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                                                                   Exhibit 10.10

                            THE ALLSTATE CORPORATION
                           DEFERRED COMPENSATION PLAN
                  AMENDED AND RESTATED AS OF SEPTEMBER 1, 1999

                                    ARTICLE I
                       DESIGNATION OF PLAN AND DEFINITIONS

1.1      TITLE

         This Plan shall be known as "The Allstate Corporation Deferred
         Compensation Plan." The Plan was adopted by Allstate Insurance Company
         effective January 1, 1995 . The Plan was amended and restated by the
         Company, effective January 1, 1996, November 11, 1997 and September 1,
         1999.

1.2      DEFINITIONS

         The following definitions will apply:

         (a)      "Account" shall mean the bookkeeping entries made to state the
                  balance of Compensation deferred by a Participant under the
                  Plan, as adjusted pursuant to Article IV of the Plan.

         (b)      "Beneficiary" or "Contingent Beneficiary" shall mean the
                  person or persons last designated in writing by the
                  Participant to the Committee, in accordance with Section 8.5
                  of this Plan.

         (c)      "Board" shall mean the Board of Directors of the Company.

         (d)      "Code" shall mean the Internal Revenue Code of 1986, as
                  amended from time to time.

         (e)      "Committee" shall mean the Committee appointed by the Board of
                  Directors pursuant to Article VI of this Plan, and shall mean
                  those persons to whom the Committee has delegated
                  administrative duties pursuant to Section 6.1(g).

         (f)      "Compensation" shall mean all of the items included in the
                  term "Annual Compensation" as that term is defined in the
                  Allstate Retirement Plan without regard to the annual
                  compensation limit imposed by Section 401(a)(17) of the Code.


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         (g)      "Compensation Floor" shall be the compensation limit in effect
                  pursuant to Section 401(a)(17) of the Code for a Plan Year.

         (h)      "Company" shall mean The Allstate Corporation.

         (i)      "Controlled Group" shall mean any corporation or other
                  business entity which is included in a controlled group of
                  corporations, within the meaning of section 1563(a)(i) of the
                  Code, within which the Company is also included.

         (j)      "Eligible Compensation" shall mean (i) an Employee's
                  Compensation through October 31 of the calendar year
                  immediately preceding a Plan Year, plus two times the
                  Employee's base salary for the month of October of the
                  calendar year immediately preceding the Plan Year; or (ii) an
                  Employee's Compensation for the calendar year two years before
                  a Plan Year.

         (k)      "Eligible Employee" shall mean any Employee who is eligible to
                  participate under Article II of this Plan.

         (l)      "Eligible Salary" shall mean an Employee's base salary in
                  October of the calendar year immediately preceding a Plan
                  Year, multiplied by 12.

         (m)      "Employee" shall mean any regular, full-time employee of the
                  Company, of Allstate Insurance Company, of Allstate New Jersey
                  Insurance Company, of Allstate Federal Savings Bank or of any
                  other affiliate in the Controlled Group which adopts the Plan,
                  but shall in no event include persons classified as agents.

         (n)      "Hardship" shall mean severe financial hardship to the
                  Participant resulting from a sudden and unexpected illness or
                  accident of the Participant or of a dependent (as defined in
                  section 152(a) of the Code) of the Participant, or loss of the
                  Participant's property due to casualty, or similar
                  extraordinary and unforeseeable circumstances arising as a
                  result of events beyond the control of the Participant.

         (o)      "Investment" shall mean the elections made by Participants to
                  make allocations and reallocations of deferrals and Account
                  balances among the subaccounts described in Section 4.3(b),
                  together with accruals and adjustments reflecting the
                  hypothetical experience of the subaccounts.


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         (p)      "Participant" shall mean an Eligible Employee participating in
                  the Plan in accordance with Article II hereof.

         (q)      "Plan" shall mean The Allstate Corporation Deferred
                  Compensation Plan as set forth herein, and as amended from
                  time to time in accordance with Article VII hereof.

         (r)      "Plan Year" shall mean the fiscal year of the Company, which
                  is a calendar year, for which eligibility is determined.

         (s)      "Separation from Service" means the termination of a
                  Participant's employment with any company in the Controlled
                  Group for any reason whatsoever, including retirement,
                  resignation, dismissal or death, but does not include a
                  transfer to status as an employee insurance agent or as an
                  exclusive agent independent contractor for a member of the
                  Controlled Group which has adopted the Plan.


                                   ARTICLE II
                                  PARTICIPATION

2.1      ELIGIBILITY
         An Employee shall be an Eligible Employee if his Eligible Compensation
         or his Eligible Salary is equal to or in excess of the Compensation
         Floor for the Plan Year.

2.2      NOTICE OF ELIGIBILITY

         The Committee shall notify each Eligible Employee no later than 30 days
         prior to the first business day of any Plan Year or as soon thereafter
         as practicable, that he/she is entitled to become a Participant in the
         Plan for such Plan Year.

2.3      PARTICIPATION ELECTION

     (a) Each Eligible Employee may elect, in accordance with procedures and
         during the time frames established by the Committee, to become a
         Participant in the Plan for a Plan Year. The election must be received
         by the Committee no later than the last business day of the preceding
         calendar year, and shall specify the percentage of base salary and/or
         Incentive to be deferred during the Plan Year. A Participant may not
         change his/her deferral election for the Plan Year after the Plan Year
         has commenced. However, a Participant may at any time irrevocably elect
         to suspend participation in the Plan for the remainder of a Plan Year,
         but only as to future deferrals of salary.


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     (b)  Any person who the Committee determines to be an Eligible Employee in
          the Plan Year in which he/she first becomes an Employee shall be
          provided an opportunity within 30 days of employment to participate in
          the Plan for that Plan Year.


                                   ARTICLE III
                                    DEFERRALS

     3.1  AMOUNT OF DEFERRAL

     (a)  Each Participant may elect to defer, in whole number percentages, up
          to 80% of base salary for the Plan Year. No deferrals of base salary
          will be recognized until Compensation in the Plan Year reaches the
          Compensation Floor for the Plan Year.

     (b)  Each Participant may elect to defer, in whole number percentages, up
          to 100% of the Incentive actually payable in the Plan Year.

     (c)  Deferrals shall be recognized only after the Compensation Floor for
          the Plan Year has been reached, and only after all other deductions
          required by federal or state law or elected by the Participant have
          been withheld. Deferrals may be reduced by the Committee to the extent
          necessary to permit required or elected withholdings.

     (d)  Except as provided in Section 3.1(e), if a Participant has elected to
          defer Compensation for a Plan Year which would otherwise be includible
          in the calculation of the Participant's pension benefit under the
          Allstate Retirement Plan or the Agents Pension Plan for such Plan Year
          the Company shall, prior to the end of such Plan Year, refund such
          excess deferral to the Participant.

     (e)  To the extent a Participant is on leave of absence for all or part of
          the Plan Year, and the Participant's Compensation less any amounts
          deferred is less than the Compensation Floor for such year, the
          Company shall, prior to the end of such Plan Year, pay the Participant
          the lesser of:

                (1)     The amount deferred during the year; or
                (2)     The difference between (i) the Compensation Floor and
                        (ii) the amount of the Participant's Compensation less
                        the amount the Participant deferred.


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     3.2  EFFECTIVE DATE OF DEFERRAL

          Compensation deferred shall be credited to a Participant's Account by
          bookkeeping entry as set forth in Section 4.2.

     3.3  USE OF AMOUNTS DEFERRED

          Amounts credited to Accounts shall be a part of the general funds of
          the Company, shall be subject to all the risks of the Company's
          business, and may be deposited, invested or expended in any manner
          whatsoever by the Company.

                                   ARTICLE IV
                              ACCOUNTS AND VESTING

     4.1  ESTABLISHMENT OF ACCOUNT

          The Committee shall establish, by bookkeeping entry on the books of
          the Company, an Account for each Participant. Accounts shall not be
          funded in any manner.

     4.2  CONTRIBUTIONS TO ACCOUNT

          The Committee shall cause deferred Compensation to be credited by
          bookkeeping entry to each Participant's Account as of the day in which
          the Compensation otherwise would have been payable to the Participant,
          or as soon thereafter as is administratively practicable.

     4.3  MAINTENANCE OF ACCOUNT BALANCES - SUBACCOUNT ELECTIONS

      (a) Investment of deferrals shall be made among one or more of the
          Subaccounts described in Section 4.3(b). Each Investment shall be made
          in accordance with procedures established by the Committee and shall
          specify that portion of the Participant's deferrals on the date of
          such election to be invested in each Subaccount. In its sole
          discretion, the Committee may withhold one or more of the Subaccounts
          from Investment by Participants for a Plan Year or Years. Investments
          of deferrals and reallocations of existing Account balances must be
          made in whole percentage increments of the deferrals and reallocations

          Each Account shall be adjusted, as applicable, to apply credits for
          contributions, interest, dividend equivalents and other earnings and
          to

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      apply debits for Plan administration and investment expenses, for
      losses and for distributions. All such adjustments shall be
      bookkeeping entries reflecting hypothetical experience for the
      Subaccounts in which Investments are made.

      (b) The Subaccounts in which Investments may be made are:

          (1) Subaccount #1 - SSGA-TM- SHORT TERM INVESTMENT Fund - a
          diversified portfolio of short term fixed-income securities managed by
          State Street Global Advisors (SSgA-TM-). The fund's objective is to
          maximize current income while preserving capital and liquidity. The
          fund's yield reflects short-term interest rates.

          (2) Subaccount #2 - SSGA-TM- BOND MARKET INDEX FUND SERIEs A - a
          collective fund of fixed -income securities managed by State Street
          Global Advisors (SSgA-TM-). The fund invests in U.S. Treasury, agency,
          corporate, mortgage-backed, and asset-backed debt securities. The
          fund's objective is to match the total rate of return of the Lehman
          Aggregate Bond Index, a broad-based domestic bond index composed of
          more than 5,000 debt securities with all securities having an average
          life of at least one year. The rate of return on the Bond Fund is
          influenced by, among other things, changes in interest rates, the
          market price of bonds and the financial stability of the issuers.

          (3) Subaccount #3 - SSGA-TM- S&P 500(1) FLAGSHIP FUND SERIEs A - a
          collective fund managed by State Street Global Advisors (SSgA-TM-),
          which invests in a diversified portfolio of stocks in a broad array of
          large, established companies. The fund's objective is to match the
          total rate of return of the Standard & Poor's (S&P) 500 Index(1) ,
          which consists of 500 stocks chosen for market size, liquidity and
          industry group representation. SSgA-TM- replicates the index by
          purchasing all 500 component equities in the appropriate market-value
          weighted proportions. The rate of return on the S&P 500(1) Fund is
          influenced by the market price and dividends of the stocks held in
          the fund.

          (4) Subaccount #4 - DAILY EAFE FUND SERIES A - a fund, managed by
          State Street Global Advisors (SSgA-TM-), which invests in a
          diversified portfolio of stocks outside of North and South America.
          The fund's objective is to match the total rate of returns and
          characteristics of the Morgan Stanley Capital International (MSCI)
          Europe, Australia, Far East (EAFE) Index. The index consists of more
          than 1,100 stocks in over 20 countries outside of North and South
          America and represents approximately


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          60% of the total market capitalization in those countries. SSgA-TM-
          employs an index replication approach to construct a fund whose return
          tracks the MSCI EAFE Index. The rate of return on the International
          Equity Fund is influenced by the market price of the stocks held in
          the fund, dividends and other income and foreign currency exchange
          rates.

          (5) Subaccount #5 - SSGA-TM- RUSSELL 2000 FUND SERIEs A - a collective
          fund managed by State Street Global Advisors (SSgA-TM-), which invests
          in a diversified portfolio of small capitalized U.S. stocks. The
          fund's objective is to match the total rate of returns and
          characteristics of the Russell 2000 Index, which consists of the
          smallest 2000 U.S. securities in the Russell 3000 Index. SSgA-TM-
          employs an index replication approach to construct a fund whose return
          tracks the Russell 2000 index. The rate of return on the Russell 2000
          Fund is influenced by the market price and dividends of the stocks
          held in the fund.

     (c) A Participant may, in accordance with procedures established by the
     Committee, change his Subaccount investment elections daily regarding
     existing Account balances and future contributions. If an election is
     received by the close of the New York Stock Exchange on a business day, it
     will be effective as of the next business day.

4.4  VESTING

     A Participant shall be fully vested in his/her Account at all times,
     subject to Sections 3.3 and 8.2.

                                    ARTICLE V
                                    PAYMENTS

5.1  EVENTS CAUSING ACCOUNTS TO BECOME DISTRIBUTABLE

     (a)  A Participant's Account shall become distributable on the date of
          his/her Separation from Service or, at the election of the
          Participant, in one of the first through fifth years after Separation
          from Service. In either event, the Participant may elect to receive
          payment in a lump sum or in annual installments as provided in Section
          5.3.

     (b)  That portion of a Participant's Account determined by the Committee to
          be necessary to alleviate a demonstrated Hardship shall become
          distributable on the date of such determination.


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          (c)  A Participant may make an irrevocable election prior to
               September 1, 1999, to receive a distribution as of the first
               day of any Plan Year prior to Separation from Service,
               provided such date occurs subsequent to the Plan Year in which
               the Participant first participates in this Plan and at least
               three years after the date the Participant makes an election
               pursuant to this Section 5.1(d). In such case, that portion of
               the Participant's Account attributable to Compensation
               deferred, and accruals thereon, after the Committee receives
               such election shall become distributable on the date elected.
               Any balance in the Participant's Account remaining after any
               payment under this paragraph and any balance in the Account
               attributable to participation in the Plan in any year
               subsequent to the year in which a payout on such date certain
               occurs, shall be paid to the Participant as provided in
               paragraphs (a) or (b) above.

          (d)  Effective September 1, 1999, a Participant may at any time
               irrevocably elect to receive distribution of his entire
               Account balance, subject to the forfeiture to the Company of
               10% of such Account balance and subject to termination of
               participation in the Plan by the Participant for the remainder
               of the Plan Year and for the next succeeding Plan Year.

5.2       NOTICE OF ACCOUNT PAYMENT AND COMMENCEMENT OF DISTRIBUTION

          The Committee or its appointed representative shall notify a
          Participant or Beneficiary, as the case may be, that he/she is
          entitled to receive payment from an Account, no later than the first
          day of the month succeeding the date on which the Account becomes
          distributable, or as soon thereafter as practicable. Distribution of
          Account balances shall commence on the first day of the month
          coincident with or next following the date elected by the Participant
          pursuant to Section 5.4, or as soon thereafter as practicable.

5.3       FORM OF PAYMENT

     (a)  Except as provided in paragraphs (c) and (d) of this Section 5.3 and
          Article VIII hereof, payments of Account balances to a Participant
          shall be in the form of one lump sum payment or annual cash
          installment payments over a period of from 2 to 10 years, at the
          election of the Participant.

     (b)  The amount of each annual installment payable to a Participant who has
          elected to receive installment payments shall equal his remaining
          account balance as of that installment payment date divided by the
          number of


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          remaining installments, including the one being paid. Annual
          installment payments shall be computed as of the close of business on
          the day before they are to commence pursuant to Section 5.2 and on
          each December 31 thereafter. Interest accruals and other adjustments
          shall continue with respect to the entire unpaid Account balance, as
          provided in Section 4.3.

     (c)  In the event of a Participant's death prior to full distribution of
          his/her Account, the remaining Account balance shall be paid in a
          lump-sum to the Beneficiary or Beneficiaries designated by the
          Participant, as soon as practicable after a Participant's death.

     (d)  Notwithstanding the provisions of paragraph (b) above, if the
          remaining unpaid Account balance is $5,000 or less on any date an
          annual installment payment is to be made to a Participant, the payment
          shall be the remaining unpaid Account balance.

5.4       DISTRIBUTION ELECTION

          (a)  Each Participant shall elect his/her desired form of payment, in
               accordance with procedures established by the Committee, at the
               time of his/her initial participation election set forth in
               Section 2.3.

          (b)  Except for distribution elections under Section 5.1(c) and (d),
               each Participant may from time to time revise the terms of
               distribution of the Participants Accounts, in accordance with the
               procedures established by the Committee, provided that (i) the
               revised notice of the desired form of payment shall be made by
               the Participant no less than twelve months prior to the date on
               which payment is to commence, but in any event no later than the
               day before the date of the Participant's Separation from Service
               and (ii) in any event, distribution of the Participant's Account
               shall not commence earlier than twelve months after the
               Participant's revised notice of the desired form of payment is
               made.


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                                   ARTICLE VI
                                 ADMINISTRATION


6.1       GENERAL ADMINISTRATION; RIGHTS AND DUTIES

          The Board shall appoint the Committee, which, subject to the express
          limitations of the Plan, shall be charged with the general
          administration of the Plan on behalf of the Participants. The
          Committee shall also be responsible for carrying out its provisions,
          and shall have all powers necessary to accomplish those purposes,
          including, but not by way of limitation, the following:

          (a)  To construe and interpret the Plan;

          (b)  To compute the amount of benefits payable to Participants;

          (c)  To authorize all disbursements by the Company of Account balances
               pursuant to the Plan;

          (d)  To maintain all the necessary records for the administration of
               the Plan;

          (e)  To make and publish rules for administration and interpretation
               of the Plan and the transaction of its business;

          (f)  To inform each Participant as soon as practicable after the end
               of each calendar quarter of the value of the Participant's
               Account as of the end of such calendar quarter;

          (g)  To delegate the administration of the Plan in accordance with its
               terms to officers or employees of the Company , of Allstate
               Insurance Company or of an independent consultant retained by the
               Committee who the Committee believes to be reliable and
               competent. The Committee may authorize officers or employees of
               the Company or of Allstate Insurance Company to whom it has
               delegated duties under the Plan to appoint other persons to
               assist the delegate in administering the Plan; and

          (h)  To refuse to accept the deferral of amounts the Committee or its
               delegate considers too small to be administratively feasible.

          The determination of the Committee as to any disputed question or
controversy shall be conclusive.


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                                   ARTICLE VII
                         PLAN AMENDMENTS AND TERMINATION

7.1      AMENDMENTS

         The Company shall have the right to amend this Plan from time to time
         by resolutions of the Board or by the Committee, and to amend or
         rescind any such amendments; provided, however, that no action under
         this Section 7.1 shall in any way reduce the amount of Compensation
         deferred or any accruals or other adjustments provided in section 4.3
         up to and including the end of the month in which such action is taken.
         Interest will continue to accrue as provided in Section 4.3. All
         amendments shall be in writing and shall be effective as provided
         subject to the limitations in this Section 7.1.

7.2      TERMINATION OF PLAN

         Although the Company expects that this Plan will continue indefinitely,
         continuance of this Plan is not a contractual or other obligation of
         the Company, and the Company expressly reserves its right to
         discontinue this plan at any time by resolutions of the Board,
         effective as provided by the Board in such resolutions. However, no
         such action shall in any way reduce the amount of Compensation deferred
         or any accruals thereon, up to and including the end of the month in
         which such action is taken. Accruals to Accounts shall continue until
         distribution as provided in Section 4.3.


                                  ARTICLE VIII
                                  MISCELLANEOUS


8.1      NOTIFICATION TO COMMITTEE

         Any election made or notification given by a Participant pursuant to
         this Plan shall be made in accordance with procedures established by
         the Committee or its designated representative, and shall be deemed to
         have been made or given on the date received by the Committee or such
         representative.

8.2      PARTICIPANT'S EMPLOYMENT


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         Participation in this Plan shall not give any Participant the right to
         be retained in the employ of the Company, Allstate Insurance Company of
         any member of the Controlled Group, or any right or interest other than
         as herein provided. No Participant or Employee shall have any right to
         any payment or benefit hereunder except to the extent provided in this
         Plan. The members of the Controlled Group expressly reserve the right
         to dismiss any Participant without any liability for any claim against
         them, except to the extent expressly provided herein.

8.3      STATUS OF PARTICIPANTS

         This Plan shall create only a contractual obligation on the part of the
         Company and shall not be construed as creating a trust or other
         fiduciary relationship with Participants. Participants will have only
         the rights of general unsecured creditors of the Company with respect
         to Compensation deferred and interest credited to their Accounts.

8.4      OTHER PLANS

         This Plan shall not affect the right of any Employee or Participant to
         participate in and receive benefits under and in accordance with the
         provisions of any other Company plans which are now or may hereafter be
         in existence.

8.5      BENEFICIARIES AND CONTINGENT BENEFICIARIES

         Each Participant shall, in accordance with procedures established by
         the Committee, designate one or more persons or entities (including a
         trust or trusts or his/her estate) to receive any balance in his/her
         Account, including accruals thereon, payable to him/her under this Plan
         in the event of his/her death prior to full payment thereof. The
         Participant may also designate a person or persons as a Contingent
         Beneficiary or Contingent Beneficiaries who shall succeed to the rights
         of the person or persons originally designated as Beneficiary or
         Beneficiaries, in case the latter should die. He/she may from time to
         time change any designation of Beneficiary or Contingent Beneficiary so
         made, and the last written notice given by him/her to the Committee
         shall be controlling.

         In the event a Participant designates a person other than his/her
         spouse as Beneficiary of any interests under this Plan, the
         Participant's spouse shall sign a statement specifically approving such
         designation and authorizing the Committee to make payment of such
         interests in the manner provided in such designation. In the absence of
         such designation by the Participant, or in the absence of spousal
         approval and authorization as herein above provided, or in the event of
         the death prior to or simultaneous with the death of the Participant,
         of all Beneficiaries or


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         Contingent Beneficiaries, as the case may be, to whom payments were to
         be made pursuant to a designation by the Participant, such payments or
         any balance thereof shall be paid to the Participant's legal
         representatives.

         In the event of the death, subsequent to the death of the Participant,
         of all Beneficiaries or Contingent Beneficiaries, as the case may be,
         to whom such payments were to be made or were being made pursuant to a
         designation under this section, such payments or any balance thereof
         shall be paid to the legal representatives of such Beneficiaries or
         Contingent Beneficiaries.

8.6      TAXES AND OTHER CHARGES

         To the extent permitted by law, if the whole or any part of a
         Participant's Account shall become the subject of any estate,
         inheritance, income or other tax or other charge which the Company
         shall legally be required to withhold and/or pay, the Company shall
         have full power and authority to pay such tax or other charge out of
         any monies or other property in its hands and charge such amounts paid
         against the Account of the Participant whose interest hereunder is
         subject to such tax or other charge. Prior to making any such payment,
         the Company may require such releases or other documents from any
         lawful authority as the Company shall deem necessary.

8.7      BENEFITS NOT ASSIGNABLE; OBLIGATIONS BINDING UPON SUCCESSORS

         Benefits under this Plan and rights to receive the amounts credited to
         the Account of a Participant shall not be assignable or transferable
         and any purported transfer, assignment, pledge or other encumbrance or
         attachment of any payments or benefits under this Plan, other than by
         operation of law, shall not be permitted or recognized. Obligations of
         the Company under this Plan shall be binding upon successors of the
         Company.

8.8      ILLINOIS LAW GOVERNS; SAVING CLAUSE

         The validity of this Plan or any of its provisions shall be construed
         and governed in all respects under and by the laws of the State of
         Illinois. If any provisions of this Plan shall be held by a court of
         competent jurisdiction to be invalid or unenforceable, the remaining
         provisions hereof shall continue to be fully effective.

8.9      HEADINGS NOT PART OF PLAN

         Headings and subheadings in this Plan are inserted for reference only,
         and are not to be considered in the construction of the provisions
         hereof.


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----------------------
(1) The Product is not sponsored, endorsed, sold or promoted by Standard &
Poor's Corporation (S&P"). S&P makes no representation or warranty, express
or implied, to the owners of the Product or any member of the public
regarding the advisability of investing in securities generally or in the
Product particularly or the ability of the S&P 500 Index to track general
stock market performance. S&P's only relationship to the Licensee is the
licensing of certain trademarks and trade names of S&P and of the S&P 500
Index which is determined, composed and calculated by S&P without regard to
the Licensee or the Product. S&P has no obligation to take the needs of the
Licensee or the owners of the Product into consideration in determining,
composing or calculating the S&P 500 Index. S&P is not responsible for and
has not participated in the determination of the prices and amount of the
Product or the timing of the issuance or sale of the Product or in the
determination or calculation of the equation by which the Product is to be
converted into cash. S&P has no obligation or liability in connection with
the administration, marketing or trading of the Product. S&P DOES NOT
GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY
DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR
ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED
THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE
ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

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