THE ALLSTATE CORPORATION
2006 EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
As Amended and Restated effective as of February 20, 2007
ARTICLE I. Establishment, Purpose and Duration
Section 1.1. Establishment of the Plan . The Allstate Corporation, a Delaware corporation (hereinafter referred to as the
" Company "), hereby establishes an equity compensation plan for non-employee directors, to be known as "The Allstate
Corporation 2006 Equity Compensation Plan for Non-Employee Directors" (hereinafter referred to as the " Plan "), as set forth in
this document. The Plan permits the grant of Stock Options, Election Shares, Stock, Restricted Stock, and Restricted Stock Units
to Non-Employee Directors of the Company.
Section 1.2. Purpose of the Plan . The purpose of the Plan is to promote the success and enhance the value of the
Company by linking the personal interests of members of the Company's Board of Directors (the " Board ") to those of
Company stockholders and customers. The Plan is further intended to assist the Company in its ability to motivate, attract and
retain highly qualified individuals to serve as directors of the Company.
Section 1.3. Duration of the Plan . The Plan shall become effective when approved by the stockholders at the 2006
Annual Meeting of Stockholders on May 16, 2006 (the " Effective Date ") and shall remain in effect, subject to the right of the
Board to terminate the Plan at any time pursuant to Article X herein, until all shares of Stock subject to the Plan shall have been
purchased or acquired according to the Plan's provisions.
ARTICLE II. DEFINITIONS
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 Res