THE ALLSTATE CORPORATION
ANNUAL EXECUTIVE INCENTIVE COMPENSATION PLAN
AS AMENDED AND RESTATED MARCH 9, 1999
The purposes of the Annual Executive Incentive Compensation Plan (the "Plan") are:
a. to attract and retain competent personnel;
b. to provide Participants with added incentives to promote various short-term performance goals, while taking
into account the varying objectives and conditions of the different businesses engaged in by The Allstate
Corporation and its Subsidiaries;
c. to link compensation to performance by tying a portion of annual pay to reaching annual financial goals;
d. to compensate executives at competitive levels when competitive performance is achieved, and at superior
levels when performance exceeds competitors', and
e. to encourage teamwork among top executives.
The following terms when used in the Plan shall, for the purposes of the Plan, have the following meanings:
a. "Award" means the cash amount payable to a Participant for a fiscal year pursuant to the terms of the Plan.
b. "Board" means the Board of Directors of The Allstate Corporation.
c. "Business Unit" means any operating unit of The Allstate Corporation or any of its Subsidiaries, including but
not limited to, the property and casualty business, the life business, the investments business, or the international
d. "Committee" means at least two members of the Board who have been appointed by the Board to administer
e. "Company" means The Allstate Corporation.
f. "Fiscal Year" means the calendar year.
g. "Participant" means an executive of the Company, or of any Subsidiary, selected by the Committee to
participate in the Plan for the fiscal year.
h. "Plan" means the Annual Executive Incentive Compensation Plan.
i. "Subsidiary" means any corporation of which the Company owns directly or indirectly a majority of the
outstanding shares of voting stock.
3. ADMINISTRATION OF THE PLAN.
a. The Plan shall be admini