THE ALLSTATE CORPORATION
EQUITY INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
AS AMENDED AND RESTATED ON NOVEMBER 12, 1996
The purpose of The Allstate Corporation Equity Incentive Plan for Non-Employee Directors (the "Plan") is to
promote the interests of The Allstate Corporation (the "Company") by providing an inducement to obtain and
retain the services of qualified persons as members of the Company's Board of Directors (the "Board") and to
align more closely the interests of such persons with the interests of the Company's stockholders by providing a
significant portion of the compensation provided to such persons in the form of equity securities of the Company.
The Plan shall be administered by the Committee. The Committee shall have full power to construe and interpret
the Plan and Shares and Options granted hereunder, to establish and amend rules for its administration and to
correct any defect or omission and to reconcile any inconsistency in the Plan or in any Share or Option granted
hereunder to the extent the Committee deems desirable to carry the Plan or any Share or Option granted
hereunder into effect. Any decisions of the Committee in the administration of the Plan shall be final and
conclusive. The Committee may authorize any one or more of its members, the secretary of the Committee or any
officer of the Company to execute and deliver documents on behalf of the Committee. Each member of the
Committee, and, to the extent provided by the Committee, any other person to whom duties or powers shall be
delegated in connection with the Plan, shall incur no liability with respect to any action taken or omitted to be take
in connection with the Plan and shall be fully protected in relying in good faith upon the advice of counsel, to the
fullest extent permitted under applicable law.
Each Non-Employee Director shall be eligible to participate in the Plan.
IV. LIMITATION ON AGGREGATE SHARES.
A. Maximum Number of S