Allstate (ALL)

The Board recommends that our stockholders vote against this proposal for the following reasons:

•

The proposal would harm the operation and profitability of the Corporation. The proposal undermines the expertise of the Compensation and Succession Committee members who have designed and implemented a pay-for-performance compensation philosophy and program that drives the efforts of our executives to achieve stockholder value in alignment with stockholder interests. This is critical in order for Allstate to attract, retain, and motivate highly talented executives, and the implementation of this proposal would therefore place Allstate at a competitive disadvantage.

•

The Committee is composed exclusively of independent directors, all of whom have extensive experience as executives and directors of other large companies. Through the collective experience of its members, the Committee has an in-depth understanding of executive compensation and its impact on business performance.

•

The Committee uses an independent executive compensation consultant each year to assess Allstate's executive pay levels, practices, overall program design, and financial performance as compared to its peer insurance companies.

•

The Committee applies its expertise and employs the independent consultant's assessment to carefully design and implement an executive compensation program to attract, motivate, and retain highly talented executives who drive company success.

•

An advisory vote is not necessary.

•

Engaging in constructive dialogue with our investors is more instructive. The Corporate Governance section of allstate.com describes how investors can contact us to express concerns.

•

The Board welcomes and values the input of its stockholders, but the proposed advisory vote would benefit neither Allstate nor its stockholders.

•

The voting results would have no clear meaning. For example, a negative voting result would not indicate whether stockholders are concerned about the compensation of one named executive in particular or of all them; whether stockholders are dissatisfied with one element of compensation—salary, cash incentive awards, or equity awards—or all of them, and if so in what way; or whether stockholders want changes in certain aspects of the compensation program or are looking for an entirely new compensation approach, and if so, what that approach should be.

•

The U.K. advisory vote process is mandated by law and applies to all domestic public companies listed on the "main market" of the London Stock Exchange. The U.K and U.S. capital markets and regulatory frameworks are very different. Adopting a policy to submit to an advisory vote would put Allstate at a competitive disadvantage as compared to other U.S. companies, including our industry peers.

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Table of Contents

Item 7
Stockholder Proposal on Political Contributions and Payments to
Trade Associations and Other Tax Exempt Organizations

______________________________________________

        The Firefighters' Pension System of the City of Kansas City, Missouri, Trust, 414 East 12^th Street, Kansas City, Missouri 64106, beneficial owner of 100 shares of Allstate common stock as of November 25, 2008, intends to propose the following resolution at the Annual Meeting.

        The Board of Directors does not support the adoption of this proposal and asks stockholders to consider management's response following the proponent's statement. The Board recommends that stockholders vote against this proposal.

Political Contributions and Payments to Trade Associations and Other Tax Exempt Organizations

        Resolved, that the shareholders of The Allstate Corporation ("Company") hereby request that the Company provide a report, updated semi-annually, disclosing the Company's:

1.

Policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds.



2.

Monetary and non-monetary political contributions and expenditures not deductible under section 162 (e)(1)(B) of the Internal Revenue Code, including but not limited to contributions to or expenditures on behalf of political candidates, political parties, political committees and other political entities organized and operating under 26 USC Sec. 527 of the Internal Revenue Code and any portion of any dues or similar payments made to any tax exempt organization that is used for an expenditure or contribution if made directly by the corporation would not be deductible under section 162 (e)(1)(B) of the Internal Revenue Code. The report shall include the following:



a.

An accounting of the Company's funds that are used for political contributions or expenditures as described above;



b.

Identification of the person or persons in the Company who participated in making the decisions to make the political contribution or expenditure; and



c.

The internal guidelines or policies, if any, governing the Company's political contributions and expenditures.

        The report shall be presented to the board of directors' audit committee or other relevant oversight committee and posted on the company's website to reduce costs to shareholders.

The Board recommends that our stockholders vote against this proposal for the following reasons:

•

Allstate has a highly effective and experienced Compensation and Succession Committee.

•

The Committee is composed exclusively of independent directors, all of whom have extensive experience as executives and directors of other large companies. Through the collective experience of its members, the Committee has an in-depth understanding of executive compensation and its impact on business performance.

•

The Committee hires an independent executive compensation consultant each year to assess Allstate's executive pay levels, practices, overall program design, and financial performance as compared to its peer insurance companies.

•

The Committee applies its expertise and uses the independent consultant's assessment to carefully design and implement an executive compensation program to attract, motivate, and retain highly talented executives who drive company success.

•

An advisory vote is not necessary.

•

Stockholders can communicate concerns regarding executive compensation through existing channels. See page 11 or go to the Corporate Governance section of allstate.com.

•

The Compensation Discussion and Analysis is 44 pages long and provides complete transparency on compensation philosophy and practices.

•

An advisory vote solely on compensation is like a line item veto and is not consistent with integrating compensation philosophy and practices into the company's strategy and operating priorities.

•

Allstate's executive compensation program is based on a pay-for-performance philosophy that aligns the interests of executives with those of Allstate's stockholders.

•

When stockholders are rewarded with good company performance and stock price appreciation, executives have the opportunity to share in the same success.

•

Our executive compensation program balances annual and long-term incentive awards to align with short and long-term business goals.

•

The U.K. advisory vote process is mandated by law and applies to all public companies in the U.K. The U.K and U.S. capital markets and regulatory frameworks are very different. Adopting a policy to submit to an advisory vote would put Allstate at a competitive disadvantage as compared to other U.S. companies, including our industry peers.

25

Executive Compensation