VOLUNTARY RETIREMENT AGREEMENT AND RELEASE
In consideration of the mutual promises and agreements hereinafter set forth, the receipt and sufficiency of which
are hereby mutually acknowledged, Allstate Insurance Company ("Allstate") on its own behalf and on behalf of its
officers, directors, agents, servants, employees, stockholders and assigns, its subsidiaries, parents and affiliates,
and all other persons, firms, associations and corporations jointly or severally liable with it, and Louis G. Lower,
II ("Mr. Lower") presently an employee of Allstate, do hereby enter into this Voluntary Retirement Agreement
and Release ("Agreement") and do hereby mutually covenant and agree as follows:
1. Effective as of the close of business on January 31, 2000, Mr. Lower shall be relieved of all duties, obligations,
and responsibilities of his present employment with Allstate and shall be placed on a personal leave of absence.
Mr. Lower's personal leave of absence shall continue thereafter, to and including July 31, 2000. Mr. Lower shall
be entitled to no further compensation, severance, salary, wage, bonus, stock option grants, vacation allowance
or other form of remuneration or consideration except as hereinafter set forth in paragraph 2 of this Agreement.
As of the close of business on July 31, 2000, Mr. Lower shall retire and shall be entitled to all benefits
attributable to retirement status under Allstate employee benefit programs.
Nothing in this Agreement may be read to alter or amend any terms or conditions of Mr. Lower's employment
with Allstate other than those specified in this Agreement. All other employment policies continue in effect with
regard to Mr. Lower's employment.
2. Following Mr. Lower's retirement on July 31, 2000, Allstate agrees to pay Mr. Lower the lump sum of
$1,679,200.00, subject to federal, state, FICA, and other applicable tax deductions. As of January 31, 2000,
Mr. Lower shall be entitled to receive no further stock option grants, should the Board of Direc