ALL » Topics » Prohibited Services: (unless such services may be provided under future SEC rules)

This excerpt taken from the ALL DEF 14A filed Apr 2, 2008.

Prohibited Services: (unless such services may be provided under future SEC rules)

    1.
    Bookkeeping or other services related to the Company's accounting records or financial statements.

    2.
    Appraisal or valuation services or fairness opinions.

    3.
    Management functions or human resources.

    4.
    Broker-dealer, investment adviser, or investment banking services.

    5.
    Legal services.

    6.
    Internal audit outsourcing.

    7.
    Financial information systems design and implementation.

    8.
    Actuarial — audit-related.

    9.
    Expert services, unrelated to an audit of the Company's financial statements, in connection with legal, administrative, or regulatory proceedings or in an advocate capacity.

    10.
    Services determined impermissible by the Public Company Accounting Oversight Board.

A-3


Appendix B

This excerpt taken from the ALL DEF 14A filed Apr 2, 2007.

Prohibited Services: (unless such services may be provided under future SEC rules)

    1.
    Bookkeeping or other services related to the Company's accounting records or financial statements.

    2.
    Appraisal or valuation services or fairness opinions.

    3.
    Management functions or human resources.

    4.
    Broker-dealer, investment adviser, or investment banking services.

    5.
    Legal services.

    6.
    Internal audit outsourcing.

    7.
    Financial information systems design and implementation.

    8.
    Actuarial — audit-related.

    9.
    Expert services, unrelated to an audit of the Company's financial statements, in connection with legal, administrative, or regulatory proceedings or in an advocate capacity.

    10.
    Services determined impermissible by the Public Company Accounting Oversight Board.

B-2


Appendix C

This excerpt taken from the ALL DEF 14A filed Mar 27, 2006.

Prohibited Services: (unless such services may be provided under future SEC rules)

    1.
    Bookkeeping or other services related to the Company's accounting records or financial statements.

    2.
    Appraisal or valuation services or fairness opinions.

    3.
    Management functions or human resources.

    4.
    Broker-dealer, investment adviser, or investment banking services.

    5.
    Legal services.

    6.
    Internal audit outsourcing.

    7.
    Financial information systems design and implementation.

    8.
    Actuarial—audit-related.

    9.
    Expert services, unrelated to an audit of the Company's financial statements, in connection with legal, administrative, or regulatory proceedings or in an advocate capacity.

    10.
    Services determined impermissible by the Public Company Accounting Oversight Board.

B-2



Appendix C

THE ALLSTATE CORPORATION
AMENDED AND RESTATED 2001 EQUITY INCENTIVE PLAN

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