THE ALLSTATE CORPORATION
ANNUAL COVERED EMPLOYEE INCENTIVE COMPENSATION PLAN
As Amended and Restated Effective November 13, 2007
The Plan’s purposes are to provide cash incentive compensation to Covered Employees to achieve
annual performance goals, and to maximize the deductibility of such compensation under Section 162(m)
of the Internal Revenue Code (the “Code”).
2. Definitions .
The following terms when used in the Plan shall, for the purposes of the Plan, have the following
a. “Award” means the cash amount payable to a Participant for a fiscal year pursuant to the terms of the
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 business.
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 Code.
g. “Fiscal Year” means the calendar year.
h. “Participant” means an elected officer 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