Allstate (ALL)

Providing voting instructions and discretionary voting authority of proxies

        In the election of directors, with respect to all or one or more of the director nominees, you may instruct the proxies to vote "FOR" or to "WITHHOLD" your vote, or you may instruct the proxies to "ABSTAIN" from voting. With respect to each of the other items, you may instruct the proxies to vote "FOR" or "AGAINST," or you may instruct the proxies to "ABSTAIN" from voting.

        The Board recommends you vote on the matters set forth in this proxy statement as follows:

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FOR all of the nominees for director listed in this proxy statement



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FOR the ratification of the appointment of Deloitte & Touche LLP as Allstate's independent registered public accountant for 2008



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AGAINST the stockholder proposal calling for cumulative voting in the election of directors



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AGAINST the stockholder proposal seeking the right to call special shareholder meetings

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AGAINST the stockholder proposal seeking an advisory resolution to ratify the compensation of the named executive officers

        If any other matters are properly presented at the meeting, the proxies may vote your shares in accordance with their best judgment. Other than the matters referred to in this proxy statement, Allstate knows of no other matters to be brought before the meeting.

        If you return a signed proxy card/voting instruction form to allow your shares to be represented at the annual meeting, but do not indicate how your shares should be voted on one or more matters, then the proxies will vote your shares as the Board of Directors recommends for those matters.

Providing voting instructions and discretionary voting authority of proxies

        In the election of directors, with respect to all or one or more of the director nominees, you may instruct the proxies to vote "FOR" or to "WITHHOLD" your vote, or you may instruct the proxies to "ABSTAIN" from voting. With respect to each of the other items, you may instruct the proxies to vote "FOR" or "AGAINST," or you may instruct the proxies to "ABSTAIN" from voting.

        The Board recommends you vote on the matters set forth in this proxy statement as follows:

•

FOR all of the nominees for director listed in this proxy statement

•

FOR the ratification of the appointment of Deloitte & Touche LLP as Allstate's independent registered public accountant for 2007

•

FOR the approval of the amendments to the Restated Certificate of Incorporation to eliminate the supermajority vote requirements

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        If any other matters are properly presented at the meeting, the proxies may vote your shares in accordance with their best judgment. Other than the matters referred to in this proxy statement, Allstate knows of no other matters to be brought before the meeting.

        If you return a signed proxy card/voting instruction form to allow your shares to be represented at the annual meeting, but do not indicate how your shares should be voted on one or more matters, then the proxies will vote your shares as the Board of Directors recommends for those matters.

Providing voting instructions and discretionary voting authority of proxies

        In the election of directors, you may instruct the proxies to vote "FOR" all or some of the director nominees, or you may instruct that your vote be "WITHHELD" with respect to one or more director nominees. With respect to each of the other items, you may instruct the proxies to vote "FOR" or "AGAINST," or you may instruct the proxies to "ABSTAIN" from voting.

        The Board recommends you vote on the matters set forth in this proxy statement as follows:

•

FOR all of the nominees for director listed in this proxy statement

•

FOR the ratification of the appointment of Deloitte & Touche LLP as Allstate's independent registered public accounting firm for 2006

•

FOR the approval of the Amended and Restated 2001 Equity Incentive Plan

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FOR the approval of the 2006 Equity Compensation Plan for Non-Employee Directors

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AGAINST each of the stockholder proposals

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        If any other matters are properly presented at the meeting, the proxies may vote your shares in accordance with their best judgment. Other than the matters referred to in this proxy statement, Allstate knows of no other matters to be brought before the meeting.

        If you return a signed proxy card/voting instruction form to allow your shares to be represented at the annual meeting, but do not indicate how your shares should be voted on one or more matters, then the proxies will vote your shares as the Board of Directors recommends for those matters.