THE ALLSTATE CORPORATION
AMENDED AND RESTATED 2001 EQUITY INCENTIVE PLAN
Article 1. Establishment, Purpose and Duration
1.1 Establishment of the Plan . The Allstate Corporation, a Delaware corporation (hereinafter referred to as the
"Company"), hereby establishes an incentive compensation plan for key employees, to be known as "The Allstate Corporation
2001 Equity Incentive Plan" (hereinafter referred to as the "Plan"), as set forth in this document. The Plan permits the grant of
nonqualified stock options (NQSOs), incentive stock options (ISOs), stock appreciation rights (SARs), unrestricted stock,
restricted stock, restricted stock units, performance units, performance stock and other awards.
The Plan was approved by the Board of Directors on March 13, 2001 and became effective when approved by the
Company's stockholders on May 15, 2001 (the "Effective Date"). The Plan was amended by the Board of Directors on March 9,
2004. On March 14, 2006 the Plan was amended and restated effective upon approval by stockholders at the 2006 Annual
Meeting of Stockholders on May 16, 2006. The Plan was further amended and restated by the Board at meetings held on
September 10, 2006 and on February 20, 2007, and shall thereafter remain in effect as provided in Section 1.3 herein.
1.2 Purpose of the Plan . The primary purpose of the Plan is to provide a means by which key employees of the
Company and its Subsidiaries can acquire and maintain stock ownership, thereby strengthening their commitment to the
success of the Company and its Subsidiaries and their desire to remain employed by the Company and its Subsidiaries. The
Plan also is intended to attract and retain key employees and to provide such employees with additional incentive and reward
opportunities designed to encourage them to enhance the profitable growth of the Company and its Subsidiaries.
1.3 Duration of the Plan . The Plan shall commence on the Effective Date, as desc