Allstate (ALL)

Director Compensation

RESOLVED, effective June 1, 2010, that directors who are not officers or employees of the Corporation or any of its subsidiaries (each a “Non-Employee Director”) shall be entitled to receive for their services as directors a quarterly cash retainer in the amount of $17,500 (“Quarterly Retainer”), to be paid on each June 1, September 1, December 1, and March 1 (each a “Quarterly Payment Date”) to each Non-Employee Director serving as a director on such date.

FURTHER RESOLVED, effective June 1, 2010, that each Non-Employee Director who serves as a chair of a committee of the Corporation’s Board of Directors shall be entitled to receive an additional quarterly chair fee for each such chair, in the amount of $3,500 (“Quarterly Chair Fee”), to be paid on each Quarterly Payment Date to each Non-Employee Director serving as a committee chair on such date.

FURTHER RESOLVED, effective June 1, 2010, that any Non-Employee Director initially elected or appointed to the Board or initially appointed as a committee chair effective on any date other than a Quarterly Payment Date shall be entitled to receive on the Quarterly Payment Date following the date he or she joins the Board or becomes such chair, as the case may be, an additional one-time fee in an amount equal to the Quarterly Retainer or Quarterly Chair Fee, as the case may be, multiplied by a fraction, the numerator of which is the number of calendar days such Non-Employee Director has served on the Board or as such chair prior to such Quarterly Payment Date and the denominator of which is 91.

FURTHER RESOLVED, that on June 1 of each year, each Non-Employee Director who is serving as a director on that date shall be entitled to receive a number of restricted stock units (“RSUs”) equal to $150,000 divided by the Fair Market Value, as defined in the 2006 Equity Compensation Plan for Non-Employee Directors (“Plan”), of the Corporation’s common stock as of such June 1, with any fractional amount rounded up to the next whole RSU.

FURTHER RESOLVED, that any Non-Employee Director initially elected or appointed to the Board effective on any date other than June 1 shall be entitled to receive on the date he or she joins the Board, a number of RSUs equal to $150,000 divided by the Fair Market Value, as defined in the Plan, of the Corporation’s common stock as of the date the Non-Employee Director joins the Board, multiplied by a fraction, the numerator of which is the number of full calendar months from such date until the following May 31 and the denominator of which is 12, with any fractional amount rounded to the next whole RSU.

Director Compensation

RESOLVED, that on June 1 of each year, effective June 1, 2009, directors who are not officers or employees of the Corporation or any of its subsidiaries (each a “Non-Employee Director”) who are serving as directors on that date shall be entitled to receive for their service as directors until the next annual meeting of shareholders (i) a $70,000 annual retainer (the “Annual Retainer”) and (ii) a number of  restricted stock units (“RSUs”) equal to $150,000 divided by the Fair Market Value, as defined in the 2006 Equity Compensation Plan for Non- Employee Directors, of the Corporation’s common stock as of June 1, with any resulting fractional amount rounded up to the next whole RSU.

FURTHER RESOLVED, each Non-Employee Director who serves as a chair of a committee of the Corporation’s Board of Directors shall receive an additional $15,000 fee for each such chair (“Chair Fee”) to be paid on June 1 of each year to each Non-Employee Director serving as a committee chair on such date.

FURTHER RESOLVED, that any Non-Employee Director initially elected or appointed to the Board or initially appointed as a committee chair effective on any date other than June 1 shall be entitled to receive (i) on the date he or she joins the Board or becomes such chair, as the case may be, an amount equal to his or her Annual Retainer or Chair Fee, as the case may be (assuming such Non-Employee Director had been serving on the Board or serving as such chair on the preceding June 1) plus (ii) on the date he or she joins the Board, an award of RSUs equal in value to the sum of $150,000 divided by the Fair Market Value of the Corporation’s common stock as of the date the Non-Employee Director joins the Board, in each case multiplied by a fraction, the numerator of which is the number of full calendar months such Non-Employee Director will serve on the Board or as such chair until the following May 31 and the denominator of which is 12.

FURTHER RESOLVED, that effective June 1, 2009, the annual compensation for Non-Employee Directors will no longer include annual stock option awards to purchase shares of the Corporation’s common stock under the 2006 Equity Compensation Plan for Non-Employee Directors.