Allstate claimed the agents signed an agreement not to sue the company in exchange for a severance package.

In its determination, the EEOC said Allstate's claim had no merit because the agents brought their suit after the commission decided the company had violated the agents' rights, and discriminated against them. The commission also noted that the company's attorney stated that the agreement did not prevent the agents from challenging the agreement.

Mr. Wilson called Allstate's actions "vindictive," and said it might have discouraged other agents from filing similar complaints out of fear of being sued by the company.

"We are disappointed with the EEOC's opinion and believe our counterclaim is valid," said Emily Daly, a representative for Allstate.

She said the EEOC's "opinion" had some factual errors, and that the company is in the midst of litigation over the EEOC's pronouncement.

The agents' action dates back to 1999, when Allstate restructured its 6,000 employee-agent workforce by releasing them and re-signing them as independent contractors. Under the new contract, the exclusive agents can only sell Allstate products.

The agents claim they lost pension and other company benefits they had been entitled to while working as direct agents for the company, many of whom had long years of service with Allstate.

One outgrowth of the transition is an attempt to unionize the exclusive agents.

On Dec. 2, the National Labor Relations Board in Chicago denied the agents the right to form a union. The NLRB found that the agents are independent contractors, not employees of Allstate, and do not have a right to organize under the law.

John Bryant, president of the United Exclusive Allstate Agents, which is heading the union drive, said the Office and Professional Employees International Union, AFL-CIO, which is seeking to represent the agents, would be filing an appeal of the decision in Washington, D.C., on Monday.

"We remain cautiously optimistic," said Mr. Bryant, who is also on the board of the National Association of Professional Allstate Agents, adding that the association felt the Chicago decision was in error.

Additional information on the discrimination suit is available at www.allstatecase.com.