  laws or  regulations  or any future
         law,  regulation,  ruling or judicial decision;  provided that any such
         change shall be  applicable  only to shares for which payment shall not
         then have been made as herein provided.

5.       Severability.
         ------------

         If  all or any  part  if  this  Award  is  declared  by  any  court  or
         governmental  authority to be unlawful or invalid, such unlawfulness or
         invalidity  shall not serve to invalidate any portion of this Agreement
         not declared to be unlawful or invalid.  Any part of this  Agreement so
         declared to be unlawful or invalid shall, if possible,  be construed in
         a manner  which  will  give  effect  to the  terms or such  part to the
         fullest extent possible while remaining lawful and valid.

6.       Definitions.
         -----------

         Unless otherwise specified, all capitalized terms herein shall have the
         same meaning as such terms have in the Plan.




                                            Jerry D. Choate
                                            Chairman and Chief Executive Officer
                                            THE ALLSTATE CORPORATION



You must sign and return one copy of this Agreement in the envelope provided. By
doing so, you are indicating your acceptance of this Award and the terms of this
Agreement and the Plan.



--------------------------------------------
Employee Signature




--------------------------------------------

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Date





                                   STOCK POWER





FOR VALUE  received,  I hereby  sell,  assign  and  transfer  unto The  Allstate
Corporation  __________  shares of The Allstate  Corporation  Common Stock,  par
value $.01, awarded to me on ____________ under The Allstate  Corporation Equity
Incentive  Plan  and  represented  by the  within  Certificate,  and  do  hereby
irrevocably  constitute and appoint the Secretary or any Assistant  Secretary of
The Allstate  Corporation as attorney to transfer the said stock on the books of
The Allstate Corporation, with full power of substitution in the premises.



Dated: _____________



                                       -------------------------------
                                       Signature


