Allstate 2012 Annual Report Download - page 78

(Proposed additions indicated in bold with underline. Proposed deletions are struck through.)
If Proposal 3 is approved by stockholders, the addition of Article Eleventh will be approved. If Proposal 4 is approved by
stockholders, the amendment to Article Seventh will be approved.
Article Seventh
Meetings of stockholders may be held within or without the State of Delaware, as the bylaws of the corporation
may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be
designated from time to time by the board of directors or in the bylaws of the corporation. Election of directors need not
be by written ballot unless the bylaws of the corporation so provide.
Any action required or permitted to be taken by the holders of any class or series of stock of the corporation
entitled to vote generally in the election of directors may be taken only by vote at an annual or special meeting at which
such action may be taken and may not be taken by written consent.
Special meetings of stockholders of the corporation, for any purpose or purposes, may be called only by (i) the
Chairman of the board of directors of the corporation or (ii) the Secretary of the corporation upon the written request of
the holders of record owning not less than 20% 10% of all outstanding shares of common stock of the corporation, in
accordance with the applicable requirements and procedures of the bylaws of the corporation. Each special meeting shall
be held at such date, time and place as may be stated in the written notice of the special meeting.
No director may be removed, with or without cause, by the stockholders except by the affirmative vote of holders
of not less than a majority of the total number of votes entitled to be cast at an election of such director; provided,
however, that, whenever the holders of any class or series of Preferred Stock issued pursuant to ARTICLE FOURTH,
Section 1 hereof, are entitled, by the terms of such class or series of Preferred Stock, voting separately by class or series
to elect one or more directors, the provisions of the preceding clause of this sentence shall not apply with respect to
such directors if the terms of such class or series of Preferred Stock expressly provide otherwise.
Article Eleventh
1. Written Consent. Certain actions required or permitted to be taken by the stockholders of the corporation
at an annual or special meeting of the stockholders may be effected without a meeting by the written consent of the
holders of common stock of the corporation (a ‘‘Consent’’), but only if such action is taken in accordance with the
provisions of this Article ELEVENTH or by the holders of any class or series of Preferred Stock issued pursuant to
ARTICLE FOURTH, Section 1 hereof if the terms of such class or series of Preferred Stock expressly provide for such
action by Consent.
2. Request for Record Date. The record date for determining stockholders entitled to authorize or take
corporate action by Consent shall be as fixed by the board of directors of the corporation or as otherwise established
under this Article ELEVENTH. Any stockholder seeking to have the stockholders authorize or take corporate action by
Consent shall, by written notice addressed to the secretary of the corporation and delivered to the principal executive
offices of the corporation and signed by holders of record owning not less than 10% of all outstanding shares of
common stock of the corporation, as determined in accordance with the applicable requirements of the bylaws of the
corporation, who shall continue to own not less than 10% of all outstanding shares of common stock of the
corporation through the date of delivery of Consents signed by a sufficient number of stockholders to authorize or
take such action and who shall not revoke such request, request that a record date be fixed for such purpose (each
such notice, a ‘‘Request’’). The Request must contain the information set forth in Section 3 of this Article ELEVENTH.
B-1
Appendix B
PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION
OF THE ALLSTATE CORPORATION
Appendix B
| The Allstate Corporation
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