Allstate (ALL)

Options Granted Under the Existing Plan.

        Since the initial approval of the Plan in 2001 through March 12, 2009, the following number of stock options have been granted to the individuals and groups described in the table. No other options have been granted to any other individuals or groups under the Plan.

        The Board unanimously recommends that stockholders vote for the approval of The Allstate Corporation 2009 Equity Incentive Plan, as amended and restated. The text of the entire Plan is set forth in Appendix C.

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Table of Contents

Item 5
Stockholder Proposal on
Special Shareowner Meetings

______________________________________________

        Mr. Emil Rossi, P.O. Box 249, Boonville, California, 95415, registered owner of 6,094 shares of Allstate common stock as of November 21, 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.

5—Special Shareowner Meetings

RESOLVED, Shareowners ask our board to take the steps necessary to amend our bylaws and each appropriate governing document to give holders of 10% of our outstanding common stock (or the lowest percentage allowed by law above 10%) the power to call special shareowner meetings. This includes that such bylaw and/or charter text will not have any exception or exclusion conditions (to the fullest extent permitted by state law) that apply only to shareowners but not to management and/or the board.

Statement of Emil Rossi

Special meetings allow shareowners to vote on important matters, such as electing new directors, that can arise between annual meetings. If shareowners cannot call special meetings, management may become insulated and investor returns may suffer.

This proposal topic won impressive support at the following companies (based on 2008 yes and no votes):

Shareowners should have the ability to call a special meeting when a matter is sufficiently important to merit prompt consideration. Fidelity and Vanguard have supported a shareholder right to call a special meeting.

The proxy voting guidelines of many public employee pension funds also favor this right. Governance ratings services, such as The Corporate Library and Governance Metrics International, have taken special meeting rights into consideration when assigning company ratings.

Please encourage our board to respond positively to this proposal:

Special Shareowner Meetings—
Yes on 5

Options Granted Under the Existing Plan.

        Since the initial approval of the plan in 2001 through March 15, 2006, the following number of stock options have been granted to the individuals and groups described in the table. No other options have been granted to any other individuals or groups under the plan.

        The Board unanimously recommends that stockholders vote for the approval of The Allstate Corporation Amended and Restated 2001 Equity Incentive Plan. The text of the entire plan is set forth in Appendix C.

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Item 4
Approval of The Allstate Corporation
2006 Equity Compensation Plan for Non-Employee Directors

        We are asking stockholders to approve The Allstate Corporation 2006 Equity Compensation Plan for Non-Employee Directors, which was approved by the Board of Directors on March 14, 2006 subject to approval by the stockholders at the 2006 Annual Meeting of Stockholders. The plan will become effective upon stockholder approval. The plan is intended to replace the Company's current Equity Incentive Plan for Non-Employee Directors, which was approved by stockholders on May 21, 1996 and will expire by its terms on May 21, 2006, ten years from the date of initial approval and adoption by the stockholders of the Company.

        The Board believes that it is desirable and appropriate for a portion of a non-employee director's compensation to continue to be paid in the form of equity.

        The following is a summary of the material features of the plan and is qualified in its entirety by reference to Appendix D, which contains the complete plan document.