Allstate (ALL)

Review of Services

        At each regularly scheduled Audit Committee meeting, the Audit Committee shall review a report summarizing any newly pre-approved permitted services and estimated fees since its last regularly

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scheduled meeting, together with (i) the permitted non-audit services, including fees, actually provided by the Independent Auditors, if any, since the Committee's last regularly scheduled meeting and (ii) an updated projection for the current fiscal year, presented in a manner consistent with the proxy disclosure requirements, of the estimated annual fees to be paid to the Independent Auditors.

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Review of Services

        At each regularly scheduled Audit Committee meeting, the Audit Committee shall review a report summarizing any newly pre-approved permitted services and estimated fees since its last regularly scheduled meeting, together with (i) the permitted non-audit services, including fees, actually provided by the Independent Auditors, if any, since the Committee's last regularly scheduled meeting and (ii) an updated projection for the current fiscal year, presented in a manner consistent with the proxy disclosure requirements, of the estimated annual fees to be paid to the Independent Auditors.

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Review of Services

        At each regularly scheduled Audit Committee meeting, the Audit Committee shall review a report summarizing any newly pre-approved permitted services and estimated fees since its last regularly scheduled meeting, together with (i) the permitted non-audit services, including fees, actually provided by the Independent Auditors, if any, since the Committee's last regularly scheduled meeting and (ii) an updated projection for the current fiscal year, presented in a manner consistent with the proxy disclosure requirements, of the estimated annual fees to be paid to the Independent Auditors.

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POLICY APPENDIX

Permitted Audit and Audit Related Services:

1.

Audits of the Company's financial statements required by SEC rules, lenders, statutory requirements, regulators and others.



2.

Consents, comfort letters, reviews of registration statements and similar services that incorporate or include the audited financial statements of the Company.



3.

Audits of employee benefit plans.



4.

Accounting consultations and support related to generally accepted accounting principles.



5.

Tax compliance and related support for any tax returns filed by the Company, and returns filed by any executive or expatriate under a company-sponsored program.



6.

Tax consultation and support related to planning.



7.

Regulatory exam related services.



8.

Internal control consulting services.



9.

Merger and acquisition due diligence services.



10.

Other audit related services.

Other Permitted Services:

1.

Information technology services and consulting unrelated to the Company's financial statements or accounting records.



2.

Integration consulting services.



3.

Review of third party specialist work related to appraisal and/or valuation services.



4.

Actuarial consulting services that would not be subject to audit procedures during an audit of the Company's financial statements.



5.

Employee benefit consulting services that are not the functional equivalent of management or employee services.



6.

Training unrelated to the Company's financial statements or other areas subject to audit procedures during an audit of the Company's financial statements.

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.

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Appendix C

THE ALLSTATE CORPORATION
AMENDED AND RESTATED 2001 EQUITY INCENTIVE PLAN

Review of Services

        At each regularly scheduled Audit Committee meeting, the Audit Committee shall review a report summarizing any newly pre-approved permitted services and estimated fees since its last regularly scheduled meeting, together with (i) the permitted non-audit services, including fees, actually provided by the Independent Auditors, if any, since the Committee's last regularly scheduled meeting and (ii) an updated projection for the current fiscal year, presented in a manner consistent with the proxy disclosure requirements, of the estimated annual fees to be paid to the Independent Auditors.

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Appendix

Permitted Audit and Audit Related Services:

1.

Audits of the Company's financial statements required by SEC rules, lenders, statutory requirements, regulators and others.



2.

Consents, comfort letters, reviews of registration statements and similar services that incorporate or include the audited financial statements of the Company.



3.

Audits of employee benefit plans.



4.

Accounting consultations and support related to generally accepted accounting principles.



5.

Tax compliance and related support for any tax returns filed by the Company, and returns filed by any executive or expatriate under a company-sponsored program.



6.

Tax consultation and support related to planning.



7.

Regulatory exam related services.



8.

Internal control consulting services.



9.

Merger and acquisition due diligence services.



10.

Other audit related services.

Other Permitted Services:

1.

Information technology services and consulting unrelated to the Company's financial statements or accounting records.



2.

Integration consulting services.



3.

Review of third party specialist work related to appraisal and/or valuation services.



4.

Actuarial consulting services that would not be subject to audit procedures during an audit of the Company's financial statements.



5.

Employee benefit consulting services that are not the functional equivalent of management or employee services.



6.

Training unrelated to the Company's financial statements or other areas subject to audit procedures during an audit of the Company's financial statements.

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.

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Appendix B