Allstate 2011 Annual Report Download - page 75

Appendix B
PROPOSED AMENDMENTS TO THE CERTIFICATE OF INCORPORATION
OF THE ALLSTATE CORPORATION
(Proposed additions indicated in bold with underline)
If Proposal 3 is approved by stockholders, the amendments to Article Seventh will be approved. If Proposal 4 is
approved by stockholders, the amendment to Article Tenth 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% 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 TENTH
Unless the corporation consents in writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or
proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a
fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or
the corporation’s stockholders, (iii) any action asserting a claim against the corporation arising
pursuant to any provision of the General Corporation Law of the State of Delaware or the corporation’s
certificate of incorporation or bylaws or (iv) any action asserting a claim against the corporation
governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any
interest in shares of capital stock of the corporation shall be deemed to have notice of and consented
to the provisions of this ARTICLE TENTH.
B-1
Proxy Statement