Effective May 18, 1999
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 Second Article of the
Certificate of Incorporation of The Allstate Corporation, as it may be amended from time to time.
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 (the “Board of Directors”) may from
time to time 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 location 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, 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 of Directors. At the annual meeting, the stockholders shall elect by a plurality vote a
Board of Directors, 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 thereat at least ten and not more than sixty days before the date of the meeting.
Section 4. Stockholder List. The officer who has charge of the stock ledger of the corporation shall make,
at least ten days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at
said meeting, arranged in alphabetical order