Allstate (ALL)

Directors' Compensation and Benefits

        Annual compensation for Allstate directors who are not employees of Allstate or its affiliates ("non-employee directors") consists of annual board and committee chair fees which are paid in cash or, at the director's election, may be paid in the form of stock-in-lieu of cash compensation or may be deferred into the deferred compensation plan for non-employee directors. Non-employee directors also received an annual award of 2,000 restricted stock units and an option to purchase 4,000 shares of Allstate common stock in 2005. No meeting fees or other professional fees are paid to non-employee directors.

        Components of the non-employee directors' 2005 total compensation are described below.

(1)

The grant date value of each director's RSU award is based on the fair market value on the date of grant. The fair market value of a share of the Company's stock on December 1, 2005 (the grant date) was $56.30.



(2)

The grant date value of each director's option award was determined using the binomial lattice model. For more information on the model, see footnote (4) on page 35 below.



(3)

Other benefits varied by director, ranging from $200 to $2,100 per director. See detail provided below