THE ALLSTATE CORPORATION
ANNUAL COVERED EMPLOYEE INCENTIVE COMPENSATION PLAN
The Allstate Corporation Annual Covered Employee Incentive Compensation Plan was adopted and made
effective by the Board of Directors on March 9, 1999. The Plan was submitted to the Company's stockholders
for approval on May 18, 1999. The Plan's purposes are to provide cash incentive compensation to Covered
Employees to achieve annual performance goals, and to ensure the deductibility of such compensation under
Section 162(m) of the Internal Revenue Code (the "Code").
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 two or more members of the Board who are "outside directors" within the meaning of
Section 162(m) of the Code and the regulations thereunder.
e. "Company" means The Allstate Corporation.
f. "Covered Employee" means a Participant who is a "Covered Employee" as defined in Section 162(m)(3) of the
g. "Fiscal Year" means the calendar year.
h. "Participant" means any senior executive of the Company or a Subsidiary who is a Covered Employee for the
fiscal year or for any shorter period within the fiscal year in which the Covered Employee is an employee of the
Company or of any Subsidiary.
i. "Plan" means the Annual Covered Employee Incentive Compensation Plan.
j. "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