Effective September 10, 2001
AMENDED AND RESTATED BYLAWS OF
THE ALLSTATE CORPORATION
A Delaware corporation
Section 1. Registered Office; Registered Agent . The registered office in the State of Delaware and the name of the
corporation's registered agent at such address shall be as stated in the certificate of incorporation of The Allstate Corporation,
as it may be amended.
Section 2. Other Offices . The corporation may also have offices at such other places both within and without the State of
Delaware as the Board of Directors of the corporation may determine or the business of the corporation may require.
Section 1. Meetings of Stockholders . All meetings of the stockholders for the election of directors shall be held at the
registered office of the corporation or at such other place determined by the Board, within or without the State of Delaware, as
may be set forth in the notice of call. Meetings of stockholders for any other purpose may be held at such time and place
determined by the Board, within or without the State of Delaware, as shall be stated in the notice of call.
Section 2. Annual Meeting . The annual meeting of stockholders shall be held each year at a time and place determined by
the Board. At the annual meeting, the stockholders shall elect a Board and transact such other business as may properly be
brought before the meeting.
Section 3. Notice of Annual Meetings . Written notice of the annual meeting shall be given to each stockholder entitled to
vote at the meeting at least ten and not more than 60 days before the date of the meeting.
Section 4. Stockholder List . The officer who has charge of the stock ledger of the corporation shall prepare and make, at
least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each stockholder and t