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Exhibit 4
THE ALLSTATE CORPORATION
DEFERRED COMPENSATION PLAN
FOR INDEPENDENT CONTRACTOR EXCLUSIVE AGENTS
AMENDED AND RESTATED AS OF NOVEMBER 1, 2000
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ARTICLE I
DESIGNATION OF PLAN AND DEFINITIONS
1.1 TITLE
This Plan shall be known as "The Allstate Corporation Deferred
Compensation Plan for Independent Contractor Exclusive Agents." The
Plan was adopted by Allstate Insurance Company effective January 1, 1995
(the "Prior Plan"). The Plan was amended and restated by the Company,
effective January 1, 1996, November 10, 1997, September 1, 1999 and
November 1, 2000.
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. For purposes of
this Plan, "Account" shall include any amounts deferred by a
Participant, as adjusted for earnings and debits, under The
Allstate Corporation Deferred Compensation Plan and The Allstate
Corporation Deferred Compensation Plan for Employee Agents.
(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 the 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
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pursuant to Section 6.1(g).
(f) "Company" shall mean The Allstate Corporation.
(g) "Compensation" for any year shall mean all commissions and other
amounts paid to an Eligible Agent by Allstate Insurance Company,
by Allstate New Jersey Insurance Company, by Allstate Life Insurance
Company or by any other member of the Controlled Group which has
adopted the Plan, that are paid through the Allstate Insurance
Company Human Resources payroll system, but shall not include
(1) commissions paid for Joint Underwriter Association and Assigned
Risk business, (2) bonuses, (3) awards, and (4) other items deemed
properly excludable by the Committee.
(h) "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.
(i) "Eligible Agent" shall mean any exclusive insurance agent
independent contractor operating as a sole proprietorship and
receiving Compensation in a Plan Year. Effective January 1, 2001,
"Eligible Agent" shall also mean any Exclusive Financial Specialist
Independent Contractor operating as a sole proprietorship and
receiving Compensation in a Plan Year.
(j) "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.
(k) "Investment" shall mean the elections made by Participants to make
allocations and reallocations of deferrals and Account balances
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among the subaccounts described in Section 4.3(b), together with
accruals and adjustments reflecting the hypothetical experience of
the subaccounts.
(l) "Monthly Compensation" means Compensation paid to a Participant
during a calendar month.
(m) "Participant" shall mean an Eligible Agent participating in the
Plan in accordance with Article II hereof.
(n) "Plan" shall mean The Allstate Corporation Deferred Compensation
Plan For Independent Contractor Exclusive Agents as set forth
herein, and as amended from time to time in accordance with
Article VII hereof.
(o) "Plan Year" shall mean the fiscal year of the Company.
(p) "Separation from Service" shall mean the termination of a
Participant's agency relationship with Allstate Insurance
Company, with Allstate New Jersey Insurance Company, with
Allstate Life Insurance Company or with a member of the
Controlled Group which has adopted the Plan, unless such
termination results from acceptance of employment with
Allstate Insurance Company, with Allstate New Jersey
Insurance Company or with a member of the Controlled Group.
"Separation from Service" shall also mean the subsequent
termination of employment with all members of the Controlled
Group, unless such termination results in a transfer of status
to an Exclusive Agent Independent Contractor or to an Exclusive
Financial Specialist Independent Contractor for Allstate Insurance
Company, for Allstate New Jersey Insurance Company, for Allstate
Life Insurance Company, or for any other member of the Controlled
Group.
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ARTICLE II
PARTICIPATION
2.1 ELIGIBILITY
An Eligible Agent shall be eligible to commence participation in the Plan
Year following the date he/she becomes an Eligible Agent; PROVIDED,
HOWEVER, the Committee in its sole discretion, may permit an agent who
becomes an Eligible Agent during a Plan Year to commence participation in
the Plan for the portion of such Plan Year following the date he/she
became an Eligible Agent.
2.2 NOTICE OF ELIGIBILITY
The Committee or its appointed representative shall notify each Eligible
Agent no later than 30 days prior to the first business day of any Plan
Year (or, if the Committee has provided the authorization referred to in
Section 2.1, on or promptly after the date in the Plan Year the agent
becomes an Eligible Agent) 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
Each Eligible Agent shall elect in accordance with procedures and during
the time frames established by the Committee or its representative, to
become a Participant in the Plan for any Plan Year, no later than the
last business day of the preceding calendar year. Such election shall
specify the percentage of Compensation to be deferred during the Plan
Year, as set forth in Article III of the Plan. Any agent who becomes an
Eligible Agent during the Plan Year may, provided that the Committee has
exercised the discretion referred to in Section 2.1, participate in the
Plan for the remainder of such Plan Year if he/she elects to do so no
later than 30 days following the date he/she becomes an Eligible Agent.
Elections made by agents who become Eligible Agents during the Plan Year
will be effective on the first of the
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month following the date their election is received by the Committee. If
an Eligible Agent fails to make an election, such failure will be deemed
an election not to become a Participant for the Plan Year. A Participant
may not change his 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 Compensation receivable in the months following the
Committee's receipt of the election.
ARTICLE III
DEFERRALS
3.1 AMOUNT OF DEFERRAL
(a) Each Eligible Agent may elect to defer, in whole number
percentages, up to 80% of his/her Monthly Compensation.
(b) Deferrals elected for any plan year shall be recognized 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.
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
Deferrals 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.
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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 soon as
administratively practicable after the day in which such Compensation
otherwise would have been payable to the Participant.
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 apply debits for Plan administration and investment expenses, for
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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(1) Index, 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
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South America and represents approximately 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 upon
notification to the Plan of the Participant's Separation
from Service or, at the election of the Participant pursuant
to Section 5.4, in one of the first through fifth years after
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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 to be necessary
to alleviate a demonstrated Hardship shall become distributable
upon the date of such determination, subject to Section 5.2, and
such determination shall be subject to the suspension of deferrals
in the Plan by the Participant for the remainder of the Plan Year
and for the next succeeding Plan Year.
(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(c).
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 become
distributable to the Participant as provided in paragraphs (a), (b),
or (d) of this Section.
(d) Effective September 1, 1999, a Participant may at any time
irrevocably elect to receive distribution of his/her 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. The Participant's Account balance
shall become distributable subject to Section 5.2 following the date
of such election.
(e) In the event of a Participant's death prior to distribution of
his/her entire Account balance, the remaining Account balance shall
become
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distributable following the date on which all events have occurred
which entitle the Beneficiary or Beneficiaries to payment.
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, as soon as practicable after the
first day of the month following the date on which the Account becomes
distributable, that he/she is entitled to receive payment from an
Account, the balance of which shall be computed as of the close of
business on the last day of the month in which the Account becomes
distributable. Distribution of Account balances shall commence as soon
as practicable after the first day of the month next following the date
on which the Account becomes distributable.
5.3 FORM OF PAYMENT
(a) Except as provided in paragraphs (c) and (d) of this Section 5.3,
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 be as follows: The
first annual installment payment shall, for a Participant who has
elected to receive installment payments commencing upon his/her
Separation from Service, be computed as of the close of business on
the last day of the month in which the Account becomes distributable,
and the amount of such payment shall equal his/her Account balance as
of such date, divided by the number of installments including the one
being paid. The first annual installment payment shall, for a
Participant who has elected to receive installment payments
commencing in one of the first through fifth years after Separation
from
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Service, be computed as of the close of the last business day of
the year preceding the year in which the Account balance becomes
distributable, and the amount of such payment shall equal his/her
Account balance as of such date, divided by the number of
installments including the one being paid. Each subsequent
installment payment shall be computed as of the close of the last
business day of the year thereafter, and the amount of each
subsequent payment shall equal his/her remaining Account balance,
divided by the number of remaining installments, including the one
being paid. 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 distribution of
his/her entire Account balance, the remaining Account balance shall
be paid in a lump-sum to the Participant's Beneficiary or
Beneficiaries, as soon as practicable after the date on which the
Account balance shall become distributable pursuant to Section
5.1(e).
(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
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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.
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
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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.
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. The Committee shall inform each
Participant as soon as practicable following the enactment of any such
amendment.
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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 EFFECT ON AGENCY RELATIONSHIP
Participation in this Plan shall not give any Participant the right to
be retained as an agent of Allstate Insurance Company or of any member
of the Controlled Group, or to have or any right or interest other than
as herein provided. No Participant shall have any right to any payment
or benefit hereunder except to the extent provided in this Plan. Allstate
Insurance Company and the members of the Controlled Group expressly
reserve the right to terminate the agency relationship of any Participant
without any liability for any claim against any of them, except to the
extent expressly provided herein.
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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 their Account balances.
8.4 OTHER PLANS
This Plan shall not affect the right of any 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
(a) 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 valid
designation 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 notarized statement specifically
approving such designation and authorizing the Committee to make
payment of such interests in the manner provided in such designation.
(b) In the absence of such designation by the Participant, or in the
absence of notarized spousal approval and authorization as herein
above provided, or in the event of the death prior to or simultaneous
with the death of the
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Participant, of all Beneficiaries or 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 spouse or, if there is no
surviving spouse, to the Participant's descendants, including adopted
children (distributed in equal shares) or, if there are no surviving
descendants, to the Participant's parents (distributed in equal
shares) or, if there are no surviving parents, to the Participant's
sisters and brothers (distributed in equal shares) or, if there are
none, to the estate of the Participant.
(c) 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 estate 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,
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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.
______________________ (1) STANDARD & POOR'S -REGISTERED TRADEMARK-, S&P
-REGISTERED TRADEMARK-, S&P 500 INDEX AND STANDARD & POOR'S 500 INDEX are
trademarks of Standard & Poor's Corporation (S&P) and have been licensed for
use by State Street Bank and Trust Company. The product is not sponsored,
endorsed, listed, sold or promoted by S&P, and S&P makes no representation
regarding the advisability of investing in this product.
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