“Alternative Payment Mechanism” means, with respect to any securities or combination of securities (together in this definition, “Such Securities”), provisions in the related transaction documents requiring the Corporation to issue (or use commercially reasonable efforts to issue) one or more types of APM Qualifying Securities, either in public offerings or private placements, raising eligible proceeds at least equal to the deferred Distributions on such securities and apply the proceeds to pay unpaid Distributions on such securities, commencing on the earlier of (x) the first Distribution Date after commencement of a deferral period on which the Corporation pays current Distributions on such securities and (y) the fifth anniversary of the commencement of such deferral period, and that:

(a)           define “eligible proceeds” to mean, for purposes of such Alternative Payment Mechanism, the net proceeds (after underwriters’ or placement agents’ fees, commissions or discounts and other expenses relating to the issuance or sale of the relevant securities, where applicable, and including the fair market value of property received by the Corporation or any of its Subsidiaries as consideration for such securities) that the Corporation has received during the 180 days prior to the related Distribution Date from the issuance of APM Qualifying Securities, up to the Preferred Cap (as defined in paragraph (f) below) in the case of APM Qualifying Securities that are Qualifying Non-Cumulative Perpetual Preferred Stock or Mandatorily Convertible Preferred Stock;

(b)           permit the Corporation to pay current Distributions on any Distribution Date out of any source of funds but (x) require the Corporation to pay deferred Distributions only out of eligible proceeds and (y) prohibit the Corporation from paying deferred Distributions out of any source of funds other than eligible proceeds;

(c)           if deferral of Distributions continues for more than one year (or such shorter period as provided for in the terms of such securities), require the Corporation not to repay, redeem or purchase any APM Qualifying Securities of the Corporation or any securities of the Corporation that on a bankruptcy or liquidation of the Corporation rank pari passu or junior to such APM Qualifying Securities until at least one year after all deferred Distributions have been paid;

(d)           may include a provision that, notwithstanding the Common Cap (as defined in paragraph (f) below) and the Preferred Cap, for purposes of paying deferred Distributions, limits the ability of the Corporation to sell shares of Common Stock, Qualifying Warrants, or Mandatorily Convertible Preferred Stock above an aggregate cap specified in the transaction documents (a “Share Cap”), subject to the Corporation’s agreement to use commercially reasonable efforts to increase the Share Cap amount and (i) only to the extent that it can do so and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment in shares of Common Stock or (ii) if the Corporation cannot increase the Share Cap amount as contemplated in the preceding clause, by requesting its Board of Directors, subject to its fiduciary duties, to adopt, subject to its fiduciary duties,

SI-1

a resolution for shareholder vote at the next occurring annual shareholders’ meeting to increase the number of shares of the Corporation’s authorized Common Stock for purposes of satisfying the Corporation’s obligations to pay deferred Distributions, provided that such Share Cap shall not represent a lower proportion of the Corporation’s outstanding shares of Common Stock as of the date of issuance of such APM Qualifying Securities than the Share Cap Amount applicable to the Debentures represents as a proportion of the Corporation’s outstanding shares of Common Stock as of the date of the Prospectus Supplement;

(e)           permit the Corporation, at its option, to provide that if the Corporation is involved in a merger, consolidation, amalgamation or conveyance, transfer or lease of assets substantially as an entirety to any other person (a “Business Combination”) where immediately after the consummation of the business combination more than 50% of the voting stock of the surviving entity of the business combination, or the person to whom all or substantially all of the Corporation’s assets are conveyed, transferred or leased, is owned by the shareholders of the other party to the business combination, then clauses (a), (b) and (c) above will not apply to any deferral period that is terminated on the next interest payment date following the date of consummation of the business combination; and

“Alternative Payment Mechanism” means, with respect to any securities or combination of securities (together in this definition, “Such Securities”), provisions in the related transaction documents requiring the Corporation to issue (or use commercially reasonable efforts to issue) one or more types of APM Qualifying Securities, either in public offerings or private placements, raising eligible proceeds at least equal to the deferred Distributions on such securities and apply the proceeds to pay unpaid Distributions on such securities, commencing on the earlier of (x) the first Distribution Date after commencement of a deferral period on which the Corporation pays current Distributions on such securities and (y) the fifth anniversary of the commencement of such deferral period, and that:

(a)           define “eligible proceeds” to mean, for purposes of such Alternative Payment Mechanism, the net proceeds (after underwriters’ or placement agents’ fees, commissions or discounts and other expenses relating to the issuance or sale of the relevant securities, where applicable, and including the fair market value of property received by the Corporation or any of its Subsidiaries as consideration for such securities) that the Corporation has received during the 180 days prior to the related Distribution Date from the issuance of APM Qualifying Securities, up to the Preferred Cap (as defined in paragraph (f) below) in the case of APM Qualifying Securities that are Qualifying Non-Cumulative Perpetual Preferred Stock or Mandatorily Convertible Preferred Stock;

(b)           permit the Corporation to pay current Distributions on any Distribution Date out of any source of funds but (x) require the Corporation to pay deferred Distributions only out of eligible proceeds and (y) prohibit the Corporation from paying deferred Distributions out of any source of funds other than eligible proceeds;

(c)           if deferral of Distributions continues for more than one year (or such shorter period as provided for in the terms of such securities), require the Corporation not to repay, redeem or purchase any APM Qualifying Securities of the Corporation or any securities of the Corporation that on a bankruptcy or liquidation of the Corporation rank pari passu or junior to such APM Qualifying Securities until at least one year after all deferred Distributions have been paid;

(d)           may include a provision that, notwithstanding the Common Cap (as defined in paragraph (f) below) and the Preferred Cap, for purposes of paying deferred Distributions, limits the ability of the Corporation to sell shares of Common Stock, Qualifying Warrants, or Mandatorily Convertible Preferred Stock above an aggregate cap specified in the transaction documents (a “Share Cap”), subject to the Corporation’s agreement to use commercially reasonable efforts to increase the Share Cap amount and (i) only to the extent that it can do so and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment in shares of Common Stock or (ii) if the Corporation cannot increase the Share Cap amount as contemplated in the preceding clause, by requesting its Board of Directors, subject to its fiduciary duties, to adopt, subject to its fiduciary duties,

SI-1

a resolution for shareholder vote at the next occurring annual shareholders’ meeting to increase the number of shares of the Corporation’s authorized Common Stock for purposes of satisfying the Corporation’s obligations to pay deferred Distributions, provided that such Share Cap shall not represent a lower proportion of the Corporation’s outstanding shares of Common Stock as of the date of issuance of such APM Qualifying Securities than the Share Cap Amount applicable to the Debentures represents as a proportion of the Corporation’s outstanding shares of Common Stock as of the date of the Prospectus Supplement;

(e)           permit the Corporation, at its option, to provide that if the Corporation is involved in a merger, consolidation, amalgamation or conveyance, transfer or lease of assets substantially as an entirety to any other person (a “Business Combination”) where immediately after the consummation of the business combination more than 50% of the voting stock of the surviving entity of the business combination, or the person to whom all or substantially all of the Corporation’s assets are conveyed, transferred or leased, is owned by the shareholders of the other party to the business combination, then clauses (a), (b) and (c) above will not apply to any deferral period that is terminated on the next interest payment date following the date of consummation of the business combination; and

        Whenever used in the Plan, the following terms shall have the meanings set forth below and, when such meaning is intended, the initial letter of the word is capitalized:

        Section 2.1.     "Award" means, individually or collectively, a grant under the Plan of Stock Options, Election Shares, Stock, Restricted Stock, and Restricted Stock Units or any other type of award permitted under Article IX.

        Section 2.2.     "Award Agreement" means an agreement setting forth the terms and provisions applicable to an Award granted to a Participant under the Plan.

        Section 2.3.     "Board" shall have the meaning set forth in Section 1.2 herein.

        Section 2.4.     "Code" means the Internal Revenue Code of 1986, as amended from time to time.

        Section 2.5.     "Committee" means the Company's Nominating and Governance Committee or such other committee as the Board shall select.

        Section 2.6.     "Company" shall have the meaning set forth in Section 1.1 herein, or any successor to the Company as provided in Article XI herein.

        Section 2.7.     "Disability" means a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months which, in the opinion of the Committee, renders a Participant unable to engage in any substantial gainful activity.

        Section 2.8.     "Dividend Equivalent" means, with respect to shares of Stock subject to an Award, a right to be paid an amount equal to cash dividends declared on an equal number of outstanding shares of Stock.

        Section 2.9.     "Effective Date" shall have the meaning set forth in Section 1.3 herein.

        Section 2.10.     "Election Shares" means any shares of Stock issued to a Non-Employee Director pursuant to the election of such person to receive such shares of Stock in lieu of cash compensation made in accordance with Section 8.2 herein.

        Section 2.11.     "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

        Section 2.12.     "Exercise Period" means the period during which a Stock Option is exercisable, as set forth in the related Award Agreement.

        Section 2.13.     "Fair Market Value" means the price at which a share of the Stock was last sold in the principal United States market for the Stock as of the date for which fair market value is being determined.

        Section 2.14.     "Family Member" means any spouse, child, stepchild or grandchild, including adoptive relationships; a trust in which these persons have more than fifty (50) percent of the beneficial interest; a foundation in which these persons (or the Non-Employee Director) control the management of assets; and any other entity in which these persons (or the Non-Employee Director) own more than fifty (50) percent of the voting interests.

        Section 2.15.     "Non-Employee Director" means each member of the Board who is not an officer or employee of the Company or any of its Subsidiaries.

        Section 2.16.     "Option Exercise Price" means the price at which a share of Stock may be purchased by a Participant pursuant to a Stock Option, as determined by the Committee and set forth in the applicable Award Agreement.

        Section 2.17.     "Participant" means a Non-Employee Director who has an outstanding Award granted under the Plan.

        Section 2.18.     "Period of Restriction" means the period during which Restricted Stock or Restricted Stock Units are subject to transfer and/or forfeiture restrictions, as provided in Article VII herein.

        Section 2.19.     "Plan" shall have the meaning set forth in Section 1.1 herein.

        Section 2.20.     "Restricted Stock" means an Award of shares of Stock granted to a Participant pursuant to Article VII herein. Delivery of Restricted Stock shall be effected by either (i) a stock certificate or certificates or (ii) book-entry form, in an appropriate number of shares of Stock based upon the number of shares of Restricted Stock issued.

        Section 2.21.     "Restricted Stock Unit" means a contractual right to acquire a share of Stock pursuant to an Award granted to a Participant as provided in Article VII herein.

        Section 2.22.     "Section 409A" shall have the meaning set forth in Section 12.5 herein.

        Section 2.23.     "Securities Act" means the Securities Act of 1933, as amended.

        Section 2.24.     "Stock" means the common stock, $.01 par value, of the Company.

        Section 2.25.     "Stock Option" means an option to purchase shares of Stock, granted under Article VI herein.

        Whenever used in the Plan, the following terms shall have the meanings set forth below and, when such meaning is intended, the initial letter of the word is capitalized:

        2.1   Award means, individually or collectively, a grant under the Plan of NQSOs, ISOs, SARs, Unrestricted Stock, Restricted Stock, Restricted Stock Units, Performance Units, Performance Stock or any other type of award permitted under Article 10 of the Plan.

        2.2   Award Agreement means an agreement setting forth the terms and provisions applicable to an Award granted to a Participant under the Plan.

        2.3   Base Value of an SAR means the Fair Market Value of a share of Stock on the date the SAR is granted.

        2.4   Beneficial Owner means such term as defined in Rule 13d-3 under the Exchange Act.

        2.5   Board or Board of Directors means the Board of Directors of the Company.

        2.6   Code means the Internal Revenue Code of 1986, as amended from time to time.

        2.7   Committee means the committee, as specified in Article 3, appointed by the Board to administer the Plan.

        2.8   Company means The Allstate Corporation, a Delaware corporation, or any successor thereto as provided in Article 18 herein.

        2.9   Covered Employee means any Participant who would be considered a "covered employee" for purposes of Section 162(m) of the Code.

        2.10 Disability means a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months which, in the opinion of the Committee, renders a Participant unable to engage in any substantial gainful activity.

        2.11 Dividend Equivalent means, with respect to Stock subject to an Award, a right to be paid an amount equal to dividends declared on an equal number of outstanding shares of Stock.

        2.12 Eligible Person means a Person who is eligible to participate in the Plan, as set forth in Section 5.1 herein.

        2.13 Employee means an individual who is paid on the payroll of the Company or of one of the Company's Subsidiaries, who is not covered by any collective bargaining agreement to which the Company or any of its Subsidiaries is a party, and is classified on the employer's human resource payroll system as a regular full-time or regular part-time employee.

        2.14 Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

        2.15 Exercise Period means the period during which an SAR or Option is exercisable, as set forth in the related Award Agreement.

        2.16 Fair Market Value, means the price at which a share of the Stock was last sold in the principal United States market for the Stock as of the date for which fair market value is being determined, which in the case of Restricted Stock or Restricted Stock Units is the last day of the Period of Restriction.

        2.17 Family Member means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, or sibling, including adoptive relationships, a trust in which these persons have more than fifty (50) percent of the beneficial interest, a foundation in which these persons (or the Employee) control the management of assets, and any other entity in which these persons (or the Employee) own more than fifty (50) percent of the voting interests.

        2.18 Freestanding SAR means an SAR that is not a Tandem SAR.

        2.19 Incentive Stock Option or ISO means an option to purchase Stock, granted under Article 6 herein, which is designated as an Incentive Stock Option and satisfies the requirements of Section 422 of the Code.

        2.20 Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

        2.21 Nonqualified Stock Option or NQSO means an option to purchase Stock, granted under Article 6 herein, which is not intended to be an Incentive Stock Option under Section 422 of the Code.

        2.22 Option means an Incentive Stock Option or a Nonqualified Stock Option.

        2.23 Option Exercise Price means the price at which a share of Stock may be purchased by a Participant pursuant to an Option, as determined by the Committee and set forth in the Option Award Agreement.

        2.24 Participant means an Eligible Person who has outstanding an Award granted under the Plan.

        2.25 Performance Goals means the performance goals established by the Committee, which shall be based on one or more of the following measures: sales or revenues, earnings per share, stockholder

2

return and/or value, funds from operations, operating income, gross income, net income, combined ratio, underwriting income, cash flow, return on equity, return on capital, return on assets, net earnings, earnings before interest, operating ratios, stock price, customer satisfaction, customer retention, accomplishment of mergers, acquisitions, dispositions or similar extraordinary business transactions, profit returns and margins, financial return ratios and/or market performance. Performance goals may be measured solely on a corporate, subsidiary or business unit basis, or a combination thereof. Performance goals may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure.

        2.26 Performance Period means the time period during which Performance Unit/Performance Stock Performance Goals must be met.

        2.27 Performance Stock means an Award described in Article 9 herein.

        2.28 Performance Unit means an Award described in Article 9 herein.

        2.29 Period of Restriction means the period during which the transfer of Restricted Stock or Restricted Stock Units is limited in some way, as provided in Article 8 herein.

        2.30 Person means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department.

        2.31 Plan means The Allstate Corporation Amended and Restated 2001 Equity Incentive Plan.

        2.32 Qualified Restricted Stock means an Award of Restricted Stock designated as Qualified Restricted Stock by the Committee at the time of grant and intended to qualify for the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C).

        2.33 Qualified Restricted Stock Unit means an Award of Restricted Stock Units designated as Qualified Restricted Stock Units by the Committee at the time of grant and intended to qualify for the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C).

        2.34 Reload Option means an additional Option related to Options awarded prior to 2004 as described in Article 6 herein.

        2.35 Restricted Stock means an Award described in Article 8 herein.

        2.36 Restricted Stock Unit means an Award described in Article 8 herein.

        2.37 Retirement means a Participant's termination from employment with the Company or a Subsidiary at the Participant's Early, Normal or Health Retirement Date, as applicable.

(a)

Early Retirement Date—shall mean the date prior to the Participant's Normal Retirement Date on which a Participant terminates employment, if such termination date occurs on or after the Participant attains age fifty-five (55) with twenty (20) years of service and such retirement is in accordance with the voluntary early retirement policy of the Company or the Subsidiary with which the Participant is employed on the date of termination of employment.



(b)

Normal Retirement Date—shall have the meaning given to it by the Company or the Subsidiary with which the Participant is employed on the date of termination of employment, provided that such termination is voluntary and occurs on or after the Participant attains age sixty (60) with at least one (1) year of service at termination of employment.



(c)

Health Retirement Date—shall mean the date on which the Participant terminates employment for health reasons (as determined under the human resource policy of the Company or the

3

Subsidiary with which the Participant is employed on the date of termination of employment), provided that such termination date occurs on or after the Participant attains age fifty (50) but before the Participant attains age sixty (60), with at least ten (10) years of continuous service at termination of employment.

        2.38 Section 409A shall have the meaning set forth in Section 19.5 herein.

        2.39 Securities Act means the Securities Act of 1933, as amended.

        2.40 Stock means the common stock, $.01 par value, of the Company.

        2.41 Stock Appreciation Right or SAR means a right, granted alone or in connection with a related Option, designated as an SAR, to receive a payment on the day the right is exercised, pursuant to the terms of Article 7 herein. Each SAR shall be denominated in terms of one share of Stock.

        2.42 Subsidiary means any corporation (other than the Company) or limited liability company in an unbroken chain of such entities beginning with the Company if each of the entities other than the last entity in the unbroken chain owns, directly or indirectly, stock possessing 50 percent or more of the total combined Voting Power of all classes of stock or ownership interests in one of the other entities in such chain.

        2.43 Tandem SAR means an SAR that is granted in connection with a related Option, the exercise of which shall require forfeiture of the right to purchase Stock under the related Option (and when Stock is purchased under the Option, the Tandem SAR shall be similarly canceled).

        2.44 Termination of Employment occurs the first day on which an individual is for any reason no longer employed by the Company or any of its Subsidiaries, or with respect to an individual who is an Employee of a Subsidiary, the first day on which the Company no longer owns, directly or indirectly, Voting Securities possessing at least 50% of the Voting Power of such Subsidiary. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Subsidiaries (or between Subsidiaries) shall not be deemed a termination of employment.

        2.45 Unrestricted Stock means an Award of Stock not subject to restrictions described in Article 8 herein.

        2.46 Voting Power means the combined voting power of the then-outstanding Voting Securities entitled to vote generally in the election of directors.

        2.47 Voting Securities of a corporation means securities of such corporation that are entitled to vote generally in the election of directors of such corporation and with respect to a limited liability company means ownership or membership interests with equivalent rights.

        The following terms shall have the meanings set forth below when used herein:

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Committee" means the Nominating and Governance Committee of the Board, any successor committee of the Board performing similar functions or, in the absence of such a committee, the Board.

        "Common Stock" means the Common Stock, par value $.01 per share, of the Company.

        "Disability" means a mental or physical condition which, in the opinion of the Committee, renders a Non-Employee Director unable or incompetent to carry out his or her duties as a member of the Board and which is expected to be permanent or for an indefinite duration.

        "Dividend Equivalent Right" means an unfunded and unsecured promise to pay a cash amount equal to the regular cash dividends that would be paid on a Share of Common Stock underlying a Restricted Stock Unit if such Share had been delivered pursuant to the Restricted Stock Unit award.

2

        "Election Shares" means any Shares issued to a Non-Employee Director pursuant to the election of such person to receive such Shares in lieu of cash compensation made in accordance with Section VIII.B.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Fair Market Value" means the price at which a share of the Stock was last sold in the principal United States market for the Stock as of the date for which fair market value is being determined.

        "Initial Election Date" means, for each Non-Employee Director, the later to occur of (i) the date the Plan is approved and adopted by the Company's stockholders pursuant to Section XIII of the Plan, and (ii) the date of such member's initial election or appointment to the Board.

        "Non-Employee Director" means each member of the Board who is not an officer or employee of the Company or any of its Subsidiaries.

        "Option" means an option to purchase shares of Common Stock.

        "Restricted Stock Unit" or "RSU" means a restricted stock unit award, which represents an unfunded and unsecured promise to deliver a Share of Common Stock in accordance with Article VI.

        "Shares" means shares of Common Stock.

        "Subsidiary" means any partnership, corporation, association, limited liability company, joint stock company, trust, joint venture, unincorporated organization or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination thereof, or (ii) if a partnership, association, limited liability company, joint stock company, trust, joint venture, unincorporated organization or other business entity, a majority of the partnership or other similar equity ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more Subsidiaries of the Company or a combination thereof. For purposes hereof, the Company or a Subsidiary shall be deemed to have a majority ownership interest in a partnership, association, limited liability company, joint stock company, trust, joint venture, unincorporated organization or other business entity if the Company or such Subsidiary shall be allocated a majority of partnership, association, limited liability company, joint stock company, trust, joint venture, unincorporated organization or other business entity gains or losses or shall be or control the managing director, the trustee, the manager or the general partner of such partnership, association, limited liability company, joint stock company, trust, joint venture, unincorporated organization or other business entity.

Whenever used in the Plan, the following terms shall have the meanings set forth below and, when such meaning is intended, the initial letter of the word is capitalized:

Section 2.1.        “Award” means, individually or collectively, a grant under the Plan of Stock Options, Election Shares, Stock, Restricted Stock, and Restricted Stock Units or any other type of award permitted under Article IX.

The following terms shall have the meanings set forth below when used herein:

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Nominating and Governance Committee of the Board, any successor committee of the Board performing similar functions or, in the absence of such a committee, the Board.

“Common Stock” means the Common Stock, par value $.01 per share, of the Company.

“Disability” means a mental or physical condition which, in the opinion of the Committee, renders a Non-Employee Director unable or incompetent to carry out his or her duties as a member of the Board and which is expected to be permanent or for an indefinite duration.

“Dividend Equivalent Right” means an unfunded and unsecured promise to pay a cash amount equal to the regular cash dividends that would be paid on a Share of Common Stock underlying a Restricted Stock Unit if such Share had been delivered pursuant to the Restricted Stock Unit award.

“Election Shares” means any Shares issued to a Non-Employee Director pursuant to the election of such person to receive such Shares in lieu of cash compensation made in accordance with Section VIII.B.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” of any Share means, as of any applicable date, the mean between the high and low prices of the Shares as reported on the New York Stock Exchange-Composite Tape, or if no such reported sale of the Shares shall have occurred on such date, on the next preceding date on which there was such a reported sale.

“Initial Election Date” means, for each Non-Employee Director, the later to occur of (i) the date the Plan is approved and adopted by the Company’s stockholders pursuant to Section XIII of the Plan, and (ii) the date of such member’s initial election or appointment to the Board.

3

“Non-Employee Director” means each member of the Board who is not an officer or employee of the Company or any of its Subsidiaries.

“Option” means an option to purchase shares of Common Stock.

“Restricted Stock Unit” or “RSU” means a restricted stock unit award, which represents an unfunded and unsecured promise to deliver a Share of Common Stock in accordance with Article VI.

“Shares” means shares of Common Stock.

“Subsidiary” means any partnership, corporation, association, limited liability company, joint stock company, trust, joint venture, unincorporated organization or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination thereof, or (ii) if a partnership, association, limited liability company, joint stock company, trust, joint venture, unincorporated organization or other business entity, a majority of the partnership or other similar equity ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more Subsidiaries of the Company or a combination thereof.  For purposes hereof, the Company or a Subsidiary shall be deemed to have a majority ownership interest in a partnership, association, limited liability company, joint stock company, trust, joint venture, unincorporated organization or other business entity if the Company or such Subsidiary shall be allocated a majority of partnership, association, limited liability company, joint stock company, trust, joint venture, unincorporated organization or other business entity gains or losses or shall be or control the managing director, the trustee, the manager or the general partner of such partnership, association, limited liability company, joint stock company, trust, joint venture, unincorporated organization or other business entity.

        Whenever used in the Plan, the following terms shall have the meanings set forth below and, when such meaning is intended, the initial letter of the word is capitalized:

        Section 2.1.    "Award" means, individually or collectively, a grant under the Plan of Stock Options, Election Shares, Stock, Restricted Stock, and Restricted Stock Units or any other type of award permitted under Article IX.

        Section 2.2.    "Award Agreement" means an agreement setting forth the terms and provisions applicable to an Award granted to a Participant under the Plan.

        Section 2.3.    "Board" shall have the meaning set forth in Section 1.2 herein.

        Section 2.4.    "Code" means the Internal Revenue Code of 1986, as amended from time to time.

        Section 2.5.    "Committee" means the Company's Nominating and Governance Committee or such other committee as the Board shall select.

        Section 2.6.    "Company" shall have the meaning set forth in Section 1.1 herein, or any successor to the Company as provided in Article XI herein.

        Section 2.7.    "Disability" means a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months which, in the opinion of the Committee, renders a Participant unable to engage in any substantial gainful activity.

        Section 2.8.    "Dividend Equivalent" means, with respect to shares of Stock subject to an Award, a right to be paid an amount equal to cash dividends declared on an equal number of outstanding shares of Stock.

        Section 2.9.    "Effective Date" shall have the meaning set forth in Section 1.3 herein.

D-1

        Section 2.10.    "Election Shares" means any shares of Stock issued to a Non-Employee Director pursuant to the election of such person to receive such shares of Stock in lieu of cash compensation made in accordance with Section 8.2 herein.

        Section 2.11.    "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

        Section 2.12.    "Exercise Period" means the period during which a Stock Option is exercisable, as set forth in the related Award Agreement.

        Section 2.13.    "Fair Market Value" means, as of any applicable date, the average of the high and low prices of the Stock as reported in the consolidated transaction reporting system, or if there was no such reported sale on the relevant date, then on the last previous day on which a sale was reported.

        Section 2.14.    "Family Member" means any spouse, child, stepchild or grandchild, including adoptive relationships; a trust in which these persons have more than fifty (50) percent of the beneficial interest; a foundation in which these persons (or the Non-Employee Director) control the management of assets; and any other entity in which these persons (or the Non-Employee Director) own more than fifty (50) percent of the voting interests.

        Section 2.15.    "Non-Employee Director" means each member of the Board who is not an officer or employee of the Company or any of its Subsidiaries.

        Section 2.16.    "Option Exercise Price" means the price at which a share of Stock may be purchased by a Participant pursuant to a Stock Option, as determined by the Committee and set forth in the applicable Award Agreement.

        Section 2.17.    "Participant" means a Non-Employee Director who has an outstanding Award granted under the Plan.

        Section 2.18.    "Period of Restriction" means the period during which Restricted Stock or Restricted Stock Units are subject to transfer and/or forfeiture restrictions, as provided in Article VII herein.

        Section 2.19.    "Plan" shall have the meaning set forth in Section 1.1 herein.

        Section 2.20.    "Restricted Stock" means an Award of shares of Stock granted to a Participant pursuant to Article VII herein. Delivery of Restricted Stock shall be effected by either (i) a stock certificate or certificates or (ii) book-entry form, in an appropriate number of shares of Stock based upon the number of shares of Restricted Stock issued.

        Section 2.21.    "Restricted Stock Unit" means a contractual right to acquire a share of Stock pursuant to an Award granted to a Participant as provided in Article VII herein.

        Section 2.22.    "Section 409A" shall have the meaning set forth in Section 12.5 herein.

        Section 2.23.    "Securities Act" means the Securities Act of 1933, as amended.

        Section 2.24.    "Stock" means the common stock, $.01 par value, of the Company.

        Section 2.25.    "Stock Option" means an option to purchase shares of Stock, granted under Article VI herein.

The following terms shall have the meanings set forth below when used herein:

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Nominating and Governance Committee of the Board, any successor committee of the Board performing similar functions or, in the absence of such a committee, the Board.

“Common Stock” means the Common Stock, par value $.01 per share, of the Company.

“Disability” means a mental or physical condition which, in the opinion of the Committee, renders a Non-Employee Director unable or incompetent to carry out his or her duties as a member of the Board and which is expected to be permanent or for an indefinite duration.

“Dividend Equivalent Right” means an unfunded and unsecured promise to pay a cash amount equal to the regular cash dividends that would be paid on a Share of Common Stock underlying a Restricted Stock Unit if such Share had been delivered pursuant to the Restricted Stock Unit award.

“Election Shares” means any Shares issued to a Non-Employee Director pursuant to the election of such person to receive such Shares in lieu of cash compensation made in accordance with Section VIII.B.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” of any Share means, as of any applicable date, the mean between the high and low prices of the Shares as reported on the New York Stock Exchange-Composite Tape, or if no such reported sale of the Shares shall have occurred on such date, on the next preceding date on which there was such a reported sale.

“Initial Election Date” means, for each Non-Employee Director, the later to occur of (i) the date the Plan is approved and adopted by the Company’s stockholders pursuant to Section XIII of the Plan, and (ii) the date of such member’s initial election or appointment to the Board.

“Non-Employee Director” means each member of the Board who is not an officer or employee of the Company or any of its Subsidiaries.

3