Allstate (ALL)

Special Shareholder Meetings

RESOLVED, Special Shareholder Meetings, Shareholders ask our board to amend our bylaws and any other appropriate governing documents in order that there is no restriction on the shareholder right to call a special meeting, compared to the standard allowed by applicable law on calling a special meeting.

Special meetings allow investors to vote on important matters, such as a takeover offer, that can arise between annual meetings. If shareholders cannot call special meetings, management may become insulated and investor returns may suffer.

Shareholders should have the ability to call a special meeting when they think a matter is sufficiently important to merit expeditious consideration. Shareholder control over timing is especially important regarding a major acquisition or restructuring, when events unfold quickly and issues may become moot by the next annual meeting.

Fidelity and Vanguard support a shareholder right to call a special meeting. The proxy voting guidelines of many public employee pension funds, including the New York City Employees Retirement System, also favor this right.

Eighteen (18) proposals on this topic averaged 56%-support in 2007—including 74%-support at Honeywell (HON) according to RiskMetrics (formerly Institutional Shareholder Services).

The merits of this proposal should also be considered in the context of our company's overall corporate governance structure and individual director performance. For instance in 2007 the following structure and performance issues were reported:

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The Corporate Library http://www.thecorporatelibrary.com an independent investment research firm rated our company "High Concern" in executive pay. Total actual compensation for our Chief Executive Officer, Mr. Wilson, was $28 million in 2006. Mr. Wilson's total actual pay was in the 97th percentile for the property & casualty insurance sector. The high levels of compensation relative to industry peers raised high concerns over the alignment of executive interests with shareholder interests.



•

We did not have an Independent Chairman—Independence concern.



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No shareholder right to:



1)

Cumulative voting.



2)

Act by written consent.



3)

Call a special meeting.



•

Three of our directors held 4 or 5 director seats each — Over-extension concern.

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Additionally:

•

Three directors were designated "Accelerated Vesting" directors by The Corporate Library-due to a director's involvement with a board that sped up stock option vesting to avoid recognizing the corresponding cost:

Ms. Sprieser
Mr. Greenberg
Mr. Reyes

•

Mr. LeMay and Mr. Farrell were each designated as a "Problem Director."



1)

Mr. LeMay — due to his tenure at Sprint Corporation. Sprint's proposed merger with Worldcom led to the acceleration of $1.7 billion in stock options even though the merger ultimately failed. Sprint was sued by shareholders for this.



2)

Mr. Farrell due to his board service at UAL Corp., which filed Chapter 11 Bankruptcy.

The above concerns shows there is room for improvement and reinforces the reason to take one step forward now and encourage our board to respond positively to this proposal: