Allstate (ALL)

                                                b.  The Committee shall establish written performance goals within 90 days after the beginning of a Performance Cycle (or, if the Covered Employee is not an employee at the beginning of a Performance Cycle, within the first 25% of the period within the Performance Cycle in which the Covered Employee is an employee), and while the outcome of the performance goals is substantially uncertain.  Such performance goals shall be expressed in terms of objective and measurable financial and/or operating criteria, and may involve comparisons with respect to historical results of the Company and its Subsidiaries and operating groups or Business Units thereof, as well as comparisons with respect to peer group performance.  Performance goals shall be expressed using one or more of the following measures of performance:  net income, operating income, return on equity, earnings per share, return on assets, values of assets, revenues, market share, prices of Company stock, or strategic business criteria consisting of one or more Company, Subsidiary or Business Unit objectives based on meeting specified revenue goals, market penetration goals, business expansion goals, cost targets, customer retention goals, customer satisfaction goals, or goals relating to acquisitions or divestitures.  The calculation is specifically defined at the time the goal is set.  Each performance goal must state, in terms of an objective formula or standard, the Award payable to each Participant if the performance goal is attained.

c.  No award opportunity for any Participant for any Performance Cycle shall exceed $6,000,000.

5.                                      

                                                b. 
The Committee shall establish written performance goals within 90 days
after the beginning of a Performance Cycle (or, if the Covered Employee is not
an employee at the beginning of a Performance Cycle, within the first 25% of
the period within the Performance Cycle in which the Covered Employee is an
employee), and while the outcome of the performance goals is substantially
uncertain.  Such performance goals shall
be expressed in terms of objective and measurable financial and/or operating
criteria, and may involve comparisons with respect to historical results of the
Company and its Subsidiaries and operating groups or Business Units thereof, as
well as comparisons with respect to peer group performance.  Performance goals shall be expressed using
one or more of the following measures of performance:  net income, operating income, return on
equity, earnings per share, return on assets, values of assets, revenues,
market share, prices of Company stock, or strategic business criteria
consisting of one or more Company, Subsidiary or Business Unit objectives based
on meeting specified revenue goals, market penetration goals, business
expansion goals, cost targets, customer retention goals, customer satisfaction
goals, or goals relating to acquisitions or divestitures.  The calculation is specifically defined at
the time the goal is set.  Each
performance goal must state, in terms of an objective formula or standard, the
Award payable to each Participant if the performance goal is attained.

c.  No award opportunity for any Participant for
any Performance Cycle shall exceed $6,000,000.

5.