Allstate (ALL)

“Approved Passive Holder” means, as of any date, any Person that satisfies all of the following conditions:

(a)           as of such date, such Person is a 20% Owner, but is the Beneficial Owner of less than 30% of the then-outstanding common stock and of Voting Securities representing less than 30% of the combined voting power of all then-outstanding Voting Securities of the Company;

(b)           prior to becoming a 20% Owner, such Person has filed, and as of such date has not withdrawn, or made any subsequent regulatory or judicial filing or public statement or announcement that is inconsistent with, a statement with the SEC pursuant to Section 13(g) of the Exchange Act that includes a certification by such Person to the effect that such beneficial ownership does not have the purpose or effect of changing or influencing the control of the Company;

(c)           prior to such Person’s becoming a 20% Owner, at least two-thirds of the Company Incumbent Directors (such Company Incumbent Directors to be determined as of such date using the Agreement Date as the baseline date) shall have voted in favor of a resolution adopted by the Board to the effect that:

(i)            the terms and conditions of such Person’s investment in the Company will not have the effect of changing or influencing the control of the Company, and

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(ii)           notwithstanding clause (a) of the definition of “Change of Control,” such Person’s becoming a 20% Owner shall be treated as though it were a Merger of Equals for purposes of this Agreement.