Allstate (ALL)

Elimination of Supermajority Voting Provisions to Remove Directors

        Article Seventh of the Restated Certificate of Incorporation currently provides that no director may be removed, with or without cause, by the stockholders except by the affirmative vote of holders of not less than 66 ²/3% of the outstanding shares. Furthermore, Article Seventh provides that it can only be changed by the affirmative vote of at least 66 ²/3% of the outstanding shares. The proposed amendment would eliminate the supermajority voting provisions. To be effective, this amendment must be approved by at least 66 ²/3% of the outstanding shares.

        The proposed amendments to the Restated Certificate of Incorporation are set forth in full in Appendix C, with deletions indicated by strikeout and additions indicated by underline. The above descriptions of the current Articles and the proposed amendments to Article Sixth and Article Seventh of the Restated Certificate of Incorporation are qualified in their entirety by reference to the actual text set forth in Appendix C.

        If this Item is approved by the majority of the outstanding shares but not by at least 66 ²/3% of the outstanding shares, the amendment to Article Sixth of the Restated Certificate of Incorporation will become effective upon filing with the Delaware Secretary of State promptly after this annual meeting. If this Item is approved by at least 66 ²/3% of the outstanding shares, the amendments to Article Sixth and Article Seventh of the Restated Certificate of Incorporation will become effective upon filing with the Delaware Secretary of State promptly after this annual meeting.

        The Board of Directors unanimously recommends that stockholders vote for the approval of the amendments to the Restated Certificate of Incorporation.

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Executive and Director Compensation