as
their ownership, immediately before such acquisition, of the common stock and
Voting Securities of Allstate, as the case may be (a "Similarly Owned Company");
or
(b) (Majority Ownership) any Person or group (as such term is
defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), other than a
Subsidiary or any employee benefit plan (or any related trust) of Allstate or
any of its Subsidiaries, acquires ownership of more than 50% of the voting power
of all Voting Securities of Allstate or of the total fair market value of the
stock of Allstate (such a Person or group that is not a Similarly Owned Company,
a "Majority Owner"), except that no Change of Control shall be deemed to have
occurred solely by reason of such ownership by a Similarly Owned Company; or
(c)
(Board Composition) a majority of the members of the Board
is replaced during any 12-month period by directors whose appointment or
election is not endorsed by a majority of the members of the Board before the
date of the appointment or election ("Board Turnover"); or
(d)
(Reorganization) the consummation of a merger,
reorganiza­tion, consolidation, or similar transaction, or of a plan or
agree­ment for the sale or other disposition of all or substantially all of the
consolidated assets of Allstate, or a plan of liquidation of Allstate (any of
the foregoing, a "Reorgani­zation Transac­tion") that, does not qualify as an
Exempt Reorganization Transaction.
3
Notwithstanding anything contained herein to the contrary, no transaction or
event shall constitute a Change of Control for purposes of this Agreement unless
the transaction or event constituting the Change of Control also constitutes a
change in the ownership of a corporation (as defined in Treasury Regulation
Section 1.409A-3(i)(5)(v)), a change in effective control of a corporation (as
defined in Treasury Regulation Section 1.409A-3(i)(5)(vi)) or a change in the
ownership of a substantial portion of the assets of a corporation (as defined in
Treasury Regulation Section 1.409A-3(i)(5)(vii)).
1.19
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
ANY
REFERENCE TO ANY SECTION OF THE CODE SHALL ALSO REFER TO ANY SUCCESSOR
PROVISION.
1.20
"COMPANY" MEANS ALLSTATE, AIC AND EACH OF ALLSTATE'S OTHER
SUBSIDIARIES.
1.21
"COMPANY CERTIFICATE" - SEE SECTION 5.1(B).
1.22
"COMPANY COUNSEL OPINION" - SEE SECTION 5.5.
1.23
"COMPETITIVE BUSINESS" MEANS AS OF ANY DATE (INCLUDING DURING THE
ONE-YEAR PERIOD COMMENCING ON THE TERMINATION DATE) ANY CORPORATION OR OTHER
PERSON (AND ANY BRANCH, OFFICE OR OPERATION THEREOF) THAT ENGAGES IN, OR
PROPOSES TO ENGAGE IN:
(A)
THE UNDERWRITING, REINSURANCE, MARKETING OR SALE OF (I) ANY FORM
OF INSURANCE OF ANY KIND THAT THE COMPANY AS OF SUCH DATE DOES, OR PROPOSES TO,
UNDERWRITE, REINSURE, MARKET OR SELL (ANY SUCH FORM OF INSURANCE, AN "ALLSTATE
INSURANCE PRODUCT") OR (II) ANY OTHER FORM OF INSURANCE THAT IS MARKETED OR SOLD
IN COMPETITION WITH ANY ALLSTATE INSURANCE PRODUCT, OR
(B)
ANY OTHER BUSINESS THAT AS OF SUCH DATE IS A DIRECT AND MATERIAL
COMPETITOR OF THE COMPANY;
AND THAT IS LOCATED (I) ANYWHERE IN THE