Exhibit 10.2
AMENDMENTS TO EXISTING
EMPLOYEES REPLACEMENT STOCK PLAN
ADDING NEW CHANGE OF CONTROL SECTION
1.
Section 4(c)(viii) is amended to read as follows:
(viii) to impose such additional conditions, restrictions, and limitations upon the grant, exercise or retention of Awards
as the Committee may, before or concurrently with the grant thereof, deem appropriate, including, without limitation,
requiring simultaneous exercise of related identified Awards, and subject to Article 24, limiting the percentage of Awards
which may from time to time be exercised by a Grantee.
2.
The first sentence of section 8(a) is amended to read as follows:
Subject to Articles 4, 6 and 24, (i) each Replacement Option shall be exercisable in one or more installments commencing
not earlier than the first anniversary of the grant date of the Sears Option it replaces, (ii) options shall not be exercisable
for twelve months following a hardship distribution that is subject to Treasury Regulation § 1.401(k)-1(d)(2)(iv)(B)(4),
(iii) each option shall be exercised by delivery to the Company of written notice of intent to purchase a specific number
of shares of Stock subject to the option, (iv) the Option Price on any shares of Stock as to which an option shall be
exercised shall be paid in full at the time of the exercise, and (v) payment may be made in either one or any combination
of the following, as provided in the Award Agreement: (I) cash, or (II) Stock that has been held for at least six months,
valued at the Fair Market Value on the date of exercise.
3.
A new Article 24 is added, to read as follows:
24. Effect of Change of Control on Replacement Options
(a) Certain Definitions. As used only in this Article 24, the terms set forth below shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of the terms defined):
(i) " Allstate Incumbent Directors " means, determined as of any date by reference to any baseline date: