Allstate (ALL)

The purpose of this Plan is to offer non-employee members of the Board of Directors of the Company the opportunity to defer receipt of cash compensation to which they would otherwise be entitled for services rendered as directors of the Company, as an incentive to their continued participation as such directors.  The Plan was amended and restated as of September 15, 2008, to bring the Plan into documentary compliance with Section 409A.  The changes made to the Plan’s provisions pursuant to the amendment and restatement apply only to Non-Grandfathered Amounts.  Grandfathered Amounts remain subject to the provisions of the Plan as in effect prior to the effective date of the amendment and restatement, it being expressly intended that such Grandfathered Accounts remain exempt from the requirements of Section 409A.  For ease of reference, the provisions of the Plan applicable to Grandfathered Accounts as well as the provisions of the Plan applicable to Non-Grandfathered Accounts are reflected in this document.

I. Purpose

        The primary purposes of the Nominating and Governance Committee are (i) to identify individuals qualified to become members of the Board of Directors, the Chairman of the Board and the Chief Executive Officer; (ii) to make recommendations to the Board regarding director nominees for election; (iii) to develop and recommend to the Board a set of corporate governance guidelines applicable to the Corporation; (iv) to oversee the evaluation of the Board and the Chief Executive Officer; and (v) to advise and make recommendations to the Board with respect to matters of corporate governance. In carrying out these purposes, the Nominating and Governance Committee has the powers and responsibilities provided in this Charter.

I.     Purpose.

        The purpose of The Allstate Corporation Equity Incentive Plan for Non-Employee Directors (the "Plan") is to promote the interests of The Allstate Corporation (the "Company") by providing an inducement to obtain and retain the services of qualified persons as members of the Company's Board of Directors (the "Board") and to align more closely the interests of such persons with the interests of the Company's stockholders by providing a significant portion of the compensation provided to such persons in the form of equity securities of the Company.

I.              Purpose.

The purpose of The Allstate Corporation Equity Incentive Plan for Non-Employee Directors (the “Plan”) is to promote the interests of The Allstate Corporation (the “Company”) by providing an inducement to obtain and retain the services of qualified persons as members of the Company’s Board of Directors (the “Board”) and to align more closely the interests of such persons with the interests of the Company’s stockholders by providing a significant portion of the compensation provided to such persons in the form of equity securities of the Company.

Purpose.

        The purpose of the plan is to align the long-term personal interests of the directors with the interests of the Company's stockholders and customers. In addition, the plan is intended to help motivate, attract and retain highly qualified persons to serve as directors of the Company.

I.              Purpose.

The purpose of The Allstate Corporation Equity Incentive Plan for Non-Employee Directors (the “Plan”) is to promote the interests of The Allstate Corporation (the “Company”) by providing an inducement to obtain and retain the services of qualified persons as members of the Company’s Board of Directors (the “Board”) and to align more closely the interests of such persons with the interests of the Company’s stockholders by providing a significant portion of the compensation provided to such persons in the form of equity securities of the Company.