BE IT RESOLVED

Independent Contractor Agreement

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This Independent Contractor Agreement involves

ALLSTATE CORP

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Title: BE IT RESOLVED
Date: 11/10/2004
Industry: Insurance (Prop. and Casualty)

EXHIBIT 4.2

BE IT RESOLVED, that pursuant to authority granted to the Deferred Compensation Committee by Section 7.1 of The Allstate Corporation Deferred Compensation Plan for Independent Contractor Exclusive Agents (the "EA Plan"), the EA Plan shall be amended to read as follows, effective as of April 24, 2003:

Section 4.3(B)(4) is amended by revising the first sentence thereof to read as follows:

"Subaccount #4— SSgA Daily EAFE Securities Lending Fund Series T —a fund, managed by Stat

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